<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File 33-41034
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
-----------
Post-Effective Amendment No. 9 /X/
-----------
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 9
--------
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 751-2923
--------------
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: June 30, 1995
-------------
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
-------
X on June 30, 1995 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)
-------
on (date) pursuant to paragraph (a)(2) of Rule 485.
-------
Registrant has registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's 24f-2 Notice for
its most recent fiscal year was filed on January 25, 1995.
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
--- C O N T E N T S ---
This Post-Effective Amendment No. 9 to Registration File No. 33-41034
includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheet
4. Part A - Supplements to Prospectuses*
5. Part B - Supplement to Statement of Additional Information and
Statement of Additional Information
6. Part C - Other Information
7. Signatures
* Prospectuses dated March 10, 1995 are incorporated by reference to the
electronic filings of those prospectuses made pursuant to Rule 497(c) on
April 24, 1995 and April 25, 1995. The Supplement dated April 15, 1995
that was also filed on April 24, 1995 and April 25, 1995 and the
Supplement dated May 25, 1995 that was filed on June 13, 1995 are not
incorporated by reference. Those Supplements are superceded by the
instant filing.
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
CROSS-REFERENCE SHEET*
----------------------
PART A**
------
<TABLE>
<CAPTION>
Item No. Description Location in Prospectuses
- -------- ----------- ------------------------
<S> <C> <C> <C>
A Classes/ Institutional
B Classes Classes
1 Cover Page. . . . . . . . . . . . . Cover in Cover in
Prospectus, Prospectus,
Cover in Cover in
Supplement Supplement
2 Synopsis. . . . . . . . . . . . . . Synopsis in Synopsis in
Prospectus, Prospectus,
Summary of Summary of
Expenses in Expenses in
Supplement Supplement
3 Condensed Financial Information ... Financial Financial
Highlights in Highlights in
Prospectus, Prospectus,
Financial Financial
Highlights in Highlights in
Supplement Supplement
4 General Description of Registrant.. Investment Investment
Objectives and Objectives and
Policies, Shares Policies, Shares
</TABLE>
* This filing relates to the International Equity Fund A Class, the
International Equity Fund B Class and the International Equity Fund
Institutional Class of the International Equity Series, the Global Bond Fund
A Class, the Global Bond Fund B Class and the Global Bond Fund Institutional
Class of the Global Bond Series, and the Global Assets Fund A Class, the
Global Assets Fund B Class and the Global Assets Fund Institutional Class of
the Global Assets Series. The Class A Shares and the Class B Shares of the
Series are combined in one prospectus and the Institutional Classes of the
Series are combined in one prospectus. The three Series (and nine classes)
are combined in one Part B and one Part C.
** Prospectuses dated March 10, 1995 are incorporated by reference to the
electronic filings of those prospectuses made pursuant to Rule 497(c) on
April 24, 1995 and April 25, 1995. The Supplement dated April 15, 1995 that
was also filed on April 24, 1995 and April 25, 1995 and the Supplement dated
May 25, 1995 that was filed on June 13, 1995 are not incorporated by
reference. Those Supplements are superceded by the instant filing.
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
CROSS-REFERENCE SHEET*
---------------------
PART A**
------
(Continued)
<TABLE>
<CAPTION>
Item No. Description Location in Prospectuses
- -------- ----------- ------------------------
<S> <C> <C> <C>
A Classes/ Institutional
B Classes Classes
5 Management of the Fund............... Management of Management of
the Fund in the Fund in
Prospectus, Prospectus,
Management of Management of
the Fund in the Fund in
Supplement Supplement
6 Capital Stock and Other Securities... Shares, Dividends Shares, Dividends
and Distributions, and Distributions,
Taxes, Delaware Taxes
Difference
7 Purchase of Securities Being Offered. Buying Shares, Buying Shares,
Cover, Cover,
Management of Management of
the Fund, the Fund,
Calculation of Calculation of
Offering Price Net Asset Value
and Net Asset Per Share in
Value Per Share Prospecuts,
in Prospectus, Buying Shares in
Buying Shares in Supplement
Supplement
8 Redemption or Repurchase............. Redemption and Redemption and
Exchange, Buying Exchange, Buying
Shares Shares
9 Legal Proceedings.................... None None
</TABLE>
* This filing relates to the International Equity Fund A Class, the
International Equity Fund B Class and the International Equity Fund
Institutional Class of the International Equity Series, the Global Bond Fund
A Class, the Global Bond Fund B Class and the Global Bond Fund Institutional
Class of the Global Bond Series, and the Global Assets Fund A Class, the
Global Assets Fund B Class and the Global Assets Fund Institutional Class of
the Global Assets Series. The Class A Shares and the Class B Shares of the
Series are combined in one prospectus and the Institutional Classes of the
Series are combined in one prospectus. The three Series (and nine classes)
are combined in one Part B and one Part C.
** Prospectuses dated March 10, 1995 are incorporated by reference to the
electronic filings of those prospectuses made pursuant to Rule 497(c) on
April 24, 1995 and April 25, 1995. The Supplement dated April 15, 1995 that
was also filed on April 24, 1995 and April 25, 1995 and the Supplement dated
May 25, 1995 that was filed on June 13, 1995 are not incorporated by
reference. Those Supplements are superceded by the instant filing.
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
CROSS-REFERENCE SHEET
---------------------
PART B
------
<TABLE>
<CAPTION>
Location in Statement
Item No. Description of Additional Information
- -------- ----------- --------------------------
<S> <C> <C>
10 Cover Page. . . . . . . . . . . . . . . Cover
11 Table of Contents . . . . . . . . . . . Table of Contents
12 General Information and History . . . . General Information
13 Investment Objectives and Policies. . . Investment Policies and
Portfolio Techniques
14 Management of the Registrant. . . . . . Officers and Directors in
Statement of Additional
Information, Officers and
Directors in Supplement
15 Control Persons and Principal Holders
of Securities. . . . . . . . . . . . . Officers and Directors in
Statement of Additional
Information, Officers and
Directors in Supplement
16 Investment Advisory and Other Services. Officers and Directors,
Plan Under Rule 12b-1 for the
Fund Classes (under Purchasing Shares),
Investment Management Agreement and
Sub-Advisory Agreement, General
Information, Financial Statements in
Statement of Additional Information,
Officers and Directors in Supplement
17 Brokerage Allocation. . . . . . . . . . Trading Practices and Brokerage
18 Capital Stock and Other Securities. . . Capitalization and Noncumulative
Voting (under General Information)
19 Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . Purchasing Shares, Redemption
and Repurchase, Determining
Offering Price and Net Asset Value,
Exchange Privilege in Statement of
Additional Information, Purchasing Shares
in Supplement
20 Tax Status. . . . . . . . . . . . . . . Accounting and Tax Issues
21 Underwriters . . . . . . . . . . . . . Purchasing Shares
22 Calculation of Performance Data . . . . Performance Information in Statement of
Additional Information, Performance
Information in Supplement
23 Financial Statements. . . . . . . . . . Financial Statements in Statement of
Additional Information, Financial
Statements in Supplement
</TABLE>
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
CROSS-REFERENCE SHEET
---------------------
<TABLE>
<CAPTION>
Item No. Description Location in Part C
- -------- ----------- ------------------
PART C
------
<S> <C> <C>
24 Financial Statements and Exhibits . . Item 24
25 Persons Controlled by or under
Common Control with Registrant . . Item 25
26 Number of Holders of Securities . . . Item 26
27 Indemnification . . . . . . . . . . . Item 27
28 Business and Other Connections of
Investment Adviser . . . . . . . . . Item 28
29 Principal Underwriters. . . . . . . . Item 29
30 Location of Accounts and Records. . . Item 30
31 Management Services . . . . . . . . . Item 31
32 Undertakings. . . . . . . . . . . . . Item 32
</TABLE>
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Prospectuses dated March 10, 1995 are incorporated by reference to the
electronic filings of those prospectuses made pursuant to Rule 497(c) on April
24, 1995 and April 25, 1995. The Supplement dated April 15, 1995 that was also
filed on April 24, 1995 and April 25, 1995 and the Supplement dated May 25, 1995
that was filed on June 13, 1995 are not incorporated by reference. Those
Supplements are superceded by the instant filing.
<PAGE>
June 30, 1995
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
INTERNATIONAL EQUITY FUND
GLOBAL BOND FUND
GLOBAL ASSETS FUND
A CLASS/B CLASS
Supplement to Prospectus dated March 10, 1995
The following supplements the information which appears on page 1:
Unaudited financial statements for the International Equity Series for
the six months ended May 31, 1995, and the Global Bond Series and the Global
Assets Series for the five months ended May 31, 1995, (individually and
collectively the "Series") are included in Delaware Group Global & International
Funds, Inc.'s (the "Fund") Statement of Additional Information ("Part B").
The following revises the information under Summary of Expenses and
Management of the Fund relating to the Global Bond Fund A Class, the Global Bond
Fund B Class, the Global Assets Fund A Class and the Global Assets Fund B Class
which appears on pages 5 and 32, respectively:
Delaware International Advisers Ltd. ("Delaware International") has
elected voluntarily to waive that portion, if any, of the annual management fees
payable by, respectively, the Global Bond Series and the Global Assets Series to
the extent necessary to ensure that the Total Operating Expenses of Class A
Shares of each of those Series do not exceed 1.25% and of Class B Shares of each
of those Series do not exceed 1.95% (in both cases, exclusive of taxes,
interest, brokerage commissions and extraordinary expenses, but inclusive of
12b-1 fees) through November 30, 1995.
The following supplements the Financial Highlights information which
appears on page 7:
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The following unaudited financial highlights for the International Equity Fund A
Class, the International Equity Fund B Class, the Global Bond Fund A Class, the
Global Bond Fund B Class, the Global Assets Fund A Class and the Global Assets
Fund B Class are derived from the unaudited financial statements of Delaware
Group Global & International Funds, Inc. - International Equity Series for the
six-month period ended May 31, 1995, and Global Bond Series and Global Assets
Series for the five-month period ended May 31, 1995. The data should be read in
conjunction with the financial statements and related notes which are included
in Part B.
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
International International Global Bond Global Bond Global Assets Global Assets
Equity Fund Equity Fund Fund Fund Fund Fund
A Class B Class A Class B Class A Class B Class
------------- ------------ ------------ ----------- ----------- ------------
Period Period Period Period Period Period
12/1/94 12/1/94 12/27/94(2) 12/27/94(2) 12/27/94(2) 12/27/94(2)
through through through through through through
5/31/95(1) 5/31/95(1) 5/31/95 5/31/95 5/31/95 5/31/95
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period..... $11.920 $11.900 $10.000 $10.000 $10.000 $10.000
Income From Investment Operations
- ---------------------------------
Net Investment Income (Loss) ............ (0.149) (0.156) 0.255 0.250 0.170 0.170
Net Gains (Losses) on Securities
(both realized and unrealized).. 0.694 0.661 0.585 0.566 1.010 0.980
------- ------- ------- ------- ------- -------
Total From Investment Operations..... 0.545 0.505 0.840 0.816 1.180 1.150
------- ------- ------- ------- ------- -------
Less Distributions
- ------------------
Dividends From Net Investment Income..... (0.125) (0.105) (0.240) (0.216) (0.080) (0.060)
Distributions From Capital Gains......... (0.470) (0.470) none none none none
Returns of Capital....................... none none none none none none
------- ------- ------- ------- ------- -------
Total Distributions.................. (0.595) (0.575) (0.240) (0.216) (0.080) (0.060)
------- ------- ------- ------- ------- -------
Net Asset Value, End of Period........... $11.870 $11.830 $10.600 $10.600 $11.100 $11.090
======= ======= ======= ======= ======= =======
- ----------------------------------------
Total Return............................ 4.80%(1)(3) 4.45%(1)(4) 8.49%(2)(3)(5) 8.24%(2)(4)(5) 11.84%(2)(3)(5) 11.53%(2)(4)(5)
- ------------
- ----------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's
omitted)............................... $58,553 $1,565 $348 $0(6) $354 $0 (6)
Ratio of Expenses to Average Daily Net
Assets................................. 2.08%(1) 2.78%(1) 1.25%(2) 1.95%(2) 1.25%(2) 1.95%(2)
Ratio of Expenses to Average Daily Net
Assets Prior to Expense Limitation..... -- -- 16.55% 17.25% 11.15% 11.85%
Ratio of Net Investment Income to
Average Daily Net Assets............... (2.94%)(1) (3.64%)(1) 7.07%(2) 6.37%(2) 4.75%(2) 4.05%(2)
Ratio of Net Investment Income to
Average Daily Net Assets Prior to
Expense Limitation..................... -- -- (8.23%) (8.93%) (5.15%) (5.85%)
Portfolio Turnover Rate................. 25%(1) 25%(1) 70%(2) 70%(2) 85%(2) 85%(2)
</TABLE>
- ------------
1 Ratios have been annualized but total return has not been annualized.
2 Date of initial public offering; ratios have been annualized but total return
has not been annualized.
3 Does not reflect maximum sales charge of, in the case of International Equity
Fund A Class and Global Assets Fund A Class, 5.75% and, in the case of Global
Bond Fund A Class, 4.75% nor the 1% Limited CDSC that would apply in the
event of certain redemptions within 12 months of purchase. See Contingent
Deferred Sales Charge for Certain Purchases of Class A Shares Made at Net
Asset Value under Redemption and Exchange in the Prospectus.
4 Does not reflect contingent deferred sales charge which varies from 1%-4%
depending on the holding period.
5 Total return reflects the expense limitations referenced above.
6 Only one share of the Global Bond Fund B Class and the Global Assets Fund B
Class is outstanding, the net asset value of which is, respectively, $10.60
and $11.09.
<PAGE>
The following supplements Buying At Net Asset Value under Buying Shares
on page 21:
Purchases of Class A Shares of the above referenced Series may be made at
net asset value by current and former officers, directors and employees and
members of their immediate families of the Manager, any affiliate, any of the
funds in the Delaware Group, certain of their agents and registered
representatives and employees of authorized investment dealers and by employee
benefit plans for such entities.
Beginning May 25, 1995, Class A Shares of the above referenced Series may
be purchased at net asset value by any investor within 90 days after a
redemption of shares from a fund outside the Delaware Group of funds provided
that: 1) the redeemed shares were purchased no more than five years before the
proposed purchase of the Class A Shares; and 2) a front-end sales charge was
paid in connection with the purchase of the redeemed shares or a contingent
deferred sales charge was paid upon their redemption.
The following supplements International Equity Fund Institutional Class,
Global Bond Fund Institutional Class and Global Assets Fund Institutional Class
under Buying Shares on page 23:
The 12b-1 Plan distribution expenses with respect to the Class A Shares
and the Class B Shares, the front-end sales charge and the limited contingent
deferred sales charge, if applicable, with respect to the Class A Shares and the
contingent deferred sales charge with respect to the Class B Shares may affect
the performance of those classes.
The following supplements The Conditions of Your Purchase under Buying
Shares on page 25:
The Fund reserves the right to reject purchases by check 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, a shareholder may be
subject to additional bank charges for clearance and currency conversion.
The Fund also reserves the right, following shareholder notification, to
charge a service fee on non-retirement accounts of the Class A Shares and Class
B Shares that 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 below minimum status and advised that they have until the end
of the current calendar quarter to raise their balance to the stated minimum. If
the account has not reached the minimum balance requirement by that time, the
Fund will charge a $9 fee for that quarter and each subsequent calendar quarter
until the account is brought up to the minimum balance. The service fee will be
deducted from the account during the first week of each calendar quarter for the
previous quarter, and will be used to help defray the cost of maintaining low
balance accounts. No fees will be charged without proper notice and no
contingent deferred sales charge will apply to such assessments.
The following supplements Investment Manager and Sub-Adviser under
Management of the Fund on page 32:
On March 29, 1995, shareholders of each of the International Equity
Series, the Global Bond Series and the Global Assets Series of the Fund approved
a new Investment Management Agreement with Delaware International, an indirect
wholly-owned subsidiary of Delaware Management Holdings, Inc. ("DMH"). In
addition, shareholders of the Global Assets Series approved a new Sub-Advisory
Agreement between Delaware International and Delaware Management Company, Inc.
("DMC"), an indirect wholly-owned subsidiary of DMH and an affiliate of Delaware
International. The approval of new Agreements was subject to the completion of
the merger (the "Merger") between DMH and a wholly-owned subsidiary of Lincoln
National Corporation ("Lincoln National") which occurred on April 3, 1995.
Accordingly, the previous Investment Management Agreements terminated and the
new Investment Management Agreements became effective on that date.
<PAGE>
As a result of the Merger, Delaware International, DMC and their two
affiliates, Delaware Service Company, Inc., the Fund's shareholder servicing,
dividend disbursing and transfer agent, and Delaware Distributors, L.P., the
Fund's national distributor became indirect wholly-owned subsidiaries 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.
Under the new Agreements, Delaware International and DMC will be paid at
the same annual fee rates and on the same terms as they were under the previous
Agreements. In addition, the investment approach and operation of each series of
the Fund will remain substantially unchanged.
<PAGE>
June 30, 1995
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
INTERNATIONAL EQUITY FUND INSTITUTIONAL CLASS
GLOBAL BOND FUND INSTITUTIONAL CLASS
GLOBAL ASSETS FUND INSTITUTIONAL CLASS
Supplement to Prospectus dated March 10, 1995
The following supplements the information which appears on page 1:
Unaudited financial statements for the International Equity Series for
the six months ended May 31, 1995, and the Global Bond Series and the Global
Assets Series for the five months ended May 31, 1995, (individually and
collectively the "Series") are included in Delaware Group Global & International
Funds, Inc.'s (the "Fund") Statement of Additional Information ("Part B").
The following revises the information under Summary of Expenses and
Management of the Fund relating to the Global Bond Fund Institutional Class and
the Global Assets Fund Institutional Class which appears on pages 4 and 21,
respectively:
Delaware International Advisers Ltd. ("Delaware International") has
elected voluntarily to waive that portion, if any, of the annual management fees
payable by the Global Bond Series and the Global Assets Series to the extent
necessary to ensure that the Total Operating Expenses of, respectively, the
Global Bond Fund Institutional Class and the Global Assets Fund Institutional
Class do not exceed 0.95% (in both cases, exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) through November 30, 1995.
The following supplements the Financial Highlights information which
appears on page 5:
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The following unaudited financial highlights for the International Equity Fund
Institutional Class, the Global Bond Fund Institutional Class and the Global
Assets Fund Institutional Class are derived from the unaudited financial
statements of Delaware Group Global & International Funds, Inc. - International
Equity Series for the six-month period ended May 31, 1995, and Global Bond
Series and Global Assets Series for the five-month period ended May 31, 1995.
The data should be read in conjunction with the financial statements and related
notes which are included in Part B.
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
International Equity Fund Global Bond Fund Global Assets Fund
Institutional Class Institutional Class Institutional Class
------------------------- ------------------- ------------------
Period Period Period
12/1/94 12/27/94(2) 12/27/94(2)
through through through
5/31/95(1) 5/31/95 5/31/95
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
Net Asset Value, Beginning of Period........................ $11.970 $10.000 $10.000
Income From Investment Operations
- ---------------------------------
Net Investment Income (Loss)................................ (0.133) 0.328 0.216
Net Gains (Losses) on Securities
(both realized and unrealized)..................... 0.703 0.522 0.974
------ ------- -------
Total From Investment Operations........................ 0.570 0.850 1.190
------ ------- -------
Less Distributions
- ------------------
Dividends From Net Investment Income........................ (0.160) (0.240) (0.080)
Distributions From Capital Gains............................ (0.470) none none
Returns of Capital.......................................... none none none
------ ------- -------
Total Distributions..................................... (0.630) (0.240) (0.080)
------ ------- -------
Net Asset Value, End of Period.............................. $11.910 $10.610 $11.110
====== ======= =======
- ------------------------------------------------------------
Total Return................................................ 5.01%(1) 8.59%(2)(3) 11.94%(2)(3)
- ------------
- ------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted)................... $10,098 $787 $1,582
Ratio of Expenses to Average Daily Net Assets............... 1.78%(1) 0.95%(2) 0.95%(2)
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation............................. --- 16.25% 10.85%
Ratio of Net Investment Income to Average Daily Net Assets.. (2.64%)(1) 7.37%(2) 5.05%(2)
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation............................. --- (7.93%) (4.85%)
Portfolio Turnover Rate..................................... 25%(1) 70%(2) 85%(2)
</TABLE>
- ------------
1 Ratios have been annualized but total return has not been annualized.
2 Date of initial public offering; ratios have been annualized but total return
has not been annualized.
3 Total return reflects the voluntary fee waiver referenced above.
<PAGE>
The following supplements International Equity Fund A Class,
International Equity Fund B Class, Global Bond Fund A Class, Global Bond Fund B
Class, Global Assets Fund A Class and Global Assets Fund B Class under Buying
Shares on page 15:
The 12b-1 Plan distribution expenses with respect to the Class A Shares
and the Class B Shares of a Series, the front-end sales charge and the limited
contingent deferred sales charge, if applicable, with respect to the Class A
Shares of a Series and the contingent deferred sales charge with respect to the
Class B Shares of a Series may affect the performance of those classes.
The following supplements The Conditions of Your Purchase under Buying
Shares on page 16:
The Fund reserves the right to reject purchases by check 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, a shareholder may be
subject to additional bank charges for clearance and currency conversion.
The following supplements Investment Manager and Sub-Adviser under
Management of the Fund on page 21:
On March 29, 1995, shareholders of each of the International Equity
Series, the Global Bond Series and the Global Assets Series of the Fund approved
a new Investment Management Agreement with Delaware International, an indirect
wholly-owned subsidiary of Delaware Management Holdings, Inc. ("DMH"). In
addition, shareholders of the Global Assets Series approved a new Sub-Advisory
Agreement between Delaware International and Delaware Management Company, Inc.
("DMC"), an indirect wholly-owned subsidiary of DMH and an affiliate of Delaware
International. The approval of new Agreements was subject to the completion of
the merger (the "Merger") between DMH and a wholly-owned subsidiary of Lincoln
National Corporation ("Lincoln National") which occurred on April 3, 1995.
Accordingly, the previous Investment Management Agreements terminated and the
new Investment Management Agreements became effective on that date.
As a result of the Merger, Delaware International, DMC and their two
affiliates, Delaware Service Company, Inc., the Fund's shareholder servicing,
dividend disbursing and transfer agent, and Delaware Distributors, L.P., the
Fund's national distributor became indirect wholly-owned subsidiaries 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.
Under the new Agreements, Delaware International and DMC will be paid at
the same annual fee rates and on the same terms as they were under the previous
Agreements. In addition, the investment approach and operation of each series of
the Fund will remain substantially unchanged.
<PAGE>
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
INTERNATIONAL EQUITY SERIES
GLOBAL BOND SERIES
GLOBAL ASSETS SERIES
Supplement dated June 30, 1995
To Statement of Additional Information
dated March 10, 1995
The following supplements the information under Performance Information
which appears on pages 8-12:
The performance of the International Equity Fund A Class and the
International Equity Fund Institutional Class, as shown below, is the average
annual total return quotations for the one- and three- year periods ended May
31, 1995 and for the life of these Classes. The average annual total return for
the International Equity Fund A Class at offer reflects the maximum front-end
sales charges paid on the purchase of shares. The average annual total return
for International Equity Fund A Class at net asset value (NAV) does not reflect
the payment of the maximum front-end sales charge of 5.75%. Pursuant to
applicable regulation, total return shown for the International Equity Fund
Institutional Class for the periods prior to the commencement of operations of
such class is calculated by taking the performance of the International Equity
Fund A Class and adjusting it to reflect the elimination of all front-end sales
charges. However, for those periods no adjustment has been made to eliminate the
impact of 12b-1 payments, and performance would have been affected had such an
adjustment been made. The performance of the International Equity Fund B Class,
as shown below, is the aggregate total return quotation for the period September
6, 1994 (date of initial public offering) through May 31, 1995. The aggregate
total return for International Equity Fund B Class (including deferred sales
charge) reflects the deduction of the applicable CDSC that would be paid if the
shares were redeemed at May 31, 1995. The aggregate total return for
International Equity Fund B Class (excluding deferred sales charge) assumes the
shares were not redeemed at May 31, 1995 and therefore does not reflect the
deduction of a CDSC. Securities prices fluctuated during the periods covered and
the past results should not be considered as representative of future
performance.
<PAGE>
<TABLE>
<CAPTION>
Aggregate Total Return(1)
International International
Average Annual Total Return(1) Equity Fund Equity Fund
International International International B Class B Class
Equity Fund Equity Fund Equity Fund (Including (Excluding
A Class A Class Institutional Deferred Sales Deferred Sales
(at Offer) (at NAV) Class(2) Charge) Charge)
<S> <C> <C> <C> <C> <C> <C>
Period
1 year 9/6/94(4)
ended through
5/31/95 (3.43%) 2.49% 2.78% 5/31/95 (6.79%) (3.11%)
3 years
ended
5/31/95 5.84% 7.96% 8.23%
Period
10/31/91(3)
through
5/31/95 7.12% 8.90% 9.14%
</TABLE>
1 Beginning June 1, 1994, Delaware International Advisers Ltd. ("Delaware
International") elected voluntarily to waive that portion, if any, of the
annual management fees payable by the International Equity Series to the
extent necessary to ensure that the Total Operating Expenses of the
International Equity Fund A Class and the International Equity Fund
Institutional Class did not exceed 1.50% (exclusive of taxes, interest,
brokerage commissions, extraordinary expenses and 12b-1 expenses) through
November 30, 1994. Through November 30, 1994, this waiver was also applicable
to the International Equity Fund B Class. Prior to June 1, 1994, a waiver and
reimbursement commitment was in place to ensure that expenses did not exceed
1.25% (exclusive of taxes, interest, brokerage commissions, extraordinary
expenses, but inclusive of 12b-1 fees) for the International Equity Fund A
Class and .95% (exclusive of taxes, interest, brokerage commissions and
extraordinary expenses) for the International Equity Fund Institutional
Class. In the absence of such waiver, performance would have been affected
negatively.
2 Date of initial public offering was November 9, 1992.
3 Date of initial public offering of International Equity Fund A Class.
4 Date of initial public offering of International Equity Fund B Class; total
return for this short of a time period may not be representative of
longer-term results.
<PAGE>
The performance for each class of the Global Bond Series and the Global
Assets Series, as shown below, is the aggregate total return quotations for the
life of each class. The aggregate total return for the Class A Shares of these
Series at offer reflects the maximum front-end sales charge paid on the purchase
of shares. The aggregate total return for the Class A Shares of these Series at
net asset value (NAV) does not reflect the deduction of the maximum front-end
sales charge. The aggregate total return for the Class B Shares of these Series
(including deferred sales charge) reflects the deduction of the applicable CDSC
that would be paid if the shares were redeemed at May 31, 1995. The aggregate
total return for the Class B Shares of these Series (excluding deferred sales
charge) assumes the shares were not redeemed at May 31, 1995 and therefore does
not reflect the deduction of a CDSC.
<TABLE>
<CAPTION>
Aggregate Total Return(1)
Global Bond Global Bond
Global Bond Global Bond Global Bond Fund B Class(3) Fund B Class(3)
Fund A Fund A Fund (Including (Excluding
Class Class Institutional Deferred Sales Deferred Sales
(at Offer) (at NAV) Class Charge) Charge)
<S> <C> <C> <C> <C> <C> <C>
Period Period
12/27/94(2) 12/27/94(2)
through through
5/31/95 3.33% 8.49% 8.59% 5/31/95 4.24% 8.24%
Global Assets Global Assets
Fund B Fund B
Global Assets Global Assets Global Assets Class(3) Class(3)
Fund A Fund A Fund (Including (Excluding
Class Class Institutional Deferred Sales Deferred Sales
(at Offer) (at NAV) Class Charge) Charge)
Period Period
12/27/94(2) 12/27/94(2)
through through
5/31/95 5.41% 11.84% 11.94% 5/31/95 7.53% 11.53%
</TABLE>
1 The Manager has elected to voluntarily waive that portion, if any, of the
annual management fees payable by the Global Bond Series and the Global Asset
Series to ensure that the Total Operating Expenses of these Series (exclusive
of taxes, interest, brokerage commissions, extraordinary expenses and, in the
case of the Class A Shares and the Class B Shares of these Series, 12b-1
expenses) do not exceed .95% through November 30, 1995. In the absence of
such waiver, performance would have been affected negatively.
2 Date of initial public offering; total return for this short of a time period
may not be representative of longer-term results.
3. Only one share is outstanding.
The 30-day yields of the Global Bond Fund A Class, the Global Bond Fund B
Class and the Global Bond Fund Institutional Class as of May 31, 1995, were
7.02%, 6.51% and 7.65%, respectively. Only one share of the Global Bond Fund B
Class is outstanding. Yield assumes the maximum front-end sales charge, if any,
and does not reflect the deduction of any contingent deferred sales charge.
<PAGE>
The following tables are an example, for purposes of illustration only,
of aggregate total return performance for the International Equity Fund A Class
and the International Equity Fund Institutional Class for the three-, six- and
nine-month periods ended May 31, 1995, for the one- and three-year periods ended
May 31, 1995 and for the life of these Classes. Cumulative total return for the
three- and six- month period ended May 31, 1995 and for the period September 6,
1994 (date of initial public offering) through May 31, 1995 is also provided
below for the International Equity Fund B Class. Pursuant to applicable
regulation, total return shown for the Institutional Class for the periods prior
to the commencement of operations of such Class is calculated by taking the
performance of the Class A Shares and adjusting it to reflect the elimination of
all sales charges. However, for those periods, no adjustment has been made to
eliminate the impact of 12b-1 payments, and performance may have been affected
had such an adjustment been made.
<TABLE>
<CAPTION>
Aggregate Total Return(1)
International International
Equity Fund Equity Fund
International International B Class B Class
Equity Fund Equity Fund (Including (Excluding
A Class Institutional Deferred Sales Deferred Sales
(at Offer) Class(2) Charge) Charge)
<S> <C> <C> <C> <C> <C>
3 months 3 months
ended ended
5/31/95 (0.41%) 5.76% 5/31/95 1.43% 5.43%
6 months 6 months
ended ended
5/31/95 (1.24%) 5.01% 5/31/95 0.48% 4.45%
Period
9 months 9/6/94
ended through
5/31/95 (8.46%) (2.62%) 5/31/95(4) (6.79%) (3.11%)
1 year
ended
5/31/95 (3.43%) 2.78%
3 years
ended
5/31/95 18.57% 26.79%
10/31/91(3)
through
5/31/95 27.96% 36.81%
</TABLE>
- ------------
1 Beginning June 1, 1994, Delaware International elected voluntarily to waive
that portion, if any, of the annual management fees payable by the
International Equity Series to the extent necessary to ensure that the Total
Operating Expenses of the International Equity Fund A Class and the
International Equity Fund Institutional Class did not exceed 1.50% (exclusive
of taxes, interest, brokerage commissions, extraordinary expenses and 12b-1
expenses) through November 30, 1994. Through November 30, 1994, this waiver
was also applicable to the International Equity Fund B Class. Prior to June
1, 1994, a waiver and reimbursement commitment was in place to ensure that
expenses did not exceed 1.25% (exclusive of taxes, interest, brokerage
commissions, extraordinary expenses, but inclusive of 12b-1 fees) for the
International Equity Fund A Class and .95% (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) for the International
Equity Fund Institutional Class. In the absence of such waiver, performance
would have been affected negatively.
2 Date of initial public offering was November 9, 1992.
3 Date of initial public offering of International Equity Fund A Class.
4 Date of initial public offering of International Equity Fund B Class; total
return for this short of a time period may not be representative of
longer-term results.
<PAGE>
Aggregate total return performance for each Class of the Global Bond
Series and the Global Assets Series for the three-month period ended May 31,
1995 and for the life of these Classes is provided below.
Aggregate Total Return(1)
Global Bond Global Bond
Fund B Fund B
Global Bond Global Bond Class(3) Class(3)
Fund A Fund (Including (Excluding
Class Institutional Deferred Sales Deferred Sales
(at Offer) Class Charge) Charge)
3 months
ended
5/31/95 0.99% 6.05% 1.66% 5.66%
Period
12/27/94(2)
through
5/31/95 3.33% 8.59% 4.24% 8.24%
Global Assets Global Assets
Fund B Fund B
Global Assets Global Assets Class(3) Class(3)
Fund A Fund (Including (Excluding
Class Institutional Deferred Sales Deferred Sales
(at Offer) Class Charge) Charge)
3 months
ended
5/31/95 2.23% 8.47% 4.07% 8.07%
Period
12/27/94(2)
through
5/31/95 5.41% 11.94% 7.53% 11.53%
- ------------
1 The Manager has elected to voluntarily waive that portion, if any, of the
annual management fees payable by the Global Bond Series and the Global Asset
Series to ensure that the Total Operating Expenses of these Series (exclusive
of taxes, interest, brokerage commissions, extraordinary expenses and, in the
case of the Class A Shares and the Class B Shares of these Series, 12b-1
expenses) do not exceed .95% through November 30, 1995. In the absence of
such waiver, performance would have been affected negatively.
2 Date of initial public offering; total return for this short of a time period
may not be representative of longer-term results.
3. Only one share is outstanding.
The following supplements the information under Purchasing Shares which
appears on page 14:
The minimum initial and subsequent investments with respect to Class A
Shares of each Series will be waived for purchases by officers, directors and
employees of any Delaware Group fund, Delaware Management Company, Inc. ("DMC"),
including Delaware International, or any of DMC's affiliates if the purchases
are made pursuant to a payroll deduction program.
<PAGE>
The following revises the information under Purchasing Shares - Buying At
Net Asset Value which appears on page 17:
Current and former officers, directors and employees of Delaware Group
Global & International Funds, Inc. the ("Fund"), any other fund in the Delaware
Group, DMC, including Delaware International, or any of DMC's affiliates that
may in the future be created, legal counsel to the funds and registered
representatives and employees of broker/dealers who have entered into Dealer's
Agreements with the Distributor may purchase Class A Shares and any such class
of shares of any of the funds in the Delaware Group, including any fund that may
be created, at the net asset value per share.
Beginning May 25, 1995, Class A Shares of each Series may be purchased at
net asset value by any investor within 90 days after a redemption of shares from
a fund outside the Delaware Group of funds provided that: 1) the redeemed shares
were purchased no more than five years before the proposed purchase of Class A
Shares of a Series; and 2) a front-end sales charge was paid in connection with
the purchase of the redeemed shares or a contingent deferred sales charge was
paid upon their redemption.
The following provides updated information under Officers and Directors
which appears on page 27:
On May 31, 1995, the Delaware Group Global & International Funds, Inc.'s
(the "Fund") officers and directors owned less than 1% and approximately 1% of
the outstanding shares of the International Equity Fund A Class and the
International Equity Fund Institutional Class, respectively. On the same date,
the Fund's officers and directors owned approximately 31% and 28% of the
outstanding shares of the Global Bond Fund A Class and the Global Bond Fund
Institutional Class, respectively, and approximately 15% and 14% of the
outstanding shares of the Global Assets Fund A Class and the Global Assets Fund
Institutional Class.
The following shareholders held 5% or more of a Class of shares as of May
31, 1995:
Delaware Management Company Employee Profit Sharing Trust, 1818 Market
Street, Philadelphia, PA 19103 held 276,331 shares (32.60%); PWH Savings, 1410
N. Westshore Blvd., Tampa, FL 32203 held 243,101 shares (28.70%); and Charles
Schwab & Co Inc., Attn Mutual Fund Dept., 101 Montgomery Street, San Francisco,
CA 94104 held 57,472 shares (6.80%) of the outstanding shares of the
International Equity Fund Institutional Class. Shares held by Delaware
Management Company Employee Profit Sharing Trust are beneficially owned by
participants in the plan.
Brian F. Wruble, 7801 Huron St., Philadelphia, PA 19118 held 5,037 shares
(15.35%); Jay Lewis, 525 West End Ave., New York, NY 10024 held 4,545 shares
(13.88%); Delaware Management Company, Inc., c/o Joseph H. Hastings, 1818 Market
Street, Philadelphia, PA 19103 held 3,526 shares (10.75%); and William H.
McClure, FBO William H. McClure, 1256 N. Dorado Way, Tucson, AZ 85715 held 2,434
shares (7.42%) of the outstanding shares of the Global Assets Fund A Class.
Delaware Management Company, Inc., c/o Joseph H. Hastings, 1818 Market
Street, Philadelphia, PA 19103 held 1 share (100%) of the outstanding shares
of the Global Assets Fund B Class.
Delaware Management Company, Inc., c/o Joseph H. Hastings, 1818 Market
Street, Philadelphia, PA 19103 held 80,602 shares (56.62%) and Delaware
Management Company Employee Profit Sharing Trust, 1818 Market Street,
Philadelphia, PA 19103 held 61,743 shares (43.38%) of the outstanding shares of
the Global Assets Fund Institutional Class. As participants in Delaware
Management Company Employee Profit Sharing Trust, Harold A. Ofstie held 18,001
shares (12.65%) and Edward N. Antoian, Dennis L. Adams and Richard G. Unruh
separately held 10,075 shares (7.08%) of the outstanding shares of this Class.
Shares held by Delaware Management Company Employee Profit Sharing Trust are
beneficially owned by participants in the plan.
Prudential Securities, FBO Russell W. Bagley, IRA DTD 4/13/95, 5700
Northwood Rdg., Bloomington, MN 55437 held 8,636 shares (27.07%); Paul E.
Suckow, 1219 Denbigh Ln., Radnor, PA 19087 held 5,127 shares (16.07%); Brian F.
Wruble, 7801 Huron St., Philadelphia, PA 19118 held 5,117 shares (16.04%); and
Delaware Management Company, Inc., c/o Joseph H. Hastings, 1818 Market Street,
Philadelphia, PA 19103 held 3,582 shares (11.23%) of the outstanding shares of
the Global Bond Fund A Class.
<PAGE>
Delaware Management Company, Inc., c/o Joseph H. Hastings, 1818 Market
Street, Philadelphia, PA 19103 held 1 share (100%) of the outstanding shares of
the Global Bond Fund B Class.
Delaware Management Company, Inc., c/o Joseph H. Hastings, 1818 Market
Street, Philadelphia, PA 19103 held 40,938 shares (55.18%); and Delaware
Management Company Employee Profit Sharing Trust, 1818 Market Street,
Philadelphia, PA 19103 held 33,255 shares (44.82%) of the outstanding shares of
the Global Bond Fund Institutional Class. As participants in Delaware Management
Company Employee Profit Sharing Trust, Edward N. Antoian and Richard G. Unruh
separately held 10,257 shares (13.82%) and Dennis L. Adams held 10,234 shares
(13.79%) of the outstanding shares of this Class. Shares held by Delaware
Management Company Employee Profit Sharing Trust are beneficially owned by
participants in the plan.
On April 3, 1995, a merger between Delaware Management Holdings, Inc.
("DMH") and a wholly- owned subsidiary of Lincoln National Corporation ("Lincoln
National") was completed. In connection with the merger, new Investment
Management Agreements between the Fund on behalf of each Series and Delaware
International and a new Sub-Advisory Agreement between Delaware International on
behalf of the Global Assets Series and DMC was executed following shareholder
approval. As a result of the merger, DMH became a wholly-owned subsidiary and
Delaware International and DMC became indirect, wholly-owned subsidiaries of and
each are now 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.
The following replaces information regarding officers and directors of
the Fund: (Unless otherwise noted, the address of each person is One Commerce
Square, Philadelphia, PA 19103.)
<PAGE>
*Wayne A. Stork (58)
Chairman, Director and/or Trustee of the Fund and each of the other 16
funds in the Delaware Group.
Chairman, Chief Executive Officer, Chief Investment Officer and Director
of Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware Management
Holdings, Inc., DMH Corp., Delaware International Advisers Ltd.,
Delaware International Holdings Ltd. and Founders Holdings, Inc.
Chairman and Director of Delaware Management Trust Company.
Director of Delaware Distributors, Inc., Delaware Service Company, Inc.
and Delaware Investment Counselors, Inc.
During the past five years, Mr. Stork has served in various executive
capacities at different times within the Delaware organization.
Brian F. Wruble (52)
President and Chief Executive Officer of the Fund and 15 other funds in
the Delaware Group (which excludes Delaware Pooled Trust, Inc.).
Director of Delaware International Advisers Ltd. and Delaware Investment
Counselors, Inc.
President, Chief Operating Officer and Director of Delaware Management
Holdings, Inc., DMH Corp. and Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware Service
Company, Inc.
Chairman and Director of Delaware Distributors, Inc.
Chairman of Delaware Distributors, L.P.
President of Founders Holdings, Inc.
From 1992 to 1995, Mr. Wruble was a director of the Fund and a director
and/or trustee of each of the other funds in the Delaware Group.
Before joining the Delaware Group in 1992, Mr. Wruble was
Chairman, President and Chief Executive Officer of Equitable
Capital Management Corporation from July 1985 through April 1992
and was Executive Vice President of Equitable Life Assurance
Society of the United States from September 1984 through April
1992 and Chief Investment Officer from April 1991 through April
1992. Mr. Wruble has previously held executive positions with
Smith Barney, Harris Upham, and H.C. Wainwright & Co.
- ------------
*Director affiliated with the investment manager of the Fund and considered an
"interested person" as defined in the Investment Company Act of 1940.
<PAGE>
Winthrop S. Jessup (49)
Executive Vice President of the Fund and 15 other funds in the Delaware
Group (which excludes Delaware Pooled Trust, Inc.).
President and Chief Executive Officer of Delaware Pooled Trust, Inc.
President and Director of Delaware Investment Counselors, Inc.
Executive Vice President and Director of Delaware Management Holdings,
Inc., DMH Corp., Delaware Management Company, Inc., Delaware
Management Trust Company, Delaware International Holdings Ltd. and
Founders Holdings, Inc.
Vice Chairman and Director of Delaware Distributors, Inc.
Vice Chairman of Delaware Distributors, L.P.
Director of Delaware Service Company, Inc. and Delaware International
Advisers Ltd.
During the past five years, Mr. Jessup has served in various executive
capacities at different times within the Delaware organization.
Richard G. Unruh, Jr. (55)
Executive Vice President of the Fund and each of the other 16 funds in
the Delaware Group.
Executive Vice President and Director of Delaware Management Company,
Inc.
Senior Vice President of Delaware Management Holdings, 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.
Walter P. Babich (67)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
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.
Anthony D. Knerr (56)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
500 Fifth Avenue, New York, NY 10110.
Consultant, Anthony Knerr & Associates.
From 1982 to 1988, Mr. Knerr was Executive Vice President/Finance and
Treasurer of Columbia University, New York. From 1987 to 1989, he
was also a lecturer in English at the University. In addition,
Mr. Knerr was Chairman of The Publishing Group, Inc., New York,
from 1988 to 1990. Mr. Knerr founded The Publishing Group, Inc. in
1988.
Ann R. Leven (54)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
785 Park Avenue, New York, NY 10021.
Treasurer, National Gallery of Art.
From 1984 to 1990, Ms. Leven was Treasurer and Chief Fiscal Officer of
the Smithsonian Institution, Washington, DC, and from 1975 to
1994, she was Adjunct Professor of Columbia Business School.
<PAGE>
W. Thacher Longstreth (74)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
1617 John F. Kennedy Boulevard, Philadelphia, PA 19103.
Vice Chairman, Packquisition Corp., a financial printing, commercial
printing and information processing firm.
Philadelphia City Councilman.
President, MLW, Associates.
Director, Tasty Baking Company.
Director, Healthcare Services Group.
Charles E. Peck (69)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
P.O. Box 1102, Columbia, MD 21044.
Secretary, Enterprise Homes, Inc.
From 1981 to 1990, Mr. Peck was Chairman and Chief Executive Officer of
The Ryland Group, Inc., Columbia, MD.
David K. Downes (55)
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer of the Fund, each of the other 16 funds in the Delaware
Group and Delaware Management Company, Inc.
President/Chief Executive Officer and Director of Delaware Management
Trust Company.
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer/Treasurer of Delaware Management Holdings, Inc.
Senior Vice President/Chief Financial Officer/Treasurer and Director of
DMH Corp.
Senior Vice President/Chief Administrative Officer and Director of
Delaware Distributors, Inc.
Senior Vice President/Chief Administrative Officer of Delaware
Distributors, L.P.
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer and Director of Delaware Service Company, Inc.
Chief Financial Officer and Director of Delaware International Holdings
Ltd.
Senior Vice President/Chief Financial Officer/Treasurer of Delaware
Investment Counselors, Inc.
Senior Vice President/Chief Financial Officer and Director of Founders
Holdings, Inc.
Director of Delaware International Advisers Ltd.
Before joining the Delaware Group in 1992, Mr. Downes was Chief
Administrative Officer, Chief Financial Officer and Treasurer of
Equitable Capital Management Corporation, New York, from December
1985 through August 1992, Executive Vice President from December
1985 through March 1992, and Vice Chairman from March 1992 through
August 1992.
<PAGE>
George M. Chamberlain, Jr. (48)
Senior Vice President and Secretary of the Fund, each of the other 16
funds in the Delaware Group, Delaware Management Holdings, Inc.,
Delaware Distributors, L.P. and Delaware Investment Counselors,
Inc.
Senior Vice President, Secretary and Director of DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, Inc., Delaware
Service Company, Inc., Delaware Management Trust Company and
Founders Holdings, Inc.
Secretary and Director of Delaware International Holdings Ltd.
Director of Delaware International Advisers Ltd.
Attorney.
During the past five years, Mr. Chamberlain has served in various
capacities at different times within the Delaware organization.
Paul E. Suckow (47)
Senior Vice President/Chief Investment Officer, Fixed Income of the Fund,
each of the other 16 funds in the Delaware Group, Delaware
Management Holdings, Inc. and Delaware Management Company, Inc.
Senior Vice President and Director of Founders Holdings, Inc.
Director of Founders CBO Corporation.
Before returning to the Delaware Group in 1993, Mr. Suckow was Executive
Vice President and Director of Fixed Income for Oppenheimer
Management Corporation, New York, NY from 1985 to 1992. Prior to
that, Mr. Suckow was a fixed income portfolio manager for the
Delaware Group.
George H. Burwell (33)
Vice President/Senior Portfolio Manager of the Fund, of seven other
equity funds in the Delaware Group and of Delaware Management
Company, Inc.
Before joining the Delaware Group in 1992, Mr. Burwell was a portfolio
manager for Midlantic Bank, New Jersey. In addition, he was a
security analyst for Balis & Zorn, New York and for First Fidelity
Bank, New Jersey.
Paul A. Matlack (35)
Vice President/Senior Portfolio Manager of the Fund, of nine other
income funds and the closed-end funds in the Delaware Group and of
Delaware Management Company, Inc.
Vice President of Founders Holdings, Inc.
Secretary and Director of Founders CBO Corporation.
During the past five years, Mr. Nichols has served in various capacities
at different times within the Delaware organization.
Gerald T. Nichols (37)
Vice President/Senior Portfolio Manager of the Fund, of nine other
income funds and the closed-end funds in the Delaware Group and of
Delaware Management Company, Inc.
Vice President of Founders Holdings, Inc.
Treasurer and Director of Founders CBO Corporation.
During the past five years, Mr. Nichols has served in various capacities
at different times within the Delaware organization.
<PAGE>
James R. Raith, Jr. (44)
Vice President/Senior Portfolio Manager of the Fund, of nine other
income funds in the Delaware
Group and of Delaware Management Company, Inc.
Vice President of Founders Holdings, Inc.
President and Director of Founders CBO Corporation.
During the past five years, Mr. Raith has served in various capacities at
different times within the Delaware organization.
Joseph H. Hastings (45)
Vice President/Corporate Controller of the Fund, each of the other 16
funds in the Delaware Group, Delaware Management Holdings, Inc.,
DMH Corp., Delaware Management Company, Inc., Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware International Holdings Ltd., Delaware
Investment Counselors, Inc. and Founders Holdings, Inc.
Vice President/Corporate Controller/Treasurer of Delaware Management
Trust Company.
Assistant Treasurer of Founders CBO Corporation.
1818 Market Street, Philadelphia, PA 19103.
Before joining the Delaware Group in 1992, Mr. Hastings was Chief
Financial Officer for Prudential Residential Services, L.P., New
York, NY from 1989 to 1992. Prior to that, Mr. Hastings served as
Controller and Treasurer for Fine Homes International, L.P.,
Stamford, CT from 1987 to 1989.
<PAGE>
The following supplements the Financial Statements section which appears
on page 40:
Unaudited financial information for the International Equity Series, the
Global Bond Series and the Global Assets Series for the period ended May 31,
1995 is provided below.
<PAGE>
Delaware Group Global & International Funds, Inc. -
International Equity Series
Statement of Net Assets
May 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Number Market
of Shares Value
(U.S. $)
<S> <C> <C>
COMMON STOCK-93.54%
Australia-8.28%
CSR Limited 133,989 $ 423,387
National Australia Bank 311,470 2,658,918
Pacific Dunlop 864,192 1,853,662
Santos 355,098 876,691
-----------
5,812,658
-----------
Belgium-7.06%
Cimenterics CBR Cementbedrij 2,840 1,125,272
* Cimenterics CBR Cementbedrij Put Warrants 2,840 26,517
Electrabel NPV 10,490 2,204,685
G.I.B. Holdings 33,800 1,586,116
G.I.B. Holdings-VVPR 380 17,884
-----------
4,960,474
-----------
Canada-2.24%
BC Telephone 91,250 1,574,712
-----------
1,574,712
-----------
France-5.61%
Alcatel Alsthom 11,012 1,000,890
Compagnie de Saint Gobain 10,766 1,344,992
Elf Aquitaine 19,749 1,593,174
-----------
3,939,056
-----------
Germany-6.29%
Bayer AG 8,009 1,934,516
Continental AG 5,450 821,550
Siemens AG 3,490 1,657,318
-----------
4,413,384
-----------
Hong Kong-2.56%
Hong Kong Electric 335,000 1,191,015
Wharf (Holdings) Limited 184,000 604,215
-----------
1,795,230
-----------
Indonesia-1.61%
PT Bank Dagang Nasional 650,000 1,131,295
-----------
1,131,295
-----------
<PAGE>
Japan-14.00%
Amano 133,000 1,728,448
Canon Electronics 96,000 1,497,122
Eisai Co. Limited 88,000 1,549,105
Kinki Coca-Cola Bottling Y50 111,000 1,573,679
Matsushita Electric 130,000 2,011,994
Senko 222,000 1,463,522
-----------
9,823,870
-----------
Malaysia-2.10%
Oriental Holdings Berhad 103,000 539,048
Sime Darby Berhad 330,000 937,158
-----------
1,476,206
-----------
Netherlands-6.58%
Elsevier - CVA 84,000 971,129
Koninklijke Van Ommrn 36,000 1,071,198
Royal Dutch Petroleum 9,820 1,227,112
Unilever NV - CVA 10,730 1,348,961
-----------
4,618,400
-----------
New Zealand-2.97%
Clarter Holt Harvey Limited 277,300 698,131
Telecom Corp. of New Zealand 348,920 1,390,674
-----------
2,088,805
-----------
Philippines-1.11%
Philippine Long Distance
Telephone Company ADR 10,900 777,988
-----------
777,988
-----------
Singapore-1.67%
Jardine Matheson Holdings Limited 149,800 1,175,930
-----------
1,175,930
-----------
</TABLE>
- ------------
* Known and does business as International Equity Fund.
<PAGE>
Statement of Net ssets (Continued)
<TABLE>
<CAPTION>
Number Market
of Shares Value
(U.S. $)
<S> <C> <C>
COMMON STOCK (Continued)
Spain-3.44%
Banco Central Hispanoamer SA 23,452 $ 535,298
Telefonica de Espana 143,500 1,883,368
-----------
2,418,666
-----------
United Kingdom-28.02%
Bass plc 200,000 1,852,264
Blue Circle Industries 347,000 1,670,230
British Airways plc 250,000 1,632,248
British Gas plc 315,000 1,513,701
Cable & Wireless 275,000 1,843,527
* Costain Group plc 509,627 89,053
Dawson International 647,500 1,224,027
GKN plc 152,900 1,522,928
Great Universal Stores 178,200 1,736,707
RTZ 118,700 1,516,041
Sears plc 880,350 1,538,340
Taylor Woodrow plc 900,825 1,674,290
Unigate 300,000 1,858,618
-----------
19,671,974
-----------
Total Common Stock (cost $62,012,850) 65,678,648
Principal -----------
Amount**
BONDS-0.71%
World Bank 10.625% 9/8/98 Sp62,000,000 497,203
-----------
Total Bonds (cost $518,172) 497,203
-----------
GOVERNMENT OBLIGATIONS-2.85%
Government of Canada 10.25% 3/15/14 C$2,300,000 2,000,109
-----------
Total Government Obligations (cost $1,972,794) 2,000,109
-----------
REPURCHASE AGREEMENTS-0.58%
With PaineWebber 6.125% 6/1/95
(dated 5/31/95, collateralized by
$392,000 U.S. Treasury Notes 7.75%
due 12/31/95 market value $429,470) $409,000 409,000
-----------
Total Repurchase Agreements (cost $409,000) 409,000
-----------
TOTAL MARKET VALUE OF SECURITIES-97.68%
(cost $64,912,816) 68,584,960
RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES-2.32% 1,631,123
-----------
NET ASSETS APPLICABLE TO 5,911,815 SHARES
($.01 PAR VALUE) OUTSTANDING - 100.00% $ 70,216,083
===========
NET ASSET VALUE - INTERNATIONAL EQUITY FUND A CLASS
($58,553,242 / 4,931,755 shares) $ 11.87
===========
NET ASSET VALUE - INTERNATIONAL EQUITY FUND B CLASS
($1,564,576 / 132,214 shares) $ 11.83
===========
NET ASSET VALUE - INTERNATIONAL EQUITY FUND INSTITUTIONAL
CLASS ($10,098,265 / 847,846 shares) $ 11.91
===========
COMPONENTS OF NET ASSETS AT MAY 31, 1995:
Common stock $.01 par value, 500,000,000
shares authorized to the Fund with 50,000,000
shares allocated to the International Equity
Fund A Class, 50,000,000 shares allocated
to the International Equity Fund B Class
and 50,000,000 shares allocated to the
International Equity Fund Institutional
Class $ 66,746,810
Accumulated undistributed income:
Net investment income 302,869
Net realized loss on investments
and foreign currencies (748,189)
Net unrealized appreciation on
investments and foreign currencies 3,914,593
-----------
Total net assets $ 70,216,083
===========
</TABLE>
<PAGE>
- ------------
* Non-income producing security for the six months ended May 31, 1995.
** Principal amount is stated in the currency in which each bond is
denominated.
See accompanying notes
<PAGE>
Delaware Group Global & International Funds, Inc. -
Global Assets Series
Statement of Net Assets
May 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Number Market
of Shares Value
(U.S. $)
<S> <C> <C>
COMMON STOCK-54.60%
Australia-3.08%
CRS Limited 4,150 $ 13,113
National Australia Bank 2,380 20,317
Pacific Dunlop 12,175 26,115
-----------
59,545
-----------
Belgium-1.80%
Electrabel NPV 110 23,119
G.I.B. Holdings 250 11,732
-----------
34,851
-----------
Canada-0.77%
BC Telephone 865 14,927
-----------
14,927
-----------
France-2.32%
Compagnie de Saint Gobain 230 28,734
Elf Aquitaine 200 16,134
-----------
44,868
-----------
Germany-2.24%
Bayer AG 110 26,570
RWE AG 50 16,861
-----------
43,431
-----------
Hong Kong-0.81%
Hong Kong Electric 3,500 12,443
Wharf (Holdings) Limited 1,000 3,284
-----------
15,727
-----------
Indonesia-0.36%
PT Bank Dagang Nasional 4,000 6,962
-----------
6,962
-----------
Japan-4.93%
Canon Electronics 1,000 15,595
Eisai Co Ltd 1,000 17,603
Hitachi Limited 2,000 19,305
Matsushita Electric 2,000 30,954
Yokohama Reito 1,000 12,051
-----------
95,508
-----------
Malaysia-0.63%
Sime Darby Berhad 4,300 12,211
-----------
12,211
-----------
Netherlands-2.75%
Elsevier - CVA 1,200 13,873
Koninklijke Van Ommrn 565 16,812
Royal Dutch Petroleum 180 22,493
-----------
53,178
-----------
<PAGE>
New Zealand-1.20%
Carter Holt Harvey Limited 2,300 5,790
Telecom Corp of New Zealand 4,400 17,537
-----------
23,327
-----------
Philippines-0.37%
Philippine Long Distance Telephone
Company ADR 100 7,138
-----------
7,138
-----------
Singapore-0.49%
Jardine Matheson Holdings Limited 1,200 9,420
-----------
9,420
-----------
Spain-1.71%
Banco Central Hispanoamer SA 635 14,494
Telefonica de Espana 1,425 18,702
-----------
33,196
-----------
United Kingdom-9.08%
Bass plc 2,800 25,932
Blue Circle Industries 4,400 21,179
British Airways plc 2,600 16,975
British Gas plc 4,000 19,222
</TABLE>
<PAGE>
Statement of Net Assets (Continued)
<TABLE>
<CAPTION>
Number Market
of Shares Value
(U.S. $)
<S> <C> <C>
COMMON STOCK (Continued)
United Kingdom (continued)
Dawson International plc 7,900 $ 14,934
GKN plc 2,100 20,917
RTZ 1,500 19,158
Sears plc 11,300 19,746
Taylor Woodrow plc 9,500 17,657
-----------
175,720
-----------
United States-22.06%
AT&T 200 10,150
Abbott Laboratories 200 8,000
Air Products & Chemicals 200 10,625
ALLTEL 500 12,313
Banta 200 6,650
ConAgra 600 20,025
Corning 200 6,400
Developers Diversified Realty 500 14,125
Diebold 200 8,325
duPont (EI) deNemours 200 13,575
Eaton 200 12,225
Exxon 200 14,275
Federal Home Loan 200 13,625
First USA 100 4,725
Fleetwood Enterprises 200 4,150
Foster Wheeler 200 6,575
General Electric 200 11,600
Imperial Oil Limited 200 7,775
Limited 300 6,675
Lockheed Martin 200 11,900
Loctite 300 14,963
MBNA 400 13,500
May Department Stores 300 11,775
Mellon Bank 200 8,550
Nationwide Health Properties 300 11,175
PMI Group 100 4,088
Philip Morris 200 14,575
Praxair 300 7,463
Procter & Gamble 100 7,188
RJR Nabisco Holdings 400 11,400
Reynolds & Reynolds Class A 300 8,625
Rite Aid 500 11,875
Rockwell International 200 9,125
Sbarro 300 6,900
Service International 800 22,900
Sonat 400 13,150
Sunbeam-Oster 500 9,063
Tribune 100 5,963
Tyco International 300 16,238
Wal-Mart Stores 300 7,500
Wallace Computer Services 200 7,250
-----------
426,979
-----------
Total Common Stock (cost $990,077) 1,056,988
Principal**
Amount
BONDS-35.35%
Australia-6.18%
Australian Government
9.00% 9/15/04 A$100,000 72,523
Bank of Austria 10.875%
11/17/04 60,000 47,074
-----------
119,597
-----------
Canada-6.39%
Government of Canada 8.50% 3/1/00 C$80,000 60,891
Government of Canada 9.00% 12/1/04 50,000 39,153
Rabobank Nederland 9.75% 8/5/04 30,000 23,708
-----------
123,752
-----------
Italy-2.00%
Eurofima 7.70% 2/2/04 Itl80,000 38,794
-----------
38,794
-----------
<PAGE>
Spain-3.22%
Spanish Government 10.50% 10/30/03 Sp 8,000,000 62,267
-----------
62,267
-----------
Sweden-2.34%
Swedish Government 13.00% 6/15/01 Sk300,000 45,343
-----------
45,343
-----------
</TABLE>
<PAGE>
Statement of Net Assets (Continued)
<TABLE>
<CAPTION>
Principal** Market
Amount Value
(U.S. $)
<S> <C> <C>
BONDS-(Continued)-
United Kingdom-1.93%
Ontario Province 6.875% 9/15/00 GBP25,000 $ 37,282
----------
37,282
----------
United States-13.29%
AK Steel 10.75% 4/1/04 $ 25,000 26,500
American Standard 10.875% 5/15/99 25,000 26,656
Continental Cablevision 11.00% 6/1/07 25,000 27,688
Ferrellgas LP/Finance 10.00% 8/1/01 15,000 15,788
HealthSouth Rehabilitation 9.50% 4/1/01 25,000 25,688
Louis Dreyfus Natural Gas 9.25% 6/15/04 25,000 26,063
MGM Grand Hotels 12.00% 5/1/02 25,000 27,938
Owens-Illinois 11.00% 12/1/03 25,000 27,781
Rogers Cable Systems 9.625% 8/1/02 25,000 25,375
Viacom International 10.25% 9/15/01 25,000 27,875
----------
257,352
----------
Total Bonds (Cost $656,346) 684,387
----------
REPURCHASE AGREEMENTS-12.97%
With PaineWebber 6.125% 6/1/95
(dated 5/31/95, collateralized by
$240,000 U.S. Treasury Notes 7.75%
due 12/31/99 market value $263,562) $ 251,000 251,000
----------
Total Repurchase Agreements (cost $251,000) 251,000
----------
TOTAL MARKET VALUE OF SECURITIES-102.92%
(cost $1,897,423) 1,992,375
LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS-(2.92%) (56,514)
----------
NET ASSETS APPLICABLE TO 174,244 SHARES
($.01 PAR VALUE) OUTSTANDING-100.00% $ 1,935,861
==========
NET ASSET VALUE - GLOBAL ASSETS FUND A
CLASS ($354,026 / 31,898 shares) $ 11.10
==========
NET ASSET VALUE - GLOBAL ASSETS FUND B
CLASS ($11.09 / 1 share) $ 11.09
==========
NET ASSET VALUE - GLOBAL ASSETS FUND
INSTITUTIONAL CLASS ($1,581,824 / 142,345 shares) $ 11.11
==========
COMPONENTS OF NET ASSETS AT MAY 31, 1995:
Common stock $.01 par value, 500,000,000
shares authorized to the Fund with
50,000,000 shares allocated to the Global
Assets Fund A Class, 50,000,000 shares
allocated to the Global Assets Fund B
Class and 50,000,000 shares allocated to
the Global Assets Fund Institutional Class $ 1,772,552
Accumulated undistributed income:
Net investment income 19,732
Net realized gain on investments and
and foreign currencies 48,454
Net unrealized appreciation on
investments and foreign currencies 95,123
----------
Total net assets $ 1,935,861
==========
</TABLE>
- ------------
* Non-income producing security for the six months ended
May 31, 1995.
** Principal amount is stated in the currency in which each bond is
denominated.
A$ - Australian dollars
C$ - Canadian dollars
Itl - Italian lira
Sp - Spanish pesetas
SK - Swedish kronas
GBP - British pounds
$ - U.S. dollars
See accompanying notes
<PAGE>
Delaware Group Global & International Funds, Inc. - Global Bond Series
Statement of Net Assets
May 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Principal Market
Amount* Value
(U.S. $)
<S> <C> <C>
BONDS-87.41%
Australia-19.48%
Australian Government 13.00% 2000 A$50,000 $ 42,909
Australian Government 9.00% 2004 50,000 36,261
Cadbury Schweppes, Australia 8.50% 1999 40,000 28,522
South Australian Government Finance 7.25% 2003 50,000 32,008
State Bank of New South Wales 9.00% 2002 70,000 50,606
Treasury Corp. Victoria 10.50% 2003 40,000 30,789
-----------
221,095
-----------
Canada-16.87%
Government of Canada 8.25% 1997 C$80,000 59,553
Deutsche Bank 7.00% 2004 80,000 53,579
KFW International Finance 9.50% 2002 50,000 38,897
Rabobank Nederland 9.75% 2004 50,000 39,513
-----------
191,542
-----------
Italy-6.41%
Eurofima 7.70% 2004 Itl150,000,000 72,738
-----------
72,738
-----------
Spain-10.29%
Spanish Government 10.50% 2003 SP15,000,000 116,751
-----------
116,751
-----------
Sweden-6.66%
Swedish Government 13.00% 2001 SK500,000 75,572
-----------
75,572
-----------
United Kingdom-3.29%
Ontario Province 6.875% 2000 GBP25,000 37,282
-----------
37,282
-----------
United States-24.41%
U.S. Treasury Note 7.875% 2004 $250,000 277,031
-----------
277,031
-----------
Total Bonds (cost $958,321) 992,011
-----------
Repurchase Agreements-9.52%
With PaineWebber 6.125% 6/1/95
(dated 5/31/95, collateralized by
$103,000 U.S. Treasury Notes 7.75%
due 12/31/99, market value $113,405) $108,000 108,000
-----------
Total Repurchase Agreements (cost $108,000) 108,000
-----------
TOTAL MARKET VALUE OF SECURITIES-96.93%
(COST $1,066,321) $ 1,100,011
RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES-3.07% 34,842
-----------
NET ASSETS APPLICABLE TO 107,007 SHARES ($.01 PAR VALUE)
OUTSTANDING-100.00% $ 1,134,853
===========
NET ASSET VALUE - GLOBAL BOND FUND A CLASS
($347,662 / 32,813 shares) $ 10.60
===========
NET ASSET VALUE - GLOBAL BOND FUND B CLASS
($10.60 / 1 share) $ 10.60
===========
NET ASSET VALUE - GLOBAL BOND FUND INSTITUTIONAL
CLASS ($787,180 / 74,193 shares) $ 10.61
===========
</TABLE>
<PAGE>
Statement of Net Assets (Continued)
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
COMPONENTS OF NET ASSETS AT MAY 31, 1995:
Common stock $.01 par value, 500,000,000
shares authorized to the Fund with
50,000,000 shares allocated to the Global
Bond Fund A Class, 50,000,000 shares
allocated to the Global Bond Fund B Class
and 50,000,000 shares allocated to the
Global Bond Fund Institutional Class $ 1,077,622
Accumulated undistributed income:
Net investment income 6,742
Net realized gain on investments
and foreign currencies 17,875
Net unrealized appreciation on
investments and foreign currencies 32,614
------------
Total net assets $ 1,134,853
============
</TABLE>
- -------------
** Principal amount is stated in the currency of the country in which
each security is denominated.
A$ - Australian dollars
C$ - Canadian dollars
Itl - Italian lira
Sp - Spanish pesetas
Sk - Swedish kronas
GBP - British pounds
$ - U.S. dollars
<PAGE>
Delaware Group Global & International Funds, Inc. -
Statement of Assets and Liabilities
May 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
International Global Global
Equity Assets Bond
Series Series Series
------------- ----------- -----------
ASSETS:
<S> <C> <C> <C>
Investments at market $68,584,960 $1,992,375 $1,100,011
Cash and foreign currencies 917,153 2,593 3,023
Dividends and interest receivable 359,469 31,930 37,195
Subscriptions receivable 353,658 9,898 ---
Receivable for securities sold 19,081 --- ---
Other assets 234,089 121,921 121,669
----------- ---------- ----------
Total assets 70,468,410 2,158,717 1,261,898
----------- ---------- ----------
LIABILITIES:
Liquidations payable 233,920 --- ---
Payable for securities purchased --- 94,616 ---
Other accounts payable and
accrued expenses 18,407 128,240 127,045
----------- ---------- ----------
Total liabilities 252,327 222,856 127,045
----------- ---------- ----------
TOTAL NET ASSETS $70,216,083 $1,935,861 $1,134,853
=========== ========== ==========
</TABLE>
See accompanying notes
<PAGE>
Delaware Group Global & International Funds, Inc.-
Statement of Operations
For the Six Months Ended May 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
International Global Global
Equity Assets Bond
Series Series Series
------------- ---------- ---------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest $ 195,423 $ 27,240 $ 33,497
Dividends 1,251,792 11,184 ---
---------- --------- ---------
1,447,215 38,424 33,497
---------- --------- ---------
EXPENSES:
Management fees 233,103 3,001 1,042
Dividend disbursing and
transfer agent fees and expenses 201,465 1,161 588
Distribution expense 85,088 261 226
Registration fees 30,000 14,846 14,724
Custodian fees 26,140 8,655 4,855
Reports and statements to
shareholders 23,358 4,772 4,752
Professional fees 17,903 7,022 7,022
Salaries 7,619 155 94
Taxes (other than taxes on income) 5,265 68 40
Directors' fees 3,060 2,000 2,000
Amortization of organization
expenses 1,754 28,821 28,838
Other 10,757 1,787 1,885
---------- --------- ---------
645,512 72,549 66,066
Less expenses absorbed by Delaware
International Advisers Ltd. -0- 66,046 62,056
---------- --------- ---------
645,512 6,503 4,010
---------- --------- ---------
NET INVESTMENT INCOME
BEFORE FOREIGN TAX WITHHELD 801,703 31,921 29,487
FOREIGN TAX WITHHELD (135,819) (778) ---
---------- --------- ---------
NET INVESTMENT INCOME 665,884 31,143 29,487
---------- --------- ---------
NET REALIZED GAIN AND
UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN
CURRENCIES:
Net realized gain (loss) on:
Investment transactions 890,867 46,034 17,600
Foreign currencies (1,581,703) 2,420 275
---------- --------- --------
Net realized gain (loss) (690,836) 48,454 17,875
Net unrealized appreciation of
investment and foreign currencies 3,135,819 95,123 32,614
---------- --------- --------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS AND
FOREIGN CURRENCIES 2,444,983 143,577 50,489
---------- --------- --------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $3,110,867 $ 174,720 $ 79,976
========== ========= =========
</TABLE>
See accompanying notes
<PAGE>
Delaware Group Global & International Fund, Inc. -
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
12/27/94*
Six Months to Year Ended
Ended 5/31/95 5/31/95 11/30/94
------------- ------------------------------------ --------------
(Unaudited) (Unaudited)
International Global Global International
Equity Series Assets Series Bond Series Equity Series
------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 665,884 $ 31,143 $ 29,487 $ 1,076,443
Net realized gain (loss) on investments
and foreign currencies (690,836) 48,454 17,875 2,129,633
Net unrealized appreciation (depreciation) of
investments and foreign currencies 3,135,819 95,123 32,614 (429,323)
------------ ------------ --------- -----------
Net increase in net assets resulting
from operations 3,110,867 174,720 79,976 2,776,753
------------ ------------ --------- -----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income:
A Class (572,164) (1,405) (4,838) (790,811)
B Class (7,371) --- --- (491)
Institutional Class (107,162) (10,006) (17,908) (103,280)
Net realized gain from security
transactions:
A Class (2,121,203) --- --- (424,858)
B Class (29,909) --- --- ---
Institutional Class (303,387) --- --- (50,865)
------------ ------------ --------- -----------
(3,141,196) (11,411) (22,746) (1,370,305)
------------ ------------ --------- -----------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
A Class 19,407,631 351,803 296,612 53,822,589
B Class 947,832 10 10 682,252
Institutional Class 3,412,547 1,507,634 772,876 5,208,314
Net asset value of shares issued upon
reinvestment of dividends from net
investment income and net realized
gain from security transactions:
A Class 2,560,221 1,405 4,749 1,092,988
B Class 35,357 --- --- 463
Institutional Class 365,851 10,006 17,908 146,299
------------ ------------ --------- -----------
26,729,439 1,870,858 1,092,155 60,952,905
------------ ------------ --------- -----------
Cost of shares repurchased:
A Class (17,064,043) (55,778) (165) (34,129,609)
B Class (60,234) ---- --- (35,989)
Institutional Class (1,331,474) (77,528) (49,367) (1,852,746)
------------ ------------ --------- -----------
(18,455,751) (133,306) (49,532)
Increase in net assets derived from
capital share transactions 8,273,688 1,737,552 1,042,623 24,934,561
------------ ------------ --------- -----------
NET INCREASE IN NET ASSETS 8,243,359 1,900,861 1,099,853 26,341,009
NET ASSETS:
Beginning of period 61,972,724 35,000 35,000 35,631,715
------------ ------------ --------- -----------
End of period $ 70,216,083 $ 1,935,861 $ 1,134,853 $ 61,972,724
============ ============ ========= ===========
Undistributed net investment income $ 302,869 $ 19,732 $ 6,742 $ 323,682
============ ============ ========= ===========
</TABLE>
- ------------
* Date of initial public offering
See accompanying notes
<PAGE>
Delaware Group Global & International Funds, Inc.
Notes to Financial Statements
May 31, 1995
(Unaudited)
Delaware Group Global & International Funds, Inc. (the "Fund") is
registered as a diversified open-end investment company under the Investment
Company Act of 1940. The Fund is organized as a Maryland corporation and offers
three series (the "Series"). Each Series offers three classes of shares.
1. Significant Accounting Policies
The following accounting policies are in accordance with general
accounting principles and are consistently followed by the Fund for financial
statement preparation:
Security Valuation-Securities listed on an exchange are valued at the last
quoted sales price as of 4:00 pm on the valuation date. Securities not traded
are valued at the last quoted bid price. Securities not listed on an exchange
are valued at the mean of the last quoted bid and asked prices. Securities
listed on a foreign exchange are valued at the last quoted sale price before the
time when the Fund is valued. Money market instruments having less than 60 days
to maturity are valued at amortized cost. Security transactions are recorded on
the date the securities are purchased or sold (trade date).
Federal Income Taxes-Each Series intends to continue to qualify as a regulated
investment company and make the requisite distributions to shareholders.
Accordingly, no provision for federal income taxes is required in the financial
statements.
Repurchase Agreements-Each Series may invest in a pooled cash account along with
other members of the Delaware Group Family of Funds. The aggregated daily
balance of the pooled cash account is invested in repurchase agreements secured
by obligations of the U.S. Government. The respective collateral is held by the
Series' custodian bank until the maturity of the respective repurchase
agreements. Each repurchase agreement is 102% collateralized. However, in the
event of default or bankruptcy by the counterparty to the agreement, realization
of the collateral may be subject to legal proceedings.
Class Accounting-Investment income, common expenses and gain (loss) are
allocated to the various classes of each Series on the basis of daily net assets
of each class. Distribution expenses relating to a specific class are charged
directly to that class.
Foreign Currencies-The value of all assets and liabilities denominated in
foreign currencies are translated into the U.S. dollars at the exchange rate of
such currencies against the U.S. dollar as of 3:00 pm EST. Forward foreign
currency contracts are valued at the mean between the bid and asked prices of
the contracts. Interpolated values are derived when the settlement date of the
contract is an interim date for which quotations are not available.
Other-Expenses common to all Funds within the Delaware Group Family of Funds are
allocated amongst the funds on the basis of average net assets. Costs used in
calculating realized gains and losses on the sale of investment securities are
those of the specific securities sold. Dividend income is recorded on the
ex-divided date and interest income is recorded on an accrual basis. Original
discounts are accreted to interest income over the lives of the respective
securities.
2. Investment Management and Distribution Agreements
In accordance with the terms of the Investment Management Agreement, the
Fund pays Delaware International Advisers Ltd. (DIAL), the investment manager of
each Series, an annual fee which is calculated daily at the rate of 0.75% of the
net assets of the Series less fees paid to the independent directors. DIAL has
entered into a sub-advisory agreement with Delaware Management Company, Inc.
(DMC) with respect to the management of the Global Assets Series' investments in
U.S. securities. DMC will receive from DIAL 25% of the investment management
fees and other expenses for the Global Assets Series. At May 31, 1995, the
International Equity Series had a liability for Investment Management fees and
other expenses payable to DIAL for $14,859.
DIAL has elected voluntarily to waive that portion, if any, of the annual
management fees payable by the Global Assets Series and the Global Bond Series
to the extent necessary to ensure that the annual operating expenses exclusive
of taxes, interest, brokerage commissions and extraordinary expenses do not
exceed 1.25%, 1.95%, and 0.95% for the A Class, B Class, and Institutional
Class, respectively. Total expenses absorbed by DIAL were $66,046 for the Global
Asset Series and $62,056 for the Global Bond Series.
Pursuant to the Distribution Agreement, the Fund pays Delaware
Distributors L.P. (DDLP), the Distributor and an affiliate of DMC, an annual fee
of 0.30% of the average daily net assets of the A Class and 1.00% of the average
daily net assets of the B Class. No distribution expenses are paid by the
Institutional Class. At May 31, 1995, the International Equity Series, the
Global Assets Series and the Global Bond Series had liabilities for distribution
fees and other expenses payable to DDLP for $5,021, $47,133 and $51,666,
respectively. For the six months ended May 31, 1995, the Fund paid DDLP $20,421,
$339 and $204 for commissions earned on sales of A Class shares for the
International Equity Series, the Global Assets Series and the Global Bond
Series, respectively.
The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate
of DMC to serve as dividend disbursing and transfer agent for the Fund. For the
six months ended May 31, 1995, the amount expensed for these services were
$201,465, $1,161, and $585 for the International Equity Series, the Global
Assets Series, and the Global Bond Series, respectively. At May 31, 1995, the
International Equity Series, the Global Assets Series and the Global Bond
Series, had liabilities for such fees and other expenses to DSC for $6,429,
$13,638 and $12,805, respectively.
Certain officers of the Investment Manager are officers, directors and/or
employees of the Fund. These officers, directors and employees are paid no
compensation by each Series.
On April 3, 1995, Delaware Management Holdings, Inc., the indirect parent
of DIAL, DMC, DDLP and DSC, through a merger transaction (the "Merger") became a
wholly-owned subsidiary of Lincoln National Corporation. Other than the
resulting change in ownership, the Merger will not materially change the manner
in which DIAL or DMC have heretofore conducted their relationship with each
Series. The same personnel who manage the operations and affairs of each Series
before the Merger have continued to manage their operations and affairs since
the Merger.
<PAGE>
Statement of Net Assets (Continued)
3. Investments
During the six months ended May 31, 1995, the Fund made purchases and
sales of investment securities other than U.S. government securities and
temporary cash investments as follows:
International Global Global
Equity Assets Bond
Series Series Series
------------ ---------- ----------
Purchases $11,632,343 $2,115,032 $1,184,045
Sales $7,531,196 $515,077 $244,194
Investment securities based on cost for federal income tax purposes at
May 31, 1995 are as follows:
International Global Global
Equity Assets Bond
Series Series Series
------------ ---------- ----------
Cost of Investments $64,912,816 $1,897,423 $1,066,321
Aggregated unrealized
appreciation 7,907,195 118,941 36,047
Aggregate unrealized
depreciation (4,235,051) (23,989) (2,357)
----------- ---------- ----------
Market value of
investments $68,584,960 $1,992,375 $1,100,011
=========== ========== ==========
The realized gain for financial reporting and federal income tax purposes
for the six months ended May 31, 1995 were $890,867, $46,034 and $17,600 for the
International Equity Series, the Global Assets Series and the Global Bond
Series, respectively.
4. Capital Stock
Transactions in capital stock shares were as follows:
<TABLE>
<CAPTION>
12/27/94*
Six Months to Year Ended
Ended 5/31/95 5/31/95 11/30/94
------------- ------------------------------- -------------
International Global Global International
Equity Series Assets Series Bond Series Equity Series
------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Shares sold:
A Class 1,678,975 33,306 28,871 4,382,022
B Class 81,930 1 1 55,284
Institutional Class 294,761 148,724 77,283 423,561
Shares issued upon
reinvestment of dividends from
net investment income and
net realized gain from
security transactions:
A Class 225,143 132 458 91,804
B Class 3,112 --- --- 38
Institutional Class 32,085 942 1,736 12,259
--------- -------- ------- ---------
2,316,006 183,105 108,349 4,964,968
--------- -------- ------- ---------
Shares repurchased:
A Class (1,481,802) (5,040) (16) (2,779,645)
B Class (5,235) --- --- (2,915)
Institutional Class (114,948) (7,321) (4,826) (150,626)
--------- -------- ------- ---------
(1,601,985) (12,361) (4,842) (2,933,186)
--------- -------- ------- ---------
Net increase 714,021 170,744 103,507 2,031,782
========= ======== ======= =========
</TABLE>
* Date of initial public offering
<PAGE>
5. Foreign Currency Forward Contracts
The following currency forward contracts were outstanding at May 31,
1995:
<TABLE>
<CAPTION>
International Contract to In Exchange Settlement Unrealized
Equity Series Deliver For Date Gain/(Loss)
-------------- --------------------------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
78,100,000 Belgian francs $2,750,000 8/31/95 $ 3,256
871,731 British pounds 1,400,000 8/31/95 18,296
4,235,000 Dutch guilders 2,750,000 8/31/95 62,013
3,789,500 Deutsche marks 2,750,000 8/31/95 9,032
557,600,000 Japanese yen 6,800,000 8/31/95 135,146
--------
Global Bond
Series
-----------
10,823,000 Spanish pesetas $87,960 7/31/95 $(874)
329,130 Swedish kronas 44,564 7/31/95 (257)
---------
$ (1,131)
=========
Global Assets Contract to
Series Purchase
------------- ---------------------------
15,788 British pounds $24,763 6/2/95 $ 317
=========
</TABLE>
<PAGE>
Statement of Net Assets (Continued)
6. Financial Highlights
Selected data for each share of the Series outstanding throughout each
period were as follows:
<TABLE>
<CAPTION>
International
Equity Fund
A Class
-----------------------------------------------------------------
Six Months(5) Year Ended 10/31/91(1)
Ended ----------------------------------- to
5/31/95 11/30/94 11/30/93 11/30/92 11/30/91
----------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.920 $11.250 $9.590 $9.650 $10.000
Income from investment operations:
Net investment income (0.149) 0.140 0.499 0.162 (0.004)
Net realized and unrealized gain
(loss) from security transactions 0.694 0.895 1.636 (0.172) (0.346)
------- ------- ------- ------- -------
Total from investment operations 0.545 1.035 2.135 (0.010) (0.350)
Less distributions:
Dividends from net investment
income (0.125) (0.225) (0.475) (0.050) none
Distribution from net realized
gain on security transactions (0.470) (0.140) none none none
------- ------- ------- ------- -------
Total distributions (0.595) (0.365) (0.475) (0.050) none
Net asset value, end of period $11.870 $11.920 $11.250 $9.590 $9.650
======== ======= ======= ======= =======
Total return(4) 4.80% 9.23% 23.08% (0.15%) (3.50%)
Ratios/supplemental data:
Net assets, end of period
(000 omitted) $58,553 $53,736 $31,673 $4,604 $723
Ratio of expenses to average
net assets 2.08% 1.56% 1.25% 1.25% (3)
Ratio of expenses to average
net assets prior to expense
limitation --- 1.82% 2.16% 5.67% (3)
Ratio of net investment income
to average net assets (2.94%) 1.22% 3.91% 2.44% (3)
Ratio of net investment income
to average net assets prior to
expense limitation --- 0.96% 3.00% (2.00%) (3)
Portfolio turnover rate 25% 27% 24% 12% (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
International International
Equity Fund Equity Fund
B Class Institutional Class
------------------------- -------------------------------------------------
Six Months(5) 9/6/94(1) Six Months(5) Year Ended 11/9/92(2)
Ended to Ended --------------------- to
5/31/95 11/30/94 5/31/95 11/30/94 11/30/93 11/30/92
---------- --------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.900 $12.860 $11.970 $11.290 $9.590 $9.520
Income from investment operations:
Net investment income (0.156) 0.036 (0.133) 0.166 0.594 0.021
Net realized and unrealized gain
(loss) from security transactions 0.661 (0.966) 0.703 0.899 1.581 0.049
------ ------- ------- ----- ----- -----
Total from investment operations 0.505 (0.930) 0.570 1.065 2.175 0.070
Less distributions:
Dividends from net investment
income (0.105) (0.030) (0.160) (0.245) (0.475) none
Distribution from net realized
gain on security transactions (0.470) none (0.470) (0.140) none none
------ ------- ------- ----- ----- -----
Total distributions (0.575) (0.030) (0.630) (0.385) (0.475) none
Net asset value, end of period $11.830 $11.900 $11.910 $11.970 $11.290 $9.590
======= ======= ======= ======= ======= ======
Total return(4) 4.45% (7.24%) 5.01% 9.47% 23.52% (0.15%)
Ratios/supplemental data:
Net assets, end of period
(000 omitted) $1,565 $624 $10,098 $7,613 $3,959 $1,120
Ratio of expenses to average
net assets 2.78% 2.26% 1.78% 1.26% 0.95% 0.95%
Ratio of expenses to average
net assets prior to expense
limitation --- 2.52% --- 1.52% 1.86% ---
Ratio of net investment income
to average net assets (3.64%) 0.52% (2.64%) 1.52% 4.21% 2.74%
Ratio of net investment income
to average net assets prior to
expense limitation --- 0.26% --- 1.26% 3.30% ---
Portfolio turnover rate 25% 27% 25% 27% 24% 12%
</TABLE>
- ------------
1 Date of initial public offering; ratios and total return have been annualized
for International Equity Fund A Class. Ratios have been annualized and total
return has not been annualized for International Equity Fund B Class.
2 Date of intital public offering; ratios have been annualized and the total
return reflects the performance of the International Equity Fund A Class for
12/1/91 to 11/8/92 and the International Equity Fund Institutional Class form
11/9/92 to 11/30/92.
3 The ratios of expenses and net investment income to average net assets and
portfolio turnover have been omitted as management believes that such ratios
for this relatively short period are not meaningful.
4 Does not include maximum sales charge of 5.75% nor the 1% limited contingent
deferred sales charge that would apply in the event of certain redemptions
within 12 months of purchase for International Equity Fund A Class and does
not include contingent deferred sales charge which varies for 1%-4% depending
upon the holding period for International Equity Fund B Class.
5 Ratios have been annualized and total return has not been annualized.
<PAGE>
Statement of Net Assets (Continued)
6. Financial Highlights (Continued)
Selected data for each share of the Series outstanding throughout each
period were as follows:
<TABLE>
<CAPTION>
Global Bond Global Bond Global Bond
Fund Fund Fund
A Class B Class Institutional Class
----------- ----------- -------------------
12/27/94(1) 12/27/94(1) 12/27/94(1)
to to to
5/31/95 5/31/95 5/31/95
----------- ----------- ----------
<S> <C> <C> <C>
Net asset value, beginning of period $10.000 $10.000 $10.000
Income from investment operations:
Net investment income 0.255 0.250 0.328
Net realized and unrealized gain (loss)
from security transactions 0.585 0.566 0.522
------ ------ ------
Total from investment operations 0.840 0.816 0.850
Less distributions:
Dividends from net investment income (0.240) (0.216) (0.240)
Distribution from net realized gain on
security transactions none none none
------ ------ ------
Total distributions (0.240) (0.216) (0.240)
Net asset value, end of period $10.600 $10.600 $10.610
======= ======= =======
Total return(2) 8.49% 8.24% 8.59%
Ratios/supplemental data:
Net assets, end of period (000 omitted) $348 $-0-(3) $787
Ratio of expenses to average net assets 1.25% 1.95% 0.95%
Ratio of expenses to average net assets
prior to expense limitation 16.55% 17.25% 16.25%
Ratio of net investment income to average
net assets 7.07% 6.37% 7.37%
Ratio of net investment income to average
net assets prior to expense limitation (8.23%) (8.93%) (7.93%)
Portfolio turnover rate 70% 70% 70%
</TABLE>
1 Date of initial public offering; ratios have been annualized and total return
has not been annualized.
2 Does not include maximum sales charge of 4.75% nor the 1% limited contingent
deferred sales charge that would apply in the event of certain redemptions
within 12 months of purchase for Global Bond Fund A Class and does not
include contingent deferred sales charge which varies from 1%-4% depending
upon the holding period for Global Bond Fund B Class.
3. Only one share of the Global Bond Fund B Class is outstanding, the net
asset value of which is $10.60.
<PAGE>
Statement of Net Assets (Continued)
6. Financial Highlights (Continued)
Selected data for each share of the Series outstanding throughout each
period were as follows:
<TABLE>
<CAPTION>
Global Assets Global Assets Global Assets
Fund Fund Fund
A Class B Class Institutional Class
------------ ------------- -------------------
12/27/94(1) 12/27/94(1) 12/27/94(1)
to to to
5/31/95 5/31/95 5/31/95
---------- ----------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period $10.000 $10.000 $10.000
Income from investment operations:
Net investment income 0.170 0.170 0.216
Net realized and unrealized gain
from security transactions 1.010 0.980 0.974
-------- ------- -------
Total from investment operations 1.180 1.150 1.190
Less distributions:
Dividends from net investment income (0.080) (0.060) (0.080)
Distribution from net realized gain on
security transactions none none none
-------- ------- -------
Total distributions (0.080) (0.060) (0.080)
Net asset value, end of period $11.100 $11.090 $11.110
======== ======= =======
Total return(2) 11.84% 11.53% 11.94%
Ratios/supplemental data:
Net assets, end of period (000 omitted) $354 $-0-(3) $1,582
Ratio of expenses to average net assets 1.25% 1.95% 0.95%
Ratio of expenses to average net assets
prior to expense limitation 11.15% 11.85% 10.85%
Ratio of net investment income to average
net assets 4.75% 4.05% 5.05%
Ratio of net investment income to average
net assets prior to expense limitation (5.15%) (5.85%) (4.85%)
Portfolio turnover rate 85% 85% 85%
</TABLE>
1 Date of initial public offering; ratios have been annualized and total return
has not been annualized.
2 Does not include maximum sales charge of 5.75% nor the 1% limited contingent
deferred sales charge that would apply in the event of certain redemptions
within 12 months of purchase for Global Assets Fund A Class and does not
include contingent deferred sales charge which varies from 1%-4% depending
upon the holding period for Global Assets Fund B Class.
3. Only one share of the Global Assets Fund B Class is outstanding, the net
asset value of which is $11.09.
<PAGE>
DELAWARE GROUP
GLOBAL & INTERNATIONAL
FUNDS, INC.
INTERNATIONAL EQUITY SERIES
The Delaware Group includes 22 different GLOBAL BOND SERIES
funds with a wide range of investment objectives. GLOBAL ASSETS SERIES
Stock funds, income funds, tax-free funds, money
market funds and closed-end equity funds give
investors the ability to create a portfolio that
fits their personal financial goals. For more
information, shareholders of the Fund Classes
should contact their financial adviser or
call the Delaware Group at 800-523-4640,
in Philadelphia 215-988-1333 and shareholders
of the Institutional Classes should contact the
Delaware Group at 800-828-5052.
PART B
INVESTMENT MANAGER
Delaware International Advisers Ltd. Statement of
Veritas House Additional Information
125 Finsbury Pavement --------------------------
London, England EC2A 1NQ MARCH 10, 1995
SUB-ADVISER
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA 19103
NATIONAL DISTRIBUTOR
Delaware Distributors, L.P.
1818 Market Street
Philadelphia, PA 19103
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young
One Commerce Square
Philadelphia, PA 19103
INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103
CUSTODIAN
Morgan Guaranty Trust Company of New York DELAWARE
60 Wall Street GROUP
New York, NY 10260 ========
AI-034/048-3/95-U
<PAGE>
Delaware Group Global & International Funds, Inc.-Part B--Page 1
PART B--STATEMENT OF ADDITIONAL INFORMATION
MARCH 10, 1995
DELAWARE GROUP
GLOBAL & INTERNATIONAL
FUNDS, INC.
1818 Market Street
Philadelphia, PA 19103
For more information about the International Equity Fund
Institutional Class, the Global Bond Fund Institutional
Class and the Global Assets Fund Institutional Class:
800-828-5052
For Prospectus and Performance of the International Equity
Fund A Class, the International Equity Fund B Class,
the Global Bond Fund A Class, the Global Bond Fund
B Class, the Global Assets Fund A Class and the Global
Assets Fund B Class:
Nationwide 800-523-4640
Philadelphia 215-988-1333
Information on Existing Accounts of the International Equity
Fund A Class, the International Equity Fund B Class,
the Global Bond Fund A Class, the Global Bond Fund
B Class, the Global Assets Fund A Class and the Global
Assets Fund B Class:
(SHAREHOLDERS ONLY)
Nationwide 800-523-1918
Philadelphia 215-988-1241
Dealer Services:
(BROKER/DEALERS ONLY)
Nationwide 800-362-7500
Philadelphia 215-988-1050
TABLE OF CONTENTS
Cover Page 1
Investment Policies and Portfolio Techniques 2
Accounting and Tax Issues 7
Performance Information 8
Trading Practices and Brokerage 12
Purchasing Shares 14
Investment Plans 19
Determining Offering Price and Net Asset Value 22
Redemption and Repurchase 23
Distributions 25
Investment Management Agreement and
Sub-Advisory Agreement 26
Officers and Directors 27
Exchange Privilege 32
General Information 33
Appendix A--IRA Information 35
Financial Statements 40
<PAGE>
Delaware Group Global & International Funds, Inc. (the "Fund") is a
professionally-managed mutual fund of the series type. This Statement of
Additional Information ("Part B" of the registration statement) supplements
the information contained in the current Prospectuses of the Fund's
International Equity Series for the International Equity Fund A Class, the
International Equity Fund B Class and the International Equity Fund
Institutional Class, the Global Bond Series for the Global Bond Fund A
Class, the Global Bond Fund B Class and the Global Bond Fund Institutional
Class, and the Global Assets Series for the Global Assets Fund A Class, the
Global Assets Fund B Class and the Global Assets Fund Institutional Class
dated March 10, 1995, as may be amended from time to time. It should be read
in conjunction with the respective class' Prospectus. Part B is not itself a
prospectus but is, in its entirety, incorporated by reference into each
class' Prospectus. A Prospectus for each class may be obtained by writing or
calling your investment dealer or contacting the Fund's national distributor,
Delaware Distributors, L.P. (the "Distributor"), 1818 Market Street,
Philadelphia, PA 19103.
Each Series of the Fund offers two retail classes: the International Equity
Fund A Class, the Global Bond Fund A Class and the Global Assets Fund A Class
(the "Class A Shares"), and the International Equity Fund B Class, the Global
Bond Fund B Class and the Global Assets Fund B Class (the "Class B Shares").
(Class A Shares and Class B Shares are collectively referred to as the "Fund
Classes.") Each Series also offers an institutional class: the International
Equity Fund Institutional Class, the Global Bond Fund Institutional Class and
the Global Assets Fund Institutional Class (collectively, the "Institutional
Classes").
Class B Shares and Institutional Class shares of each Series may be
purchased at a price equal to the next determined net asset value per share.
Class A Shares may be purchased at the public offering price, which is equal
to the next determined net asset value per share, plus a front-end sales
charge. Class A Shares are subject to a maximum front-end sales charge of
5.75% with respect to the International Equity Fund A Class and the Global
Assets Fund A Class, and 4.75% with respect to the Global Bond Fund A Class,
and annual 12b-1 Plan expenses. Class B Shares are subject to a contingent
deferred sales charge ("CDSC") which may be imposed on redemptions made
within six years of purchase and 12b-1 Plan expenses which are higher than
those to which Class A Shares are subject and are assessed against the Class
B Shares for no longer than approximately eight years after purchase. See
Automatic Conversion of Class B Shares in the Prospectus for the Retail
Classes. All references to "shares" in this Part B refer to all Classes of
shares of the Fund, except where noted.
<PAGE>
Delaware Group Global & International Funds, Inc.-Part B--Page 2
INVESTMENT POLICIES AND PORTFOLIO TECHNIQUES
Investment Restrictions
The Fund has adopted the following restrictions for each Series (except
where otherwise noted) which, along with its investment objective, cannot be
changed without approval by the holders of a "majority" of the respective
Series' outstanding shares, which is a vote by the holders of the lesser of
a) 67% or more of the voting securities present in person or by proxy at a
meeting, if the holders of more than 50% of the outstanding voting securities
are present or represented by proxy; or b) more than 50% of the outstanding
voting securities. The percentage limitations contained in the restrictions
and policies set forth herein apply at the time of purchase of securities.
Each Series shall not:
1. For the International Equity Series, as to 75% of its total assets, and
for the Global Bond and Global Assets Series, as to 50% of their respective
total assets, invest more than 5% of their 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 open-end investment companies, except as
part of a merger, consolidation or other acquisition. This limitation does
not prohibit a Series from investing in the securities of closed-end
investment companies at customary brokerage commission rates.
3. Make loans, except to the extent that purchases of debt obligations
(including repurchase agreements) in accordance with a Series' investment
objective and policies, are considered loans and except that the Series 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.
4. Purchase or sell real estate or real estate limited partnerships, but
this shall not prevent a Series from investing in securities secured by real
estate or interests therein.
5. For the International Equity Series, purchase more than 10% of the
outstanding voting securities of any issuer, or invest in companies for the
purpose of exercising control or management.
6. Engage in the underwriting of securities of other issuers, except that,
in connection with the disposition of a security, the Series may be deemed to
be an "underwriter" as that term is defined in the Securities Act of 1933.
7. Make any investment which would cause 25% or more of its 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.
8. For the International Equity Series, write, purchase or sell options,
puts, calls or combinations thereof, except that such Series may: (a)
purchase call options to the extent that the premiums paid on all outstanding
call options do not exceed 2% of such Series' total assets; (b) write secured
<PAGE>
put options; (c) write covered call options; and (d) purchase put options if
such Series 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. Such Series may sell put or call options
previously purchased and enter into closing transactions with respect to the
activities noted above.
9. Purchase or sell commodities or commodity contracts, except that each
Series may enter into futures contracts and options on futures contracts in
accordance with their respective prospectuses, subject to investment
restriction 10 below.
10. Enter into futures contracts or options thereon, except that a Series
may enter into futures contracts and options thereon to the extent that not
more than 5% of the Series' 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 the
Series' assets.
11. Make short sales of securities, or purchase securities on margin,
except that a Series may satisfy margin requirements with respect to futures
transactions.
12. For the International Equity Series, invest more than 5% of the value
of its 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.
13. For the International Equity Series, purchase or retain the securities
of any issuer which has an officer, director or security holder who is a
director or officer of the Fund or of its investment manager if or so long as
the directors and officers of the Fund and of its investment manager together
own beneficially more than 5% of any class of securities of such issuer.
14. For the International Equity Series, invest in interests in oil, gas or
other mineral exploration or development programs or leases.
15. For the International Equity Series, invest more than 10% of the
Series' total assets in repurchase agreements maturing in more than seven
days and other illiquid assets.
16. Borrow money in excess of one-third of the value of its net assets and
then only 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 a Series' 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 Series shall, within three days
thereafter (not including Sunday or holidays) or such longer period as the
Securities and Exchange 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%. A Series will not pledge more than
10% of its net assets. A Series will not issue senior securities as defined
in the Investment Company Act of 1940, except for notes to banks.
Although not considered to be a fundamental policy, restriction 5 above
will also apply to the Fund as a whole. In addition, although not considered
<PAGE>
a fundamental policy, for purposes of restriction 15 above, securities of
foreign issuers which are not listed on a recognized domestic or foreign
exchange or for which a bona fide market does not exist at the time of
purchase or subsequent valuation are included in the category of illiquid
assets. As to the International Equity Series and the Global Assets Series,
although not considered to be a fundamental investment restriction, each
Series will invest no more than 5% of their respective assets in warrants.
Investment restrictions 5, 8, 12, 13, 14, and 15 above are nonfundamental
policies of the Global Bond Series and the Global Assets Series.
Foreign Securities
Investors should recognize that investing in foreign issuers involves
certain considerations, including those set forth in the Series' Prospectuses,
which are not typically associated with investing in United States issuers.
Since the stocks of foreign companies are frequently denominated in foreign
currencies, and since a Series may temporarily hold uninvested reserves in
bank deposits in foreign currencies, a Series 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 Series permit it to enter into
forward foreign currency exchange contracts in order to hedge each Series'
holdings and commitments against changes in the level of future currency
rates. Such contracts involve an obligation to purchase or sell a specific
currency at a future date at a price set at the time of the contract.
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 Series. Payment
of such interest equalization tax, if imposed, would reduce a Series' 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 Series by United States
corporations. 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 generally include 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, futures contract, option and similar
financial instruments other than any "regulated futures contract" or
"nonequity option" 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. However, foreign currency-related regulated
futures contracts and nonequity options are generally not subject to the
special currency rules, if they are or would be treated as sold for their
<PAGE>
fair market value at year-end under the marking to market rules applicable to
other futures contracts, unless an election is made to have such currency
rules apply. 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, futures
contracts and options that are capital assets in the hands of the taxpayer
and which are not part of a straddle. 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 (the "Code"), as amended,
and the Treasury Regulations) will be integrated and treated as a single
transaction or otherwise treated consistently for purposes of the Code. The
income tax effects of integrating and treating a transaction as a single
transaction are generally to create a synthetic debt instrument that is
subject to the original discount provisions. It is anticipated that some of
the non-U.S. dollar denominated investments and foreign currency contracts
each Series may make or enter into will be subject to the special currency
rules described above.
Repurchase Agreements
While each Series is permitted to do so, it normally does not invest in
repurchase agreements, except to invest cash balances.
The funds in the Delaware Group have obtained an exemption from the
joint-transaction prohibitions of Section 17(d) of the Investment Company Act
of 1940 to allow the Delaware Group funds jointly to invest cash balances.
Each Series 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 Series,
if any, would be the difference between the repurchase price and the market
value of the security. Each Series will limit its investments in repurchase
agreements to those which Delaware International Advisers Ltd. (the
"Manager"), under the guidelines of the Board of Directors, determines to
present minimal credit risks and which are of high quality. In addition, a
Series must have collateral of at least 100% of the repurchase price,
including the portion representing the Series' yield under such agreements
which is monitored on a daily basis.
Portfolio Loan Transactions
Each Series 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 the Manager that the staff of the Securities and
Exchange Commission permits portfolio lending by registered investment
<PAGE>
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 the Fund 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 the Series; 3) the Series must
be able to terminate the loan after notice, at any time; 4) the Series 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) the Series 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 directors of the Fund know that a
material event will occur affecting an investment loan, they must either
terminate the loan in order to vote the proxy or enter into an alternative
arrangement with the borrower to enable the directors to vote the proxy.
The major risk to which a Series 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 Series will only enter into loan arrangements
after a review of all pertinent facts by the Manager, under the supervision
of the Board of Directors, 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 Manager.
Foreign Currency Transactions
A Series 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 Series will account
for forward contracts by marking to market each day at daily exchange rates.
When a Series 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 a Series' assets denominated in
such foreign currency, the Series' Custodian Bank or subcustodian will place
cash or liquid high grade debt securities in a separate account of the Series
in an amount not less than the value of the Series' 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 a Series' commitments with respect to
such contracts.
<PAGE>
Options
Each Series may purchase call options or purchase put options and will not
engage in option strategies for speculative purposes.
Each Series may invest in options that are either listed on U.S. or
recognized foreign exchanges 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 a Series'
ability to effectively hedge its securities. A Series will not, however,
invest more than 10% of its assets in illiquid securities.
Purchasing Call Options--Each Series may purchase call options to the extent
that premiums paid by the Series do not aggregate more than 2% of the Series'
total assets. When a Series purchases a call option, in return for a premium
paid by a Series to the writer of the option, the Series 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 a Series may
alter portfolio characteristics and modify portfolio maturities without
incurring the cost associated with portfolio transactions.
A Series may, following the purchase of a call option, liquidate its
position by effecting a closing sale transaction. This is accomplished by
selling an option of the same series as the option previously purchased. The
Series 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 Series 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 a Series 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 Series would
have to exercise its 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 Series may expire
without any value to the Series.
Purchasing Put Options--Each Series may invest up to 2% of its total assets
in the purchase of put options. A Series will, at all times during which it
holds a put option, own the security covered by such option.
<PAGE>
A put option purchased by a Series gives it the right to sell one of its
securities for an agreed price up to an agreed date. A Series intends 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 Series to protect unrealized gain in an appreciated security in
its portfolio without actually selling the security. If the security does not
drop in value, a Series will lose the value of the premium paid. A Series may
sell a put option which it has previously purchased prior to the sale of the
securities underlying such option. Such sale 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.
A Series may sell a put option purchased on individual portfolio
securities. Additionally, the Series may enter into closing sale
transactions. A closing sale transaction is one in which the Series, 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.
Futures
Each Series may enter into contracts for the purchase or sale for future
delivery of securities or foreign currencies. 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
Series enters into a futures transaction, it must deliver to the futures
commission merchant selected by the Series an amount referred to as "initial
margin." This amount is maintained by the futures commission merchant in an
account at the Series' Custodian Bank. Thereafter, a "variation margin" may
be paid by the Series to, or drawn by the Series from, such account in
accordance with controls set for such accounts, depending upon changes in the
price of the underlying securities subject to the futures contract.
Each Series may enter into such futures contracts to protect against the
adverse affects of fluctuations in interest or foreign exchange rates without
actually buying or selling the securities or foreign currency. For example,
if interest rates are expected to increase, a Series 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 Series. 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
Series would increase at approximately the same rate, thereby keeping the net
asset value of the Series 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. Since the fluctuations in the value of
futures contracts should be similar to those of debt securities, a Series
could take advantage of the anticipated rise in value of debt securities
without actually buying them until the market had stabilized. At that time,
<PAGE>
the futures contracts could be liquidated and the Series could then buy debt
securities on the cash market.
With respect to options on futures contracts, when a Series 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. As with the purchase of futures contracts, when a Series 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 writing of a call option on a futures contract constitutes a partial
hedge against the declining price of the security or foreign currency which
is deliverable upon exercise of the futures contract. If the futures price at
the expiration of the option is below the exercise price, a Series will
retain the full amount of the option premium which provides a partial hedge
against any decline that may have occurred in the Series' portfolio holdings.
The writing of a put option on a futures contract constitutes a partial hedge
against the increasing price of the security or foreign currency 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 Series
will retain the full amount of the option premium which provides a partial
hedge against any increase in the price of securities which the Series
intends to purchase.
If a put or call option a Series has written is exercised, the Series 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
Series' 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, a
Series will purchase a put option on a futures contract to hedge the Series'
portfolio against the risk of rising interest rates.
To the extent that interest rates move in an unexpected direction, a Series
may not achieve the anticipated benefits of futures contracts or options on
futures contracts or may realize a loss. For example, if a Series 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 Series 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 Series had insufficient cash, it may be required to sell securities
from its portfolio to meet daily variation margin requirements. Such sales of
<PAGE>
securities may, but will not necessarily, be at increased prices which
reflect the rising market. The Series 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, a Series 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.
Options on Foreign Currencies
Each Series may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities,
even if their value in the foreign currency remains constant. In order to
protect against such diminutions in the value of portfolio securities, a
Series may purchase put options on the foreign currency. If the value of the
currency does decline, the Series will have the right to sell such currency
for a fixed amount in dollars and will thereby offset, in whole or in part,
the adverse effect on its portfolio which otherwise would have resulted.
Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing
the cost of such securities, a Series may purchase call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movement in exchange rates. As in the case of other types of options,
however, the benefit to a Series deriving from purchases of foreign currency
options will be reduced by the amount of the premium and related transaction
costs. In addition, where currency exchange rates do not move in the
direction or to the extent anticipated, a Series could sustain losses on
transactions in foreign currency options which would require it to forego a
portion or all of the benefits of advantageous changes in such rates.
A Series may write options on foreign currencies for the same types of
hedging purposes. For example, where a Series anticipates a decline in the
dollar value of foreign currency denominated securities due to adverse
fluctuations in exchange rates, it could, instead of purchasing a put option,
write a call option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the diminution in the value
of portfolio securities will be offset by the amount of the premium received.
Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a
Series could write a put option on the relevant currency which, if rates move
in the manner projected, will expire unexercised and allow the Series to hedge
such increased cost up to the amount of the premium. As in the case of other
types of options, however, the writing of a foreign currency option will
constitute only a partial hedge up to the amount of the premium, and only if
rates move in the expected direction. If this does not occur, the option may
<PAGE>
be exercised and the Series would be required to purchase or sell the
underlying currency at a loss which may not be offset by the amount of the
premium. Through the writing of options on foreign currencies, a Series also
may be required to forego all or a portion of the benefit which might
otherwise have been obtained from favorable movements in exchange rates.
Each Series intends to write covered call options on foreign currencies. A
call option written on a foreign currency by a Series is "covered" if the
Series owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held in a
segregated account by the Custodian Bank) upon conversion or exchange of
other foreign currency held in its portfolio. A call option is also covered
if the Series has a call on the same foreign currency and in the same
principal amount as the call written where the exercise price of the call
held (a) is equal to or less than the exercise price of the call written, or
(b) is greater than the exercise price of the call written if the difference
is maintained by the Series in cash, U.S. government securities or other
high-grade liquid debt securities in a segregated account with its Custodian
Bank.
With respect to writing put options, at the time the put is written, a
Series will establish a segregated account with its Custodian Bank consisting
of cash, U.S. government securities or other high-grade liquid debt
securities in an amount equal in value to the amount the Series will be
required to pay upon exercise of the put. The account will be maintained
until the put is exercised, has expired, or the Series has purchased a
closing put of the same series as the one previously written.
In order to comply with the securities laws of one state, a Series will not
write put or call options if the aggregate value of the securities underlying
the calls or obligations underlying the puts determined as of the date the
options are sold exceed 25% of the Series' net assets. Should state laws
change or the Fund receive a waiver of their application for a Series, the
Series reserve the right to increase this percentage.
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
<PAGE>
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 Series 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 Series 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, New York Stock Exchange and American Stock Exchange as well as on
foreign exchanges.
The Series' 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 underlying index correlate with price movements
in the Series' portfolio securities. Since a Series' portfolio will not
duplicate the components of an index, the correlation will not be exact.
Consequently, a Series 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 Series' ability effectively to
hedge its securities. A Series will enter into an option position only if
there appears to be a liquid secondary market for such options.
A Series 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.
Rule 144A Securities
A Series may invest in restricted securities, including unregistered
securities eligible for resale without registration pursuant to Rule 144A
("Rule 144A Securities") under the Securities Act of 1933 (the "1933 Act").
Rule 144A Securities may be freely traded among qualified institutional
investors without registration under the 1933 Act.
<PAGE>
Investing in Rule 144A Securities could have the effect of increasing the
level of the Series' illiquidity to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing these securities. After
the purchase of a Rule 144A Security, however, the Board of Directors and the
Manager will continue to monitor the liquidity of that security to ensure
that a Series has no more than 10% of its net assets in illiquid securities.
ACCOUNTING AND TAX ISSUES
When a Series writes a call, or purchases a put option, an amount equal to
the premium received or paid by it is included in the Series' 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 asked prices. If an option which a
Series has written expires on its stipulated expiration date, the Series
recognizes a capital gain. If a Series enters into a closing purchase
transaction with respect to an option which the Series has written, the
Series realizes a 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 Series has written
is exercised, the Series realizes a capital gain or loss from the sale of the
underlying security and the proceeds from such sale are increased by the
premium originally received.
The premium paid by a Series for the purchase of a put option is recorded
in the Series' 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 asked prices. If an option which a
Series has purchased expires on the stipulated expiration date, the Series
realizes a short-term or long-term capital loss for federal income tax
purposes in the amount of the cost of the option. If a Series exercises a put
option, it realizes a capital gain or loss (long-term or short-term,
depending on the holding period of the underlying security) from the sale of
the underlying security and the proceeds from such sale will be decreased by
the premium originally paid.
Options on Certain Stock Indices
Accounting for options on certain stock indices will be in accordance with
generally accepted accounting principles. The amount of any realized gain or
<PAGE>
loss on closing out such a position will result in a realized gain or loss
for tax purposes. Such options held by a Series 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, sixty percent 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 Series has qualified, and intends to continue to qualify, as a
regulated investment company under Subchapter M of the Internal Revenue Code
of 1986. The Fund must meet several requirements to maintain its status as a
regulated investment company. Among these requirements are that at least 90%
of its investment company taxable income be derived from dividends, interest,
payment with respect to securities loans and gains from the sale or
disposition of securities; that at the close of each quarter of its taxable
year at least 50% of the value of its assets consist of cash and cash items,
government securities, securities of other regulated investment companies
and, subject to certain diversification requirements, other securities; and
that less than 30% of its gross income be derived from sales of securities
held for less than three months.
The requirement that not more than 30% of the Fund's gross income be
derived from gains from the sale or other disposition of securities held for
less than three months may restrict the Series in its ability to write
covered call options on securities which it has held less than three months,
to write options which expire in less than three months, to sell securities
which have been held less than three months and to effect closing purchase
transactions with respect to options which have been written less than three
months prior to such transactions. Consequently, in order to avoid realizing
a gain within the three-month period, the Series may be required to defer the
closing out of a contract beyond the time when it might otherwise be
advantageous to do so. The Series may also be restricted in the sale of
purchased put options and the purchase of put options for the purpose of
hedging underlying securities because of the application of the short sale
holding period rules with respect to such underlying securities.
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 will be subject to the same limitation in subsequent years.
The federal income tax rules governing the taxation of interest rate swaps
are not entirely clear and may require the Global Bond Series to treat
payments received under such arrangements as ordinary income and to amortize
such payments under certain circumstances. The Global Bond Series will limit
its activity in this regard in order to maintain its qualification as a
regulated investment company.
<PAGE>
PERFORMANCE INFORMATION
From time to time, the Fund may state each Class' total return in
advertisements and other types of literature. Any statements of total return
performance data for a Class will be accompanied by information on the
average annual compounded rate of return for that Class over, as relevant,
the most recent one-, five- and ten-year (or life of fund, if applicable)
periods. The Fund may also advertise aggregate and average total return
information of each Class over additional periods of time.
The average annual total rate of return for each Class is based on a
hypothetical $1,000 investment that includes capital appreciation and
depreciation during the stated periods. The following formula will be used
for the actual computations:
P(1+T)n = ERV
Where: P = a hypothetical initial purchase order
of $1,000 from which the maximum
front-end sales charge with respect to
Class A Shares, if any, is deducted;
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 the deduction of the applicable
CDSC, if any, with respect to Class B
Shares.
Aggregate total return is calculated in a similar manner, except that the
results are not annualized. Each calculation assumes the maximum front-end
sales charge, if any, is deducted from the initial $1,000 investment at the
time it is made with respect to the Class A Shares and that all distributions
are reinvested at net asset value, and, with respect to the Class B Shares,
includes the CDSC that would be applicable upon complete redemption of such
shares. In addition, the Series may present total return information that
does not reflect the deduction of the maximum front-end sales charge or any
applicable CDSC.
The performance of the International Equity Fund A Class and the
International Equity Fund Institutional Class, as shown below, is the average
total return quotations for the one- and three-year periods ended November
30, 1994 and for the life of these Classes, computed as described above. The
average annual total return for the International Equity Fund A Class at
offer reflects the maximum front-end sales charges paid on the purchase of
shares. The average annual total return for International Equity Fund A Class
at net asset value (NAV) does not reflect the payment of the maximum
front-end sales charge of 5.75%. Securities prices fluctuated during the
periods covered and the past results should not be considered as
representative of future performance. Pursuant to applicable regulation,
total return shown for the International Equity Fund Institutional Class for
the periods prior to the commencement of operations of such class is
calculated by taking the performance of the International Equity Fund A Class
<PAGE>
and adjusting it to reflect the elimination of all front-end sales charges.
However, for those periods no adjustment has been made to eliminate the
impact of 12b-1 payments, and performance would have been affected had such
an adjustment been made. Shares of the Global Bond Series and the Global
Assets Series were not offered prior to December 27, 1994.
Average Annual Total Return*
International International International
Equity Fund Equity Fund Equity Fund
A Class A Class Institutional
(at Offer) (at NAV) Class**
1 year ended 11/30/94 2.92% 9.23% 9.47%
3 years ended 11/30/94 8.15% 10.31% 10.52%
Period 10/31/91***
through 11/30/94 6.68% 8.75% 8.95%
*Beginning June 1, 1994, the Manager elected voluntarily to waive
that portion, if any, of the annual management fees payable by the
Series to the extent necessary to ensure that the Total Operating
Expenses of the International Equity Fund A Class and the International
Equity Fund Institutional Class do not exceed 1.50% (exclusive of taxes,
interest, brokerage commissions, extraordinary expenses and 12b-1
expenses) through November 30, 1994. Prior to June 1, 1994, a waiver and
reimbursement commitment was in place to ensure that expenses did not
exceed 1.25% (exclusive of taxes, interest, brokerage commissions,
extraordinary expenses, but inclusive of 12b-1 fees) for the
International Equity Fund A Class and .95% (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) for the International
Equity Fund Institutional Class. In the absence of such waiver, performance
would have been affected negatively.
**Date of initial public offering was November 9, 1992.
***Date of initial sale.
The performance of the International Equity Fund B Class, as shown below, is
the aggregate total return quotation for the period September 6, 1994 (date
of initial public offering) through November 30, 1994. The aggregate total
return for International Equity Fund B Class (including deferred sales
charge) reflects the deduction of the applicable CDSC that would be paid if
the shares were redeemed at November 30, 1994. The aggregate total return for
International Equity Fund B Class (excluding deferred sales charge) assumes
the shares were not redeemed at November 30, 1994 and therefore does not
reflect the deduction of a CDSC.
<PAGE>
Aggregate Total Return
International International
Equity Fund Equity Fund
B Class B Class
(Including (Excluding
Deferred Deferred
Sales Charge) Sales Charge)
Period 9/6/94* through 11/30/94 (10.94%) (7.24%)
*Date of initial public offering of International Equity Fund B Class;
total return for this short of a time period may not be representative of
longer-term results. From September 6, 1994 through November 30, 1994, the
Manager elected voluntarily to waive that portion, if any, of the annual
management fees payable by the Series to the extent necessary to ensure
that the Total Operating Expenses of the International Equity Fund B Class
do not exceed 1.50% (exclusive of taxes, interest, brokerage commissions,
extraordinary expenses and 12b-1 expenses). In the absence of such waiver,
performance would have been affected negatively.
From time to time, the Fund may also quote each Class' actual total return
performance, dividend results and other performance information of each Class
in advertising and other types of literature and may compare that
information, or may separately illustrate similar information reported by,
the Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average
and other unmanaged indices.
The Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average
are industry-accepted unmanaged indices of generally-conservative securities
used for measuring general market performance. The total return performance
reported will reflect the reinvestment of all distributions on a quarterly
basis and market price fluctuations. The indices do not take into account any
sales charge or other fees.
Total return performance for a Class 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
offering price at the beginning of the period. It will also reflect, as
applicable, the maximum front-end sales charge or contingent deferred sales
charge paid with respect to the illustrated investment amount, but not any
income taxes payable by shareholders on the reinvested distributions included
in the calculation. Because securities prices fluctuate, past performance
should not be considered as a representation of the results which may be
realized from an investment in a Series in the future.
The Fund may also state total return performance for each Class in the form
of an average annual return. This average annual return figure will be
<PAGE>
computed by taking the sum of a class' annual returns, then dividing that
figure by the number of years in the overall period indicated. The
computation will reflect the impact of the maximum front-end sales charge or
contingent deferred sales charge, if any, paid on the illustrated investment
amount against the first year's return. From time to time, the Fund may quote
actual total return performance for each Class in advertising and other types
of literature compared to indices or averages of alternative financial
products available to prospective investors. For example, the performance
comparisons may include the average return of various bank instruments, some
of which may carry certain return guarantees offered by leading banks and
thrifts as monitored by Bank Rate Monitor, and those of generally-accepted
corporate bond and government security price indices of various durations
prepared by Lehman Brothers and Salomon Brothers, Inc. These indices are not
managed for any investment goal.
As stated in the Fund's Prospectuses, the Fund may also quote the current
yield of each Class of the Global Bond Series 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[( cd + 1)-1]
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 the Fund. Yield assumes
the maximum front-end sales charge, if any. Actual yield may be affected by
variations in sales charges on investments.
Past performance, such as yields quoted in advertisements, should not be
considered as representative of the results which may be realized from an
investment in a Series in the future.
Investors should note that the income earned and dividends paid by the
Global Bond Series and the Global Assets Series will vary with the
fluctuation of interest rates and performance of the portfolio to the extent
of the Series' investments in debt securities. The net asset value of any
Series may change. Unlike money market funds, the Series invest in
longer-term securities that fluctuate in value and do so in a manner
inversely correlated with changing interest rates. A Series' net asset value
will tend to rise when interest rates fall. Conversely, a Series' net asset
value will tend to fall as interest rates rise. Normally, fluctuations in
<PAGE>
interest rates have a greater effect on the prices of longer-term bonds. The
value of the securities held in a Series will vary from day to day and
investors should consider the volatility of a Series' net asset value as well
as its yield before making a decision to invest.
Comparative information on the Consumer Price Index may also be included.
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.
Statistical and performance information and various indices compiled and
maintained by organizations such as the following, may also be used in
preparing exhibits comparing certain industry trends to comparable Series
activity and performance and in illustrating general financial planning
principles. Any indices used are not managed for any investment goal.
CDA Technologies, Inc. is a performance evaluation service that
maintains a statistical database of performance, as reported by a diverse
universe of independently-managed mutual funds.
Ibbotson Associates, Inc. is a consulting firm that provides a variety
of historical data including total return, capital appreciation and income
on the stock market as well as other investment asset classes, and
inflation. With their permission, this information will be used primarily
for comparative purposes and to illustrate general financial planning
principles.
Interactive Data Corporation is a statistical access service that
maintains a database of various international industry indicators, such as
historical and current price/earning information, individual equity and
fixed income price and return information.
Compustat Industrial Databases, a service of Standard & Poor's, may
also be used in preparing performance and historical stock and bond market
exhibits. This firm maintains fundamental databases that provide
financial, statistical and market information covering more than 7,000
industrial and non-industrial companies.
Russell Indexes is an investment analysis service that provides both
current and historical stock performance information, focusing on the
business fundamentals of those firms issuing the security.
Morgan Stanley Capital International is a statistical and research firm
that maintains a statistical database of international securities. This
firm also compiles and maintains a number of unmanaged indices of
inter-national securities. These indices are designed to measure the
performance of the stock markets of the USA, Europe, Canada, Mexico,
Australia and the Far East, and that of international industry groups.
FT-Actuaries World Indices are jointly compiled by The Financial Times,
Ltd.; Goldman, Sachs & Co.; and Wood Mackenzie & Co., Ltd. in conjunction
<PAGE>
with the Institute of Actuaries and the Faculty of Actuaries. Indices
maintained by this group primarily focus on compiling statistical
information on international financial markets and industry sectors, stock
and bond issues and certain fundamental information about the companies
issuing the securities. Statistical information on international
currencies is also maintained.
Salomon Brothers is a statistical research firm that maintains databases of
international markets and bond markets (corporate and government-issued
securities). This information, as well as unmanaged indices compiled and
maintained by Salomon, will be used in preparing comparative illustrations.
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.
The Fund may also promote each Class' 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., IBC/Donoghue's Money Market Report and Morningstar,
Inc.
The performance of each Class of the International Equity Series, as shown
below, reflects maximum sales charges, if any, paid on the purchase or
redemption of shares, as applicable, but not any income taxes payable by
shareholders on the reinvested distributions included in the calculations.
The net asset value of a Class fluctuates so shares, when redeemed, may be
worth more or less than the original investment, and a Class' results should
not be considered as representative of future performance.
The following table is an example, for purposes of illustration only, of
cumulative total return performance for the International Equity Fund A Class
and the International Equity Fund Institutional Class for the three-, six-
and nine-month periods ended November 30, 1994, for the one- and three-year
periods ended November 30, 1994 and for the life of these Classes. Cumulative
total return for the International Equity Fund B Class for the period
September 6, 1994 (date of initial public offering) through November 30, 1994
is also provided below. For these purposes, the calculations assume the
reinvestment of any realized securities profits distributions and income
dividends paid during the indicated periods. Pursuant to applicable
regulation, total return shown for the Institutional Class for the periods
prior to the commencement of operations of such Class is calculated by taking
the performance of the Class A Shares and adjusting it to reflect the
elimination of all sales charges. However, for those periods, no adjustment
<PAGE>
has been made to eliminate the impact of 12b-1 payments, and performance may
have been affected had such an adjustment been made.
Cumulative Total Return(1)
International International
Equity Fund Equity Fund
A Class Institutional
(at Offer) Class(2)
3 months ended 11/30/94 (12.65%) (7.27%)
6 months ended 11/30/94 (7.85%) (2.12%)
9 months ended 11/30/94 (8.40%) (2.67%)
1 year ended 11/30/94 2.92% 9.47%
3 years ended 11/30/94 26.50% 35.01%
10/31/91(3) through 11/30/94 22.09% 30.28%
International International
Equity Fund Equity Fund
B Class B Class
(Including (Excluding
Deferred Deferred
Sales Charge) Sales Charge)
Period 9/6/94 through 11/30/94(4) (10.94%) (7.24%)
(1) Beginning June 1, 1994, the Manager elected voluntarily to waive that
portion, if any, of the annual management fees payable by the Series to the
extent necessary to ensure that the Total Operating Expenses of the
International Equity Fund A Class and the International Equity Fund
Institutional Class do not exceed 1.50% (exclusive of taxes, interest,
brokerage commissions, extraordinary expenses and 12b-1 expenses) through
November 30, 1994. Through November 30, 1994, this waiver was also
applicable to the International Equity Fund B Class. Prior to June 1, 1994,
a waiver and reimbursement commitment was in place to ensure that expenses
did not exceed 1.25% (exclusive of taxes, interest, brokerage commissions,
extraordinary expenses, but inclusive of 12b-1 fees) for the International
Equity Fund A Class and .95% (exclusive of taxes, interest, brokerage
commissions and extraordinary expenses) for the International Equity Fund
Institutional Class. In the absence of such waiver, performance would have
been affected negatively.
(2) Date of initial public offering was November 9,1992.
(3) Date of initial sale.
(4) Date of initial public offering of International Equity Fund B Class;
total return for this short of a time period may not be representative of
longer-term results.
Because every investor's goals and risk threshold are different, the
Distributor, as distributor for the Fund and other mutual funds in the
Delaware Group, will provide general information about investment
alternatives and scenarios that will allow investors to assess their personal
goals. This information will include general material about investing as well
as materials reinforcing various industry-accepted principles of prudent and
responsible financial planning. One typical way of addressing these issues is
to compare an individual's goals and the length of time the individual has to
attain these goals to his or her risk threshold. In addition, the Distributor
may also provide information that discusses the overriding investment
philosophy of Delaware Management Company, Inc. ("DMC" or the "Sub-Adviser"),
<PAGE>
Delaware Investment Advisers, a division of DMC, and the Manager, an
affiliate of DMC, and how that philosophy impacts Fund investment disciplines
and strategies employed in seeking each Series' objectives. The Distributor
may also from time to time cite general or specific information about the
institutional clients of DMC, including the number of such clients serviced
by DMC.
THE POWER OF COMPOUNDING
When you opt to reinvest your current income for additional Fund shares,
your investment is given yet another opportunity to grow. It's called the
Power of Compounding and the following charts illustrate just how powerful it
can be.
Compounded Returns
Results of various assumed fixed rates of return on a $10,000 investment
compounded monthly for 10 years:
6% Rate 8% Rate 10% Rate 12% Rate
of Return of Return of Return of Return
12-'85 $10,617 $10,830 $11,047 $11,268
12-'86 $11,272 $11,729 $12,204 $12,697
12-'87 $11,967 $12,702 $13,482 $14,308
12-'88 $12,705 $13,757 $14,894 $16,122
12-'89 $13,488 $14,898 $16,453 $18,167
12-'90 $14,320 $16,135 $18,176 $20,471
12-'91 $15,203 $17,474 $20,079 $23,067
12-'92 $16,141 $18,924 $22,182 $25,993
12-'93 $17,137 $20,495 $24,504 $29,290
12-'94 $18,194 $22,196 $27,070 $33,004
Compounded Returns
Results for various assumed fixed rates of return on a $10,000 investment
compounded quarterly for 10 years:
6% Rate 8% Rate 10% Rate 12% Rate
of Return of Return of Return of Return
12-'85 $10,614 $10,824 $11,038 $11,255
12-'86 $11,265 $11,717 $12,184 $12,668
12-'87 $11,956 $12,682 $13,449 $14,258
12-'88 $12,690 $13,728 $14,845 $16,047
12-'89 $13,468 $14,859 $16,386 $18,061
12-'90 $14,295 $16,084 $18,087 $20,328
12-'91 $15,172 $17,410 $19,965 $22,879
12-'92 $16,103 $18,845 $22,326 $25,751
12-'93 $17,091 $20,399 $24,326 $28,983
12-'94 $18,140 $22,080 $26,851 $32,620
The figures are calculated assuming a fixed constant investment return and
assume no fluctuation in the value of principal. These figures do not reflect
<PAGE>
payment of applicable taxes, are not intended to be a projection of
investment results and do not reflect the actual performance results of any
of the Classes.
TRADING PRACTICES AND BROKERAGE
The Manager selects brokers or dealers to execute transactions on behalf of
each Series for the purchase or sale of portfolio securities on the basis of
its judgment of their professional capability to provide the service. The
Sub-Adviser performs this function with respect to transactions on behalf of
the Global Assets Series for the purchase and sale of U.S. securities. The
primary consideration is to have brokers or dealers execute transactions at
best price and execution. Best price and execution refers to many factors,
including the price paid or received for a security, the commission charged,
the promptness and reliability of execution, the confidentiality and
placement accorded the order and other factors affecting the overall benefit
obtained by the account on the transaction. The Fund pays reasonably
competitive brokerage commission rates based upon the professional knowledge
of the Manager and the Sub-Adviser as to rates paid and charged for similar
transactions throughout the securities industry. In some instances, the Fund
may pay a minimal share transaction cost when the transaction presents no
difficulty. A number of trades are made on a net basis where the Fund either
buys securities directly from the dealer or sells them 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.
During the fiscal years ended November 30, 1992, 1993 and 1994, the
aggregate dollar amounts of brokerage commissions paid by the International
Equity Series were $8,488, $71,517 and $137,192, respectively.
The Manager or the Sub-Advisor may allocate out of all commission business
generated by all of the funds and accounts under its management, 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 Manager or the Sub-Adviser in connection with
its investment decision-making process with respect to one or more funds and
accounts managed by it, and may not be used, or used exclusively, with
respect to the fund or account generating the brokerage.
<PAGE>
During the fiscal year ended November 30, 1994, portfolio transactions of
the International Equity Series in the amount of $37,124,562, resulting in
brokerage commissions of $127,910, was directed to brokers for brokerage and
research services provided.
As provided in the Securities Exchange Act of 1934 and each Series'
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, the Fund believes that the
commissions paid to such broker/dealers are not, in general, higher than
commissions that would be paid to broker/dealers not providing such services
and that such commissions are reasonable in relation to the value of the
brokerage and research services provided. In some instances, services may be
provided to the Manager or the Sub-Adviser which constitute in some part
brokerage and research services used by the Manager or the Sub-Adviser in
connection with its investment decision-making process and constitute in some
part services used by the Manager or the Sub-Adviser in connection with
administrative or other functions not related to its investment
decision-making process. In such cases, the Manager or the Sub-Adviser will
make a good faith allocation of brokerage and research services and will pay
out of its own resources for services used by the Manager or the Sub-Adviser
in connection with administrative or other functions not related to its
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 the Fund and to other funds in the Delaware Group. Subject to
best price and execution, commissions allocated to brokers providing such
pricing services may or may not be generated by the funds receiving the
pricing service.
The Manager or the Sub-Adviser may place a combined order for two or more
accounts or funds engaged in the purchase or sale of the same security if, in
its judgment, 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
<PAGE>
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 Manager, the Sub-Adviser and the Fund's Board of Directors
that the advantages of combined orders outweigh the possible disadvantages of
separate transactions.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. (the "NASD"), and subject to seeking best price and
execution, the Fund may place orders with broker/dealers that have agreed to
defray certain Series expenses such as custodian fees, and may, at the
request of the Distributor, give consideration to sales of shares of the
Series as a factor in the selection of brokers and dealers to execute Series
portfolio transactions.
Portfolio Turnover
A Series is free to dispose of portfolio securities at any time, subject to
complying with the Internal Revenue Code and the Investment Company Act of
1940, when changes in circumstances or conditions make such a move desirable
in light of the investment objective. A Series will not attempt to achieve or
be limited to a predetermined rate of portfolio turnover, such a turnover
always being incidental to transactions undertaken with a view to achieving a
Series' investment objective.
The degree of portfolio activity may affect brokerage costs of a Series and
taxes payable by a Series' shareholders. A turnover rate of 100% would occur,
for example, if all the investments in the Series' portfolio at the beginning
of the year were replaced by the end of the year. In investing for capital
appreciation, a Series may hold securities for any period of time. Portfolio
turnover will also be increased if a Series writes a large number of call
options which are subsequently exercised. To the extent a Series realizes
gains on securities held for less than six months, such gains are taxable to
the shareholder or to the Series at ordinary income tax rates. The turnover
rate also may be affected by cash requirements from redemptions and
repurchases of Series shares. Total brokerage costs generally increase with
higher portfolio turnover rates.
Under certain market conditions, a Series may experience a high rate of
portfolio turnover which could exceed 100%. The portfolio turnover rate of a
Series is calculated by dividing the lesser of purchases or sales of
portfolio securities for the particular fiscal year by the monthly average of
the value of the portfolio securities owned by the Series during the
particular fiscal year, exclusive of securities whose maturities at the time
of acquisition are one year or less.
During the past two fiscal years, the International Equity Series'
portfolio turnover rates were 24% for 1993 and 27% for 1994.
<PAGE>
PURCHASING SHARES
The Distributor serves as the national distributor for each Series' classes
of shares, and has agreed to use its best efforts to sell shares of the Fund.
See the Prospectuses for information on how to invest. Shares of the Fund are
offered on a continuous basis, and may be purchased through authorized
investment dealers or directly by contacting the Fund or its agent. The
minimum for initial investments of the International Equity Fund A Class and
the Global Assets Fund A Class is $250, and of the Global Bond Fund A Class
and each of the Class B Shares is $1,000. For any subsequent investment, the
investment minimum is $25 with respect to the Class A Shares and $100 with
respect to the Class B Shares. Class B Shares are also subject to a maximum
purchase limitation of $250,000. The Fund will therefore reject any order for
purchase of more than $250,000 of Class B Shares. (See Investment Plans for
minimums applicable to each of the Fund's master Retirement Plans.) There are
no minimum purchase requirements for the Institutional Classes, but certain
eligibility requirements must be satisfied. Selling dealers have the
responsibility of transmitting orders promptly. The Fund reserves the right
to reject any order for the purchase of its shares if in the opinion of
management such rejection is in the Fund'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 the Class B Shares. However, purchases not involving the issuance of
certificates are confirmed to the investor and credited to the shareholder's
account on the books maintained by Delaware Service Company, Inc.(the
"Transfer Agent"). The investor will have the same rights of ownership with
respect to such shares as if certificates had been issued. An investor that
is permitted to obtain a certificate may receive a certificate representing
shares purchased by sending a letter to the Transfer Agent requesting the
certificate. No charge is made for any certificate issued. 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.
The NASD has adopted amendments to its Rules of Fair Practice relating to
investment company sales charges. The Fund 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% with respect to the International
Equity Fund A Class and the Global Assets Fund A Class, and 4.75% with
respect to the Global Bond Fund A Class; however, lower front-end sales
charges apply for larger purchases. See the following tables. Class A Shares
are also subject to annual 12b-1 Plan expenses.
<PAGE>
Class B Shares are purchased at net asset value and 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. Class B
Shares are also subject to 12b-1 Plan expenses which are higher than those to
which Class A Shares are subject and are assessed against the Class B Shares
for no longer than approximately eight years after purchase. See Automatic
Conversion of Class B Shares in the Prospectus for the Fund Classes, and
Determining Offering Price and Net Asset Value and Plans Under Rule 12b-1 for
the Fund Classes in this Part B.
Shares of the Institutional Classes 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. Institutional Class shares, Class A Shares and
Class B Shares represent a proportionate interest in a Series' assets and
will receive a proportionate interest in that Series' income, before
application, as to the Class A and Class B Shares, of any expenses under the
Fund's 12b-1 Plans.
Alternative Purchase Arrangements
The alternative purchase arrangements of the Class A Shares and Class B
Shares of each Series permit investors to choose the method of purchasing
shares that is most beneficial given the amount of their purchase, the length
of time they expect to hold their shares and other relevant circumstances.
Investors should determine whether, under their particular circumstances, it
is more advantageous to purchase the Class A Shares of a Series and incur a
front-end sales charge and annual 12b-1 Plan expenses of up to a maximum of
.30% of the average daily net assets of the Class A Shares or to purchase the
Class B Shares of a Series and have the entire initial purchase price
invested in the Series with the investment thereafter subject to a CDSC if
shares are redeemed within six years of purchase and annual 12b-1 Plan
expenses of 1% (.25% of which are service fees to be paid by the Series to
the Distributor, dealers or others for providing personal service and/or
maintaining shareholder accounts) of the average daily net assets of the
Class B Shares for no longer than approximately eight years after purchase.
Class A Shares--International Equity Series,
Global Bond Series and Global Assets Series
Purchases of $100,000 or more of the Class A Shares at the offering price
carry reduced front-end sales charges as shown in the accompanying tables,
and may include a series of purchases over a 13-month period under a Letter
of Intention signed by a purchaser. See Special Purchase Features--Class A
Shares for more information on ways in which investors can avail themselves
of reduced front-end sales charges and other purchase features.
<PAGE>
International Equity Fund A Class
Global Assets Fund A Class
- -----------------------------------------------------------------------
Front-End Sales Charge Dealer's
as % of Concession**
Amount of Purchase Offering Amount as % of
Price Invested Offering Price
- -----------------------------------------------------------------------
Less than $100,000 5.75% 6.10% 5.00%
$100,000 but under $250,000 4.75 4.99 4.00
$250,000 but under $500,000 3.50 3.63 3.00
$500,000 but under $1,000,000* 3.00 3.09 2.60
- -----------------------------------------------------------------------
Global Bond Fund A Class
- -----------------------------------------------------------------------
Front-End Sales Charge Dealer's
as % of Concession**
Amount of Purchase Offering Amount as % of
Price Invested Offering Price
- -----------------------------------------------------------------------
Less than $100,000 4.75% 4.99% 4.00%
$100,000 but under $250,000 3.75 3.90 3.00
$250,000 but under $500,000 2.50 2.56 2.00
$500,000 but under $1,000,000* 2.00 2.04 1.60
*There is no front-end sales charge on purchases of $1 million or more
but, under certain limited circumstances, a 1% contingent deferred
sales charge may apply. The contingent deferred sales charge ("Limited
CDSC") that may be applicable to purchases of Class A Shares arises
only in the case of certain net asset value purchases which have triggered
the payment of a dealer's commission.
- ---------------------------------------------------------------------------
The Fund must be notified when a sale takes place which would qualify
for the reduced front-end sales charge on the basis of previous purchases
and current purchases. The reduced front-end sales charge will be granted
upon confirmation of the shareholder's holdings by the Fund. Such reduced
front-end sales charges are not retroactive.
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 dealers up to the full front-end sales charge shown
above. Dealers who receive 90% or more of the sales charge may be deemed to
be underwriters under the 1933 Act.
**Financial institutions or their affiliated brokers may receive an agency
transaction fee in the percentages set forth above.
- ---------------------------------------------------------------------------
Certain dealers who enter into an agreement to provide extra training and
information on Delaware Group products and services and to increase sales of
Delaware Group funds may receive an additional concession of up to .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 concession will be paid.
Participating dealers may be deemed to have additional responsibilities under
the securities laws.
Dealer's Commission--Class A Shares
For initial purchases of Class A Shares of $1,000,000 or more made on or
after June 1, 1993, a dealer's commission may be paid by the Distributor to
financial advisers through whom such purchases are effected in accordance
with the following schedule:
<PAGE>
Dealer's Commission
-------------------
Amount of Purchase (as a percentage of
------------------ amount purchased)
Up to $2 million 1.00%
Next $1 million up to $3 million .75
Next $2 million up to $5 million .50
Amount over $5 million .25
In determining a financial adviser's eligibility for the dealer's
commission, purchases of Class A Shares of other Delaware Group funds as to
which a Limited CDSC applies (see Redemption and Repurchase) may be
aggregated with those of the Class A Shares of a Series. Financial advisers
should contact the Distributor concerning the applicability and calculation
of the dealer's commission in the case of combined purchases. 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. The Distributor also should be consulted
concerning the availability of and program for these payments.
An exchange from other Delaware Group funds will not qualify for payment of
the dealer's commission, unless such exchange is from a Delaware Group fund
with assets as to which a dealer's commission or similar payment has not been
previously paid. The schedule and program for payment of the dealer's
commission are subject to change or termination at any time by the
Distributor in its discretion.
Class B Shares
Class B Shares are purchased without the imposition of a front-end sales
charge at the time of purchase. Class B Shares redeemed within six years of
purchase may be subject to a CDSC at the rates set forth below, charged as a
percentage of the dollar amount subject thereto. 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 the shares at
the time of redemption. Accordingly, no CDSC will be imposed on increases in
net asset value above the initial purchase price. In addition, no CDSC will
be assessed on redemption of shares received upon reinvestment of dividends
or capital gains. See the Prospectus for the Fund Classes under Buying
Shares--Contingent Deferred Sales Charge for a list of the instances in which
the CDSC is waived.
The following table sets forth the rates of the CDSC for the Class B Shares
of each Series:
Contingent Deferred
Sales Charge
(as a Percentage of
Year After Dollar Amount
Purchase Made Subject to Charge)
------------- -------------------
0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None
<PAGE>
During the seventh year after purchase and, thereafter, until converted
automatically into Class A Shares of the respective Series, the Class B
Shares of that Series will continue to be subject to annual 12b-1 Plan
expenses of 1% of average daily net assets representing such shares. At the
end of no longer than approximately eight years after purchase, the
investor's Class B Shares will be automatically converted into Class A Shares
of the respective Series. See Automatic Conversion of Class B Shares in the
Fund Classes' Prospectus. Such conversion will constitute a tax-free exchange
for federal income tax purposes. See Taxes in the Prospectus for the Fund
Classes.
Plans Under Rule 12b-1 for the Fund Classes
Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund
has adopted a separate plan for each of the Class A Shares and the Class B
Shares (the "Plans"). The Plan relating to the Class A Shares permits the
respective Series to pay for certain distribution, promotional and related
expenses involved in the marketing of only the Class A Shares.
The Plan relating to the Class B Shares permits the respective Series to
pay for certain distribution, promotional and related expenses involved in
the marketing of only the Class B Shares.
The Plans do not apply to the Institutional Classes of shares. Such shares
are not included in calculating the Plans' fees, and the Plans are not used
to assist in the distribution and marketing of shares of the Institutional
Classes. Shareholders of the Institutional Classes may not vote on matters
affecting the Plans.
The Plans permit a Series, pursuant to separate Distribution Agreements, to
pay out of the assets of the respective Class A Shares and Class B 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 12b-1 Plan expenses relating to the Class B 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, a Series may make payments out of the assets of the respective
Class A Shares and Class B Shares directly to other unaffiliated parties,
such as banks, who either aid in the distribution of their respective shares
or provide services to such classes.
The maximum aggregate fee payable by the Fund under the Plans and the
agreements relating to distribution is on an annual basis .30% of the Class A
Shares' average daily net assets for the year, and 1% (.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 the Class B
Shares' average daily net assets for the year. The Fund's Board of Directors
may reduce these amounts at any time.
<PAGE>
All of the distribution expenses incurred by the Distributor and others,
such as broker/dealers, in excess of the amount paid on behalf of the Class A
and Class B Shares will be borne by such persons without any reimbursement
from such classes. Subject to seeking best price and execution, a Series 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, the Distribution Agreements and the form of dealer's and
services agreements relating thereto have all been approved by the Board of
Directors of the Fund, including a majority of the directors who are not
"interested persons" (as defined in the Investment Company Act of 1940) of
the Fund and who have no direct or indirect financial interest in the Plans
or any related agreements, by vote cast in person or at a meeting duly called
for the purpose of voting on the Plans and such Agreements. Continuation of
the Plans, the Distribution Agreements and the form of dealer's and services
agreements must be approved annually by the Board of Directors in the same
manner as specified above.
Each year, the directors must determine whether continuation of the Plans
is in the best interest of shareholders of respectively, the Class A Shares
and the Class B Shares and that there is a reasonable likelihood of the Plan
relating to a Fund Class providing a benefit to that Class. The Plans, the
Distribution Agreements and the dealer's and services agreements with any
broker/dealers or others relating to a Fund Class may be terminated at any
time without penalty by a majority of those directors who are not "interested
persons" or by a majority vote of the outstanding voting securities of the
relevant Fund 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 Fund Class, as well
as by a majority vote of those directors who are not "interested persons."
Also, any other material amendment to the Plans must be approved by a
majority vote of the directors including a majority of the noninterested
directors of the Fund having no interest in the Plans. In addition, in order
for the Plans to remain effective, the selection and nomination of directors
who are not "interested persons" of the Fund must be effected by the
directors who themselves are not "interested persons" and who have no direct
or indirect financial interest in the Plans. Persons authorized to make
payments under the Plans must provide written reports at least quarterly to
the Board of Directors for their review.
For the fiscal year ended November 30, 1994, payments from the
International Equity Fund A Class pursuant to its Plan amounted to $152,074
and such payments were used for the following purposes: Annual/Semi-Annual
Reports-- $2,308; Broker Trails--$118,562; Commission to Wholesalers--$22,324;
Promotional-Other--$1,856; and Prospectus Printing--$7,024. For the period
<PAGE>
September 6, 1994 (date of initial public offering) through November 30, 1994
payments from the Class B Shares pursuant to its Plan amounted to $623 and
such payments were used for the following purposes: Broker Sales
Charges--$260; Broker Trails--$143; Commission to Wholesalers--$45; and
Interest on Broker Sales Charges--$175.
Other Payments to Dealers--Class A and Class B Shares
From time to time, at the discretion of the Distributor, all registered
broker/dealers whose aggregate sales of Fund Classes exceed certain limits as
set by the Distributor, may receive from the Distributor an additional
payment of up to .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 Group 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.
In connection with the sale of Delaware Group fund shares, the Distributor
may, at its own expense, pay to participate in or reimburse dealers with whom
it has a selling agreement for expenses incurred in connection with seminars
and conferences sponsored by such dealers and may pay or allow additional
promotional incentives, which shall include non-cash concessions, such as
certain luxury merchandise or a trip to or attendance at a business or
investment seminar at a luxury resort, in the form of sales contests to
dealers who sell shares of the funds. Such seminars and conferences and the
terms of such sales contests must be preapproved by the Distributor. Payment
may be up to 100% of the expenses incurred or awards made in connection with
seminars, conferences or contests relating to the promotion of fund shares.
The Distributor may also pay a portion of the expense of preapproved dealer
advertisements promoting the sale of Delaware Group fund shares.
Special Purchase Features--Class A Shares
Buying at Net Asset Value
The Class A Shares may be purchased without a front-end sales charge under
the Dividend Reinvestment Plan and, under certain circumstances, the 12-Month
Reinvestment Privilege and the Exchange Privilege.
Officers, directors and employees (including former officers and directors
and former employees who had been employed for at least ten years) of the
Fund, any other fund in the Delaware Group, DMC, including the Manager, any
affiliate, any fund or affiliate that may in the future be created, legal
counsel to the funds and registered representatives and employees of
broker/dealers who have entered into Dealer's Agreements with the Distributor
may purchase Class A Shares and any such class of shares of any of the funds
in the Delaware Group, including any fund that may be created, at the net
asset value per share. Spouses, parents, brothers, sisters and children
(regardless of age) of such persons at their direction, and any employee
benefit plan established by any of the foregoing funds, corporations, counsel
<PAGE>
or broker/dealers may also purchase shares at net asset value. Purchases of
Class A Shares may also be made by clients of registered representatives of
an authorized investment dealer at net asset value within six months of a
change of the registered representative's employment, if the purchase is
funded by proceeds from an investment where a front-end sales charge has been
assessed and the redemption of the investment did not result in the
imposition of a contingent deferred sales charge or other redemption charges.
Purchases of Class A Shares also may be made at net asset value by bank
employees that provide services in connection with agreements between the
bank and unaffiliated brokers or dealers concerning sales of Class A Shares.
Also, officers, directors and key employees of institutional clients of the
Manager, the Sub-Adviser or any of their 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. Such purchasers are required to sign a letter stating
that the purchase is for investment only and that the securities may not be
resold except to the issuer. Such purchasers may also be required to sign or
deliver such other documents as the Fund may reasonably require to establish
eligibility for purchase at net asset value. The Fund must be notified in
advance that the trade qualifies for purchase 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 a
Delaware Group account in connection with loans originated from accounts
previously maintained by another investment firm will also be invested at net
asset value.
Letter of Intention
The reduced front-end sales charges described above with respect to the
Class A Shares are also applicable to the aggregate amount of purchases made
by any such purchaser previously enumerated 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 the Fund, which
provides for the holding in escrow by the Transfer Agent of 5% of the total
amount of the 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 the Class A Shares purchased at the reduced rate
<PAGE>
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 a
Series and of any class of any of the other mutual funds in the Delaware
Group (except shares of any Delaware Group fund which do not carry a
front-end sales charge or contingent deferred sales charge, 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 shares which do) previously purchased and still held
as of the date of their Letter of Intention toward the completion of such
Letter. For purposes of satisfying an investor's obligation under a Letter of
Intention, Class B Shares of a Series and the corresponding class of shares
of other Delaware Group funds which offer such shares may be aggregated with
the Class A Shares of the Series and the corresponding class of shares of the
other Delaware Group funds.
Employers offering a Delaware Group Retirement Plan may also complete a
Letter of Intention to obtain a reduced front-end sales charge on investments
of the 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 Group funds that are offered with a front-end sales
charge or contingent deferred sales charge for a 13-month period. The
Transfer Agent reserves the right to adjust the signed Letter of Intention
based on this acceptance criteria. The 13-month period will begin on the date
this Letter of Intention is accepted by the Transfer Agent. If actual
investments exceed the anticipated level and equal an amount that would
qualify the Plan for further discounts, any front-end sales charges will be
automatically adjusted. In the event this Letter of Intention is not
fulfilled within the 13-month period, the Plan level will be adjusted
(without completing another Letter of Intention) and the employer will be
billed for the difference in front-end sales charges due, based on the Plan's
assets under management at that time. Employers may also include the value
(at offering price at the level designated in their Letter of Intention) of
all their shares intended for purchase that are offered with a front-end
sales charge or contingent deferred sales charge of any class. Class B Shares
of a Series and other Delaware Group funds which offer a corresponding class
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 the Class A Shares, purchasers may
combine the total amount of any combination of the Fund Classes as well as
any other class of any of the other Delaware Group funds (except shares of
<PAGE>
any Delaware Group fund which do not carry a front-end sales charge or
contingent deferred sales charge, 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 shares
which do).
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 the
age 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 the Fund Classes as well as any other class of any of the other
Delaware Group funds which offer such classes (except shares of any Delaware
Group fund which do not carry a front-end sales charge or contingent deferred
sales charge, 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 shares which
do). Using the International Equity Fund A Class as an example, if any such
purchaser has previously purchased and still holds shares of that Class
and/or shares of any other of the classes described in the previous sentence
with a value of $40,000 and subsequently purchases $60,000 at offering price
of additional shares of the Class A Shares, the charge applicable to the
$60,000 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 tables of sales charg
es for Class A Shares to determine the applicability of the Right of
Accumulation to their particular circumstances.
12-Month Reinvestment Privilege
Shareholders of the Class A Shares (and of the Institutional Classes
holding shares which were acquired through an exchange of one of the other
mutual funds in the Delaware Group offered with a front-end sales charge) who
redeem such shares of the Series have one year from the date of redemption to
reinvest all or part of their redemption proceeds in Class A Shares of a
Series or in Class A Shares of any of the other funds in the Delaware Group,
subject to applicable eligibility and minimum purchase requirements, in
states where their shares may be sold, at net asset value without the payment
of a front-end sales charge. This privilege does not extend to Class A Shares
where the redemption of the shares triggered the payment of a Limited CDSC.
Persons investing redemption proceeds from direct investments in mutual funds
in the Delaware Group 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 redemption of Class B Shares.
<PAGE>
Any such reinvestment cannot exceed the redemption proceeds (plus any
amount necessary to purchase a full share). The reinvestment will be made at
the net asset value next determined after receipt of remittance. A redemption
and reinvestment could have income tax consequences. It is recommended that a
tax adviser be consulted with respect to such transactions. Any reinvestment
directed to a fund in which the investor does not then have an account will
be treated like all other initial purchases of a fund's shares. Consequently,
an investor should obtain and read carefully the prospectus for the fund in
which the investment is proposed 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 Fund's shareholder servicing agent, about the
applicability of the Limited CDSC (see Contingent Deferred Sales Charge for
Certain Purchases of Class A Shares Made at Net Asset Value under Redemption
and Exchange in the Fund Classes' Prospectus) in connection with the features
described above.
Group Investment Plans
Group Investment Plans which are not eligible to purchase shares of the
Institutional Classes may also benefit from the reduced front-end sales
charges for investments in Class A Shares set forth in the tables on page 15,
based on total plan assets. If a company has more than one plan investing in
the Delaware Group of funds, then the total amount invested in all plans
would be used in determining the applicable front-end sales charge reduction.
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 Group
investment accounts. For other Retirement Plans and special services, see
Retirement Plans for the Fund Classes under Investment Plans.
The Institutional Classes
Each Series' Institutional Class 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 DMC or its affiliates and securities dealer firms with a
selling agreement with the Distributor; (c) institutional advisory accounts
of DMC or its affiliates and those having client relationships with Delaware
Investment Advisers, a division of DMC, or its affiliates and their corporate
sponsors, as well as subsidiaries and related employee benefit plans and
rollover individual retirement accounts from such institutional advisory
accounts; (d) banks, trust companies and similar financial institutions
investing for their own account or for the account of their trust customers
for whom such financial institution is exercising investment discretion in
purchasing shares of the Class; and (e) registered investment advisers
investing on behalf of clients that consist solely of institutions and high
<PAGE>
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 Classes are available for purchase at net asset
value, without the imposition of a front-end or contingent deferred sales
charge and are not subject to Rule 12b-1 expenses.
INVESTMENT PLANS
Reinvestment Plan/Open Account
Unless otherwise designated by shareholders in writing, dividends from net
investment income and distributions from realized securities profits, if any,
will be automatically reinvested in additional shares of the respective Fund
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 an Institutional
Class are reinvested in the account of the holders of such shares (based on
the net asset value of the Series in effect on the reinvestment date). A
confirmation of each dividend payment from net investment income and of
distributions from realized securities profits, if any, 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 Series
for $25 or more with respect to the Class A Shares and $100 or more with
respect to the Class B Shares; no minimum applies to the Institutional
Classes. Such purchases are made, for the Class A Shares at the public
offering price, and for the Class B Shares and Institutional Classes 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 Group Funds
Subject to applicable eligibility and minimum purchase requirements and the
limitations set forth below, shareholders of the Class A Shares and Class B
Shares may automatically reinvest dividends and/or distributions from a
Series in any of the other mutual funds in the Delaware Group, including the
Series, 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 a fund in which the investor does not then have an
account will be treated like all other initial purchases of a fund's shares.
<PAGE>
Consequently, an investor should obtain and read carefully the prospectus for
the fund in which the investment is proposed to be made before investing or
sending money. The prospectus contains more complete information about the
fund, including charges and expenses. See also Dividend Reinvestment Plan in
the Prospectus for the Fund Classes.
Subject to the following limitations, dividends and/or distributions from
other funds in the Delaware Group may be invested in shares of a Series,
provided an account has been established. Dividends from the Class A Shares
may not be directed to the Class B Shares of another fund in the Delaware
Group. Dividends from the Class B Shares may only be directed to the Class B
Shares of another fund in the Delaware Group that offers such class of
shares. See Class B Funds in the Prospectus for the Fund Classes for the
funds in the Delaware Group that are eligible for investment by holders of
Fund shares.
This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457
Deferred Compensation Plans.
Investing by Electronic Fund Transfer
Direct Deposit Purchase Plan--Investors of the Class A Shares and Class B
Shares may arrange for a Series to accept for investment, 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 the Class A Shares and Class B
Shares may make automatic investments by authorizing, in advance, monthly
payments directly from their checking account for deposit into a Class. This
type of investment will be handled in either of the two ways noted below. (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, Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457
Deferred Compensation Plans.
* * *
<PAGE>
Investments under the Direct Deposit Purchase Plan and the Automatic
Investing Plan must be for $25 or more with respect to the Class A Shares and
$100 or more with respect to the Class B Shares. 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 a Series 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, a Series 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 Series.
Direct Deposit Purchases by Mail
Shareholders may authorize a third party, such as a bank or employer, to
make investments directly to their Series accounts. A Series 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 the Fund
for proper instructions.
Retirement Plans for the Fund Classes
An investment in the Series may be suitable for tax-deferred Retirement
Plans. Among the Retirement Plans noted below, Class B Shares are available
for investment only by Individual Retirement Accounts, Simplified Employee
Pension Plans, 457 Deferred Compensation Plans and 403(b)(7) Deferred
Compensation Plans. The CDSC may be waived on certain redemptions of Class B
Shares. See the Prospectus for the Fund Classes under Buying
Shares--Contingent Deferred Sales Charge for a list of the instances in which
the CDSC is waived.
The minimum initial investment for each of the Retirement Plans described
below is $250; subsequent investments must be at least $25. Many of the
Retirement Plans described below are subject to one-time fees, as well as
annual maintenance fees. Prototype Profit Sharing and Money Purchase Pension
Plans are each subject to a one-time fee of $200 per plan, or $300 for paired
plans. No such fee is charged for owner-only plans. All Prototype Profit
Sharing and Money Purchase Pension Plans are subject to an annual maintenance
fee of $30 per participant account. Each of the other Retirement Plans
described below (other than 401(k) Defined Contribution Plans) is subject to
an annual maintenance fee of $15 for each participant's account, even in
years when no contributions are made, regardless of the number of funds
selected. Annual maintenance fees for 401(k) Defined Contribution Plans are
based on the number of participants in the Plan and the services selected by
the employer. Fees are quoted upon request. Annual maintenance fees may be
<PAGE>
shared by Delaware Management Trust Company, the Transfer Agent, other
affiliates of the Manager and others that provide services to such Plans.
Fees are subject to change.
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 Classes.
See The Institutional Classes above. For additional information on any of the
Plans and Delaware's retirement services, call the Shareholder Service Center
telephone number.
With respect to the annual maintenance fees per account referred to above,
"account" shall mean any account or group of accounts within a Plan type
identified by a common tax identification number between or among them.
Shareholders are responsible for notifying the Fund when more than one
account is maintained under a single tax identification 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
and corporations which replace the former Keogh and corporate retirement
plans. These Plans contain profit sharing or money purchase pension plan
provisions. Contributions may be invested only in Class A Shares.
Individual Retirement Account ("IRA")
A document is available for an individual who wants to establish an
Individual Retirement Account ("IRA") by making 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 or elects to be treated as having no
compensation for the year. Investments in each of the Fund Classes are
permissible.
The Tax Reform Act of 1986 (the "Act") restructured, and in some cases
eliminated, the tax deductibility of IRA contributions. Under the Act, the
full deduction for IRAs ($2,000 for each working spouse and $2,250 for
one-income couples) was retained for all taxpayers who are not covered by an
employer-sponsored retirement plan. Even if a taxpayer (or his or her spouse)
is covered by an employer-sponsored retirement plan, the full deduction is
still available if the taxpayer's adjusted gross income is below $25,000
($40,000 for taxpayers filing joint returns). A partial deduction is allowed
<PAGE>
for married couples with incomes between $40,000 and $50,000, and for single
individuals with incomes between $25,000 and $35,000. The Act does not permit
deductions for contributions to IRAs by taxpayers whose adjusted gross income
before IRA deductions exceeds $50,000 ($35,000 for singles) and who are
active participants in an employer-sponsored retirement plan. Taxpayers who
are not allowed deductions on IRA contributions still can make nondeductible
IRA contributions of as much as $2,000 for each working spouse ($2,250 for
one-income couples), and defer taxes on interest or other earnings from the
IRAs. Special rules apply for determining the deductibility of contributions
made by married individuals filing separate returns.
A company or association may establish a Group IRA for employees or members
who want to purchase shares of a Series. Purchases of $1 million or more of
the Class A Shares qualify for purchase at net asset value but may, under
certain circumstances, be subject to a Limited CDSC. See Purchasing Shares
concerning reduced front-end sales charges applicable to Class A Shares.
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. See Class B Shares under Alternative Purchase
Arrangements concerning the applicability of a CDSC upon redemption.
See Appendix A for additional IRA information.
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 Fund Classes is available for investment by a
SEP/IRA.
Salary Reduction Simplified Employee Pension Plan ("SAR/SEP")
Employers with 25 or fewer eligible employees can establish this plan which
permits employer contributions and salary deferral contributions in Class A
Shares only.
<PAGE>
Prototype 401(k) Defined Contribution Plan
Section 401(k) of the Internal Revenue Code of 1986 (the "Code") permits
employers to establish qualified plans based on salary deferral
contributions. 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 or
certain other funds in the Delaware Group. 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 tables on page 15.
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 any of the Fund Classes in conjunction with such an arrangement.
Applicable front-end sales charges with respect to Class A Shares for such
purchases are set forth in the tables on page 15.
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 any of the Fund Classes. Although
investors may use their own plan, there is available a Delaware Group 457
Deferred Compensation Plan. Interested investors should contact the
Distributor or their investment dealers to obtain further information.
Applicable front-end sales charges for such purchases of Class A Shares are
set forth in the tables on page 15.
DETERMINING OFFERING PRICE
AND NET ASSET VALUE
Orders for purchases of Class A Shares are effected at the offering price
next calculated by a Series after receipt of the order by the Fund or its
agent. Orders for purchases of Class B Shares and the Institutional Classes
are effected at the net asset value per share next calculated after receipt
of the order by the Fund or its agent. Selling dealers have the
responsibility of transmitting orders promptly.
The offering price for the 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 such exchange
is open. The New York Stock Exchange is scheduled to be open Monday through
Friday throughout the year except for New Year's Day, Presidents' Day, Good
<PAGE>
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. When the New York Stock Exchange is closed, the Fund will
generally be closed, pricing calculations will not be made and purchase and
redemption orders will not be processed.
An example showing how to calculate the net asset value per share and, in
the case of the Class A Shares, the offering price per share, is included in
the International Equity Series' financial statements which are incorporated
by reference into this Part B.
Each Series' net asset value per share is computed by adding the value of
all the securities and other assets in the Series' portfolio, deducting any
liabilities of the Series, and dividing by the number of Series' shares
outstanding. Expenses and fees are accrued daily. In determining a Series'
total net assets, portfolio securities primarily listed or traded on a
national or foreign securities exchange, except for bonds, are valued at the
last sale price on that exchange. Exchange traded options are valued at the
last reported sale price or, if no sales are reported, at the mean between
bid and asked prices. Non-exchange traded options are valued at fair value
using a mathematical model. Futures contracts are valued at their daily
quoted settlement price. For valuation purposes, foreign securities initially
expressed in foreign currency values will be converted into U.S. dollar
values at the mean between the bid and offered quotations of such currencies
against U.S. dollars as last quoted by any recognized dealer or major bank
which is a regular participant in the institutional foreign exchange markets.
Securities not traded on a particular day, over-the-counter securities, and
government and agency securities are valued at the mean value between bid and
asked prices. Money market instruments having a maturity of less than 60 days
are valued at amortized cost. Debt securities (other than short-term
obligations) are valued on the basis of valuations provided by a pricing
service when such prices are believed to reflect the fair value of such
securities. Use of a pricing service has been approved by the Board of
Directors. Prices provided by a pricing service take into account appropriate
factors such as institutional trading in similar groups of securities, yield,
quality, coupon rate, maturity, type of issue, trading characteristics and
other market data. Subject to the foregoing, securities for which market
quotations are not readily available and other assets are valued at fair value
as determined in good faith and in a method approved by the Board of Directors.
Each Class of a Series will bear, pro-rata, all of the common expenses of
that Series. The net asset values of all outstanding shares of each Class of
a Series will be computed on a pro-rata basis for each outstanding share
based on the proportionate participation in a Series represented by the value
of shares of that Class. All income earned and expenses incurred by a Series
will be borne on a pro-rata basis by each outstanding share of a Class, based
on each Class' percentage in a Series represented by the value of shares of
such Classes, except that the Institutional Classes will not incur any of the
expenses under the Fund's 12b-1 Plans and shares of the Fund Classes alone
will bear the 12b-1 Plan fees payable under their respective Plans. Due to
<PAGE>
the specific distribution expenses and other costs that will be allocable to
each Class, the net asset value of and dividends paid to each Class of a
Series will vary.
REDEMPTION AND REPURCHASE
Any shareholder may require the Fund to redeem Series shares by sending a
written request, signed by the record owner or owners exactly as the shares are
registered, to the Fund, 1818 Market Street, Philadelphia, PA 19103. In
addition, certain redemption methods described below are available when stock
certificates have not been issued. The Fund does not issue certificates for
Class A Shares or Institutional Class shares, unless a shareholder
specifically requests them. The Fund does not issue certificates for Class B
Shares. If stock certificates have been issued for shares being redeemed,
they must accompany the written request. For redemptions of $50,000 or less
paid to the shareholder at the address of record, the Fund requires a request
signed by all owners of the shares or the investment dealer of record, but
does not require signature guarantees. When the redemption is for more than
$50,000, or if payment is made to someone else or to another address,
signatures of all record owners are required and a signature guarantee may be
required. Each signature guarantee must be supplied by an eligible guarantor
institution. The Fund reserves the right to reject a signature guarantee
supplied by an eligible institution based on its creditworthiness. The Fund
may request further documentation from corporations, retirement plans,
executors, administrators, trustees or guardians.
In addition to redemption of Series shares by the Fund, the Distributor,
acting as agent of the Fund, offers to repurchase Series shares from
broker/dealers acting on behalf of shareholders. The redemption or repurchase
price, which may be more or less than the shareholder's cost, is the net
asset value per share next determined after receipt of the request in good
order by the Fund or its agent, less any applicable contingent deferred sales
charge. 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 Fund and the Distributor end their business day 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 Series 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 (less any applicable contingent
deferred sales charge), 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
<PAGE>
(who may make a charge to the shareholder for this service) delivering the
shares repurchased.
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 Purchases of Class A Shares Made at Net Asset Value under
Redemption and Exchange in each Series' Prospectus for the Fund Classes. The
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 four
th 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. See Contingent Deferred Sales Charge under Buying
Shares in the Prospectus for the Fund Classes. Except for such contingent
deferred sales charges and, with respect to the expedited payment by wire
described below, for which there is currently a $7.50 bank wiring cost,
neither the Fund nor the Distributor charges a fee for redemptions or
repurchases, but such fees could be charged at any time in the future.
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.
If a shareholder who recently purchased shares by check seeks to redeem all
or a portion of those shares in a written request, the Fund will honor the
redemption request but will not mail the proceeds until it is reasonably
satisfied of the collection of the investment check. This potential delay can
be avoided by making investments by wiring Federal Funds.
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 Fund will automatically redeem from the shareholder's account the Series
shares purchased by the check plus any dividends earned thereon. Shareholders
may be responsible for any losses to the Series 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 a Series of securities owned by it is not reasonably practical,
or it is not reasonably practical for a Series fairly to value its assets, or
in the event that the Securities and Exchange Commission has provided for
such suspension for the protection of shareholders, a Series 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
<PAGE>
distribution in kind could result in the payment of brokerage commissions.
However, the Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940 pursuant to which the Fund is obligated to
redeem Series shares solely in cash up to the lesser of $250,000 or 1% of the
net asset value of the Series during any 90-day period for any one
shareholder.
The value of a Series' investment is subject to changing market prices.
Thus, a shareholder reselling shares to a Series may 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, the Fund
reserves the right to redeem Series shares in any of its accounts at the
then-current net asset value if the total investment in the Series has a
value of less than $1,000 as a result of redemptions. As a consequence, an
investor who makes only the minimum investment in a Class will be subject to
involuntary redemption if any portion of the investment is redeemed. Before
the Fund 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 $1,000 and will be allowed 60 days from that date of
notice to make an additional investment to meet the required minimum of
$1,000. Any redemption in an inactive account established with a minimum
investment may trigger mandatory redemption. No contingent deferred sales
charge will apply to the redemptions described in this paragraph of the Class
A and the Class B Shares.
Expedited Telephone Redemptions
The Fund has available certain redemption privileges, as described below.
The Fund reserves the right to suspend or terminate the expedited payment
procedures upon 60 days' written notice to shareholders.
Shareholders of the Fund Classes or their investment dealers of record
wishing to redeem any amount of shares of $50,000 or less for which
certificates have not been issued may call the Fund at 800-523-1918 (in
Philadelphia, 215-988-1241) or, in the case of shareholders of the
Institutional Classes, their Client Services Representative at 800-828-5052
prior to the time the offering price and net asset value are determined, as
noted above, and have the proceeds mailed to them at the record address.
Checks payable to the shareholder(s) of record will normally be mailed the
next business day, but no more than seven days, after receipt of the
redemption request. This option is only available to individual, joint and
individual fiduciary-type accounts.
In addition, redemption proceeds of $1,000 or more can be transferred to
your predesignated bank account by wire or by check by calling the Fund, as
described above. An authorization form must have been completed by the
shareholder and filed with the Fund 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 authorization form. Redemption proceeds will normally be
wired on the next business day following receipt of the redemption request.
<PAGE>
There is a $7.50 wiring fee (subject to change) charged by CoreStates Bank,
N.A. which will be deducted from the withdrawal proceeds each time the
shareholder requests a redemption. 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.
2. Payment by Check: Request a check be mailed to the bank account
designated on the authorization form. Redemption proceeds will normally be
mailed the next business day, but no more 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.
Redemption Requirements: In order to change the name of the bank and the
account number it will be necessary to send a written request to the Fund and
a signature guarantee may be required. Each signature guarantee must be
supplied by an eligible guarantor institution. The Fund reserves the right to
reject a signature guarantee supplied by an eligible institution based on its
creditworthiness.
To reduce the shareholder's risk of attempted fraudulent use of the
telephone redemption procedure, payment will be made only to the bank account
designated on the authorization form.
The Fund will not honor telephone redemptions for Series shares recently
purchased by check unless it is reasonably satisfied that the purchase check
has cleared.
If expedited payment under these procedures could adversely affect a
Series, the Fund may take up to seven days to pay the shareholder.
Neither the Fund nor the Transfer Agent is responsible for any shareholder
loss incurred in acting upon written or telephone instructions for redemption
or exchange of Series shares which are reasonably believed to be genuine.
With respect to such telephone transactions, the Fund 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, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Telephone instructions received by
shareholders of the Fund Classes are generally tape recorded. A written
confirmation will be provided for all purchase, exchange and redemption
transactions initiated by telephone.
Systematic Withdrawal Plan
Shareholders of Class A Shares who own or purchase $5,000 or more of shares
at the offering price 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 Fund does not
recommend any specific amount of withdrawal. This $5,000 minimum does not
apply for a Series' prototype Retirement Plans. Shares purchased with the
initial investment and through reinvestment of cash dividends and realized
<PAGE>
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 the 20th of the month (unless such date falls on a holiday
or a Sunday) and mailed on or about the 19th of every month. Both ordinary
income dividends and realized securities profits distributions will be
automatically reinvested in additional shares of a 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.
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 by the holders of Class A Shares or any similar
plan of any other investment company charging a front-end sales charge made
concurrently with the purchases of the Class A Shares of this or the shares
of any other investment company will ordinarily be disadvantageous to the
shareholder because of the payment of duplicative sales charges. Shareholders
should not purchase Class A Shares while participating in a Systematic
Withdrawal Plan and a periodic investment program in a fund managed by the
Manager must be terminated before a Systematic Withdrawal Plan can take
effect, except if the shareholder is a participant in one of our Retirement
Plans or is investing in Delaware Group funds which do not carry a sales
charge. Also, redemptions 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.
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 Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its credit-
worthiness. This plan may be terminated by the shareholder or the Transfer
Agent at any time by giving written notice.
The Systematic Withdrawal Plan is not available with respect to the Class B
Shares or the Institutional Classes.
Wealth Builder Option
Shareholders of the Fund Classes may elect to invest in one or more of the
other mutual funds in the Delaware Group through our Wealth Builder Option.
Under this automatic exchange program, shareholders can authorize regular
<PAGE>
monthly investments (minimum of $100 per fund) to be liquidated from their
account and invested automatically into other mutual funds in the Delaware
Group, subject to the conditions and limitations set forth in the Fund Classes'
Prospectus. See Wealth Builder Option and Redemption and Exchange in the
Prospectus for the Fund Classes.
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 Exchange Privilege for a brief
summary of the tax consequences of exchanges.
Shareholders can also use the Wealth Builder Option to invest in the Fund
Classes through regular liquidations of shares in their accounts in other
mutual funds in the Delaware Group, subject to the conditions and limitations
described in the Fund Classes' Prospectus. Shareholders can terminate their
participation at any time by written notice to the Fund.
This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457
Deferred Compensation Plans. This option also is not available to
shareholders of the Institutional Classes.
DISTRIBUTIONS
The International Equity Series and the Global Assets Series will normally
make payments from net investment income on a quarterly basis. The Global
Bond Series will normally make payments from net investment income on a
monthly basis.
Payments from net realized securities profits of a Series, if any, will be
distributed annually in the quarter following the close of the fiscal year.
Dividend payments of $1.00 or less will be automatically reinvested,
notwithstanding a shareholder's election to receive dividends in cash. If
such a shareholder's dividends increase to greater than $1.00, the
shareholder would have to file a new election in order to begin receiving
dividends in cash again. Any check in payment of dividends or other
distributions which cannot be delivered by the Post Office or which remains
<PAGE>
uncashed for a period of more than one year may be reinvested in the
shareholder's account at the then-current net asset value and the dividend
option may be changed from cash to reinvest. A Series may deduct from a
shareholder's account the costs of the Series' effort to locate a shareholder
if a shareholder's mail is returned by the Post Office or the Series is
otherwise unable to locate the shareholder or verify the shareholder's
mailing address. These costs may include a percentage of the account when a
search company charges a percentage fee in exchange for their location
services. See also Other Tax Requirements under Accounting and Tax Issues.
Each class of a Series will share proportionately in the investment income
and expenses of that Series, except that the Class A Shares and the Class B
Shares alone will incur distribution fees under their respective 12b-1 Plans.
During the fiscal year ended November 30, 1994, dividends totaling $0.255,
$0.030 and $0.245 per share of the International Equity Fund A Class, the
International Equity Fund B Class and the International Equity Fund
Institutional Class, respectively, were paid from net investment income. In
addition, a distribution of $0.140 per share was paid from the realized
securities profits of the International Equity Fund A Class and the
International Equity Fund Institutional Class. On January 6, 1995, a dividend
of $0.095, $0.085 and $0.130 per share was paid from net investment income to
International Equity Fund A Class, International Equity Fund B Class and
International Equity Fund Institutional Class shareholders of record December
27, 1994, respectively. On the same date, a distribution of $0.470 per share
was paid from realized securities profits to International Equity Fund A
Class, International Equity Fund B Class and International Equity Fund
Institutional Class shareholders of record December 27, 1994.
INVESTMENT MANAGEMENT AGREEMENT AND SUB-ADVISORY AGREEMENT
Delaware International Advisers Ltd. ("Delaware International" or the
"Manager"), located at Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ, furnishes investment management services to each Series, subject to
the supervision and direction of the Fund's Board of Directors. Delaware
International is affiliated with Delaware Management Company, Inc. ("DMC").
DMC and its predecessors have been managing the funds in the Delaware Group
since 1938. The aggregate assets of these funds on November 30, 1994 were
approximately $9,237,192,000. Investment advisory services are also provided
to institutional accounts with assets on November 30, 1994 of approximately
$15,544,258,000.
The Investment Management Agreement for each Series, dated October 25,
1991, was approved by the Board of Directors on July 22, 1991 and the initial
shareholder on July 23, 1991.
<PAGE>
The Agreements may be further renewed after their initial terms only if
such renewal and continuance are specifically approved at least annually by
the Board of Directors or by vote of a majority of the outstanding voting
securities of the Series, and only if the terms of the renewal thereof have
been approved by the vote of a majority of the directors of the Fund 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. The
Agreements are terminable without penalty on 60 days' notice by the directors
of the Fund or by the Manager. The Agreements will terminate automatically in
the event of their assignment. The Agreements were renewed for a period of an
additional year by the Board of Directors at a meeting held on January 28,
1995.
The Manager manages each Series' investments. The compensation paid by each
Series for investment management services is equal to 1/16 of 1% of each
Series' respective average daily net assets during the month (the equivalent
of .75 of 1% per year), less all directors' fees paid to the unaffiliated
directors by the Series. This fee may be higher than that paid by most funds
which are not international equity funds.
Delaware International has entered into a sub-advisory agreement with DMC
with respect to the management of the Global Assets Series' investments in
U.S. securities. DMC will receive from the Manager 25% of the investment
management fees under the Manager's Investment Management Agreement with the
Fund on behalf of the Global Assets Series.
On November 30, 1994, the net assets of the International Equity Series
were $61,972,724.
Beginning June 1, 1994, Delaware International elected voluntarily to waive
that portion, if any, of the annual management fees payable by the
International Equity Series and to reimburse the Series to the extent
necessary to ensure that the Total Operating Expenses of the International
Equity Fund A Class and the International Equity Fund Institutional Class did
not exceed 1.50% (exclusive of taxes, interest, brokerage commissions,
extraordinary expenses and, in the case of the International Equity Fund A
Class, 12b-1 expenses) through November 30, 1994. Prior to June 1, 1994, a
waiver and reimbursement commitment was in place to ensure expenses did not
exceed 1.25% (exclusive of taxes, interest, brokerage commissions and
extraordinary expenses, but inclusive of 12b-1 expenses) and 0.95% (exclusive
of taxes, interest, brokerage commissions and extraordinary expenses) for the
International Equity Fund A Class and the International Equity Fund
Institutional Class, respectively. Through November 30, 1994, the waiver and
reimbursement noted above with respect to the International Equity Fund A
Class also applied to the International Equity Fund B Class. Delaware
International has also elected to voluntarily waive that portion, if any, of
the annual management fees payable by the Global Bond Series and the Global
Assets Series to ensure that the Total Operating Expenses of these Series
(exclusive of taxes, interest, brokerage commissions, extraordinary expenses
and, in the case of the Global Bond Fund A Class, the Global Bond Fund B
<PAGE>
Class, the Global Assets Fund A Class and the Global Assets Fund B Class,
12b-1 expenses) do not exceed .95% through May 31, 1995. For the fiscal years
ended November 30, 1992 and 1993, the Manager voluntarily waived its entire
investment management fees of $17,405 and $146,221, respectively, and
reimbursed the International Equity Series for expenses in the amounts of
$105,534 and $36,188, respectively. For the fiscal year ended November 30,
1994, the investment management fee of the International Equity Series
amounted to $415,544, of which $149,271 was waived and $266,273 was paid.
Delaware International and DMC are controlled and indirectly, wholly-owned
by Delaware Management Holdings, Inc.
Except for those expenses borne by the Manager under the Investment
Management Agreements and the Distributor under the Distribution Agreements,
each Series is responsible for all of its own expenses. Among others, these
include each Series' 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. For the fiscal year ended
November 30, 1994, the ratio of expenses to average net assets for the
International Equity Fund A Class was 1.56%, reflecting the impact of its
12b-1 Plan. The ratio of expenses to average daily net assets for the
International Equity Fund Institutional Class was 1.26%. These ratios reflect
the voluntary waiver of fees by the Manager described above. Based on the
expenses derived from the Class A Shares of the International Equity Series,
the expenses of the Class B Shares are expected to be 2.52%, reflecting the
impact of its 12b-1 Plan. The ratios of expenses to average daily net assets
for the Global Bond Fund A Class, the Global Bond Fund B Class and the Global
Bond Fund Institutional Class are expected to be 1.25%, 1.95% and 0.95%,
respectively, reflecting the waiver of fees by the Manager described above.
The ratios of expenses to average daily net assets for the Global Assets Fund
A Class, the Global Assets Fund B Class and the Global Assets Fund
Institutional Class are expected to be 1.25%, 1.95% and 0.95%, respectively,
reflecting the waiver of fees by the Manager described above.
By California regulation, the Manager is required to waive certain fees and
reimburse the Series for certain expenses to the extent that the Series'
operating expenses, exclusive of taxes, interest, brokerage commissions and
extraordinary expenses, exceed 2 1/2% of its first $30 million of average
daily net assets, 2% of the next $70 million of average daily net assets and
1 1/2% of any additional average daily net assets. For the fiscal year ended
November 30, 1994, no such reimbursement was necessary or paid.
Distribution and Service
The Distributor, Delaware Distributors, L.P. (which formerly conducted
business as Delaware Distributors, Inc.), located at 1818 Market Street,
serves as the national distributor of each Series' shares under an Amended
<PAGE>
and Restated Distribution Agreement for the International Equity Series dated
September 6, 1994 and Amended and Restated Distribution Agreements for the
Global Bond Series and the Global Assets Series dated December 27, 1994. The
Distributor is an affiliate of the Manager and bears all of the costs of
promotion and distribution, except for payments by each Series on behalf of
its respective Class A Shares and Class B Shares under the 12b-1 Plan for
each class. Prior to January 3, 1995, Delaware Distributors, Inc. ("DDI")
served as the national distributor of the Series' shares. On that date
Delaware Distributors, L.P., a newly formed limited partnership, succeeded to
the business of DDI. All officers and employees of DDI became officers and
employees of Delaware Distributors, L.P. DDI is the corporate general partner
of Delaware Distributors, L.P. and both DDI and Delaware Distributors, L.P.
are indirect, wholly-owned subsidiaries of Delaware Management Holdings, Inc.
The Transfer Agent, Delaware Service Company, Inc., another affiliate of
the Manager located at 1818 Market Street, Philadelphia, PA 19103, serves as
the Series' shareholder servicing, dividend disbursing and transfer agent
pursuant to a Shareholders Services Agreement dated October 25, 1991. The
Transfer Agent is also an indirect, wholly-owned subsidiary of Delaware
Management Holdings, Inc.
OFFICERS AND DIRECTORS
The business and affairs of the Fund are managed under the direction of its
Board of Directors.
Certain officers and directors of the Fund hold identical positions in each
of the other funds in the Delaware Group. On January 31, 1995, the Fund's
officers and directors owned approximately 2.40% of the International Equity
Series, 33.33% of the Global Bond Series' and 17.94% of the Global Assets
Series' shares outstanding.
The following shareholders held 5% or more of a class of shares as of
January 31, 1995: William A. Hayes, Trst. Environmental Monitoring Co., Inc.,
Pension & Profit Sharing Trust, 183 Prado Road, San Luis Obispo, CA 93401
held 4,638 shares (5.93%) of the outstanding shares of the International
Equity Fund B Class. Delaware Management Company Employee Profit Sharing
Trust, 1818 Market Street, Philadelphia, PA 19103 held 296,010 shares
(42.26%), PWH Savings, 1410 North Westshore Blvd., Tampa, FL 32203 held
159,049 shares (22.71%), Charles Schwab & Co., Inc., Attn: Mutual Fund
Department, 101 Montgomery Street, San Francisco, CA 94104 held 59,208 shares
(8.45%), Father Flanagan's Boys Home, 14100 Crawford Road, Boys Town, NE 68010
held 50,296 shares (7.18%) and Long John Silver's, Inc. 401(k) Plan, P.O. Box
11988, Lexington, KY 40579 held 39,967 shares (5.71%) of the outstanding
shares of the International Equity Fund Institutional Class. Brian F. Wruble,
7801 Huron Street, Philadelphia, PA 19118 held 5,000 shares (33.74%), Harold
A. Ofstie, c/o Delaware Investment Advisers, One Commerce Square, Philadelphia,
PA 19103 held 4,957 shares (33.45%), Delaware Management Company, Inc.,
<PAGE>
c/o Joseph H. Hastings, 1818 Market Street, 17th Floor, Philadelphia, PA 19103
held 3,500 shares (23.62%) and Carl E. Sundgren, 13236 North 7th Street,
Phoenix, AZ 85022 held 1,007 shares (6.80%) of the outstanding shares of the
Global Assets Fund A Class. Delaware Management Company, Inc., c/o Joseph H.
Hastings, 1818 Market Street, Philadelphia, PA 19103 held 1 share (100%) of
the outstanding shares of the Global Assets Fund B Class. Delaware Management
Company, Inc., c/o Joseph H. Hastings, 1818 Market Street, 17th Floor,
Philadelphia, PA 19103 held 79,999 shares (61.84%) and Delaware Management
Company Employee Profit Sharing Trust, 1818 Market Street, Philadelphia, PA
19103 held 49,372 shares (38.16%) of the outstanding shares of the Global
Assets Fund Institutional Class. As participants in the Delaware Management
Company Employee Profit Sharing Trust, Richard G. Unruh, Edward N. Antoian
and Dennis L. Adams separately held 10,000 shares (7.73%) and Michael M.
Weisbrot held 7,500 shares (5.79%) of the outstanding shares of the Global
Assets Fund Institutional Class. Paul E. Suckow, 1219 Denbigh Lane, Radnor,
PA 19087 held 5,010 shares (37.06%), Brian F. Wruble, 7801 Huron Street,
Philadelphia, PA 19118 held 5,000 shares (36.98%) and Delaware Management
Company, Inc., c/o Joseph H. Hastings, 1818 Market Street, 17th Floor,
Philadelphia, PA 19103 held 3,500 shares (25.89%) of the outstanding shares
of the Global Bond Fund A Class. Delaware Management Company, Inc., c/o Joseph
H. Hastings, 1818 Market Street, Philadelphia, PA 19103 held 1 share (100%)
of the outstanding shares of the Global Bond Fund B Class. Delaware
Management Company, Inc., c/o Joseph H. Hastings, 1818 Market Street, 17th
Floor, Philadelphia, PA 19103 held 39,999 shares (52.17%) and Delaware
Management Company Employee Profit Sharing Trust, 1818 Market Street,
Philadelphia, PA 19103 held 36,675 shares (47.83%) of the outstanding shares
of the Global Bond Fund Institutional Class. As participants in the Delaware
Management Company Employee Profit Sharing Trust, Richard G. Unruh held
10,081 shares (13.14%), Edward N. Antoian and Dennis L. Adams separately held
10,058 shares (13.11%) and Michael M. Weisbrot held 5,029 shares (6.55%) of
the outstanding shares of the Global Bond Fund Institutional Class. Shares
held by Delaware Management Company Employee Profit Sharing Trust and Long
John Silver's, Inc. 401(k) Plan are beneficially owned by participants in
those plans. Shares held by William A. Hayes, Trst. Environmental Monitoring
Co., Inc., Pension Profit Sharing Trust are believed to be beneficially owned
by others.
On December 12, 1994, DMH entered into a merger agreement with Lincoln
National Corporation ("Lincoln National") and a newly-formed subsidiary of
Lincoln National. Pursuant to that agreement, the new subsidiary will be
merged with and into DMH. This merger will result in DMH becoming a
<PAGE>
wholly-owned subsidiary of Lincoln National. The transaction is expected to
close in the early spring of 1995, subject to the receipt of all regulatory
approvals and satisfaction of conditions precedent to closing. See Management
of the Fund in the Prospectuses for more information regarding this merger
transaction.
DMH Corp., Delaware Management Company, Inc., 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. and Delaware Investment
Counselors, Inc. are direct or indirect, wholly-owned subsidiaries of
Delaware Management Holdings, Inc. ("DMH"). By reason of its percentage
ownership of DMH common stock and through Voting Trust Agreements with
certain other DMH shareholders, Legend Capital Group, L.P. ("Legend")
controls DMH and its direct and indirect, wholly-owned subsidiaries. As
General Partners of Legend, Leonard M. Harlan and John K. Castle have the
ability to direct the voting of more than a majority of the shares of DMH and
thereby control DMH and its direct and indirect, wholly-owned subsidiaries.
Directors and principal officers of the Fund and their business experience
for the past five years follow. Unless otherwise noted, the address of each
officer and director is One Commerce Square, Philadelphia, PA 19103.
*Wayne A. Stork (57)
Chairman, Director and/or Trustee of the Fund and each
of the other 16 Funds in the Delaware Group.
Chairman, Chief Executive Officer, Chief Investment
Officer and Director of Delaware Management
Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware
Management Holdings, Inc., DMH Corp., Delaware
International Advisers Ltd., Delaware International
Holdings Ltd. and Founders Holdings, Inc.
Chairman and Director of Delaware Management
Trust Company.
Director of Delaware Distributors, Inc., Delaware
Service Company, Inc. and Delaware Investment
Counselors, Inc.
During the past five years, Mr. Stork has served in various
executive capacities at different times within the
Delaware organization.
*Director affiliated with the investment manager of the Fund and considered
an "interested person" as defined in the Investment Company Act of 1940.
<PAGE>
*Brian F. Wruble (51)
President, Chief Executive Officer, Director and/or Trustee
of the Fund and 15 other Funds in the Delaware
Group (which excludes Delaware Pooled Trust, Inc.).
Director of Delaware Pooled Trust, Inc., Delaware
International Advisers Ltd. and Delaware Investment
Counselors, Inc.
President, Chief Operating Officer and Director of Delaware
Management Holdings, Inc., DMH Corp. and
Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware
Service Company, Inc.
Chairman and Director of Delaware Distributors, Inc.
Chairman of Delaware Distributors, L.P.
President of Founders Holdings, Inc.
Before joining the Delaware Group in 1992, Mr. Wruble
was Chairman, President and Chief Executive
Officer of Equitable Capital Management Corporation
from July 1985 through April 1992 and was Executive
Vice President of Equitable Life Assurance Society of
the United States from September 1984 through
April 1992 and Chief Investment Officer from April
1991 through April 1992. Mr. Wruble has previously
held executive positions with Smith Barney, Harris
Upham, and H.C. Wainwright & Co.
Winthrop S. Jessup (49)
Executive Vice President of the Fund and 15 other Funds
in the Delaware Group (which excludes Delaware
Pooled Trust, Inc.).
President and Chief Executive Officer of Delaware Pooled
Trust, Inc.
President and Director of Delaware Investment
Counselors, Inc.
Executive Vice President and Director of Delaware
Management Holdings, Inc., DMH Corp.,
Delaware Management Company, Inc., Delaware
Management Trust Company, Delaware International
Holdings Ltd. and Founders Holdings, Inc.
Vice Chairman and Director of Delaware Distributors, Inc.
Vice Chairman of Delaware Distributors, L.P.
Director of Delaware Service Company, Inc. and Delaware
International Advisers Ltd.
During the past five years, Mr. Jessup has served in various
executive capacities at different times within the
Delaware organization.
Richard G. Unruh, Jr. (55)
Executive Vice President of the Fund and each of the
other 16 Funds in the Delaware Group.
Executive Vice President and Director of Delaware
Management Company, Inc.
Senior Vice President of Delaware Management Hold-
ings, Inc.
During the past five years, Mr. Unruh has served in
various executive capacities at different times within
the Delaware organization.
- ------
*Director affiliated with the investment manager of the Fund and considered
an "interested person" as defined in the Investment Company Act of 1940.
<PAGE>
Walter P. Babich (67)
Director and/or Trustee of the Fund and each of the other
16 Funds in the Delaware Group.
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 K. Castle (54)
Director and/or Trustee of the Fund, each of the other
16 Funds in the Delaware Group and Delaware
Management Holdings, Inc.
150 East 58th Street, New York, NY 10155.
General Partner, Legend Capital Group, L.P.
Chairman, Castle Harlan, Inc., a private merchant bank
in New York City.
Chairman, Castle Harlan Partners II GP, Inc.
President and Chief Executive Officer, Branford Castle,
Inc., an investment holding company.
Chairman, Castle Connolly Medical Ltd.
Director, Sealed Air Corp.
Director, UNC, Inc.
Director, Quantum Restaurant Group, Inc.
Director, INDSPEC Chemical Corporation.
Director, Truck Components, Inc.
Trustee, New York Medical College.
Immediately prior to forming Branford Castle, Inc. in
1986, Mr. Castle was President and Chief Executive
Officer and a director of Donaldson, Lufkin & Jenrette,
which he joined in 1965. Mr. Castle also served as
Chairman of the Board of the New York Medical
College for 11 years and has served as a director of the
Equitable Life Assurance Society of the United States
and as a member of the Corporation of the
Massachusetts Institute of Technology.
*Leonard M. Harlan (58)
Director and/or Trustee of the Fund, each of the other
16 Funds in the Delaware Group and Delaware
Management Holdings, Inc.
150 East 58th Street, New York, NY 10155.
General Partner, Legend Capital Group, L.P.
President, Castle Harlan, Inc., a private merchant bank
in New York City.
President, Castle Harlan Partners II GP, Inc.
Chairman and Chief Executive Officer, The Harlan
Company, Inc.
Director, Long John Silver's Holdings, Inc.
Director, The Ryland Group, Inc.
Director, SmarteCarte, Inc.
Director, MAG Aerospace Industries, Inc.
Director, Strawberries, Inc.
Trustee, North Country School/CTT.
Trustee, New York City Citizens Budget Commission.
Member, Visiting Committee of the Harvard Business
School.
- ------
*Director affiliated with the investment manager of the Fund and considered
an "interested person" as defined in the Investment Company Act of 1940.
<PAGE>
Anthony D. Knerr (56)
Director and/or Trustee of the Fund and each of the other
16 Funds in the Delaware Group.
500 Fifth Avenue, New York, NY 10110.
Consultant, Anthony Knerr & Associates.
From 1982 to 1988, Mr. Knerr was Executive Vice
President/Finance and Treasurer of Columbia
University, New York. From 1987 to 1989, he was
also a lecturer in English at the University. In addition,
Mr. Knerr was Chairman of The Publishing Group,
Inc., New York, from 1988 to 1990. Mr. Knerr
founded The Publishing Group, Inc. in 1988.
Ann R. Leven (54)
Director and/or Trustee of the Fund and each of the other
16 Funds in the Delaware Group.
785 Park Avenue, New York, NY 10021.
Treasurer, National Gallery of Art.
From 1984 to 1990, Ms. Leven was Treasurer and Chief
Fiscal Officer of the Smithsonian Institution,
Washington, DC, and from 1975 to 1994, she was
Adjunct Professor of Columbia Business School.
W. Thacher Longstreth (74)
Director and/or Trustee of the Fund and each of the other
16 Funds in the Delaware Group.
1617 John F. Kennedy Boulevard, Philadelphia, PA
19103.
Vice Chairman, Packard Press, a financial printing,
commercial printing and information processing firm.
Philadelphia City Councilman.
President, MLW, Associates.
Director, Tasty Baking Company.
Director, Healthcare Services Group.
Charles E. Peck (69)
Director and/or Trustee of the Fund and each of the other
16 Funds in the Delaware Group.
P.O. Box 1102, Columbia, MD 21044.
Secretary, Enterprise Homes, Inc.
From 1981 to 1990, Mr. Peck was Chairman and Chief
Executive Officer of The Ryland Group, Inc.,
Columbia, MD.
<PAGE>
David K. Downes (55)
Senior Vice President/Chief Administrative Officer/Chief
Financial Officer of the Fund, each of the other
16 Funds in the Delaware Group and Delaware
Management Company, Inc.
President/Chief Executive Officer and Director of Delaware
Management Trust Company.
Senior Vice President/Chief Administrative Officer/Chief
Financial Officer/Treasurer of Delaware Management
Holdings, Inc.
Senior Vice President/Chief Financial Officer/Treasurer and
Director of DMH Corp.
Senior Vice President/Chief Administrative Officer and
Director of Delaware Distributors, Inc.
Senior Vice President/Chief Administrative Officer of
Delaware Distributors, L.P.
Senior Vice President/Chief Administrative Officer/Chief
Financial Officer and Director of Delaware Service
Company, Inc.
Chief Financial Officer and Director of Delaware
International Holdings Ltd.
Senior Vice President/Chief Financial Officer/Treasurer of
Delaware Investment Counselors, Inc.
Senior Vice President and Director of Founders Holdings, Inc.
Director of Delaware International Advisers Ltd.
Before joining the Delaware Group in 1992, Mr. Downes
was Chief Administrative Officer, Chief Financial
Officer and Treasurer of Equitable Capital Management
Corporation, New York, from December 1985 through
August 1992, Executive Vice President from
December 1985 through March 1992, and Vice
Chairman from March 1992 through August 1992.
George M. Chamberlain, Jr. (48)
Senior Vice President and Secretary of the Fund, each of the
other 16 Funds in the Delaware Group, Delaware Man-
agement Holdings, Inc. and Delaware Distributors, L.P.
Corporate Vice President, Secretary and Director of
Founders Holdings, Inc.
Senior Vice President, Secretary and Director of DMH
Corp., Delaware Management Company, Inc.,
Delaware Distributors, Inc., Delaware Service Company,
Inc. and Delaware Management Trust Company.
Secretary and Director of Delaware International
Holdings Ltd.
Senior Vice President and Secretary of Delaware Investment
Counselors, Inc.
Director of Delaware International Advisers Ltd.
Attorney.
During the past five years, Mr. Chamberlain has served
in various capacities at different times within the
Delaware organization.
<PAGE>
Paul E. Suckow (47)
Senior Vice President/Chief Investment Officer, Fixed
Income of the Fund, each of the other 16 funds in
the Delaware Group and Delaware Management
Company, Inc.
Before returning to the Delaware Group in 1993,
Mr. Suckow was Executive Vice President and
Director of Fixed Income for Oppenheimer
Management Corporation, New York, NY. Prior to
that, Mr. Suckow was a fixed income portfolio
manager for the Delaware Group.
George H. Burwell (33)
Vice President/Senior Portfolio Manager of the Fund, of
seven other equity funds in the Delaware Group
and of Delaware Management Company, Inc.
Before joining the Delaware Group in 1992, Mr. Burwell
was a portfolio manager for Midlantic Bank,
New Jersey. In addition, he was a security analyst for
Balis & Zorn, New York and for First Fidelity Bank,
New Jersey.
Paul A. Matlack (35)
Vice President/Senior Portfolio Manager of the Fund, of
nine other income funds in the Delaware Group
and of Delaware Management Company, Inc.
Before joining the Delaware Group in 1989, Mr. Matlack
was a credit specialist with Mellon Bank, Philadelphia,
PA and he subsequently served as a loan officer in the
Corporate Lending Division at Mellon Bank and in
the Special Industries Group at Provident National
Bank, Philadelphia, PA.
Gerald T. Nichols (37)
Vice President/Senior Portfolio Manager of the Fund, of
nine other income funds in the Delaware Group
and of Delaware Management Company, Inc.
Before joining the Delaware Group in 1989, Mr. Nichols
was an Investment Officer with OCWEN Financial
Group, West Palm Beach, FL.
James R. Raith, Jr. (44)
Vice President/Senior Portfolio Manager of the Fund, of
nine other income funds in the Delaware Group
and Delaware Management Company, Inc.
Joseph H. Hastings (45)
Vice President/Corporate Controller of the Fund, each of
the other 16 Funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware
Management Company, Inc., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc. and Founders Holdings, Inc.
Vice President/Corporate Controller/Treasurer of Delaware
Management Trust Company.
1818 Market Street, Philadelphia, PA 19103.
Before joining the Delaware Group in 1992, Mr. Hastings
was Chief Financial Officer for Prudential Residential
Services, L.P., New York, NY from 1989 to 1992.
Prior to that, Mr. Hastings served as Controller and
Treasurer for Fine Homes International, L.P.,
Stamford, CT from 1987 to 1989.
<PAGE>
Eugene J. Cichanowsky (48)
Vice President/Corporate Tax of the Fund, each of the
other 16 Funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware
Management Company, Inc., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., Founders Holdings, Inc. and
Delaware Management Trust Company.
Vice President of Delaware Pooled Trust, Inc.
1818 Market Street, Philadelphia, PA 19103.
During the past five years, Mr. Cichanowsky has served
in various capacities at different times within the
Delaware organization.
Theresa M. Messina (33)
Vice President/Treasurer of the Fund, each of the other
16 Funds in the Delaware Group and Delaware
Service Company, Inc.
Vice President/Treasurer/Chief Financial Officer of
Founders Holdings, Inc.
Vice President/Assistant Treasurer of Delaware Manage-
ment Company, Inc., Delaware Distributors, L.P. and
Delaware Distributors, Inc.
Vice President of Delaware International Holdings, Ltd.
Before joining the Delaware Group in 1994, Ms. Messina
was Vice President/Treasurer for Capital Holdings,
Frazer, PA. Prior to that, Ms. Messina was Vice
President/Fund Accounting for SEI Corporation,
Wayne, PA from 1988 to 1994.
The following is a compensation table listing for each director entitled to
receive compensation, the aggregate compensation received from the Fund, the
total compensation received from all Delaware Group funds and an estimate of
annual benefits to be received upon retirement under the Delaware Group
Retirement Plan as of November 30, 1994.
Pension or
Retirement Estimated Total
Benefits Annual Compensation
Aggregate Accrued Benefits from all 17
Compensation as Part of Upon Delaware
Name from Fund Fund Expenses Retirement* Group Funds
W. Thacher Longstreth $1,606.04 None $18,100 $39,619.35
Ann R. Leven $1,748.13 None $18,100 $44,590.02
Walter P. Babich $1,719.70 None $18,100 $43,595.90
Anthony D. Knerr $2,150.01 None $18,100 $43,962.29
Charles E. Peck $1,448.04 None $18,100 $36,483.40
*Under the terms of the Delaware Group Retirement Plan for directors/trustees,
each disinterested 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 the Fund for a period
equal to the lesser of the number of years that such person served as a
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 directors of the Fund at the time of such person's retirement. If an
eligible director retired as of November 30, 1994, he or she would be entitled
to annual payments totaling $18,100, in the aggregate, from all of the Funds in
the Delaware Group, based on the number of funds in the Delaware Group as of
that date.
<PAGE>
EXCHANGE PRIVILEGE
The exchange privileges available for shareholders of the Classes and for
shareholders of classes of other funds in the Delaware Group are set forth in
the relevant prospectuses for such classes. The following supplements that
information. The Fund reserves the right to reject exchange requests at any
time. The Fund may modify, terminate or suspend the exchange privilege upon
60 days' notice to shareholders.
All exchanges involve a purchase of shares of the fund into which the
exchange is made. As with any purchase, an investor should obtain and
carefully read that fund's prospectus before buying shares in an exchange.
The prospectus contains more complete information about the fund, including
charges and expenses. A shareholder requesting an exchange will be sent a
current prospectus and an authorization form for any of the other mutual
funds in the Delaware Group. Exchange instructions must be signed by the
record owner(s) exactly as the shares are registered.
An exchange constitutes, for tax purposes, the sale of one fund or series
and the purchase of another. The sale may involve either a capital gain or
loss to the shareholder for federal income tax purposes.
In addition, investment advisers and dealers may make exchanges between
funds in the Delaware Group on behalf of their clients by telephone or other
expedited means. This service may be discontinued or revised at any time by
the Transfer Agent. Such exchange requests may be rejected if it is
determined that a particular request or the total requests at any time could
have an adverse effect on any of the funds. Requests for expedited exchanges
may be submitted with a properly completed exchange authorization form, as
described above.
Telephone Exchange Privilege
Shareholders owning shares for which certificates have not been issued or
their investment dealers of record may exchange shares by telephone for
shares in other mutual funds in the Delaware Group. This service is
automatically provided unless the Fund receives written notice from the
shareholder to the contrary.
Shareholders or their investment dealers of record may contact the Transfer
Agent at 800-523-1918 (in Philadelphia, 215-988-1241) or, in the case of
shareholders of the Institutional Classes, their Client Services
Representative at 800-828-5052, to effect an exchange.The shareholder's
current Series account number must be identified, as well as the registration
of the account, the share or dollar amount to be exchanged and the fund into
which the exchange is to be made. Requests received on any day after the time
the offering price and net asset value are determined will be processed the
following day. See Determining Offering Price and Net Asset Value. Any new
account established through the exchange will automatically carry the same
registration, shareholder information and dividend option as the account from
which the shares were exchanged. The exchange requirements of the fund into
which the exchange is being made, such as sales charges, eligibility and
<PAGE>
investment minimums, must be met. (See the prospectus of the fund desired or
inquire by calling the Transfer Agent or, as relevant, your Client Services
Representative.) Certain funds are not available for Retirement Plans.
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 Group. Telephone exchanges may be subject to
limitations as to amounts or frequency. The Transfer Agent and the Fund
reserve the right to record exchange instructions received by telephone and
to reject exchange requests at any time.
As described in the Series' Prospectuses, neither the Fund nor the Transfer
Agent is responsible for any shareholder loss incurred in acting upon written
or telephone instructions for redemption or exchange of Series shares which
are reasonably believed to be genuine.
Following is a summary of the investment objectives of the other Delaware
Group funds:
Delaware 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. Dividend
Growth Fund seeks current income and capital appreciation by investing
primarily in income-producing common stocks, with a focus on common stocks
the Manager believes have the potential for above average dividend increases
over time.
Trend Fund seeks long-term growth by investing in common stock issued by
emerging growth companies exhibiting strong capital appreciation potential.
Value Fund seeks capital appreciation by investing primarily in common
stocks whose market values appear low relative to their underlying value or
future potential.
DelCap Fund seeks long-term capital growth by investing in common stocks
and securities convertible into common stocks of companies that have a
demonstrated history of growth and have the potential to support continued
growth.
Decatur 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. Decatur Total Return Fund seeks
long-term growth by investing primarily in securities that provide the
potential for income and capital appreciation without undue risk to
principal.
Delchester Fund seeks as high a current income as possible by investing
principally in corporate bonds, and also in U.S. government securities and
commercial paper.
U.S. Government Fund seeks high current income by investing in long-term
U.S. government debt obligations.
Treasury Reserves Intermediate 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. U.S. Government Money Fund seeks
maximum current income with preservation of principal and maintenance of
<PAGE>
liquidity by investing only in short-term securities issued or guaranteed as
to principal and interest by the U.S. government, its agencies or
instrumentalities, and repurchase agreements collateralized by such
securities, while maintaining a stable net asset value.
Delaware Cash Reserve seeks the highest level of income consistent with the
preservation of capital and liquidity through investments in short-term money
market instruments, while maintaining a stable net asset value.
Tax-Free USA Fund seeks high current income exempt from federal income tax
by investing in municipal bonds of geographically-diverse issuers. Tax-Free
Insured Fund invests in these same types of securities but with an emphasis
on municipal bonds protected by insurance guaranteeing principal and interest
are paid when due. Tax-Free USA Intermediate Fund seeks a high level of
current interest income exempt from federal income tax, consistent with the
preservation of capital by investing primarily in municipal bonds.
Tax-Free Money Fund seeks high current income, exempt from federal income
tax, by investing in short-term municipal obligations, while maintaining a
stable net asset value.
Tax-Free 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 Group Premium Fund offers nine series available exclusively as
funding vehicles for certain insurance company separate accounts. Equity/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. High Yield 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. Money Market Series seeks the highest level of
income consistent with preservation of capital and liquidity through
investments in short-term money market instruments. Growth Series seeks
long-term capital appreciation by investing its assets in a diversified
portfolio of securities exhibiting the potential for significant growth.
Multiple Strategy 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. Value Series seeks capital appreciation
by investing in small- to mid-cap common stocks whose market values appear
<PAGE>
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. Emerging Growth 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.
For more complete information about any of these funds, 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 each Fund's prospectus(es).
GENERAL INFORMATION
Delaware International is the investment manager of each Series of the Fund
and DMC is the sub-adviser to the Global Assets Series. Delaware
International, or its affiliate DMC, manages the other funds in the Delaware
Group. DMC, through a separate division, also manages private investment
accounts. While investment decisions of each Series are made independently
from those of the other funds and accounts, they may make investment
decisions at the same time.
Access persons and advisory persons of the Delaware Group of funds, as those
terms are defined in SEC Rule 17j-1 under the 1940 Act, who provide services
to Delaware Management Company, Inc., Delaware International Advisers Ltd. 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 was
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 the Fund and for the other
mutual funds in the Delaware Group. As previously described, prior to January
3, 1995, DDI served as the national distributor for the Fund. In its capacity
<PAGE>
as such, DDI received net commissions from the Fund on behalf of the
International Equity Fund A Class, after reallowances to dealers, as follows:
Fiscal Total Amount of Amounts
Year Underwriting Reallowed Net Commission
Ending Commissions to Dealers to Distributor
------ ----------- ---------- --------------
11/30/94 $653,278 $564,877 $88,401
11/30/93 377,504 326,612 50,892
11/30/92 144,524 125,302 19,222
For the fiscal year ended November 30, 1994, in its capacity as the Fund's
national distributor, DDI received Limited CDSC payments in the amount of
$3,644 with respect to the International Equity Fund A Class. For the period
September 6, 1994 (date of initial public offering) through November 30,
1994, DDI also received CDSC payments in the amount of $1,283 with respect to
the International Equity Fund B Class.
Effective as of January 3, 1995, all such payments described above will be
paid to Delaware Distributors, L.P.
The Transfer Agent, an affiliate of Delaware International and DMC, acts as
shareholder servicing, dividend disbursing and transfer agent for the Fund
and for the other mutual funds in the Delaware Group. The Transfer Agent is
paid a fee by each Series for providing these services consisting of an
annual per account charge of $5.50 for the International Equity and Global
Assets Series and $11.00 for the Global Bond Series plus transaction charges
for particular services according to a schedule. Compensation is fixed each
year and approved by the Board of Directors, including a majority of the
unaffiliated directors.
DMC and its affiliates own the name "Delaware Group." Under certain
circumstances, including the termination of the Fund's advisory relationship
with Delaware International and DMC or its distribution relationship with the
Distributor, DMC and its affiliates could cause the Fund to delete the words
"Delaware Group" from the Fund's name.
Morgan Guaranty Trust Company of New York ("Morgan"), 60 Wall Street, New
York, NY 10260, is custodian of the Fund's securities and cash. As custodian
for the Fund, Morgan maintains a separate account or accounts for the Fund;
receives, holds and releases portfolio securities on account of the Fund;
receives and disburses money on behalf of the Fund; and collects and receives
income and other payments and distributions on account of the Fund's
portfolio securities.
The legality of the issuance of the shares offered hereby, pursuant to
registration under the Investment Company Act Rule 24f-2, has been passed
upon for the Fund by Messrs. Stradley, Ronon, Stevens & Young, Philadelphia,
Pennsylvania.
<PAGE>
Capitalization
The Fund has a present authorized capitalization of five hundred million
shares of capital stock with a $.01 par value per share. The Board of
Directors has allocated fifty million shares to each Series' classes of
shares. Prior to November 9, 1992, the Fund offered one Retail class of
shares, from November 9, 1992 to September 6, 1994, the Fund offered two
classes of shares and from September 6, 1994 to December 27, 1994, the Fund
offered three classes of shares. The Fund currently offers nine classes of
shares, each representing a proportionate interest in the assets of the Fund,
and each having the same voting and other rights and preferences as the other
class, except that shares of the Institutional Classes may not vote on any
matter affecting the Fund Classes' Distribution Plans under Rule 12b-1.
Similarly, the shareholders of the Class A Shares of a Series may not vote on
matters affecting the Series' Plan under Rule 12b-1 relating to the Class B
Shares, and the shareholders of the Class B Shares may not vote on matters
affecting the Series' Plan under Rule 12b-1 relating to the Class A Shares.
General expenses of a Series will be allocated on a pro-rata basis to the
respective Classes according to asset size, except that expenses of the Rule
12b-1 Plans of the Fund Classes will be allocated solely to the respective
Class. While all shares have equal voting rights on matters affecting the
entire Fund, each Series would vote separately on any matter which affects
only that Series, such as any change in its own investment objective and
policy or action to dissolve the Series and as otherwise prescribed by the
Investment Company Act of 1940. Shares of each Series have a priority in that
Series' assets, and in gains on and income from the portfolio of that Series.
Shares have no preemptive rights, are fully transferable and, when issued,
are fully paid and nonassessable.
Prior to September 6, 1994, the International Equity Fund A Class was known
as the International Equity Fund class and the International Equity Fund
Institutional Class was known as the International Equity Fund
(Institutional) class.
Noncumulative Voting
These shares have noncumulative voting rights which means that the holders
of more than 50% of the shares of the Fund voting for the election of
directors can elect all the directors if they choose to do so, and, in such
event, the holders of the remaining shares will not be able to elect any
directors.
This Part B does not include all of the information contained in the
Registration Statement which is on file with the Securities and Exchange
Commission.
<PAGE>
APPENDIX A--IRA INFORMATION
The Tax Reform Act of 1986 restructured, and in some cases eliminated, the
tax deductibility of IRA contributions. Under the Act, the full deduction for
IRAs ($2,000 for each working spouse and $2,250 for one-income couples) was
retained for all taxpayers who are not covered by an employer-sponsored
retirement plan. Even if a taxpayer (or his or her spouse) is covered by an
employer-sponsored retirement plan, the full deduction is still available if
the taxpayer's adjusted gross income is below $25,000 ($40,000 for taxpayers
filing joint returns). A partial deduction is allowed for married couples
with incomes between $40,000 and $50,000, and for single individuals with
incomes between $25,000 and $35,000. The Act does not permit deductions for
contributions to IRAs by taxpayers whose adjusted gross income before IRA
deductions exceeds $50,000 ($35,000 for singles) and who are active
participants in an employer-sponsored retirement plan. Taxpayers who were not
allowed deductions on IRA contributions still can make nondeductible IRA
contributions of as much as $2,000 for each working spouse ($2,250 for
one-income couples), and defer taxes on interest or other earnings from the
IRAs. Special rules apply for determining the deductibility of contributions
made by married individuals filing separate returns.
As illustrated in the following tables, maintaining an Individual
Retirement Account remains a valuable opportunity.
For many, an IRA will continue to offer both an up-front tax break with its
tax deduction each year and the real benefit that comes with tax-deferred
compounding. For others, losing the tax deduction will impact their taxable
income status each year. Over the long term, however, being able to defer
taxes on earnings still provides an impressive investment opportunity--a way
to have money grow faster due to tax-deferred compounding.
Even if your IRA contribution is no longer deductible, the benefits of
saving on a tax-deferred basis can be substantial. Additional exhibits found
in this Appendix A illustrate the benefits of tax-deferred versus taxable
compounding. For illustration purposes, each reflects a constant 10% rate of
return, with the reinvestment of all proceeds compounded at a frequency
indicated at the top of each exhibit. When used in advertising and other
promotional materials, the rate of return and compounding frequency used
(monthly compounding for the Global Bond Series, and quarterly for the Global
Assets and International Equity Series) will reflect the actual annualized
return experienced by each Series or a representative average return of each
Series' peer mutual funds. The tables do not take into account any sales
charges or fees. Of course, earnings accumulated in your IRA will be subject
to tax upon withdrawal.
The first table reflects a constant 10% rate of return, compounded
annually, with the reinvestment of all proceeds. The tables do not take into
account any sales charges or fees. If you choose a mutual fund with a
fluctuating net asset value, like any Series of Delaware Group Global &
International Funds, Inc., your bottom line at retirement could be lower--it
could also be much higher.
<PAGE>
$2,000 Invested Annually Assuming a 10% Annualized Return
15% Tax Bracket Single -- $0 - $22,750
--------------- Joint -- $0 - $38,000
How Much You
End of Cumulative How Much You Have With Full IRA
Year Investment Amount Have Without IRA Deduction
- -------------------------------------------------------------------------------
1 $ 2,000 $ 1,844 $ 2,200
5 10,000 10,929 13,431
10 20,000 27,363 35,062
15 30,000 52,074 69,899
20 40,000 89,231 126,005
25 50,000 145,103 216,364
30 60,000 229,114 361,887
35 70,000 355,438 596,254
40 80,000 545,386 973,704
[Without IRA--investment of $1,700 ($2,000 less 15%) earning 8.5% (10%
less 15%)]
28% Tax Bracket Single -- $22,751 - $55,100
--------------- Joint -- $38,001 - $91,850
End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction
- -------------------------------------------------------------------------------
1 $ 2,000 $ 1,544 $ 1,584 $ 2,200
5 10,000 8,913 9,670 13,431
10 20,000 21,531 25,245 35,062
15 30,000 39,394 50,328 69,899
20 40,000 64,683 90,724 126,005
25 50,000 100,485 155,782 216,364
30 60,000 151,171 260,559 361,887
35 70,000 222,927 429,303 596,254
40 80,000 324,512 701,067 973,704
[Without IRA--investment of $1,440 ($2,000 less 28%) earning 7.2% (10%
less 28%)]
[With IRA--No Deduction--investment of $1,440 ($2,000 less 28%) earning
10%]
31% Tax Bracket Single -- $55,101 - $115,000
--------------- Joint -- $91,851 - $140,000
End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction
- -------------------------------------------------------------------------------
1 $ 2,000 $ 1,475 $ 1,518 $ 2,200
5 10,000 8,467 9,268 13,431
10 20,000 20,286 24,193 35,062
15 30,000 36,787 48,231 69,899
20 40,000 59,821 86,943 126,005
25 50,000 91,978 149,291 216,364
30 60,000 136,868 249,702 361,887
35 70,000 199,536 411,415 596,254
40 80,000 287,021 671,855 973,704
[Without IRA--investment of $1,380 ($2,000 less 31%) earning 6.9% (10%
less 31%)]
[With IRA--No Deduction--investment of $1,380 ($2,000 less 31%) earning
10%]
<PAGE>
36% Tax Bracket* Single -- $115,001 - $250,000
--------------- Joint -- $140,001 - $250,000
End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction
------------------------------------------------------------------------------
1 $ 2,000 $ 1,362 $ 1,408 $ 2,200
5 10,000 7,739 8,596 13,431
10 20,000 18,292 22,440 35,062
15 30,000 32,683 44,736 69,899
20 40,000 52,308 80,643 126,005
25 50,000 79,069 138,473 216,364
30 60,000 115,562 231,608 361,887
35 70,000 165,327 381,602 596,254
40 80,000 233,190 623,170 973,704
[Without IRA--investment of $1,280 ($2,000 less 36%) earning 6.4% (10%
less 36%)]
[With IRA--No Deduction--investment of $1,280 ($2,000 less 36%) earning
10%]
39.6% Tax Bracket* Single -- over $250,000
----------------- Joint -- over $250,000
End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction
- -------------------------------------------------------------------------------
1 $ 2,000 $ 1,281 $ 1,329 $ 2,200
5 10,000 7,227 8,112 13,431
10 20,000 16,916 21,178 35,062
15 30,000 29,907 42,219 69,899
20 40,000 47,324 76,107 126,005
25 50,000 70,677 130,684 216,364
30 60,000 101,986 218,580 361,887
35 70,000 143,965 360,137 596,254
40 80,000 200,249 588,117 973,704
[Without IRA--investment of $1,208 ($2,000 less 39.6%) earning 6.04% (10%
less 39.6%)]
[With IRA--No Deduction--investment of $1,208 ($2,000 less 39.6%) earning
10%]
$2,000 SINGLE INVESTMENT AT A RETURN OF 10% COMPOUNDED MONTHLY
TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
- -------------------------------------------------------------------------------
10 $ 3,653 $ 3,787 $ 3,980 $ 4,100 $ 4,665 $ 5,414
15 4,938 5,210 5,614 5,870 7,125 8,908
20 6,673 7,169 7,918 8,405 10,882 14,656
30 12,190 13,572 15,756 17,231 25,385 39,675
40 22,267 25,696 31,351 35,323 59,214 107,401
$2,000 INVESTED ANNUALLY AT A RETURN OF 10% COMPOUNDED MONTHLY
TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
- -------------------------------------------------------------------------------
10 $ 28,276 $ 28,891 $ 29,773 $ 30,317 $ 32,819 $ 36,018
15 50,241 51,913 54,348 55,875 63,110 72,877
20 79,928 83,590 89,014 92,468 109,373 133,521
30 174,276 187,150 206,891 219,878 287,948 397,466
40 346,618 383,214 441,441 481,071 704,501 1,111,974
*For tax years beginning after 1992, a 36% tax rate applies to all taxable
income in excess of the maximum dollar amounts subject to the 31% tax rate.
In addition, a 10% surtax (not applicable to capital gains) applies to
certain high-income taxpayers. It is computed by applying a 39.6% rate to
taxable income in excess of $250,000. The above tables do not reflect the
personal exemption phaseout nor the limitations of itemized deductions
that may apply.
<PAGE>
$2,000 SINGLE INVESTMENT AT A RETURN OF 10% COMPOUNDED QUARTERLY
TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
- -------------------------------------------------------------------------------
10 $ 3,642 $ 3,774 $ 3,964 $ 4,083 $ 4,638 $ 5,370
15 4,915 5,184 5,581 5,833 7,062 8,800
20 6,633 7,121 7,857 8,334 10,755 14,419
30 12,081 13,436 15,572 17,012 24,939 38,716
40 22,001 25,352 30,865 34,728 57,831 103,956
$2,000 INVESTED ANNUALLY AT A RETURN OF 10% COMPOUNDED QUARTERLY
TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
- -------------------------------------------------------------------------------
10 $ 28,226 $ 28,833 $ 29,702 $ 30,239 $ 32,699 $ 35,834
15 50,104 51,753 54,152 55,654 62,755 72,298
20 79,629 83,239 88,573 91,966 108,525 132,049
30 173,245 185,894 205,256 217,971 284,358 390,394
40 343,773 379,596 436,523 475,187 692,097 1,084,066
*For tax years beginning after 1992, a 36% tax rate applies to all taxable
income in excess of the maximum dollar amounts subject to the 31% tax rate.
In addition, a 10% surtax (not applicable to capital gains) applies to
certain high-income taxpayers. It is computed by applying a 39.6% rate to
taxable income in excess of $250,000. The above tables do not reflect the
personal exemption phaseout nor the limitations of itemized deductions
that may apply.
<PAGE>
THE VALUE OF STARTING YOUR IRA EARLY
The following illustrates how much more you would have contributing $2,000
each January--the earliest opportunity--compared to contributing on April 15th
of the following year--the latest, for each tax year.
After 5 years $3,528 more
10 years $6,113
20 years $17,228
30 years $47,295
Compounded returns for the longest period of time is the key. The above
illustration assumes a 10% rate of return and the reinvestment of all
proceeds.
And it pays to shop around. If you get just 2% more per year, it can make a
big difference when you retire. A constant 8% versus 10% return, both
compounded monthly, illustrates the point. This chart is based on a yearly
investment of $2,000 on January 1. After 30 years the difference can mean as
much as 50% more!
IRA RATE COMPARISON CHART BASED ON YEARLY INVESTMENT OF $2,000 ON JANUARY 1
8% Return 10% Return
10 years $31,291 $35,062
20 years 98,846 126,005
30 years 244,692 361,887
The statistical exhibits above are for illustration purposes only and do not
reflect the actual performance for any Series of Delaware Group Global &
International Funds, Inc. either in the past or in the future.
<PAGE>
FINANCIAL STATEMENTS
Delaware Group Global & International Funds, Inc.--International Equity
Series' Statement of Net Assets, Statement of Operations, Statement of
Changes in Net Assets and Notes to Financial Statements, and Delaware Group
Global & International Funds, Inc.--Global Bond and Global Assets Series'
State ments of Assets and Liabilities and Notes to Financial Statements as
well as the reports of Ernst & Young LLP, independent auditors, for the
fiscal year ended November 30, 1994 are included in the Series' Annual
Reports to shareholders. The financial statements, 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. Shares of the Global Bond
Series and the Global Assets Series were not offered prior to December 27,
1994.
INTERNATIONAL EQUITY FUND, GLOBAL BOND FUND AND GLOBAL ASSETS FUND STATEMENT OF
ADDITIONAL INFORMATION AND SUPPLEMENT TO BE INSERTED
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
PART C
------
Other Information
-----------------
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statement of Net Assets
Statements of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Reports
* The financial statements (with the exception of the Statements of
Assets and Liabilities) and Accountant's Report listed above
relating to the International Equity Series are incorporated by
reference from the Registrant's Annual Report for the fiscal year
ended November 30, 1994 into Part B. The Statements of Assets and
Liabilities, Notes to Financial Statements and the Accountant's
Reports listed above for the Global Bond Series and Global Assets
Series are also incorporated by reference from the Registrant's
Annual Report for the fiscal year ended November 30, 1994 into Part
B. Unaudited financial statements for the International Equity
Series, the Global Bond Series and the Global Assets Series for the
period ended May 31, 1995 are included in Part B.
(b) Exhibits:
(1) Articles of Incorporation. Incorporated by reference to
initial Registration Statement filed June 4, 1991,
Pre-Effective Amendment No. 1 filed August 22, 1991,
Post-Effective Amendment No. 3 filed October 14, 1992,
Post-Effective Amendment No. 7 filed October 26, 1994 and
Post-Effective Amendment No. 8 filed March 3, 1995.
(2) By-Laws. Attached as Exhibit.
(3) Voting Trust Agreement. Inapplicable.
i
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
(4) Copies of All Instruments Defining the Rights of Holders.
(a) Articles of Incorporation and Articles Supplementary.
Article Fifth and Article Ninth of Articles of
Incorporation incorporated by reference to initial
Registration Statement filed June 4, 1991, Article
Second of Articles Supplementary incorporated by
reference to Post-Effective Amendment No. 7 filed
October 26, 1994 and Article Second of Articles of
Correction to Articles Supplementary incorporated by
reference to Post-Effective Amendment No. 8 filed March
3, 1995.
(b) By-Laws. Article II, Article III, as amended, and
Article XIV attached in Exhibit 24(b)(2).
(5) Investment Management Agreements. Investment Management
Agreement between Delaware International Advisers Ltd. and
the Registrant on behalf of each Series dated April 3, 1995
attached as Exhibit.
Sub-Advisory Agreement between Delaware International
Advisers Ltd. and Delaware Management Company, Inc. on
behalf of the Global Assets Series attached as Exhibit.
(6) (a) Distribution Agreements. Incorporated by reference to
Post-Effective Amendment No. 6 filed July 5, 1994 and
Post-Effective Amendment No. 7 filed October 26, 1994.
(b) Administration and Service Agreement. Incorporated by
reference to Post- Effective Amendment No. 6 filed July
5, 1994 and Post-Effective Amendment No. 7 filed
October 26, 1994.
(c) Dealer's Agreement. Incorporated by reference to
Post-Effective Amendment No. 8 filed March 3, 1995.
(d) Form of Mutual Fund Agreement for the Delaware Group of
Funds incorporated by reference to Post-Effective
Amendment No. 8 filed March 3, 1995.
(7) Bonus, Profit Sharing, Pension Contracts. Amended and
Restated Profit Sharing Plan included as Module Name
PROF_SHARE_PLAN.
ii
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
(8) Custodian Agreements. Incorporated by reference to
Post-Effective Amendment No. 1 filed March 30, 1992.
(9) Other Material Contracts. Incorporated by reference to
Post-Effective Amendment No. 1 filed March 30, 1992.
(10) Opinion of Counsel. Filed with letter relating to Rule
24f-2 on January 25, 1995.
(11) Consents of Auditors. Attached as Exhibit.
(12) Inapplicable.
(13) Undertaking of Initial Shareholder. Incorporated by
reference to Pre-Effective Amendment No. 1 filed August 22,
1991.
(14) Model Plans. Incorporated by reference to Post-Effective
Amendment No. 5 filed March 24, 1994 and Post-Effective
Amendment No. 8 filed March 3, 1995.
(15) Plans under Rule 12b-1. Incorporated by reference to
Post-Effective Amendment No. 6 filed July 5, 1994 and
Post-Effective Amendment No. 7 filed October 26, 1994.
(16) Schedules of Computation for each Performance Quotation.
Attached as Exhibit.
(17) Financial Data Schedules. Attached as Exhibit.
(18) Inapplicable.
(19) Other: Directors' Power of Attorney. Attached as Exhibit.
(20) Other: Financial Statements. Annual Reports for
Registrant's fiscal year ended November 30, 1994
attached as Exhibit.
Item 25. Persons Controlled by or under Common Control with Registrant. None.
--------------------------------------------------------------
iii
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Item 26. Number of Holders of Securities.
--------------------------------
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Delaware Group Global & International
Funds, Inc.'s
International Equity Series:
International Equity Fund A Class
Common Stock 5,714 Accounts as of
$.01 Par Value Per Share May 31, 1995
International Equity Fund B Class
Common Stock 230 Accounts as of
$.01 Par Value Per Share May 31, 1995
International Equity Fund Institutional Class
Common Stock 27 Accounts as of
$.01 Par Value Per Share May 31, 1995
Delaware Group Global & International
Funds, Inc.'s
Global Bond Series:
Global Bond Fund A Class
Common Stock 29 Accounts as of
$.01 Par Value Per Share May 31, 1995
Global Bond Fund B Class
Common Stock 1 Account as of
$.01 Par Value Per Share May 31, 1995
Global Bond Fund Institutional Class
Common Stock 2 Accounts as of
$.01 Par Value Per Share May 31, 1995
iv
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Delaware Group Global & International
Funds, Inc.'s
Global Assets Series:
Global Assets Fund A Class
Common Stock 52 Accounts as of
$.01 Par Value Per Share May 31, 1995
Global Assets Fund B Class
Common Stock 1 Account as of
$.01 Par Value Per Share May 31, 1995
Global Assets Fund Institutional Class
Common Stock 2 Accounts as of
$.01 Par Value Per Share May 31, 1995
Item 27. Indemnification. Incorporated by reference to initial Registration
----------------
Statement filed June 4, 1991.
Item 28. Business and Other Connections of Investment Adviser.
-----------------------------------------------------
Delaware International Advisers Ltd. ("Delaware International") serves as
investment manager to the International Equity Series, the Global Bond Series
and the Global Assets Series of the Registrant, The International Equity
Portfolio, The Global Fixed Income Portfolio and The International Fixed Income
Portfolio of Delaware Pooled Trust, Inc., and the International Equity Series of
Delaware Group Premium Fund, Inc., and serves as sub-investment manager to
Delaware Group Global Dividend and Income Fund, Inc., and provides investment
advisory services to institutional accounts, primarily retirement plans and
endowment funds.
v
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
The following persons serving as directors or officers of Delaware
International have held the following positions during the past two years:
Name and Principal Positions and Offices with Delaware International
Business Address* Advisers Ltd. and Other Positions and Offices Held
- ------------------ --------------------------------------------------
*Wayne A. Stork Chairman of the Board, Chief Executive Officer and
Director of Delaware International Advisers Ltd.,
Delaware Management Holdings, Inc., DMH Corp.,
Delaware International Holdings Ltd. and Founders
Holdings, Inc.; Chairman of the Board and Director
of the Registrant and each of the other funds in
the Delaware Group and Delaware Management Trust
Company; Chairman of the Board, Chief Executive
Officer, Chief Investment Officer and Director of
Delaware Management Company, Inc.; and Director of
Delaware Distributors, Inc., Delaware Service
Company, Inc. and Delaware Investment Counselors,
Inc.
**G. Roger H. Kitson Vice Chairman and Director of Delaware
International Advisers Ltd.
**David G. Tilles Managing Director, Chief Investment Officer and
Director of Delaware International Advisers Ltd.
**John Emberson Secretary/Compliance Officer/Finance
Officer/Director of Delaware International Advisers
Ltd.
*Brian F. Wruble Director of Delaware International Advisers Ltd;
President and Chief Executive Officer of the
Registrant and, with the exception of Delaware
Pooled Trust, Inc., each of the other funds in the
Delaware Group; President, Chief Operating Officer
and Director of Delaware Management Company, Inc.,
Delaware Management Holdings, Inc. and DMH Corp.;
Chairman, Chief Executive Officer and Director of
Delaware Service Company, Inc.; Chairman and
Director of Delaware Distributors, Inc.; Chairman
of Delaware Distributors, L.P.; President of
Founders Holdings, Inc.; and Director of Delaware
Investment Counselors, Inc.
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
vi
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Delaware International
Business Address* Advisers Ltd. and Other Positions and Offices Held
- ------------------ --------------------------------------------------
*David K. Downes Director of Delaware International Advisers Ltd.;
Senior Vice President, Chief Administrative
Officer, Chief Financial Officer and Treasurer of
Delaware Management Holdings, Inc.; Senior Vice
President/Chief Administrative Officer/Chief
Financial Officer of Delaware Management Company,
Inc., the Registrant and each of the other funds in
the Delaware Group; Chief Executive Officer and
Director of Delaware Management Trust Company;
Senior Vice President, Chief Financial Officer,
Treasurer and Director of DMH Corp.; Senior Vice
President, Chief Administrative Officer and
Director of Delaware Distributors, Inc; Senior Vice
President and Chief Administrative Officer of
Delaware Distributors, L.P.; Senior Vice President,
Chief Administrative Officer, Chief Financial
Officer and Director of Delaware Service Company,
Inc.; Chief Financial Officer and Director of
Delaware International Holdings Ltd.; Senior Vice
President, Chief Financial Officer and Treasurer of
Delaware Investment Counselors, Inc.; and Senior
Vice President, Chief Financial Officer and
Director of Founders Holdings, Inc.
*George M. Chamberlain, Jr. Director of Delaware International Advisers Ltd.;
Senior Vice President and Secretary of the
Registrant and each of the other funds in the
Delaware Group, Delaware Distributors, L.P.,
Delaware Management Holdings, Inc. and Delaware
Investment Counselors, Inc.; Senior Vice President,
Secretary and Director of Delaware Management
Company, Inc., DMH Corp., Delaware Distributors,
Inc., Delaware Service Company, Inc., Delaware
Management Trust Company and Founders Holdings,
Inc.; and Secretary and Director of Delaware
International Holdings Ltd.
*Winthrop S. Jessup Director of Delaware International Advisers Ltd and
Delaware Service Company, Inc.; Executive Vice
President of the Registrant and, with the exception
of Delaware Pooled Trust, Inc., each of the other
funds in the Delaware Group; Executive Vice
President and Director of Delaware Management
Holdings, Inc., DMH Corp., Delaware Management
Company, Inc., Delaware Management Trust Company,
Delaware International Holdings Ltd. and Founders
Holdings, Inc.; President and Chief Executive
Officer of Delaware Pooled Trust, Inc.; Vice
Chairman of Delaware Distributors, L.P.; Vice
Chairman and Director of Delaware Distributors,
Inc.; and President and Director of Delaware
Investment Counselors, Inc.
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
vii
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Delaware International
Business Address* Advisers Ltd. and Other Positions and Offices Held
- ------------------ --------------------------------------------------
*Richard G. Unruh, Jr. Director of Delaware International Advisers Ltd.;
Executive Vice President and Director of Delaware
Management Company, Inc.; Executive Vice President
of the Registrant and each of the other funds in
the Delaware Group; and Senior Vice President of
Delaware Management Holdings, Inc.
*Richard J. Flannery Director of Delaware International Advisers Ltd;
Managing Director/Corporate Tax & Affairs of
Delaware Management Holdings, Inc., DMH Corp.,
Delaware Management Company, Inc., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware Management
Trust Company and Founders CBO Corporation; Vice
President of the Registrant and each of the other
funds in the Delaware Group; Managing
Director/Corporate & Tax Affairs and Director of
Founders Holdings, Inc.; and Vice President and
Assistant Secretary of Delaware International
Holdings Ltd.
*John C. E. Campbell Director of Delaware International Advisers Ltd.
**Timothy W. Sanderson Senior Portfolio Manager/Deputy Compliance
Officer/Director Equity Research of Delaware
International Advisers Ltd.
**Clive A. Gillmore Senior Portfolio Manager/Director U.S. Mutual Fund
Liason of Delaware International Advisers Ltd.
**Hamish O. Parker Senior Portfolio Manager/Director U.S. Marketing
Liason of Delaware International Advisers Ltd.
**Ian G. Sims Senior Portfolio Manager/Deputy Managing Director
of Delaware International Advisers Ltd.
**Elizabeth A. Desmond Senior Portfolio Manager of Delaware International
Advisers Ltd.
**Gavin A. Hall Senior Portfolio Manager of Delaware International
Advisers Ltd.
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
viii
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Delaware International
Business Address* Advisers Ltd. and Other Positions and Offices Held
- ------------------ --------------------------------------------------
**Christopher A. Moth(1) Portfolio Manager of Delaware International
Advisers Ltd.
**Richard J. Ginty(2) Assistant Portfolio Manager of Delaware
International Advisers Ltd.
**Fiona Barwick(3) Assistant Portfolio Manager of Delaware
International Advisers Ltd.
(1) Senior Actuarial Trainee, Guardian Royal Exchange prior to April 1993.
(2) Research Analyst, Kleinworth Benson Ltd. prior to May 1993.
(3) Investment Assistant, Touche, Remnant and Co. prior to April 1993.
* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
Delaware Management Company, Inc. ("DMC"), an affiliate of Delaware
International, serves as sub-investment manager to a portion of the portfolio of
the Global Assets Series and as investment manager to other funds in the
Delaware Group (Delaware Group Delaware Fund, Inc., Delaware Group Trend Fund,
Inc., Delaware Group Value Fund, Inc., Delaware Group DelCap Fund, Inc.,
Delaware Group Decatur Fund, Inc., Delaware Group Delchester High-Yield Bond
Fund, Inc., Delaware Group Government Fund, Inc., Delaware Group Treasury
Reserves, Inc., Delaware Group Cash Reserve, Inc., Delaware Group Tax-Free Fund,
Inc., DMC Tax-Free Income Trust-Pennsylvania, Delaware Group Tax-Free Money
Fund, Inc., Delaware Group Premium Fund, Inc., Delaware Pooled Trust, Inc.,
Delaware Group Dividend and Income Fund, Inc. and Delaware Group Global Dividend
and Income Fund, Inc.) and provides investment advisory services to
institutional accounts, primarily retirement plans and endowment funds. In
addition, certain directors of DMC also serve as directors/trustees of the
Delaware Group funds, and certain officers are also officers of these funds. A
company owned by DMC's parent company acts as principal underwriter to the
mutual funds in the Delaware Group (see Item 29 below) and another such company
acts as the shareholder servicing, dividend disbursing and transfer agent for
all of the mutual funds in the Delaware Group.
ix
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
The following persons serving as directors or officers of DMC have held
the following positions during the past two years:
Name and Principal Positions and Offices with Manager and Other
Business Address* Positions and Offices Held
- ------------------ ---------------------------------------------
Wayne A. Stork Chairman of the Board, Chief Executive Officer,
Chief Investment Officer and Director of Delaware
Management Company, Inc.; Chairman of the Board and
Director of the Registrant and each of the other
funds in the Delaware Group and Delaware Management
Trust Company; Chairman, Chief Executive Officer
and Director of Delaware Management Holdings, Inc.,
DMH Corp., Delaware International Advisers Ltd.,
Delaware International Holdings Ltd. and Founders
Holdings, Inc.; and Director of Delaware
Distributors, Inc., Delaware Service Company, Inc.
and Delaware Investment Counselors, Inc.
Brian F. Wruble President, Chief Operating Officer and Director of
Delaware Management Company, Inc., Delaware
Management Holdings, Inc. and DMH Corp.; President
and Chief Executive Officer of the Registrant and,
with the exception of Delaware Pooled Trust, Inc.,
each of the other funds in the Delaware Group;
Director of Delaware International Advisers Ltd.
and Delaware Investment Counselors, Inc.; Chairman,
Chief Executive Officer and Director of Delaware
Service Company, Inc.; Chairman and Director of
Delaware Distributors, Inc.; Chairman of Delaware
Distributors, L.P.; and President of Founders
Holdings, Inc.
Winthrop S. Jessup Executive Vice President and Director of Delaware
Management Company, Inc., Delaware Management
Holdings, Inc., DMH Corp., Delaware Management
Trust Company, Delaware International Holdings Ltd.
and Founders Holdings, Inc.; Executive Vice
President of the Registrant and, with the exception
of Delaware Pooled Trust, Inc., each of the other
funds in the Delaware Group; President and Chief
Executive Officer of Delaware Pooled Trust, Inc.;
Vice Chairman of Delaware Distributors, L.P.; Vice
Chairman and Director of Delaware Distributors,
Inc.; Director of Delaware Service Company, Inc.
and Delaware International Advisers Ltd.; and
President and Director of Delaware Investment
Counselors, Inc.
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
x
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Manager and Other
Business Address* Positions and Offices Held
- ------------------ ---------------------------------------------
Richard G. Unruh, Jr. Executive Vice President and Director of Delaware
Management Company, Inc.; Executive Vice President
of the Registrant and each of the other funds in
the Delaware Group; Senior Vice President of
Delaware Management Holdings, Inc.; and Director of
Delaware International Advisers Ltd.
Paul E. Suckow Senior Vice President/Chief Investment Officer,
Fixed Income of Delaware Management Company, Inc.,
the Registrant and each of the other funds in the
Delaware Group and Delaware Management Holdings,
Inc.; Senior Vice President and Director of
Founders Holdings, Inc.; and Director of Founders
CBO Corporation
David K. Downes Senior Vice President, Chief Administrative Officer
and Chief Financial Officer of Delaware Management
Company, Inc., the Registrant and each of the other
funds in the Delaware Group; Chief Executive
Officer and Director of Delaware Management Trust
Company; Senior Vice President, Chief
Administrative Officer, Chief Financial Officer and
Treasurer of Delaware Management Holdings, Inc.;
Senior Vice President, Chief Financial Officer,
Treasurer and Director of DMH Corp.; Senior Vice
President, Chief Administrative Officer and
Director of Delaware Distributors, Inc.; Senior
Vice President and Chief Administrative Officer of
Delaware Distributors, L.P.; Senior Vice President,
Chief Administrative Officer, Chief Financial
Officer and Director of Delaware Service Company,
Inc.; Chief Financial Officer and Director of
Delaware International Holdings Ltd.; Senior Vice
President, Chief Financial Officer and Treasurer of
Delaware Investment Counselors, Inc.; Senior Vice
President, Chief Financial Officer and Director of
Founders Holdings, Inc.; and Director of Delaware
International Advisers Ltd.
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director of
Delaware Management Company, Inc., DMH Corp.,
Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware Management Trust Company
and Founders Holdings, Inc.; Senior Vice President
and Secretary of the Registrant and each of the
other funds in the Delaware Group, Delaware
Distributors, L.P., Delaware Investment Counselors,
Inc. and Delaware Management Holdings, Inc.;
Secretary and Director of Delaware International
Holdings Ltd.; and Director of Delaware
International Advisers Ltd.
*Business address of each is 1818 Market Street, Philadelphia, PA 19103
xi
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Manager and Other
Business Address* Positions and Offices Held
- ------------------ ---------------------------------------------
Richard J. Flannery Managing Director/Corporate Tax & Affairs of
Delaware Management Company, Inc., Delaware
Management Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware Management
Trust Company and Founders CBO Corporation; Vice
President of the Registrant and each of the other
funds in the Delaware Group; Vice President and
Assistant Secretary of Delaware International
Holdings Ltd.; Managing Director/Corporate Tax &
Affairs and Director of Founders Holdings, Inc.;
and Director of Delaware International Advisers
Ltd.
Eric E. Miller Vice President and Assistant Secretary of Delaware
Management Company, Inc., the Registrant and each
of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware Distributors Inc.,
Delaware Service Company, Inc., Delaware Management
Trust Company and Founders Holdings, Inc.
Joseph H. Hastings Vice President/Corporate Controller of Delaware
Management Company, Inc., the Registrant and each
of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware
International Holdings Ltd., Delaware Investment
Counselors, Inc. and Founders Holdings, Inc.; Vice
President, Corporate Controller and Treasurer of
Delaware Management Trust Company; and Assistant
Treasurer of Founders CBO Corporation
Bruce A. Ulmer(1) Vice President/Director of Internal Audit of
Delaware Management Company, Inc., Delaware
Management Holdings, Inc., DMH Corp. and Delaware
Management Trust Company
Lisa O. Brinkley(2) Vice President/Compliance of Delaware Management
Company, Inc., the Registrant and each of the other
funds in the Delaware Group, DMH Corp., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc. and Delaware
Management Trust Company
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xii
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Manager and Other
Business Address* Positions and Offices Held
- ------------------ ---------------------------------------------
Joseph A. Finelli Vice President/Client Services of Delaware
Management Company, Inc.; Vice President of the
Registrant and each of the other funds in the
Delaware Group; Chief Financial Officer of Delaware
Distributors, L.P. and Delaware Distributors, Inc.;
Vice President and Assistant Treasurer of Founders
Holdings, Inc.; and Assistant Treasurer of Founders
CBO Corporation
Rosemary E. Milner Vice President/Legal of Delaware Management
Company, Inc., the Registrant and each of the other
funds in the Delaware Group, Delaware Distributors,
L.P. and Delaware Distributors, Inc.
Douglas L. Anderson(3) Vice President/Operations of Delaware Management
Company, Inc. and Delaware Service Company, Inc.;
and Vice President/Operations and Director of
Delaware Management Trust Company
Diane Z. Frustaci Vice President/Human Resources of Delaware
Management Company, Inc., Delaware Distributors,
L.P. and Delaware Distributors, Inc; and Vice
President/Director of Human Resources of Delaware
Service Company, Inc.
Michael T. Taggart(4) Vice President/Facilities Management and
Administrative Services of Delaware Management
Company, Inc.
Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of
the tax-exempt funds, the fixed income funds and
the closed-end funds in the Delaware Group; Vice
President of Founders Holdings, Inc.; and Treasurer
and Director of Founders CBO Corporation
J. Michael Pokorny Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of
the tax-exempt funds and the fixed income funds in
the Delaware Group
Gary A. Reed Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of
the tax-exempt funds and the fixed income funds in
the Delaware Group and Delaware Investment
Counselors, Inc.
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xiii
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Manager and Other
Business Address* Positions and Offices Held
- ------------------ ---------------------------------------------
Paul A. Matlack Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of
the tax-exempt funds, the fixed income funds and
the closed-end funds in the Delaware Group; Vice
President of Founders Holdings, Inc.; and Secretary
and Director of Founders CBO Corporation
James R. Raith, Jr. Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of
the tax-exempt funds and the fixed income funds in
the Delaware Group; Vice President of Founders
Holdings, Inc.; and President and Director of
Founders CBO Corporation
Patrick P. Coyne Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of
the tax-exempt funds and the fixed income funds in
the Delaware Group
Roger A. Early(5) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of
the tax-exempt funds and the fixed income funds in
the Delaware Group
Edward N. Antoian Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant and each
of the equity funds in the Delaware Group
George H. Burwell Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant and each
of the equity funds in the Delaware Group
John B. Fields Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant and each
of the equity funds in the Delaware Group and
Delaware Investment Counselors, Inc.
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xiv
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Manager and Other
Business Address* Positions and Offices Held
- ------------------ ---------------------------------------------
Edward A. Trumpbour Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant and each
of the equity funds in the Delaware Group
David C. Dalrymple Vice President/Assistant Portfolio Manager of
Delaware Management Company, Inc., the Registrant
and each of the equity funds in the Delaware Group
William H. Miller(6) Vice President/Assistant Portfolio Manager of
Delaware Management Company, Inc., the Registrant
and each of the equity funds in the Delaware Group
Richelle S. Maestro Vice President and Assistant Secretary of Delaware
Management Company, Inc., Delaware Management
Holdings, Inc., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service
Company, Inc., the Registrant and each of the other
funds in the Delaware Group, DMH Corp. and Founders
Holdings, Inc.; and Assistant Secretary of Founders
CBO Corporation
Jennifer L. Craney Assistant Vice President/Fixed Income Trading of
Delaware Management Company, Inc.; and Assistant
Vice President/Fixed Income of the Registrant and
each of the tax-exempt funds, the fixed income
funds and the closed-end funds in the Delaware
Group
Robert C. Fett Assistant Vice President/Fixed Income Research of
Delaware Management Company, Inc.; and Assistant
Vice President/Municipal Credit Research of the
Registrant and each of the tax-exempt funds and the
fixed income funds in the Delaware Group
Paul Grillo Assistant Vice President/Fixed Income Trading of
Delaware Management Company, Inc., the Registrant
and each of the tax-exempt funds and the fixed
income funds and the closed-end funds in the
Delaware Group
Robert C. Whiteman Assistant Vice President/Fixed Income Trading of
Delaware Management Company, Inc.; and Vice
President/Fixed Income Trading of the Registrant
and each of the tax-exempt funds, the fixed income
funds and the closed-end funds in the Delaware
Group
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xv
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Name and Principal Positions and Offices with Manager and Other
Business Address* Positions and Offices Held
- ------------------ ---------------------------------------------
Cynthia I. Isom Assistant Vice President/Fixed Income Trading of
Delaware Management Company, Inc.; and 0Assistant
Vice President/Trading of the Registrant and each
of the tax-exempt funds and the fixed income funds
in the Delaware Group
Lorraine Warren Assistant Vice President/Trading of Delaware
Management Company, Inc., the Registrant and each
of the tax-exempt funds and the fixed income funds
in the Delaware Group
Helen C. Merichko Assistant Vice President/Administration and
Planning of Delaware Management Company, Inc.,
Delaware Distributors, L.P. and Delaware
Distributors, Inc.
Richard W. Buckmaster(7) Assistant Vice President/Internal Audit of Delaware
Management Company, Inc., the Registrant and each
of the funds in the Delaware Group
Miriam C. Mayerson Assistant Vice President/Planning of Delaware
Management Company, Inc.
Susan L. Hanson(8) Assistant Vice President/Assistant Controller of
Delaware Management Company, Inc.
Patricia A. Olivieri Human Resources Officer of Delaware Management
Company, Inc.
Nancy L. Nessler(9) Human Resources Officer of Delaware Management
Company, Inc.
(1) Assistant Vice President and Director of Internal Audit, Vanguard Group
prior to June 1993 and Senior Vice President and Director of Internal Audit,
Thomson McKinnon Securities prior to December 1989.
(2) Vice President and Compliance Officer, Banc One Securities Corporation prior
to June 1993 and Assistant Vice President and Compliance Officer, Aetna Life
and Casualty prior to March 1993.
(3) Vice President of Operations, Supervised Service Company prior to March
1994.
(4) Assistant Vice President/Administrative Services, United Pacific Life
Insurance prior to January 1994.
(5) Senior Vice President and Portfolio Manager, Federated Investors prior to
July 1994.
(6) Vice President/Analyst, Janney Montgomery Scott prior to February 1995 and
Analyst, Rutherford Brown and Catherwood prior to October 1994.
(7) Senior EDP Audit Manager, The Vanguard Group prior to November 1993.
(8) Manager of Financial Advisory Services, Coopers & Lybrand prior to March
1994.
(9) Employment Recruiter, Silo, Inc. prior to February 1994.
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xvi
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
Item 29. Principal Underwriters.
-----------------------
(a) Delaware Distributors, L.P. serves as principal underwriter for
all the mutual funds in the Delaware Group.
(b) Information with respect to each director, officer or partner of
principal underwriter:
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Underwriter with Registrant
- ------------------ -------------------- --------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None
Delaware Management Sub-Investment Manager
Company, Inc. Limited Partner to Global Assets Series
Delaware Investment
Counselors, Inc. Limited Partner None
Brian F. Wruble Chairman President and Chief
Executive Officer
Winthrop S. Jessup Vice Chairman Executive Vice President
Keith E. Mitchell President and Chief None
Executive Officer
David K. Downes Senior Vice President and Senior Vice President/Chief
Chief Administrative Officer Administrative Officer/Chief
Financial Officer
George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary Secretary
J. Lee Cook Senior Vice President/ None
National Sales Manager
Stephen H. Slack Senior Vice President/ None
Wholesaler
William F. Hostler Senior Vice President/ None
Marketing Services
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xvii
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Underwriter with Registrant
- ------------------ -------------------- --------------------
<S> <C> <C>
Richard J. Flannery Managing Director/Corporate Vice President
and Tax Affairs
Joseph A. Finelli Chief Financial Officer Vice President
Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller
Lisa O. Brinkley Vice President/ Vice President/
Compliance Compliance
Rosemary E. Milner Vice President/Legal Vice President/Legal
Diane M. Anderson Vice President/Institutional None
Qualified Plans
Diane Z. Frustaci Vice President/Human Resources None
Denise F. Guerriere Vice President/Client Services None
Minette van Noppen Vice President/Marketing/ None
Defined Contribution Plans
Julia R. Vander Els Vice President/ None
Institutional Retirement
Jerome J. Alrutz Vice President/
Institutional Retirement None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xviii
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Underwriter with Registrant
- ------------------ -------------------- --------------------
<S> <C> <C>
Michael J. Cole Vice President/ None
Institutional Retirement
Joanne A. Mettenheimer Vice President/ None
Bank Sales
Christopher H. Price Vice President/Annuity None
Marketing & Administration
Jennifer B. Streitweiser Vice President/ None
Fixed Income Coordinator
Thomas S. Butler Vice President/ None
DDI Administration
Frank Albanese Vice President/Wholesaler None
William S. Carroll Vice President/Wholesaler None
William S. Castetter Vice President/Wholesaler None
Thomas J. Chadie Vice President/Wholesaler None
Douglas R. Glennon Vice President/Wholesaler None
Paul D. Graffy Vice President/Wholesaler None
Alan D. Kessler Vice President/Wholesaler None
William M. Kimbrough Vice President/Bank Sales None
Mac McAuliffe Vice President/Wholesaler None
Patrick L. Murphy Vice President/Wholesaler None
Henry W. Orvin Vice President/Wholesaler None
Jackson B. Reece, Jr. Vice President/Wholesaler None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xix
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Underwriter with Registrant
- ------------------ -------------------- --------------------
<S> <C> <C>
Philip G. Richards Vice President/Wholesaler None
Dion D. Rooney Vice President/Wholesaler None
Michael W. Rose Vice President/Wholesaler None
Thomas E. Sawyer Vice President/Wholesaler None
Sanford G. Simmons, Jr. Vice President/Wholesaler None
Robert E. Stansbury Vice President/Wholesaler None
Larry D. Stone Vice President/Wholesaler None
Carl E. Sundgren Vice President/Bank Sales None
Holly W. Reimel Assistant Vice President/ None
Telemarketing
Daniel J. O'Brien Assistant Vice President/ None
Insurance Products
Helen C. Merichko Assistant Vice President/ None
Administration & Planning
Catherine A. Seklecki Assistant Vice President/ None
Retirement Plans
Jodie L. Johnson Assistant Vice President/ None
Retirement Plans
Dinah J. Huntoon Assistant Vice President/ None
Product Management
Catherine Love Assistant Vice President/ None
National Accounts
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
xx
<PAGE>
Form N-1A
File No. 33-41034
Delaware Group Global &
International Funds, Inc.
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Underwriter with Registrant
- ------------------ -------------------- --------------------
<S> <C> <C>
Maria E. Pollack Assistant Vice President/ None
Administration Manager
Susan T. Friestedt Assistant Vice President/ None
Customer Service
Ellen M. Krott Assistant Vice President/ None
Communications
Andrew J. Whittaker Assistant Vice President/ None
Bank Sales
John P. Haydu Assistant Vice President None
John A. Cionci Marketing Officer/ None
Bank Sales
Zina DeVassal Marketing Officer/ None
Bank Sales
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(c) Not Applicable.
Item 30. Location of Accounts and Records.
---------------------------------
All accounts and records are maintained in Philadelphia at 1818 Market
Street, Philadelphia, PA 19103 or One Commerce Square, Philadelphia, PA
19103.
Item 31. Management Services. None.
--------------------
Item 32. Undertakings.
-------------
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
xxi
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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 23rd day of June, 1995.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
By /s/Brian F. Wruble
-------------------
Brian F. Wruble
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/ Wayne A. Stork Chairman of the Board and Director June 23, 1995
- ----------------------------
Wayne A. Stork
/s/ Brian F. Wruble President and Chief Executive Officer June 23, 1995
- -----------------------------
Brian F. Wruble
/s/ David K. Downes Senior Vice President/Chief Financial June 23, 1995
- ---------------------------- Officer/Chief Administrative Officer
David K. Downes (Principal Financial Officer and
Principal Accounting Officer)
/s/ Walter P. Babich * Director June 23, 1995
- ----------------------------
Walter P. Babich
/s/ Anthony D. Knerr * Director June 23, 1995
- -----------------------------
Anthony D. Knerr
/s/ Ann R. Leven * Director June 23, 1995
- ----------------------------
Ann R. Leven
/s/ W. Thacher Longstreth * Director June 23, 1995
- ----------------------------
W. Thacher Longstreth
/s/ Charles E. Peck * Director June 23, 1995
- -----------------------------
Charles E. Peck
*By /s/Wayne A. Stork
-------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
EX-99.B2 By-Laws
EX-99.B5 Investment Management Agreements
Sub-Advisory Agreement
EX-99.B7 Amended and Restated Profit Sharing Plan
(Module Name
PROF_SHARE_PLAN)
EX-99.B11 Consents of Auditors
EX-99.B16 Schedules of Computation for each
Performance Quotation for each Series
EX-27 Financial Data Schedules
EX-99.B19 Directors' Power of Attorney
EX-99.B20 Financial Statements
<PAGE>
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
CERTIFICATION OF AMENDMENT TO BY-LAWS
AMENDING SECTION 2 OF ARTICLE VI
NOVEMBER 21, 1991
The Undersigned Secretary of Delaware Group Global & International
Funds, Inc. does hereby certify that at the Board of Directors of the Fund at
a meeting duly called and held on November 21, 1991 did adopt the following
resolution amending Section 2 of Article VI of the Fund's by-laws:
RESOLVED, that Article VI, Section 2 of the Fund's by-laws be
amended to read in its entirely as follows:
Section 2. The Chairman of the Board shall be elected from
the membership of the Board of Directors, but other officers
need not be members of the Board of Directors. Any two or
more offices may be held by the same person except the
offices of President and Vice President. All officers of the
Corporation shall serve for one year and until their
successors shall have been duly elected and shall have
qualified; provided, however, that any officer may be removed
at any time, either with our without cause, by action by the
Board of Directors.
AND FURTHER RESOLVED, that the appropriate officers of the Fund are
hereby authorized to take such other steps as may be necessary to
implement the aforesaid amendment.
IN WITNESS WHEREOF, I have hereto subscribed my name this 21st day
of November, 1991.
/s/George M. Chamberlain, Jr.
-----------------------------
George M. Chamberlain, Jr.
<PAGE>
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
CERTIFICATION OF AMENDMENT TO BY-LAWS
AMENDING SECTION 8 OF ARTICLE IV
JULY 22, 1991
The Undersigned Secretary of Delaware Group Global & International
Funds, Inc. does hereby certify that at the Board of Directors of the Fund at
a meeting duly called and held on July 22, 1991 did adopt the following
resolution amending Section 8 of Article IV of the Fund's by-laws:
RESOLVED, that Article IV, Section 8, be amended in its entirely to
read as follows:
Section 8. The Board of Directors may hold their meetings
and keep the books of the Corporation outside of the State of
Maryland at such place or places as it may from time to time
determine.
AND FURTHER RESOLVED, that the Secretary of the Fund is hereby
authorized and directed to include a certified copy of this
Amendment with the corporate records of the Fund; and further
RESOLVED, that the books and records of the Fund shall be maintained
at the offices of the Fund in the City of Philadelphia.
IN WITNESS WHEREOF, I have hereto subscribed my name this 22nd day
of July, 1991.
/s/George M. Chamberlain, Jr.
-----------------------------
George M. Chamberlain, Jr.
<PAGE>
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation shall be in the City of
Baltimore, State of Maryland. The Corporation shall also have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS AND STOCK CERTIFICATES
Section 1. Every stockholder of record shall be entitled to a stock
certificate representing the shares owned by him. Stock certificates shall be in
such form as may be required by law and as the Board of Directors shall
prescribe. Every stock certificate shall be signed by the Chairman or the
President or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, and sealed with the corporate seal,
which may be a facsimile, either engraved or printed. Stock certificates may
bear the facsimile signatures of the officers authorized to sign such
certificates.
Section 2. Shares of the capital stock of the Corporation shall be
transferable only on the books of the Corporation by the person in whose name
such shares are registered, or by his duly authorized attorney or
representative. In all cases of transfer by an attorney-in-fact, the original
power of attorney, or an official copy thereof duly certified, shall be
deposited and remain with the Corporation or its duly authorized transfer agent.
In case of transfers by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited and remain with the Corporation or
its duly authorized transfer agent. No transfer shall be made unless and until
the certificate issued to the transferor, if any, shall be delivered to the
Corporation or its duly authorized transfer agent, properly endorsed.
Section 3. Any person desiring a certificate for shares of the capital
stock of the Corporation to be issued in lieu of one lost or destroyed shall
make an affidavit or affirmation setting forth the loss or destruction of such
stock certificate, and shall advertise such loss or destruction in such manner
as the Board of Directors may require, and shall, if the Board of Directors
shall so require, give the Corporation a bond or indemnity, in such form and
with such security as may be satisfactory to the Board, indemnifying the
Corporation against any loss that may result upon the issuance of a new stock
certificate. Upon receipt of such affidavit and proof of publication of the
<PAGE>
advertisement of such loss or destruction, and the bond, if any, required by the
Board of Directors, a new stock certificate may be issued of the same tenor and
for the number of shares as the one alleged to have been lost or destroyed.
Section 4. The Corporation shall be entitled to treat the holder of record
of any share or shares of its capital stock the holder of record of any share or
shares of its capital stock as the owner thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not the Corporation shall
have express or other notice thereof.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. (a) The Corporation is not required to hold an Annual Meeting in
any year in which the Corporation is not required to elect directors under the
Investment Company Act of 1940. If the Corporation is required under the
Investment Company Act of 1940 to hold a stockholder meeting to elect directors,
the meeting shall be designated an Annual Meeting of Stockholders for that year
for purposes of Maryland law.
(b) Annual Meetings, if held, shall be held at such place and time as the
Board of Directors may by resolution establish, and shall be held no later than
120 days after the occurrence of the event requiring the meeting. In the absence
of any specific resolution, Annual Meetings of Stockholders shall be held at the
Corporation's principal office, or at such other place within or without the
State of Maryland as the Board of Directors may from time to time prescribe.
Meetings of stockholders for any other purpose may be held at such place and
time as shall be fixed by resolution of the Board of Directors and stated in the
Notice of the Meeting, or in a duly executed Waiver of Notice thereof.
Section 2. Special meetings of the stockholders may be called at any time
by the Chairman, President or a majority of the members of the Board of
Directors and shall be called by the Secretary upon the written request of the
holders of at least ten percent of the shares of the capital stock of the
Corporation issued and outstanding and entitled to vote at such meeting. Upon
receipt of a written request from such holders entitled to call a special
meeting, which shall state the purpose of the meeting and the matter proposed to
be acted on at it, the Secretary shall issue notice of such meeting. The cost of
preparing and mailing the notice of a special meeting of stockholders shall be
borne by the Corporation. Special meetings of the stockholders shall be held at
the principal office of the Corporation, or at such other place within or
without the State of Maryland as the Board of Directors may from time to time
direct, or at such place within or without the State of Maryland as shall be
specified in the notice of such meeting.
<PAGE>
Section 3. Notice of the time and place of the annual or any special
meeting of the stockholders shall be given to each stockholder entitled to
notice of such meeting not less than ten days nor more than ninety days prior to
the date of such meeting. In the case of special meetings of the stockholders,
the notice shall specify the object or objects of such meeting, and no business
shall be transacted at such meeting other than that mentioned in the notice.
Section 4. The Board of Directors may close the stock transfer books of the
Corporation for a period not exceeding twenty days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not exceeding
twenty days in connection with the obtaining of the consent of stockholders for
any purpose; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, not exceeding
ninety days preceding the date of any meeting of stockholders, or the date for
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at any such
meeting and any adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend or to receive such allotment of rights or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
<PAGE>
Section 5. At all meetings of the stockholders a quorum shall consist of
the holders of a majority of the outstanding shares of the capital stock of the
Corporation entitled to vote at such meeting. In the absence of a quorum no
business shall be transacted except that the stockholders present in person or
by proxy and entitled to vote at such meeting shall have power to adjourn the
meeting from time to time to a date not more than one hundred twenty days after
the original record date without further notice other than announcement at the
meeting. At any such adjourned meeting at which a quorum shall be present any
business may be transacted which might have been transacted at the meeting on
the date specified in the original notice. If a quorum is present at any
meeting, the holders of a majority of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote at the meeting who shall
be present in person or by proxy at such meeting shall have power to approve any
matter properly before the meeting, except as otherwise provided in the
Investment Company Act of 1940, and also except a plurality of all votes cast at
a meeting at which a quorum is present shall be sufficient for the election of a
director. The holders of such majority shall also have power to adjourn the
meeting to any specific time or times, and no notice of any such adjourned
meeting need be given to stockholders absent or otherwise.
Section 6. At all meetings of the stockholders the following order of
business shall be substantially observed, as far as it is consistent with the
purpose of the meeting:
Election of Directors;
Ratification of Selection of Auditors;
and New business.
Section 7. At any meeting of the stockholders of the Corporation every
stockholder having the right to vote shall be entitled, in person or by proxy
appointed by an instrument in writing subscribed by such stockholder or by his
duly authorized attorney in fact and bearing a date not more than eleven months
prior to said meeting unless such instrument provides for a longer period, to
one vote for each share of stock having voting power registered in his name on
the books of the Corporation.
<PAGE>
ARTICLE IV
DIRECTORS
Section 1. The Board of Directors shall consist of not less than three nor
more than twelve members. The Board of Directors may by a vote of the entire
board increase or decrease the number of directors without a vote of the
stockholders; provided that any such decrease shall not affect the tenure of
office of any director. Directors need not hold any shares of the capital stock
of the Corporation.
Section 2. The directors shall be elected by the stockholders of the
Corporation at an annual meeting, if held, or at a special meeting called for
such purpose, and shall hold office until their successors shall be duly elected
and shall qualify.
Section 3. The Board of Directors shall have the control and management of
the business of the Corporation, and in addition to the powers and authority by
these By-Laws expressly conferred upon them, may exercise, subject to the
provisions of the laws of the State of Maryland and of the Articles of
Incorporation of the Corporation, all such powers of the Corporation and do all
such acts and things as are not required by law or by the Articles of
Incorporation to be exercised or done by the stockholders.
Section 4. The Board of Directors shall have power to fill vacancies
occurring on the Board, whether by death, resignation or otherwise. A vacancy on
the Board of Directors resulting from any cause except an increase in the number
of directors may be filled by a vote of the majority of the remaining members of
the Board, though less than a quorum. A vacancy on the Board of Directors
resulting from an increase in the number of directors may be filled by a
majority of the entire Board of Directors. A director elected by the Board of
Directors to fill a vacancy shall serve until the next annual meeting, whenever
held, or special meeting called for that purpose, and until his successor is
elected and qualifies.
Section 5. The Board of Directors shall have power to appoint, and at its
discretion to remove or suspend, any officers, managers, superintendents,
subordinates, assistants, clerks, agents and employees, permanently or
temporarily, as the Board may think fit, and to determine their duties and to
fix, and from time to time change, their salaries or emoluments, and to require
security in such instances and in such amounts as it may deem proper.
Section 6. In case of the absence of an officer of the Corporation, or for
any other reason which may seem sufficient to the Board of Directors, the Board
may delegate his powers and duties for the time being to any other officer of
the Corporation or to any director.
<PAGE>
Section 7. The Board of Directors may, by resolution or resolutions passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation which,
to the extent provided in such resolution or resolutions and by applicable law,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Any such committee shall keep
regular minutes of its proceedings, and shall report the same to the Board when
required.
Section 8. The Board of Directors may hold their meetings and keep the
books of the Corporation outside of the State of Maryland, at such place or
places as it may from time to time determine.
Section 9. The Board of Directors shall have power to fix, and from time to
time to change the compensation, if any, of the directors of the Corporation.
Section 10. Upon retirement of a Director, the Board may elect him or her
to the position of Director Emeritus. Said Director Emeritus shall serve for one
year and may be re-elected by the Board from year to year thereafter. Said
Director Emeritus shall not vote at meetings of Directors and shall not be held
responsible for actions of the Board but shall receive fees paid to Board
members for serving as such.
ARTICLE V
DIRECTORS MEETINGS
Section 1. The first regular meeting of the Board of Directors shall be
held each year within seven business days following the annual meeting of
stockholders at which the Directors are elected. Regular meetings of the Board
of Directors shall also be held without notice at such times and places as may
be from time to time prescribed by the Board.
Section 2. Special meetings of the Board of Directors may be called at any
time by the Chairman, and shall be called by the Chairman upon the written
request of a majority of the members of the Board of Directors. Unless notice is
waived by all the members of the Board of Directors, notice of any special
meeting shall be given to each director at least twenty-four hours prior to the
date of such meeting, and such notice shall provide the time and place of such
special meeting.
Section 3. One-third of the entire Board of Directors shall constitute a
quorum for the transaction of business at any meeting; except that if the number
of directors on the Board is less than six, two members shall constitute a
quorum for the transaction of business at any meeting. The act of a majority of
the directors present at any meeting where there is a quorum shall be the act of
the Board of Directors except as may be otherwise required by Maryland law or
the Investment Company Act of 1940.
<PAGE>
Section 4. The order of business at meetings of the Board of Directors
shall be prescribed from time to time by the Board.
ARTICLE VI
OFFICERS AND AGENTS
Section 1. At the first meeting of the Board of Directors after the
election of Directors in each year, the Board shall elect a Chairman, a
President and Chief Executive Officer, one or more Vice Presidents, a Secretary
and a Treasurer and may elect or appoint one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers and agents as the Board
may deem necessary and as the business of the Corporation may require.
Section 2. The Chairman of the Board and the President shall be elected
from the membership of the Board of Directors, but other officers need not be
members of the Board of Directors. Any two or more offices may be held by the
same person except the offices of President and Vice President. All officers of
the Corporation shall serve for one year and until their successors shall have
been duly elected and shall have qualified; provided, however, that any officer
may be removed at any time, either with or without cause, by action by the Board
of Directors.
ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. The Corporation shall indemnify each officer and director made
party to a proceeding, by reason of service in such capacity, to the fullest
extent, and in the manner provided, under Section 2-418 of the Maryland General
Corporation Law: (i) unless it is proved that the person seeking indemnification
did not meet the standard of conduct set forth in subsection (b)(1) of such
section; and (ii) provided, that the Corporation shall not indemnify any officer
or director for any liability to the Corporation or its security holders arising
from the wilful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such person's office.
Section 2. The provisions of clause (i) of Section 1 of this Article VII
notwithstanding, the Corporation shall indemnify each officer and director
against reasonable expenses incurred in connection with the successful defense
of any proceeding to which each such officer or director is a party by reason of
service in such capacity.
Section 3. The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each officer and director who is made party to
a proceeding by reason of service in such capacity the reasonable expenses
incurred by such person in connection therewith.
<PAGE>
ARTICLE VIII
DUTIES OF OFFICERS
CHAIRMAN OF THE BOARD
Section 1. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors and shall be a member ex officio of all
standing committees. He shall have those duties and responsibilities as shall be
assigned to him by the Board of Directors. In the absence, resignation,
disability or death of the President, the Chairman shall exercise all the powers
and perform all the duties of the President until his return, or until such
disability shall be removed or until a new President shall have been elected.
PRESIDENT
Section 2. The President shall be the Chief Executive Officer and head of
the Corporation, and in the recess of the Board of Directors shall have the
general control and management of its business and affairs, subject, however, to
the regulations of the Board of Directors.
The President shall, in the absence of the Chairman, preside at all
meetings of the stockholders and the Board of Directors. In the event of the
absence, resignation, disability or death of the Chairman, the President shall
exercise all powers and perform all duties of the Chairman until his return, or
until such disability shall have been removed or until a new Chairman shall have
been elected.
VICE PRESIDENTS
Section 3. The Executive Vice President, and the Vice Presidents, shall
have those duties and responsibilities as shall be assigned to them by the
Chairman or the President. In the event of the absence, resignation, disability
or death of the Chairman and President, the Executive Vice President shall
exercise all the powers and perform all the duties of the President until his
return, or until such disability shall be removed or until a new President shall
have been elected.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 4. The Secretary shall attend all meetings of the stockholders and
shall record all the proceedings thereof in a book to be kept for that purpose,
and he shall be the custodian of the corporate seal of the Corporation. In the
absence of the Secretary, an Assistant Secretary or any other person appointed
or elected by the Board of Directors, as is elsewhere in these By-Laws provided,
may exercise the rights and perform the duties of the Secretary.
<PAGE>
Section 5. The Assistant Secretary, or, if there be more than one Assistant
Secretary, then the Assistant Secretaries in the order of their seniority,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary. Any Assistant Secretary elected by the
Board shall also perform such other duties and exercise such other powers as the
Board of Directors shall from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 6. The Treasurer shall keep full and correct accounts of the
receipts and expenditures of the Corporation in books belonging to the
Corporation, and shall deposit all monies and valuable effects in the name and
to the credit of the Corporation and in such depositories as may be designated
by the Board of Directors, and shall, if the Board shall so direct, give bond
with sufficient security and in such amount as may be required by the Board of
Directors for the faithful performance of his duties.
He shall disburse funds of the Corporation as may be ordered by the Board
of Directors, taking proper vouchers for such disbursements, and shall render to
the President and Board of Directors at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as the chief
fiscal officer of the Corporation and of the financial condition of the
Corporation, and shall present each year before the annual meeting of the
stockholders a full financial report of the preceding fiscal year.
Section 7. The Assistant Treasurer, or, if there be more than one Assistant
Treasurer, then the Assistant Treasurers in the order of their seniority, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. Any Assistant Treasurer elected by the Board shall
also perform such duties and exercise such powers as the Board of Directors
shall from time to time prescribe.
ARTICLE IX
CHECKS, DRAFTS, NOTES, ETC.
Section 1. All checks shall bear the signature of such person or persons as
the Board of Directors may from time to time direct.
Section 2. All notes and other similar obligations and acceptances of
drafts by the Corporation shall be signed by such person or persons as the Board
of Directors may from time to time direct.
Section 3. Any officer of the Corporation or any other employee, as the
Board of Directors may from time to time direct, shall have full power to
endorse for deposit all checks and all negotiable paper drawn payable to his or
their order or to the order of the Corporation.
<PAGE>
ARTICLE X
CORPORATE SEAL
Section 1. The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization, and the words
"Corporate Seal, Maryland." Such seal may be used causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.
ARTICLE XI
DIVIDENDS
Section 1. Dividends upon the shares of the capital stock of the
Corporation may, subject to the provisions of the Articles of Incorporation of
the Corporation, if any, be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property ,
or in shares of the capital stock of the Corporation.
Section 2. Before payment of any dividend there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors may, from time to time, in its absolute discretion, think proper as
a reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall deem to be for the best interests of the
Corporation, and the Board of Directors may abolish any such reserve in the
manner in which it was created.
ARTICLE XII
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall end on the last day in
November of each year.
ARTICLE XIII
NOTICES
Section 1. Whenever under the provisions of these By-Laws notice is
required to be given to any director or stockholder, such notice is deemed given
when it is personally delivered, left at the residence or usual place of
business of the director or stockholder, or mailed to such director or
stockholder at such address as shall appear on the books of the Corporation and
such notice, if mailed, shall be deemed to be given at the time it shall be so
deposited in the United States mail postage prepaid. In the case of directors,
such notice may also be given orally by telephone or by telegraph or cable.
Section 2. Any notice required to be given under these By-Laws may be
waived in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein.
<PAGE>
ARTICLE XIV
AMENDMENTS
Section 1. These By-Laws may be amended, altered or repealed by the
affirmative vote of the holders of a majority of the shares of capital stock of
the Corporation issued and outstanding and entitled to vote thereon, or by a
majority of the Board of Directors, as the case may be.
<PAGE>
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
INTERNATIONAL EQUITY SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
INC., a Maryland corporation (the "Fund"), for the INTERNATIONAL EQUITY SERIES
(the "Series") and DELAWARE INTERNATIONAL ADVISERS LTD., a U.K. company (the
"Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment company
registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser under the
Investment Advisers Act of 1940 and engages in the business of providing
investment management services; and
WHEREAS, the indirect parent company of the Investment Manager completed on
the date of this Agreement a merger transaction which resulted in a change of
control of the Investment Manager and an automatic termination of the previous
Investment Management Agreement for the Series dated as of the 25th day of
October, 1991; and
WHEREAS, the Board of Directors of the Fund and shareholders of the Series
have determined to enter into a new Investment Management Agreement with the
Investment Manager to be effective as of the date hereof.
<PAGE>
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Fund hereby employs the Investment Manager to manage the investment
and reinvestment of the Series' assets and to administer its affairs, subject
to the direction of the Board and officers of the Fund for the period and on
the terms hereinafter set forth. The Investment Manager hereby accepts such
employment and agrees during such period to render the services and assume the
obligations herein set forth for the compensation herein provided. The
Investment Manager shall for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Fund in any way, or
in any way be deemed an agent of the Fund. The Investment Manager shall
regularly make decisions as to what securities to purchase and sell on behalf
of the Series, shall effect the purchase and sale of investments in
furtherance of the Series' objectives and policies and shall furnish the Board
of Directors of the Fund with such information and reports regarding the
Series' investments as the Investment Manager deems appropriate or as the
Directors of the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear the
expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of
stock, including issuance, redemption and repurchase of shares; preparation of
share certificates; reports and notices to shareholders; calling and holding
<PAGE>
of shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal and
state registration fees.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager will place orders for the
purchase and sale of portfolio securities with such broker/dealers who provide
statistical factual and financial information and services to the Fund, to the
Investment Manager or to any other Fund for which the Investment Manager
provides investment advisory services and/or with broker/dealers who sell
shares of the Fund or who sell shares of any other Fund for which the
Investment Manager provides investment advisory services. Broker/dealers who
sell shares of the Funds of which Delaware International Advisers Ltd. is
Investment Manager, shall only receive orders for the purchase or sale of
portfolio securities to the extent that the placing of such orders is in
compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and procedures as may be adopted by the Board of Directors and
officers of the Fund, the Investment Manager may ask the Fund and the Fund may
agree to pay a member of an exchange, broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged for
effecting that transaction, in such instances where it and the Investment
<PAGE>
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities
with respect to the Fund and to other funds and other advisory accounts for
which the Investment Manager exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay
to the Investment Manager monthly from the Series' assets a fee (at an annual
rate) equal to .75% of the daily average net assets of the Series during the
month, less the Series' proportionate part of all fees paid to members of the
Board of Directors of the Fund during the same period based on the number of
publicly offered Series of the Fund.
If this Agreement is terminated prior to the end of any calendar month, the
management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of
calendar days, during which the Agreement is in effect, bears to the number of
calendar days in the month, and shall be payable within 10 days after the date
of termination.
<PAGE>
5. The services to be rendered by the Investment Manager to the Fund under
the provisions of this Agreement are not to be deemed to be exclusive, and the
Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of duties of the Investment Manager to
the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security, or
otherwise.
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Series. It shall continue in effect for a period of two
years and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of
Directors or by vote of a majority of the outstanding voting securities of the
Series and only if the terms and the renewal hereof have been approved by the
vote of a majority of the Directors of the Fund, who are not parties hereto or
interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval. No amendment to this Agreement shall
be effective unless the terms thereof have been approved by the vote of a
majority of the outstanding voting securities of the Series and by the vote of
a majority of Directors of the Fund who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated by the Fund at any time, without the payment of a
<PAGE>
penalty, on sixty days' written notice to the Investment Manager of the Fund's
intention to do so, pursuant to action by the Board of Directors of the Fund
or pursuant to vote of a majority of the outstanding voting securities of the
Series. The Investment Manager may terminate this Agreement at any time,
without the payment of a penalty on sixty days' written notice to the Fund of
its intention to do so. Upon termination of this Agreement, the obligations of
all the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this
Agreement committed prior to such termination, and except for the obligation
of the Fund to pay to the Investment Manager the fee provided in Paragraph 4
hereof, prorated to the date of termination. This Agreement shall
automatically terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of the
outstanding voting securities"; "interested persons"; and "assignment" shall
have the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.
Attest:
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
for the INTERNATIONAL EQUITY SERIES
/s/Richelle S. Maestro By:/s/Brian F. Wruble
---------------------- ---------------------
Richelle S. Maestro Brian F. Wruble
Attest: DELAWARE INTERNATIONAL ADVISERS
LTD.
/s/John Emberson By:/s/David Tilles
- ---------------- ------------------
John Emberson David Tilles
IMAG & I.INE
<PAGE>
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
GLOBAL BOND SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
INC., a Maryland corporation (the "Fund"), for the GLOBAL BOND SERIES (the
"Series") and DELAWARE INTERNATIONAL ADVISERS LTD., a U.K. company (the
"Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment company
registered under the Investment Company Act of 1940 and engages in the business
of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser under the
Investment Advisers Act of 1940 and engages in the business of providing
investment management services; and
WHEREAS, the indirect parent company of the Investment Manager completed on
the date of this Agreement a merger transaction which resulted in a change of
control of the Investment Manager and an automatic termination of the previous
Investment Management Agreement for the Series dated as of the 25th day of
October, 1991; and
WHEREAS, the Board of Directors of the Fund and shareholders of the Series
have determined to enter into a new Investment Management Agreement with the
Investment Manager to be effective as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Fund hereby employs the Investment Manager to manage the investment
and reinvestment of the Series' assets and to administer its affairs, subject to
the direction of the Board and officers of the Fund for the period and on the
terms hereinafter set forth. The Investment Manager hereby accepts such
<PAGE>
employment and agrees during such period to render the services and assume the
obligations herein set forth for the compensation herein provided. The
Investment Manager shall for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or represent the Fund in any way, or in any way be
deemed an agent of the Fund. The Investment Manager shall regularly make
decisions as to what securities to purchase and sell on behalf of the Series,
shall effect the purchase and sale of investments in furtherance of the Series'
objectives and policies and shall furnish the Board of Directors of the Fund
with such information and reports regarding the Series' investments as the
Investment Manager deems appropriate or as the Directors of the Fund may
reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear the
expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager will place orders for the purchase
and sale of portfolio securities with such broker/dealers who provide
statistical factual and financial information and services to the Fund, to the
Investment Manager or to any other Fund for which the Investment Manager
provides investment advisory services and/or with broker/dealers who sell shares
of the Fund or who sell shares of any other Fund for which the Investment
Manager provides investment advisory services. Broker/dealers who sell shares of
the Funds of which Delaware International Advisers Ltd. is Investment Manager,
shall only receive orders for the purchase or sale of portfolio securities to
the extent that the placing of such orders is in compliance with the Rules of
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
<PAGE>
(b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and procedures as may be adopted by the Board of Directors and
officers of the Fund, the Investment Manager may ask the Fund and the Fund may
agree to pay a member of an exchange, broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged for effecting
that transaction, in such instances where it and the Investment Manager have
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
member, broker or dealer, viewed in terms of either that particular transaction
or the Investment Manager's overall responsibilities with respect to the Fund
and to other funds and other advisory accounts for which the Investment Manager
exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
<PAGE>
the Investment Manager monthly from the Series' assets a fee (at a annual rate)
equal to .75% of the daily average net assets of the Series during the month,
less the Series' proportionate part of all fees paid to members of the Board of
Directors of the Fund during the same period based on the number of publicly
offered Series of the Fund.
If this Agreement is terminated prior to the end of any calendar month, the
management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund under
the provisions of this Agreement are not to be deemed to be exclusive, and the
Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of duties of the Investment Manager to the
Fund, the Investment Manager shall not be subject to liabilities to the Fund or
to any shareholder of the Fund for any action or omission in the course of or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, or otherwise.
<PAGE>
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Series. It shall continue in effect for a period of two years
and may be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Directors or by vote of
a majority of the outstanding voting securities of the Series and only if the
terms and the renewal hereof have been approved by the vote of a majority of the
Directors of the Fund, who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. No amendment to this Agreement shall be effective unless the terms
thereof have been approved by the vote of a majority of the outstanding voting
securities of the Series and by the vote of a majority of Directors of the Fund
who are not parties to the Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
Notwith-standing the foregoing, this Agreement may be terminated by the Fund at
any time, without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Fund's intention to do so, pursuant to action by the
Board of Directors of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Series. The Investment Manager may
terminate this Agreement at any time, without the payment of a penalty on sixty
days' written notice to the Fund of its intention to do so. Upon termination of
this Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
<PAGE>
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of the
outstanding voting securities"; "interested persons"; and "assignment" shall
have the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
for the GLOBAL BOND SERIES
Attest:/s/Richelle S. Maestro By:/s/Brian F. Wruble
---------------------- ------------------
Richelle S. Maestro Brian F. Wruble
DELAWARE INTERNATIONAL ADVISERS LTD.
Attest:/s/John Emberson By:/s/David Tilles
---------------- ---------------
John Emberson David Tilles
IMAG & I.GBS
<PAGE>
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
GLOBAL ASSETS SERIES
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS,
INC., a Maryland corporation (the "Fund"), for the GLOBAL ASSETS SERIES (the
"Series") and DELAWARE INTERNATIONAL ADVISERS LTD., a U.K. company (the
"Investment Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment company
registered under the Investment Company Act of 1940 and engages in the business
of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser under the
Investment Advisers Act of 1940 and engages in the business of providing
investment management services; and
WHEREAS, the indirect parent company of the Investment Manager completed on
the date of this Agreement a merger transaction which resulted in a change of
control of the Investment Manager and an automatic termination of the previous
Investment Management Agreement for the Series dated as of the 25th day of
October, 1991; and
WHEREAS, the Board of Directors of the Fund and shareholders of the Series
have determined to enter into a new Investment Management Agreement with the
Investment Manager to be effective as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
<PAGE>
1. The Fund hereby employs the Investment Manager to manage the investment
and reinvestment of the Series' assets and to administer its affairs, subject to
the direction of the Board and officers of the Fund for the period and on the
terms hereinafter set forth. The Investment Manager hereby accepts such
employment and agrees during such period to render the services and assume the
obligations herein set forth for the compensation herein provided. The
Investment Manager shall for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or represent the Fund in any way, or in any way be
deemed an agent of the Fund. The Investment Manager shall regularly make
decisions as to what securities to purchase and sell on behalf of the Series,
shall effect the purchase and sale of investments in furtherance of the Series'
objectives and policies and shall furnish the Board of Directors of the Fund
with such information and reports regarding the Series' investments as the
Investment Manager deems appropriate or as the Directors of the Fund may
reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear the
expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees.
<PAGE>
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager will place orders for the purchase
and sale of portfolio securities with such broker/dealers who provide
statistical, factual and financial information and services to the Fund, to the
Investment Manager or to any other fund for which the Investment Manager
provides investment advisory services and/or with broker/dealers who sell shares
of the Fund or who sell shares of any other Fund for which the Investment
Manager provides investment advisory services. Broker/dealers who sell shares of
the Funds of which Delaware International Advisers Ltd. is Investment Manager,
shall only receive orders for the purchase or sale of portfolio securities to
the extent that the placing of such orders is in compliance with the Rules of
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and procedures as may be adopted by the Board of Directors and
officers of the Fund, the Investment Manager may ask the Fund and the Fund may
agree to pay a member of an exchange, broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged for effecting
that transaction, in such instances where it and the Investment Manager have
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
member, broker or dealer, viewed in terms of either that particular transaction
or the Investment Manager's overall responsibilities with respect to the Fund
and to other funds and other advisory accounts for which the Investment Manager
exercises investment discretion.
<PAGE>
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
the Investment Manager monthly from the Series' assets a fee (at an annual rate)
equal to .75% of the daily average net assets of the Series during the month,
less the Series' proportionate part of all fees paid to members of the Board of
Directors of the Fund during the same period based on the number of publicly
offered Series of the Fund.
If this Agreement is terminated prior to the end of any calendar month, the
management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The services to be rendered by the Investment Manager to the Fund under
the provisions of this Agreement are not to be deemed to be exclusive, and the
Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of duties of the Investment Manager to the
Fund, the Investment Manager shall not be subject to liabilities to the Fund or
to any shareholder of the Fund for any action or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, or otherwise.
<PAGE>
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Series. It shall continue in effect for a period of two years
and may be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Directors or by vote of
a majority of the outstanding voting securities of the Series and only if the
terms and the renewal hereof have been approved by the vote of a majority of the
Directors of the Fund, who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. No amendment to this Agreement shall be effective unless the terms
thereof have been approved by the vote of a majority of the outstanding voting
securities of the Series and by the vote of a majority of Directors of the Fund
who are not parties to the Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
Notwith- standing the foregoing, this Agreement may be terminated by the Fund at
any time, without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Fund's intention to do so, pursuant to action by the
Board of Directors of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Series. The Investment Manager may
terminate this Agreement at any time, without the payment of a penalty on sixty
days' written notice to the Fund of its intention to do so. Upon termination of
this Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
<PAGE>
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of the
outstanding voting securities"; "interested persons;" and "assignment" shall
have the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
for the GLOBAL ASSET SERIES
Attest:/s/Richelle S. Maestro By:/s/Brian F. Wruble
---------------------- ------------------
Richelle S. Maestro Brian F. Wruble
DELAWARE INTERNATIONAL ADVISERS LTD.
Attest:/s/John Emberson By:/s/David Tilles
---------------- ---------------
John Emberson David Tilles
IMAG&I.GAS
<PAGE>
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
GLOBAL ASSETS SERIES
SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE INTERNATIONAL ADVISERS LTD., a U.K.
company (the "Investment Manager") and DELAWARE MANAGEMENT COMPANY, INC., a
Delaware corporation (the "Sub-Adviser").
W I T N E S S E T H:
WHEREAS, DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC., a Maryland
corporation (the "Fund"), has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
Investment Advisers under the Investment Advisers Act of 1940 and engage in the
business of providing investment management services; and
WHEREAS, the indirect parent company of the Investment Manager and the
Sub-Adviser completed on the date of this Agreement a merger transaction which
resulted in a change of control of the Investment Manager and Sub-Adviser and an
automatic termination of the previous Investment Management and Sub-Advisory
Agreements for the Series dated as of the 25th day of October, 1991 and the 27th
day of December, 1994, respectively; and
WHEREAS, the Board of Directors of the Fund and shareholders of the Series
have determined to enter into a new Investment Management Agreement with the
Investment Manager to be effective as of the date hereof; and
<PAGE>
WHEREAS, the Investment Management Agreement permits the Investment Manager
to hire one or more sub-advisers to assist the Investment Manager in providing
investment advisory services to the Fund; and
WHEREAS, the Board of Directors of the Fund and shareholders of the Series
have approved a new Sub-Advisory Agreement with the Sub-Adviser to be effective
as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Investment Manager hereby employs the Sub-Adviser, subject always to
the Investment Manager's control and supervision, to manage the U.S. securities
portion of the Series' portfolio and to furnish the Investment Manager with
investment recommendations, asset allocation advice, research and other
investment services with respect to U.S. securities, subject to the direction of
the Board and officers of the Fund for the period and on the terms hereinafter
set forth. The Sub-Adviser hereby accepts such employment and agrees during such
period to render the services and assume the obligations herein set forth for
the compensation herein provided. The Sub-Adviser shall for all purposes herein
be deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized, have no authority to act for or represent the Fund in
any way, or in any way be deemed an agent of the Fund. The Sub-Adviser shall
regularly make decisions as to what securities to purchase and sell on behalf of
the Series, shall effect the purchase and sale of investments in furtherance of
the Series' objectives and policies, and shall furnish the Board of Directors of
the Fund with such information and reports regarding the Series' investments as
the Investment Manager deems appropriate or as the Directors of the Fund may
reasonably request.
<PAGE>
2. Under the terms of the Investment Management Agreement, the Fund shall
conduct its own business and affairs and shall bear the expenses and salaries
necessary and incidental thereto including, but not in limitation of the
foregoing, the costs incurred in: the maintenance of its corporate existence;
the maintenance of its own books, records and procedures; dealing with its own
shareholders; the payment of dividends; transfer of stock, including issuance
and repurchase of shares; preparation of share certificates; reports and notices
to shareholders; calling and holding of shareholders' meetings; miscellaneous
office expenses; brokerage commissions; custodian fees; legal and accounting
fees; taxes; and federal and state registration fees.
Directors, officers and employees of the Sub-Adviser may be
directors, officers and employees of other funds which have employed the
Sub-Adviser as sub-adviser or investment manager. Directors, officers and
employees of the Sub-Adviser who are Directors, officers and/or employees of the
Fund shall not receive any compensation from the Fund for acting in such dual
capacity.
In the conduct of the respective business of the parties
hereto and in the performance of this Agreement, the Fund and the Sub-Adviser
may share facilities common to each, with appropriate proration of expenses
between and among them.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, and otherwise consistent with applicable law, the
Sub-Adviser will place orders for the purchase and sale of portfolio securities
with such broker/dealers who provide statistical, factual and financial
information and services to the Series, to the Investment Manager, to the
Sub-Adviser or to any other fund for which the Investment Manager or Sub-Adviser
<PAGE>
provides investment advisory services and/or with broker/dealers who sell shares
of the Series or who sell shares of any other fund for which the Investment
Manager or Sub-Adviser provides investment advisory services. Broker/dealers who
sell shares of the funds for which the Investment Manager or Sub-Adviser
provides advisory services shall only receive orders for the purchase or sale of
portfolio securities to the extent that the placing of such orders is in
compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and procedures as may be adopted by the Board of Directors and
officers of the Fund, the Sub-Adviser may ask the Fund and the Series may agree
to pay a member of an exchange, broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of commission another
member of an exchange, broker or dealer would have charged for effecting that
transaction, in such instances where it and the Sub-Adviser have determined in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such member, broker or
dealer, viewed in terms of either that particular transaction or the
Sub-Adviser's overall responsibilities with respect to the Series and to other
funds and other advisory accounts for which the Investment Manager or the
Sub-Adviser exercises investment discretion.
<PAGE>
4. As compensation for the services to be rendered to the Fund on behalf of
the Series by the Sub-Adviser under the provisions of this Agreement, the
Investment Manager shall pay to the Sub-Adviser a monthly fee equal to 25% of
the fee paid to the Investment Manager under the terms of the Investment
Management Agreement.
If this Agreement is terminated prior to the end of any calendar month, the
Sub-Advisory fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The services to be rendered by the Sub-Adviser to the Fund on behalf of
the Series under the provisions of this Agreement are not to be deemed to be
exclusive, and the Sub-Adviser shall be free to render similar or different
services to others so long as its ability to render the services provided for in
this Agreement shall not be impaired thereby.
6. The Sub-Adviser, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of duties of the Sub-Adviser to the Fund,
the Sub-Adviser shall not be subject to liabilities to the Fund or to any
shareholder of the Fund for any action or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, or otherwise.
<PAGE>
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Series. It shall continue in effect for a period of two years
and may be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Directors or by vote of
a majority of the outstanding voting securities of the Series and only if the
terms and the renewal hereof have been approved by the vote of a majority of the
Directors of the Fund who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. No amendment to this Agreement shall be effective unless the terms
thereof have been approved by the vote of a majority of the outstanding voting
securities of the Series and by the vote of a majority of Directors of the Fund
who are not parties to the Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated by the
Investment Manager or the Fund at any time, without the payment of a penalty, on
sixty days' written notice to the Sub-Adviser, of the Investment Manager's or
the Fund's intention to do so, in the case of the Fund pursuant to action by the
Board of Directors of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Series. The Sub-Adviser may terminate this
Agreement at any time, without the payment of a penalty on sixty days' written
notice to the Investment Manager and Fund of its intention to do so. Upon
termination of this Agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for any
obligation to respond for a breach of this Agreement committed prior to such
termination, and except for the obligation of the Investment Manager to pay to
the Sub-Adviser the fee provided in Paragraph 4 hereof, prorated to the date of
termination. This Agreement shall automatically terminate in the event of its
assignment. This Agreement shall automatically terminate upon the termination of
the Investment Management Agreement.
<PAGE>
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of the
outstanding voting securities"; "interested person"; and "assignment" shall have
the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by having it signed by their duly authorized officers as of the 3rd
day of April, 1995.
DELAWARE MANAGEMENT COMPANY, INC.
By:/s/Wayne A. Stork
------------------------------
Wayne A. Stork
Attest:/s/Richelle S. Maestro
--------------------------
Richelle S. Maestro
DELAWARE INTERNATIONAL ADVISERS LTD.
By:/s/David Tilles
------------------------------
David Tilles
Attest:/s/John Emberson
--------------------------
John Emberson
Agreed to and accepted as of the
day and year first above written:
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC. on behalf
of the GLOBAL ASSETS SERIES
By:/s/Brian F. Wruble
------------------
Brian F. Wruble
Attest:/s/Richelle S. Maestro
----------------------
Richelle S. Maestro
SUBADG & I.GBS
<PAGE>
PROFIT SHARING PLAN
OF
DELAWARE GROUP DELAWARE FUND, INC.
SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989
<PAGE>
PROFIT SHARING PLAN
OF
DELAWARE GROUP DELAWARE FUND, INC.
SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I
PURPOSE CLAUSE . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III
ELIGIBILITY OF EMPLOYEES
TO PARTICIPATE IN THE PLAN . . . . . . . . . . . . . . 6
ARTICLE IV
CONTRIBUTIONS TO PLAN . . . . . . . . . . . . . . . . . 7
ARTICLE V
ALLOCATION OF CONTRIBUTIONS . . . . . . . . . . . . . . 12
ARTICLE VI
RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . 14
ARTICLE VII
DISABILITY BENEFITS . . . . . . . . . . . . . . . . . . 14
ARTICLE VIII
DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . 14
ARTICLE IX
OTHER SEPARATION FROM SERVICE . . . . . . . . . . . . . 16
ARTICLE X
METHOD OF PAYMENT . . . . . . . . . . . . . . . . . . . 18
ARTICLE XI
ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . . 26
ARTICLE XII
AMENDMENT, CONSOLIDATION, MERGER
OR TERMINATION . . . . . . . . . . . . . . . . . . . . 29
(i)
<PAGE>
ARTICLE XIII
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE XIV
LOANS . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE XV
LIMITATIONS ON ALLOCATIONS . . . . . . . . . . . . . . 32
ARTICLE XVI
TOP HEAVY DEFINITIONS AND RULES . . . . . . . . . . . . 36
(ii)
<PAGE>
PROFIT SHARING PLAN
OF
DELAWARE GROUP DELAWARE FUND, INC.
SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989
ARTICLE I
PURPOSE CLAUSE
--------------
This Profit Sharing Plan and the Trust Agreement forming a part hereof are
established for the benefit of the employees of Delaware Group Delaware Fund,
Inc. and the other investment companies of the Delaware Group of Funds to
promote in them a strong interest in the successful operation of the business
and to provide for them an opportunity for accumulation of funds for their
retirement benefit.
ARTICLE II
DEFINITIONS
-----------
When used herein, the following words shall have the following meanings
unless the context clearly indicates otherwise:
2.1 "Administrative Committee" or "Committee" shall mean the Administrative
Committee with authority and responsibility to manage and direct the operation
and administration of this Plan. "Administrative Committee" shall be deemed to
also mean "Administrator" and "Plan Administrator" as defined in ERISA.
2.2 "Anniversary Date" shall mean the first day of each Plan Year.
2.3 "Beneficiary" shall mean the person or persons designated by a
Participant to receive benefits upon the death of said Participant pursuant to
Article VIII.
2.4 "Board of Directors" shall mean the Board of Directors of the Employer.
2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.6 "Effective Date" of the Plan shall mean October 1, 1983. The Effective
Date of this amended and restated Plan shall mean April 1, 1989, except where
indicated otherwise.
2.7 "Eligibility Computation Period" shall mean the period of twelve (12)
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<PAGE>
consecutive months beginning on the date an Employee first performs an Hour of
Service upon hire or rehire after a One Year Break in Service, and any Plan Year
following such date of hire or date of rehire following a One Year Break in
Service.
2.8 "Eligibility Year of Service" shall mean the Eligibility Computation
Period during which the Employee performs one thousand (1,000) or more Hours of
Service. Eligibility Years of Service shall include an Employee's prior service
with Delaware Management Company, Inc. or any Entity required to be aggregated
with Delaware Management Company, Inc. under Sections 414(b) or(c) of the Code.
2.9 "Employee" shall mean any person employed by the Employer or by any
affiliated Entity which adopts this Plan; provided, however, no person covered
by a collective bargaining agreement under which the Employer has participated
in good faith bargaining concerning retirement benefits shall be considered an
Employee for the purposes of this Plan. Any Leased Employee shall not be
considered an Employee for purposes of the Plan.
2.10 "Employer" shall mean Delaware Group Delaware Fund, Inc. and any other
affiliated investment company which adopts this Plan. Effective October 1, 1987,
and solely for purposes of determining periods of service for eligibility for
participation and vesting, the term "Employer" shall include any corporation
which is a member of a controlled group of corporations (as defined in Section
414(b) of the Code) which includes the Employer; any trade or business (whether
or not incorporated) which is under common control (as defined in Section 414(c)
of the Code) with the Employer; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Section 414(m)
of the Code) which includes the Employer; and any other Entity required to be
aggregated with the Employer pursuant to regulations under Section 414(o) of the
Code.
2.11 "Employer Contribution Account" shall mean a Participant's account
derived from Employer contributions and the earnings thereon.
2.12 "Entity" shall mean an individual, partnership, corporation or
unincorporated organization.
2.13 "ERISA" shall mean the Employee Retirement Income Security Act of 1974
and the Regulations promulgated thereunder by either the Department of Labor or
Treasury.
2.14 "Hour of Service" shall mean:
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<PAGE>
(a) Each hour for which an Employee is paid, or entitled to payment, for
the performance of duties for the Employer. These hours will be credited to the
Employee for the computation period in which the duties are performed; and
(b) Each hour for which an Employee is paid, or entitled to payment, by the
Employer on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military service or leave of absence. No more than 501 Hours of Service
will be credited under this paragraph for any single continuous period (whether
or not such period occurs in a single computation period); and
(c) Each hour for which back pay, regardless of mitigation of damages, is
either awarded or agreed to by the Employer. The same Hours of Service will not
be credited both under paragraph (a) or paragraph (b), as the case may be, and
under this paragraph (c). These hours will be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which the award, agreement or payment is made.
(d) Hours of Service will be calculated on the basis described in
Department of Labor Regulations Section 2530.200b-2(b) and (c).
(e) Solely for purposes of determining whether a Break in Service has
occurred, for participation and vesting purposes, an individual who is absent
from work for maternity or paternity reasons will receive credit for the Hours
of Service which would otherwise have been credited to such individual. In the
event these hours cannot be determined, eight (8) Hours of Service per day will
be used. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (i) by reason of the pregnancy of the
individual, (ii) by reason of the birth of a child of the individual, (iii) by
reason of the placement of a child with the individual in connection with the
adoption of the child by such individual, or (iv) for purposes of caring for the
child for a period beginning immediately following such birth or placement.
However, in no event will the hours treated as Hours of Service under this
paragraph (e), by reason of any pregnancy or placement, exceed 501 hours. The
Hours of Service credited under this paragraph will be credited (i) in the Plan
Year in which the absence begins if the crediting is necessary to prevent a
Break in Service in that period, or (ii) in all other cases, in the following
Plan Year.
(f) Effective for Plan Years beginning on or after April 1, 1994, an
Employee shall be credited with 45 Hours of Service for each week for which he
would be required to be credited with at least one Hour of Service under
paragraphs (a)-(e) above.
-6-
<PAGE>
2.15 "Leased Employee" shall mean any person described in Section 414(n) of
the Code who is not an employee of the Employer who, pursuant to an agreement
between the Employer and any other person, has performed service for the
Employer (or for any related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full-time basis for a period of at
least one year and such services are of a type historically performed by
employees in the Employer's business field.
2.16 "Named Fiduciary" shall be the Administrative Committee and the
Trustee or Trustees serving from time to time and any other person who is
specifically so designated by the Board of Directors.
2.17 "Normal Retirement Date" shall mean the date on which a Participant
shall reach age 65.
2.18 "One Year Break in Service" or "Break in Service" shall mean a Plan
Year during which an Employee has or was separated from employment with Employer
and has completed 500 or less Hours of Service.
2.19 "Participant" shall mean any Employee who meets the eligibility
requirements under Article III or any Employee who is or may become eligible to
receive a benefit under the Plan or whose Beneficiaries may be eligible to
receive any such benefit.
2.20 "Participant Contribution Account" shall mean a Participant's account
derived from his voluntary contributions and the earnings thereon.
2.21 "Plan" shall mean the Employer's Profit Sharing Plan set forth in this
document and all subsequent amendments thereto.
2.22 "Plan Compensation" shall mean as of each Anniversary Date, the basic
compensation received by an Employee from the Employer during the preceding Plan
Year, including salary, draw, overtime and bonuses, but excluding contributions
to this or any other deferred compensation plan. Plan Compensation includes
salary reduction contributions paid by the Employer on the Employee's behalf to
a cafeteria plan, within the meaning of Section 125 of the Code, maintained by
the Employer. Effective for Plan Years beginning on or after April 1, 1994, Plan
Compensation shall mean the sum of (a) the total earnings which are received by
the Employee from the Employer for the preceding Plan Year and which are
required to be reported as wages on the Employee's Form W-2 (in the wages, tips
and other compensation box) and (b) the total amount contributed by the
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<PAGE>
Employer on behalf of the Employee pursuant to a salary reduction agreement
which is not includable in the gross income of the Employee under Sections 125
or 402 (e)(3) of the Code, but excluding all of the following items (even if
includable in gross income): reimbursements or other expense allowances, fringe
benefits (cash and non-cash), moving expenses, deferred compensation and welfare
benefits.
For Plan Years beginning on or after April 1, 1989, the Plan Compensation
of each Participant taken into account under the Plan shall not exceed $200,000,
as adjusted by the Secretary of the Treasury. In determining the Plan
Compensation of a Participant for purposes of the limitations set forth in the
preceding sentence, the rules of Section 414(q)(6) of the Code shall apply,
except in applying such rules, the term "family" shall include only the spouse
of the Participant and any lineal descendants of the Participant who have not
attained age 19 before the close of the Plan Year. If, as a result of the
application of such rules, the adjusted $200,000 limitation is exceeded, then
the limitation shall be prorated among the affected individuals in proportion to
each such individual's Plan Compensation as determined under this Section 2.22
prior to the application of this limitation. Effective for Plan Years beginning
on or after January 1, 1994, the Plan Compensation of a Participant shall not
exceed $150,000, as adjusted at the time and manner prescribed by Section 401
(a)(17)(B) of the Code.
2.23 "Plan Year" shall mean a twelve-month period beginning on April 1st
and ending on March 31st. For the Plan Years beginning before April 1, 1989 and
after December 31, 1986, the term Plan Year means a twelve month period
beginning October 1st and ending September 30th, except that the Plan Year
beginning October 1, 1988 is a short year which ends March 31, 1989.
2.24 "Total and Permanent Disability" shall mean incapacity, resulting from
injury or disease, of a Participant to perform any work for Employer and shall
be presumed permanent after the same has continued uninterrupted for six months
as certified by a qualified physician selected by the Administrative Committee.
2.25 "Trustee" or "Trustees" shall mean the trustee or trustees named in
the Trust Agreement attached hereto and forming a part hereof, or any successor
thereto.
2.26 "Trust Fund" or "Fund" shall mean all property held pursuant to the
Trust Agreement.
2.27 "Valuation Date" means the last day of each Plan Year and such other
quarterly, monthly or daily dates as determined by the Administrative Committee.
-8-
<PAGE>
2.28 "Year of Service" shall mean a Plan Year during which an Employee
completes at least 1,000 Hours of Service; provided, however, that for the
period from October 1, 1988 through March 31, 1990, an Employee shall be given
credit for a Year of Service if he completes 1,000 Hours of Service during the
period October 1, 1988 to September 30, 1989 and shall be given credit for an
additional Year of Service if he completes 1,000 Hours of Service during the
period April 1, 1989 to March 31, 1990. For purposes of determining a
Participant's nonforfeitable right to his Employer Contribution Account, Years
of Service shall include an Employee's prior service with Delaware Management
Company, Inc. or any other Entity required to be aggregated with Delaware
Management Company, Inc. under Sections 414(b) or (c) of the Code. An Employee
shall also receive credit for a Year of Service if he completes 1000 or more
Hours of Service during his initial Eligibility Computation Period.
2.29 Whenever used herein, the masculine provision includes the feminine
and the singular includes the plural.
ARTICLE III
ELIGIBILITY OF EMPLOYEES
TO PARTICIPATE IN THE PLAN
--------------------------
3.1 Each Employee who was a Participant on March 31, 1989 shall continue as
a Participant. Each other Employee shall be eligible to participate in this Plan
on the first day of the Plan Year within which he completes one Eligibility Year
of Service.
3.2 Any Participant who returns to service after a Break in Service shall
be admitted to the Plan as a Participant on his date of re-employment.
3.3 Within 60 days of each Anniversary Date of this Plan, the Employer
shall furnish the Administrator a list showing all eligible Employees, the date
of employment, the Years of Service, the Plan Compensation of each eligible
Employee and the date of termination of any terminated Employees.
3.4 Notwithstanding the provisions of Section 3.1 to the contrary, if an
Employee is employed by the Employer on March 31, 1989 and has completed by such
date 1,000 or more Hours of Service during an Eligibility Computation Period
which began on or before October 1, 1988, such Employee shall be eligible to
participate in the Plan on October 1, 1988.
-9-
<PAGE>
ARTICLE IV
CONTRIBUTIONS TO PLAN
---------------------
4.1 Each participating Employer may contribute to the Plan's Trust Fund for
each taxable year an amount, if any, determined in accordance with a resolution
of the Board of Directors adopted before the date prescribed by law for filing
its Federal income tax return for such taxable year (including extensions
thereof); provided, however, that no contributions shall be made for any year in
excess of the amount deductible for such year under provisions of the Code and
regulations thereunder as then in effect. For Plan Years beginning on or after
April 1, 1989, the Employer may make contributions regardless of whether or not
it has Net Profits and Earnings for its tax year.
4.2 For Plan Years beginning before April 1, 1989, Net Profits and Earnings
in any one year of operations means the net income before provisions for Federal
and State income taxes as determined by the certified public accountants
employed by the Employer in accordance with generally accepted accounting
principles of open-end management investment companies.
4.3 For each taxable year, the contributions shall accrue on the
Anniversary Date thereof, but shall not be considered as accruing during the
said taxable year prior to the Anniversary Date thereof.
4.4 The Trust Fund shall not be diverted to any use other than the
exclusive benefit of eligible Employees and their Beneficiaries.
4.5 Effective August 1, 1991, a Participant may not make voluntary
contributions to his Participant Contribution Account. Prior to August 1, 1991,
a Participant may make voluntary contributions to his Participant Contribution
Account. Such contributions may be made by payroll deductions or in such other
manner and subject to such procedures as the Administrator may prescribe. No
Participant may contribute more than ten percent of his aggregate Plan
Compensation for all Plan Years during which he participated in the Plan.
4.6 Notwithstanding the provisions of Article IX, a Participant shall have
a nonforfeitable interest in all voluntary contributions made by him and in any
increase in his account attributable to such contributions.
4.7 A Participant shall have the right to withdraw the total amount of his
voluntary contributions at any time; provided, however, that such withdrawal
-10-
<PAGE>
shall be permissible only with respect to the amount of such Participant's
voluntary contributions and not to any increase in his account attributable to
such contributions. No Participant shall be permitted to make withdrawals of
his voluntary contributions more than four times in any one calendar year.
Effective as of the date of adoption of this amended and restated Plan, a
Participant shall be permitted to make withdrawals as frequently as monthly of
all or a portion of his voluntary contributions, including the earnings
thereon.
4.8 The Fund may accept rollover contributions on behalf of an Employee
(including an Employee who has not satisfied the requirements to be eligible to
participate) from any other plan maintained for his benefit which satisfies the
requirements of a tax-qualified plan, or a rollover individual retirement
account; provided, however, that such rollovers are permitted by and effected in
accordance with the requirements of the Code. The Administrative Committee may
as a condition of acceptance of such rollovers demand such information, opinions
and statements as it deems necessary to assure that such rollovers conform to
the requirements of the federal tax laws.
4.9 An Employee for whom a rollover has been made shall be deemed a
Participant with respect to the amount contributed and shall have a
nonforfeitable interest in such amount and any increases attributable to it. Any
such rollovers shall be held in a special account for the Participant segregated
from other assets held by the fund. Such contributions will be administered and
distributed pursuant to the provisions of this Plan.
4.10 The following special non-discrimination rules pertaining to voluntary
contributions shall be applicable for Plan Years beginning on or after October
1, 1987 and before April 1, 1990.
(a) For any Plan Year, the Contribution Percentage for all Highly
Compensated Employees will not exceed the greater of (i) or (ii) as follows:
(i) The Contribution Percentage for all Non-Highly Compensated Employees,
times 1.25; or
(ii) The lesser of the Contribution Percentage for all Non-Highly
Compensated Employees, times 2.0, provided that the Contribution Percentage for
all Highly Compensated Employees may not exceed the Contribution Percentage for
all Non-Highly Compensated Employees by more than two (2) percentage points or
such lesser amount as the Secretary of Treasury will prescribe to prevent the
multiple use of this alternative limitation with respect to any Highly
Compensated Employee.
-11-
<PAGE>
(b) Distribution of Excess Aggregate Contributions.
(i) Excess Aggregate Contributions, plus any income and minus any loss
allocable thereto, will be distributed no later than the last day of each Plan
Year to Participants to whose accounts Excess Aggregate Contributions were
allocated for the preceding Plan Year.
(ii) For the Plan Year beginning on October 1, 1987, the income or loss
allocable to Excess Aggregate Contributions shall be determined under any
reasonable method, which method shall be applied on a consistent basis for all
Participants. For Plan Years beginning after 1987, the income or loss allocable
to Excess Aggregate Contributions shall be the sum of (A) and (B) below:
(A) The income or loss for the Plan Year allocable to the Participant's
voluntary contribution Account multiplied by a fraction, the numerator of which
is the Participant's Excess Aggregate Contributions for the year, and the
denominator of which is the balance of the Participant's voluntary contribution
account as of the end of the Plan Year, minus income (or plus losses) allocable
to such account.
(B) The income or loss for the period between the end of the Plan Year and
the date of the distribution allocable to the Participant's voluntary
contribution account multiplied by the fraction described in (A), above.
In lieu of using the formula described in (B), the income or loss for the
period between the end of the Plan Year and the date of the distribution
allocable to Excess Aggregate Contributions for the year may be calculated under
the following alternative method, provided such method is applied on a
consistent basis for all Participants: ten percent (10%) of the amount
determined under (A), above, multiplied by the number of whole calendar months
that have elapsed since the end of the Plan Year. For this purpose, if a
distribution of Excess Aggregate Contributions is made after the 15th day of a
month, that month will be counted as a whole month.
(c) The following definitions apply for purposes of this Section 4.10.:
(i) "Contribution Percentage" means, for a group of Participants, the
average of the following ratios (calculated separately) for each Participant in
the group:
(A) The sum of voluntary contributions made on behalf of each Participant
for the Plan Year; over
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<PAGE>
(B) The Participant's Compensation for that Plan Year, whether or not the
Participant was a Participant for the entire Plan Year.
The Contribution Percentage for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have voluntary employee
contributions or employer matching contributions allocated to his account under
two or more plans described in Section 401(a) of the Code or arrangements
described in Section 401(k) of the Code that are maintained by the employer or
an entity that is required to be aggregated with the employer pursuant to
Sections 414(b), (c), (m), or (o) of the Code will be determined as if all such
contributions were made under a single plan. If a Highly Compensated Employee
participates in two or more arrangements described in Section 401(k) of the Code
that have different plan years, all such arrangements ending with or within the
same calendar year shall be treated as a single arrangement.
For purposes of determining the Contribution Percentage of a Participant
who is a five-percent owner or one of the ten most Highly Compensated Employees,
the Contribution Percentage and compensation of such Participant will include
the Contribution Percentage and Compensation of Family Members, and such Family
Members will be disregarded in determining the Contribution Percentage for
Participants who are Non-Highly Compensated Employees.
Voluntary contributions will be considered made for a Plan Year if made by
the date specified in the applicable regulations and allocated to a
Participant's account for the Plan Year.
The determination and treatment of the Contribution Percentage of any
Participant will satisfy such other requirements as may be prescribed by
Secretary of the Treasury.
In the event that this Plan satisfies the requirements of Sections 401(m),
401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans,
or if one or more other plans satisfy the requirements of such Sections only if
aggregated with this Plan, then this Section 4.10 will be applied by determining
the Contribution Percentages of eligible Participants as if all such plans were
a single plan. For plan years beginning after December 31, 1989, plans may be
aggregated in order to satisfy Section 401(m) of the Code only if they have the
same plan year.
(ii) "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of:
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<PAGE>
(A) The aggregate Contribution Percentage amounts taken into account in
computing the numerator of the Contribution Percentage actually made on behalf
of Highly Compensated Employees for such Plan Year; over
(B) The maximum Contribution Percentage amounts permitted by the
Contribution Percentage limits set forth in this Section 4.10 (determined by
reducing contributions made on behalf of Highly Compensated Employees in order
of their Contribution Percentages beginning with the highest of such
percentages).
(iii) "Family Member" means an individual described in Section 414(q)(6)(B)
of the Code.
(iv) "Highly Compensated Employee" means a highly compensated active
employee or a highly compensated former employee, as described below.
A highly compensated active employee includes any employee who performs
service for the employer during the determination year and who, during the
look-back year: (i)received compensation from the employer in excess of $75,000
(as adjusted pursuant to Section 415(d) of the Code); (ii) received compensation
from the employer in excess of $50,000 (as adjusted pursuant to Section 415(d)
of the Code) and was a member of the top-paid group for such year; or (iii) was
an officer of the employer and received compensation during such year that is
greater than 50 percent of the dollar limitation in effect under Section
415(b)(1)(A) of the Code. The term Highly Compensated Employee also includes:
(i) employees who are both described in the preceding sentence if the term
"determination year" is substituted for the term "look-back year" and the
employee is one of the 100 employees who received the most compensation from the
Employer during the determination year; and (ii) employees who are five percent
owners at any time during the look-back year or determination year.
If no officer has satisfied the compensation requirement of (iii) above
during either a determination year or a look-back year, the highest paid officer
for such year shall be treated as a Highly Compensated Employee.
For this purpose, the determination year shall be the Plan Year. The
look-back shall be the twelve (12)-month period immediately preceding the
determination year.
A highly compensated former employee includes any employee who separated
from service (or was deemed to have separated) prior to the determination year,
performs no service for the employer during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the employee's fifty-fifth (55th)
birthday.
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If an employee is, during a determination year or look-back year, a Family
Member of either a five percent owner who is an active or former employee or a
Highly Compensated Employee who is one of the ten (10) most Highly Compensated
Employees ranked on the basis of compensation paid by the Employer during such
year, then the Family Member and the five percent owner or top-ten (10) Highly
Compensated Employee shall be aggregated. In such case, the Family Member and
five percent owner or top-ten Highly Compensated Employee shall be treated as a
single employee receiving compensation and Plan contributions or benefits equal
to the sum of such compensation and contributions or benefits of the Family
Member and five percent owner or ten (10) most Highly Compensated Employee.
The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of employees in the top-paid group,
the top one hundred (100) employees, a five percent owner, the number of
employees treated as officers and the compensation that is considered, will be
made in accordance with Section 414(q) of the Code and the regulations
thereunder.
(v) "Compensation" means all of an Employee's compensation, as that term is
defined in Article XV, Limitations on Allocations, and shall include elective
contributions that are made by the Employer on behalf of the Employee and which
are not includable in income under Section 125 of the Code. Compensation shall
be subject to the limitation of Section 401(a)(17) of the Code.
ARTICLE V
ALLOCATION OF CONTRIBUTIONS
---------------------------
5.1 A separate and complete accounting shall be maintained for each
Participant which shall set forth the amount credited to or forfeited from his
Employer Contribution Account and his Participant Contribution Account. Employer
contributions and Participant contributions shall be allocated among investment
companies managed by Delaware Management Company, Inc. Each Participant shall
file a written notice with the Committee thereby making an election as to what
proportion of his contributions, including both contributions made by the
Employer and voluntary contributions, shall be allocated to the eligible
investment company funds, as announced from time to time by the Committee. Each
Participant shall have the right to change the investment allocation of his
contributions and his accumulated account balance, in accordance with rules and
procedures as announced from time to time by the Committee, provided changes are
subject to any limitations imposed on the right of exchange by the investment
media.
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5.2 The Employer's contributions and any forfeitures for each Plan Year
shall be credited to the Employer Contribution Accounts of Participants who are
employed by the Employer on the Anniversary Date and allocated in the proportion
that the Plan Compensation of each Participant bears to the total Plan
Compensation of all Participants for such Plan Year. A Participant who
terminates employment on the Anniversary Date shall be treated as employed by
the Employer on the Anniversary Date. All voluntary contributions made by a
Participant prior to August 1, 1991 shall be credited to his Participant
Contribution Account.
5.3 As of the Anniversary Date, each Participant's Employer Contribution
Account and his Participant Contribution Account shall be valued at its fair
market value. For the purposes of paying benefits to a Participant, his accounts
shall be valued on the most recent Valuation Date as determined by the
Administrative Committee.
5.4 Income when earned less expenses, if any, when charged, shall be
credited to or charged against each Participant's account, in accordance with
the self-directed investments selected by the Participant.
5.5 The Committee shall, as of each Anniversary Date, determine the total
amount of forfeitures which accrued during the Plan Year and shall add the
forfeited amount to the Employer's annual contribution for the purposes of
reallocation to the remaining Participants as provided in Section 5.2.
5.6 Any allocation made and credited to the account of a Participant under
this Article shall not cause such Participant to have any right, title or
interest in or to any assets of the Trust Fund except at the time or times, and
under the terms and conditions, expressly provided for in this Plan.
5.7 (a) In the case of a contribution to the Plan which is made by the
Employer because of a mistake of fact, the Employer may, within one year after
the payment of such contribution, withdraw such contribution from the Trust
Fund.
(b) Employer contributions to the Plan are expressly conditioned on the
deductibility of such contributions under Section 404 of the Code. To the extent
such contributions are disallowed, the Employer may, within one year of the
disallowance of the deduction, withdraw such contribution from the Trust Fund.
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ARTICLE VI
RETIREMENT BENEFITS
-------------------
6.1 Upon attaining Normal Retirement Date, a Participant shall have a fully
vested and nonforfeitable right to his entire Employer Contribution Account and
shall be entitled to retire and upon so retiring shall be entitled to the
commencement of the payment of his benefits, consisting of the balance of his
accounts, in accordance with the method of payment elected pursuant to Article
X.
6.2 A Participant who retires after his Normal Retirement Date shall
continue to be a Participant in the Plan until his actual retirement and shall
be eligible to share in the allocation of Employer contributions as provided in
Section 5.2.
ARTICLE VII
DISABILITY BENEFITS
-------------------
7.1 If the employment of a Participant has been terminated prior to his
retirement date because of Total and Permanent Disability, such Participant
shall be entitled to receive his entire Participant Contribution Account and his
entire Employer Contribution Account in accordance with the manner elected under
Article X.
7.2 Upon a Participant's cessation of Total and Permanent Disability and
upon his return to work for Employer before all of his account has been
distributed, no further payments shall be made therefrom by reason of the
disability. A Participant shall have no right or obligation to repay any amount
distributed to him pursuant to Section 7.1.
ARTICLE VIII
DEATH BENEFITS
--------------
8.1 Notwithstanding anything stated in the Plan to the contrary, if a
Participant dies prior to receiving the entire nonforfeitable amount credited to
his accounts, all such undistributed nonforfeitable amounts shall be paid to the
Participant's surviving spouse, unless there is no surviving spouse or the
surviving spouse consents in writing to the payment of death benefits to another
Beneficiary. A spouse's consent must satisfy the following requirements:
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(a) the consent must be in writing;
(b) the consent must be witnessed by a member of the Administrative
Committee or a notary public;
(c) the consent must approve a designation of a specific Beneficiary,
including any class of Beneficiaries or any contingent Beneficiaries, which may
not be changed without spousal consent, or the spouse expressly permits
designations by the Participant without any further spousal consent; and
(d) the consent acknowledges the effect of the Participant's designation of
Beneficiary. If a consent permits designations by the Participant without any
requirement of further consent by such spouse, it must acknowledge that the
spouse has the right to limit consent to a specific Beneficiary and that the
spouse voluntarily elects to relinquish such right.
Written consent of a spouse need not be obtained if the Participant
establishes to the satisfaction of the Committee that there is no spouse or that
the spouse cannot be located. Any such designation may be changed from time to
time by the Participant by filing a new designation with the Committee, provided
the spousal consent requirements above are satisfied.
8.2 Each Participant may file with the Committee a designation of
Beneficiary to receive amounts payable under this Plan upon his death. The
designation may be changed from time to time by the Participant, except that a
married Participant may not name a Beneficiary other than his spouse without a
written consent which satisfies the requirements of Section 8.1. If no
designation has been filed, or all designated Beneficiaries have predeceased the
Participant, then any amounts payable shall be paid to his surviving spouse. If
there is no surviving spouse, any amounts payable shall be paid to his estate.
8.3 If at, after or during the time when a benefit is payable to any
Beneficiary, the Administrative Committee, upon request of the Trustee or at its
own instance, mails by registered or certified mail to the Beneficiary at the
Beneficiary's last known address a written demand for his then address, or for
satisfactory evidence of his continued life or both, and, if the Beneficiary
shall fail to furnish the information to the Committee within 3 years from the
mailing of the demand, then the Committee shall distribute the remaining
benefits to the Beneficiary next entitled thereto under Section 8.3 above as if
the Beneficiary designated by the Participant or Section 8.3 were then deceased.
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ARTICLE IX
OTHER SEPARATION FROM SERVICE
-----------------------------
9.1 (a) If a Participant separates from service other than under Articles
VI, VII or VIII, he shall be entitled to receive a lump sum distribution of his
entire Participant Contribution Account and his entire nonforfeitable Employer
Contribution Account. Such distribution shall be made upon the written request
of the Participant and shall be made as soon as practicable following the
Participant's separation from service, but not later than the close of the
second Plan which such separation occurs.
(b) If the non-forfeitable portion of the Participant's Employer
Contribution Account and his Participant Contribution Account exceeds $3500 (or
ever exceeded $3500 at the time of an earlier distribution), and the Participant
does not consent in writing to receive a lump sum distribution of his accounts
by the close of the second Plan Year following his separation from service, no
distribution shall be made to the Participant until he attains his Normal
Retirement Date. Regardless of whether the Participant consents in writing, if
the non-forfeitable portion of the Participant's Employer Contribution Account
and Participant Contribution Account does not exceed $3500 (or did not exceed
$3500 at the time of a prior distribution), a lump sum distribution shall be
made to the Participant of the entire value of the non-forfeitable portion of
his accounts not later than the end of the second Plan Year following his
separation from service.
(c) If a distribution is made to the Participant of the nonforfeitable
portion of his Employer Contribution Account upon his separation from service,
the non-vested portion of his Account, if any, will be treated as a forfeiture
and reallocated to remaining Participants as provided in Section 5.2. If the
Participant does not receive a distribution of his Employer Contribution Account
upon his separation from service, such Account shall be held for the Participant
until he attains Normal Retirement Date and the non-vested portion of the
Account shall be treated as a forfeiture when the Participant sustains five
consecutive One Year Breaks in Service.
(d) In the event a Participant who is less than fully vested in his
Employer Contribution Account receives a distribution of his vested interest in
such Account upon his separation from service, and such Participant subsequently
returns to employment of the Employer, the Participant's Employer Contribution
Account will be restored to the value of the Account on the date of the
distribution if the Participant repays to the Trustees the full amount of such
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distribution before the earlier of five consecutive One-Year Breaks in Service
or five years after the Participant's date of reemployment. Restoration of the
forfeited amount of a Participant's Account shall be made from forfeitures or
Employer contributions.
9.2 (a) In the event a Participant separates from service with the Employer
for reasons other than retirement, disability, death or a layoff by the
Employer, he shall have a nonforfeitable right to the amount credited to his
Employer Contribution Account in accordance with the following schedule:
Completed Years of Service Percentage
-------------------------- ----------
At least But less than
0 1 0%
1 2 20%
2 3 40%
3 4 60%
4 5 80%
5 or more 100%
(b) A Participant shall have a wholly vested and nonforfeitable right to
his Employer Contribution Account upon separation from service on account of
retirement on or after the Normal Retirement Date, Total and Permanent
Disability, death while in the employ of the Employer or layoff by the Employer.
For purposes of this Section 9.2, the term "layoff" shall mean any involuntary
separation from service other than separation due to cause. If a Participant
separates from service with the Employer, the non-vested portion of his Employer
Contribution Account, if any, shall be forfeited upon the death of the
Participant.
(c) If the Employer amends the Plan in a manner which directly or
indirectly affects the computation of a Participant's nonforfeitable percentage,
each Participant who completes an Hour of Service in any Plan Year beginning
after December 31, 1988 and who has at least three Years of Service may elect
after the adoption of such amendment to have his nonforfeitable interest
computed under the Plan without regard to such amendment. The period during
which the election may be made shall commence the day the amendment is adopted
and shall end on later of:
(i) sixty (60) days after the amendment is adopted;
(ii) sixty (60) days after the amendment becomes effective; or
(iii) sixty (60) days after the Participant is issued written notice of the
amendment by the Employer or the Committee.
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9.3 (a) In the case of a Participant who has a Break in Service, Years of
Service completed before such Break shall not be counted until the Participant
has completed a Year of Service for the purpose of determining his
nonforfeitable percentage of the amount credited to his Employer Contribution
Account after such Break in Service.
(b) Years of Service completed on reemployment and after separation from
service with the Employer in connection with which he has five consecutive One
Year Breaks in Service shall not be counted for purposes of determining such
Participant's nonforfeitable percentage right to amounts credited to his
Employer Contribution Account before such Break in Service.
ARTICLE X
METHOD OF PAYMENT
-----------------
10.1 At the request of a Participant, the form of benefit payments may be
one of the following in cash:
(a) in a lump sum payment; or
(b) in periodic, monthly, quarterly, semi-annual or annual installments
over a period certain not exceeding the Participant's life expectancy or the
joint life expectancy of the Participant and his designated Beneficiary. If
periodic installments are to be paid, a Participant's account shall be invested
in the investment company funds available under the Plan as designated by the
Participant.
If periodic installments are paid over the life expectancy of the
Participant or joint life expectancy of the Participant and a designated
Beneficiary, a Participant may elect, prior to the time distributions begin,
whether or not to have his life expectancy and his Beneficiary's life expectancy
(if the Beneficiary is his spouse) annually recalculated. In the absence of such
election, life expectancies will not be recalculated.
10.2 In no event shall payments of benefits under this Plan commence later
than sixty (60) days after the close of the Plan Year in which the latest of the
following events occur:
(a) the Participant attains age sixty-five (65); or
(b) the Participant completes ten years of participation in the Plan; or
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(c) the termination of the Participant's service with the Employer.
10.3 (a) Notwithstanding the other requirements of this Plan, distributions
on behalf of any Participant, including a five percent (5%) owner, may be made
in accordance with all of the following requirements (regardless of when such
distribution commences):
(i) The distribution by the Trust Fund is one which would not have
disqualified such Trust under Section 401(a)(9) of the Code as in effect prior
to amendment by the Deficit Reduction Act of 1984.
(ii) The distribution is in accordance with a method of distribution
designated by the Participant whose interest is being distributed or, if the
Participant is deceased, by a Beneficiary of such Participant.
(iii) Such designation was in writing, was signed by the Participant or the
Beneficiary, and was made before January 1, 1984.
(iv) The Participant had accrued a benefit under the Plan as of December
31, 1983.
(v) The method of distribution designated by the Participant or the
Beneficiary specifies the time at which distribution will commence, the period
over which distributions will be made, and in the case of any distribution upon
the Participant's death, the Beneficiaries of the Participant listed in order of
priority.
(b) A distribution upon death will not be covered by this Section unless
the information in the designation contains the required information described
above with the respect to the distributions to be made upon the death of the
Participant.
(c) For any distribution which commenced before January 1, 1984, but
continues after December 31, 1983, the Participant, or the Beneficiary, to whom
such distribution is being made, will be presumed to have designated the method
of distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirements in subsections (a)(i) and (v) above.
(d) If a designation is revoked, any subsequent distribution must satisfy
the requirements of Section 401(a)(9) of the Code. Any changes in the
designation will be considered to be revocation of the designation. However, the
mere substitution or addition of another Beneficiary (one not named in the
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designation) under the designation will not be considered to be revocation
of the designation, so long as such substitution or addition does not alter the
period over which distributions are to be made under the designation, either
directly or indirectly (for example, by altering the relevant measuring life).
10.4 Required Distributions. All distributions required under this Section
10.4 shall be determined and made in accordance with the proposed regulations
under Section 401(a)(9) of the Code, including the minimum distribution
incidental benefit requirement of Section 1.401(a)(9)-2 of the proposed
regulations.
(a) Required beginning date. The entire interest of a Participant must be
distributed or begin to be distributed no later than the Participant's required
beginning date.
(b) Limits on Distribution Periods. As of the first distribution calendar
year, distributions, if not made in a single-sum, may only be made over one of
the following periods (or a combination thereof):
(1) a period certain not extending beyond the life expectancy of the
Participant, or
(2) a period certain not extending beyond the joint and last survivor
expectancy of the Participant and a designated beneficiary.
(c) Determination of amount to be distributed each year. If the
Participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the required
beginning date:
(1) If a Participant's benefit is to be distributed over (i) a period not
extending beyond the life expectancy of the Participant or the joint life and
last survivor expectancy of the Participant and the Participant's designated
beneficiary or (ii) a period not extending beyond the life expectancy of the
designated beneficiary, the amount required to be distributed for each calendar
year, beginning with distributions for the first distribution calendar year,
must at least equal the quotient obtained by dividing the Participant's benefit
by the applicable life expectancy.
(2) For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the designated beneficiary, the method of
distribution selected must assure that at least fifty percent (50%) of the
present value of the amount available for distribution is paid within the life
expectancy of the Participant.
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(3) For calendar years beginning after December 31, 1988, the amount to be
distributed each year, beginning with distributions for the first distribution
calendar year, shall not be less than the quotient obtained by dividing the
Participant's benefit by the lesser of (1) the applicable life expectancy or (2)
if the Participant's spouse is not the designated beneficiary, the applicable
divisor determined from the table set forth in Q&A-4 of Section 1.401(a)(9)-2 of
the proposed regulations. Distributions after the death of the Participant shall
be distributed using the applicable life expectancy in (c)(i)(A) above as the
relevant divisor without regard to proposed regulations Section 1.401(a)(9)-2.
(4) The minimum distribution required for the Participant's first
distribution calendar year must be made on or before the Participant's required
beginning date. The minimum distribution for other calendar years, including the
minimum distribution for the distribution calendar year in which the
Participant's required beginning date occurs, must be made on or before December
31 of that distribution calendar year.
(d) Death Distribution Provisions.
(1) Distribution beginning before death. If the Participant dies after
distribution of his or her interest has begun, the remaining portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.
(2) Distribution beginning after death. If the Participant dies before
distribution of his or her interest begins, distribution of the Participant's
entire interest shall be completed by December 31 of the calendar year
containing the fifth (5th) anniversary of the Participant's death except to the
extent that the Participant or his designated beneficiary elects to receive
distributions in accordance with (i) or (ii) below:
(i) if any portion of the Participant's interest is payable to a designated
beneficiary, distributions may be made over a period certain not greater than
the life expectancy of the designated beneficiary commencing on or before
December 31 of the calendar year immediately following the calendar year in
which the Participant died;
(ii) if the designated beneficiary is the Participant's surviving spouse,
the date distributions are required to begin in accordance with (i) above shall
not be earlier than the later of (1) December 31 of the calendar year
immediately following the calendar year in which the Participant died and (2)
December 31 of the calendar year in which the Participant would have attained
age 70 1/2.
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If the Participant has not made an election pursuant to Section 10.4(d)(2)
by the time of his or her death, the Participant's designated beneficiary must
elect the method of distribution no later than the earlier of (1) December 31 of
the calendar year in which distributions would be required to begin under this
Section 10.4(d), or (2) December 31 of the calendar year which contains the
fifth (5th) anniversary of the date of death of the Participant. If the
Participant has no designated beneficiary, or if the designated beneficiary does
not elect a method of distribution, distribution of the Participant's entire
interest must be completed by December 31 of the calendar year containing the
fifth (5th) anniversary of the Participant's death.
(3) For purposes of Section 10.4(d)(2) above, if the surviving spouse dies
after the Participant, but before payments to such spouse begin, the provisions
of Section 10.4(d)(2), with the exception of subparagraph (ii) therein, shall be
applied as if the surviving spouse were the Participant.
(4) For purposes of Section 10.4(d), distribution of a Participant's
interest is considered to begin on the Participant's required beginning date
(or, if Section 10.4(d)(3) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to Section 10.4(d)(3) above).
(e) Definitions.
(1) Applicable life expectancy. The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of the Participant (or
designated beneficiary) as of the Participant's (or designated beneficiary's)
birthday in the applicable calendar year reduced by one for each calendar year
which has elapsed since the date life expectancy was first calculated. If life
expectancy is being recalculated, the applicable life expectancy will be the
life expectancy as so recalculated. The applicable calendar year shall be the
first distribution calendar year and if life expectancy is being recalculated,
such succeeding calendar year.
(2) Designated beneficiary. The individual who is designated as the
beneficiary under the Plan in accordance with Section 401(a)(9) and the proposed
regulations thereunder.
(3) Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Participant's required beginning
date. For distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin pursuant to Section 10.4(d) above.
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(4) Life expectancy. Life expectancy and joint and last survivor expectancy
are computed by use of the expected return multiples in Tables V and VI of
Section 1.72-9 of the income tax regulations. Unless otherwise elected by the
Participant by the time distributions are required to begin, life expectancies
shall not be recalculated annually. Such election shall be irrevocable as to the
Participant (or spouse) and shall apply to all subsequent years. The life
expectancy of a nonspouse designated beneficiary may not be recalculated. A
spousal designated beneficiary may not elect to have his or her life expectancy
recalculated with respect to any distribution paid pursuant to Section
10.4(d)(2).
(5) Participant's benefit.
(i) The Participant's account balance as of the last valuation date in the
calendar year immediately preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions or forfeitures
allocated to the account balance as of dates in the valuation calendar year
after the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date.
(ii) For purposes of paragraph (i) above, if any portion of the minimum
distribution for the first distribution calendar year is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year shall
be treated as if it had been made in the immediately preceding distribution
calendar year.
(6) Required beginning date.
(i) General rule. The required beginning date of a Participant is the first
day of April of the calendar year following the calendar year in which the
Participant attains age 70 1/2.
(ii) Transitional rules. The required beginning date of a Participant who
attains age 70 1/2 before January 1, 1988, shall be determined in accordance
with (A) or (B) below:
(A) Non-five (5)-percent owners. The required beginning date of a
Participant who is not a five (5)-percent owner is the first day of April of the
calendar year following the calendar year in which the later of retirement or
attainment of age 70 1/2 occurs.
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(B) Five (5)-percent owners. The required beginning date of a Participant
who is a five (5)-percent owner during any year beginning after December 31,
1979, is the first day of April following the later of:
(I) the calendar year in which the Participant attains age 70 1/2, or
(II) the earlier of the calendar year with or within which ends the Plan
Year in which the Participant becomes a five (5)-percent owner, or the calendar
year in which the Participant retires.
The required beginning date of a Participant who is not a five (5)-percent
owner who attains age 70 1/2 during 1988 and who has not retired as of January
1, 1989, is April 1, 1990.
(iii) Five (5)-percent owner. A Participant is treated as a five
(5)-percent owner for purposes of this section if such Participant is a five
(5)-percent owner as defined in Section 416(i) of the Code (determined in
accordance with Section 416 but without regard to whether the Plan is top-heavy)
at any time during the Plan Year ending with or within the calendar year in
which such owner attains age 66 1/2 or any subsequent Plan Year.
(iv) Once distributions have begun to a five (5)-percent owner under this
section, they must continue to be distributed, even if the Participant ceases to
be a five (5)-percent owner in a subsequent year.
10.5 Restrictions on Distributions Prior to Normal Retirement Date. If the
value of a Participant's vested account balance exceeds (or at the time of any
prior distribution exceeded) $3,500, the Participant must consent to any
distribution made to him before he attains the Normal Retirement Date. The
consent of the Participant shall be obtained in writing within the 90-day period
ending on the date benefits are paid. The Committee shall notify the Participant
of his right to defer any distribution until the Participant attains the Normal
Retirement Date (or would have attained the Normal Retirement Date if not
deceased). Such notification shall include a general description of the material
features, and an explanation of the relative values of, the optional forms of
benefit available under the Plan in a manner that would satisfy the notice
requirements of Section 417(a)(3) of the Code below, and shall be provided no
less than 30 days and no more than 90 days prior to the date benefits are paid.
The consent of the Participant shall not be required to the extent that a
distribution is required to satisfy Sections 401(a)(9) or 415 of the Code. A
distribution may be paid to the Participant less than 30 days after the notice
described in this Section 10.5 is given to him, provided that the Administrative
Committee clearly informs the Participant that he has the right to a period of
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at least 30 days after receiving the notice to consider the decision of
whether or not to elect the distribution and the Participant, after receiving
the notice, affirmatively elects to receive a distribution. In addition, subject
to Section 10.7, upon termination of this Plan, the Participant's entire account
balance may be distributed without the Participant's consent to the Participant
or transferred to another defined contribution plan (other than an employee
stock ownership plan, as defined in Section 4975(e)(7) of the Code) within the
same controlled group as the Employer.
10.6 Withdrawals upon Attainment of Age 59-1/2. Upon the attainment of age
59-1/2, a Participant who is fully vested in his Employer Contribution Account
will be entitled to withdraw once a Plan Year all or any portion of his account
balance in a single sum. Any withdrawal by a Participant under this Section 10.6
will be made only after the Participant files a written request with the
Administrative Committee pursuant to such terms and conditions as the Committee
may prescribe.
10.7 Direct Rollovers
(a) This Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section, a distributee may elect, at
the time and in the manner prescribed by the Administrative Committee to have
any portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.
(b) Definitions.
(i) Eligible rollover distribution: An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under section 401(a)(9) of the Code; and the portion of any
distribution that is not includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).
(ii) Eligible retirement plan: An eligible retirement plan is an individual
retirement account described in section 408(a) of the Code, an individual
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retirement annuity described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.
(iii) Distributee: A distributee includes an Employee or former Employee.
In addition, the Employee's or former Employee's surviving spouse or former
spouse who is the alternate payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse.
(iv) Direct rollover: A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.
ARTICLE XI
ADMINISTRATION OF PLAN
----------------------
11.1 (a) This Plan shall be administered by a Committee which shall consist
of not less than two nor more than five members.
(b) The Committee shall serve without compensation from the Plan. Vacancies
may be filled by the Chief Executive Officer of Delaware Group Delaware Fund,
Inc. on an interim basis, until action to fill the vacancy is taken by the Board
of Directors of Delaware Group Delaware Fund, Inc.
(c) The Committee:
(1) shall act by affirmative vote of a majority of its members at a meeting
called with five days notice or in writing without a meeting;
(2) shall appoint a Secretary who may be but need not be one of its own
members. He shall keep complete records of the administration of the Plan;
(3) may authorize each and any one of its members to perform routine acts
and to sign documents on its behalf.
11.2 The Committee may appoint such persons or committees, employ such
attorneys, agents, accountants, investment managers, consultants, actuaries, and
other specialists as it deems necessary or desirable to advise or assist
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it in the performance of its duties hereunder and the Committee may rely upon
their respective written opinions or certificates. To the extent such persons
are empowered by written notification from the Committee to perform duties
defined in ERISA as fiduciary duties, such empowerment shall constitute a
delegation of fiduciary responsibility for purposes of determining the
co-fiduciary liability under ERISA. The Committee shall review the performance
of any such persons periodically.
11.3 Administration of the Plan shall consist of interpreting and carrying
out the provisions of this Plan. The Committee shall determine the eligibility
of Employees to participate in this Plan, their rights while Participants in
this Plan and the nature and amount of benefits to be received therefrom. The
Committee shall decide any disputes which may arise under this Plan and the
Trust Agreement. The Committee may provide rules and regulations for the
administration of the Plan consistent with its terms and provisions. Any
construction or interpretation of the Plan and any determination of fact in
administering the Plan made in good faith by the Committee shall be final and
conclusive for all Plan purposes. The Committee shall have the discretionary
authority to determine eligibility for benefits and to construe the terms of the
Plan.
11.4 (a) The Committee shall prescribe a form for the presentation of
claims under the terms of this Plan and/or Trust Agreement.
(b) Upon presentation to the Committee of a claim on the prescribed form,
the Committee shall make a determination of the validity thereof. If the
determination is adverse to the claimant, the Committee shall furnish to the
claimant within 90 days after the receipt of the claim a written notice setting
forth the following:
(1) The specific reason or reasons for the denial;
(2) Specific reference to pertinent provisions of the Plan on which the
denial is based;
(3) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary; and
(4) Appropriate information as to the steps to be taken if the claimant
wishes to submit his or her claim for review.
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(c) In the event of a denial of a claim, the claimant or his duly
authorized representative may appeal such denial to the Committee for a full and
fair review of the adverse determination. Claimant's request for review must be
in writing and made to the Committee within 60 days after receipt by claimant of
the written notification required under Section 11.4(b); provided, however, such
60 day period shall be extended if circumstances so warrant. Claimant or his
duly authorized representative may submit issues and comments in writing which
shall be given full consideration by the Committee in his review.
(d) The Committee may, in its sole discretion, conduct a hearing. A request
for a hearing made by claimant will be given full consideration. At such
hearing, the claimant shall be entitled to appear and present evidence and be
represented by counsel.
(e) A decision on a request for review shall be made by the Committee not
later than 60 days after receipt of the request; provided, however, in the event
of a hearing or other special circumstances, such decision shall be made not
later than 120 days after receipt of such request. If it is necessary to extend
the period of time for making a decision beyond 60 days after the receipt of the
request, the claimant shall be notified in writing of the extension of time
prior to the beginning of such extension.
(f) The Committee's decision on review shall state in writing the specific
reasons and references to the Plan provisions on which it is based. Such
decision shall be promptly provided to the claimant. If the decision on review
is not furnished in accordance with the foregoing, the claim shall be deemed
denied on review.
11.5 The Committee shall have the power to allocate its responsibilities
among its several members, except that all matters involving the hearing of and
decision on the claims and the review of the determination of benefits shall be
made by the full Committee; provided, however, that no member of the Committee
shall participate in any matter relating solely to himself.
11.6 To the extent required by law, the Committee shall give notice in
writing to all interested parties of any amendment of this Plan and/or Trust
Agreement and of any application to any government agency for any determination
of the effect of any such amendment on the Plan within the jurisdiction of that
agency.
11.7 (a) The Committee shall administer the Plan and the Trust Agreement
forming a part thereof under uniform rules of general application.
(b) The Committee or any member thereof:
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(1) May serve under the Plan and/or the Trust Agreement in one or more
fiduciary capacities, as that term is defined in ERISA; and
(2) May resign by giving written notice thereof to the Chief Executive
Officer of Delaware Group Delaware Fund, Inc. not less than fifteen (15) days
before the effective date of such resignation; and
(3) May be removed at any time, without cause, by the Board of Directors of
Delaware Group Delaware Fund, Inc.
ARTICLE XII
AMENDMENT, CONSOLIDATION, MERGER OR TERMINATION
-----------------------------------------------
12.1 Delaware Group Delaware Fund, Inc. may amend the Plan and the Trust
Agreement in any manner and at any time by action of its Board of Directors;
provided, however, that no amendment shall deprive any Participant or his
Beneficiary of any vested interest he may have hereunder unless the amendment is
for the purpose of conforming the Plan to the requirements of the Code or any
other applicable law. No amendment which affects the rights, responsibilities or
duties of the Trustee may be made without the Trustee's written consent. No
amendment shall be made to the Plan which has the effect of eliminating or
reducing an early retirement benefit or a retirement-type subsidy, eliminating
an optional form of benefit or decreasing a Participant's account balance with
respect to benefits attributable to service before the amendment. Further, if
the vesting schedule of the Plan is amended, in the case of an Employee who is a
Participant as of the later of the date such amendment is adopted or the date it
becomes effective, the nonforfeitable percentage (determined as of such date) of
such Employee's right to his Employer derived account balance will not be less
than his percentage computed under the Plan without regard to such amendment.
12.2 Any Participant on the effective date of an amendment who is not
actively participating in the Plan on such effective date shall not benefit from
an amendment unless otherwise required by law or unless such amendment is
specifically made applicable to such Participant.
12.3 In the event of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, each Participant shall be entitled to
a benefit after the merger, consolidation or transfer (if the Plan then
terminated) which is not less than the benefits he would have been entitled to
receive immediately before the merger, consolidation or transfer (if the Plan
had then terminated).
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12.4 The Employer intends to continue the Plan indefinitely but reserves
the right to discontinue contributions, terminate or partially terminate the
Plan at any time. In the event of a complete discontinuance of contributions,
termination or partial termination of the Plan, the interests of all
Participants affected shall become nonforfeitable. Upon termination of the Plan,
the Employer shall in its complete discretion notify the Trustee to either hold
all assets of the Trust Fund and make payments in accordance with the terms of
the Plan or distribute to each Participant his net account balance in a lump sum
payment in cash or kind. The Employer's contribution to the Trust Fund or the
income thereof shall not be paid to, or shall not revert to Employer and shall
not be used for any purpose other than the exclusive benefit of the Participants
or their Beneficiaries.
ARTICLE XIII
MISCELLANEOUS
-------------
13.1 To the extent permitted by law, it is a condition of the Plan that the
benefits provided hereunder shall not be subject to assignment, anticipation,
alienation, attachment, levy or transfer, and any attempt to do so shall not be
recognized. The preceding sentence shall also apply to the creation, assignment
or recognition of a right to any benefit payable with respect to a Participant
pursuant to a domestic relations order, unless such order is determined to be a
qualified domestic relations order as defined in Section 414(p) of the Code. If
provided by the terms of a qualified domestic relations order, a distribution of
benefits may be made from the Plan to the alternate payee under such order in a
single lump sum as soon as practicable following the determination by the
Administrative Committee that the order constitutes a qualified domestic
relations order. Payment of benefits may be made to the alternate payee even
though the Participant identified in the order has not attained the earliest
retirement age under the Plan. For purposes of this Section 13.1, the "earliest
retirement age" means the earlier of (i) the date in which the Participant is
entitled to a distribution under the Plan or (ii) the later of the date the
Participant attains age 50 or the earliest date on which the Participant would
begin receiving benefits if the Participant separated from service.
13.2 Nothing herein contained shall be deemed to give any Employee the
right to be retained in the employ of Employer or to interfere with the right of
the Employer to discharge any Employee at any time, nor shall it be deemed to
give the Employer the right to require any Employee to remain in its employ, nor
shall it interfere with the Employee's right to terminate his employment at any
time.
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13.3 All expenses incurred by the Trustees in the administration of the
Fund, including but not limited to the compensation of counsel, accountants,
Trustees, other agents or fiduciaries, shall be charged against the Employer,
unless otherwise paid by the Fund.
13.4 This Plan shall be interpreted in accordance with the laws of the
Commonwealth of Pennsylvania, except to the extent superseded by ERISA as in
effect from time to time.
ARTICLE XIV
LOANS
-----
14.1 The Committee, in its sole discretion, may direct the Trustees to make
a loan to a Participant, who is a party-in-interest, as defined in Section 3(14)
of ERISA, from the Participant's account balance upon receipt of a written
request from the Participant. The total amount of any such loan (when added to
the outstanding balance of all other loans to the Participant under the Plan or
any other qualified plan of the Employer) shall not exceed the lesser of $50,000
or 50% of the Participant's vested account balance. The $50,000 limitation shall
be reduced by the excess, if any, of the highest outstanding balance of loans to
the Participant from the Plan during the one-year period ending on the day
before the date on which such loan was made over the outstanding balance of
loans from the Plan to the Participant on the date that such loan was made.
14.2 A request by a Participant for a loan shall be made in writing to the
Committee and shall specify the amount of the loan. The terms and conditions on
which the Committee shall approve loans under the Plan shall be applied on a
reasonably equivalent basis with respect to all Participants. If a Participant's
request for a loan is approved by the Committee, the Committee shall furnish the
Trustees with written instructions directing the Trustees to make the loan in a
lump sum payment of cash to the Participant. In making any loan payment under
this Article XIV, the Trustees shall be fully entitled to rely on the
instructions furnished by the Committee, and shall be under no duty to make any
inquiry or investigation with respect thereto.
14.3 Loans shall be made on such terms and subject to such limitations as
the Committee may prescribe from time to time, provided that any such loan shall
be evidenced by a written note, shall bear a reasonable rate of interest on the
unpaid principal thereof, shall be adequately secured, and shall be repaid by
the Participant over a period not to exceed five years.
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14.4 Any loan to a Participant under the Plan shall be secured by the
pledge of not more than 50% percent of the Participant's right, title and
interest in his vested account balance. Such pledge shall be evidenced by the
execution of a promissory note by the Participant.
14.5 The Committee shall have the sole responsibility for insuring that a
Participant timely makes all loan repayments, and for notifying the Trustees in
the event of any default by the Participant on the loan. Each loan repayment
shall be paid to the Trustees, and shall be accompanied by written instructions
from the Committee that identifies the Participant on whose behalf the loan
repayment is being made. Repayment of loans shall be made solely by means of
payroll deductions, or such other manner approved by the Committee.
14.6 In the event of a default by a Participant on a loan repayment, all
remaining principal payments on the loan shall be immediately due and payable.
The Committee shall be authorized (to the extent permitted by law) to take any
and all actions necessary and appropriate to enforce collection of an unpaid
loan. However, in the event of a default, foreclosure on the note and attachment
of security will not occur until a distributable event occurs under the Plan.
14.7 Upon the occurrence of a Participant's retirement or death, or earlier
distribution of benefits, the unpaid balance of any loan, including any unpaid
interest, shall be deducted from any payment or distribution from the Trust Fund
to which such Participant or his Beneficiary may be entitled and his vested
interest in his account shall be reduced.
14.8 A loan to a Participant shall be considered an investment of the
separate account(s) of the Participant from which the loan is made. All loan
repayments shall be credited to such separate account(s) and reinvested in the
investment company fund designated by the Participant.
14.9 A loan may not be made to a Participant who owns (or is considered as
owning within the meaning of Section 318(a)(1) of the Internal Revenue Code)
more than 5% of the outstanding stock of the Employer.
14.10 For loans granted or renewed on or after the last day of first Plan
Year beginning on or after January 1, 1989, the Committee shall issue written
loan guidelines, which shall form part of the Plan, describing the procedures
and conditions for making loans, and may revise those guidelines at any time,
and for any reason.
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ARTICLE XV
LIMITATIONS ON ALLOCATIONS
--------------------------
15.1 The provisions of this Article XV shall be effective for limitation
years beginning after December 31, 1986.
(a) Notwithstanding any provisions of this Plan to the contrary, the annual
additions which may be credited to a Participant's account for any limitation
year will not exceed the lesser of the maximum permissible amount or any other
limitation contained in this Plan.
(b) As soon as is administratively feasible after the end of the limitation
year, the maximum permissible amount for the limitation year will be determined
on the basis of the Participant's actual compensation for the limitation year.
(c) In the event that it is determined that because of the allocation of
forfeitures, a reasonable error in estimating a Participant's annual
compensation or under other limited facts and circumstances permitted by the
Commissioner of the Internal Revenue Service, if there is an excess amount the
excess will be disposed of as follows:
(1) If the Participant is covered by the Plan at the end of the limitation
year, the excess amount shall be used to reduce employer contributions
(including any allocation of forfeitures) for such Participant in the next
limitation year, and each succeeding limitation year if necessary;
(2) If the Participant is not covered by the Plan at the end of the
limitation year, the excess amount will be held unallocated in a suspense
account. The suspense account will be applied to reduce future employer
contributions (including allocation of any forfeitures) for all remaining
Participants in the next limitation year, and each succeeding limitation year if
necessary;
(3) If a suspense account is in existence at any time during the limitation
year pursuant to this Section, it will not participate in the allocation of
investment gains and losses. The entire amount allocated to Participants from a
suspense account, including any such gains or other income or less any losses is
considered an annual addition.
(d) For the purpose of applying the limitations under this Article, all
defined contribution plans maintained by the employer are to be considered as a
single plan.
15.2 Definitions. For purposes of this Article only, the following
definitions and rules of interpretation will apply:
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(a) "annual additions" -- The sum of the following amounts credited to a
Participant's account for the limitation year:
(1) employer contributions;
(2) forfeitures;
(3) voluntary Employee contributions;
(4) amounts allocated after March 31, 1984, to an individual medical
account, as defined in Section 415(1)(1) of the Code, which is part of a pension
or annuity maintained by the employer;
(5) amounts derived from contributions paid or accrued after December 31,
1985, in taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee, as defined in Section 419A(d)(3) of the Code, under a welfare benefit
fund as defined in Section 419(e) of the Code, maintained by the employer; and
(6) excess amounts applied under this Article in the limitation year to
reduce employer contributions.
(b) "compensation" -- a Participant's earned income, wages, salaries, and
fees for professional services and other amounts received (without regard to
whether an amount is paid in cash) for personal services actually rendered in
the course of employment with the employer to the extent that the amounts are
includable in gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements and expense allowances), and excluding the following:
(1) Employer contributions to a plan of deferred compensation which are not
includable in the Employee's gross income for the taxable year in which
contributed, or Employer contributions under a simplified employee pension to
the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
(2) Amounts realized from the exercise of a nonqualified stock option, or
when restricted stock (or property) held by the Employee either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture;
(3) Amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and
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(4) Other amounts which received special tax benefits, or contributions
made by the employer (whether or not under a salary reduction agreement) towards
the purchase of an annuity described in Section 403(b) of the Code (whether or
not the amounts are actually excludable from the gross income of the Employee);
and
(5) Any contribution for medical benefits (within the meaning of Section
419A(f)(2) of the Code) after separation from service which is otherwise treated
as an annual addition; and
(6) Any amount otherwise treated as an annual addition under Section
415(i)(1) of the Code.
For purposes of applying the limitations of this Article, compensation for
a limitation year is the compensation actually paid or includable in gross
income during such year.
Notwithstanding the preceding sentence, compensation for a Participant who
is permanently and totally disabled (as defined in Section 37(e)(3) of the Code)
is the compensation such Participant would have received for the limitation year
if the Participant had been paid at the rate of compensation paid immediately
before becoming permanently and totally disabled; such imputed compensation for
the disabled Participant may be taken into account only if the Participant is
not an officer, an owner, or highly compensated, and contributions made on
behalf of such Participant are nonforfeitable when made.
(c) "employer" -- The Employer that adopts this Plan, and all members of a
controlled group of corporations (as defined in Section 414(b) of the Code as
modified by Section 415(h) of the Code), all commonly controlled trades or
businesses (as defined in Section 414(c) of the Code as modified by Section
415(h) of the Code), or affiliated service groups (as defined in Section 414(m)
of the Code) of which the adopting Employer is a part.
(d) "excess amount" -- The excess of the Participant's annual additions for
the limitation year over the maximum permissible amount.
(e) "limitation year" -- Effective April 2, 1989, the twelve-month period
beginning April 2 and ending April 1. Prior to April 2, 1989, the limitation
year is the twelve-month period from November 1 through the following October
31, except the limitation year beginning November 1, 1988 shall end April 1,
1989.
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(f) "maximum permissible amount" -- The lesser of $30,000 (or, if greater,
1/4 of the dollar limitation in effect under Section 415(b)(1)(A) of the Code)
or twenty-five percent (25%) of the Participant's compensation for the
limitation year.
ARTICLE XVI
TOP HEAVY DEFINITIONS AND RULES
-------------------------------
16.1 Key employee. An Employee or former Employee, (or the Beneficiary of
such an Employee or former Employee) who at any time during the determination
period was:
(a) An officer of the Employer having an annual compensation greater than
fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the
Code for any such Plan Year;
(b) One of the ten Employees having annual compensation from the Employer
of more than the limitation in effect under Section 415(c)(1)(A) of the Code and
owning (or considered as owning within the meaning of Section 318 of the Code)
the largest interests in the Employer;
(c) A person owning (or considered as owning within the meaning of Section
318 of the Code) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more then five percent (5%) of the total combined
voting power of ail stock of the Employer, or
(d) A person who has annual compensation from the Employer of more than
$150,000 and who would be described in (c) hereof if one percent (1%) were
substituted for five percent (5%).
For purposes of (a) above, no more than fifty (50) Employees (or, if lesser, the
greater of three or ten percent of the Employees will be treated as officers.)
For purposes of (b), if two Employees have the same interest in the Employer,
the Employee having greater annual compensation from the Employer will be
treated as having a larger interest. For purposes of this Article the term
"compensation" shall have the same meaning as provided for in Article XV.
The determination period is the Plan Year containing the determination date
as defined in Section 16.8, and the four (4) preceding Plan Years. The
determination of who is a key employee will be made in accordance with the rules
and regulations under Section 416(i)(1) of the Code.
16.2 Non-key employee. Any Employee who is not a key employee. In addition,
any Beneficiary of a non-key employee will be treated as a non-key employee.
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16.3 Permissive aggregation group. The required aggregation group of plans
plus any other plan or plans of the Employer, which considered as a group with
the required aggregation group, would continue to satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.
16.4 Required aggregation group.
(a) Each qualified plan of the Employer in which at least one key employee
participates or participated at any time during the determination period
(regardless of whether the plan has terminated), and
(b) Any other qualified plan of the Employer which enables a plan described
in (a) to meet the requirements of Sections 401 (a)(4) and 410 of the Code.
16.5 Top-heavy plan. This Plan is top-heavy for any Plan Year if any of the
following conditions exist;
(a) If the top-heavy ratio for this Plan exceeds sixty percent (60%) and
this Plan is not part of any required aggregation group or permissive
aggregation group of plans.
(b) If this Plan is part of a required aggregation group of plans but not
part of a permissive aggregation group and the top-heavy ratio for the required
aggregation group of plans exceeds sixty percent (60%).
(c) If this Plan is a part of a permissive aggregation group of plans and
the top-heavy ratio for the required aggregation group exceeds sixty percent
(60%) and the top-heavy ratio for the permissive aggregation group exceeds sixty
percent (60%).
16.6 Super top-heavy plan. For any Plan Year in which this Plan would be a
Top-Heavy Plan pursuant to Section 16.5 above if "ninety percent (90%)" were
substituted for "sixty percent (60%)" at each place where "sixty percent (60%)"
appears therein.
16.7 Top-heavy ratio.
(a) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and has not maintained any
defined benefit plan which during the five (5) year period ending on the
determination date has or has had accrued benefits, the top-heavy ratio for this
Plan alone or for the required or permissive aggregation group as appropriate is
a fraction, the numerator of which is the sum of the account balances of all key
employees as of the determination date (including any part of any account
balance distributed in the five (5) year period ending on the determination
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date), and the denominator of which is the sum of all account balances
(including any part of any account balance distributed in the five (5) Year
period ending on the determination date), both computed in accordance with
Section 416 of the Code and the regulations thereunder. Both the numerator and
denominator of the top-heavy ratio are increased to reflect any contribution not
actually made as of the determination date, but which is required to be taken
into account on that date under Section 416 of the Code and the regulations
thereunder.
(b) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and maintains or has maintained
one or more defined benefit plans which during the five (5) year period ending
on the Determination Date has or has had any accrued benefits, the top-heavy
ratio for any required or permissive aggregation group as appropriate is a
fraction, the numerator of which is the sum of account balances under the
aggregated defined contribution plan or plans for all key employees determined
in accordance with (2) above, and the present value of accrued benefits under
the aggregated defined benefit plan or plans for all key employees as of the
determination date, and the denominator of which is the sum of the account
balances under the aggregated defined contribution plan or plans for all
Participants, determined in accordance with (a) above, and the present value of
accrued benefits under the aggregated defined benefit plan or plans for all
Participants as of the determination dates, all determined in accordance with
Section 416 of the Code and the regulations thereunder. The accrued benefits
under a defined benefit plan in both the numerator and denominator of the
top-heavy ratio are increased for any distribution of an accrued benefit made in
the five year period ending on the determination date.
(c) For the purposes of (a) and (b) above, the value of account balances
and the present value of accrued benefits will be determined as of the most
recent valuation date that falls within or ends with the twelve (12) month
period ending on the determination date, except as provided in Section 416 of
the Code and the regulations thereunder for the first and second plan years of a
defined benefit plan. The account balances and accrued benefits of a Participant
(1) who is a non-key employee but who was a key employee in a prior year, or (2)
who has not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the five (5) year period ending on the
determination date will be disregarded. The calculation of the top-heavy ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
regulations thereunder. When aggregating plans the value of account balances and
accrued benefits will be calculated with reference to the determination dates
that fall within the same calendar year. If any individual has not received
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any compensation from any employer maintaining the plan (other than benefits
under the Plan) at any time during the five (5) year period ending on the
determination date, any accrued benefit for such individual (and the account
of such individual) will not be taken into account.
Effective for Plan Years beginning after December 31, 1986, the accrued
benefit of a Participant other than a key employee shall be determined under (i)
the method, if any, that uniformly applies for accrual purposes under all
defined benefit plans maintained by the Employer or (ii) if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.
16.8 Determination date. With respect to any Plan Year subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first Plan
Year of the Plan, the last day of that Plan Year.
16.9 Valuation date. The last day of the Plan Year.
16.10 Present value. Present value will be based upon the interest and
mortality rates specified in the Employer's defined benefit plan.
16.11 Minimum Allocation.
(a) If in any Plan Year the Plan is a Top Heavy Plan and the Employer does
not maintain any qualified defined benefit plan in addition to this Plan, except
as provided in (b) and (c) below, the Employer contributions and forfeitures
allocated on behalf of any Participant who is a non-key employee will not be
less than the lesser of three percent (3%) of such Participant's compensation or
the largest percentage of Employer contributions and forfeitures, as a
percentage of the first $200,000 of the key employee's compensation (as defined
in Section 15.2(b)), and as limited by Section 401(a)(17) of the Code, allocated
on behalf of any key employee for that year. The minimum allocation is
determined without regard to any Social Security contributions. This minimum
allocation will be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an allocation, or would
have received a lesser allocation for the year because of the Participant's
failure to complete 1,000 Hours of Service. The minimum allocation (if any)
required under this paragraph (a) shall be made to this Plan only to the extent
such allocation is not made for the Participant under any other defined
contribution plan(s) maintained by the Employer.
-42-
<PAGE>
(b) In the event the Employer maintains a qualified defined benefit plan(s)
in addition to this Plan, the Employer will provide a minimum allocation at
least equal to five percent (5%) of compensation (as defined in Section 15.2(b))
to each non-key employee, entitled under (a) above to receive a minimum
allocation, who is covered under this Plan and the qualified defined benefit
plan(s). If this Plan enables a defined benefit plan to meet the requirements of
Section 401(a) or 410 of the Code, the minimum allocation described in (a) above
must be at least three percent (3%) of a Participant's compensation, regardless
of the largest percentage of Employer contributions and forfeitures of a key
employee's compensation.
(c) The provisions in (a) and (b) above will not apply to any Participant
who was not employed by the Employer on the last day of the Plan Year.
(d) The minimum allocation required under this Section 16.11 (to the extent
required to be nonforfeitable under Section 416(b) of the Code) may not be
forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.
IN WITNESS WHEREOF, Delaware Group Delaware Fund, Inc. has caused this
amended and restated Plan, effective April 1, 1989, to be executed by its duly
authorized officers and its corporate seal to be impressed hereon this 17th day
of November, 1994.
Attest: DELAWARE GROUP DELAWARE FUND, INC.
/s/ George M. Chamberlain, Jr. By: /s/Brian F. Wruble
- ------------------------------ -------------------------
George M. Chamberlain, Jr. Brian F. Wruble
Senior Vice President/Secretary President and Chief
Executive Officer
-43-
<PAGE>
Consent of Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Financial Statements" in the Statement
of Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 9 to the Registration Statement (Form N-1A)
(No. 33-41034) of Delaware Group Global and International Funds, Inc. -
International Equity Series, Global Bond Series, and Global Asset Series of
our report dated January 6, 1995, included in the 1994 Annual Report to
Shareholders of Delaware Group Global & International Funds, Inc.
/s/ Ernst & Young LLP
----------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
June 26, 1995
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND A
ANNUALIZED RATE OF RETURN
FOR SEMI-ANNUAL ENDING MAY 31, 1995
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
------
1
$1000(1 - T) = $ 965.73
T = -3.43%
THREE
YEARS
-------
3
$1000(1 - T) = $1,185.73
T = 5.84%
LIFE OF
FUND
-------
3.58516356
$1000(1 - T) = $1,279.60
T = 7.12%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND A
ANNUALIZED RATE OF RETURN
FOR SEMI-ANNUAL ENDING MAY 31, 1995
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
------
1
$1000(1 - T) = $1,024.86
T = 2.49%
THREE
YEARS
-------
3
$1000(1 - T) = $1,258.23
T = 7.96%
LIFE OF
FUND
-------
3.58516356
$1000(1 - T) = $1,357.65
T = 8.90%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES INSTITUTIONAL CLASS
ANNUALIZED RATE OF RETURN
FOR SEMI-ANNUAL ENDING MAY 31, 1995
- ------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
------
1
$1000(1 - T) = $1,027.81
T = 2.78%
THREE
YEARS
-------
3
$1000(1 - T) = $1,267.93
T = 8.23%
LIFE OF
FUND
-------
3.58516356
$1000(1 - T) = $1,368.13
T = 9.14%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.65
Initial Shares 79.051
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 83.682 $0.030 12.364 83.899
- --------------------------------------------------------------------------------
Ending Shares 83.899
Ending NAV $11.87
--------
Investment Return $995.88
Total Return Performance
- ------------------------
Investment Return $995.88
Less Initial Investment $1,000.00
---------
($4.12) / $1,000.00 x 100
Total Return: -0.4119%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND A
TOTAL RETURN PERFORMANCE
SIX MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.65
Initial Shares 79.051
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 79.051 $0.595 23.371 83.198
- --------------------------------------------------------------------------------
Ending Shares 83.198
Ending NAV $11.87
--------
Investment Return $987.56
Total Return Performance
- ------------------------
Investment Return $987.56
Less Initial Investment $1,000.00
---------
($12.44) / $1,000.00 x 100
Total Return: -1.2440%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND A
TOTAL RETURN PERFORMANCE
NINE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $13.68
Initial Shares 73.099
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 73.099 $0.625 32.572 77.123
- --------------------------------------------------------------------------------
Ending Shares 77.123
Ending NAV $11.87
---------
Investment Return $915.45
Total Return Performance
- ------------------------
Investment Return $915.45
Less Initial Investment $1,000.00
---------
($84.55) / $1,000.00 x 100
Total Return: -8.4550%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND A
TOTAL RETURN PERFORMANCE
ONE YEAR
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $13.00
Initial Shares 76.923
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 76.923 $0.030 40.070 81.359
- --------------------------------------------------------------------------------
Ending Shares 81.359
Ending NAV $11.87
---------
Investment Return $965.73
Total Return Performance
- ------------------------
Investment Return $965.73
Less Initial Investment $1,000.00
---------
($34.27) / $1,000.00 x 100
Total Return: -3.4269%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND A
TOTAL RETURN PERFORMANCE
THREE YEARS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.45
Initial Shares 87.336
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1993 87.336 $0.475 4.735 92.071
- --------------------------------------------------------------------------------
1994 92.071 $0.365 2.843 94.914
- --------------------------------------------------------------------------------
1995 94.914 $0.595 4.979 99.893
- --------------------------------------------------------------------------------
Ending Shares 99.893
Ending NAV $11.87
---------
Investment Return $1,185.73
Total Return Performance
- ------------------------
Investment Return $1,185.73
Less Initial Investment $1,000.00
---------
$185.73 / $1,000.00 x 100
Total Return: 18.5730%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.61
Initial Shares 94.251
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1991 94.251 $0.000 0.000 94.251
- --------------------------------------------------------------------------------
1992 94.251 $0.050 0.452 94.703
- --------------------------------------------------------------------------------
1993 94.703 $0.475 4.658 99.361
- --------------------------------------------------------------------------------
1994 99.361 $0.365 3.067 102.428
- --------------------------------------------------------------------------------
1995 102.428 $0.595 5.373 107.801
- --------------------------------------------------------------------------------
Ending Shares 107.801
Ending NAV $11.87
---------
Investment Return $1,279.60
- ------------------------
Investment Return $1,279.60
Less Initial Investment $1,000.00
---------
$279.60 / $1,000.00 x 100
Total Return: 27.9598%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.29
Initial Shares 88.574
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 88.574 $0.030 12.364 88.803
- --------------------------------------------------------------------------------
Ending Shares 88.803
Ending NAV $11.91
---------
Investment Return $1,057.64
Total Return Performance
- ------------------------
Investment Return $1,057.64
Less Initial Investment $1,000.00
---------
$57.64 / $1,000.00 x 100
Total Return: 5.7644%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
SIX MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.97
Initial Shares 83.542
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 83.542 $0.630 23.371 88.170
- --------------------------------------------------------------------------------
Ending Shares 88.170
Ending NAV $11.91
---------
Investment Return $1,050.10
Total Return Performance
- ------------------------
Investment Return $1,050.10
Less Initial Investment $1,000.00
---------
$50.10 / $1,000.00 x 100
Total Return: 5.0105%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
NINE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.94
Initial Shares 77.280
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 77.280 $0.660 32.572 81.761
- --------------------------------------------------------------------------------
Ending Shares 81.761
Ending NAV $11.91
---------
Investment Return $973.77
Total Return Performance
- ------------------------
Investment Return $973.77
Less Initial Investment $1,000.00
---------
($26.23) / $1,000.00 x 100
Total Return: -2.6226%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
ONE YEAR
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.29
Initial Shares
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 0.000 $0.030 40.070 86.298
- --------------------------------------------------------------------------------
Ending Shares 86.298
Ending NAV $11.91
---------
Investment Return $1,027.81
Total Return Performance
- ------------------------
Investment Return $1,027.81
Less Initial Investment $1,000.00
---------
$27.81 / $1,000.00 x 100
Total Return: 2.7809%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
THREE YEARS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.79
Initial Shares 92.678
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1993 92.678 $0.475 5.017 97.695
- --------------------------------------------------------------------------------
1994 97.695 $0.385 3.176 100.871
- --------------------------------------------------------------------------------
1995 100.871 $0.595 5.588 106.459
- --------------------------------------------------------------------------------
Ending Shares 106.459
Ending NAV $11.91
---------
Investment Return $1,267.93
Total Return Performance
- ------------------------
Investment Return $1,267.93
Less Initial Investment $1,000.00
---------
$267.93 / $1,000.00 x 100
Total Return: 26.7927%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1991 100.000 $0.000 0.000 100.000
- --------------------------------------------------------------------------------
1992 100.000 $0.050 0.479 100.479
- --------------------------------------------------------------------------------
1993 100.479 $0.475 4.936 105.415
- --------------------------------------------------------------------------------
1994 105.415 $0.365 3.427 108.842
- --------------------------------------------------------------------------------
1995 108.842 $0.595 6.030 114.872
- --------------------------------------------------------------------------------
Ending Shares 114.872
Ending NAV $11.91
---------
Investment Return $1,368.13
- ------------------------
Investment Return $1,368.13
Less Initial Investment $1,000.00
--------
$368.13 / $1,000.00 x 100
Total Return: 36.8126%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.24
Initial Shares 88.968
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 88.968 $0.020 0.154 89.122
- --------------------------------------------------------------------------------
Ending Shares 89.122
Ending NAV $11.83
---------
$1,054.31
Less CDSC $40.00
---------
Investment Return $1,014.31
Total Return Performance
- ------------------------
Investment Return $1,014.31
Less Initial Investment $1,000.00
---------
$14.31 / $1,000.00 x 100
Total Return: 1.43%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND B
TOTAL RETURN PERFORMANCE
SIX MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $11.90
Initial Shares 84.034
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 84.034 $0.575 4.261 88.295
- --------------------------------------------------------------------------------
Ending Shares 88.295
Ending NAV $11.83
---------
$1,044.53
Less CDSC $39.77
---------
Investment Return $1,004.76
Total Return Performance
- ------------------------
Investment Return $1,004.76
Less Initial Investment $1,000.00
---------
$4.76 / $1,000.00 x 100
Total Return: 0.4760%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.86
Initial Shares 77.760
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1994 77.760 $0.030 0.362 78.122
- --------------------------------------------------------------------------------
1995 78.122 $0.575 3.782 81.904
- --------------------------------------------------------------------------------
Ending Shares 81.904
Ending NAV $11.83
---------
Investment Return $968.92
Less CDSC $36.79
---------
Investment Return $932.13
Total Return Performance
- ------------------------
Investment Return $932.13
Less Initial Investment $1,000.00
---------
($67.87) / $1,000.00 x 100
Total Return: -6.7866%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $11.24
Initial Shares 88.968
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 88.968 $0.020 0.154 89.122
- --------------------------------------------------------------------------------
Ending Shares 89.122
Ending NAV $11.83
---------
Investment Return $1,054.31
Total Return Performance
- ------------------------
Investment Return $1,054.31
Less Initial Investment $1,000.00
---------
$54.31 / $1,000.00 x 100
Total Return: 5.4313%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND B
TOTAL RETURN PERFORMANCE
SIX MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $11.90
Initial Shares 84.034
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1994 84.034 $0.000 0.000 84.034
- --------------------------------------------------------------------------------
1995 84.034 $0.575 4.261 88.295
- --------------------------------------------------------------------------------
Ending Shares 88.295
Ending NAV $11.83
---------
Investment Return $1,044.53
Total Return Performance
- ------------------------
Investment Return $1,044.53
Less Initial Investment $1,000.00
---------
$44.53 / $1,000.00 x 100
Total Return: 4.4530%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL INTERNATIONAL EQUITY SERIES FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.86
Initial Shares 77.760
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1994 77.760 $0.030 0.191 77.951
- --------------------------------------------------------------------------------
1995 77.951 $0.575 3.953 81.904
- --------------------------------------------------------------------------------
Ending Shares 81.904
Ending NAV $11.83
---------
Investment Return $968.92
Total Return Performance
- ------------------------
Investment Return $968.92
Less Initial Investment $1,000.00
---------
($31.08) / $1,000.00 x 100
Total Return: -3.1076%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.68
Initial Shares 93.633
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 93.633 $0.180 1.638 95.271
- --------------------------------------------------------------------------------
Ending Shares 95.271
Ending NAV X $10.60
---------
Investment Return $1,009.87
Total Return Performance
- ------------------------
Investment Return $1,009.87
Less Initial Investment $1,000.00
---------
$9.87 / $1,000.00 x 100
Total Return: 0.9873%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 100.000 $0.240 40.070 97.476
- --------------------------------------------------------------------------------
Ending Shares 97.476
Ending NAV X $10.60
---------
Investment Return $1,033.25
Total Return Performance
- ------------------------
Investment Return $1,033.25
Less Initial Investment $1,000.00
---------
$33.25 / $1,000.00 x 100
Total Return: 3.3300%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.50
Initial Shares 95.238
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 95.238 $0.240 40.070 102.349
- --------------------------------------------------------------------------------
Ending Shares 102.349
Ending NAV X $10.60
---------
Investment Return $1,084.90
Total Return Performance
- ------------------------
Investment Return $1,084.90
Less Initial Investment $1,000.00
---------
$84.90 / $1,000.00 x 100
Total Return: 8.4899%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.18
Initial Shares 98.232
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 98.232 $0.180 1.717 99.949
- --------------------------------------------------------------------------------
Ending Shares 99.949
Ending NAV X $10.61
---------
Investment Return $1,060.46
Total Return Performance
- ------------------------
Investment Return $1,060.46
Less Initial Investment $1,000.00
---------
$60.46 / $1,000.00 x 100
Total Return: 6.0459%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 100.000 $0.240 40.070 102.348
- --------------------------------------------------------------------------------
Ending Shares 102.348
Ending NAV X $10.61
---------
Investment Return $1,085.91
Total Return Performance
- ------------------------
Investment Return $1,085.91
Less Initial Investment $1,000.00
---------
$85.91 / $1,000.00 x 100
Total Return: 8.5912%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.19
Initial Shares 98.135
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 98.135 $0.162 1.544 99.679
- --------------------------------------------------------------------------------
Ending Shares 99.679
Ending NAV X $10.60
---------
$1,056.60
Less CDSC $40.00
---------
Investment Return $1,016.60
Total Return Performance
- ------------------------
Investment Return $1,016.60
Less Initial Investment $1,000.00
---------
$16.60 / $1,000.00 x 100
Total Return: 1.66%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 100.000 $0.216 2.112 102.112
- --------------------------------------------------------------------------------
Ending Shares 102.112
Ending NAV X $10.60
---------
$1,082.39
Less CDSC $40.00
---------
Investment Return $1,042.39
Total Return Performance
- ------------------------
Investment Return $1,042.39
Less Initial Investment $1,000.00
---------
$42.39 / $1,000.00 x 100
Total Return: 4.2387%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $10.19
Initial Shares 98.135
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 98.135 $0.162 1.544 99.679
- --------------------------------------------------------------------------------
Ending Shares 99.679
Ending NAV X $10.60
---------
Investment Return $1,056.60
Total Return Performance
- ------------------------
Investment Return $1,056.60
Less Initial Investment $1,000.00
---------
$56.60 / $1,000.00 x 100
Total Return: 5.6597%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL BOND SERIES FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 100.000 $0.216 2.112 102.112
- --------------------------------------------------------------------------------
Ending Shares 102.112
Ending NAV X $10.60
---------
Investment Return $1,082.39
Total Return Performance
- ------------------------
Investment Return $1,082.39
Less Initial Investment $1,000.00
---------
$82.39 / $1,000.00 x 100
Total Return: 8.2387%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.94
Initial Shares 91.408
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 91.408 $0.080 0.689 92.097
- --------------------------------------------------------------------------------
Ending Shares 92.097
Ending NAV X $11.10
---------
Investment Return $1,022.28
Total Return Performance
- ------------------------
Investment Return $1,022.28
Less Initial Investment $1,000.00
---------
$22.28 / $1,000.00 x 100
Total Return: 2.2277%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.61
Initial Shares 94.251
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 94.251 $0.080 40.070 94.962
- --------------------------------------------------------------------------------
Ending Shares 94.962
Ending NAV X $11.10
---------
Investment Return $1,054.08
Total Return Performance
- ------------------------
Investment Return $1,054.08
Less Initial Investment $1,000.00
---------
$54.08 / $1,000.00 x 100
Total Return: 5.4078%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 100.000 $0.080 40.070 100.754
- --------------------------------------------------------------------------------
Ending Shares 100.754
Ending NAV X $11.10
---------
Investment Return $1,118.37
Total Return Performance
- ------------------------
Investment Return $1,118.37
Less Initial Investment $1,000.00
---------
$118.37 / $1,000.00 x 100
Total Return: 11.8369%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $10.32
Initial Shares 96.899
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 96.899 $0.080 0.730 97.629
- --------------------------------------------------------------------------------
Ending Shares 97.629
Ending NAV X $11.11
---------
Investment Return $1,084.66
Total Return Performance
- ------------------------
Investment Return $1,084.66
Less Initial Investment $1,000.00
---------
$84.66 / $1,000.00 x 100
Total Return: 8.4658%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 100.000 $0.080 40.070 100.753
- --------------------------------------------------------------------------------
Ending Shares 100.753
Ending NAV X $11.11
---------
Investment Return $1,119.37
Total Return Performance
- ------------------------
Investment Return $1,119.37
Less Initial Investment $1,000.00
---------
$119.37 / $1,000.00 x 100
Total Return: 11.9366%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.32
Initial Shares 96.899
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 96.899 $0.060 0.548 97.447
- --------------------------------------------------------------------------------
Ending Shares 97.447
Ending NAV X $11.09
---------
$1,080.69
Less CDSC $40.00
---------
Investment Return $1,040.69
Total Return Performance
- ------------------------
Investment Return $1,040.69
Less Initial Investment $1,000.00
---------
$40.69 / $1,000.00 x 100
Total Return: 4.07%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 100.000 $0.060 0.566 100.566
- --------------------------------------------------------------------------------
Ending Shares 100.566
Ending NAV X $11.09
---------
$1,115.28
Less CDSC $40.00
---------
Investment Return $1,075.28
Total Return Performance
- ------------------------
Investment Return $1,075.28
Less Initial Investment $1,000.00
---------
$75.28 / $1,000.00 x 100
Total Return: 7.5277%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $10.32
Initial Shares 96.899
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 96.899 $0.060 0.548 97.447
- --------------------------------------------------------------------------------
Ending Shares 97.447
Ending NAV X $11.09
---------
Investment Return $1,080.69
Total Return Performance
- ------------------------
Investment Return $1,080.69
Less Initial Investment $1,000.00
---------
$80.69 / $1,000.00 x 100
Total Return: 8.0687%
<PAGE>
DELAWARE GLOBAL & INTERNATIONAL EQUITY FUNDS, INC.
GLOBAL ASSETS SERIES FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning NAV $10.00
Initial Shares 100.000
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 100.000 $0.060 0.566 100.566
- --------------------------------------------------------------------------------
Ending Shares 100.566
Ending NAV $11.09
---------
Investment Return $1,115.28
Total Return Performance
- ------------------------
Investment Return $1,115.28
Less Initial Investment $1,000.00
---------
$115.28 / $1,000.00 x 100
Total Return: 11.5277%
<PAGE>
Delaware Global & International Equity Funds, Inc.
Global Bond Series Fund A
Yield Quotation for the Month Ended May 31, 1995
Interest Earned $2,271
Expenses Accrued $329
Net Income $1,942
Average Shares Outstanding 30,248
Maximum Offering Price
May 31, 1995 $11.13
Yield 7.02%
Global Bond Series Fund A Yield 2 | (2,271 - 329 ) 6 | = 7.02%
| (-------------- + 1) - 1 |
| (30,248 x 11.13 ) |
<PAGE>
Delaware Global & International Equity Funds, Inc.
Global Bond Series Fund B
Yield Quotation for the Month Ended May 31, 1995
Interest Earned $0.08
Expenses Accrued $0.02
Net Income $0.06
Average Shares Outstanding 1.015
Maximum Offering Price
May 31, 1995 $10.60
Yield 6.51%
Global Bond Series Fund B - -
2 | (.08 - .02 ) 6 | = 6.51%
| (------------- + 1) - 1 |
| (1.015 x 10.6 ) |
- -
<PAGE>
Delaware Global & International Equity Funds, Inc.
Global Bond Series Institutional Class
Yield Quotation for the Month Ended May 31, 1995
Interest Earned $5,554
Expenses Accrued $625
Net Income $4,929
Average Shares Outstanding 73,986
Maximum Offering Price
May 31, 1995 $10.61
Yield 7.65%
Global Bond Series Institutional - -
Class Yield 2 | (5,554 - 625 ) 6 | = 7.65%
| (------------- + 1) - 1 |
| (73,986 x 10.61 ) |
- -
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 001
<NAME> INTERNATIONAL EQUITY SERIES
<S> <C> <C>
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<FISCAL-YEAR-END> NOV-30-1994 NOV-30-1995
<PERIOD-END> NOV-30-1994 MAY-31-1995
<INVESTMENTS-AT-COST> 60,536,085 64,912,816
<INVESTMENTS-AT-VALUE> 61,304,641 68,584,960
<RECEIVABLES> 649,514 732,208
<ASSETS-OTHER> 0 0
<OTHER-ITEMS-ASSETS> 297,678 1,151,242
<TOTAL-ASSETS> 62,251,833 70,468,410
<PAYABLE-FOR-SECURITIES> 4,593 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 274,516 252,327
<TOTAL-LIABILITIES> 279,109 252,327
<SENIOR-EQUITY> 51,978 59,118
<PAID-IN-CAPITAL-COMMON> 58,421,144 66,687,201
<SHARES-COMMON-STOCK> 4,509,439 4,931,755
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<OVERDISTRIBUTION-GAINS> 0 748,189
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<NET-ASSETS> 53,736,104 58,553,242
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<INTEREST-INCOME> 302,792 195,423
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<EXPENSES-NET> 859,435 645,512
<NET-INVESTMENT-INCOME> 1,076,443 665,884
<REALIZED-GAINS-CURRENT> 2,129,633 (690,836)
<APPREC-INCREASE-CURRENT> (429,323) 3,135,819
<NET-CHANGE-FROM-OPS> 2,776,753 3,110,867
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> 790,811 572,164
<DISTRIBUTIONS-OF-GAINS> 424,858 2,121,203
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<NUMBER-OF-SHARES-SOLD> 4,382,022 1,678,975
<NUMBER-OF-SHARES-REDEEMED> 2,779,645 1,481,802
<SHARES-REINVESTED> 91,804 225,143
<NET-CHANGE-IN-ASSETS> 26,341,009 8,243,359
<ACCUMULATED-NII-PRIOR> 141,821 323,682
<ACCUMULATED-GAINS-PRIOR> 743,236 2,397,146
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<GROSS-EXPENSE> 1,008,706 645,512
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<PER-SHARE-NAV-BEGIN> 11.250 11.920
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<PER-SHARE-GAIN-APPREC> 0.895 0.694
<PER-SHARE-DIVIDEND> 0.225 0.125
<PER-SHARE-DISTRIBUTIONS> 0.140 0.470
<RETURNS-OF-CAPITAL> 0 0
<PER-SHARE-NAV-END> 11.920 11.870
<EXPENSE-RATIO> 1.56 2.08
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 001
<NAME> INTERNATIONAL EQUITY SERIES B CLASS
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> NOV-30-1994 NOV-30-1995
<PERIOD-END> NOV-30-1994 MAY-31-1995
<INVESTMENTS-AT-COST> 60,536,085 64,912,816
<INVESTMENTS-AT-VALUE> 61,304,641 68,584,960
<RECEIVABLES> 649,514 732,208
<ASSETS-OTHER> 0 0
<OTHER-ITEMS-ASSETS> 297,678 1,151,242
<TOTAL-ASSETS> 62,251,833 70,468,410
<PAYABLE-FOR-SECURITIES> 4,593 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 274,516 252,327
<TOTAL-LIABILITIES> 279,109 252,327
<SENIOR-EQUITY> 51,978 59,118
<PAID-IN-CAPITAL-COMMON> 58,421,144 66,687,201
<SHARES-COMMON-STOCK> 52,407 132,214
<SHARES-COMMON-PRIOR> 0 52,407
<ACCUMULATED-NII-CURRENT> 323,682 302,869
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<ACCUMULATED-NET-GAINS> 2,397,146 0
<OVERDISTRIBUTION-GAINS> 0 748,189
<ACCUM-APPREC-OR-DEPREC> 778,774 3,914,593
<NET-ASSETS> 623,431 1,564,576
<DIVIDEND-INCOME> 1,633,086 1,115,973
<INTEREST-INCOME> 302,792 195,423
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<EXPENSES-NET> 859,435 645,512
<NET-INVESTMENT-INCOME> 1,076,443 665,884
<REALIZED-GAINS-CURRENT> 2,129,633 (690,836)
<APPREC-INCREASE-CURRENT> (429,323) 3,135,819
<NET-CHANGE-FROM-OPS> 2,776,753 3,110,867
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> 491 7,371
<DISTRIBUTIONS-OF-GAINS> 0 29,909
<DISTRIBUTIONS-OTHER> 0 0
<NUMBER-OF-SHARES-SOLD> 55,284 81,930
<NUMBER-OF-SHARES-REDEEMED> 2,915 5,235
<SHARES-REINVESTED> 38 3,112
<NET-CHANGE-IN-ASSETS> 26,341,009 8,243,359
<ACCUMULATED-NII-PRIOR> 141,821 323,682
<ACCUMULATED-GAINS-PRIOR> 743,236 2,397,146
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
<GROSS-ADVISORY-FEES> 427,112 233,103
<INTEREST-EXPENSE> 0 0
<GROSS-EXPENSE> 1,008,706 645,512
<AVERAGE-NET-ASSETS> 274,634 1,018,955
<PER-SHARE-NAV-BEGIN> 12.860 11.900
<PER-SHARE-NII> 0.036 (0.156)
<PER-SHARE-GAIN-APPREC> (0.966) 0.661
<PER-SHARE-DIVIDEND> 0.030 0.105
<PER-SHARE-DISTRIBUTIONS> 0.000 0.470
<RETURNS-OF-CAPITAL> 0.000 0.000
<PER-SHARE-NAV-END> 11.900 11.910
<EXPENSE-RATIO> 2.26 2.78
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 001
<NAME> INTERNATIONAL EQUITY SERIES inst class
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> NOV-30-1994 NOV-30-1995
<PERIOD-END> NOV-30-1994 MAY-31-1995
<INVESTMENTS-AT-COST> 60,536,085 64,912,816
<INVESTMENTS-AT-VALUE> 61,304,641 68,584,960
<RECEIVABLES> 649,514 732,208
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<OTHER-ITEMS-ASSETS> 297,678 1,151,242
<TOTAL-ASSETS> 62,251,833 70,468,410
<PAYABLE-FOR-SECURITIES> 4,593 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 274,516 252,327
<TOTAL-LIABILITIES> 279,109 252,327
<SENIOR-EQUITY> 51,978 59,118
<PAID-IN-CAPITAL-COMMON> 58,421,144 66,687,201
<SHARES-COMMON-STOCK> 635,948 847,846
<SHARES-COMMON-PRIOR> 350,754 635,948
<ACCUMULATED-NII-CURRENT> 323,682 302,869
<OVERDISTRIBUTION-NII> 0 0
<ACCUMULATED-NET-GAINS> 2,397,146 0
<OVERDISTRIBUTION-GAINS> 0 748,189
<ACCUM-APPREC-OR-DEPREC> 778,774 3,914,593
<NET-ASSETS> 7,613,189 10,098,265
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<EXPENSES-NET> 859,435 645,512
<NET-INVESTMENT-INCOME> 1,076,443 665,884
<REALIZED-GAINS-CURRENT> 2,129,633 (690,836)
<APPREC-INCREASE-CURRENT> (429,323) 3,135,819
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<NUMBER-OF-SHARES-REDEEMED> 150,626 114,948
<SHARES-REINVESTED> 12,259 32,085
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<ACCUMULATED-NII-PRIOR> 141,821 323,682
<ACCUMULATED-GAINS-PRIOR> 743,236 2,397,146
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
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<INTEREST-EXPENSE> 0 0
<GROSS-EXPENSE> 1,008,706 645,512
<AVERAGE-NET-ASSETS> 6,041,190 8,457,009
<PER-SHARE-NAV-BEGIN> 11.290 11.970
<PER-SHARE-NII> 0.166 (0.133)
<PER-SHARE-GAIN-APPREC> 0.899 0.703
<PER-SHARE-DIVIDEND> 0.245 0.160
<PER-SHARE-DISTRIBUTIONS> 0.140 0.470
<RETURNS-OF-CAPITAL> 0.000 0.000
<PER-SHARE-NAV-END> 11.970 11.910
<EXPENSE-RATIO> 1.26 1.78
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 002
<NAME> GLOBAL BOND
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> NOV-30-1994 NOV-30-1995
<PERIOD-END> NOV-30-1994 MAY-31-1995
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<INVESTMENTS-AT-VALUE> 0 1,100,011
<RECEIVABLES> 0 37,195
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<TOTAL-ASSETS> 145,010 1,261,898
<PAYABLE-FOR-SECURITIES> 0 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 110,010 127,045
<TOTAL-LIABILITIES> 110,010 127,045
<SENIOR-EQUITY> 35 1,070
<PAID-IN-CAPITAL-COMMON> 34,965 1,076,552
<SHARES-COMMON-STOCK> 3,500 32,813
<SHARES-COMMON-PRIOR> 3,500 3,500
<ACCUMULATED-NII-CURRENT> 0 6,742
<OVERDISTRIBUTION-NII> 0 0
<ACCUMULATED-NET-GAINS> 0 17,875
<OVERDISTRIBUTION-GAINS> 0 0
<ACCUM-APPREC-OR-DEPREC> 0 32,614
<NET-ASSETS> 35,000 347,662
<DIVIDEND-INCOME> 0 0
<INTEREST-INCOME> 0 33,497
<OTHER-INCOME> 0 0
<EXPENSES-NET> 0 4,010
<NET-INVESTMENT-INCOME> 0 29,487
<REALIZED-GAINS-CURRENT> 0 17,875
<APPREC-INCREASE-CURRENT> 0 32,614
<NET-CHANGE-FROM-OPS> 0 79,976
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> 0 4,838
<DISTRIBUTIONS-OF-GAINS> 0 0
<DISTRIBUTIONS-OTHER> 0 0
<NUMBER-OF-SHARES-SOLD> 0 28,871
<NUMBER-OF-SHARES-REDEEMED> 0 16
<SHARES-REINVESTED> 0 458
<NET-CHANGE-IN-ASSETS> 0 1,099,853
<ACCUMULATED-NII-PRIOR> 0 0
<ACCUMULATED-GAINS-PRIOR> 0 0
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
<GROSS-ADVISORY-FEES> 0 1,042
<INTEREST-EXPENSE> 0 0
<GROSS-EXPENSE> 0 66,066
<AVERAGE-NET-ASSETS> 35,000 179,471
<PER-SHARE-NAV-BEGIN> 10.000 10.000
<PER-SHARE-NII> 0.0 0.255
<PER-SHARE-GAIN-APPREC> 0.0 0.585
<PER-SHARE-DIVIDEND> 0.0 0.240
<PER-SHARE-DISTRIBUTIONS> 0.0 0.000
<RETURNS-OF-CAPITAL> 0.0 0.000
<PER-SHARE-NAV-END> 10.000 10.600
<EXPENSE-RATIO> 0 1.25
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 002
<NAME> GLOBAL BOND B CLASS
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> NOV-30-1994 NOV-30-1995
<PERIOD-END> NOV-30-1994 MAY-31-1995
<INVESTMENTS-AT-COST> 0 1,066,321
<INVESTMENTS-AT-VALUE> 0 1,100,011
<RECEIVABLES> 0 37,195
<ASSETS-OTHER> 145,010 3,023
<OTHER-ITEMS-ASSETS> 0 121,669
<TOTAL-ASSETS> 145,010 1,261,898
<PAYABLE-FOR-SECURITIES> 0 0
<SENIOR-LONG-TERM-DEBT> 0 0
<OTHER-ITEMS-LIABILITIES> 110,010 127,045
<TOTAL-LIABILITIES> 110,010 127,045
<SENIOR-EQUITY> 35 1,070
<PAID-IN-CAPITAL-COMMON> 34,965 1,076,552
<SHARES-COMMON-STOCK> 0 1
<SHARES-COMMON-PRIOR> 0 0
<ACCUMULATED-NII-CURRENT> 0 6,742
<OVERDISTRIBUTION-NII> 0 0
<ACCUMULATED-NET-GAINS> 0 17,875
<OVERDISTRIBUTION-GAINS> 0 0
<ACCUM-APPREC-OR-DEPREC> 0 32,614
<NET-ASSETS> 35,000 11
<DIVIDEND-INCOME> 0 0
<INTEREST-INCOME> 0 33,497
<OTHER-INCOME> 0 0
<EXPENSES-NET> 0 4,010
<NET-INVESTMENT-INCOME> 0 29,487
<REALIZED-GAINS-CURRENT> 0 17,875
<APPREC-INCREASE-CURRENT> 0 32,614
<NET-CHANGE-FROM-OPS> 0 79,976
<EQUALIZATION> 0 0
<DISTRIBUTIONS-OF-INCOME> 0 0
<DISTRIBUTIONS-OF-GAINS> 0 0
<DISTRIBUTIONS-OTHER> 0 0
<NUMBER-OF-SHARES-SOLD> 0 1
<NUMBER-OF-SHARES-REDEEMED> 0 0
<SHARES-REINVESTED> 0 0
<NET-CHANGE-IN-ASSETS> 0 1,099,853
<ACCUMULATED-NII-PRIOR> 0 0
<ACCUMULATED-GAINS-PRIOR> 0 0
<OVERDISTRIB-NII-PRIOR> 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0
<GROSS-ADVISORY-FEES> 0 1,042
<INTEREST-EXPENSE> 0 0
<GROSS-EXPENSE> 0 66,066
<AVERAGE-NET-ASSETS> 0 10
<PER-SHARE-NAV-BEGIN> 0 10.000
<PER-SHARE-NII> 0.0 0.250
<PER-SHARE-GAIN-APPREC> 0.0 0.566
<PER-SHARE-DIVIDEND> 0.0 0.216
<PER-SHARE-DISTRIBUTIONS> 0.0 0.000
<RETURNS-OF-CAPITAL> 0.0 0.000
<PER-SHARE-NAV-END> 0 10.600
<EXPENSE-RATIO> 0 1.95
<AVG-DEBT-OUTSTANDING> 0 0
<AVG-DEBT-PER-SHARE> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PAGE>
POWER OF ATTORNEY
Each of the undersigned, a member of the Board of Directors of DELAWARE
GROUP GLOBAL & INTERNATIONAL FUNDS, INC., hereby constitutes and appoints Wayne
A. Stork, W. Thacher Longstreth and Walter P. Babich and any one of them acting
singly, his true and lawful attorneys-in-fact, in his name, place, and stead, to
execute and cause to be filed with the Securities and Exchange Commission and
other federal or state government agency or body, such registration statements,
and any and all amendments thereto as either of such designees may deem to be
appropriate under the Securities Act of 1933, as amended, the Investment Company
Act of 1940, as amended, and all other applicable federal and state securities
laws.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 20th day of April, 1995.
/s/Walter P. Babich /s/W. Thacher Longstreth
- ----------------------------- ----------------------------
Walter P. Babich W. Thacher Longstreth
/s/Anthony D. Knerr /s/Charles E. Peck
- ----------------------------- ----------------------------
Anthony D. Knerr Charles E. Peck
/s/Ann R. Leven /s/Wayne A. Stork
- ----------------------------- ----------------------------
Ann R. Leven Wayne A. Stork
<PAGE> 1
[GRAPHIC OF FEATHER QUILL PEN]
Delaware Group
A Tradition of Sound Investing Since 1929
[PHOTO OF VARIOUS COLONIAL OBJECTS]
1994
Annual
Report
DELAWARE GROUP
INTERNATIONAL EQUITY FUND
<PAGE> 2
[PHOTO OF
COLONIAL OBJECT]
LETTER TO SHAREHOLDERS
December 12, 1994
Dear Shareholder:
The performance of international equity markets during your Fund's latest
fiscal year, which ended on November 30, 1994, once again demonstrated the
potential benefits of international diversification. A number of international
markets provided outstanding returns - for example New Zealand's market was up
28%. On the other hand, many emerging markets had significant losses, for
example China and Turkey.
Worldwide equity markets which are driven by a variety of factors--regional
economic growth, political situations and currency valuations--involve different
risks than U.S. markets. Because of these factors, foreign markets typically do
not perform "in sync," thereby creating opportunities for higher returns and
reduction of overall portfolio risk through sound diversification. Both of these
potential benefits were evident in international investing during our latest
fiscal period.
In the chart to the right, we have compared the performance of the
International Equity Fund to the Morgan Stanley Europe, Australia and Far East
Index, an unmanaged benchmark for international investments, and to the Lipper
International Equity Fund Average, which includes 153 mutual funds with
investment objectives similar to those of your Fund. To put these returns in
context for U.S. investors, we have also included the return of the unmanaged
Standard & Poor's 500 Stock Index which is comprised primarily of large market
capitalization U.S. stocks.
Total Return for One-Year
Ended November 30, 1994
- ------------------------------------------------------------------------------
International Equity Fund +9.23%
(at net asset value)
Morgan Stanley EAFE Index +15.14%
Lipper International Equity Fund Average +9.53%
S&P 500 Stock Index +1.04%
Performance of International Equity Fund and the Lipper International Equity
Average (153 funds) are at net asset value without the impact of sales charges.
Additional performance information for all classes of International Equity Fund
can be found on page 5.
- ------------------------------------------------------------------------------
<PAGE>
Delaware's International Equity Fund is designed to be a "core"
international investment, with emphasis on risk management. For this reason, the
Fund follows a disciplined investment strategy, focuses primarily on established
companies in the major developed countries, and limits holdings in markets that
its management considers overvalued or potentially more risky due to economic or
political instability.
Over the past year, your Fund had significant positions in companies in the
United Kingdom, Australia and Continental Europe, the latter two contributing
significantly to our performance. Though your Fund was invested in Japan and the
Scandinavian countries, its holdings were small relative to the percentage of
the EAFE Index allocated to those countries whose strong performance is the
primary reason that the Index outperformed the Fund during this period.
We discuss your Fund's overall strategy in the remainder of this report
which we hope you will read with interest. We remain committed to providing a
disciplined, value-oriented fund that can be the foundation of your
international investment strategy, and as always, we thank you for your
continued confidence.
Sincerely,
/s/ Wayne A. Stork /s/ Brian F. Wruble
- ------------------ -------------------
Wayne A. Stork Brian F. Wruble
Chairman, Board of Directors President and Chief Executive Officer
Delaware Group International Delaware Group International
Equity Fund Equity Fund
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 3
[PHOTO OF
COLONIAL OBJECT]
INTERNATIONAL EQUITY FUND'S
YEAR IN REVIEW
During the first quarter of the Fund's fiscal year, the outlook for
international investing appeared particularly promising. Economies where we have
traditionally had a strong focus, including the United Kingdom, Australia and
New Zealand, began to emerge from their recent recessions. At the same time, the
dominant players on continental Europe--such as France and Italy--seemed
poised to begin recovery, and the Japanese market, after significant
corrections, appeared to have bottomed.
[PHOTO OF CLIVE A. GILLMORE]
Clive A. Gillmore
Senior Portfolio Manager,
Director
Delaware International Advisers Ltd.
Then, on February 4, 1994, responding to an economy that appeared to be
growing too quickly to maintain a stable-to-low inflation rate, the U.S. Federal
Reserve Bank initiated the first of six increases in short-term interest rates.
The Fed's actions had an immediate impact on domestic and foreign bond markets,
pushing prices down and yields higher. The markets seemed to believe that rather
than stemming inflation, the Fed's move merely confirmed a higher future level.
Though concern over worldwide inflation affected international equity markets,
the major foreign markets, in general, provided better returns than the U.S.
equity market during our 1994 fiscal period.
We attribute International Equity Fund's fine performance during this period
to our stock selection within each of the major markets and to currency changes
which, because of the weak U.S. dollar, worked in our favor. As you know, this
will not always be the case.
[PHOTO OF DAVID G. TILLES]
David G. Tilles
Managing Director
Chief Investment Officer
Delaware International Advisers Ltd.
STOCK SELECTION IS CRITICAL IN UNCERTAIN MARKETS
In selecting investments for the International Equity Fund portfolio, Delaware
focuses primarily on dividend income and stock yield. Not only are dividends a
valuable component of total return, they have other benefits as well. The income
stream on a portfolio of dividend-paying stocks can help soften the impact of
fluctuating stock prices, an important benefit in international investing, where
prices can be somewhat volatile.
- -----------------------------------------------------------------------------
International Equity Fund Investment Objective
- -----------------------------------------------------------------------------
Seeks to achieve long-term growth without undue risk to principal by
investing primarily in foreign equity securities that provide potential for
capital appreciation and income.
- -----------------------------------------------------------------------------
2
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 4
International Equity Fund invests in stocks which its management has
identified as being undervalued based on our "yield-oriented" analysis.
Specifically, if the stock of a strong company has a high yield, its price may
be artificially low, increasing the potential for future capital appreciation if
the stock's price moves toward its true value. The Fund may invest in securities
with below-market yield if the growth prospects for the company's earnings and
dividends appear stronger than the market. Once a company has been singled out
due to its above-average dividend or dividend growth potential, International
Equity Fund's management conducts careful analysis that includes consultation
with the company's management and on-site inspections.
- ------------------------------------------------------------------------------
International Equity Fund's Country Allocation
United Kingdom 26.79%
Australia 10.10%
Belgium 5.78%
Canada 4.82%
France 5.77%
Germany 6.43%
Hong Kong 2.99%
Italy 0.04%
Japan 13.83%
Cash & Other Assets 6.44%
Malaysia 2.27%
Netherlands 7.20%
New Zealand 4.44%
Spain 3.10%
As a percentage of net assets on November 30, 1994.
Individual stocks in the International Equity Fund portfolio generally
performed well during our fiscal year, in spite of the fact that high-yielding
stocks were particularly hard hit by rising interest rates. This supports
Delaware's belief that our "dividend discount method," which is explained in
more detail below, is a sound strategy for selecting stocks with long-term
potential.
- -----------------------------------------------------------------------------
Dividend Discounting Points to Value
Dividend discounting, the method used by Delaware to identify stocks of
promising international companies, begins with our analysis of a stock's current
dividend and its dividend payment history, both of which help us project its
potential for future dividend growth.
Second, we adjust the value of the future dividend stream for inflation,
using our inflation estimates for the country in which the company is located.
Finally, the value of the future dividends is "discounted," meaning we determine
the current value of those future dividends. This leads us to an estimate of the
stock's current value which is then compared to the stock's price as well as to
our value estimates for companies in other countries.
This dividend-driven strategy helps us to identify undervalued stocks and
enables us to select what we consider to be the most attractive securities in
terms of risk and reward within each individual market. And finally, it
provides what we believe is a meaningful way to evaluate and compare
companies across national borders, where different accounting standards,
market valuation measures and inflation scenarios can make valid comparisons
extremely difficult.
3
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 5
[PHOTO OF
COLONIAL OBJECT]
A Closer Look at International Markets
As you can see from the chart below, returns from major international markets
varied significantly during your Fund's fiscal year, as they commonly do. While
International Equity Fund held positions in all of the markets listed below,
relative to the EAFE Index, we were underrepresented in one of the strongest
performing countries--Japan. We have kept the Fund's holdings in Japan smaller
than those of the EAFE Index, primarily as a result of our yield-oriented
strategy.
Though Japanese companies do not generally yield enough to meet our
standards, because of pricing inefficiency in the Japanese market, we do find
individual stocks offering long-term value. Since we still have concerns that
continuing structural problems and political uncertainty will hinder Japan's
ability to return to economic vitality in the near term, we do not plan to
increase the Fund's allocation to that country at this time.
Performance of International Markets
December 1, 1993 through November 30, 1994
- ---------------------------------------------------
In Local In U.S. Currency
Currency Dollars Effect
- ---------------------------------------------------
New Zealand +11.6% +28.2% +16.6%
Japan +12.6 +24.0 +11.4
Italy +17.6 +24.0 +6.4
Australia -0.8 +15.6 +16.4
Netherlands +6.0 +15.5 +9.5
Belgium +2.2 +14.5 +12.3
Germany -1.4 +7.3 +8.7
France -2.7 +6.9 +9.6
United Kingdom +0.4 +5.6 +5.2
Malaysia +1.4 +1.5 +0.1
Canada +3.2 +0.3 -2.9
Hong Kong -6.4 -6.3 +0.1
Source: Morgan Stanley
This is not intended to represent the performance of the International Equity
Fund. Past performance is not a guarantee of future results.
International Equity Fund had significant portions of the portfolio invested
in the United Kingdom, Australia, the Netherlands and Belgium. Although the U.K.
market was negatively affected by rising U.S. interest rates and uncertainty in
the U.S. market, we remain optimistic about our investments because we believe
that economic growth remains strong and that excess production capacity means
less likelihood that inflation will become a problem.
The outlook for Australia, which has performed well in U.S. dollar terms, in
our opinion, also remains promising due to continued economic growth in a low
inflation environment. We initiated positions in Hong Kong and Malaysia this
past year after market corrections depressed prices to a level at which, in our
judgement, there were good value opportunities. In spite of continued weakness
in Hong Kong, we have been pleased with our individual stock selections there.
We increased our holdings in New Zealand, which has kept its labor costs under
control and, with an independent reserve bank, is in a good position to manage
inflation as well.
As it has done in the past, International Equity Fund avoided emerging
markets which we believe are generally not a suitable component for a core
international portfolio. Thus, International Equity Fund avoided the
difficulties that many of those markets experienced this year. Should the Fund
identify promising investments in markets other than the core countries in the
EAFE Index, such holdings would represent only a small percentage of assets so
as to minimize exposure to these relatively more risky areas.
4
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 6
[PHOTO OF
COLONIAL OBJECT]
OUR OUTLOOK FOR THE COMING YEAR
Nineteen ninety-five could be the first year in some time to show positive
economic growth from all major countries. Contributing to our belief that this
will occur is the recent passage of the General Agreement on Tariffs and Trades
(GATT), which the majority of economists believes should serve to bolster
international trade. Increased international trade and worldwide economic growth
may bode well for stocks in a variety of major markets.
With this scenario providing a tail wind and International Equity Fund's use
of a disciplined, dividend-driven methodology helping to identify undervalued
stocks, we are optimistic about the Fund's ability to meet its long-term goal of
providing capital appreciation without undue risk to principal.
International Equity Fund's Performance
Class A Class B
Average Annual Aggregate
Total Returns(1) Total Returns(2)
(Introduced on September 6, 1994)
Lifetime 6.68% Lifetime -7.24%
Excluding Sales Charge
One Year 2.92% Lifetime -10.94%
Including Sales Charge Including Sales Charge
Through November 30, 1994
Return and share value will fluctuate so that shares, when redeemed, may be
worth more or less than the original investment. Past performance is not a
guarantee of future results.
(1)Class A returns reflect the impact of the 5.75% maximum sales charge and the
12b-1 fee, and take into account the reinvestment of all distributions.
(2)Class B was initially offered on 9/6/94. Performance for this short time
period may not be representative of longer term results. Class B performance
reflects reinvestment of all distributions. Class B shares do not carry a
front-end sales charge, but are subject to a 1% annual distribution and
service fee. They are subject to a deferred sales charge of up to 4% if
redeemed before the end of the sixth year. Lifetime performance excluding
sales charge assumes the investment was not redeemed.
The average annual total returns including reinvestment of all distributions
for International Equity Fund's Institutional Class, which is available without
sales or asset-based distribution charges only to certain eligible institutional
accounts, were 8.95% and 9.47% for the lifetime and one-year periods ended
11/30/94 and 8.82% and 2.03% for the lifetime and one-year periods ended
12/31/94. The Institutional Class was initially made available 11/9/92;
performance prior to that is based on A Class performance adjusted to eliminate
sales charge, but not the asset-based distribution charge.
Performance through December 31, 1994
Class A Class B
Average Annual Total Returns(1) Aggregate Total Returns(2)
(Introduced on September 6, 1994)
Lifetime 6.57% Lifetime -7.04%
Excluding Sales Charge
One Year -4.18% Lifetime -10.57%
Including Sales Charge Including Sales Charge
5
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<PAGE> 7
[PHOTO OF
COLONIAL OBJECT]
A CONSERVATIVE APPROACH TO INTERNATIONAL INVESTING
As with domestic stock investments, it is often sensible to build an
international portfolio centered around a core fund or funds. Beyond that,
international investments that focus on specific geographic areas or industry
sectors may make sense depending on the investor's particular goals and
situation.
We believe that International Equity Fund is an appropriate "core" holding,
because of its worldwide diversification and disciplined strategy for investing
in markets that can be riskier than the U.S. market. This strategy is built on a
buy-and-hold philosophy which means the stocks selected for the portfolio are
expected to be strong investments for the long term, not volatile short-term
performers. As discussed earlier, International Equity Fund puts emphasis on
dividend income, focuses on the more established economies of the world and uses
defensive currency hedging, all of which we believe help to reduce the risks
associated with international investing.
A $10,000 investment made on October 31, 1991, in International Equity Fund
A Class would have grown to $12,209 as of November 30, 1994, keeping pace with
the benchmark EAFE Index, which unlike International Equity Fund is unmanaged
and does not include any of the costs associated with operating a mutual fund.
At Delaware, we will continue to manage International Equity Fund so that over
the long term it might continue to be the strong core of your portfolio.
- -------------------------------------------------------
A Look at International Equity Fund A Class Performance
Growth of a $10,000 Investment
October 31, 1991 through November 30, 1994.
International Equity Fund A Class Morgan Stanley EAFE Index
Oct. '91 $ 9425 $10000
Dec. '91 $ 9529 $10031
Mar. '92 $ 9397 $ 8849
June '92 $ 9877 $ 9044
Sept. '92 $ 9357 $ 9189
Dec. '92 $ 9390 $ 8843
Mar. '93 $10257 $ 9911
June '93 $10435 $10916
Sept. '93 $11138 $11647
Dec. '93 $12037 $11756
Mar. '94 $12180 $12174
June '94 $12333 $12805
Sept. '94 $12496 $12826
Dec. '94 $12209 $12622
Chart assumes a $10,000 investment in International Equity Fund A Class at the
maximum 5.75% sales charge from inception on 10/31/91 through 11/30/94. Both the
Fund and the Index reflect the reinvestment of all distributions. No adjustments
were made for the payment of taxes. The EAFE Index is an unmanaged index of
international stocks. Index data were provided by Lipper Analytical Services.
Performance of other classes of International Equity Fund is detailed on page 5.
6
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<PAGE> 8
Currency Management and Purchasing Power Parity
A large measure of international investing success depends on sound currency
management. Just as currency can enhance the performance of an international
investment as you can see in the performance chart on page 4, it can also
diminish any gains that careful stock selection and country allocation have
garnered, as was the case with Canadian investments this year.
Suppose an investment in an international stock appreciated 10% in a given
year, but the country's currency depreciated from a one-to-one relationship with
the U.S. dollar to a two-to-one relationship so that it now took two dollars in
local currency to acquire one U.S. dollar. If the stock were worth $100 in local
currency when purchased, and appreciated 10%, you would expect it to be worth
$110. However, when the proceeds from the sale are converted back into U.S.
dollars, 110 dollars in local currency would be worth only 55 U.S. dollars. So,
even though the stock itself provided a profit, the investor lost money because
of a negative currency situation.
At Delaware, we use a process known as purchasing power parity which values
foreign currencies based on what they can buy--their purchasing power--in
each local market. For example, if in the U.S., $5 buys a hamburger, soft drink
and french fries, when we exchange our $5 into a local currency, whether it
becomes 27 French francs or 500 Japanese yen, we should be able to obtain the
same hamburger, soft drink and fries with the converted money.
If the money buys less when it is exchanged, we consider that currency
overvalued; if it buys more, the currency appears to be a good value. The
premise of the purchasing power parity methodology is that eventually all
currencies tend to move toward fair value. Therefore, it's important for us to
take steps to protect our investments when a currency is extremely overvalued.
We have two ways to do this.
First, we can minimize our holdings in the country with the overvalued
currency. If we found two companies of comparable value and similarly strong
potential in different countries, the currency situation may cause us to choose
one over the other. Second, we have the ability to use currency hedging in an
effort to neutralize the potential impact of a currency change. In either case,
our goal is non-speculative and defensive in nature. We do not use currency as a
means to achieve profits; instead we focus on the long-term potential of
individual companies and then strive to minimize the impact that currency might
have on our potential returns.
An undervalued currency tends to encourage investment in a particular
market. For example, if the Canadian dollar were undervalued, it would
encourage us to invest in Canadian securities.
7
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<PAGE> 9
FINANCIAL
STATEMENTS
Delaware Group Global &
International Funds, Inc.--
International Equity Series +
Statement of Net Assets
November 30, 1994
Market
Number Value
of Shares (U.S. $)
COMMON STOCK--93.56%
Australia--10.10%
National Australia Bank.................... 300,054 $ 2,430,502
Pacific Dunlop............................. 864,192 2,244,827
Santos..................................... 573,647 1,582,687
---------
6,258,016
---------
Belgium--5.78%
Cimenterics CBR Cementbedrij............... 2,840 1,050,419
*Cimenterics CBR Cementbedrij
Put Warrants.............................. 2,840 18,283
Electrabel NPV............................. 7,990 1,419,499
G.I.B. Holdings............................ 26,800 1,078,337
G.I.B. Holdings-VVPR....................... 380 15,031
---------
3,581,569
---------
Canada--4.82%
BC Telephone............................... 91,250 1,567,385
Imperial Oil............................... 42,789 1,423,293
---------
2,990,678
---------
France--5.77%
Alcatel Alsthom............................ 11,012 930,309
Compagnie de Saint Gobain.................. 10,766 1,295,326
Elf Aquitaine.............................. 19,749 1,351,240
---------
3,576,875
---------
Germany--6.43%
Bayer AG................................... 9,859 2,153,497
Continental AG............................. 3,450 476,756
Siemens AG................................. 3,490 1,352,394
---------
3,982,647
---------
Hong Kong--2.99%
Hong Kong Electric......................... 335,000 831,695
Jardine Matheson HK Registry............... 149,800 1,021,769
---------
1,853,464
---------
Italy--0.04%
Instituto Mobiliare Italiano............... 4,298 25,620
---------
25,620
---------
<PAGE> 10
Market
Number Value
of Shares (U.S. $)
Japan--13.83%
Amano...................................... 95,000 $ 1,401,763
Canon Electronics.......................... 66,000 1,140,613
Eisai Co. Ltd. ............................ 88,000 1,485,243
Kinki Coca-Cola Bottling Y5O............... 111,000 1,548,105
Matsushita Electric........................ 97,000 1,499,897
Senko...................................... 238,000 1,493,712
---------
8,569,333
---------
Malaysia--2.27%
Oriental Holdings Berhad................... 120,000 661,868
Sime Darby Berhad.......................... 275,000 747,633
---------
1,409,501
---------
Netherlands--7.20%
Elsevier--CVA.............................. 84,000 835,797
Koninklijke Van Ommrn...................... 53,000 1,356,038
Royal Dutch Petroleum...................... 9,820 1,064,745
Unilever NV--CVA........................... 10,730 1,203,678
---------
4,460,258
---------
New Zealand--4.44%
Telecom Corp. of New Zealand............... 598,920 2,030,110
Wilson & Horton Ltd........................ 122,000 719,854
---------
2,749,964
---------
Spain--3.10%
Banco Central Hispanoamer SA............... 23,452 542,229
Telefonica de Espana....................... 107,500 1,378,092
---------
1,920,321
---------
United Kingdom--26.79%
Associated British Food.................... 148,700 1,280,091
Bass plc................................... 196,000 1,619,784
Blue Circle Industries..................... 273,000 1,298,983
British Airways plc........................ 250,000 1,475,192
British Gas plc............................ 309,000 1,494,459
*Costain Group plc......................... 624,427 219,903
Dawson International plc................... 647,500 1,266,826
GKN plc.................................... 154,900 1,511,663
Great Universal Stores..................... 144,200 1,266,179
RTZ ....................................... 93,700 1,239,263
Sears plc.................................. 880,350 1,495,038
Taylor Woodrow plc......................... 722,825 1,323,690
Unigate.................................... 209,000 1,112,224
----------
16,603,295
----------
Total Common Stock
(cost $57,020,835)........................ 57,981,541
----------
- ---------------
+Known and does business as International Equity Fund.
8
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<PAGE> 11
Statement of Net Assets (Continued)
Market
Principal Value
Amount** (U.S. $)
BONDS--0.76%
World Bank 10.625% 9/8/98.................. Sp62,000,000 $ 472,508
----------
Total Bonds (cost $516,147)................ 472,508
----------
GOVERNMENT OBLIGATIONS--2.95%
Government of Canada
10.25% 3/15/14............................ C$ 2,300,000 1,827,592
----------
Total Government Obligations
(cost $1,976,103)......................... 1,827,592
----------
REPURCHASE AGREEMENTS--1.65%
With Banker's Trust 5.68% 12/1/94
(dated 11/30/94, collateralized by
$1,055,000 U.S. Treasury Notes
4.125% due 5/31/95 market
value $1,043,625)......................... $ 1,023,000 1,023,000
----------
Total Repurchase Agreements
(cost $1,023,000)......................... 1,023,000
----------
TOTAL MARKET VALUE OF SECURITIES--
98.92% (cost $60,536,085)................. 61,304,641
RECEIVABLES AND OTHER ASSETS NET OF
LIABILITIES--1.08%........................ 668,083
----------
NET ASSETS APPLICABLE TO 5,197,794 SHARES
($.01 PAR VALUE) OUTSTANDING--100.00%..... $61,972,724
===========
NET ASSET VALUE--INTERNATIONAL EQUITY FUND
A CLASS ($53,736,104 / 4,509,439 shares).. $11.92
======
NET ASSET VALUE--INTERNATIONAL EQUITY FUND
INSTITUTIONAL CLASS
($7,613,189 / 635,948 shares)............. $11.97
======
NET ASSET VALUE--INTERNATIONAL EQUITY FUND
B CLASS ($623,431 / 52,407 shares)........ $11.90
======
- ----------------
* Non-income producing security for the year ended
November 30, 1994.
** Principal amount is stated in the currency in which
each bond is denominated.
See accompanying notes
<PAGE> 12
Delaware Group Global &
International Funds, Inc.--
International Equity Series
Statement of Operations
Year Ended November 30, 1994
INVESTMENT INCOME:
Dividends.................................. $1,866,471
Interest................................... 302,792 $2,169,263
----------
EXPENSES:
Management fees ($415,544) and
directors' fees ($11,568)................. 427,112
Dividend disbursing and transfer
agent fees and expenses................... 250,386
Distribution expenses...................... 152,697
Registration fees.......................... 48,700
Custodian fees............................. 48,320
Reports and statements to
shareholders.............................. 28,440
Salaries................................... 14,942
Auditing................................... 17,113
Amortization of organization
expenses.................................. 3,568
Other...................................... 17,428
--------
1,008,706
Less expenses absorbed by Delaware
International Advisers Ltd................ (149,271) 859,435
--------- ---------
NET INVESTMENT INCOME
BEFORE FOREIGN TAX
WITHHELD.................................. 1,309,828
FOREIGN TAX WITHHELD....................... (233,385)
---------
NET INVESTMENT INCOME...................... 1,076,443
---------
NET REALIZED GAIN AND
UNREALIZED LOSS ON
INVESTMENTS AND FOREIGN
CURRENCIES:
Net realized gain (loss) on:
Investment transactions................... 2,481,327
Foreign currencies........................ (351,694)
---------
Net realized gain........................ 2,129,633
Net unrealized depreciation of
investments and foreign
currencies................................ (429,323)
---------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS AND
FOREIGN CURRENCIES........................ 1,700,310
---------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS................. $2,776,753
==========
NET ASSET VALUE AND OFFERING PRICE PER
SHARE--INTERNATIONAL EQUITY FUND A CLASS
International Equity Fund A Class (A)...... $11.92
Sales charge (5.75% of offering price, or 6.10% of
amount invested per share)(B)............. .73
------
Offering price............................. $12.65
======
- --------------
(A) Net asset value per share, as illustrated, is the estimated amount which
would be paid upon the redemption or repurchase of shares.
(B) See Purchasing Shares in the current Prospectus for purchases of $100,000
or more.
See accompanying notes
9
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 13
Delaware Group Global &
International Fund, Inc.--
International Equity Series
Statement of Changes in Net Assets
Year Ended Year Ended
11/30/94 11/30/93
OPERATIONS:
Net investment income...................... $ 1,076,443 $ 484,780
Net realized gain on investments and
foreign currencies........................ 2,129,633 765,369
Net unrealized appreciation
(depreciation) of investments and
foreign currencies........................ (429,323) 1,546,871
---------- ---------
Net increase in net assets resulting
from operations........................... 2,776,753 2,797,020
---------- ---------
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income:
International Equity Fund A Class......... (790,811) (355,194)
International Equity Fund
Institutional Class...................... (103,280) (68,556)
International Equity Fund B Class......... (491) --
Net realized gain from security transactions:
International Equity Fund A Class......... (424,858) --
International Equity Fund
Institutional Class...................... (50,865) --
International Equity Fund B Class......... -- --
---------- ---------
(1,370,305) (423,750)
---------- ---------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
International Equity Fund A Class......... 53,822,589 33,628,652
International Equity Fund
Institutional Class...................... 5,208,314 3,233,473
International Equity Fund B Class......... 682,252 --
Net asset value of shares issued upon
reinvestment of dividends from net
investment income and net realized gain
from security transactions:
International Equity Fund A Class......... 1,092,988 337,512
International Equity Fund
Institutional Class...................... 146,299 67,850
International Equity Fund B Class......... 463 --
---------- ----------
60,952,905 37,267,487
---------- ----------
Cost of shares repurchased:
International Equity Fund A Class......... (34,129,609) (8,895,103)
International Equity Fund
Institutional Class...................... (1,852,746) (837,882)
International Equity Fund B Class......... (35,989) --
---------- ----------
(36,018,344) (9,732,985)
----------- ----------
Increase in net assets derived from
capital share transactions................ 24,934,561 27,534,502
----------- ----------
NET INCREASE IN NET ASSETS................. 26,341,009 29,907,772
NET ASSETS:
Beginning of period........................ 35,631,715 5,723,943
----------- ----------
End of period (including undistributed
net investment income of $323,682
and $141,821, respectively)............... $61,972,724 $35,631,715
=========== ===========
See accompanying notes
<PAGE> 14
Delaware Group Global &
International Funds, Inc.--
International Equity Series
Notes to Financial Statements
November 30, 1994
1. Significant Accounting Policies
Delaware Group Global & International Funds, Inc. (the "Fund") is a diversified
open-end, registered investment company which is intended to meet a wide range
of investment objectives with its three separate portfolios. The Fund was
organized under the laws of Maryland and is registered under the Investment
Company Act of 1940, (as amended). Each Portfolio ("Series") is in effect a
separate fund issuing its own shares. As of November 30, 1994 only the
International Equity Series had commenced operations. The International Equity
Series currently offers three classes of shares, International Equity Fund A
Class (formerly known as International Equity Fund class), International Equity
Fund Institutional Class (formerly known as International Equity Fund
(Institutional) class) and International Equity Fund B Class. On December 27,
1994, the Global Bond Series (formerly known as the Global Income Series) and
the Global Assets Series (formerly known as the Global Total Return Series)
commenced operations. Like any investment in securities, the value of the
portfolio may be subject to risk of loss from market, currency, economic and
political factors which occur in the countries where this Series is invested.
Portfolio securities listed or traded on a national securities exchange, except
for bonds, are valued at the closing price on the exchange where they are
primarily traded. Securities listed on a foreign exchange are valued at the last
quoted sale price before the time when the Fund is valued. Securities not traded
on a particular day, over-the-counter securities and government and agency
securities are valued at mean value between bid and asked prices. Money market
instruments having a maturity of less than 60 days are valued at amortized cost.
Debt securities (other than short-term obligations) are valued on the basis of
valuations provided by a pricing service when such prices are believed to
reflect the fair value of such securities. Use of the pricing service has been
approved by the Board of Directors. The values of all assets and liabilities
initially expressed in foreign currencies are translated into U.S. dollars at
the exchange rate of such currencies against the U.S. dollar as provided by the
pricing service at approximately 3:00 p.m. New York time. Forward foreign
currency contracts are valued at the mean between the bid and asked prices of
the contracts.
Security transactions are accounted for on the date the securities are purchased
or sold (trade date). Gains and losses are based upon the specific
identification method for both financial statement and federal tax purposes.
Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Foreign dividends are recorded net of all non-rebatable tax
witholdings. Interest income and expenses are recorded on the accrual basis.
No provision for federal income taxes was made since it is the intention of the
Fund to comply with the provisions of the Internal Revenue Code available to
regulated investment companies and to make requisite distributions to
shareholders.
10
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 15
Notes to Financial Statements (Continued)
1. Significant Accounting Policies (Continued)
Costs incurred in connection with the Fund's organization and registration are
paid by each Series and amortized on a straight line method. Registration costs
were amortized over a two-year period and organization expenses are being
amortized over a five-year period following the initial public offering.
The Series received $35,000 from the initial subscribers to purchase shares at
net asset value prior to the initial public offering of the Series shares. In
the event the initial subscribers redeem these shares during the
five-year-period beginning with the date of initial public offering, there will
be deducted from the redemption proceeds attributable to such shares the then
unamortized portion of the organization expenses attributable to these shares.
Such proration is to be calculated by dividing the number of shares to be
redeemed by the aggregate number of shares held by the initial subscribers
representing the initial capital.
On November 9, 1992, the Series began offering a new class of shares, the
International Equity Fund Institutional Class, which is available only to
certain institutions at net asset value and on September 6, 1994, the Series
began offering the International Equity Fund B Class. Each share in each class
will bear, pro rata, all of the common expenses of the Series except that the
International Equity Fund Institutional Class will not incur any distribution
fees under the 12b-1 Plan. The net asset values of all outstanding shares of
each class of the Series will be computed on a pro rata basis for each
outstanding share based on the proportionate participation in the Series
represented by the value of shares of that class. All income earned and expenses
incurred by the Series, will be borne on a pro rata basis by each outstanding
share of a class, based on each class' percentage in the Series represented by
the value of shares of such classes. Due to the specific distribution expenses,
it is expected that the net asset value, net investment income and dividends
paid to each class of the Series will vary.
The Series is permitted to borrow money as a temporary measure for extraordinary
or emergency purposes. The Series had a line of credit arrangement with Chemical
Bank, for an amount not to exceed $1 million. As of and for the year ended
November 30, 1994, there were no borrowings under this line of credit.
<PAGE> 16
2. Investment Management Fee and Other Transactions with Affiliates
In accordance with the terms of the Investment Management Agreement, Delaware
International Advisers Ltd., a division of Delaware Management Company, Inc.,
acts as the investment manager of the Fund, and will receive a fee to be paid
monthly, which is computed on the net assets of the Series as of the close of
business each day at the annual rate of 0.75% less all amounts paid to the
unaffiliated directors. On December 12, 1994, Delaware Management Holdings,
Inc., which indirectly owns all of the outstanding stock of Delaware Management
Company, Inc., and Delaware International Advisers Ltd. entered into an
agreement of merger with Lincoln National Corporation. This merger will result
in Delaware Management Holdings, Inc. becoming a wholly-owned subsidiary of
Lincoln National Corporation. The transaction is subject to the receipt of all
regulatory and shareholder approvals. Pursuant to the Distribution Agreement
between the Fund and Delaware Distributors, L.P., an affiliate of Delaware
Management Company, Inc., the Distributor will be paid monthly a fee which is
computed on the net assets of the Fund as of the close of business each day at
the annual rate of 0.30% of the Series' average daily net assets attributable to
the International Equity Fund A Class and at an annual rate of 1.00% of the
Series' average daily net assets attributable to the International Equity Fund B
Class.
Certain officers, directors and shareholders of Delaware Management Company,
Inc. are officers and/or directors of Delaware Group Global and International
Funds, Inc.--International Equity Series. Directors, officers and employees of
Delaware Management Company, Inc., who are also directors, officers and
employees of the Series, do not receive any compensation from the Series.
Salaries of officers and employees who are exclusively employed by the Delaware
Group of Funds are apportioned on the basis of net assets of the respective
Funds. For the year ended November 30, 1994, expenses related to such salaries
for the Series amounted to $14,942. During the year ended November 30, 1994,
Delaware Service Company, Inc., an affiliate of Delaware Management Company,
Inc., billed $227,286 for providing dividend disbursing and transfer agent
services to the Series. In addition, Delaware Distributors, L.P. another
affiliate of Delaware Management Company, Inc., received $88,401 from
commissions earned on sales of International Equity Fund A Class.
Delaware International Advisers Ltd. has elected voluntarily to waive its fee
and reimburse the Series to the extent that annual operating expenses, exclusive
of taxes, interest, brokerage commissions and extraordinary expenses, exceed
1.25% of average net assets for the International Equity Fund A Class and 0.95%
for the International Equity Fund Institutional Class through May 31, 1994. From
June 1, 1994 through November 30, 1994, Delaware International Advisers Ltd.
elected to waive its fee and reimburse the Series to the extent that total
operating expenses exclusive of taxes, interest, brokerage commissions,
extraordinary expenses and 12b-1 expenses, exceed 1.50% of average net assets
for the International Equity Fund A Class, the International Equity Fund
Institutional Class and the International Equity Fund B Class. Total expenses
absorbed by Delaware International Advisers Ltd. for the year ended November 30,
1994 were $149,271.
On November 30, 1994, the Series had an investment management fee payable to
Delaware Management Company, Inc. of $65,131. Also, the Series had dividend
disbursing and transfer agent fees and expenses payable to Delaware Service
Company of $16,998. In addition, the Series owes Delaware Service Company, Inc.
and Delaware Distributors, L.P. $1,037 and $2,732, respectively, for other
expenses related to operations.
11
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 17
Notes to Financial Statements (Continued)
3. Investments
Investment securities at November 30, 1994 based on cost for federal income tax
purposes are as follows:
Cost of investments................................ $60,536,085
Aggregate unrealized appreciation.................. 4,284,128
Aggregate unrealized depreciation.................. (3,515,572)
-----------
Market value of investments........................ $61,304,641
===========
Net realized gain based on cost of securities for federal income tax purposes
was $2,481,327 for the year ended November 30, 1994.
During the year ended November 30, 1994, the Series had purchases of $39,479,723
and sales of $14,282,893 of investment securities, other than U.S. government
securities and short-term debt securities having maturities of one year or less.
On November 30, 1994, the Series had a receivable for securities sold of
$235,139.
4. Foreign Exchange Contracts
The Series will, from time to time, enter into foreign currency exchange
contracts. There are costs and risks associated with such currency transactions.
No type of foreign currency transaction will eliminate fluctuations in the
prices of the Fund's foreign securities or will prevent loss if the prices of
such securities should decline. Outstanding contracts as of November 30, 1994
were as follows:
In Unrealized
Contract Exchange Settlement Appreciation
To Deliver For Date (Depreciation)
2,432,311 British pounds........ $3,800,000 2/28/95 $(8,148)
4,464,030 Dutch guilders........ 2,550,000 2/28/95 10,445
616,770,000 Japanese yen........ 6,300,000 2/28/95 10,279
--------
$12,576
========
5. Industry Disclosure
As of November 30, 1994, the Series portfolio diversification was as follows:
Percentage of
Total Securities
Industry at Value
- ----------- ----------------
Consumer Cyclical................................... 15.94%
Energy.............................................. 13.60%
Industrial.......................................... 12.61%
Conglomerates....................................... 11.72%
Utilities........................................... 9.79%
Financial........................................... 9.47%
Consumer Growth..................................... 8.09%
Capital Goods....................................... 6.94%
Defensive Consumer Staples.......................... 6.42%
Government Bonds.................................... 3.75%
Repurchase Agreements............................... 1.67%
-------
Total............................................... 100.00%
=======
<PAGE> 18
6. Capital Stock
Transactions in capital stock shares were as follows:
Year Ended Year Ended
11/30/94 11/30/93
Shares sold:
International Equity Fund A Class......... 4,382,022 3,098,605
International Equity Fund
Institutional Class...................... 423,561 302,921
International Equity Fund B Class......... 55,284 --
Shares issued upon reinvestment of
dividends from net investment income and
net realized gain from security
transactions:
International Equity Fund A Class......... 91,804 33,541
International Equity Fund
Institutional Class...................... 12,259 6,839
International Equity Fund B Class......... 38 --
--------- ---------
4,964,968 3,441,906
--------- ---------
Shares repurchased:
International Equity Fund A Class......... (2,779,645) (797,139)
International Equity Fund
Institutional Class...................... (150,626) (75,825)
International Equity Fund B Class......... (2,915) --
--------- ---------
(2,933,186) (872,964)
---------- ---------
Net increase............................... 2,031,782 2,568,942
========== =========
The Fund declared distributions from net realized gains from security
transactions in the amount of $0.47 per share and $.095, $.130 and $.085 per
share for the International Equity Fund A Class, the International Equity Fund
Institutional Class and the International Equity Fund B Class, respectively,
from net investment income, payable on January 5, 1995 to shareholders of
record December 27, 1994. The ex-dividend date was December 28, 1994.
7. Components of Net Assets
Common stock, $.01 par value, 500,000,000 shares authorized
to the Fund with 50,000,000 shares allocated to the
International Equity Fund A Class, 50,000,000 shares
allocated to the International Equity Fund Institutional
Class and 50,000,000 shares allocated to the International
Equity Fund B Class......................................... $58,473,122
Accumulated undistributed income:
Net investment income....................................... 323,682
Net realized gain on investments and foreign
currencies................................................. 2,397,146
Net unrealized appreciation of investments and
foreign currencies......................................... 778,774
-----------
Total net assets............................................. $61,972,724
===========
12
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 19
Notes to Financial Statements (Continued)
8. Financial Highlights
Selected data for each share of the Fund outstanding throughout each period
were as follows:
<TABLE>
<CAPTION>
International International International
Equity Fund Equity Fund Equity Fund
A Class Institutional Class B Class
-------------------------------------------------------------------------------------------
Year 10/31/91(1) Year 11/9/92(2) 9/6/94(1)
Ended to Ended to to
11/30/94 11/30/93 11/30/92 11/30/91 11/30/94 11/30/93 11/30/92 11/30/94
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period..... $11.250 $9.590 $9.650 $10.000 $11.290 $9.590 $9.520 $12.860
Income from investment operations:
Net investment income................... 0.140 0.499 0.162 (0.004) 0.166 0.594 0.021 0.036
Net realized and unrealized gain (loss)
from security transactions............. 0.925 1.636 (0.172) (0.346) 0.899 1.581 0.049 (0.966)
------- ------- ------ ------- ------- ------- ------ -------
Total from investment operations........ 1.065 2.135 (0.010) (0.350) 1.065 2.175 0.070 (0.930)
Less distributions:
Dividends from net investment income.... (0.255) (0.475) (0.050) none (0.245) (0.475) none (0.030)
Distribution from net realized gain on
security transactions.................. (0.140) none none none (0.140) none none none
------- ------- ------ ------- ------- ------- ------ -------
Total distributions..................... (0.395) (0.475) (0.050) none (0.385) (0.475) none (0.030)
Net asset value, end of period........... $11.920 $11.250 $9.590 $ 9.650 $11.970 $11.290 $9.590 $11.900
======= ======= ====== ======= ======= ======= ====== =======
Total return(10)......................... 9.23% 23.08% (0.15%) (3.50%) 9.47% 23.52% (0.15%) (7.24%)
Ratios/supplemental data:
Net assets, end of period (000 omitted). $53,736 $31,673 $4,604 $723 $7,613 $3,959 $1,120 $624
Ratio of expenses to average net assets 1.56%(4) 1.25%(4) 1.25%(4) (3) 1.26%(6) 0.95%(6) 0.95% 2.26%(8)
Ratio of net investment income to
average net assets..................... 1.22%(5) 3.91%(5) 2.44%(5) (3) 1.52%(7) 4.21%(7) 2.74% 0.52%(9)
Portfolio turnover rate................. 27% 24% 12% (3) 27% 24% 12% 27%
</TABLE>
<PAGE>
- -----------------
(1)Date of initial public offering, ratios and total return have been
annualized for International Equity Fund A Class. Ratios have been
annualized and total return has not been annualized for International Equity
Fund B Class.
(2)Date of initial public offering, ratios have been annualized and the total
return reflects the performance of the International Equity Fund A Class
from 12/1/91 to 11/8/92 and the International Equity Fund Institutional
Class from 11/9/92 to 11/30/92.
(3)The ratios of expenses and net investment income to average net assets and
portfolio turnover have been omitted as management believes that such ratios
for this relatively short period are not meaningful.
(4)Ratio of expenses to average net assets prior to expense limitation was
1.82% for the year ended 11/30/94, 2.16% for the year ended 11/30/93 and
5.67% for the year ended 11/30/92.
(5)Ratio of net investment income (loss) to average net assets prior to expense
limitation was 0.96% for the year ended 11/30/94, 3.00% for the year ended
11/30/93 and (2.00%) for the year ended 11/30/92.
(6)Ratio of expenses to average net assets prior to expense limitation was
1.52% for the year ended 11/30/94 and 1.86% for the year ended 11/30/93.
(7)Ratio of net investment income to average net assets prior to expense
limitation was 1.26% for the year ended 11/30/94 and 3.30% for the year
ended 11/30/93.
(8)Ratio of expenses to average net assets prior to expense limitation was
2.52% for the period 9/6/94 to 11/30/94.
(9)Ratio of net investment income to average net assets prior to expense
limitation was 0.26% for the period 9/6/94 to 11/30/94.
(10)Does not include maximum sales charge of 5.75% nor the 1% limited contingent
deferred sales charge that would apply in the event of certain redemptions
within 12 months of purchase for International Equity Fund A Class and does
not include contingent deferred sales charge which varies from 1%-4%
depending upon the holding period for International Equity Fund B Class.
13
[GRAPHIC OF FEATHER QUILL PEN]
<PAGE> 20
Delaware Group Global &
International Funds, Inc.--
International Equity Series
Report of Independent Auditors
To the Shareholders and Board of Directors
Delaware Group Global & International Funds, Inc.--International Equity
Series
We have audited the accompanying statement of net assets of Delaware Group
Global & International Fund, Inc.--International Equity Series as of November
30, 1994, and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period then
ended and the financial highlights for each of the three years in the period
ended November 30, 1994 and for the period from October 31, 1991 (date of
initial public offering) to November 30, 1991. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
November 30, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Delaware Group Global & International Funds, Inc.--International Equity Series
at November 30, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended,
and the financial highlights for each of the three years in the period ended
November 30, 1994 and for the period from October 31, 1991 (date of initial
public offering) to November 30, 1991, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
January 6, 1995
- -----------------------------------------------------------------------------
This annual report is for the information of International Equity Fund
shareholders, but it may be used with prospective investors when preceded or
accompanied by a current Prospectus, which gives details about charges,
expenses, investment objectives and operating policies of the Fund. Summary
investment results are documented in the current Statement of Additional
Information. If used with prospective investors after March 31, 1995, this
report must also be accompanied by a International Equity Fund Performance
Update for the most recently completed calendar quarter. The figures in this
report represent past results. The return and principal of an investment in the
Fund will fluctuate so that shares, when redeemed, may be worth more or less
than their original cost.
<PAGE> 21
DELAWARE GROUP OF FUNDS
FOR GROWTH OF CAPITAL
Trend Fund
DelCap Fund
Value Fund
FOR TOTAL RETURN
Dividend Growth Fund
Decatur Total Return Fund
Decatur Income Fund
Delaware Fund
FOR GLOBAL DIVERSIFICATION
International Equity Fund
Global Assets Fund
Global Bond Fund
FOR CURRENT INCOME
Delchester Fund
U.S. Government Fund
Treasury Reserves Intermediate Fund
FOR TAX-FREE CURRENT INCOME
Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund
Tax-Free Pennsylvania Fund
MONEY MARKET FUNDS
Delaware Cash Reserve
U.S. Government Money Fund
Tax-Free Money Fund
CLOSED-END EQUITY/INCOME*
Dividend and Income Fund
Global Dividend and Income Fund
For a prospectus of any Delaware Group fund, contact your financial adviser or
Delaware Group.
*Delaware Group Dividend and Income Fund and Delaware Group Global Dividend and
Income Fund purchases can be made through any broker who is registered with
the New York Stock Exchange.
BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING INVESTMENTS. MUTUAL FUNDS
CAN BE A VALUABLE PART OF YOUR FINANCIAL PLAN; HOWEVER, SHARES OF THE FUND ARE
NOT FDIC OR NCUSIF INSURED, ARE NOT GUARANTEED BY ANY CREDIT UNION OR ANY BANK,
ARE NOB OBLIGATIONS OF OR DEPOSITS OF ANY CREDIT UNION OR ANY BANK, AND INVOLVE
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
Investment Manager
Delaware Management Company, Inc.
Philadelphia
International Affiliate
Delaware International Advisers Ltd.
London
National Distributor
Delaware Distributors, L.P.
Philadelphia
Shareholder Servicing,
Dividend Disbursing and Transfer Agent
Delaware Service Company, Inc.
Philadelphia
1818 Market Street
Philadelphia, PA 19103-3682
Nationwide (800) 523-4640;
In Philadelphia (215) 988-1333
Securities Dealers Only
Nationwide (800) 362-7500;
In Philadelphia (215) 988-1050
Copyright Delaware Distributors, L.P.
Delaware Group
==============
Philadelphia London
Printed in the U.S.A. on recycled paper 1/95-TKO-AR-034
<PAGE>
Delaware Group Global & International Funds, Inc. - Global Bond Series
Statement of Assets and Liabilities
November 30, 1994
ASSETS:
Cash $ 35,000
Deferred organization and
registration expenses 110,010
--------
145,010
--------
LIABILITIES:
Accounts payable
and other accrued expenses 110,010
--------
110,010
--------
NET ASSETS APPLICABLE TO 3,500
SHARES OUTSTANDING; EQUIVALENT
TO $10.00 PER SHARE $ 35,000
========
See accompanying notes
<PAGE>
Delaware Group Global & International Funds, Inc. - Global Bond Series
Notes to Financial Statements
November 30, 1994
1. Significant Accounting Policies
Delaware Group Global & International Funds, Inc. (the "Fund") is a diversified
open-end, registered investment company which is intended to meet a wide range
of investment objectives with its three separate portfolios. The Fund was
organized under the laws of Maryland and is registered under the Investment
Company Act of 1940 (as amended). Each Portfolio ("Series") is in effect a
separate fund issuing its own shares. As of November 30, 1994, only the
International Equity Series had commenced operations. The Global Bond Series
(formerly known as the Global Income Series) and the Global Assets Series
(formerly known as the Global Total Return Series) had not commenced operations
except for the conduct of organizational matters. As a result, only a statement
of assets and liabilities has been shown for the Global Bond Series. The Global
Bond Series currently has three classes of shares, Global Bond Fund A Class
(formerly known as Global Income Fund class), Global Bond Institutional Class
(formerly known as Global Income Fund (Institutional) class) and Global Bond
Fund B Class (formerly known as Global Income Fund B Class). On December 27,
1994, the Global Bond Series and the Global Assets Series commenced operations.
Portfolio securities listed or traded on a national securities exchange, except
for bonds, are valued at the closing price on the exchange where they are
primarily traded. Securities listed on a foreign exchange are valued at the last
quoted sale price before the time when the Fund is valued. Securities not traded
on a particular day, over-the-counter securities and government and agency
securities are valued at mean value between bid and asked prices. Money market
instruments having a maturity of less than 60 days are valued at amortized cost.
Debt securities (other than short-term obligations) are valued on the basis of
valuations provided by a pricing service when such prices are believed to
reflect the fair value of such securities. Use of the pricing service has been
approved by the Board of Directors. The values of all assets and liabilities
initially expressed in foreign currencies are translated into U.S. dollars at
the exchange rate of such currencies against the U.S. dollar as provided by the
pricing service at approximately 3:00 p.m. New York time. Forward foreign
currency contracts are valued at the mean between the bid and asked prices of
the contracts.
Security transactions are accounted for on the date the securities are purchased
or sold (trade date). Gains and losses are based upon the specific
identification method for both financial statement and federal tax purposes. As
of November 30, 1994, no security transactions had occurred. Dividend income and
distributions to shareholders are recorded on the ex-dividend date. Foreign
dividends are recorded net of all non-rebatable tax withholdings. Interest
income and expenses are recorded on the accrual basis.
No provision for federal income taxes was made since it is the intention of the
Fund to comply with the provisions of the Internal Revenue Code available to
regulated investment companies and to make requisite distributions to
shareholders.
Costs incurred in connection with the Fund's organization and registration are
paid by each Series and amortized on a straight line method. Registration costs
are amortized over a two-year period and organization expenses are amortized
over a five-year period following the initial public offering.
The Series received $35,000 from the initial subscribers to purchase 3,500
shares at net asset value prior to the initial public offering of the Series'
shares. In the event the initial subscribers redeem these shares during the
five-year-period beginning with the date of initial public offering, there will
be deducted from the redemption proceeds attributable to such shares the then
unamortized portion of the organization expenses attributable to these shares.
Such proration is to be calculated by dividing the number of shares to be
redeemed by the aggregate number of shares held by the initial subscribers
representing the initial capital. As of November 30, 1994, no other transactions
in capital stock shares had occurred.
On November 9, 1992, the Series began offering a new class of shares, the Global
Bond Fund Institutional Class, which is available only to certain institutions
at net asset value and on September 6, 1994, the Series began offering the
Global Bond Fund B Class. Each share in each class will bear, pro rata, all of
the common expenses of the Series except that the Global Bond Fund Institutional
Class will not incur any distribution fees under the 12b-1 Plan. The net asset
values of all outstanding shares of each class of the Series will be computed on
a pro rata basis for each outstanding share based on the proportionate
participation in the Series represented by the value of shares of that class.
All income earned and expenses incurred by the Series, will be borne on a pro
rata basis by each outstanding share of a class, based on each class' percentage
in the Series represented by the value of shares of such classes. Due to the
specific distribution expenses and other costs that would be allocable to each
class, it is expected that the net asset value, net investment income, and
dividends paid to each class of the Series will vary. No Institutional Class
shares or Class B shares have been issued as of November 30, 1994.
2. Investment Management Fee and Other Transactions with Affiliates
In accordance with the terms of the Investment Management Agreement, Delaware
International Advisers Ltd., a division of Delaware Management Company, Inc.,
acts as the investment manager of the Fund, and will receive a fee to be paid
monthly, which is computed on the net assets of each Series as of the close of
business each day at the annual rate of 0.75% for each of the Series less all
amounts paid to the unaffiliated directors. On December 12, 1994, Delaware
Management Holdings, Inc., which indirectly owns all of the outstanding stock of
Delaware Management Company, Inc. and Delaware International Advisers Ltd.
entered into an agreement of merger with Lincoln National Corporation. This
merger will result in Delaware Management Holdings, Inc. becoming a wholly-owned
subsidiary of Lincoln National Corporation. The transaction is subject to the
receipt of all regulatory and shareholder approvals. Pursuant to the
Distribution Agreement between the Fund and Delaware Distributors, Inc., an
affiliate of Delaware Management Company, Inc., the Distributor will be paid
monthly a fee which is computed on the net assets of the Series as of the close
of business each day at the annual rate of 0.30% of the Series' average daily
net assets attributable to the Global Bond Fund A Class and at an annual rate of
1.00% of the Series' average daily net assets attributable to the Global Bond
Fund B Class. Delaware International Advisers Ltd. has elected voluntarily to
waive its fee and reimburse the Global Bond Series to the extent that annual
operating expenses, exclusive of taxes, interest, brokerage commissions and
extraordinary expenses, exceed 1.25% of average daily net assets for the
Global Bond Fund A Class, 0.95% for the Global Bond Fund Institutional Class and
1.95% for the Global Bond Fund B Class.
<PAGE>
Notes to Financial Statements (Continued)
3. Components of Net Assets
500,000,000 shares $.01 par value, have been authorized to the Fund with
50,000,000 shares allocated to each class in the Series. Total net assets
applicable to 3,500 shares of common stock outstanding were $35,000, which is
equivalent to $10.00 per share.
4. Financial Highlights
Selected data for each share of the Series outstanding throughout the period has
been omitted since the Series has not commenced operations.
<PAGE>
Delaware Group Global & International Funds, Inc. - Global Bond Series
Report of Independent Auditors
To the Shareholders and Board of Directors
Delaware Group Global & International Funds, Inc. - Global Bond Series
We have audited the accompanying statement of assets and liabilities of Delaware
Group Global & International Funds, Inc. - Global Bond Series as of November 30,
1994. This financial statement is the responsibility of the Fund's management.
Our responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Delaware Group Global &
International Funds, Inc. - Global Bond Series at November 30, 1994, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
January 6, 1995
<PAGE>
Delaware Group Global & International Funds, Inc. -
Global Assets Series
Statement of Assets and Liabilities
November 30, 1994
ASSETS:
Cash $ 35,000
Deferred organization and
registration expenses 109,929
--------
144,929
--------
LIABILITIES:
Accounts payable
and other accrued expenses 109,929
--------
109,929
--------
NET ASSETS APPLICABLE TO 3,500
SHARES OUTSTANDING; EQUIVALENT
TO $10.00 PER SHARE $ 35,000
========
See accompanying notes
<PAGE>
Delaware Group Global & International Funds -
Global Assets Series
Notes to Financial Statements
November 30, 1994
1. Significant Accounting Policies
Delaware Group Global & International Funds, Inc. (the "Fund") is a diversified
open-end, registered investment company which is intended to meet a wide range
of investment objectives with its three separate portfolios. The Fund was
organized under the laws of Maryland and is registered under the Investment
Company Act of 1940 (as amended). Each Portfolio ("Series") is in effect a
separate fund issuing its own shares. As of November 30, 1994, only the
International Equity Series had commenced operations. The Global Assets Series
(formerly known as the Global Total Return Series) and the Global Bond Series
(formerly known as the Global Income Series) had not commenced operations except
for the conduct of organizational matters. As a result, only a statement of
assets and liabilities has been shown for the Global Assets Series. The Global
Assets Series currently has three classes of shares, Global Assets Fund A Class
(formerly known as Global Total Return Fund class), Global Assets Fund
Institutional Class (formerly known as Global Total Return Fund (Institutional)
class) and Global Assets Fund B Class (formerly known as Global Total Return
Fund B Class). On December 27, 1994, the Global Assets Series and the Global
Bond Series commenced operations.
Portfolio securities listed or traded on a national securities exchange, except
for bonds, are valued at the closing price on the exchange where they are
primarily traded. Securities listed on a foreign exchange are valued at the last
quoted sale price before the time when the Fund is valued. Securities not traded
on a particular day, over-the-counter securities and government and agency
securities are valued at mean value between bid and asked prices. Money market
instruments having a maturity of less than 60 days are valued at amortized cost.
Debt securities (other than short-term obligations) are valued on the basis of
valuations provided by a pricing service when such prices are believed to
reflect the fair value of such securities. Use of the pricing service has been
approved by the Board of Directors. The values of all assets and liabilities
initially expressed in foreign currencies are translated into U.S. dollars at
the exchange rate of such currencies against the U.S. dollar as provided by the
pricing service at approximately 3:00 p.m. New York time. Forward foreign
currency contracts are valued at the mean between the bid and asked prices of
the contracts.
Security transactions are accounted for on the date the securities are purchased
or sold (trade date). Gains and losses are based upon the specific
identification method for both financial statement and federal tax purposes. As
of November 30, 1994, no security transactions had occurred. Dividend income and
distributions to shareholders are recorded on the ex-dividend date. Foreign
dividends are recorded net of all non-rebatable tax withholdings. Interest
income and expenses are recorded on the accrual basis.
No provision for federal income taxes was made since it is the intention of the
Fund to comply with the provisions of the Internal Revenue Code available to
regulated investment companies and to make requisite distributions to
shareholders.
Costs incurred in connection with the Fund's organization and registration are
paid by each Series and amortized on a straight line method. Registration costs
are amortized over a two-year period and organization expenses are amortized
over a five-year period following the initial public offering.
The Series received $35,000 from the initial subscribers to purchase 3,500
shares at net asset value prior to the initial public offering of the Series'
shares. In the event the initial subscribers redeem these shares during the
five-year-period beginning with the date of initial public offering, there will
be deducted from the redemption proceeds attributable to such shares the then
unamortized portion of the organization expenses attributable to these shares.
Such proration is to be calculated by dividing the number of shares to be
redeemed by the aggregate number of shares held by the initial subscribers
representing the initial capital. As of November 30, 1994, no other transactions
in capital stock shares had occurred.
On November 9, 1992, the Series began offering a new class of shares, the Global
Assets Fund Institutional Class, which is available only to certain institutions
at net asset value and on September 6, 1994, the Series began offering the
Global Assets Fund B Class. Each share in each class will bear, pro rata, all of
the common expenses of the Series except that the Global Assets Fund
Institutional Class will not incur any distribution fees under the 12b-1 Plan.
The net asset values of all outstanding shares of each class of the Series will
be computed on a pro rata basis for each outstanding share based on the
proportionate participation in the Series represented by the value of shares of
that class. All income earned and expenses incurred by the Series, will be borne
on a pro rata basis by each outstanding share of a class, based on each class'
percentage in the Series represented by the value of shares of such classes. Due
to the specific distribution expenses and other costs that would be allocable to
each class, it is expected that the net asset value, net investment income, and
dividends paid to each class of the Series will vary. No Institutional Class
shares or Class B shares have been issued as of November 30, 1994.
2. Investment Management Fee and Other Transactions with Affiliates
In accordance with the terms of the Investment Management Agreement, Delaware
International Advisers Ltd., a division of Delaware Management Company, Inc.,
acts as the investment manager of the Fund, and will receive a fee to be paid
monthly, which is computed on the net assets of each Series as of the close of
business each day at the annual rate of 0.75% for each of the Series less all
amounts paid to the unaffiliated directors. Delaware International Advisers Ltd.
has entered into a sub-advisory agreement with Delaware Management Company, Inc.
(the "Sub-Adviser"). The Sub-Adviser will receive from Delaware International
Advisers Ltd. 25% of the investment management fees under the Investment
Management Agreement. On December 12, 1994, Delaware Management Holdings, Inc.,
which indirectly owns all of the outstanding stock of Delaware Management
Company, Inc. and Delaware International Advisers Ltd. entered into an agreement
of merger with Lincoln National Corporation. This merger will result in Delaware
Management Holdings, Inc. becoming a wholly-owned subsidiary of Lincoln National
Corporation. The transaction is subject to the receipt of all regulatory and
shareholder approvals. Pursuant to the Distribution Agreement between the Fund
and Delaware Distributors, Inc., an affiliate of Delaware Management Company,
Inc., the Distributor will be paid monthly a fee which is computed on the net
assets of the Series as of the close of business each day at the annual rate of
0.30% of the Series' average daily net assets attributable to the Global Assets
Fund A Class and at an annual rate of 1.00% of the Series' average daily net
assets attributable to the Global Assets Fund B Class. Delaware International
Advisers Ltd. has elected voluntarily to waive its fee and reimburse the Global
Assets Series to the extent that annual operating expenses, exclusive of taxes,
interest, brokerage commissions and extraordinary expenses, exceed 1.25% of
average daily net assets for the Global Assets Fund A Class, 0.95% for the
Global Assets Fund Institutional Class and 1.95% for the Global Assets Fund B
Class.
<PAGE>
Notes to Financial Statements (Continued)
3. Components of Net Assets
500,000,000 shares $.01 par value,have been authorized to the Fund with
50,000,000 shares allocated to each class in the Series. Total net assets
applicable to 3,500 shares of common stock outstanding were $35,000, which is
equivalent to $10.00 per share.
4. Financial Highlights
Selected data for each share of the Series outstanding throughout the period has
been omitted since the Series has not commenced operations.
<PAGE>
Delaware Group Global & International Fund, Inc. -
Global Assets Series
Report of Independent Auditors
To the Shareholders and Board of Directors
Delaware Group Global & International Fund, Inc. - Global Assets Series
We have audited the accompanying statement of assets and liabilities of Delaware
Group Global & International Funds, Inc. - Global Assets Series as of November
30, 1994. This financial statement is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Delaware Group Global &
International Funds, Inc. - Global Assets Series at November 30, 1994, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Philadelphia, Pennsylvania
January 6, 1995
