<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File 33-41034
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
------
Pre-Effective Amendment No. ________ ______
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Post-Effective Amendment No. 14 X
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AND
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
------
Amendment No. 14
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) 255-2923
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: November 29, 1996
-----------------
It is proposed that this filing will become effective:
_________ immediately upon filing pursuant to paragraph (b)
X on November 29, 1996 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 26, 1996.
<PAGE> 2
--- C O N T E N T S ---
This Post-Effective Amendment No. 14 to Registration File No. 33-41034
includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheet
4. Part A - Prospectuses*
5. Part B - Statement of Additional Information*
6. Part C - Other Information
7. Signatures
* The Registrant's Prospectuses and Statement of Additional Information
dated May 1, 1996 are incorporated into this filing by reference to
the electronic filing of those Prospectuses and Statement of
Additional Information made pursuant to Rule 497(c) on May 1, 1996.
The Supplement to the Class A Shares', Class B Shares' and Class C
Shares' Prospectus dated November 1, 1996 filed with the Commission on
that date pursuant to Rule 497(e) is not incorporated by reference
into this filing by reference. That Supplement will be superseded by
the Supplement included in this filing.
<PAGE> 3
CROSS-REFERENCE SHEET*
PART A**
<TABLE>
<CAPTION>
Location in
Item No. DescriptionProspectuses
- -------- -----------------------
<S> <C> <C> <C>
A Classes/ Institutional
B Classes/ Classes
C Classes
1 Cover Page . . . . . . . . . . . . . . . . . . . . . . . . Cover Cover
2 Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . Synopsis; Synopsis;
Summary ofSummary of
ExpensesExpenses
3 Condensed Financial Information . . . . . . . . . . . . . Financial Financial
Highlights Highlights
4 General Description of Registrant . . . . . . . . . . . . Investment Investment
Objectives and Objectives and
Strategies; Strategies;
Shares Shares
5 Management of the Fund . . . . . . . . . . . . . . . . . Management of Management of
the Funds the Funds
6 Capital Stock and Other Securities . . . . . . . . . . . The Delaware Dividends and
Difference; Distributions;
Dividends and Taxes;
Distributions; Shares
Taxes; Shares
7 Purchase of Securities Being Offered . . . . . . . . . . . Cover; Cover;
How to Buy How to Buy
Shares; Shares;
Calculation of Calculation of
Offering Price Net Asset
and Net Asset Value Per
Value Per Share; Management
Share; Management of the Funds
of the Funds
8 Redemption or Repurchase . . . . . . . . . . . . . . . . . How to Buy How to Buy
Shares; Shares;
Redemption and Redemption and
Exchange Exchange
9 Legal Proceedings . . . . . . . . . . . . . . . . . . . . None None
</TABLE>
* This filing relates to the International Equity Fund A Class, the
International Equity Fund B Class, the International Equity Fund C 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, the Global Bond Fund C Class and the Global Bond Fund
Institutional Class of the Global Bond Series; the Global Assets Fund A
Class, the Global Assets Fund B Class, the Global Assets Fund C Class and
the Global Assets Fund Institutional Class of the Global Assets Series;
and the Emerging Markets Fund A Class, the Emerging Markets Fund B Class,
the Emerging Markets Fund C Class and the Emerging Markets Fund
Institutional Class of the Emerging Markets Series. The Class A Shares,
the Class B Shares and the Class C Shares of each Series are combined in
one prospectus, and the Institutional Class of each Series is combined in
one prospectus. The four Series (and sixteen classes) have a common Part
B and Part C.
<PAGE> 4
** The Registrant's Prospectuses and Statement of Additional Information
dated May 1, 1996 are incorporated into this filing by reference to the
electronic filing of those Prospectuses and Statement of Additional
Information made pursuant to Rule 497(c) on May 1, 1996. The Supplement
to the Class A Shares', Class B Shares' and Class C Shares' Prospectus
dated November 1, 1996 filed with the Commission on that date pursuant to
Rule 497(e) is not incorporated by reference into this filing by
reference. That Supplement will be superseded by the Supplement included
in this filing.
<PAGE> 5
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
15 Control Persons and Principal Holders of Securities Officers and Directors
16 Investment Advisory and Other Services . . . . . . . . . . Plans Under Rule 12b-1 for
the Fund Classes (under
Purchasing Shares); Investment
Management Agreement and Sub-
Advisory Agreement; Officers and
Directors; General Information;
Financial Statements
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;
Determining Offering Price
and Net Asset Value;
Redemption and Repurchase;
Exchange Privilege
20 Tax Status . . . . . . . . . . . . . . . . . . . . . . . . Accounting and Tax Issues
21 Underwriters . . . . . . . . . . . . . . . . . . . . . . Purchasing Shares
22 Calculation of Performance Data . . . . . . . . . . . . . Performance Information
23 Financial Statements . . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>
<PAGE> 6
CROSS-REFERENCE SHEET
PART C
<TABLE>
<CAPTION>
Location in
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> 7
The Registrant's Prospectuses and Statement of Additional Information
dated May 1, 1996 are incorporated into this filing by reference to the
electronic filing of those Prospectuses and Statement of Additional
Information made pursuant to Rule 497(c) on May 1, 1996. The Supplement
to the Class A Shares', Class B Shares' and Class C Shares' Prospectus
dated November 1, 1996 filed with the Commission on that date pursuant to
Rule 497(e) is not incorporated by reference into this filing by
reference. That Supplement will be superseded by the Supplement included
in this filing.
<PAGE> 8
NOVEMBER 29, 1996
INTERNATIONAL EQUITY FUND
GLOBAL ASSETS FUND
GLOBAL BOND FUND
EMERGING MARKETS FUND
A CLASS/B CLASS/C CLASS
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1996
The following supplements the section of the Prospectus entitled
Financial Highlights.
The following unaudited condensed financial information for
International Equity Series, Global Assets Series and Global Bond Series is
derived from the unaudited financial statements of Delaware Group Global &
International Funds, Inc. ("Global Funds, Inc.") for the six-month period ended
May 31, 1996. The data should be read in conjunction with the financial
statements and related notes which are incorporated into the Statement of
Additional Information by reference to Global Funds, Inc.'s Semi-Annual Report
for the six months ended May 31, 1996. A copy of the Semi-Annual Report may be
obtained from Global Funds, Inc. upon request at no charge.
Unaudited condensed financial information for the period June 10, 1996
(date of initial public offering) through October 31, 1996, is also provided
below for the Emerging Markets Series. The data should be read in conjunction
with the financial statements and related notes which are included in the
Statement of Additional Information.
<PAGE> 9
<TABLE>
<CAPTION>
INTERNATIONAL INTERNATIONAL INTERNATIONAL
EQUITY FUND EQUITY FUND EQUITY FUND
A CLASS B CLASS C CLASS
------- ------- -------
UNAUDITED UNAUDITED UNAUDITED
12/1/95 12/1/95 12/1/95
THROUGH THROUGH THROUGH
5/31/96(1) 5/31/96(1) 5/31/96(1)
---------- ---------- ----------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period ..................... $ 12.190 $ 12.130 $ 12.190
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .................................... 0.439 0.395 0.450
Net Gains (Losses) on Securities
(both realized and unrealized) ....................... 0.976 0.970 0.915
----------- ----------- -----------
Total From Investment Operations .................. 1.415 1.365 1.365
----------- ----------- -----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income ..................... (0.220) (0.160) (0.240)
Distributions from Capital Gains ......................... (0.145) (0.145) (0.145)
Returns of Capital ....................................... none none none
----------- ----------- -----------
Total Distributions ............................... (0.365) (0.305) (0.385)
----------- ----------- -----------
Net Asset Value, End of Period ........................... $ 13.240 $ 13.190 $ 13.170
=========== =========== ===========
TOTAL RETURN ............................................. 11.84%(2)(3) 11.44%(2)(3) 11.43%(2)(3)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted) ................ $ 75,796 $ 6,372 $ 556
Ratio of Expenses to Average Daily Net Assets ............ 1.85% 2.55% 2.55%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation .......................... 1.99% 2.69% 2.69%
Ratio of Net Investment Income to Average
Daily Net Assets ..................................... 5.35% 4.65% 4.65%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation .......................... 5.21% 4.51% 4.51%
Portfolio Turnover Rate .................................. 13% 13% 13%
</TABLE>
<TABLE>
<CAPTION>
GLOBAL ASSETS GLOBAL ASSETS GLOBAL ASSETS
A CLASS B CLASS C CLASS
------- ------- -------
UNAUDITED UNAUDITED UNAUDITED
12/1/95 12/1/95 12/1/95
THROUGH THROUGH THROUGH
5/31/96(1) 5/31/96(1) 5/31/96(1)
---------- ---------- ----------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period ..................... $ 11.900 $ 11.880 $ 11.890
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .................................... 0.261 0.190 0.268
Net Gains (Losses) on Securities
(both realized and unrealized) ....................... 0.594 0.625 0.565
---------- ---------- ----------
Total From Investment Operations .................. 0.855 0.815 0.833
---------- ---------- ----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income ..................... (0.225) (0.175) (0.233)
Distributions from Capital Gains ......................... (0.270) (0.270) (0.270)
Returns of Capital ....................................... none none none
---------- ---------- ----------
Total Distributions ............................... (0.495) (0.445) (0.503)
---------- ---------- ----------
Net Asset Value, End of Period ........................... $ 12.260 $ 12.250 $ 12.220
========== ========== ==========
TOTAL RETURN ............................................. 7.46%(2)(3) 7.02%(2)(3) 7.17%(2)(3)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted) ................ $ 7,429 $ 2,698 $ 510
Ratio of Expenses to Average Daily Net Assets ............ 1.25% 1.95% 1.95%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation .......................... 3.30% 4.00% 4.00%
Ratio of Net Investment Income to Average
Daily Net Assets ..................................... 3.99% 3.29% 3.29%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation .......................... 1.94% 1.24% 1.24%
Portfolio Turnover Rate .................................. 45% 45% 45%
</TABLE>
- ------------
(1) Ratios have been annualized but total return has not been annualized.
(2) Does not reflect maximum sales charge that is or was in effect, nor the
1% Limited CDSC that would apply in the event of certain redemptions
within 12 months of purchase for Class A Shares. Does not reflect
contingent deferred sales charge which varies from 1%-4% depending upon
the holding period for Class B Shares and 1% for Class C Shares for 12
months from the date of purchase.
(3) Total return reflects the expense limitations referenced under Summary of
Expenses in the Prospectus. The expense limitations noted under Summary
of Expenses have been extended through May 31, 1997.
<PAGE> 10
<TABLE>
<CAPTION>
GLOBAL BOND GLOBAL BOND GLOBAL BOND
A CLASS B CLASS C CLASS
------- ------- -------
UNAUDITED UNAUDITED UNAUDITED
12/1/95 12/1/95 12/1/95
THROUGH THROUGH THROUGH
5/31/96(1) 5/31/96(1) 5/31/96(1)
---------- ---------- ----------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period ..................... $ 11.230 $ 11.230 $ 11.240
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .................................... 0.425 0.408 0.502
Net Gains (Losses) on Securities
(both realized and unrealized) ....................... (0.130) (0.148) (0.247)
----------- ----------- -----------
Total From Investment Operations .................. 0.295 0.260 0.255
----------- ----------- -----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income ..................... (0.515) (0.470) (0.515)
Distributions from Capital Gains ......................... (0.360) (0.360) (0.360)
Returns of Capital ....................................... none none none
----------- ----------- -----------
Total Distributions ............................... (0.875) (0.830) (0.875)
----------- ----------- -----------
Net Asset Value, End of Period ........................... $ 10.650 $ 10.660 $ 10.620
=========== =========== ===========
TOTAL RETURN ............................................. 2.70%(3)(4) 2.28%(3)(4) 2.33%(3)(4)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted) ................ $ 1,759 $ 316 $ 65
Ratio of Expenses to Average Daily Net Assets ............ 1.25% 1.95% 1.95%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation .......................... 7.20% 7.90% 7.90%
Ratio of Net Investment Income to Average
Daily Net Assets ..................................... 7.34% 6.64% 6.64%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation .......................... 1.39% 0.69% 0.69%
Portfolio Turnover Rate .................................. 55% 55% 55%
</TABLE>
<TABLE>
<CAPTION>
EMERGING EMERGING EMERGING
MARKETS MARKETS MARKETS
FUND FUND FUND
A CLASS B CLASS C CLASS
------- ------- -------
UNAUDITED UNAUDITED UNAUDITED
6/10/96(2) 6/10/96(2) 6/10/96(2)
THROUGH THROUGH THROUGH
10/31/96 10/31/96 10/31/96
-------- -------- --------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period ..................... $ 10.0000 $ 10.0000 $ 10.0000
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .................................... 0.0187 (0.0019) (0.0010)
Net Gains (Losses) on Securities
(both realized and unrealized) ....................... (0.1187) (0.1281) (0.1290)
----------- ----------- -----------
Total From Investment Operations .................. (0.1000) (0.1300) (0.1300)
----------- ----------- -----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income ..................... none none none
Distributions from Capital Gains ......................... none none none
Returns of Capital ....................................... none none none
----------- ----------- -----------
Total Distributions ............................... none none none
----------- ----------- -----------
Net Asset Value, End of Period ........................... $ 9.9000 $ 9.8700 $ 9.8700
=========== =========== ===========
TOTAL RETURN ............................................. (1.20%)(3)(4) (1.40%)(3)(4) (1.40%)(3)(4)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted) ................ $ 2,940 $ 209 $ 212
Ratio of Expenses to Average Daily Net Assets ............ 2.00% 2.70% 2.70%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation .......................... 3.90% 4.60% 4.60%
Ratio of Net Investment Income to Average
Daily Net Assets ..................................... 0.76% 0.03% 0.03%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation .......................... (1.14%) (1.86%) (1.86%)
Portfolio Turnover Rate .................................. 14% 14% 14%
</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 that is or was in effect, nor the
1% Limited CDSC that would apply in the event of certain redemptions
within 12 months of purchase for Class A Shares. Does not reflect
contingent deferred sales charge which varies from 1%-4% depending upon
the holding period for Class B Shares and 1% for Class C Shares for 12
months from the date of purchase.
(4) Total return reflects the expense limitations referenced under Summary of
Expenses in the Prospectus. The expense limitations noted under Summary
of Expenses have been extended through May 31, 1997.
<PAGE> 11
The following amends the sections of the Prospectus entitled Buying
Class A Shares at Net Asset Value under Classes of Shares, and Delaware Group
Asset Planner under How to Buy Shares.
Effective November 1, 1996, the "NAV/Delaware Group Asset Planner
Accommodation Program," described under Buying Class A Shares at Net Asset Value
in the Prospectus, will be discontinued. This program permitted certain
investors who were already shareholders in any Delaware Group fund or those who
were transferring assets into a Delaware Group individual retirement account
("IRA") from another IRA outside the Delaware Group or from a qualified plan
distribution to invest in Delaware Group funds at net asset value when using the
Asset Planner service. All share purchases through Delaware Group Asset Planner
will now be subject to applicable sales charges. Delaware Group Asset Planner is
an asset allocation service that gives investors, working with a financial
professional, the ability to more easily design and maintain investments in a
diversified selection of Delaware Group mutual funds. See The Delaware
Difference and How to Buy Shares in Prospectus.
Also effective November 1, 1996, the annual $35 Asset Planner fee will
be waived until further notice. Investors who utilize the Asset Planner for an
IRA will continue to pay the annual IRA fee of $15 per Social Security number.
<PAGE> 12
NOVEMBER 29, 1996
INTERNATIONAL EQUITY FUND INSTITUTIONAL CLASS
GLOBAL ASSETS FUND INSTITUTIONAL CLASS
GLOBAL BOND FUND INSTITUTIONAL CLASS
EMERGING MARKETS FUND INSTITUTIONAL CLASS
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1996
The following supplements the section of the Prospectus entitled
Financial Highlights.
The following unaudited condensed financial information for
International Equity Series, Global Assets Series and Global Bond Series is
derived from the unaudited financial statements of Delaware Group Global &
International Funds, Inc. ("Global Funds, Inc.") for the six-month period ended
May 31, 1996. The data should be read in conjunction with the financial
statements and related notes which are incorporated into the Statement of
Additional Information by reference to Global Funds, Inc.'s Semi-Annual Report
for the six months ended May 31, 1996. A copy of the Semi-Annual Report may be
obtained from Global Funds, Inc. upon request at no charge.
Unaudited condensed financial information for the period June 1, 1996
(date of initial public offering) through October 31, 1996, is also provided
below for the Emerging Markets Series. The data should be read in conjunction
with the financial statements and related notes which are included in the
Statement of Additional Information.
<PAGE> 13
<TABLE>
<CAPTION>
INTERNATIONAL EMERGING
EQUITY FUND GLOBAL ASSETS GLOBAL BOND MARKETS FUND
INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL INSTITUTIONAL
CLASS CLASS CLASS CLASS
----- ----- ----- -----
UNAUDITED UNAUDITED UNAUDITED UNAUDITED
12/1/95 12/1/95 12/1/95 6/10/96(2)
THROUGH THROUGH THROUGH THROUGH
5/31/96(1) 5/31/96(1) 5/31/96(1) 10/31/96
---------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period ..................... $ 12.240 $ 11.930 $ 11.270 $ 10.0000
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income .................................... 0.469 0.277 0.393 0.0387
Net Gains (Losses) on Securities
(both realized and unrealized) ....................... 0.976 0.603 (0.083) (0.1287)
----------- ----------- ----------- -----------
Total From Investment Operations .................. 1.445 0.880 0.310 (0.0900)
----------- ----------- ----------- -----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income ..................... (0.260) (0.260) (0.550) none
Distributions from Capital Gains ......................... (0.145) (0.270) (0.360) none
Returns of Capital ....................................... none none none none
----------- ----------- ----------- -----------
Total Distributions ............................... (0.405) (0.530) (0.910) none
----------- ----------- ----------- -----------
Net Asset Value, End of Period ........................... $ 13.280 $ 12.280 $ 10.670 $ 9.9100
=========== =========== =========== ===========
TOTAL RETURN ............................................. 12.06%(3) 7.59%(3) 2.84%(3) (1.00%)(3)
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted) ................ $ 24,578 $ 2,052 $ 970 $ 3,568
Ratio of Expenses to Average Daily Net Assets ............ 1.55% 0.95% 0.95% 1.70%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation .......................... 1.69% 3.00% 6.90% 3.60%
Ratio of Net Investment Income to Average
Daily Net Assets ..................................... 5.65% 4.29% 7.64% 1.10%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation .......................... 5.51% 2.24% 1.69% (0.80%)
Portfolio Turnover Rate .................................. 13% 45% 55% 14%
</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 expense limitations referenced under Summary of
Expenses in the Prospectus. The expense limitations noted under Summary
of Expenses have been extended through May 31, 1997.
<PAGE> 14
NOVEMBER 29, 1996
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996
The following provides updated information in the section of the
Statement of Additional Information entitled Performance Information.
The performance of the Class A Shares, Class B Shares and Institutional
Class shares of the International Equity Series, Global Bond Series and Global
Assets Series, as shown below, is the average annual total return quotations
through May 31, 1996.
AVERAGE ANNUAL TOTAL RETURN(1)
<TABLE>
<CAPTION>
INTERNATIONAL INTERNATIONAL INTERNATIONAL
EQUITY EQUITY EQUITY FUND
FUND A CLASS FUND A CLASS INSTITUTIONAL
(AT OFFER)(2) (AT NAV) CLASS(3)
<S> <C> <C> <C>
1 year ended 5/31/96 9.96% 15.43% 15.74%
3 years ended 5/31/96 10.20% 12.00% 12.32%
Period 10/31/91(4)
through 5/31/96 9.13% 10.29% 10.54%
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL INTERNATIONAL
EQUITY EQUITY
FUND B CLASS FUND B CLASS
(INCLUDING (EXCLUDING
DEFERRED DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
1 year ended 5/31/96 10.65% 14.65%
Period 9/6/94(4)
through 5/31/96 4.03% 6.25%
</TABLE>
(1) Beginning December 1, 1995, the Manager had elected voluntarily to waive
that portion, if any, of the annual management fees payable by the
International Equity Fund to the extent necessary to ensure that the
Total Operating Expenses of the Class A Shares, Class B Shares and
Institutional Class shares of this Fund do not exceed 1.85%, 2.55% and
1.55%, respectively (exclusive of taxes, interest, brokerage commissions
and extraordinary expenses, but inclusive of applicable 12b-1 expenses),
through May 31, 1997. From June 1, 1994 through November 30, 1994, a
waiver and reimbursement commitment was in place to ensure that Total
Operating Expenses of the Class A Shares and the Institutional Class
shares 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 Class B Shares. Prior to June 1, 1994, a waiver and reimbursement
commitment was in place to ensure that expenses did not exceed 0.95%
(exclusive of taxes, interest, brokerage commissions, extraordinary
expenses and 12b-1 expenses). In the absence of such waivers,
performance would have been affected negatively.
(2) Prior to November 29, 1995, the maximum front-end sales charge was
5.75%. Effective November 29, 1995, the maximum front-end sales charge
was reduced to 4.75%. The above performance numbers are calculated using
4.75% as the applicable sales charge, and are more favorable than they
would have been had they been calculated using the former front-end
sales charge.
(3) Date of initial public offering was November 9, 1992. 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.
(4) Date of initial public offering.
<PAGE> 15
AVERAGE ANNUAL TOTAL RETURN(1)
<TABLE>
<CAPTION>
GLOBAL ASSETS GLOBAL ASSETS GLOBAL ASSETS FUND
FUND A CLASS FUND A CLASS INSTITUTIONAL
(AT OFFER)(2) (AT NAV) CLASS
<S> <C> <C> <C>
1 year ended 5/31/96 11.21% 16.73% 17.14%
Period 12/27/94(3)
through 5/31/96 16.48% 20.53% 20.91%
</TABLE>
<TABLE>
<CAPTION>
GLOBAL ASSETS GLOBAL ASSETS
FUND B CLASS FUND B CLASS
(INCLUDING (EXCLUDING
DEFERRED DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
1 year ended 5/31/96 11.85% 15.85%
Period 12/27/94(3)
through 5/31/96 17.05% 19.66%
</TABLE>
(1) The Manager had elected to voluntarily waive that portion, if any, of
the annual management fees payable by the Global Assets Fund to ensure
that the Total Operating Expenses of the Class A Shares, Class B Shares
and Institutional Class shares of this Fund, respectively, do not exceed
1.25%, 1.95% and 0.95%, respectively, (in each case, exclusive of taxes,
interest, brokerage commissions and extraordinary expenses, but
inclusive of applicable 12b-1 expenses) through May 31, 1997. In the
absence of such waiver, performance would have been affected negatively.
(2) Prior to November 29, 1995, the maximum front-end sales charge was
5.75%. Effective November 29, 1995, the maximum front-end sales charge
was reduced to 4.75%. The above performance numbers are calculated using
4.75% as the applicable sales charge, and are more favorable than they
would have been had they been calculated using the former front-end
sales charge.
(3) Date of initial public offering.
AVERAGE ANNUAL TOTAL RETURN(1)
<TABLE>
<CAPTION>
GLOBAL BOND GLOBAL BOND GLOBAL BOND FUND
FUND A CLASS FUND A CLASS INSTITUTIONAL
(AT OFFER) (AT NAV) CLASS
<S> <C> <C> <C>
1 year ended 5/31/96 7.10% 12.46% 12.89%
Period 12/27/94(2)
through 5/31/96 11.09% 14.95% 15.34%
</TABLE>
<TABLE>
<CAPTION>
GLOBAL BOND GLOBAL BOND
FUND B CLASS FUND B CLASS
(INCLUDING (EXCLUDING
DEFERRED DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
1 year ended 5/31/96 7.72% 11.72%
Period 12/27/94(2)
through 5/31/96 11.58% 14.24%
</TABLE>
(1) The Manager had elected to voluntarily waive that portion, if any, of
the annual management fees payable by the Global Bond Fund to ensure
that the Total Operating Expenses of the Class A Shares, Class B Shares
and Institutional Class shares of this Fund, respectively, do not exceed
1.25%, 1.95% and 0.95% (in each case, exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, but inclusive of
applicable 12b-1 expenses) through May 31, 1997. In the absence of such
waiver, performance would have been affected negatively.
(2) Date of initial public offering.
The 30-day yields of the Global Bond Fund A Class, the Global Bond Fund
B Class, the Global Bond Fund C Class and Global Bond Fund Institutional Class
as of May 31, 1996 were 5.66%, 5.25%, 5.25% and 6.25%, respectively, reflecting
the waiver of fees by the Manager.
<PAGE> 16
The performance of the Class A Shares, Class B Shares, Class C Shares
and Institutional Class shares of the International Equity Series, Global Bond
Series, Global Assets Series and Emerging Markets Series, as shown below, is the
cumulative total return quotations through May 31, 1996.
CUMULATIVE TOTAL RETURN(1)
<TABLE>
<CAPTION>
INTERNATIONAL INTERNATIONAL
EQUITY EQUITY
INTERNATIONAL INTERNATIONAL FUND B CLASS FUND B CLASS
EQUITY EQUITY FUND (INCLUDING (EXCLUDING
FUND A CLASS INSTITUTIONAL DEFERRED DEFERRED
(AT OFFER)(2) CLASS(3) SALES CHARGE) SALES CHARGE)
<S> <C> <C> <C> <C> <C>
3 months ended 5/31/96 (0.97%) 4.07% 3 months ended 5/31/96 (0.15%) 3.86%
6 months ended 5/31/96 6.51%(4) 12.06% 6 months ended 5/31/96 7.44% 11.44%
9 months ended 5/31/96 6.94% 12.61% 9 months ended 5/31/96 7.81% 11.81%
1 year ended 5/31/96 9.96% 15.74% 1 year ended 5/31/96 10.65% 14.65%
3 years ended 5/31/96 33.82% 41.69% Period 9/6/94(5)
through 5/31/96 4.03% 6.25%
Period 10/31/91(5)
through 5/31/96 49.25% 58.35%
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL INTERNATIONAL
EQUITY EQUITY
FUND C CLASS FUND C CLASS
(INCLUDING (EXCLUDING
DEFERRED DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
3 months ended 5/31/96 2.78% 3.78%
Period 11/29/95(6)
through 5/31/96 15.80% 16.80%
</TABLE>
(1) Beginning December 1, 1995, the Manager had elected voluntarily to waive
that portion, if any, of the annual management fees payable by the
International Equity Fund to the extent necessary to ensure that the
Total Operating Expenses of the Class A Shares, Class B Shares, Class C
Shares and Institutional Class shares of this Fund do not exceed 1.85%,
2.55%, 2.55% and 1.55%, respectively (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, but inclusive of
applicable 12b-1 expenses) through May 31, 1997. From June 1, 1994
through November 30, 1994, a waiver and reimbursement commitment was in
place to ensure that Total Operating Expenses of the Class A Shares and
the Institutional Class shares 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 Class B Shares. Prior to June 1, 1994,
a waiver and reimbursement commitment was in place to ensure that
expenses did not exceed 0.95% (exclusive of taxes, interest, brokerage
commissions, extraordinary expenses and 12b-1 expenses). In the absence
of such waiver, performance would have been affected negatively.
(2) Prior to November 29, 1995, the maximum front-end sales charge was
5.75%. Effective November 29, 1995, the maximum front-end sales charge
was reduced to 4.75%. The above performance numbers are calculated using
4.75% as the applicable sales charge, and are more favorable than they
would have been had they been calculated using the former front-end
sales charge.
(3) Date of initial public offering was November 9, 1992. 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.
(4) For the six months ended May 31, 1996, the cumulative total return for
Class A Shares at NAV was 11.84%.
(5) Date of initial public offering.
(6) Date of initial public offering; total return for this short of a time
period may not be representative of longer term results.
<PAGE> 17
CUMULATIVE TOTAL RETURN(1)
<TABLE>
<CAPTION>
GLOBAL ASSETS GLOBAL ASSETS
FUND B CLASS FUND B CLASS
GLOBAL ASSETS GLOBAL ASSETS FUND (INCLUDING (EXCLUDING
FUND A CLASS INSTITUTIONAL DEFERRED DEFERRED
(AT OFFER)(2) CLASS SALES CHARGE) SALES CHARGE)
<S> <C> <C> <C> <C>
3 months ended 5/31/96 (2.59%) 2.33% (2.00%) 2.00%
6 months ended 5/31/96 2.38%(3) 7.59% 3.02% 7.02%
9 months ended 5/31/96 5.97% 11.50% 6.64% 10.64%
1 year ended 5/31/96 11.21% 17.14% 11.85% 15.85%
Period 12/27/94(4)
through 5/31/96 24.33% 31.13% 25.20% 29.20%
</TABLE>
<TABLE>
<CAPTION>
GLOBAL ASSETS GLOBAL ASSETS
FUND C CLASS FUND C CLASS
(INCLUDING (EXCLUDING
DEFERRED DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
3 months ended 5/31/96 1.09% 2.09%
Period 11/29/95(5)
through 5/31/96 5.72% 6.72%
</TABLE>
(1) The Manager had elected to voluntarily waive that portion, if any, of
the annual management fees payable by the Global Assets Fund to ensure
that the Total Operating Expenses of the Class A Shares, Class B Shares,
Class C Shares and Institutional Class shares of this Fund,
respectively, do not exceed 1.25%, 1.95%, 1.95% and 0.95% (in each case,
exclusive of taxes, interest, brokerage commissions and extraordinary
expenses, but inclusive of applicable 12b-1 expenses) through May 31,
1997. In the absence of such waiver, performance would have been
affected negatively.
(2) Prior to November 29, 1995, the maximum front-end sales charge was
5.75%. Effective November 29, 1995, the maximum front-end sales charge
was reduced to 4.75%. The above performance numbers are calculated using
4.75% as the applicable sales charge, and are more favorable than they
would have been had they been calculated using the former front-end
sales charge.
(3) For the six months ended May 31, 1996, the cumulative total return for
Class A Shares at NAV was 6.03%.
(4) Date of initial public offering.
(5) Date of initial public offering; total return for this short of a time
period may not be representative of longer term results.
<PAGE> 18
CUMULATIVE TOTAL RETURN(1)
<TABLE>
<CAPTION>
GLOBAL BOND GLOBAL BOND
FUND B CLASS FUND B CLASS
GLOBAL BOND GLOBAL BOND FUND (INCLUDING (EXCLUDING
FUND A CLASS INSTITUTIONAL DEFERRED DEFERRED
(AT OFFER) CLASS SALES CHARGE) SALES CHARGE)
<S> <C> <C> <C> <C>
3 months ended 5/31/96 (4.15%) 0.75% (3.47%) 0.49%
6 months ended 5/31/96 (2.18%)(2) 2.84% (1.51%) 2.28%
9 months ended 5/31/96 3.64% 9.16% 4.35% 8.31%
1 year ended 5/31/96 7.10% 12.89% 7.72% 11.72%
Period 12/27/94(3)
through 5/31/96 16.19% 22.59% 16.93% 20.93%
</TABLE>
<TABLE>
<CAPTION>
GLOBAL BOND GLOBAL BOND
FUND C CLASS FUND C CLASS
(INCLUDING (EXCLUDING
DEFERRED DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
3 months ended 5/31/96 (0.50%) 0.49%
Period 11/29/95(4)
through 5/31/96 1.07% 2.01%
</TABLE>
(1) The Manager had elected to voluntarily waive that portion, if any, of
the annual management fees payable by the Global Bond Fund to ensure
that the Total Operating Expenses of the Class A Shares, Class B Shares,
Class C Shares and Institutional Class shares of this Fund,
respectively, do not exceed 1.25%, 1.95%, 1.95% and 0.95% (in each case,
exclusive of taxes, interest, brokerage commissions and extraordinary
expenses, but inclusive of applicable 12b-1 expenses) through May 31,
1997. In the absence of such waiver, performance would have been
affected negatively.
(2) For the six months ended May 31, 1996, the cumulative total return for
Class A Shares at NAV was 9.43%.
(3) Date of initial public offering.
(4) Date of initial public offering; total return for this short of a time
period may not be representative of longer term results.
<PAGE> 19
CUMULATIVE TOTAL RETURN(1)
<TABLE>
<CAPTION>
EMERGING EMERGING
MARKETS MARKETS FUND
EMERGING EMERGING FUND B CLASS FUND B CLASS
MARKETS MARKETS FUND (INCLUDING (EXCLUDING
FUND A CLASS INSTITUTIONAL DEFERRED DEFERRED
(AT OFFER) CLASS SALES CHARGE) SALES CHARGE)
<S> <C> <C> <C> <C>
3 months ended 10/31/96 (2.18%) 2.80% (1.40%) 2.60%
Period 6/10/96(2)
through 10/31/96 (5.91%) (1.00%) (5.34%) (1.40%)
</TABLE>
<TABLE>
<CAPTION>
EMERGING EMERGING
MARKETS MARKETS
FUND C CLASS FUND C CLASS
(INCLUDING (EXCLUDING
DEFERRED DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
3 months ended 10/31/96 1.60% 2.60%
Period 6/10/96(2)
through 10/31/96 (2.39%) (1.40%)
</TABLE>
(1) The Manager had elected to voluntarily waive that portion, if any, of
the annual management fees payable by the Emerging Markets Fund to
ensure that the Total Operating Expenses of the Class A Shares, Class B
Shares, Class C Shares and Institutional Class shares of this Fund,
respectively, do not exceed 2.00%, 2.70%, 2.70% and 1.70% (in each case,
exclusive of taxes, interest, brokerage commissions and extraordinary
expenses, but inclusive of applicable 12b-1 expenses) through May 31,
1997. 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.
The following provides updated information in the section of the
Statement of Additional Information entitled Officers and Directors.
As of October 31, 1996, the officers and directors of Delaware Group
Global & International Funds, Inc. ("Global Funds, Inc.") owned less
than 1% of the outstanding shares of the International Equity Fund A Class, the
International Equity Fund B Class and the International Equity Fund C Class,
respectively, and approximately 2.55% of the outstanding shares of the
International Equity Fund Institutional Class; approximately 2.50% of the
outstanding shares of the Global Assets Fund A Class, less than 1% of the
Global Assets Fund B Class and the Global Assets Fund C Class, respectively,
and approximately 11.32% of the outstanding shares of the Global Assets Fund
Institutional Class; less than 1% of the outstanding shares of the Global Bond
Fund A Class, the Global Bond Fund B Class and the Global Bond Fund C Class,
respectively, and approximately 2.44% of the outstanding shares of the Global
Bond Fund Institutional Class; and less than 1% of the outstanding shares of
the Emerging Markets Fund A Class, the Emerging Markets Fund B Class, the
Emerging Markets Fund C Class and the Emerging Markets Fund Institutional
Class, respectively.
The following replaces the section of the Statement of Additional
Information entitled Financial Statements.
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
International MLPF&S For the Sole Benefit of its Customers
Equity B Class Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 70,324 10.17%
International MLPF&S For the Sole Benefit of its Customers
Equity C Class Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 10,179 10.68%
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
International RS DMTC 401(k) Plan
Equity C Class Hedman Gibson & Costigan 401(k)
Attention: Retirements Plans
1818 Market Street - 16th Floor
Philadelphia, PA 19103 7,742 8.12%
RS DMTC 401(k) Plan
Sino-Swearingen Aircraft 401(k) Plan
Attention: Retirements Plans
1818 Market Street - 16th Floor
Philadelphia, PA 19103 5,317 5.58%
International Equity Northern Telecom, Inc.
Institutional Class Long Term Investment Plan
c/o BTNY Service
Attention: John Sawicki
34 Exchange Place MS 3064
Jersey City, NJ 07302 893,146 38.98%
RS 401(k) Plan
Price Waterhouse LLP Savings Plan
1410 North Westshore Blvd.
P.O. Box 30004
Tampa, FL 33630 650,916 28.41%
RS DMC Employee Profit Sharing Plan
Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103 297,487 12.98%
Charles Schwab & Co. Inc.
Attention: Mutual Fund Dept.
101 Montgomery Street
San Francisco, CA 94104 122,334 5.34%
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Global Assets B Class MLPF&S For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 82,666 22.95%
Global Assets C Class MLPF&S For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 55,379 63.35%
Global Assets Delaware Management Co.
Institutional Class c/o Joseph H. Hastings
1818 Market Street - 17th Floor
Philadelphia 19103 86,525 52.43%
RS DMC Employee Profit Sharing Plan
Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103 73,239 44.38%
RS DMC Employee Profit Sharing Plan
Delaware Management Company
Employee Profit Sharing Trust
for the benefit of Edward N. Antoian
1818 Market Street
Philadelphia, PA 19103 10,816 6.54%
Global Bond B Class Howard J. Sandler
Trst. NJ Urological PA P/S Trust
25-15 Fair Lawn Avenue
Fair Lawn, NJ 07410 3,537 5.85%
Smith Barney, Inc.
00119616195
388 Greenwich Street
New York, NY 10013 9,343 15.46%
Bruce A. Baker and Claire B. Baker
3 Nolen Lane
Darien, CT 06820 8,157 13.50%
MLPF&S For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 5,830 9.65%
Paul Voll
Box 307
Orbisonia, PA 17243 4,596 7.61%
Global Bond C Class Prudential Securities Inc.
FBO Ms. Mary A. Otte Lammers
IRA DTD 12-20-95
10677 43rd Street
Clear Lake, MN 55319 2,113 20.60%
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Global Bond C Class Robert M. Weiss, M.D.
Profit Sharing Plan DTD
Robert M. Weiss, Trustee
FBO Sarina Weiss
6017 Benchmark Trail I
Floyds Knob, IN 47119 1,209 11.78%
Dain Bosworth, Inc.
FBO SMACNA Northern IL, Inc.
Attention: Sheena Baker
4010 E. State Street - Room 204
Rockford, IL 61108 1,148 11.19%
Paine Webber FBO Paul K. Lewis, Jr.
Living Trust DTD July 26, 1995
Paul K. Lewis, Jr., Trustee
750 Weaver Dairy Road 3107
Chapel Hill, NC 27514 964 9.40%
Gilbert C. Weber and Jean C. Weber, JT WROS
23 Fairview Avenue
Ellington, CT 06029 905 8.83%
MLPF&S For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 816 7.96%
Leslie C. Smedley and Sarah L. Smedley JT WROS
668 Stowe Hill Road
Shoemakersville, PA 19555 707 6.89%
Global Bond
Institutional Class Delaware Management Co.
c/o Joseph H. Hastings
1818 Market Street - 17th Floor
Philadelphia 19103 47,221 8.33%
Lincoln National Life Insurance Co.
Attention: Karen Gerke 4CO1
1300 S. Clinton Street
Fort Wayne, IN 46802 44,674 7.88%
RS DMC Employee Profit Sharing Plan
Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103 32,793 5.78%
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Global Bond
Institutional Class NFSC FEBO 179-237329
Richard A. Dreissigacker Fam Tr
R.A. Dreissigacker
R.A. Geer TT - UA 06-17-92
3200 McKnight East Drive - Ste. 3210
Pittsburgh, PA 15237 31,636 5.58%
NFSC FEBO #179-236497
Greenville Medical Center Inc.
Donald Beck/David McFadden
90 Shenango Street
Greenville, PA 16125 28,710 5.06%
Emerging Markets Robert W. Perrone and
A Class A.J. Perrone and F.D. Weeden
Trst. Bockman Printing & Services, Inc.
Employee P/S/P DTD 6-2-69
950 S. 25th Avenue
Bellwood, IL 60104 18,878 7.67%
DMTC-Custodian for the IRA of
Harvey L. Zeve
c/o H.L. Zeve Associates, Inc.
2400 CNG Tower
Pittsburgh, PA 15222 14,937 6.07%
Emerging Markets Dain Bosworth, Inc. - Custodian
B Class Wilburn J. Hollis
Individual Retirement Account
3920 Deer Valley Drive - Unit A
Marion, IA 52302 1,561 6.93%
Paine Webber FBO Valda M. Kempthorne Trust
Oscar Kempthorne, Trustee
5102 River Crescent Drive - Apt. 5102
Annapolis, MD 21401 1,470 6.53%
Patricia E. Delorenzo
13 Marvin Court
Lawrenceville, NJ 08648 2,460 10.93%
Emerging Markets Dain Bosworth, Inc. - Custodian
C Class Gary Foderberg
AC 3154-6542
LIFT INC SEP IRA 2
11000 W. 177th Terrace
Olathe, KS 66062 4,000 19.96%
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Emerging Markets Dain Bosworth, Inc. - Custodian
C Class Stanley I. Brooks
AC 1826-7995
IRA Spousal
779 Marlin Drive
Fripp Island, SC 29920 3,009 15.02%
Leonard J. Ellis Trustee for
Leonard J. Ellis Trust DTD 12-21-90
3604 Meadowlark Drive
Valparaiso, IN 46383-2275 2,505 12.50%
Dain Bosworth, Inc. - Custodian
Fred D. Shaw, Jr.
Stock Account
26705 W. 103rd
Olathe, KS 66061 2,000 9.98%
Dain Bosworth, Inc. - Custodian
FBO Walter E. Mitchell, Trustee
Walter E. Mitchell REV TR
UA DTD 12-14-84
P.O. Box 493
Seneca, MD 64865 1,500 7.49%
Dain Bosworth, Inc.
FBO Norda Roszel Lyles, Trustee
Norda Roszel Lyles Declaration of Trust
UA DTD 4-19-94
26795 W 103rd
Olathe, KS 66061 1,500 7.49%
Dain Bosworth, Inc. - Custodian
Norda Roszel Lyles
AC 5248-6665
Individual Retirement Account
26795 W. 103rd
Olathe, KS 66061 1,150 5.74%
Emerging Markets Chicago Trust Company
Institutional Class FOB Lincoln National Corp.
Employees Retirement Trust
1000 N. Water Street TR14
Milwaukee, WI 53202 300,000 80.65%
RS DMC Employee Profit Sharing Plan
Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103 66,727 17.94%
</TABLE>
<PAGE> 25
FINANCIAL STATEMENTS
Ernst & Young LLP serves as the independent auditors for Global Funds,
Inc. and, in its capacity as such, audits the financial statements contained in
Global Funds, Inc.'s Annual Report. The International Equity Fund's, Global
Assets Fund's and Global Bond Fund's of Global Funds, Inc. Statement of Net
Assets, Statement of Operations, Statement of Changes in Net Assets and Notes to
Financial Statements for the fiscal year ended November 30, 1995, as well as the
reports of Ernst & Young LLP, independent auditors, are included in Global
Funds, Inc.'s Annual Report 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 Report into this Part B. Unaudited
financial statements and the notes relating thereto for the International Equity
Fund, Global Assets Fund and Global Bond Fund for the period ended May 31, 1996
are incorporated by reference from the SemiAnnual Report into Part B. Unaudited
financial information for the period June 10, 1996 (date of initial public
offering) through October 31, 1996 for the Emerging Markets Fund follows.
<PAGE> 26
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. -
EMERGING MARKETS SERIES
STATEMENT OF NET ASSETS
OCTOBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
MARKET
NUMBER VALUE
OF SHARES (U.S. $)
<S> <C> <C>
COMMON STOCK - 86.65%
ARGENTINA - 4.70%
Central Puerto S.A. - Class B ................ 31,000 $ 89,914
Telecom Argentina Stet - Class B ............. 26,080 96,511
Transportadora de Gas del sur, S.A. - Class B 19,600 45,675
YPF Sociedad Anonima - ADR ................... 4,100 93,275
--------
325,375
--------
BRAZIL - 8.14%
Aracruz Celulose S.A. - ADR .................. 13,300 106,400
* Centrais Electricas de Santa Catarina SA - GDR 1,000 84,500
Cia. de Telecomunicaciones de Chile S.A. - ADR 480 47,340
Companhia Energetica de Minas Gerais - ADR ... 2,550 81,626
* Elevadores Atlas S.A ......................... 6,000 65,401
* Telecommunicacoes Brasileiras S/A - ADR ...... 1,200 89,400
Usinas Siderurgicas de Minas Gerais S/A - ADR 8,700 89,697
--------
564,364
--------
CHILE - 4.07%
Administradora de Fondos de Pensiones Provida 2,600 60,450
S.A. - ADR.................................
* Banco BHIF - ADR ............................. 10,000 180,000
Empresa Nacional Electricidad SA - ADR ....... 2,250 41,344
--------
281,794
--------
COLUMBIA - 1.90%
Banco Industrial Colombiano - ADR ............ 7,200 131,400
--------
131,400
--------
CZECHOSLOVAKIA - 3.80%
* Elektrarny Opatovice, a.s .................... 520 75,530
* Inzenyrske a Prumyslove Stavby a.s ........... 9,570 99,740
* Telekomunikacni Montaze Praha a.s ............ 900 87,739
--------
263,009
--------
EGYPT - 0.81%
* Commercial International Bank - GDR .......... 3,910 56,226
--------
56,226
--------
GERMANY - 1.03%
* EGIS Rt ...................................... 1,150 71,205
--------
71,205
--------
GREECE - 4.96%
Attica Enterprises S.A ....................... 15,650 107,951
Ergo Bank S.A ................................ 2,140 125,315
Helenic Bottling Company S.A ................. 3,440 110,493
--------
343,759
--------
HONG KONG - 3.28%
Guangdong Investments ........................ 98,000 70,341
Guangdong Kelon Electric Holding ............. 229,000 94,771
</TABLE>
<PAGE> 27
<TABLE>
<S> <C> <C>
* Northeast Electrical Transmission & Transformation
Machinery Manufacturing Ltd. ...................................... 430,000 62,284
-------
227,396
-------
HUNGARY - 1.99%
MOL Magyar Olaj-es Gazipari Rt - GDR ............................. 5,350 54,035
Richter Gedeon Rt - GDR ........................................... 1,550 83,700
-------
137,735
-------
INDIA - 3.79%
* BSES Ltd - GDR .................................................... 5,000 95,000
Gujarat Ambuja Cement - GDR ....................................... 10,600 90,100
Tata Engineering & Locomotive Ltd. - GDR .......................... 5,720 77,220
-------
262,320
-------
INDONESIA - 5.62%
PT Bank Dagang Nasional ........................................... 136,500 96,691
PT Semen Gresik ................................................... 52,000 149,572
PT United Tractors ................................................ 77,000 142,971
-------
389,234
-------
LUXEMBURG - 1.82%
Quilmes Industrial SA - ADR ....................................... 12,000 126,000
-------
126,000
-------
MALAYSIA - 5.74%
Leader Universal Holdings Berhad .................................. 28,000 62,604
Nestle Berhad ..................................................... 8,000 62,683
Petronas Dagangan Berhad .......................................... 17,000 50,119
Public Finance Berhad ............................................. 47,000 72,537
Resorts World Berhad .............................................. 15,000 86,070
Sime Darby Berhad ................................................. 18,000 63,751
-------
397,764
-------
MEXICO - 4.38%
ALFA, S.A. de C.V. - Class A ...................................... 22,015 91,430
* Controladora Comercial Mexicana SA de CV - GDR .................... 2,000 35,250
Telefonos De Mexico SA ............................................ 3,120 95,160
Vitro SA - ADR .................................................... 14,500 81,563
-------
303,403
-------
PERU - 3.08%
* Banco de Credito del Peru ......................................... 30,618 45,140
Cementos Lima S.A ................................................. 6,300 86,086
Telefonica del Peru, S.A. - ADR .................................. 4,000 82,500
-------
213,726
-------
PHILIPPINES - 2.05%
Philippine Long Distance Telephone Company ADR .................... 2,380 142,205
-------
142,205
-------
</TABLE>
<PAGE> 28
<TABLE>
<S> <C> <C>
PORTUGAL - 2.19%
Portugal Telecom SA ........................................................... 5,840 151,422
---------
151,422
---------
RUSSIA - 4.72%
* Gazprom - ADR (144A) ........................................................ 10,000 187,500
Lukoil Holding - ADR .......................................................... 1,800 71,262
Mosenergo - ADR (144A) ....................................................... 2,400 68,472
---------
327,234
---------
SOUTH AFRICA - 6.02%
Amalgamated Banks of South Africa ............................................. 23,500 119,589
AngloAmerican Corporation of South Africa Ltd. ................................ 2,150 129,211
Sappi Ltd. .................................................................... 8,480 74,842
Sasol Ltd. .................................................................... 7,700 93,862
---------
417,504
---------
SOUTH KOREA - 1.61%
Korea Electric Power - ADR .................................................... 4,170 74,309
Pohang Iron & Steel Ltd. - ADR ................................................ 1,800 37,350
---------
111,659
---------
THAILAND - 3.42%
Ayudhya Life Insurance ........................................................ 24,000 94,073
Ruang Khao 2 Fund ............................................................. 376,000 142,960
---------
237,033
---------
TURKEY - 2.06%
Koc Holdings A.S .............................................................. 274,999 54,235
Netas-Northern Eleckrik Telekomunikayson A.S .................................. 300,000 72,401
* Tansas Izmir Buyukschir Beledi ................................................ 100,000 16,349
---------
142,985
---------
UNITED KINGDOM - 4.09%
Five Arrows Chile Investment Trust ............................................ 72,000 210,600
* Zagrebacka Banka - GDR ........................................................ 4,000 73,000
---------
283,600
---------
UNITED STATES - 1.38%
* India Fund, (The) ............................................................. 13,700 95,900
---------
95,900
---------
TOTAL COMMON STOCK (COST $6,122,536) .......................................... 6,004,252
---------
BONDS - 3.83%
SOUTH AFRICA - 3.83%
Electric Supply Communication 11.00% 6/01//08.................................. 1,700,000 265,484
---------
TOTAL BONDS (COST $294,175) ................................................... 265,484
---------
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT*
<S> <C> <C>
REPURCHASE AGREEMENT - 7.94%
With Chase Manhattan 5.50% 11/1/96 (dated 10/31/96,
collateralized by $172,000 U.S. Treasury Notes
5.50% due 11/15/98 market value $175,728) 172,000 172,000
With Prudential Securities 5.50% 11/1/96 (dated 10/31/96,
collateralized by $191,000 U.S. Treasury Notes
6.125% due 5/31/97 market value $192,738) 189,000 189,000
With PaineWebber 5.52% 11/1/96 (dated 10/31/96,
collateralized by $185,000 U.S. Treasury Notes
5.875% due 10/31/98 market value $192,826) 189,000 189,000
----------
TOTAL REPURCHASE AGREEMENT (COST $550,000) 550,000
----------
TOTAL MARKET VALUE OF SECURITIES - 98.42%
(COST $6,966,711) 6,819,736
RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 1.58% 109,527
NET ASSETS APPLICABLE TO 699,691 SHARES ($.01 PAR VALUE)
OUTSTANDING - 100.00% $6,929,263
==========
NET ASSET VALUE - EMERGING MARKETS SERIES A CLASS
($2,939,491 / 297,055 SHARES) $ 9.90
==========
NET ASSET VALUE - EMERGING MARKETS SERIES B CLASS
($209,480 / 21,215 SHARES) $ 9.87
==========
NET ASSET VALUE - EMERGING MARKETS SERIES C CLASS
($212,421 / 21,516 SHARES) $ 9.87
==========
NET ASSET VALUE - INTERNATIONAL EQUITY SERIES
INSTITUTIONAL CLASS
($3,567,871 / 359,905 SHARES) $ 9.91
==========
COMPONENTS OF NET ASSETS AT OCTOBER 31, 1996: Common stock, $.01 par
value, 500,000,000 shares authorized to the Fund with 50,000,000 shares
allocated to Emerging Markets Series A Class, 25,000,000 shares allocated
to Emerging Markets Series B Class, 25,000,000 shares allocated to
Emerging Markets Series C Class, and 50,000,000 shares allocated to
Emerging Markets Series
Institutional Class 6,992,889
Accumulated undistributed:
Net investment income 21,691
Net realized gain on investments 62,056
Net unrealized appreciation of investments and foreign currencies (147,373)
---------
Total net assets $ 6,929,263
-----------
</TABLE>
*Non-income producing security for the period ended October 31, 1996
See accompanying notes
<PAGE> 30
DELAWARE GROUP GLOBAL & INTERNATIONAL FUND, INC. -
EMERGING MARKETS SERIES
STATEMENT OF OPERATIONS
FOR THE PERIOD JUNE 10, 1996 TO OCTOBER 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (net of foreign
withholding tax $2,902) $ 41,654
Interest 32,142 $ 73,796
--------
EXPENSES:
Management fees 28,367
Custodian fees 14,973
Amortization 11,825
Registration fees 11,004
Dividend disbursing and transfer
agent fees and expenses 8,225
Professional fees 4,552
Reports to shareholders 3,278
Directors' fees 730
Taxes (other than income) 454
Accounting Services and Salaries 479
Other 6,525
--------
90,412
Less expenses absorbed by Delaware
International Advisers Ltd. (47,042) 43,370
--------- --------
NET INVESTMENT INCOME 30,426
--------
NET REALIZED GAIN AND UNREALIZED LOSS
ON INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on:
Investment transactions 62,056
Foreign currencies (8,736)
---------
Net realized gain 53,320
Net unrealized depreciation of
investment and foreign currencies (147,372)
---------
NET REALIZED AND UNREALIZED LOSS ON
INVESTMENT AND FOREIGN CURRENCIES (94,052)
========
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $(63,626)
========
</TABLE>
See accompanying notes
<PAGE> 31
DELAWARE GROUP GLOBAL & INTERNATIONAL FUND, INC. -
EMERGING MARKETS SERIES
STATEMENT OF CHANGES IN NET ASSETS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE PERIOD
6/10/96*
to
10/31/96*
--------------
<S> <C>
OPERATIONS:
Net investment income $30,426
Net realized gain on investments
and foreign currencies 53,320
Net unrealized depreciation of
investments and foreign currencies (147,372)
--------
Net decrease in net assets resulting from
operations (63,626)
--------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income:
A Class -
B Class -
C Class -
Institutional Class -
Net realized gain from security transactions:
A Class -
B Class -
C Class -
Institutional Class -
---------
-
---------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
A Class 3,342,223
B Class 209,910
C Class 215,013
Institutional Class 3,638,086
Net asset value of shares issued upon reinvestment
of dividends from net investment income and net
realized gain from security transactions:
A Class -
B Class -
C Class -
Institutional Class -
---------
7,405,232
---------
Cost of shares repurchased:
A Class 373,656
B Class -
C Class -
Institutional Class 38,687
---------
412,343
---------
Increase in net assets derived from capital share transactions 6,992,889
---------
NET INCREASE IN NET ASSETS 6,929,263
NET ASSETS:
Beginning of period -
---------
End of period (including undistributed net investment income $21,691) $6,929,263
==========
</TABLE>
- ------------
*Date of initial public offering.
See accompanying notes
<PAGE> 32
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. -
EMERGING MARKETS SERIES
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD JUNE 10, 1996 TO OCTOBER 31, 1996
(UNAUDITED)
The Delaware Group Global & International Funds, Inc. (the "Fund") is
registered as a Maryland corporation and offers four series, the International
Equity Series, the Global Assets Series, the Global Bond Series and the
Emerging Markets Series (the "Series"). Each Series offer four classes of
shares. The International Equity Series is registered as a diversified open-end
investment company and the Global Assets Series, the Global Bond Series and the
Emerging Markets Series are registered as non-diversified open-ended investment
companies under the Investment Company Act of 1940.
The objective of the Emerging Markets Series is to achieve long-term capital
appreciation by investing primarily in equity securities of issuers located or
operating in emerging countries.
1.SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Series 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 or
securities not listed on an exchange are valued at the mean of the last quoted
bid and asked prices. Long-term debt securities are valued by an independent
pricing service when such prices are believed to reflect the fair value of such
securities. Money market instruments having less than 60 days to maturity are
valued at amortized cost.
Federal Income Taxes - The Portfolio intends to continue to qualify as a
regulated investment company and make the requisite distributions to
shareholders. Accordingly, no provisions for federal income taxes is required in
the financial statements.
Repurchase Agreements - The Portfolio may invest in a pooled cash account along
with other members of the Delaware Group 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
Portfolio's custodian bank until maturity of the respective repurchase
agreements. Each repurchase agreement is 100% 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.
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 of Funds are
allocated amongst the funds on the basis of average net assets. Security
transactions are recorded on the date the securities are purchased or sold
(trade date). 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-dividend date and interest income is recorded on an
accrual basis. Original issue discounts are accreted to interest income over the
lives of the respective securities.
Certain fund expenses are paid directly by brokers. The amount of these expenses
is less than 0.01% of each Series' average net assets.
2.INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
In accordance with the terms of the Investment Management Agreement, the Series
pays Delaware International Advisers Ltd. (DIAL), the investment manager, a fee
which is calculated daily at the rate of 1.25% of the average daily net assets
of the Series. At October 31, 1996, the series had a liability for other
expenses payable to DIAL of $5,861.
DIAL has elected voluntarily to waive their fees and reimburse the Series to the
extent that annual operating expenses exclusive of taxes, interest, brokerage
commissions and extraordinary expenses exceed 1.70% of average daily net assets
for the Series through November 30, 1996. Total expenses absorbed by DIAL for
the period ended October 31, 1996 were $47,042.
<PAGE> 33
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Certain officers of DMC are officers, directors and/or employees of the Fund.
These officers, directors and employees are paid no compensation by the Fund.
The Series has engaged Delaware Service Company, Inc. (DSC), an affiliate of
DMC, to serve as dividend disbursing and transfer agent. For the period ended
October 31, 1996, the Series expensed $6,371 for these services. Effective
August 19, 1996, the Fund also engaged DSC to provide accounting services. For
the period from August 19, 1996 to October 31, 1996, the Series has expensed
$7,044 for these services. Previously, Fund personnel provided this service and
the related costs were recorded in salaries and other expense categories in the
statement of operations. At October 31, 1996, the Series had a liability for
dividend disbursing, transfer agent, accounting service fees and other expenses
payable to DSC for $7,813.
3. INVESTMENTS
During the period ended October 31, 1996, the Series made purchases of
$6,652,567 and sales of $279,913 of securities other than direct U.S. government
securities and temporary cash investments.
At the period ended October 31, 1996, unrealized depreciation for federal income
tax purposes aggregated $146,975 of which $298,829 related to unrealized
appreciation of securities and $445,804 related to unrealized depreciation of
securities.
The realized gain for federal income tax purposes was $62,056 for the period
ended October 31, 1996.
4. CAPITAL STOCK
Transactions in capital stock shares were as follows:
<TABLE>
<CAPTION>
For the period
6/10/96* to
10/31/96*
--------------
<S> <C>
Shares sold:
A Class 334,401
B Class 21,215
C Class 21,516
Institutional Class 363,763
Shares issued upon reinvestment of dividends from
net investment income and net realized gain from
security transactions:
A Class -
B Class -
C Class -
Institutional Class -
---------
740,895
---------
Share repurchased:
A Class 37,346
B Class -
C Class -
Institutional Class 3,858
---------
41,204
---------
Net increase 699,691
=========
</TABLE>
- --------------
*Date of initial sale
<PAGE> 34
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. FOREIGN CURRENCY FORWARD CONTRACTS
The following currency forward contracts were outstanding at October 31, 1996:
<TABLE>
<CAPTION>
Contract to Deliver In Exchange for Settlement Date Unrealized Gain/(Loss)
- ------------------- --------------- --------------- ----------------------
<C> <C> <C> <C>
10,208,212,500 Turkish Lira $105,675 11/5/96 $432
</TABLE>
6. CONCENTRATION OF RISK
The Fund may invest up to 10% of its total net assets in illiquid securities
which include securities with contractual restrictions on resale, securities
exempt from registration under Rule 144A of the Securities Act of 1933, as
amended, and other securities which may not be readily marketable. The relative
illiquidity of some of these securities may adversely affect the Fund's ability
to dispose of such securities in a timely manner and at a fair price when it is
necessary to liquidate such securities. These securities have been denoted in
the Statement of Net Assets.
<PAGE> 35
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7. FINANCIAL HIGHLIGHTS (CONTINUED)
Selected data for each share of the Series outstanding through each period were
as follows:
<TABLE>
<CAPTION>
EMERGING MARKETS SERIES
-----------------------
A CLASS B CLASS C CLASS INSTITUTIONAL CLASS
6/10/96(1) 6/10/96(1) 6/10/96(1) 6/10/96(1)
TO TO TO TO
10/31/96 10/31/96 10/31/96 10/31/96
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net assets value, beginning
of period $ 10.0000 $ 10.0000 $ 10.0000 $ 10.0000
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.0187 (0.0019) (0.0010) 0.0387
Net realized and unrealized loss
from security transactions (0.1187) (0.1281) (0.1290) (0.1287)
----------- ----------- ----------- -----------
Total from investment operations (0.1000) (0.1300) (0.1300) (0.0900)
----------- ----------- ----------- -----------
LESS DISTRIBUTIONS:
Dividends from net investment
income -- -- -- --
Distributions from net realized
gain from security transactions -- -- -- --
----------- ----------- ----------- -----------
Total distributions -- -- -- --
----------- ----------- ----------- -----------
Net asset value, end of period $ 9.9000 $ 9.8700 $ 9.8700 $ 9.9100
=========== =========== =========== ===========
TOTAL RETURN(2) (1.20%) (1.40%) (1.40%) (1.00%)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000's omitted) $ 2,940 $ 209 $ 212 $ 3,568
Ratio of expenses to average
daily net assets 2.00% 2.70% 2.70% 1.70%
Ratio of expenses to average
daily net assets prior to
expense limitation 3.90% 4.60% 4.60% 3.60%
Ratio of net investment
income to average net assets 0.76% 0.03% 0.03% 1.10%
Ratio of net investment income
to average net assets prior
to expense limitation (1.14%) (1.86%) (1.86%) (0.80%)
Portfolio turnover ratio 14% 14% 14% 14%
</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 A Class and does
not include contingent deferred sales charge which varies from 1-4%
depending upon the holding period for B Class.
<PAGE> 36
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Reports
* The financial statements and Accountant's Report listed above
relating to the International Equity Series, Global Assets Series and
Global Bond Series are incorporated by reference into Part B from the
Registrant's Annual Report for the fiscal year ended November 30,
1995. In addition, unaudited financial statements for the
International Equity Series, Global Assets Series and Global Bond
Series for the period ended May 31, 1996 are incorporated into this
filing by reference from the Registrant's Semi-Annual Report into
Part B. Unaudited financial statements for the Emerging Markets
Series for the period ended October 31, 1996 are included in Part B.
(b) Exhibits:
(1) Articles of Incorporation.
(a) Articles of Incorporation, as amended and
supplemented through April 30, 1996,
incorporated into this filing by reference
to Post-Effective Amendment No. 10 filed
November 27, 1995.
(b) Executed Articles Supplementary (November
28, 1995) incorporated into this filing by
reference to Post- Effective Amendment No.
11 filed January 31, 1996.
<PAGE> 37
PART C - Other Information
(Continued)
(c) Executed Articles Supplementary (April 30,
1996) incorporated into this filing by
reference to Post- Effective Amendment No.
13 filed May 16, 1996.
(2) By-Laws. By-Laws, as amended through June 30, 1995,
incorporated into this filing by reference to
Post-Effective Amendment No. 9 filed June 30, 1995.
(3) Voting Trust Agreement. Inapplicable.
(4) Copies of All Instruments Defining the Rights of
Holders.
(a) Articles of Incorporation, Articles of
Amendment and Articles Supplementary.
(i) Article Fifth and Article Ninth of the
Articles of Incorporation (May 30,
1991), Article Second of Articles
Supplementary (May 22, 1992 and
September 6, 1994), Article Second of
Certificate of Correction to Articles
Supplementary (December 28, 1994)
incorporated into this filing by
reference to Post-Effective Amendment
No. 10 filed November 27, 1995.
(ii) Article Third, Article Fourth and
Article Fifth of Articles Supplementary
(November 28, 1995) incorporated into
this filing by reference to
Post-Effective Amendment No. 11 filed
January 31, 1996.
(iii) Article Fourth of Articles
Supplementary (April 30, 1996)
icorporated into this filing by
reference to Post-Effective Amendment
No. 13 filed May 16, 1996.
(b) By-Laws. Article II and Article III, as
amended, and Article XIV incorporated into
this filing by reference to Post-Effective
Amendment No. 9 filed June 30, 1995.
(5) Investment Management Agreements.
(a) Investment Management Agreement (April 3, 1995)
between Delaware International Advisers Ltd.
and the Registrant on behalf of the
International Equity Series incorporated into
this filing by reference to Post-Effective
Amendment No. 9 filed June 30, 1995.
<PAGE> 38
PART C - Other Information
(Continued)
(b) Investment Management Agreement (April 3, 1995)
between Delaware International Advisers Ltd.
and the Registrant on behalf of the Global
Assets Series incorporated into this filing by
reference to Post-Effective Amendment No. 9
filed June 30, 1995.
(c) Investment Management Agreement (April 3, 1995)
between Delaware International Advisers Ltd.
and the Registrant on behalf of the Global Bond
Series incorporated into this filing by
reference to Post-Effective Amendment No. 9
filed June 30, 1995.
(d) Sub-Advisory Agreement (April 3, 1995) between
Delaware International Advisers Ltd. and
Delaware Management Company, Inc. on behalf of
the Global Bond Series incorporated into this
filing by reference to Post-Effective Amendment
No. 9 filed June 30, 1995.
(e) Investment Management Agreement (May 1, 1996)
between Delaware International Advisers Ltd.
and the Registrant on behalf of the Emerging
Markets Series incorporated into this filing by
reference to Post-Effective Amendment No. 13
filed May 16, 1996.
(6) (a) Distribution Agreements.
(i) Form of Distribution Agreement
(April 3, 1995) incorporated into
this filing by reference to Post-
Effective Amendment No. 10 filed
November 27, 1995.
(ii) Form of Amendment No. 1 to
Distribution Agreement (November 29,
1995) incorporated into this filing
by reference to Post-Effective
Amendment No. 10 filed November 27,
1995.
(iii) Executed Distribution Agreement (May
1, 1996) between Delaware
Distributors, L.P. and the
Registrant on behalf of the Emerging
Markets Series incorporated by
reference into this filing by
reference to Post-Effective
Amendment No. 13 filed May 16, 1996.
<PAGE> 39
PART C - Other Information
(Continued)
(b) Administration and Service Agreement. Form
of Administration and Service Agreement
(Module) (as amended November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995.
(c) Dealer's Agreement. Dealer's Agreement
(Module) as amended November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995.
(d) Mutual Fund Agreement for the Delaware Group
of Funds (Module) (November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 11 filed January
31, 1996.
(7) Bonus, Profit Sharing, Pension Contracts.
(a) Amended and Restated Profit Sharing Plan
(November 17, 1994) incorporated into this
filing by reference to Post-Effective
Amendment No. 9 filed June 30, 1995.
(b) Amendment to Profit Sharing Plan (December
21, 1995) incorporated into this filing by
reference to Post- Effective Amendment No. 11
filed January 31, 1996.
(8) Custodian Agreements.
(a) Executed Custodian Agreement between The
Chase Manhattan Bank and the Registrant on
behalf of each Series (May 1, 1996) included
as Module.
<PAGE> 40
PART C - Other Information
(Continued)
(b) Form of Securities Lending Agreement (1996)
between The Chase Manhattan Bank and the
Registrant on behalf of each Series
incorporated into this filing by reference to
Post-Effective Amendment No. 13 filed May 16,
1996.
(9) Other Material Contracts.
(a) Shareholders Services Agreement (October 25,
1991) between Delaware Service Company, Inc.
and the Registrant on behalf of the
International Equity Series attached as
Exhibit.
(b) Shareholders Services Agreement (October 25,
1991) between Delaware Service Company, Inc.
and the Registrant on behalf of the Global
Assets Series (formerly Global Total Return
Series) attached as Exhibit.
(c) Shareholders Services Agreement (October 25,
1991) between Delaware Service Company, Inc.
and the Registrant on behalf of the Global
Bond Series (formerly Global Income Series)
attached as Exhibit.
(d) Shareholders Services Agreement (May 1, 1996)
between Delaware Service Company, Inc. and
the Registrant on behalf of the Emerging
Markets Series incorporated into this filing
by reference to Post-Effective Amendment No.
13 filed May 16, 1996.
(e) Executed Delaware Group of Funds Fund
Accounting Agreement between Delaware Service
Company, Inc. and the Registrant (August 19,
1996) attached as Exhibit.
(i) Executed Amendment No. 1 (September 30,
1996) to Schedule A to Delaware Group
of Funds Fund Accounting Agreement
attached as Exhibit.
(10) Opinion of Counsel. Filed with letter relating to
Rule 24f-2 on January 26, 1996.
(11) Consent of Auditors. Attached as Exhibit.
(12) Inapplicable.
(13) Undertaking of Initial Shareholder. Incorporated
into this filing by reference to Pre-Effective
Amendment No. 1 filed August 22, 1991.
<PAGE> 41
PART C - Other Information
(Continued)
(14) Model Plans. Incorporated into this filing 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.
(a) Form of Plan under Rule 12b-1 for Class A of
the International Equity, Global Bond and
Global Assets Series (November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995.
(b) Form of Plan under Rule 12b-1 for Class B of
the International Equity, Global Bond and
Global Assets Series (November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995.
(c) Form of Plan under Rule 12b-1 for Class C of
the International Equity, Global Bond and
Global Assets Series (November 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 10 filed
November 27, 1995.
(d) Executed Plan under Rule 12b-1 (May 1, 1996)
for Class A Shares of the Emerging Markets
Series incorporated into this filing by
reference to Post-Effective Amendment No. 13
filed May 16, 1996.
(e) Executed Plan under Rule 12b-1 (May 1, 1996)
for Class B Shares of the Emerging Markets
Series incorporated into this filing by
reference to Post-Effective Amendment No. 13
filed May 16, 1996.
(f) Executed Plan under Rule 12b-1 (May 1, 1996)
for Class C Shares of the Emerging Markets
Series incorporated into this filing by
reference to Post-Effective Amendment No. 13
filed May 16, 1996.
<PAGE> 42
PART C - Other Information
(Continued)
(16) Schedules of Computation for each Performance
Quotation.
(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 9 filed June 30,
1995 and Post-Effective Amendment No. 11
filed January 31, 1996.
(b) Schedules of Computation for each Performance
Quotation for periods not previously
electronically filed attached as Exhibit.
(17) Financial Data Schedules.
(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 11 filed January
31, 1996.
(b) Financial Data Schedules for the period ended
May 31, 1996 attached as Exhibit.
(c) Financial Data Schedules for the period ended
October 31, 1996 for the Emerging Markets
Series attached as Exhibit.
(18) Plan under Rule 18f-3. Plan under Rule 18f-3
(Module) (as amended May 1, 1996) incorporated into
this filing by reference to Post-Effective Amendment
No. 13 filed May 16, 1996.
(19) Other: Directors' Power of Attorney.
Incorporated into this filing by
reference to Post-Effective Amendment
No. 9 filed June 30, 1995.
Item 25. Persons Controlled by or under Common Control with Registrant. None.
<PAGE> 43
PART C - Other Information
(Continued)
Item 26. Number of Holders of Securities.
Number of
Title of Class Record Holders
-------------- --------------
Delaware Group Global & International
Funds, Inc.
International Equity Series:
International Equity Fund A Class
Common Stock 6,622 Accounts as of
$.01 Par Value Per Share October 31, 1996
International Equity Fund B Class
Common Stock 1,040 Accounts as of
$.01 Par Value Per Share October 31, 1996
International Equity Fund C Class
Common Stock 154 Accounts as of
$.01 Par Value Per Share October 31, 1996
International Equity Fund Institutional Class
Common Stock 43 Accounts as of
$.01 Par Value Per Share October 31, 1996
Delaware Group Global & International
Funds, Inc.'s
Global Assets Series:
Global Assets Fund A Class
Common Stock 823 Accounts as of
$.01 Par Value Per Share October 31, 1996
Global Assets Fund B Class
Common Stock 337 Accounts as of
$.01 Par Value Per Share October 31, 1996
Global Assets Fund C Class
Common Stock 48 Accounts as of
$.01 Par Value Per Share October 31, 1996
Global Assets Fund Institutional Class
Common Stock 6 Accounts as of
$.01 Par Value Per Share October 31, 1996
<PAGE> 44
PART C - Other Information
(Continued)
Number of
Title of Class Record Holders
-------------- --------------
Delaware Group Global & International
Funds, Inc.
Global Bond Series:
Global Bond Fund A Class
Common Stock 235 Accounts as of
$.01 Par Value Per Share October 31, 1996
Global Bond Fund B Class
Common Stock 53 Accounts as of
$.01 Par Value Per Share October 31, 1996
Global Bond Fund C Class
Common Stock 19 Accounts as of
$.01 Par Value Per Share October 31, 1996
Global Bond Fund Institutional Class
Common Stock 78 Accounts as of
$.01 Par Value Per Share October 31, 1996
Delaware Group Global & International
Funds, Inc.'s
Emerging Markets Series:
Emerging Markets Fund A Class
Common Stock 316 Accounts as of
$.01 Par Value Per Share October 31, 1996
Emerging Markets Fund B Class
Common Stock 49 Accounts as of
$.01 Par Value Per Share October 31, 1996
Emerging Markets Fund C Class
Common Stock 21 Accounts as of
$.01 Par Value Per Share October 31, 1996
Emerging Markets Fund Institutional Class
Common Stock 7 Accounts as of
$.01 Par Value Per Share October 31, 1996
<PAGE> 45
PART C - Other Information
(Continued)
Item 27. Indemnification. Incorporated into this filing by reference to
initial Registration Statement filed June 4, 1991 and Article XIV of
the By-Laws incorporated into this filing by reference to
Post-Effective Amendment No. 9 filed June 30, 1995.
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,
the Global Assets Series and the Emerging Markets Series of the Registrant, and
also serves as investment manager or sub- investment adviser to certain of the
other funds in the Delaware Group (Delaware Group Global Dividend and Income
Fund, Inc., Delaware Group Income Funds, Inc., Delaware Pooled Trust, Inc. and
Delaware Group Premium Fund, Inc.) and provides investment advisory services to
institutional accounts, primarily retirement plans and endowment funds.
<PAGE> 46
PART C - Other Information
(Continued)
The following persons serving as directors or officers of Delaware
International have held the following positions during the past two years:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ---------------------- ------------------------------------------------------------------------
<S> <C>
*Wayne A. Stork Chairman of the Board, Chief Executive Officer and Director of Delaware International Advisers
Ltd.; President, Chief Executive Officer, Chairman of the Board and Director of the Registrant and,
with the exception of Delaware Pooled Trust, Inc., each of the other funds in the Delaware Group,
Delaware Management Holdings, Inc., DMH Corp., Delaware International Holdings Ltd. and Founders
Holdings, Inc.; Chairman of the Board, President, Chief Executive Officer, Chief Investment Officer
and Director of Delaware Management Company, Inc.; Chairman of the Board and Director of Delaware
Pooled Trust, Inc., Delaware Distributors, Inc., Delaware Capital Management, Inc. and Delaware
Investment & Retirement Services, Inc.; and Director of Delaware Service Company, 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 Director and Director of Delaware International Advisers Ltd.
</TABLE>
*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
<PAGE> 47
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ---------------------- ---------------------------------------------------------------------------------
<S> <C>
*David K. Downes Director of Delaware International Advisers Ltd.; Executive Vice President, Chief Operating Officer,
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; Chairman
and Director of Delaware Management Trust Company; Senior Vice President, Chief Financial Officer,
Treasurer and Director of DMH Corp.; Senior Vice President and Chief Administrative Officer of Delaware
Distributors, L.P.; Senior Vice President, Chief Administrative Officer and Director of Delaware
Distributors, Inc.; 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
Capital Management, Inc.; Senior Vice President, Chief Financial Officer and Director of Founders
Holdings, Inc.; and Chief Executive Officer and Director of Delaware Investment & Retirement
Services, Inc.
Chief Executive Officer, Chief Financial Officer and Treasurer of Forewarn, Inc. since 1992, 8
Clayton Place, Newtown Square, PA
*Winthrop S. Jessup Director of Delaware International Advisers Ltd., Delaware Service Company, Inc., Delaware Management
Trust Company and Delaware Investment & Retirement Services, 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 and Delaware Management Holdings, Inc.; President and Chief Executive Officer of
Delaware Pooled Trust, Inc.; Executive Vice President and Director of DMH Corp., Delaware Management
Company, Inc., Delaware International Holdings Ltd. and Founders Holdings, Inc.; Vice Chairman of
Delaware Distributors, L.P.; Vice Chairman and Director of Delaware Distributors, Inc.; and President
and Director of Delaware Capital Management, Inc.
</TABLE>
*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
<PAGE> 48
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ---------------------- ---------------------------------------------------------------------------------
<S> <C>
*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.
Board of Directors, Chairman of Finance Committee, Keystone Insurance Company since 1989, 2040
Market Street, Philadelphia, PA; Board of Directors, Chairman of Finance Committee, Mid Atlantic,
Inc. since 1989, 2040 Market Street, Philadelphia, PA
*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, Delaware Capital Management, Inc., Founders CBO Corporation and Delaware
Investment & Retirement Services, Inc.; 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 Managing Director and Director of Delaware International Holdings Ltd.
Director of HYPPCO Finance Company Ltd.
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverton, PA; Director and Member
of Executive Committee of Stonewall Links, Inc. since 1991, Bulltown Rd., Elverton, PA
*John C. E. Campbell Director of Delaware International Advisers Ltd.
*George M. Chamberlain, Jr. Director of Delaware International Advisers Ltd.; Senior Vice President and Secretary of the
Registrant, each of the other funds in the Delaware Group, Delaware Distributors, L.P. and Delaware
Management Holdings, Inc.; Senior Vice President, Secretary and Director of Delaware Management
Company, Inc., DMH Corp., Delaware Distributors, Inc., Delaware Service Company, Inc., Founders
Holdings, Inc., Delaware Capital Management, Inc. and Delaware Investment & Retirement Services,
Inc.; Executive Vice President, Secretary and Director of Delaware Management Trust Company; and
Secretary and Director of Delaware International Holdings Ltd.
</TABLE>
*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
<PAGE> 49
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ---------------------- ---------------------------------------------------------------------------------
<S> <C>
*George E. Deming Director of Delaware International Advisers Ltd.
**Timothy W. Sanderson Senior Portfolio Manager, Deputy Compliance Officer, Director Equity Research and Director of Delaware
International Advisers Ltd.
**Clive A. Gillmore Senior Portfolio Manager, Director U.S. Mutual Fund Liaison and Director of Delaware International
Advisers Ltd.
**Hamish O. Parker Senior Portfolio Manager, Director U.S. Marketing Liaison and Director of Delaware International
Advisers Ltd.
**Ian G. Sims Senior Portfolio Manager, Deputy Managing Director and 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.
</TABLE>
*Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.
<PAGE> 50
PART C - Other Information
(Continued)
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 Income Funds, Inc., Delaware
Group Government Fund, Inc., Delaware Group Limited-Term Government Funds,
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 Adviser Funds, 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 the Manager also serve as
directors/trustees of the other Delaware Group funds, and certain officers are
also officers of these other funds. A company owned by the Manager'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, accounting services and transfer agent for all of the
mutual funds in the Delaware Group.
<PAGE> 51
PART C - Other Information
(Continued)
The following persons serving as
directors or officers of the Manager have held the following positions during
the past two years:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------------- -------------------------------------------------------------------------------------
<S> <C>
Wayne A. Stork Chairman of the Board, President, Chief Executive Officer, Chief Investment Officer and Director of
Delaware Management Company, Inc.; President, Chief Executive Officer, Chairman of the Board and
Director of the Registrant and, with the exception of Delaware Pooled Trust, Inc., each of the other
funds in the Delaware Group, Delaware Management Holdings, Inc., DMH Corp., Delaware International
Holdings Ltd. and Founders Holdings, Inc.; Chairman of the Board and Director of Delaware Pooled Trust,
Inc., Delaware Distributors, Inc., Delaware Capital Management, Inc. and Delaware Investment &
Retirement Services, Inc.; Chairman, Chief Executive Officer and Director of Delaware International
Advisers Ltd.; and Director of Delaware Service Company, Inc.
Winthrop S. Jessup Executive Vice President and Director of Delaware Management Company, Inc., DMH Corp., 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
and Delaware Management 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.; Director of Delaware Service Company, Inc., Delaware Management Trust Company,
Delaware International Advisers Ltd. and Delaware Investment & Retirement Services, Inc.; and President
and Director of Delaware Capital Management, Inc.
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 Delaware Capital Management, Inc; and Director of Delaware
International Advisers Ltd.
Board of Directors, Chairman of Finance Committee, Keystone Insurance Company since 1989, 2040 Market
Street, Philadelphia, PA; Board of Directors, Chairman of Finance Committee, Mid Atlantic, Inc. since
1989, 2040 Market Street, Philadelphia, PA
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 52
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Paul E. Suckow Executive Vice President/Chief Investment Officer, Fixed Income of Delaware Management Company, Inc.,
the Registrant and each of the other funds in the Delaware Group; Executive Vice President/Chief
Investment Officer and Director of Founders Holdings, Inc.; Senior Vice President/Chief Investment
Officer, Fixed Income of Delaware Management Holdings, Inc.; Senior Vice President of Delaware Capital
Management, Inc.; and Director of Founders CBO Corporation
Director of HYPPCO Finance Company Ltd.
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; Chairman and Director
of Delaware Management Trust Company; Executive Vice President and Chief Operating Officer, 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 and Chief Administrative Officer of Delaware Distributors, L.P.; Senior Vice President, Chief
Administrative Officer and Director of Delaware Distributors, Inc.; 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 Capital Management, Inc.; Senior Vice President, Chief
Financial Officer and Director of Founders Holdings, Inc.; Chief Executive Officer and Director of
Delaware Investment & Retirement Services, Inc.; and Director of Delaware International Advisers Ltd.
Chief Executive Officer, Chief Financial Officer and Treasurer of Forewarn, Inc. since 1992, 8 Clayton
Place, Newtown Square, PA
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 53
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director of Delaware Management Company, Inc., DMH Corp., Delaware
Distributors, Inc., Delaware Service Company, Inc., Founders Holdings, Inc., Delaware Capital
Management, Inc. and Delaware Investment & Retirement Services, Inc.; Senior Vice President and
Secretary of the Registrant, each of the other funds in the Delaware Group, Delaware Distributors, L.P.
and Delaware Management Holdings, Inc.; Executive Vice President, Secretary and Director of Delaware
Management Trust Company; Secretary and Director of Delaware International Holdings Ltd.; and Director
of Delaware International Advisers Ltd.
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, Founders CBO Corporation, Delaware Capital
Management, Inc. and Delaware Investment & Retirement Services, Inc.; 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.; Managing Director and Director of Delaware International Holdings
Ltd.; and Director of Delaware International Advisers Ltd.
Director of HYPPCO Finance Company Ltd.
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd., Elverton, PA; Director and Member of
Executive Committee of Stonewall Links, Inc. since 1991, Bulltown Rd., Elverton, PA
Michael P. Bishof(1) Vice President and Treasurer of Delaware Management Company, Inc., the Registrant, each of the other
funds in the Delaware Group, Delaware Distributors, L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc. and Founders Holdings, Inc.; Assistant Treasurer of Founders CBO Corporation; and Vice
President and Manager of Investment Accounting of Delaware International Holdings Ltd.
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 54
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Eric E. Miller Vice President and Assistant Secretary of Delaware Management Company, Inc., the Registrant, 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, Founders Holdings, Inc., Delaware Capital Management, Inc. and Delaware Investment &
Retirement Services, Inc.
Richelle S. Maestro Vice President and Assistant Secretary of Delaware Management Company, Inc., the Registrant, each of
the other funds in the Delaware Group, Delaware Management Holdings, Inc., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service Company, Inc., DMH Corp., Delaware Management Trust
Company, Delaware Capital Management, Inc., Delaware Investment & Retirement Services, Inc. and
Founders Holdings, Inc.; Secretary of Founders CBO Corporation; and Assistant Secretary of Delaware
International Holdings Ltd.
General Partner of Tri-R Associates since 1989, 10001 Sandmeyer Ln., Philadelphia, PA
Joseph H. Hastings Vice President/Corporate Controller of Delaware Management Company, Inc., the Registrant, 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 Capital
Management, Inc., Founders Holdings, Inc. and Delaware International Holdings Ltd.; Executive Vice
President, Chief Financial Officer and Treasurer of Delaware Management Trust Company; Chief Financial
Officer and Treasurer of Delaware Investment & Retirement Services, Inc.; and Assistant Treasurer of
Founders CBO Corporation
Bruce A. Ulmer Vice President/Director of Internal Audit of Delaware Management Company, Inc., the Registrant, each of
the other funds in the Delaware Group, Delaware Management Holdings, Inc., DMH Corp. and Delaware
Management Trust Company; and Vice President/Internal Audit of Delaware Investment & Retirement
Services, Inc.
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 55
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------------- -------------------------------------------------------------------------------------
<S> <C>
Steven T. Lampe(2) Vice President/Taxation of Delaware Management Company, Inc., the Registrant, 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,
Founders Holdings, Inc., Founders CBO Corporation, Delaware Capital Management, Inc. and Delaware
Investment & Retirement Services, Inc.
Lisa O. Brinkley Vice President/Compliance of Delaware Management Company, Inc., the Registrant, each of the other funds
in the Delaware Group, DMH Corp., Delaware Distributors, L.P., Delaware Distributors, Inc., Delaware
Service Company, Inc., Delaware Management Trust Company, Delaware Capital Management, Inc. and
Delaware Investment & Retirement Services, Inc.
Rosemary E. Milner Vice President/Legal of Delaware Management Company, Inc., the Registrant, each of the other funds in
the Delaware Group, Delaware Distributors, L.P. and Delaware Distributors, Inc.
Douglas L. Anderson Vice President/Operations of Delaware Management Company, Inc., Delaware Investment and Retirement
Services, Inc. and Delaware Service Company, Inc.; and Vice President/Operations and Director of
Delaware Management Trust Company
Michael T. Taggart 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, Assistant Secretary 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
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 56
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------------- -------------------------------------------------------------------------------------
<S> <C>
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 Capital
Management, Inc.
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 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 and Delaware Capital
Management, Inc.
Roger A. Early 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, each of
the equity funds in the Delaware Group and Delaware Capital Management, Inc.
General Partner of Zeke Investment Partners since 1991, 569 Canterbury Lane, Berwyn, PA
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, each of
the equity funds in the Delaware Group and Delaware Capital Management, Inc.
David C. Dalrymple Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the Registrant and each
of the equity funds in the Delaware Group
Gerald S. Frey(3) Vice President/Senior Portfolio Manager of Delaware Management Company, Inc., the Registrant and each
of the equity funds in the Delaware Group
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 57
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ----------------------- -------------------------------------------------------------------------------------
<S> <C>
Faye P. Staples(4) 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.
</TABLE>
1 VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS, Bankers Trust
and VICE PRESIDENT, CS First Boston Investment Management prior to
June 1995.
2 TAX MANAGER, Price Waterhouse prior to October 1995.
3 SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June
1996.
4 VICE PRESIDENT/HUMAN RESOURCES, Nova Care prior to September 1995.
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
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 Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- -------------------- ---------------------- ----------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None
Delaware Management
Company, Inc. Limited Partner Investment Manager
Delaware Capital
Management, Inc. Limited Partner None
Winthrop S. Jessup Vice Chairman Executive Vice President
Bruce D. Barton 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
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 58
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary Secretary
J. Lee Cook Senior Vice President/ None
Eastern Sales Division
Thomas E. Sawyer Senior Vice President/ None
Western Sales Division
Stephen H. Slack Senior Vice President/ None
Wholesaler
William F. Hostler Senior Vice President/ None
Marketing Services
Dana B. Hall Senior Vice President/ None
Key Accounts
J. Chris Meyer Senior Vice President/ None
Product Development
Richard J. Flannery Managing Director/Corporate Vice President
& Tax Affairs
Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Michael P. Bishof Vice President/Treasurer Vice President/Treasurer
Steven T. Lampe Vice President/Taxation Vice President/Taxation
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 59
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
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
Susan J. Black Vice President/ None
Manager Key Accounts
Thomas Kennett Vice President/Marketing None
Daniel H. Carlson Vice President/ None
Marketing Manager
Diane M. Anderson Vice President/ None
Retirement Services
Denise F. Guerriere Vice President/Client Services None
Julia R. Vander Els Vice President/ None
Client Services
Jerome J. Alrutz Vice President/ None
Client Services
Joanne A. Mettenheimer Vice President/ None
National Accounts
Christopher H. Price Vice President/Annuity None
Marketing & Administration
Steven J. DeAngelis Vice President/ None
Product Development
Susan T. Friestedt Vice President/ None
Customer Service
Dinah J. Huntoon Vice President/ None
Product Management
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 60
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Soohee Zebedee Vice President/Fixed Income None
Product Management
Ellen M. Krott Vice President/ None
Communications
Holly W. Riemel Vice President/ None
Telemarketing
Terrence L. Bussard 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
Thomas C. Gallagher Vice President/Wholesaler None
Douglas R. Glennon Vice President/Wholesaler None
William M. Kimbrough Vice President/Wholesaler None
Mac McAuliffe Vice President/Wholesaler None
Patrick L. Murphy Vice President/Wholesaler None
Henry W. Orvin Vice President/Wholesaler None
Philip G. Rickards Vice President/Wholesaler None
Elizabeth Roman Vice President/Wholesaler None
Michael W. Rose Vice President/Wholesaler None
Edward B. Sheridan Vice President/Wholesaler None
Robert E. Stansbury Vice President/Wholesaler None
Larry D. Stone Vice President/Wholesaler None
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE> 61
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C> <C>
Faye P. Staples Vice President/Human Resources None
John Wells Vice President/Marketing None
Technology
</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.
(d) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of
removal of any director when requested in writing to do so by
the record holders of not less than 10% of the outstanding
shares.
<PAGE> 62
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 22nd day of November, 1996.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
By/s/Wayne A. Stork
--------------------------------
Wayne A. Stork
Chairman of the Board, President,
Chief Executive Officer and Director
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>
Chairman of the Board, President,
/s/Wayne A. Stork Chief Executive Officer and Director November 22, 1996
- -------------------------------------
Wayne A. Stork
Senior Vice President/Chief Financial
Officer/Chief Administrative Officer
(Principal Financial Officer and
/s/David K. Downes Principal Accounting Officer) November 22, 1996
- ------------------------------------
David K. Downes
/s/Walter P. Babich * Director November 22, 1996
- ------------------------------------
Walter P. Babich
/s/Anthony D. Knerr * Director November 22, 1996
- ------------------------------------
Anthony D. Knerr
/s/Ann R. Leven * Director November 22, 1996
- ------------------------------------
Ann R. Leven
/s/W. Thacher Longstreth * Director November 22, 1996
- ------------------------------------
W. Thacher Longstreth
/s/Charles E. Peck * Director November 22 , 1996
- ------------------------------------
Charles E. Peck
</TABLE>
*By/s/Wayne A. Stork
---------------------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
<PAGE> 63
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE> 64
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
EX-99.B8A Executed Custodian Agreement (May 1, 1996) on behalf of each Series
(Module Name
CHASE_CUST_AGR)
EX-99.B9A Shareholders Services Agreement (October 25, 1991) between Delaware Service Company, Inc. and the
Registrant on behalf of the International Equity Series
EX-99.B9B Shareholders Services Agreement (October 25, 1991) between Delaware Service Company, Inc. and the
Registrant on behalf of the Global Assets Series (formerly Global Total Return Series)
EX-99.B9C Shareholders Services Agreement (October 25, 1991) between Delaware Service Company, Inc. and the
Registrant on behalf of the Global Bond Series (formerly Global Income Series)
EX-99.B9E Executed Delaware Group of Funds Fund Accounting Agreement between Delaware Service Company, Inc. and
the Registrant (August 19, 1996)
EX-99.B9E(I) Executed Amendment No. 1 (September 30, 1996) to Schedule A to Delaware Group of Funds Fund Accounting
Agreement
EX-99.B11 Consent of Auditors
EX-99.B16B Schedules of Computation for each Performance Quotation for periods not previously electronically filed
EX-27 Financial Data Schedules
(Exhibit 17)
</TABLE>
<PAGE> 1
CHASE
GLOBAL CUSTODY AGREEMENT
AGREEMENT, effective May 1, 1996, between THE CHASE MANHATTAN BANK, N.A.
(the "Bank") and those registered investment companies listed on Schedule A
hereto (each a Customer ) on behalf of certain of their respective series,
as listed on Schedule A (individually and collectively the Series ).
1. Customer Accounts.
The Bank agrees to establish and maintain the following accounts
("Accounts"):
(a) A custody account in the name of the Customer on behalf of each
Series ("Custody Account") for any and all stocks, shares, bonds, debentures,
notes, mortgages or other obligations for the payment of money, bullion, coin
and any certificates, receipts, warrants or other instruments representing
rights to receive, purchase or subscribe for the same or evidencing or
representing any other rights or interests therein and other similar property
whether certificated or uncertificated as may be received by the Bank or its
Subcustodian (as defined in Section 3) for the account of the Customer
("Securities"); and
(b) A deposit account in the name of the Customer on behalf of each
Series ("Deposit Account") for any and all cash in any currency received by
the Bank or its Subcustodian for the account of the Customer, which cash
shall not be subject to withdrawal by draft or check.
The Customer warrants its authority to: 1) deposit the cash and
Securities ("Assets") received in the Accounts and 2) give Instructions (as
defined in Section 11) concerning the Accounts. Such Instructions shall
specifically indicate to which Series such Assets belong or, if such Assets
belong to more than one Series, shall allocate such Assets to the appropriate
Series. The Bank may deliver securities of the same class in place of those
deposited in the Custody Account.
Upon written agreement between the Bank and the Customer, additional
Accounts may be established and separately accounted for as additional
Accounts under the terms of this Agreement.
2. Maintenance of Securities and Cash at Bank and Subcustodian Locations.
Unless Instructions specifically require another location acceptable to
the Bank:
(a) Securities will be held in the country or other jurisdiction in
which the principal trading market for such Securities is located, where such
Securities are to be presented for payment or where such Securities are
acquired; and
(b) Cash will be credited to an account in a country or other
jurisdiction in which such cash may be legally deposited or is the legal
currency for the payment of public or private debts.
To the extent available and permissible under applicable law and
regulation, Cash held pursuant to Instructions shall be held in interest
bearing accounts. If interest bearing accounts are not available, such cash
may be held in non-interest bearing accounts. The Bank is authorized to
maintain cash balances on deposit for the Customer with itself or one of its
affiliates. Interest bearing accounts shall bear interest at such reasonable
rates of interest as may from time to time be paid on such accounts by the
Bank or its affiliates.
(iii) For each Series that is exclusively a domestic Series, the following
additional provisions shall apply:
(x) In the event that during a given calendar month a Series has maintained
an average daily cash balance greater than zero, the Bank shall provide an
earnings credit against custody fees otherwise owing hereunder by such Series
during such calendar month in an amount equal to the product of (A) 75% of
the 90 day U.S. government Treasury bill rate as quoted in the Wall Street
Journal for the last Business Day (being a day on which the Bank is open
for the transaction of all its ordinary business) of such calendar month, (B)
the average daily cash balance for such month, and (C) the number of days in
such calendar month divided by 365.
(y) In the event that during a given calendar month a Series has maintained
an average daily cash balance less than or equal to zero, the Bank shall be
paid interest on such amount by such Series in an amount equal to the product
of (A) the Overnight Fed Funds Rate (as defined below) plus 25 basis points
for the last Business Day of such calendar month, (B) the average daily cash
balance for such month, and (C) the number of days in such calendar month
divided by 365.
(z) For purposes of (y) above, the term Overnight Fed Funds Rate shall mean
the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers,
as published by the Federal Reserve Bank of New York (with the rate for the
last Business Day of a given calendar month being the rate so published on
the Business Day immediately following such Day), or, if such rate is note so
published, the average quotations, for the last Business Day of a given
calendar month, of such transactions received by the Bank from three Federal
funds brokers of recognized standing selected by the Bank.
If the Customer wishes to have any of its Assets held in the custody of
an institution other than the established Subcustodians as defined in Section
3 (or their securities depositories), such arrangement must be authorized by
a written agreement, signed by the Bank and the Customer.
3. Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the subcustodians listed
in Schedule B of this Agreement with which the Bank has entered into
subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank
to hold Assets in the Accounts in accounts which the Bank has established
with one or more of its branches or Subcustodians. The Bank and
Subcustodians are authorized to hold any of the Securities in their account
with any securities depository in which they participate.
The Bank reserves the right to add new, replace or remove Subcustodians.
The Customer will be given reasonable notice by the Bank of any amendment to
Schedule B. Upon request by the Customer, the Bank will identify the name,
address and principal place of business of any Subcustodian of the Customer's
Assets and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such Subcustodian.
Upon receipt of Instructions, the Bank shall cease using any
Subcustodian with respect to the customer, and arrange for delivery of
Securities held with such Subcustodian to another entity as designated by the
Customer; provided that, the Bank shall have no responsibility for the
performance of such other entity.
4. Use of Subcustodian.
(a) The Bank will identify the Assets on its books as belonging to the
Customer.
(b) A Subcustodian will hold such Assets together with assets belonging
to other customers of the Bank in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of
the Bank.
(c) Any Assets in the Accounts held by a Subcustodian will be subject
only to the instructions of the Bank or its agent. Any Securities held in a
securities depository for the account of a Subcustodian will be subject only
to the instructions of such Subcustodian.
(d) Any agreement the Bank enters into with a Subcustodian for holding
its customer's assets shall provide that: (i) such assets will not be subject
to any right, charge, security interest, lien or claim of any kind in favor
of such Subcustodian except for safe custody or administration, (ii) the
beneficial ownership of such assets will be freely transferable without the
payment of money or value other than for safe custody or administration;
(iii) adequate records will be maintained identifying the assets held
pursuant to such agreement as belonging to the customers of the Bank; (iv)
subject to applicable law, Subcustodian shall permit independent public
accountants for Bank and customers of the Bank reasonable access to
Subcustodian s books and records as they pertain to the subcustody account in
connection with such accountants' examination of the books and records of
such account; and (v) the Bank will receive periodic reports with respect to
the safekeeping of assets in the subcustody account, including advices and/or
notifications of any transfers to or from such subcustody account. The
foregoing shall not apply to the extent of any special agreement or
arrangement made by the Customer with any particular Subcustodian.
(e) Upon request of the Customer, the Bank shall deliver to the Customer
annually a report stating: (i) the identity of each Subcustodian then acting
on behalf of the Bank and the name and address of the governmental agency or
other regulatory authority that supervises or regulates such Subcustodian;
(ii) the countries in which each Subcustodian is located; and (iii) as long
as Securities and Exchange Commission ("SEC") Rule 17f-5 under the Investment
Company Act of 1940, as amended ("1940 Act"), requires the Customer s Board
of Directors/Trustees directly to approve its foreign custody arrangements,
such other information relating to such Subcustodians as may reasonably be
requested by the Customer to ensure compliance with Rule 17f-5. As long as
Rule 17f-5 requires the Customer s Board of Directors/Trustees directly to
approve its foreign custody arrangements, the Bank shall also furnish
annually to the Customer information concerning such Subcustodians similar in
kind and scope as that furnished to the Customer in connection with the
initial approval hereof. The Bank shall timely advise the Customer of any
material adverse change in the facts or circumstances upon which such
information is based where such changes would affect the eligibility of the
Subcustodian under Rule 17f-5 as soon as practicable after it becomes aware
of any such material adverse change in the normal course of its custodial
activities.
5. Deposit Account Transactions
(a) The Bank or its Subcustodians will make payments from the Deposit
Account upon receipt of Instructions which include all information required
by the Bank.
(b) In the event that any payment to be made under this Section 5
exceeds the funds available in the Deposit Account, the Bank, in its
discretion, may advance the Customer such excess amount which shall be deemed
a loan payable on demand, bearing interest at the rate customarily charged by
the Bank on similar loans.
(c) If the Bank credits the Deposit Account on a payable date, or at
any time prior to actual collection and reconciliation to the Deposit
Account, with interest, dividends, redemptions or any other amount due, the
Customer will promptly return any such amount upon oral or written
notification: (i) that such amount has not been received in the ordinary
course of business or (ii) that such amount was incorrectly credited. If the
Customer does not promptly return any amount upon such notification, the Bank
shall be entitled, upon oral or written notification to the Customer, to
reverse such credit by debiting the Deposit Account for the amount previously
credited. The Bank or its Subcustodian shall have no duty or obligation to
institute legal proceedings, file a claim or a proof of claim in any
insolvency proceeding or take any other action with respect to the collection
of such amount, but may act for the Customer upon Instructions after
consultation with the Customer.
6. Custody Account Transactions.
(a) Securities will be transferred, exchanged or delivered by the Bank
or its Subcustodian upon receipt by the Bank of Instructions which include
all information required by the Bank. Settlement and payment for Securities
received for, and delivery of Securities out of, the Custody Account may be
made in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market
in which the transaction occurs, including, without limitation, delivery of
Securities to a purchaser, dealer or their agents against a receipt with the
expectation of receiving later payment and free delivery. Delivery of
Securities out of the Custody Account may also be made in any manner
specifically required by Instructions acceptable to the Bank.
(b) The Bank shall credit or debit the Accounts on a contractual
settlement date with cash or Securities with respect to any sale, exchange or
purchase of Securities in those countries set forth in Appendix A hereto;
provided that, the Bank may amend Appendix A from time to time in its sole
discretion and shall advise the Customer of such amendments. Otherwise,
transactions will be credited or debited to the Accounts on the date cash or
Securities are actually received by the Bank and reconciled to the Account.
(i) The Bank may reverse credits or debits made to the Accounts in its
discretion if the related transaction fails to settle within a reasonable
period, determined by the Bank in its discretion, after the contractual
settlement date for the related transaction; provided that, the Bank shall
give Customer prior notification of any such reversal. Where the foregoing
notification is oral, the Bank shall promptly provide written confirmation of
the same (which confirmation may be electronic).
(ii) If any Securities delivered pursuant to this Section 6 are returned
by the recipient thereof, the Bank may reverse the credits and debits of the
particular transaction at any time.
7. Actions of the Bank.
The Bank shall follow Instructions received regarding assets held in the
Accounts. However, until it receives Instructions to the contrary, the Bank
will:
(a) Present for payment any Securities which are called, redeemed or
retired or otherwise become payable and all coupons and other income items
which call for payment upon presentation, to the extent that the Bank or
Subcustodian is actually aware of such opportunities.
(b) Execute in the name of the Customer such ownership and other
certificates as may be required to obtain payments in respect of Securities.
(c) Exchange interim receipts or temporary Securities for definitive
Securities.
(d) Appoint brokers and agents for any transaction involving the
Securities, including, without limitation, affiliates of the Bank or any
Subcustodian, subject to applicable SEC rules and regulations under the Act.
(e) Issue statements to the Customer, at times mutually agreed upon,
identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of any
transfers of Assets to or from the Accounts. Such statements, advices or
notifications shall indicate the identity of the entity having custody of the
Assets. Unless the Customer advises the Bank orally and then promptly sends
the Bank a written exception or objection to any Bank statement within 180
days of receipt, the Customer shall be deemed to have approved such
statement.
All collections of funds or other property paid or distributed in
respect of Securities in the Custody Account shall be made at the risk of the
Customer. Subject to the standard of care in Section 12 hereof, the Bank shall
have no liability for any loss occasioned by delay in the actual receipt of
notice by the Bank or by its Subcustodians of any payment, redemption or other
transaction regarding Securities in the Custody Account in respect of which
the Bank has agreed to take any action under this Agreement.
8. Corporate Actions; Proxies; Tax Reclaims.
a. Corporate Actions. Whenever the Bank receives information
concerning the Securities which requires discretionary action by the
beneficial owner of the Securities (other than a proxy), such as subscription
rights, bonus issues, stock repurchase plans and rights offerings, or legal
notices or other material intended to be transmitted to securities holders
("Corporate Actions"), the Bank will give the Customer written notice (which
may be electronic) of such Corporate Actions to the extent that the Bank's
central corporate actions department has actual knowledge of a Corporate
Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, the Bank will endeavor to obtain
Instructions from the Customer or its Authorized Person (as defined in Section
10 hereof), but if Instructions are not received in time for the Bank to take
timely action, or actual notice of such Corporate Action was received too
late to seek Instructions, the Bank is authorized to sell such rights
entitlement or fractional interest and to credit the Deposit Account with the
proceeds or take any other action it deems, in good faith, to be appropriate
in which case it shall be held harmless for any such action.
b. Proxy Voting. With respect to domestic U.S. and Canadian Securities
(the latter if held in DTC), the Bank will send to the Customer or the
Authorized Person (as defined in Section 10) for a Custody Account, such proxies
(signed in blank, if issued in the name of the Bank's nominee or the nominee
of a central depository) and communications with respect to Securities in the
Custody Account as call for voting or relate to legal proceedings within a
reasonable time after sufficient copies are received by the Bank for
forwarding to its customers. In addition, the Bank will follow coupon
payments, redemptions, exchanges or similar matters with respect to
Securities in the Custody Account and advise the Customer or the Authorized
Person for such Account of rights issued, tender offers or any other
discretionary rights with respect to such Securities, in each case, of which
the Bank has received notice from the issuer of the Securities, or as to
which notice is published in publications routinely utilized by the Bank for
this purpose.
With respect to Securities other than the foregoing, proxy voting
services shall be provided in accordance with separate proxy voting agreement
annexed hereto a Appendix B.
The foregoing proxy voting services may be provided by Bank, in whole or
in part, by one or more third parties appointed by the Bank (which may be
affiliates of the Bank), provided that the Bank shall be liable for the
performance of any such third parties to the same extent as the Bank would
have been if it performed such services itself..
c. Tax Reclaims. (i) Subject to the provisions hereof, the Bank will
apply for a reduction of withholding tax and any refund of any tax paid or
tax credits which apply in each applicable market in respect of income
payments on Securities for the benefit of the Customer which the Bank
believes may be available to such Customer. Where such reports are available,
the Bank shall periodically report to Customer concerning the making of
applications for a reduction of withholding tax and refund of any tax paid or
tax credits which apply in each applicable market in respect of income
payments on Securities for the benefit of the Customer.
(ii) The provision of tax reclaim services by the Bank is conditional
upon the Bank receiving from the beneficial owner of Securities (A) a
declaration of its identity and place of residence and (B) certain other
documentation (pro forma copies of which are available from the Bank). The
Bank shall use reasonable means to advise the Customer of the declarations,
documentation and information which the Customer is to provide to the Bank in
order for the Bank to provide the tax reclaim services described herein. The
Customer acknowledges that, if the Bank does not receive such declarations,
documentation and information, additional United Kingdom taxation will be
deducted from all income received in respect of Securities issued outside the
United Kingdom and that U.S. non-resident alien tax or U.S. backup
withholding tax will be deducted from U.S. source income. The Customer shall
provide to the Bank such documentation and information as it may require in
connection with taxation, and warrants that, when given, this information
shall be true and correct in every respect, not misleading in any way, and
contain all material information. The Customer undertakes to notify the Bank
immediately if any such information requires updating or amendment.
(iii) Subject to subsection (vii) hereof, the Bank shall not be liable
to the Customer or any third party for any tax, fines or penalties payable by
the Bank or the Customer, and shall be indemnified accordingly, whether these
result from the inaccurate completion of documents by the Customer or any
third party, or as a result of the provision to the Bank or any third party
of inaccurate or misleading information or the withholding of material
information by the Customer or any other third party, or as a result of any
delay of any revenue authority or any other matter beyond the control of the
Bank.
(iv) The Customer confirms that the Bank is authorized to deduct from
any cash received or credited to the Cash Account any taxes or levies
required by any revenue or governmental authority for whatever reason in
respect of the Securities or Cash Accounts.
(v) The Bank shall perform tax reclaim services only with respect to
taxation levied by the revenue authorities of the countries notified to the
Customer from time to time and the Bank may, by notification in writing, at
its absolute discretion, supplement or amend the markets in which the tax
reclaim services are offered. Other than as expressly provided in this sub-
clause, the Bank shall have no responsibility with regard to the Customer's
tax position or status in any jurisdiction. Except as provided in Section
8(c)(ii) and pursuant to Instructions, the Bank shall take no action in the
servicing of the Customer s Securities which, in and of itself, creates a
taxable nexus for the Customer in any jurisdiction other than with respect to
interest, dividends and capital gains that may otherwise be subject to tax by
such jurisdiction with respect to a foreign investor not otherwise engaged in
a trade or business in such jurisdiction in a given taxable year. Bank shall
not be liable for any tax liability caused, directly or indirectly, by
Customer's actions or status in any jurisdiction.
(vi) In connection with obtaining tax relief, the Customer confirms
that the Bank is authorized to disclose any information requested by any
revenue authority or any governmental body in relation to the Customer or the
Securities and/or Cash held for the Customer. This provision does not
authorize any other voluntary disclosure to any revenue authority or any
governmental body without the prior written consent of Customer.
(vii) Tax reclaim services may be provided by the Bank or, in whole or
in part, by one or more third parties appointed by the Bank (which may be
affiliates of the Bank); provided that the Bank shall be liable for the
performance of any such third party to the same extent as the Bank would have
been if it performed such services itself.
9. Nominees.
Securities which are ordinarily held in registered form may be
registered in a nominee name of the Bank, Subcustodian or securities
depository, as the case may be. The Bank may without notice to the Customer
cause any such Securities to cease to be registered in the name of any such
nominee and to be registered in the name of the Customer. In the event that
any Securities registered in a nominee name are called for partial redemption
by the issuer, the Bank may allot the called portion to the respective
beneficial holders of such class of security in any manner the Bank deems to
be fair and equitable. The Customer agrees to hold the Bank, Subcustodians,
and their respective nominees harmless from any liability arising directly or
indirectly from their status as a mere record holder of Securities in the
Custody Account.
10. Authorized Persons.
As used in this Agreement, the term "Authorized Person" means employees
or agents including investment managers as have been designated by written
notice from the Customer or its designated agent to act on behalf of the
Customer under this Agreement. Such persons shall continue to be Authorized
Persons until such time as the Bank receives Instructions from the Customer
or its designated agent that any such employee or agent is no longer an
Authorized Person.
11. Instructions.
The term "Instructions" means instructions of any Authorized Person
received by the Bank, via telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess or electronic instruction or trade information
system acceptable to the Bank which the Bank reasonably believes in good
faith to have been given by Authorized Persons or which are transmitted with
proper testing or authentication pursuant to terms and conditions which the
Bank may specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or superseded. For
purposes hereof, reasonableness shall mean compliance with applicable
procedures.
Any Instructions delivered to the Bank by telephone (including cash
transfer instructions as described below) shall promptly thereafter be
confirmed in writing by any two Authorized Persons (which confirmation may
bear the facsimile signature of such Persons), but the Customer will hold the
Bank harmless for the failure of such Authorized Persons to send such
confirmation in writing, the failure of such confirmation to conform to the
telephone instructions received or the Bank's failure to produce such
confirmation at any subsequent time; provided that, where the Bank receives
a telephone Instruction from an Authorized Person requiring the transfer of
cash, prior to executing such Instruction the Bank will, to confirm such
Instruction, call back any one of the individuals on a list of persons
authorized to confirm such oral transfer Instructions (which Person shall be
a person other than the initiator of the transfer Instruction) and the Bank
shall not execute the Instruction until it has received such confirmation.
Either party may electronically record any Instructions given by telephone,
and any other telephone discussions with respect to the Custody Account. The
Customer shall be responsible for safeguarding any testkeys, identification
codes or other security devices which the Bank shall make available to the
Customer or its Authorized Persons.
12. Standard of Care; Liabilities.
(a) The Bank shall be responsible for the performance of only such
duties as are set forth in this Agreement or expressly contained in
Instructions which are consistent with the provisions of this Agreement as
follows:
(i) The Bank will use reasonable care with respect to its obligations
under this Agreement and the safekeeping of Assets. The Bank shall be liable
to the Customer for any loss which shall occur as the result of the failure
of a Subcustodian to exercise reasonable care with respect to the safekeeping
of such Assets to the same extent that the Bank would be liable to the
Customer if the Bank were holding such Assets in New York. In the event that
Securities are lost by reason of the failure of the Bank or its Subcustodian
to use reasonable care, the Bank shall be liable to the Customer based on the
market value of the property which is the subject of the loss on the date it
is replaced by the Bank and without reference to any special conditions or
circumstances, it being understood that for purposes of measuring damages
hereunder, the value of Securities which are sold by the Customer prior to
the replacement thereof shall be equal to the sale price thereof less the
expenses of such sale incurred by the Customer. The Bank shall act with
reasonable promptness in making such replacements. In no event shall the
Bank be liable for special, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Bank
has been advised of the likelihood of such loss or damage and regardless of
the form of action. Subject to the Bank's obligations pursuant to Section 4(e)
hereof, the Bank will not be responsible for the insolvency of any
Subcustodian which is not a branch or affiliate of Bank.
(ii) The Bank will not be responsible for any act, omission, default or
the solvency of any broker or agent which it or a Subcustodian appoints
unless such appointment was made negligently or in bad faith.
(iii) (a) The Bank shall be indemnified by, and without liability to
the Customer for any action taken or omitted by the Bank whether pursuant to
Instructions or otherwise pursuant to this Agreement if such act or omission
was in good faith, without negligence. In performing its obligations under
this Agreement, the Bank may rely on the genuineness of any Customer document
which it reasonably believes in good faith to have been validly executed.
(b) The Bank shall hold Customer harmless from, and shall indemnify Customer
for, any loss, liability, claim or expense incurred by Customer (including,
but not limited to, Customer's reasonable legal fees) to the extent that such
loss, liability, claim or expense arises from the negligence or willful mis-
conduct on the part of the Bank or a Subcustodian; provided that, in no event
shall the Bank be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits),
even if the Bank has been advised of the likelihood of such loss or damage
and regardless of the form of action. Subject to the Bank's obligations
pursuant to Section 4(e) hereof, the Bank will not be responsible for the
insolvency of any Subcustodian which is not a branch or affiliate of Bank.
(iv) The Customer agrees to pay for and hold the Bank harmless from any
liability or loss resulting from the imposition or assessment of any taxes or
other governmental charges, and any related expenses with respect to income
from or Assets in the Accounts.
(v) The Bank shall be entitled to rely, and may act, upon the advice of
counsel (who may be counsel for the Customer) on all matters and shall be
without liability for any action reasonably taken or omitted pursuant to such
advice.
(vi) The Bank need not maintain any insurance for the benefit of the
Customer.
(vii) Without limiting the foregoing, the Bank shall not be liable
for any loss which results from: 1) the general risk of investing, or 2)
investing or holding Assets in a particular country including, but not
limited to, losses resulting from nationalization, expropriation or other
governmental actions; regulation of the banking or securities industry;
currency restrictions, devaluations or fluctuations; and market conditions
which prevent the orderly execution of securities transactions or affect the
value of Assets.
(viii) Neither party shall be liable to the other for any loss due to
forces beyond their control including, but not limited to strikes or work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear
fusion, fission or radiation, or acts of God.
(b) Consistent with and without limiting the first paragraph of this
Section 12, it is specifically acknowledged that the Bank shall have no duty
or responsibility to:
(i) question Instructions or make any suggestions to the Customer or an
Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to investments or
the retention of Securities;
(iii) advise the Customer or an Authorized Person regarding any
default in the payment of principal or income of any security other than a
Security.
(iv) except as may be otherwise provided in any securities lending
agreement between the Customer and the Bank, evaluate or report to the
Customer or an Authorized Person regarding the financial condition of any
broker, agent or other party to which Securities are delivered or payments
are made pursuant to this Agreement;
(v) except for trades settled at DTC where the broker provides to the
Bank the trade confirmation and the Customer provides for the Bank to receive
the trade instruction, review or reconcile trade confirmations received from
brokers. The Customer or its Authorized Persons (as defined in Section 10)
issuing Instructions shall bear any responsibility to review such
confirmations against Instructions issued to and statements issued by the
Bank.
(c) The Customer authorizes the Bank to act, hereunder, in its capacity
as a custodian notwithstanding that the Bank or any of its divisions or
affiliates may have a material interest in a transaction, or circumstances
are such that the Bank may have a potential conflict of duty or interest
including the fact that the Bank or any of its affiliates may provide
brokerage services to other customers, act as financial advisor to the issuer
of Securities, act as a lender to the issuer of Securities, act in the same
transaction as agent for more than one customer, have a material interest in
the issue of Securities, or earn profits from any of the activities listed
herein.
13. Fees and Expenses.
The Customer agrees to pay the Bank for its services under this
Agreement such amount as may be agreed upon in writing ("Fee Schedule"),
together with the Bank's reasonable out-of-pocket or incidental expenses (as
further defined in the Fee Schedule), including, but not limited to, legal
fees. The Bank shall have a lien on and is authorized to charge any Accounts
of the Customer for any amount owing to the Bank under any provision of this
Agreement.
14. Miscellaneous.
(a) Foreign Exchange Transactions. To facilitate the administration of
the Customer's trading and investment activity, the Bank is authorized to
enter into spot or forward foreign exchange contracts with the Customer or an
Authorized Person for the Customer and may also provide foreign exchange
through its subsidiaries, affiliates or Subcustodians. Instructions,
including standing instructions, may be issued with respect to such contracts
but the Bank may establish rules or limitations concerning any foreign
exchange facility made available. In all cases where the Bank, its
subsidiaries, affiliates or Subcustodians enter into a foreign exchange
contract related to Accounts, the terms and conditions of the then current
foreign exchange contract of the Bank, its subsidiary, affiliate or
Subcustodian and, to the extent not inconsistent, this Agreement shall apply
to such transaction.
(b) Certification of Residency, etc. The Customer certifies that it is
a resident of the United States and agrees to notify the Bank of any changes
in residency. The Bank may rely upon this certification or the certification
of such other facts as may be required to administer the Bank's obligations
under this Agreement. The Customer will indemnify the Bank against all
losses, liability, claims or demands arising directly or indirectly from any
such certifications.
(c) Access to Records. Applicable accounts, books and records of the
Bank shall be open to inspection and audit at all reasonable times during
normal business hours upon reasonable advance notice by Customer s
independent public accountants and by employees of Customer designated to the
Bank. All such materials shall, to the extent applicable, be maintained and
preserved in conformity with the Act and the rules and regulations
thereunder, including without limitation, SEC Rules 31a-1 and 31a-2. Subject
to restrictions under applicable law, the Bank shall also obtain an
undertaking to permit the Customer's independent public accountants
reasonable access to the records of any Subcustodian which has physical
possession of any Assets as may be required in connection with the
examination of the Customer's books and records.
(d) Governing Law; Successors and Assigns. This Agreement shall be
governed by the laws of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and
the Bank.
(e) Entire Agreement; Applicable Riders. Customer represents that the
Assets deposited in the Accounts are Mutual Fund assets subject to certain
Securities and Exchange Commission ("SEC") rules and regulations.
This Agreement consists exclusively of this document together with
Schedules A and B, Appendices 1 and 2, Exhibits I - _______ and the following
Rider(s) [Check applicable rider(s)]:
X MUTUAL FUND
----
X SPECIAL TERMS AND CONDITIONS
----
There are no other provisions of this Agreement, and this Agreement
supersedes any other agreements, whether written or oral, between the
parties. Any amendment to this Agreement must be in writing, executed by
both parties.
(f) Severability. In the event that one or more provisions of this
Agreement are held invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any jurisdiction, the validity,
legality and enforceability of such provision or provisions under other
circumstances or in other jurisdictions and of the remaining provisions will
not in any way be affected or impaired.
(g) Waiver. Except as otherwise provided in this Agreement, no failure
or delay on the part of either party in exercising any power or right under
this Agreement operates as a waiver, nor does any single or partial exercise
of any power or right preclude any other or further exercise, or the exercise
of any other power or right. No waiver by a party of any provision of this
Agreement, or waiver of any breach or default, is effective unless in writing
and signed by the party against whom the waiver is to be enforced.
(h) Notices. All notices under this Agreement shall be effective when
actually received. Any notices or other communications which may be required
under this Agreement are to be sent to the parties at the following addresses
or such other addresses as may subsequently be given to the other party in
writing:
Bank: The Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
Brooklyn, NY 11245
Attention: Global Custody Division
or telex:
-------------------------------------
Customer: Delaware Group of Funds
1818 Market St.
Philadelphia, PA 19103
att: Messrs. Bishof and O Conner
or telex:
--------------------------------------
(i) Termination. This Agreement may be terminated by the Customer or
the Bank by giving sixty (60) days written notice to the other, provided that
such notice to the Bank shall specify the names of the persons to whom the
Bank shall deliver the Assets in the Accounts. If notice of termination is
given by the Bank, the Customer shall, within sixty (60) days following
receipt of the notice, deliver to the Bank Instructions specifying the names
of the persons to whom the Bank shall deliver the Assets. In either case the
Bank will deliver the Assets to the persons so specified, after deducting any
amounts which the Bank determines in good faith to be owed to it under
Section 13. If within sixty (60) days following receipt of a notice of
termination by the Bank, the Bank does not receive Instructions from the
Customer specifying the names of the persons to whom the Bank shall deliver
the Assets, the Bank, at its election, may deliver the Assets to a bank or
trust company doing business in the State of New York to be held and disposed
of pursuant to the provisions of this Agreement, or to Authorized Persons, or
may continue to hold the Assets until Instructions are provided to the Bank;
provided that, where the Bank is the terminating party and the Bank had not
notified the Customer that termination was for breach of this Agreement by
the Customer, such 60 day period shall be extended for an additional period
as requested by Customer of up to 120 days.
Termination as to One or More Series. This Agreement may be terminated
as to one or more Series (but less than all the Series) by delivery of an
amended Schedule A deleting such Series, in which case termination as to the
deleted Series shall take effect sixty (60) days after the date of such
delivery. The execution and delivery of an amended Schedule A which deletes
one or more Series, shall constitute a termination hereof only with respect
to such deleted Series, shall be governed by the preceding provisions of
Section 14 as to the identification of a successor custodian and the delivery
of the Assets of the Series so deleted to such successor custodian, and shall
not affect the obligations of the Bank and the Customer hereunder with
respect to the other Series set forth in Schedule A, as amended from time to
time.
(j) Several Obligations of the Series. With respect to any obligations
of the Customer on behalf of the Series and their related Accounts arising
hereunder, the Custodian shall look for payment or satisfaction of any such
obligation solely to the assets and property of the Series and such Accounts
to which such obligation relates as though the Customer had separately
contracted with the Custodian by separate written instrument with respect to
each Series and its Accounts.
CUSTOMER
By: /s/ Michael P. Bishof
---------------------
Title Vice President and Treasurer
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Rosemary M. Stidmon
-----------------------
Title Vice President
STATE OF Pennsylvania)
: ss.
COUNTY OF Philadelphia)
On this 9th day of July, 1996, before me personally came Michael P. Bishof,
to me known, who being by me duly sworn, did depose and say that he resides
in Blue Bell, PA at 110 Spyglass Drive; that he is Vice President/Treasurer
of Delaware Group of Funds, the entity described in and which executed the
foregoing instrument; that he knows the seal of said entity, that the seal
affixed to said instrument is such seal, that it was so affixed by order of
said entity, and that he signed his name thereto by like order.
/s/ Maritza H. Cruzado
-----------------------
Maritza H. Cruzado
Notary
Sworn to before me this 9th
day of July, 1996.
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK )
On this 24th day of May, 1996, before me personally came Rosemary
Stidmon, to me known, who being by me duly sworn, did depose and say that she
resides in New Providence, NJ at 31 Sagamore Drive; that she is a Vice
President of THE CHASE MANHATTAN BANK, (National Association), the
corporation described in and which executed the foregoing instrument; that
she knows the seal of said corporation, that the seal affixed to said
instrument is such corporate seal, that it was so affixed by order of the
Board of Directors of said corporation, and that she signed her name thereto
by like order.
Sworn to before me this 24th
day of May, 1996.
/s/ Laiyee Ng
- -------------
Laiyee Ng
Notary
Schedule A
Delaware Pooled Trust, Inc. - Global Fixed Income Portfolio
Delaware Pooled Trust, Inc. - International Equity Portfolio
Delaware Pooled Trust, Inc. - Labor Select International Equity Portfolio
Delaware Pooled Trust, Inc. - Real Estate Investment Trust Portfolio
Delaware Pooled Trust, Inc. - High Yield Portfolio
Delaware Pooled Trust, Inc. - International Fixed Income Portfolio
Delaware Pooled Trust, Inc. - Defensive Equity Utility Portfolio
Delaware Group Global & International Funds, Inc. - International Equity Fund
Delaware Group Global & International Funds, Inc. - Global Assets Fund
Delaware Group Global & International Funds, Inc. - Global Bond Fund
Delaware Group Global & International Funds, Inc. - Emerging Markets Fund
Delaware Group Premium Fund, Inc. - International Equity Series
Delaware Group Premium Fund, Inc. - Equity Income Series
Delaware Group Premium Fund, Inc. - High Yield Series
Delaware Group Premium Fund, Inc. - Capital Reserves Series
Delaware Group Premium Fund, Inc. - Money Market Series
Delaware Group Premium Fund, Inc. - Growth Series
Delaware Group Premium Fund, Inc. - Multiple Strategy Series
Delaware Group Premium Fund, Inc. - Value Series
Delaware Group Premium Fund, Inc. - Emerging Growth Series
Delaware Group Premium Fund, Inc. - Global Bond Series
Delaware Group Delchester High-Yield Bond Fund, Inc.
Delaware Group Delaware Fund, Inc. - Delaware Fund
Delaware Group Delaware Fund, Inc. - Devon Fund
Delaware Group Value Fund, Inc.
Delaware Group DelCap Fund, Inc.
Delaware Group Dividend & Income Fund, Inc.
Delaware Group Advisor Funds, Inc. - Enterprise Fund
Delaware Group Advisor Funds, Inc. - U.S. Growth Fund
Delaware Group Advisor Funds, Inc. - World Growth Fund
Delaware Group Advisor Funds, Inc. - New Pacific Fund
Delaware Group Advisor Funds, Inc. - Federal Bond Fund
Delaware Group Advisor Funds, Inc. - Corporate Income Fund
March, 1996 Schedule B
SUB-CUSTODIANS EMPLOYED BY
THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY
<TABLE>
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<S> <C> <C>
COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK
ARGENTINA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Arenales 707, 5th Floor Buenos Aires
De Mayo 130/140
1061Buenos Aires
ARGENTINA
AUSTRALIA The Chase Manhattan Bank The Chase Manhattan Bank
Australia Limited Australia Limited
36th Floor Sydney
World Trade Centre
Jamison Street
Sydney
New South Wales 2000
AUSTRALIA
AUSTRIA Creditanstalt - Bankverein Credit Lyonnais
Schottengasse 6 Vienna
A - 1011, Vienna
AUSTRIA
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A. Dhaka
Box 536,
Dhaka-1000
BANGLADESH
BELGIUM Generale Bank Credit Lyonnais Bank
3 Montagne Du Parc Brussels
1000 Bruxelles
BELGIUM
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana
Barclays House Gaborone
Khama Crescent
Gaborone
BOTSWANA
BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan S.A.
Chase Manhattan Center Sao Paulo
Rua Verbo Divino, 1400
Sao Paulo, SP 04719-002
BRAZIL
CANADA The Royal Bank of Canada Royal Bank of Canada
Royal Bank Plaza Toronto
Toronto
Ontario M5J 2J5
CANADA
Canada Trust Royal Bank of Canada
Canada Trust Tower Toronto
BCE Place
161 Bay at Front
Toronto
Ontario M5J 2T2
CANADA
CHILE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Agustinas 1235 Santiago
Casilla 9192
Santiago
CHILE
COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A.
Sociedad Fiduciaria Sociedad Fiduciaria
Carrera 9a No 99-02 Santafe de Bogota
Santafe de Bogota, DC
COLOMBIA
CZECH REPUBLIC
Ceskoslovenska Obchodni Banka, A.S. Komercni Banka, A.S.,
Na Prikope 14 Praha
115 20 Praha 1
CZECH REPUBLIC
DENMARK Den Danske Bank Den Danske Bank
2 Holmens Kanala DK 1091 Copenhagen
Copenhagen
DENMARK
EGYPT National Bank of Egypt National Bank of Egypt
24 Sherif Street Cairo
Cairo
EGYPT
EUROBONDS Cedel S.A. ECU:Lloyds Bank PLC
67 Boulevard Grande Duchesse Charlotte International Banking Division
LUXEMBOURG London
A/c The Chase Manhattan Bank, N.A. For all other currencies: see
London relevant country
A/c No. 17817
EURO CDS First Chicago Clearing Centre ECU:Lloyds Bank PLC
27 Leadenhall Street Banking Division London
London EC3A 1AA For all other currencies: see
UNITED KINGDOM relevant country
FINLAND Merita Bank KOP Merita Bank KOP
Aleksis Kiven 3-5 Helsinki
00500 Helsinki
FINLAND
FRANCE Banque Paribas Societe Generale
Ref 256 Paris
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
GERMANY Chase Bank A.G. Chase Bank A.G.
Alexanderstrasse 59 Frankfurt
Postfach 90 01 09
60441 Frankfurt/Main
GERMANY
GHANA Barclays Bank of Ghana Barclays Bank
Barclays House Accra
High Street
Accra
GHANA
GREECE Barclays Bank Plc National Bank of Greece S.A.
1 Kolokotroni Street Athens
10562 Athens A/c Chase Manhattan Bank, N.A.,
GREECE London
A/c No. 040/7/921578-68
HONG KONG The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
40/F One Exchange Square Hong Kong
8, Connaught Place
Central, Hong Kong
HONG KONG
HUNGARY Citibank Budapest Rt. Citibank Budapest Rt.
Vaci Utca 19-21 Budapest
1052 Budapest V
HUNGARY
INDIA The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
52/60 Mahatma Gandhi Road Bombay
Bombay 400 001
INDIA
Deutsche Bank AG, Bombay Branch Deutsche Bank
Securities & Custody Services Bombay
Kodak House
222 D.N. Road, Fort
Bombay 400 001
INDIA
INDONESIA The Hongkong and Shanghai The Chase Manhattan Bank, N.A.
Banking Corporation Limited Jakarta
World Trade Center
J1. Jend Sudirman Kav. 29-31
Jakarta 10023
INDONESIA
IRELAND Bank of Ireland Allied Irish Bank
International Financial Services Centre Dublin
1 Harbourmaster Place
Dublin 1
IRELAND
ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel B.M.
19 Herzl Street Tel Aviv
61000 Tel Aviv
ISRAEL
ITALY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Piazza Meda 1 Milan
20121 Milan
ITALY
JAPAN The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
1-3 Marunouchi 1-Chome Tokyo
Chiyoda-Ku
Tokyo 100
JAPAN
JORDAN Arab Bank Limited Arab Bank Limited
P O Box 950544-5 Amman
Amman
Shmeisani
JORDAN
KENYA Barclays Bank of Kenya Barclays Bank of Kenya
Third Floor Nairobi
Queensway House
Nairobi
Kenya
LUXEMBOURG
Banque Generale du Luxembourg S.A. Banque Generale du Luxembourg
50 Avenue J.F. Kennedy S.A.
L-2951 LUXEMBOURG Luxembourg
MALAYSIA The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Pernas International Kuala Lumpur
Jalan Sultan Ismail
50250, Kuala Lumpur
MALAYSIA
MAURITIUS Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Ltd Corporation Ltd.
Curepipe Road Curepipe
Curepipe
MAURITIUS
MEXICO The Chase Manhattan Bank, S.A. No correspondent Bank
(Equities)Montes Urales no. 470, 4th Floor
Col. Lomas de Chapultepec
11000 Mexico D.F.
(Government Banco Nacional de Mexico, No correspondent Bank
Bonds) Avenida Juarez No. 104 - 11 Piso
06040 Mexico D.F.
MEXICO
MOROCCO Banque Commerciale du Maroc Banque Commerciale du Maroc
2 Boulevard Moulay Youssef Casablanca
Casablanca 20000
MOROCCO
NETHERLANDS
ABN AMRO N.V. Generale Bank
Securities Centre Nederland N.V.
P O Box 3200 Rotterdam
4800 De Breda
NETHERLANDS
NEW ZEALAND
National Nominees Limited National Bank of New Zealand
Level 2 BNZ Tower Wellington
125 Queen Street
Auckland
NEW ZEALAND
NORWAY Den Norske Bank Den Norske Bank
Kirkegaten 21 Oslo
Oslo 1
NORWAY
PAKISTAN Citibank N.A. Citibank N.A.
I.I. Chundrigar Road Karachi
AWT Plaza
Karachi
PAKISTAN
Deutsche Bank Deutsche Bank
Unitowers Karachi
I.I. Chundrigar Road
Karachi
PAKISTAN
PERU Citibank, N.A. Citibank N.A.
Camino Real 457 Lima
CC Torre Real - 5th Floor
San Isidro, Lima 27
PERU
PHILIPPINES
The Hongkong and Shanghai The Hongkong and Shanghai
Banking Corporation Limited Banking Corporation Limited
Hong Kong Bank Centre 3/F Manila
San Miguel Avenue
Ortigas Commercial Centre
Pasig Metro Manila
PHILIPPINES
POLAND Bank Polska Kasa Opieki S.A. Bank Polska Kasa Opieki S.A.
Curtis Plaza Warsaw
Woloska 18
02-675 Warsaw
POLAND
For Mutual Funds:
Bank Handlowy W. Warsawie. S.A. Bank Polska Kasa Opieki S.A.
Custody Dept. Warsaw
Capital Markets Centre
Ul, Nowy Swiat 6/12
00-920 Warsaw
POLAND
PORTUGAL Banco Espirito Santo & Comercial Banco Nacional Ultra Marino
de Lisboa Lisbon
Servico de Gestaode Titulos
R. Mouzinho da Silveira, 36 r/c
1200 Lisbon
PORTUGAL
SHANGHAI The Hongkong and Shanghai Citibank
(CHINA) Banking Corporation Limited New York
Shanghai Branch
Corporate Banking Centre
Unit 504, 5/F Shanghai Centre
1376 Nanjing Xi Lu
Shanghai
THE PEOPLE'S REPUBLIC OF CHINA
SHENZHEN The Hongkong and Shanghai The Chase Manhattan Bank, N.A.
(CHINA) Banking Corporation Limited Hong Kong
1st Floor
Central Plaza Hotel
No.1 Chun Feng Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF CHINA
SINGAPORE The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Shell Tower Singapore
50 Raffles Place
Singapore 0104
SINGAPORE
SLOVAK REPUBLIC
Ceskoslovenska Obchodni Banka, A.S. Ceskoslovenska Obchodni Banka
Michalska 18 Slovak Republic
815 63 Bratislava
SLOVAK REPUBLIC
SOUTH AFRICA
Standard Bank of South Africa Standard Bank of South Africa
Standard Bank Chambers South Africa
46 Marshall Street
Johannesburg 2001
SOUTH AFRICA
SOUTH KOREA
The Hongkong & Shanghai The Hongkong & Shanghai
Banking Corporation Limited Banking Corporation Limited
6/F Kyobo Building Seoul
#1 Chongro, 1-ka Chongro-Ku,
Seoul
SOUTH KOREA
SPAIN The Chase Manhattan Bank, N.A. Banco Bilbao Vizcaya,
Calle Peonias 2 Madrid
7th Floor
La Piovera
28042 Madrid
SPAIN
SRI LANKA The Hongkong & Shanghai The Hongkong & Shangai
Banking Corporation Limited Banking Corporation Limited
Unit #02-02 West Block, Colombo
World Trade Center
Colombo 1,
SRI LANKA
SWEDEN Skandinaviska Enskilda Banken Svenska Handelsbanken
Kungstradgardsgatan 8 Stockholm
Stockholm S-106 40
SWEDEN
SWITZERLAND
Union Bank of Switzerland Union Bank of Switzerland
45 Bahnhofstrasse Zurich
8021 Zurich
SWITZERLAND
TAIWAN The Chase Manhattan Bank, N.A. No correspondent Bank
115 Min Sheng East Road - Sec 3,
9th Floor
Taipei
TAIWAN
Republic of China
THAILAND The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Bubhajit Building Bangkok
20 North Sathorn Road
Silom, Bangrak
Bangkok 10500
THAILAND
TUNISIA Banque Internationale Arabe de Tunisie Banque Internationale Arabe de
70-72 Avenue Habib Bourguiba Tunisie, Tunisia
P.O. Box 520
1080 Tunis Cedex
Tunisia
TURKEY The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Emirhan Cad. No: 145 Istanbul
Atakule, A Blok Kat:11
80700-Dikilitas/Besiktas
Istanbul
Turkey
U.K. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
Woolgate House London
Coleman Street
London EC2P 2HD
UNITED KINGDOM
URUGUAY The First National Bank of Boston The First National Bank of Boston
Zabala 1463 Montevideo
Montevideo
URUGUAY
U.S.A. The Chase Manhattan Bank, N.A. The Chase Manhattan Bank, N.A.
1 Chase Manhattan Plaza New York
New York
NY 10081
U.S.A.
VENEZUELA Citibank N.A. Citibank N.A.
Carmelitas a Altagracia Caracas
Edificio Citibank
Caracas 1010
VENEZUELA
ZAMBIA Barclays Bank of Zambia Barclays Bank of Zambia
Kafue House Lusaka
Cairo Road
P.O.Box 31936
Lusaka
ZAMBIA
ZIMBABWE Barclays Bank of Zimbabwe Barclays Bank of Zimbabwe
Ground Floor Harare
Tanganyika House
Corner of 3rd Street & Union Avenue
Harare
ZIMBABWE
</TABLE>
<PAGE> 1
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
INTERNATIONAL EQUITY SERIES
SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 25th day of October, 1991 by and
between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. ("Fund"), a Maryland
corporation, for the INTERNATIONAL EQUITY SERIES ("Series"), and DELAWARE
SERVICE COMPANY, INC. ("DSC"), a Delaware corporation, each having its
principal office and place of business at Ten Penn Center Plaza, Philadelphia,
Pennsylvania 19103.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreement between the Fund on
behalf of the Series and Delaware International Advisers Ltd. provides that the
Fund shall conduct its own business and affairs and shall bear the expenses and
salaries necessary and incidental thereto including, but not in limitation of
the foregoing, the costs incurred in: the maintenance of its corporate
existence; the maintenance of its own books, records and procedures; dealing
with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to stockholders; calling and holding of
stockholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees; and
WHEREAS, the Fund and DSC desire to have a written agreement
concerning the performance of the foregoing services and providing compensation
therefor;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for
the Series to provide as agent for the Fund services as Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby
accepts such appointment and agrees to provide the Fund, as its agent, the
services described herein.
<PAGE> 2
1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.
II. DOCUMENTATION
2.1 The Fund represents that it has provided or made available to
DSC (or has given DSC an opportunity to examine) copies of, and DSC represents
that it has received from the Fund (or is otherwise familiar with), the
following documents:
(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current amendments or
supplements thereto.
(b) The By-Laws of the Fund;
(c) Any resolution or other action of the Fund or the
Board of Directors of the Fund establishing or affecting the rights, privileges
or other status of each class or series of shares of the Fund, including those
relating to the Series, or altering or abolishing each such class or series;
(d) A certified copy of a resolution of the Board of
Directors of the Fund appointing DSC as Shareholder Services Agent for the
Series and authorizing the execution of this Agreement;
(e) The Form of share certificates of the Series in the
form approved by the Board of Directors of the Fund;
(f) A copy of the Fund's currently effective Prospectus
and Statement of Additional Information under the Securities Act of 1933, if
effective;
(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;
(h) Copies of documents relating to Plans of the Fund for
the purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;
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<PAGE> 3
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;
(j) A certified copy of any resolution of the Board of
Directors of the Fund authorizing any person to give instructions to DSC under
this Agreement (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and
(k) Any amendment, revocation or other documents
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents that may
be required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a certified
copy of any resolution of the stockholders or the Board of Directors of the
Fund providing for a dividend, capital gains distribution, distribution of
capital, stock dividend, stock split or other similar action affecting the
authorization or issuance of shares of the Fund or the payment of dividends.
2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock certificate or the books
recording the same, the Fund shall deliver or make available to DSC:
(a) A certified copy of any document authorizing or
effecting such change;
(b) Written instructions from an authorized officer
implementing such change; and
(c) An opinion of counsel to the Fund as to the validity
of such action, if requested by DSC.
2.5 The Fund warrants the following:
(a) The Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and any and all
Series' shares which it issues will be properly registered and lawfully issued
under applicable federal and state laws.
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<PAGE> 4
(b) The provisions of this Agreement do not violate the
terms of any instrument by which the Fund is bound; nor do they violate any law
or regulation of any body having jurisdiction over the Fund or its property.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer
agent under the Securities Exchange Act of 1934 and is duly authorized to
serve, and may lawfully serve as such.
(b) The provisions of this Agreement do not violate the
terms of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. STOCK CERTIFICATES
3.1 The Fund shall furnish or authorize DSC to obtain, at the
Fund's expense, a sufficient supply of blank stock certificates for the Series,
and from time to time will replenish such supply upon the request of DSC. The
Fund agrees to indemnify and exonerate, save and hold DSC harmless, from and
against any and all claims or demands that may be asserted against DSC
concerning the genuineness of any stock certificate supplied to DSC pursuant to
this Section.
3.2 DSC shall safeguard, and shall account to the Fund, upon its
demand for, all such stock certificates: (a) as issued, showing to whom
issued, or (b) as unissued, establishing the safekeeping, cancellation or
destruction thereof.
3.3 The Fund shall promptly inform DSC in writing of any change in
the officers authorized to sign stock certificates or in the form thereof if an
officer whose manual or facsimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto promptly
provide to DSC any approval, adoption or ratification as may be required by
DSC.
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<PAGE> 5
IV. TRANSFER AGENT
4.1 As Transfer Agent for the Series, DSC shall issue, redeem and
transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:
(a) Upon receipt of authority to issue shares, determine
the total shares to be issued and issue such shares by crediting shares to
accounts created and maintained in the registration forms provided; as
applicable, prepare, issue and deliver stock certificates.
(b) Upon proper transfer authorization, transfer shares
by debiting transferor-stockholder accounts and crediting such shares to
accounts created and/or maintained for transferee-stockholders; if applicable,
issue and/or cancel stock certificates.
(c) Upon proper redemption authorization, determine the
total shares redeemed and to be redeemed; determine the total redemption
payments made and to be made; redeem shares by debiting stockholder accounts;
as applicable receive and cancel stock certificates for shares redeemed; and
remit or cause to be remitted the redemption proceeds to stockholders.
(d) Create and maintain accounts; reconcile and control
cash due and paid, shares issued and to be issued, cash remitted and to be
remitted and shares debited and credited to accounts; provide such notices,
instructions or authorizations as the Fund may require.
4.2 DSC shall not be required to issue, transfer or redeem Series'
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Series, DSC shall
disburse and cause to be disbursed to Series' stockholders Series' dividends,
capital gains distributions or any payments from other sources as directed by
the Fund. In connection therewith, but not in limitation thereof, DSC shall:
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<PAGE> 6
(a) Calculate the total disbursement due and payable and
the disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.
(b) Calculate the total disbursements for each
stockholder, as aforesaid, to be disbursed in cash; prepare and mail checks
therefor.
(c) Calculate the total disbursement for each
stockholder, as aforesaid, for which Series' shares are to be issued and
authorized and instruct the issuance of Series' shares therefor in accordance
with Section IV hereof
(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by federal or state authority.
(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.
5.2 DSC shall not be required to make any disbursement upon the
receipt of DSC from the Fund, or from any federal or state agency or authority,
written notice that such disbursement shall not be made.
VI. SHAREHOLDER SERVICING AGENT
6.1 As Shareholder Servicing Agent for the Series, DSC shall
provide those services ancillary to but in implementation of the services
provided under Sections I through V hereof, and those generally defined and
accepted as shareholder services. In connection therewith, but not in
limitation thereof, DSC shall:
(a) Except where instructed in writing by the Fund not to
do so, and where in compliance with applicable law, accept orders on behalf of
the Fund; receive and process investments and applications; remit to the Fund
or its custodian payments for shares acquired and to be issued; and direct the
issuance of shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of
stockholders and their agents.
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<PAGE> 7
(c) As instructed by the Fund, prepare and mail
stockholder account information, mail Series stockholder reports and Series
prospectuses.
(d) Prepare and mail proxies and material for Fund
stockholder meetings, receive and process proxies from stockholders, and
deliver such proxies as directed by the Fund.
(e) Administer investment plans offered by the Fund to
investor and Series stockholders, including retirement plans, including
activities not otherwise provided in Section I through V of this Agreement.
VI. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Series stockholders and their
stockholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by the
Fund.
7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or stockholders.
7.3 DSC may request or receive instructions from the Fund and may,
at the Fund's expense, consult with counsel for the Fund or its own counsel
with respect to any matter arising in connection with the performance of its
duties hereunder, and shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or opinions of counsel.
7.4 DSC shall maintain reasonable insurance coverage for errors
and omissions and reasonable bond coverage for fraud.
7.5 Upon notice thereof to the Fund, DSC may employ others to
provide services to DSC in its performance of this Agreement.
-8-
<PAGE> 8
7.6 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to other funds of the
Delaware Group and to others, and may be used to perform other services for the
Fund, the other funds of the Delaware Group and others.
7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the
rules and regulations thereunder. Further, the parties intend that the
processes, procedures, safeguards and controls employed should be those
generally applied and accepted for the type services provided hereunder by
other institutions providing the same or similar services, and, those which
should provide efficient, safe and economical services so as to promote
promptness and accuracy and to maintain the integrity of the Fund's records.
7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that because DSC has common
ownership and close management ties with the Fund's investment advisor and the
Fund's distributor and serves the other funds of the Delaware Group (DSC having
been originally established to provide the services hereunder for the funds of
the Delaware Group), advantages and benefits to the Fund in the employment of
DSC hereunder can be available which may not generally be available to it from
others providing similar services.
8.2 The Fund and DSC further acknowledge that the compensation by
the Fund to DSC is intended to induce DSC to provide services under this
Agreement of a nature and quality which the Board of Directors of the Fund,
including a majority who are not parties to this Agreement or interested person
of the parties hereto, has determined after due consideration to be necessary
for the conduct of the business of the Fund, in the best interests of the Fund,
the Series and its stockholders.
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<PAGE> 9
8.3 Compensation by the Fund to DSC hereunder shall be determined
in accordance with Schedule A hereto as it shall be amended from time to time
as provided for herein and which is incorporated herein as a part hereof.
8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in Section 10.1 hereof by the Board of
Directors of the Fund at least annually and may be reviewed and approved more
frequently at the request of either party. The Board may request, and DSC
shall provide, such information as the Board may reasonably require to evaluate
the basis of and approve the compensation.
IX. STANDARD OF CARE
9.1 The Fund acknowledges that DSC shall not be liable for, and in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.
X. CONTRACTUAL STATUS
10.1 This Agreement shall be executed and become effective on the
date first written above if approved by a vote of the Board of Directors of the
Fund, including an affirmative vote of a majority of the non-interested members
of the Board, cast in person at a meeting called for the purpose of voting on
such approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Directors
of the Fund, including an affirmative vote of the majority of the non-
interested members of the Board cast in person at a meeting called for the
purpose of voting on such approval.
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<PAGE> 10
10.2 This Agreement may not be assigned without the approval of
the Fund.
10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
Attest:/s/Eric E. Miller By:/s/David K. Scheuring
----------------- ---------------------
Eric E. Miller David K. Scheuring
Asst. Secretary President
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
FOR THE INTERNATIONAL
EQUITY SERIES
Attest:/s/Eric E. Miller By:/s/Wayne A. Stork
----------------- -----------------
Eric E. Miller Wayne A. Stork
Asst. Secretary Chairman of the Board
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<PAGE> 11
COMPENSATION SCHEDULE
1. DSC will determine and report to the Fund, at least annually, the
compensation for services to be provided to the Fund for DSC's
forthcoming fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or per transaction, as may be applicable, for
services provided. DSC will bill, and the Fund will pay, such
compensation monthly.
3. For the period commencing April 1, 1991, the charge will consist of
two charges for all the Funds in the Delaware Group except the Premium
Fund and the Delaware Pooled Trust, an annual charge and a per
transaction charge. These are as follows:
A. ANNUAL CHARGE
Daily Dividend Funds $9.90 Per Annum
Other Funds 4.60 Per Annum
Large Retirement Plan 6.00 Per Annum
Automated Account
B. TRANSACTION CHARGE
TRANSACTION CHARGE
1. Dividend Payment $ 0.25
2. New Account 5.75
3. Purchase:
a. Wire 6.00
b. Automated 1.50
c. Other 2.25
4. Transfer 2.25
5. Certificate Issuance 2.00
6. Liquidation:
a. Wire 12.25
b. Draft .50
c. Money Market Regular 2.50
d. Other Regular 6.00
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<PAGE> 12
4. For the period commencing April 1, 1991, DSC's compensation for
providing services to the Delaware Group Premium Fund, Inc. will be
$50,000 annually. DSC will bill, and the Delaware Group Premium Fund,
Inc. ("Fund") will pay, such compensation monthly allocated among the
current Series of the Fund based on the relative percentage of assets
of each Series at the time of billing and adjusted appropriately to
reflect the length of time a particular series is in operation during
any billing period.
5. Beginning with the initial public offering of the Delaware Pooled
Trust, DSC's compensation for providing services to the Delaware
Pooled Trust will be $25,000 annually. DSC will bill, and the Delaware
Pooled Trust will pay, such compensation monthly.
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<PAGE> 1
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
GLOBAL TOTAL RETURN SERIES
SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 25th day of October, 1991 by and
between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. ("Fund"), a Maryland
corporation, for the GLOBAL TOTAL RETURN SERIES ("Series"), and DELAWARE
SERVICE COMPANY, INC. ("DSC"), a Delaware corporation, each having its
principal office and place of business at Ten Penn Center Plaza, Philadelphia,
Pennsylvania 19103.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreement between the Fund on
behalf of the Series and Delaware International Advisers Ltd. provides that the
Fund shall conduct its own business and affairs and shall bear the expenses and
salaries necessary and incidental thereto including, but not in limitation of
the foregoing, the costs incurred in: the maintenance of its corporate
existence; the maintenance of its own books, records and procedures; dealing
with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to stockholders; calling and holding of
stockholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; taxes; and federal and state
registration fees; and
WHEREAS, the Fund and DSC desire to have a written agreement
concerning the performance of the foregoing services and providing compensation
therefor;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for
the Series to provide as agent for the Fund services as Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby
accepts such appointment and agrees to provide the Fund, as its agent, the
services described herein.
<PAGE> 2
1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.
II. DOCUMENTATION
2.1 The Fund represents that it has provided or made available to
DSC (or has given DSC an opportunity to examine) copies of, and, DSC represents
that it has received from the Fund (or is otherwise familiar with), the
following documents:
(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current amendments or
supplements thereto.
(b) The By-Laws of the Fund;
(c) Any resolution or other action of the Fund or the
Board of Directors of the Fund establishing or affecting the rights, privileges
or other status of each class or series of shares of the Fund, including those
relating to the Series, or altering or abolishing each such class or series;
(d) A certified copy of a resolution of the Board of
Directors of the Fund appointing DSC as Shareholder Services Agent for the
Series and authorizing the execution of this Agreement;
(e) The Form of share certificates of the Series in the
form approved by the Board of Directors of the Fund;
(f) A copy of the Fund's currently effective Prospectus
and Statement of Additional Information under the Securities Act of 1933; if
effective;
(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;
(h) Copies of documents relating to Plans of the Fund for
the purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;
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<PAGE> 3
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;
(j) A certified copy of any resolution of the Board of
Directors of the Fund authorizing any person to give instructions to DSC under
this Agreement (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and
(k) Any amendment, revocation or other documents
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents that may
be required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a certified
copy of any resolution of the stockholders or the Board of Directors of the
Fund providing for a dividend, capital gains distribution, distribution of
capital, stock dividend, stock split or other similar action affecting the
authorization or issuance of shares of the Fund or the payment of dividends.
2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock certificates or the books
recording the same, the Fund shall deliver or make available to DSC:
(a) A certified copy of any document authorizing or
effecting such change;
(b) Written instructions from an authorized officer
implementing such change; and
(c) An opinion of counsel to the Fund as to the validity
of such action, if requested by DSC.
2.5 The Fund warrants the following:
(a) The Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and any and all
Series' shares which it issues will be properly registered and lawfully issued
under applicable federal and state laws.
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<PAGE> 4
(b) The provisions of this Agreement do not violate the
terms of any instrument by which the Fund is bound; nor do they violate any law
or regulation of any body having jurisdiction over the Fund or its property.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer
agent under the Securities Exchange Act of 1934 and is duly authorized to
serve, and may lawfully serve as such.
(b) The provisions of this contract do not violate the
terms of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. SHARE CERTIFICATES
3.1 The Fund shall furnish or authorize DSC to obtain, at the
Fund's expense, a sufficient supply of blank stock certificates for the Series,
and from time to time will replenish such supply upon the request of DSC. The
Fund agrees to indemnify and exonerate, save and hold DSC harmless, from and
against any and all claims or demands that may be asserted against DSC
concerning the genuineness of any stock certificate supplied to DSC pursuant to
this Section.
3.2 DSC shall safeguard, and shall account to the Fund, upon its
demand for, all such stock certificates: (a) as issued, showing to whom
issued, or (b) as unissued, establishing the safekeeping, cancellation or
destruction thereof.
3.3 The Fund shall promptly inform DSC in writing of any change in
the officers authorized to sign stock certificates or in the form thereof. If
an officer whose manual or facsimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto,
promptly provide to DSC any approval, adoption or ratification as may be
required by DSC.
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<PAGE> 5
IV. TRANSFER AGENT
4.1 As Transfer Agent for the Series, DSC shall issue, redeem and
transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:
(a) Upon receipt of authority to issue shares, determine
the total shares to be issued and issue such shares by crediting shares to
accounts created and maintained in the registration forms provided; as
applicable, prepare, issue and deliver stock certificates.
(b) Upon proper transfer authorization, transfer shares
by debiting transferor-stockholder accounts and crediting such shares to
accounts created and/or maintained for transferee-stockholders; if applicable,
issue and/or cancel stock certificates.
(c) Upon proper redemption authorization, determine the
total shares redeemed and to be redeemed; determine the total redemption
payments made and to be made; redeem shares by debiting stockholder accounts;
as applicable receive and cancel stock certificates for shares redeemed; and
remit or cause to be remitted the redemption proceeds to stockholders.
(d) Create and maintain accounts; reconcile and control
cash due and paid, shares issued and to be issued, cash remitted and to be
remitted and shares debited and credited to accounts; provide such notices,
instructions or authorizations as the Fund may require.
4.2 DSC shall not be required to issue, transfer or redeem Series'
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Series, DSC shall
disburse and cause to be disbursed to Series' stockholders Series' dividends,
capital gains distributions or any payments from other sources as directed by
the Fund. In connection therewith, but not in limitation thereof, DSC shall:
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<PAGE> 6
(a) Calculate the total disbursement due and payable and
the disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.
(b) Calculate the total disbursements for each
stockholder, as aforesaid, to be disbursed in cash; prepare and mail check
therefor.
(c) Calculate the total disbursement for each
stockholder, as aforesaid, for which Series' shares are to be issued, and
authorized and instruct the issuance of Series' shares therefor in accordance
with Section IV hereof.
(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by the federal or state authority.
(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.
5.2 DSC shall not be required to make any disbursement upon the
receipt of DSC from the Fund, or from any federal or state agency or authority,
written notice that such disbursement shall not be made.
VI. SHAREHOLDER SERVICING AGENT
6.1 As Shareholder Servicing Agent for the Series, DSC shall
provide those services ancillary to but in implementation of the services
provided under Sections I through V hereof, and those generally defined and
accepted as shareholder services. In connection therewith, but not in
limitation thereof, DSC shall:
(a) Except where instructed in writing by the Fund not to
do so, and where in compliance with applicable law, accept orders on behalf of
the Fund; receive and process investments and applications; remit to the Fund
or its custodian payments for shares acquired and to be issued; and direct the
issuance of shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of
stockholders and their agents.
-7-
<PAGE> 7
(c) As instructed by the Fund, prepare and mail
stockholder account information, mail Series stockholder reports and Series
prospectuses.
(d) Prepare and mail proxies and material for Fund
stockholder meetings, receive and process proxies from stockholders, and
deliver such proxies as directed by the Fund.
(e) Administer investment plans offered by the Fund to
investor and Series stockholders, including retirement plans, including
activities not otherwise provided in Section I through V of this Agreement.
VII. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Series stockholders and their
stockholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by the
Fund.
7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or stockholders.
7.3 DSC may request or receive instructions from the Fund and may,
at the Fund's expense, consult with counsel for the Fund or its own counsel
with respect to any matter arising in connection with the performance of its
duties hereunder, and shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or opinions of counsel.
7.4 DSC shall maintain reasonable insurance coverage for errors
and omissions and reasonable bond coverage for fraud.
7.5 Upon notice thereof to the Fund, DSC may employ others to
provide services to DSC in its performance of this Agreement.
-8-
<PAGE> 8
7.6 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to other funds of the
Delaware Group and to others, and may be used to perform other services for the
Fund, the other funds of the Delaware Group and others.
7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the
rules and regulations thereunder. Further, the parties intend that the
processes, procedures, safeguards and controls employed should be those
generally applied and accepted for the type of services provided hereunder by
other institutions providing the same or similar services, and, those which
should provide efficient, safe and economical services so as to promote
promptness and accuracy and to maintain the integrity of the Fund's records.
7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that because DSC has common
ownership and close management ties with the Fund's investment advisor and the
Fund's distributor and serves of other funds of the Delaware Group (DSC having
been originally established to provide the services hereunder for the funds of
the Delaware Group), advantages and benefits to the Fund in the employment of
DSC hereunder can be available which may not generally be available to it from
others providing similar services.
8.2 The Fund and DSC further acknowledge that the compensation by
the Fund to DSC is intended to induce DSC to provide services under this
Agreement of a nature and quality which the Board of Directors of the Fund,
including a majority who are not parties to this Agreement or interested person
of the parties hereto, has determined after due consideration to be necessary
for the conduct of the business of the Fund, in the best interests of the Fund,
the Series and its stockholders.
-9-
<PAGE> 9
8.3 Compensation by the Fund to DSC hereunder shall be determined
in accordance with Schedule A hereto as it shall be amended from time to time
as provided for herein and which is incorporated herein as a part hereof.
8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in 10.1 hereof by the Board of Directors of
the Fund at least annually and may be reviewed and approved more frequently at
the request of either party. The Board may request, and DSC shall provide,
such information as the Board may reasonably require to evaluate the basis of
and approve the compensation.
IX. STANDARD OF CARE
9.1 The Fund acknowledges that DSC shall not be liable for, and in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.
X. CONTRACTUAL STATUS
10.1 This Agreement shall be executed and become effective on the
date first written above if approved by a vote of the Board of Directors of the
Fund, including an affirmative vote of a majority of the non-interested members
of the Board, cast in person at a meeting called for the purpose of voting on
such approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Directors
of the Fund, including an affirmative vote of the majority of the non-
interested members of the Board cast in person at a meeting called for the
purpose of voting such approval.
-10-
<PAGE> 10
10.2 This Agreement may not be assigned without the approval of the
Fund.
10.3 This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
Attest:/s/Eric E. Miller By:/s/David K. Scheuring
------------------------ ------------------------
Eric E. Miller David K. Scheuring
Asst. Secretary President
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
FOR THE GLOBAL TOTAL
RETURN SERIES
Attest:/s/Eric E. Miller By:/s/Wayne A. Stork
------------------------ ------------------------
Eric E. Miller Wayne A. Stork
Asst. Secretary Chairman of the Board
-11-
<PAGE> 11
COMPENSATION SCHEDULE
1. DSC will determine and report to the Fund, at least annually, the
compensation for services to be provided to the Fund for DSC's
forthcoming fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or per transaction, as may be applicable, for
services provided. DSC will bill, and the Fund will pay, such
compensation monthly.
3. For the period commencing April 1, 1991, the charge will consist of
two charges for all the Funds in the Delaware Group except the Premium
Fund and the Delaware Pooled Trust, an annual charge and a per
transaction charge. These are as follows:
<TABLE>
<CAPTION>
A. ANNUAL CHARGE
-------------
<S> <C>
Daily Dividend Funds $9.90 Per Annum
Other Funds $4.60 Per Annum
Large Retirement Plan $6.00 Per Annum
Automated Account
</TABLE>
B. TRANSACTION CHARGE
<TABLE>
<CAPTION>
TRANSACTION CHARGE
----------- ------
<S> <C> <C>
1. Dividend Payment $ 0.25
2. New Account 5.75
3. Purchase:
a. Wire 6.00
b. Automated 1.50
c. Other 2.25
4. Transfer 2.25
5. Certificate Issuance 2.00
6. Liquidation:
a. Wire 12.25
b. Draft .50
c. Money Market Regular 2.50
d. Other Regular 6.00
</TABLE>
-12-
<PAGE> 12
4. For there period commencing April 1, 1991, DSC's compensation for
providing services to the Delaware Group Premium Fund, Inc. will be
$50,000 annually. DSC will bill, and the Delaware Group Premium Fund,
Inc. ("Fund") will pay, such compensation monthly allocated among the
current Series of the Fund based on the relative percentage of assets
of each Series at the time of billing and adjusted appropriately to
reflect the length of time a particular series is in operation during
any billing period.
5. Beginning with the initial public offering of the Delaware Pooled
Trust, DSC's compensation for providing services to the Delaware
Pooled Trust will be $25,000 annually. DSC will bill, and the
Delaware Pooled Trust will pay, such compensation monthly.
-13-
<PAGE> 1
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
GLOBAL INCOME SERIES
SHAREHOLDERS SERVICES AGREEMENT
THIS AGREEMENT, made as of this 25th day of October, 1991 by and
between DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. ("Fund"), a Maryland
corporation, for the GLOBAL INCOME SERIES ("Series"), and DELAWARE SERVICE
COMPANY, INC. ("DSC"), a Delaware corporation, each having its principal office
and place of business at Ten Penn Center Plaza, Philadelphia, Pennsylvania
19103.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreement between the Fund on
behalf of the Series and Delaware International Advisers Ltd. provides that the
Fund shall conduct its own business and affairs and shall bear the expenses and
salaries necessary and incidental thereto including, but not in limitation of
the foregoing, the costs incurred in: the maintenance of its corporate
existences; the maintenance of its own books, records and procedures; dealing
with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to stockholders; calling and holding of
stockholders' meetings; miscellaneous office expenses; brokerage commissions;
legal and accounting fees; taxes; and federal and state registration fees; and
WHEREAS, the Fund and DSC desire to have a written agreement
concerning the performance of the foregoing services and providing compensation
therefor;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for
the Series to provide as agent for the Fund services as Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby
accepts such appointment and agrees to provide the Fund, as its agent, the
services described herein.
<PAGE> 2
1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.
II. DOCUMENTATION
2.1 The Fund represents that it has provided or made available to
DSC (or has given DSC an opportunity to examine) copies of, and, DSC represents
that it has received from the Fund (or is otherwise familiar with), the
following documents:
(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current amendments or
supplements thereto.
(b) The By-Laws of the Fund;
(c) Any resolution or other action of the Fund or the
Board of Directors of the Fund establishing or affecting the rights, privileges
or other status of each class or series of shares of the Fund, including those
relating to the Series, or altering or abolishing each such class or series;
(d) A certified copy of a resolution of the Board of
Directors of the Fund appointing DSC as Shareholder Services Agent for the
Series and authorizing the execution of this Agreement;
(e) The Form of share certificates of the Series in the
form approved by the Board of Directors of the Fund;
(f) A copy of the Fund's currently effective Prospectus
and Statement of Additional Information under the Securities Act of 1933; if
effective;
(g) Copies of all account application forms and other
documents relating to stockholder accounts of the Series;
(h) Copies of documents relating to Plans of the Fund for
the purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;
-3-
<PAGE> 3
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;
(j) A certified copy of any resolution of the Board of
Directors of the Fund authorizing any person to give instructions to DSC under
this Agreement (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and
(k) Any amendment, revocation or other documents
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents that may
be required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a certified
copy of any resolution of the stockholders or the Board of Directors of the
Fund providing for a dividend, capital gains distribution, distribution of
capital, stock dividend, stock split or other similar action affecting the
authorization or issuance of shares of the Fund or the payment of dividends.
2.4 In the case of any recapitalization or other capital
adjustment requiring a change in the form of stock certificate or the books
recording the same, the Fund shall deliver or make available to DSC:
(a) A certified copy of any document authorizing or
effecting such change;
(b) Written instructions from an authorized officer
implementing such change; and
(c) An opinion of counsel to the Fund as to the validity
of such action, if requested by DSC.
2.5 The Fund warrants the following:
(a) The Fund is, or will be, a properly registered
investment company under the Investment Company Act of 1940 and any and all
Series' shares which it issues will be properly registered and lawfully issued
under applicable federal and state laws.
-4-
<PAGE> 4
(b) The provisions of this Agreement do not violate the
terms of any instrument by which the Fund is bound; nor do they violate any law
or regulation of any body having jurisdiction over the Fund or its property.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer
agent under the Securities Exchange Act of 1934 and is duly authorized to
serve, and may lawfully serve as such.
(b) The provisions of this Agreement do not violate the
terms of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. SHARE CERTIFICATES
3.1 The Fund shall furnish or authorize DSC to obtain, at the
Fund's expense, a sufficient supply of blank stock certificates for the Series,
and from time to time will replenish such supply upon the request of DSC. The
Fund agrees to indemnify and exonerate, save and hold DSC harmless, from and
against any and all claims or demands that may be asserted against DSC
concerning the genuineness of any stock certificate supplied to DSC pursuant to
this Section.
3.2 DSC shall safeguard, and shall account to the Fund, upon its
demand for, all such stock certificates: (a) as issued, showing to whom
issued, or (b) as unissued, establishing the safekeeping, cancellation or
destruction thereof.
3.3 The Fund shall promptly inform DSC in writing of any change in
the officers authorized to sign stock certificates or in the form thereof. If
an officer whose manual or facsimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto,
promptly provide to DSC any approval, adoption or ratification as may be
required by DSC.
-5-
<PAGE> 5
IV. TRANSFER AGENT
4.1 As Transfer Agent for the Series, DSC shall issue, redeem and
transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:
(a) Upon receipt of authority to issue shares, determine
the total shares to be issued and issue such shares by crediting shares to
accounts created and maintained in the registration forms provided; as
applicable, prepare, issue and deliver stock certificates.
(b) Upon proper transfer authorization, transfer shares
by debiting transferor-stockholder accounts and crediting such shares to
accounts created and/or maintained for transferee-stockholders; if applicable,
issue and/or cancel stock certificates.
(c) Upon proper redemption authorization, determine the
total shares redeemed and to be redeemed; determine the total redemption
payments made and to be made; redeem shares by debiting stockholder accounts;
as applicable receive and cancel stock certificates for shares redeemed; and
remit or cause to be remitted the redemption proceeds to stockholders.
(d) Create and maintain accounts; reconcile and control
cash due and paid, shares issued and to be issued, cash remitted and to be
remitted and shares debited and credited to accounts; provide such notices,
instructions or authorizations as the Fund may require.
4.2 DSC shall not be required to issue, transfer or redeem Series'
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Series, DSC shall
disburse and cause to be disbursed to Series' stockholders Series' dividends,
capital gains distributions or any payments from other sources as directed by
the Fund. In connection therewith, but not in limitation thereof, DSC shall:
-6-
<PAGE> 6
(a) Calculate the total disbursement due and payable and
the disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.
(b) Calculate the total disbursements for each
stockholder, as aforesaid, to be disbursed in cash; prepare and mail check
therefor.
(c) Calculate the total disbursement for each
stockholder, as aforesaid, for which Series' shares are to be issued, and
authorized and instruct the issuance of Series' shares therefor in accordance
with Section IV hereof.
(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by the federal or state authority.
(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.
5.2 DSC shall not be required to make any disbursement upon the
receipt of DSC from the Fund, or from any federal or state agency or authority,
written notice that such disbursement shall not be made.
VI. SHAREHOLDER SERVICING AGENT
6.1 As Shareholder Servicing Agent for the Series, DSC shall
provide those services ancillary to but in implementation of the services
provided under Sections I through V hereof, and those generally defined and
accepted as shareholder services. In connection therewith, but not in
limitation thereof, DSC shall:
(a) Except where instructed in writing by the Fund not to
do so, and where in compliance with applicable law, accept orders on behalf of
the Fund; receive and process investments and applications; remit to the Fund
or its custodian payments for shares acquired and to be issued; and direct the
issuance of shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of
stockholders and their agents.
-7-
<PAGE> 7
(c) As instructed by the Fund, prepare and mail
stockholder account information, mail Series stockholder reports and Series
prospectuses.
(d) Prepare and mail proxies and material for Fund
stockholder meetings, receive and process proxies from stockholders, and
deliver such proxies as directed by the Fund.
(e) Administer investment plans offered by the Fund to
investor and Series stockholders, including retirement plans, including
activities not otherwise provided in Section I through V of this Agreement.
VII. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Series stockholders and their
stockholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by the
Fund.
7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or stockholders.
7.3 DSC may request or receive instructions from the Fund and may,
at the Fund's expense, consult with counsel for the Fund or its own counsel
with respect to any matter arising in connection with the performance of its
duties hereunder, and shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or opinions of counsel.
7.4 DSC shall maintain reasonable insurance coverage for errors
and omissions and reasonable bond coverage for fraud.
7.5 Upon notice thereof to the Fund, DSC may employ others to
provide services to DSC in its performance of this Agreement.
7.6 Personnel and facilities of DSC used to perform services
hereunder may be used to perform similar services to other funds of the
Delaware Group and to others, and may be used to perform other services for the
Fund, the other funds of the Delaware Group and others.
-8-
<PAGE> 8
7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the
rules and regulations thereunder. Further, the parties intend that the
processes, procedures, safeguards and controls employed should be those
generally applied and accepted for the type of services provided hereunder by
other institutions providing the same or similar services, and those which
should provide efficient, safe and economical services so as to promote
promptness and accuracy and to maintain the integrity of the Fund's records.
7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that because DSC has common
ownership and close management ties with the Fund's investment advisor and the
Fund's distributor and serves the other funds of the Delaware Group (DSC having
been originally established to provide the services hereunder for the funds of
the Delaware Group), advantages and benefits to the Fund in the employment of
DSC hereunder can be available which may not generally be available to it from
others providing similar services.
8.2 The Fund and DSC further acknowledge that the compensation by
the Fund to DSC is intended to induce DSC to provide services under this
Agreement of a nature and quality which the Board of Directors of the Fund,
including a majority who are not parties to this Agreement or interested person
of the parties hereto, has determined after due consideration to be necessary
for the conduct of the business of the Fund, in the best interests of the Fund,
the Series and its stockholders.
8.3 Compensation by the Fund to DSC hereunder shall be determined
in accordance with Schedule A hereto as it shall be amended from time to time
as provided for herein and which is incorporated herein as a part hereof.
-9-
<PAGE> 9
8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in 10.1 hereof by the Board of Directors of
the Fund at least annually and may be reviewed and approved more frequently at
the request of either party. The Board may request, and DSC shall provide,
such information as the Board may reasonably require to evaluate the basis of
and approve the compensation.
IX. STANDARD OF CARE
9.1 The Fund acknowledges that DSC shall not be liable for, and in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim, or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.
X. CONTRACTUAL STATUS
10.1 This Agreement shall be executed and become effective on the
date first written above if approved by a vote of the Board of Directors of the
Fund, including an affirmative vote of a majority of the non-interested members
of the Board, cast in person at a meeting called for the purpose of voting on
such approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Directors
of the Fund, including an affirmative vote of the majority of the non-
interested members of the Board cast in person at a meeting called for the
purpose of voting such approval.
10.2 This Agreement may not be assigned without the approval of the
Fund.
-10-
<PAGE> 10
10.3 This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
Attest:/s/Eric E. Miller By:/s/David K. Scheuring
----------------- ---------------------
Eric E. Miller David K. Scheuring
Asst. Secretary President
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
FOR THE GLOBAL INCOME SERIES
Attest:/s/Eric E. Miller By:/s/Wayne A. Stork
----------------- -----------------
Eric E. Miller Wayne A. Stork
Asst. Secretary Chairman of the Board
-11-
<PAGE> 11
COMPENSATION SCHEDULE
1. DSC will determine and report to the Fund, at least annually, the
compensation for services to be provided to the Fund for DSC's
forthcoming fiscal year or period.
2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or per transaction, as may be applicable, for
services provided. DSC will bill, and the Fund will pay, such
compensation monthly.
3. For the period commencing April 1, 1991, the charge will consist of
two charges for all the Funds in the Delaware Group except the Premium
Fund and the Delaware Pooled Trust, an annual charge and a per
transaction charge. These are as follows:
A. ANNUAL CHARGE
Daily Dividend Funds $9.90 Per Annum
Other Funds $4.60 Per Annum
Large Retirement Plan
Automated Account $6.00 Per Annum
B. TRANSACTION CHARGE
TRANSACTION CHARGE
1. Dividend Payment $ 0.25
2. New Account 5.75
3. Purchase:
a. Wire 6.00
b. Automated 1.50
c. Other 2.25
4. Transfer 2.25
5. Certificate Issuance 2.00
6. Liquidation:
a. Wire 12.25
b. Draft .50
c. Money Market Regular 2.50
d. Other Regular 6.00
-12-
<PAGE> 12
4. For there period commencing April 1, 1991, DSC's compensation for
providing services to the Delaware Group Premium Fund, Inc. will be
$50,000 annually. DSC will bill, and the Delaware Group Premium Fund,
Inc. ("Fund") will pay, such compensation monthly allocated among the
current Series of the Fund based on the relative percentage of assets
of each Series at the time of billing and adjusted appropriately to
reflect the length of time a particular series is in operation during
any billing period.
5. Beginning with the initial public offering of the Delaware Pooled
Trust, DSC's compensation for providing services to the Delaware
Pooled Trust will be $25,000 annually. DSC will bill, and the
Delaware Pooled Trust will pay, such compensation monthly.
-13-
<PAGE> 1
DELAWARE GROUP OF FUNDS
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT, made as of this 19th day of August, 1996 by and
between the registered investment companies in the Delaware Group listed on
Schedule A, which Schedule may be amended from time to time as provided in
Section 8 hereof (each corporation or common law or business trust, hereinafter
referred to as a "Company," and all such entities collectively hereinafter
referred to as, the "Companies"), on behalf of the portfolio(s) of securities
of such Companies listed on Schedule A, which Schedule may be amended from time
to time (when used in this Agreement in the context of a Company that offers
only a single portfolio/series of shares, the term "Portfolio" shall be a
reference to such Company, and when used in the context of a Company that
offers multiple portfolios/series of shares, shall be a reference to each
portfolio/series of such Company) and DELAWARE SERVICE COMPANY, INC. ("DSC"), a
Delaware corporation, having its principal office and place of business at 1818
Market Street, Philadelphia, Pennsylvania 19103.
W I T N E S S E T H:
WHEREAS, the Investment Management Agreements between the Companies
with respect to each Portfolio and either Delaware Management Company, Inc. or
its U.K. affiliate, Delaware
-2-
<PAGE> 2
International Advisers Ltd., provide, in part, that each Portfolio shall
conduct its business and affairs and shall bear the expenses necessary and
incidental thereto including, but not in limitation of the foregoing, the costs
incurred with respect to accounting services; and
WHEREAS, the services to be provided under this agreement previously
were provided by employees of the Companies; and
WHEREAS, the Companies and DSC desire to have a written agreement
concerning the performance of accounting services for each Portfolio and
providing compensation therefor;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
Section 1.1 The Companies hereby appoint DSC the
accounting agent ("Accounting Agent") for all of the classes of each Portfolio,
to provide such accounting services as are set forth herein and DSC hereby
accepts such appointment and agrees to provide the Companies, as their agent,
the services described herein.
Section 1.2 The Companies shall pay DSC and DSC shall
accept, for the services provided hereunder, the compensation provided for in
Section VI hereof. The Companies
-3-
<PAGE> 3
also shall reimburse DSC for expenses incurred or advanced by it for the
Companies in connection with its services hereunder.
II. DOCUMENTATION
Section 2.1 Each Company represents that it has provided
or made available to DSC (or has given DSC an opportunity to examine) copies
of, and, DSC represents that it has received from the Companies (or is
otherwise familiar with), the following documents:
A. The Articles of Incorporation
or Agreement and Declaration of Trust or other document, as relevant,
evidencing each Company's form of organization and any current amendments
thereto;
B. The By-Laws or Procedural
Guidelines of each Company;
C. Any resolution or other action
of each Company or the Board of Directors or Trustees of each Company
establishing or affecting the rights, privileges or other status of any class
of shares of a Portfolio, or altering or abolishing any such class;
D. A certified copy of a
resolution of the Board of Directors or Trustees of each Company appointing DSC
as Accounting Agent for each Portfolio and authorizing the execution of this
Agreement or an amendment to Schedule A of this Agreement;
-4-
<PAGE> 4
E. A copy of each Company's
currently effective prospectus[es] and Statement[s] of Additional Information
under the Securities Act of 1933, if effective;
F. A certified copy of any
resolution of the Board of Directors or Trustees of each Company authorizing
any person to give instructions to DSC under this Agreement (with a specimen
signature of such person if not already provided), setting forth the scope of
such authority; and
G. Any amendment, revocation or
other document altering, adding, qualifying or repealing any document or
authority called for under this Section 2.1.
Section 2.2 Each Company and DSC may consult as to forms
or documents that may be required in performing services hereunder.
Section 2.3 Each Company warrants the following:
A. The Company is, or will be, a
properly registered investment company under the Investment Company Act of 1940
(the "1940 Act") and any and all shares of a Portfolio which it issues will be
properly registered and lawfully issued under applicable federal and state
laws.
B. The provisions of this contract
do not violate the terms of any instrument by which the Company or the Company
on behalf of a Portfolio is bound; nor do they violate any law or regulation of
any body having jurisdiction over the Company or its property.
Section 2.4 DSC warrants the following:
-5-
<PAGE> 5
A. The provisions of this contract
do not violate the terms of any instrument by which DSC is bound; nor do they
violate any law or regulation of any body having jurisdiction over DSC or its
property.
III. SERVICES TO BE PROVIDED BY DSC
Section 3.1 DAILY NET ASSET VALUE ("NAV") CALCULATION.
As Accounting Agent for each Portfolio of the Companies, DSC will perform all
functions necessary to provide daily Portfolio NAV calculations, including:
A. Maintaining each Portfolio's
securities portfolio history by:
1. recording portfolio purchases
and sales;
2. recording corporate actions
and capital changes relating to portfolio securities;
3. accruing interest, dividends
and expenses; and
4. maintaining the income history
for securities purchased by a Portfolio.
B. Determining distributions to
Portfolio shareholders;
C. Recording and reconciling
shareholder activity including:
1. recording subscription,
liquidations and dividend reinvestments;
-6-
<PAGE> 6
2. recording settlements of
shareholder activity; and
3. reconciling Portfolio shares
outstanding to the records maintained by DSC, as transfer agent of the
Portfolio.
D. Valuing a Portfolio's securities
portfolio which includes determining the NAVs for all classes of the Portfolio;
E. Disseminating Portfolio NAVs
and dividends to interested parties (including the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the Investment
Company Institute ("ICI"), Morningstar, and Lipper Analytical Services, Inc.
("Lipper")); and
F. Resolving pricing and/or custody
discrepancies.
Section 3.2 FINANCIAL REPORTING. As Accounting Agent,
DSC shall perform financial reporting services for each Portfolio, which shall
include:
A. The preparation of semi-annual and
annual reports for shareholders which involves the performance of the following
functions:
1. preparing all statements of
net assets, statements of operations and statements of changes in net assets
for the Portfolio;
-7-
<PAGE> 7
2. preparing footnotes to
financial statements for the Portfolio;
3. preparing workpapers for each
Company's annual audit by its independent public accountants; and
4. coordinating the annual audit
by each Company's independent public accountants.
B. Reporting to the ICI in response to
requests for monthly and other periodic information;
C. Performing statistical reporting,
which includes daily, monthly, quarterly and annual reports for Lipper,
Weisenberger and other third party reporting agencies; and
D. Furnishing financial information
for any additional required SEC reporting, such as the preparation of financial
information for each Company's reporting on Form N-SAR, the furnishing of
financial information for each Company's prospectus[es] and statement[s] of
additional information, and the financial information required for each
Company's annual Rule 24f-2 notice filing;
Section 3.3 COMPLIANCE TESTING. DSC will monitor, test
and prepare and maintain supporting schedules which evidence compliance with
the definitional and distribution requirements under the Internal Revenue Code
of 1986, as amended ("IRC"), including the following:
-8-
<PAGE> 8
A. The requirement to be
registered at all times during the taxable year under the 1940 Act (IRC Section
851(a));
B. The annual ninety percent gross
income test (IRC Section 851(b)(2));
C. The short/short (thirty percent)
gross income test (IRC Section 851(b)(3));
D. The quarterly IRC industry
diversification tests (IRC Sections 851(b)(4) and 817(h)); and
E. The 90% distribution requirements
(IRC Section 852(a)).
Section 3.4 OTHER SERVICES. In addition to the above,
DSC, in its capacity as Accounting Agent for the Company, will perform the
following services:
A. The calculation of required
Portfolio monthly yields and total return calculations in accordance with the
prescribed rules of the U.S. Securities and Exchange Commission;
B. Providing the financial information
necessary for the preparation of all federal and state tax returns and
ancillary schedules, including:
1. year-end excise tax distributions;
and
2. compliance with Subchapter M and
Section 4982 of the IRC;
-9-
<PAGE> 9
C. Performing special tax reporting to
shareholders, including the preparation of reports which reflect income earned
by each Portfolio by state, exempt income and distributions that qualify for
the corporate dividends received deduction;
D. The preparation of expense and
budget figures for each Portfolio, including the maintenance of detailed
records pertaining to expense accruals and payments and adjusting reports to
reflect accrual adjustments;
E. The preparation of reports for
Board of Directors' or Trustees' meetings;
F. Coordination of the custody
relationships;
G. Facilitating security settlements;
H. Performance of required foreign
security accounting functions;
I. Performance of daily cash
reconciliations for each Portfolio;
J. Providing identified reports to
portfolio managers including:
1. providing portfolio holdings and
security valuation reports;
2. preparing cash forecasts and
reconciliations as mutually agreed upon; and
3. preparing income projections.
-10-
<PAGE> 10
IV. PERFORMANCE OF DUTIES
Section 4.1 DSC may request or receive instructions from
a Company and may, at a Portfolio's expense, consult with counsel for the
Company or its own counsel, with respect to any matter arising in connection
with the performance of its duties hereunder, and shall not be liable for any
action taken or omitted by it in good faith in accordance with such
instructions or opinions of counsel.
Section 4.2 DSC shall maintain reasonable insurance
coverage for errors and omissions and reasonable bond coverage for fraud.
Section 4.3 Upon notice thereof to a Company, DSC may
employ others to provide services to DSC in its performance of this Agreement.
Section 4.4 Personnel and facilities of DSC used to
perform services hereunder may be used to perform similar services to all
Companies of the Delaware Group and their Portfolios and to others, and may be
used to perform other services for all of the Companies of the Delaware Group
and others.
Section 4.5 The Companies and DSC may, from time to time,
set forth in writing at the Companies' expense certain guidelines to be
applicable to the services hereunder.
-11-
<PAGE> 11
V. ACCOUNTS AND RECORDS
Section 5.1 The parties hereto agree and acknowledge that
the accounts and records maintained by DSC with respect to a Portfolio shall be
the property of such Portfolio, and shall be made available to the relevant
Company promptly upon request and shall be maintained for the periods
prescribed in Rule 31a-2 under the Investment Company Act of 1940 or such
longer period as shall be agreed to by the parties hereto, at such Portfolio's
expense.
VI. COMPENSATION
Section 6.1 The Companies and DSC acknowledge that the
compensation to be paid hereunder to DSC is intended to induce DSC to provide
services under this Agreement of a nature and quality which the Boards of
Directors or Trustees of the Companies, including a majority who are not
parties to this Agreement or interested person of the parties hereto, have
determined after due consideration to be necessary for the conduct of the
business of a Portfolio in the best interests of a Portfolio and its
shareholders.
Section 6.2 Compensation by a Portfolio hereunder shall
be determined in accordance with Schedule B hereto as it shall be amended from
time to time as provided for herein and which is incorporated herein as a part
hereof.
Section 6.3 Compensation as provided in Schedule B shall
be reviewed and approved for each Portfolio in the manner
-12-
<PAGE> 12
set forth in Section 8.1 hereof by the Boards of Directors or Trustees of the
Companies at least annually and may be reviewed and approved more frequently at
the request of either party. The Boards may request and DSC shall provide such
information as the Boards may reasonably require to evaluate the basis of and
approve the compensation.
VII. STANDARD OF CARE
Section 7.1 The Companies on behalf of each Portfolio
acknowledge that DSC shall not be liable for, and in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
performance of its duties under this contract, agree to indemnify DSC against,
any claim or deficiency arising from the performance of DSC's duties hereunder,
including DSC's costs, counsel fees and expenses incurred in investigating or
defending any such claim or any administrative or other proceeding, and
acknowledge that any risk of loss or damage arising from the conduct of a
Portfolio's affairs in accordance herewith or in accordance with guidelines or
instructions given hereunder, shall be borne by the Portfolio. The
indemnification provided for in this Section 7.1 shall be made Portfolio by
Portfolio so that DSC is only entitled to indemnification from a Company on
behalf of a Portfolio for actions arising from the performance of DSC's duties
as to that Portfolio.
-13-
<PAGE> 13
VIII. CONTRACTUAL STATUS
Section 8.1 This Agreement shall be executed and become
effective as to a Company with regard to a Portfolio listed on Schedule A as of
the date first written above if approved by a vote of such Company's Board of
Directors or Trustees, including an affirmative vote of a majority of the
non-interested members of the Board of such Company, cast in person at a
meeting called for the purpose of voting on such approval. It shall continue in
effect for an indeterminate period, and is subject to termination as to a
Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days
notice by either that Company or DSC, unless earlier terminated or amended by
agreement among the parties. A Company shall be permitted to terminate this
Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation
under this Agreement by a Portfolio shall require approval by a majority vote
of the Board of Directors or Trustees of such Portfolio's Company, including an
affirmative vote of the majority of the non-interested members of such Board
cast in person at a meeting called for the purpose of voting such approval.
Section 8.2 This Agreement shall become effective as to
any Company or Portfolio not included on Schedule A as of the date first
written above, but desiring to participate in this Agreement, on such date as
an amended Schedule A adding such new Company or Portfolio to such Schedule is
executed by DSC and such new Company or a Company on behalf of a new Portfolio
following
-14-
<PAGE> 14
approval by the Company or by the Company on behalf of a new Portfolio desiring
to be included in this Agreement in accordance with the method specified in
Section 8.1. Any such amended Schedule A shall not affect the validity of this
Agreement as between DSC and the other Companies which have executed this
Agreement or any subsequent amendment to Schedule A of this Agreement.
Section 8.3 This Agreement may not be assigned by DSC
without the approval of all of the Companies.
Section 8.4 This Agreement shall be governed by the laws
of the Commonwealth of Pennsylvania.
DELAWARE SERVICE COMPANY, INC.
/s/ David K. Downes
By:_____________________________________
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP DELCHESTER HIGH-YIELD
BOND FUND, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
-15-
<PAGE> 15
DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
/s/Wayne A. Stork
By:_____________________________________
Wayne A. Stork
Chairman, President and
Chief Executive Officer
DELAWARE POOLED TRUST, INC.
/s/ Wayne A. Stork
By:_____________________________________
Wayne A. Stork, Chairman
-16-
<PAGE> 16
SCHEDULE A
COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP*
Delaware Group Cash Reserve, Inc.
Delaware Group Decatur Fund, Inc.
Decatur Income Fund
Decatur Total Return Fund
Delaware Group Delaware Fund, Inc.
Delaware Fund
Devon Fund
Delaware Group Tax-Free Fund, Inc.
Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U.S. Government Money Fund
Delaware Group Trend Fund, Inc.
Delaware Group Delchester High-Yield Bond Fund, Inc.
__________________________________
* Except as otherwise noted, all Portfolios included on this
Schedule A are Existing Portfolios for purposes of the compensation
described on Schedule B to that Fund Accounting Agreement between Delaware
Service Company, Inc. and the Delaware Group of Funds dated as of August 19,
1996 ("Agreement"). All Portfolios added to this Schedule A by amendment
executed by a Company on behalf of such Portfolio hereof shall be a New
Portfolio for purposes of Schedule B to the Agreement.
-17-
<PAGE> 17
DMC Tax-Free Income Trust - Pennsylvania
Delaware Group Value Fund, Inc.
Delaware Group Global & International Funds, Inc.
International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)
Delaware Group DelCap Fund, Inc.
Delaware Pooled Trust, Inc.
The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)
Delaware Group Premium Fund, Inc.
Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series
Emerging Growth Series
Global Bond Series (New)
Delaware Group Government Fund, Inc.
-18-
<PAGE> 18
Delaware Group Adviser Funds, Inc.
Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund
Dated as of: August 19, 1996
-19-
<PAGE> 19
SCHEDULE B
COMPENSATION
FEE SCHEDULE FOR THE DELAWARE GROUP OF FUNDS
PART 1 -- FEES FOR EXISTING PORTFOLIOS
Existing Portfolios are those so designated on Schedule A to the Fund
Accounting Agreement between Delaware Service Company, Inc. and the Delaware
Group of Funds dated as of August 19, 1996 ("Agreement").
ANNUAL ASSET BASED FEES
First $10 Billion of Aggregate
Complex Net Assets 2.5 Basis Points
Aggregate Complex Net Assets
over $10 Billion 2.0 Basis Points
Annual asset based fees will be charged at a rate of 2.5 basis points for the
first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net
Assets over $10 Billion will be charged at a rate of 2.0 basis points. These
fees will be charged to a Portfolio on an aggregated pro rated basis.
<TABLE>
<CAPTION>
ANNUAL MINIMUM FEES
-------------------
<S> <C>
Domestic Equity Portfolio $35,000
Domestic Fixed Income Portfolio $45,000
International Series Portfolio $70,000
Per Class of Share Fee $ 4,000
</TABLE>
There is an annual minimum fee that will be charged only if the annual asset
based fee is less than the calculation for the minimum fee. This fee is based
on the type and the number of classes per Portfolio. For an equity Portfolio
$35,000 will be charged; for a fixed income Portfolio $45,000 will be charged,
and for an international Portfolio $70,000 will be charged. For each class of
shares, $4,000 will be charged, such amount to be prorated over a period of
less than a year for any classes added after April 30, 1996. A total of all
minimum fees will be compared to the total asset based fee to determine which
fee is higher and, subsequently, will be used to bill the Companies.
PART 2 -- FEES FOR NEW PORTFOLIOS
For each Portfolio designated as a New Portfolio on Schedule A to the
Agreement, there will be a fee of 2.0 basis points, providing that the Delaware
complex net assets are above $10 Billion (the
<PAGE> 20
rate would be 2.5 basis points if under $10 Billion and then 2.0 basis points
once the net assets cross $10 Billion), or an annual minimum fee calculated in
the manner described above, whichever is higher. This new fee would be added
to the total of Existing Portfolio fees and then pro rated. Fees shall not be
charged for New Portfolios included on Schedule A until such Portfolios shall
have commenced operations.
Dated as of: August 19, 1996
-21-
<PAGE> 1
AMENDMENT NO. 1 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Cash Reserve, Inc.
Delaware Group Decatur Fund, Inc.
Decatur Income Fund
Decatur Total Return Fund
Delaware Group Delaware Fund, Inc.
Delaware Fund
Devon Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group Tax-Free Fund, Inc.
Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U.S. Government Money Fund
Delaware Group Trend Fund, Inc.
Delaware Group Income Funds, Inc.
Delchester Fund
Strategic Income Fund (New)
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule
B to that Fund Accounting Agreement between Delaware Service Company, Inc. and
the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on
behalf of such Portfolio hereof shall be a New Portfolio for purposes of
Schedule B to the Agreement. DMC Tax-Free Income Trust - Pennsylvania
<PAGE> 2
Delaware Group Value Fund, Inc.
Delaware Group Global & International Funds, Inc.
International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)
Delaware Group DelCap Fund, Inc.
Delaware Pooled Trust, Inc.
The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)
Delaware Group Premium Fund, Inc.
Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series
Emerging Growth Series
Global Bond Series (New)
Delaware Group Government Fund, Inc.
-3-
<PAGE> 3
Delaware Group Adviser Funds, Inc.
Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund
Dated as of: September 30, 1996
DELAWARE SERVICE COMPANY, INC.
By:/s/ David K. Downes
-----------------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND,INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
By:/s/ Wayne A. Stork
--------------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer
DELAWARE POOLED TRUST, INC.
-4-
<PAGE> 4
By:/s/Wayne A. Stork
--------------------------------------
Wayne A. Stork
Chairman
-5-
<PAGE> 1
EXHIBIT 99.B11
Consent of Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses for the A Class, B Class, and C Class and for
the Institutional Class of the International Equity Series, Global Bond Series,
and Global Assets Series and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 14 to the Registration Statement (Form N-1A) (No.
33-41034) of Delaware Group Global & International Funds, Inc. of our report
dated January 12, 1996, included in the 1995 Annual Report to Shareholders of
Delaware Group Global & International Funds, Inc.
/s/Ernst & Young LLP
---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
November 26, 1996
<PAGE> 1
DELAWARE GROUP GLOBAL INTERNATIONAL EQUITY
TOTAL RETURN PERFORMANCE
SIX MONTHS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.19
Initial Shares 82.034
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 82.034 $0.365 2.436 84.470
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 84.470
Ending NAV x $13.24
----------
Investment Return $1,118.38
Total Return Performance
- ------------------------
Investment Return $1,118.38
Less Initial Investment $1,000.00
----------
$118.38 /$1,000.00 x 100
Total Return: 11.84%
</TABLE>
<PAGE> 2
DELAWARE GROUP GLOBAL INTERNATIONAL EQUITY FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.71
Initial Shares 78.660
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------
<S> <C> <C> <C> <C>
1996 78.660 $0.020 0.147 78.807
- --------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 78.807
Ending NAV x $13.17
----------
$1,037.89
Less CDSC $10.09
----------
Investment Return $1,027.80
Total Return Performance
- ------------------------
Investment Return $1,027.80
Less Initial Investment $1,000.00
----------
$27.80 /$1,000.00 x 100
Total Return: 2.78%
</TABLE>
<PAGE> 3
DELAWARE GROUP GLOBAL INTERNATIONAL EQUITY FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.71
Initial Shares 78.678
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -----------------------------------------------------
<S> <C> <C> <C> <C>
1996 78.678 $0.020 0.129 78.807
- -----------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 78.807
Ending NAV $13.17
----------
Investment Return $1,037.88
Total Return Performance
- ------------------------
Investment Return $1,037.88
Less Initial Investment $1,000.00
----------
$37.88 $1,000.00 x 100
Total Return: 3.78%
</TABLE>
<PAGE> 4
DELAWARE GROUP GLOBAL INTERNATIONAL EQUITY FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.24
Initial Shares 81.699
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
1996 81.699 $0.385 2.567 84.266
- -----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 84.266
Ending NAV x $13.17
-----------
$1,109.78
Less CDSC $10.00
-----------
Investment Return $1,099.78
Total Return Performance
- ------------------------
Investment Return $1,099.78
Less Initial Investment $1,000.00
-----------
$99.78 / $1,000.00 x 100
Total Return: 9.98%
</TABLE>
<PAGE> 5
DELAWARE GROUP GLOBAL INTERNATIONAL EQUITY FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.24
Initial Shares 81.699
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
<S> <C> <C> <C> <C>
1996 81.699 $0.385 2.567 84.266
- -------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 84.266
Ending NAV x $13.17
-----------
Investment Return $1,109.78
Total Return Performance
- ------------------------
Investment Return $1,109.78
Less Initial Investment $1,000.00
-----------
$109.78 /$1,000.00 x 100
Total Return: 10.98%
</TABLE>
<PAGE> 6
DELAWARE GROUP GLOBAL ASSETS FUND A
TOTAL RETURN PERFORMANCE
SIX MONTHS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.19
Initial Shares 82.034
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
1996 82.034 $0.160 1.060 83.094
- -----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 83.094
Ending NAV x $12.76
----------
Investment Return $1,060.28
Total Return Performance
- ------------------------
Investment Return $1,060.28
Less Initial Investment $1,000.00
----------
$60.28 /$1,000.00 x 100
Total Return: 6.03%
</TABLE>
<PAGE> 7
DELAWARE GROUP GLOBAL ASSETS FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.03
Initial Shares 83.126
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 83.126 $0.060 0.415 83.541
- --------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 83.541
Ending NAV x $12.22
----------
$1,020.87
Less CDSC $10.00
----------
Investment Return $1,010.87
Total Return Performance
- ------------------------
Investment Return $1,010.87
Less Initial Investment $1,000.00
----------
$10.87 /$1,000.00 x 100
Total Return: 1.09%
</TABLE>
<PAGE> 8
DELAWARE GROUP GLOBAL ASSETS FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.03
Initial Shares 83.126
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
<S> <C> <C> <C> <C>
1996 83.126 $0.060 0.415 83.541
- -------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 83.541
Ending NAV $12.22
----------
Investment Return $1,020.87
Total Return Performance
- ------------------------
Investment Return $1,020.87
Less Initial Investment $1,000.00
----------
$20.87 $1,000.00 x 100
Total Return: 2.09%
</TABLE>
<PAGE> 9
DELAWARE GROUP GLOBAL ASSETS FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $11.94
Initial Shares 83.752
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 83.752 $0.500 3.578 87.330
- -------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 87.330
Ending NAV x $12.22
-----------
$1,067.17
Less CDSC $10.00
-----------
Investment Return $1,057.17
Total Return Performance
- ------------------------
Investment Return $1,057.17
Less Initial Investment $1,000.00
-----------
$57.17 / $1,000.00 x 100
Total Return: 5.72%
</TABLE>
<PAGE> 10
DELAWARE GROUP GLOBAL ASSETS FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $11.94
Initial Shares 83.752
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------
<S> <C> <C> <C> <C>
1996 83.752 $0.500 3.578 87.330
- --------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 87.330
Ending NAV x $12.22
-----------
Investment Return $1,067.17
Total Return Performance
- ------------------------
Investment Return $1,067.17
Less Initial Investment $1,000.00
-----------
$67.17 /$1,000.00 x 100
Total Return: 6.72%
</TABLE>
<PAGE> 11
DELAWARE GROUP GLOBAL BOND FUND A
TOTAL RETURN PERFORMANCE
SIX MONTHS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.68
Initial Shares 93.633
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------
<S> <C> <C> <C> <C>
1996 93.633 $0.360 3.125 96.758
- ----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 96.758
Ending NAV x $11.31
----------
Investment Return $1,094.33
Total Return Performance
- ------------------------
Investment Return $1,094.33
Less Initial Investment $1,000.00
----------
$94.33 /$1,000.00 x 100
Total Return: 9.43%
</TABLE>
<PAGE> 12
DELAWARE GROUP GLOBAL ASSETS FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $12.03
Initial Shares 83.126
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 83.126 $0.162 11.497 94.623
- -------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 94.623
Ending NAV x $10.62
----------
$1,004.90
Less CDSC $9.90
----------
Investment Return $995.00
Total Return Performance
- ------------------------
Investment Return $995.00
Less Initial Investment $1,000.00
----------
($5.00)/$1,000.00 x 100
Total Return: -0.50%
</TABLE>
<PAGE> 13
DELAWARE GROUP GLOBAL ASSETS FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.73
Initial Shares 93.197
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------
<S> <C> <C> <C> <C>
1996 93.197 $0.162 1.426 94.623
- ------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 94.623
Ending NAV $10.62
----------
Investment Return $1,004.90
Total Return Performance
- ------------------------
Investment Return $1,004.90
Less Initial Investment $1,000.00
----------
$4.90 $1,000.00 x 100
Total Return: 0.49%
</TABLE>
<PAGE> 14
DELAWARE GROUP GLOBAL ASSETS FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $11.33
Initial Shares 88.261
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------
<S> <C> <C> <C> <C>
1995 88.261 $0.054 0.424 88.685
- ----------------------------------------------------------
1996 88.685 $0.875 7.367 96.052
- ----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 96.052
Ending NAV x $10.62
-----------
$1,020.07
Less CDSC $9.37
-----------
Investment Return $1,010.70
Total Return Performance
- ------------------------
Investment Return $1,010.70
Less Initial Investment $1,000.00
-----------
$10.70 / $1,000.00 x 100
Total Return: 1.07%
</TABLE>
<PAGE> 15
DELAWARE GROUP GLOBAL ASSETS FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $11.33
Initial Shares 88.261
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------
<S> <C> <C> <C> <C>
1995 88.261 $0.054 0.424 88.685
- ------------------------------------------------------
1996 88.685 $0.875 7.367 96.052
- ------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 96.052
Ending NAV x $10.62
-----------
Investment Return $1,020.07
Total Return Performance
- ------------------------
Investment Return $1,020.07
Less Initial Investment $1,000.00
-----------
$20.07 /$1,000.00 x 100
Total Return: 2.01%
</TABLE>
<PAGE> 16
DELAWARE GROUP GLOBAL EMERGING MARKETS FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.10
Initial Shares 99.010
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
1996 99.010 $0.000 0.000 99.010
- -----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 99.010
Ending NAV x $9.88
----------
Investment Return $978.22
Total Return Performance
- ------------------------
Investment Return $978.22
Less Initial Investment $1,000.00
----------
($21.78)/$1,000.00 x 100
Total Return: -2.18%
</TABLE>
<PAGE> 17
DELAWARE GROUP GLOBAL EMERGING MARKETS FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.50
Initial Shares 95.238
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -----------------------------------------------------
<S> <C> <C> <C> <C>
1996 95.238 $0.000 0.000 95.238
- -----------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 95.238
Ending NAV $9.88
------------
Investment Return $940.95
Total Return Performance
- ------------------------
Investment Return $940.95
Less Initial Investment $1,000.00
------------
($59.05)/1000 x 100
Total Return: 5.91%
</TABLE>
<PAGE> 18
DELAWARE GROUP EMERGING MARKETS FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $9.61
Initial Shares 104.058
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 104.058 $0.000 0.000 104.058
- ------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 104.058
Ending NAV x 9.86
-----------
$1,026.01
Less CDSC $40.00
-----------
Investment Return $986.01
Total Return Performance
- ------------------------
Investment Return $986.01
Less Initial Investment $1,000.00
-----------
($13.99)/$1,000.00 x 100
Total Return: -1.40%
</TABLE>
<PAGE> 19
DELAWARE GROUP EMERGING MARKETS FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $9.61
Initial Shares 104.058
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
<S> <C> <C> <C> <C>
1996 104.058 $0.000 0.000 104.058
- -------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 104.058
Ending NAV $9.86
------------
Investment Return $1,026.01
Total Return Performance
- ------------------------
Investment Return $1,026.01
Less Initial Investment $1,000.00
------------
$26.01 /$1,000.00 x 100
Total Return: 2.60%
</TABLE>
<PAGE> 20
DELAWARE GROUP EMERGING MARKETS FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------
<S> <C> <C> <C> <C>
1996 100.000 $0.000 0.000 100.000
- ----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares $100.00
Ending NAV x $9.86
-----------
$986.00
Less CDSC $39.44
-----------
Investment Return $946.56
Total Return Performance
- ------------------------
Investment Return $946.56
Less Initial Investment $1,000.00
-----------
($53.44)/ $1,000.00 x 100
Total Return: -5.34%
</TABLE>
<PAGE> 21
DELAWARE GLOBAL EMERGING MARKETS FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
<S> <C> <C> <C> <C>
1996 100.000 $0.000 0.000 100.000
- -------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 100.000
Ending NAV x $9.86
-----------
Investment Return $986.00
Total Return Performance
- ------------------------
Investment Return $986.00
Less Initial Investment $1,000.00
-----------
($14.00)/$1,000.00 x 100
Total Return: -1.40%
</TABLE>
<PAGE> 22
DELAWARE GROUP GLOBAL EMERGING MARKETS FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $9.61
Initial Shares 104.058
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------
<S> <C> <C> <C> <C>
1996 104.058 $0.000 0.000 104.058
- ----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 104.058
Ending NAV x $9.86
----------
$1,026.01
Less CDSC $10.00
----------
Investment Return $1,016.01
Total Return Performance
- ------------------------
Investment Return $1,016.01
Less Initial Investment $1,000.00
----------
$16.01 /$1,000.00 x 100
Total Return: 1.60%
</TABLE>
<PAGE> 23
DELAWARE GROUP GLOBAL EMERGING MARKETS FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $9.61
Initial Shares 104.058
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------
<S> <C> <C> <C> <C>
1996 104.058 $0.000 0.000 104.058
- ----------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 104.058
Ending NAV $9.86
----------
Investment Return $1,026.01
Total Return Performance
- ------------------------
Investment Return $1,026.01
Less Initial Investment $1,000.00
----------
$26.01 /$1,000.00 x 100
Total Return: 2.60%
</TABLE>
<PAGE> 24
DELAWARE GROUP GLOBAL EMERGING MARKETS FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------
<S> <C> <C> <C> <C>
1996 100.000 $0.000 0.000 100.000
- ----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 100.000
Ending NAV x $9.86
-----------
$986.00
Less CDSC $9.86
-----------
Investment Return $976.14
Total Return Performance
- ------------------------
Investment Return $976.14
Less Initial Investment $1,000.00
-----------
($23.86)/ $1,000.00 x 100
Total Return: -2.39%
</TABLE>
<PAGE> 25
DELAWARE GROUP GLOBAL EMERGING MARKETS FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
</TABLE>
<TABLE>
<CAPTION>
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
<S> <C> <C> <C> <C>
1996 100.000 $0.000 0.000 100.000
- -------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 100.000
Ending NAV x $9.86
-----------
Investment Return $986.00
Total Return Performance
- ------------------------
Investment Return $986.00
Less Initial Investment $1,000.00
-----------
($14.00)/$1,000.00 x 100
Total Return: -1.40%
</TABLE>
<PAGE> 26
DELAWARE GROUP EMERGING MARKETS FUND INSTITUTIONAL
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $9.63
Initial Shares 103.842
</TABLE>
<TABLE>
<Caption
FISCAL BEGINNING DIVIDENDS REINVESTED CUMULATIVE
YEAR SHARES FOR PERIOD SHARES SHARES
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
1996 103.842 $0.000 0.000 103.842
- -----------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 103.842
Ending NAV x $9.90
----------
Investment Return $1,028.04
Total Return Performance
- ------------------------
Investment Return $1,028.04
Less Initial Investment $1,000.00
----------
$28.04 /$1,000.00 x 100
Total Return: 2.80%
</TABLE>
<PAGE> 27
DELAWARE GROUP EMERGING MARKETS FUND INSTITUTIONAL
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Initial Investment $1,000.00
Beginning OFFER $10.00
Initial Shares 100.000
</TABLE>
<TABLE>
<CAPTION>
FISCAL BEGINNING DIVIDENDS REINVESTED CUMULATIVE
YEAR SHARES FOR PERIOD SHARES SHARES
- ---------------------------------------------------------
<S> <C> <C> <C> <C>
1996 100.000 $0.000 0.000 100.000
- ---------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Ending Shares 100.000
Ending NAV $9.90
-----------
Investment Return $990.00
Total Return Performance
- ------------------------
Investment Return $990.00
Less Initial Investment $1,000.00
-----------
($10.00)/$1,000.00 x 100
Total Return: -1.00%
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 011
<NAME> GLOBAL & INTERNATIONAL FUNDS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 93,638,854
<INVESTMENTS-AT-VALUE> 105,239,161
<RECEIVABLES> 779,100
<ASSETS-OTHER> 2,248,119
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 108,266,380
<PAYABLE-FOR-SECURITIES> 542,418
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 421,801
<TOTAL-LIABILITIES> 964,219
<SENIOR-EQUITY> 81,013
<PAID-IN-CAPITAL-COMMON> 94,315,357
<SHARES-COMMON-STOCK> 5,725,340
<SHARES-COMMON-PRIOR> 5,107,965
<ACCUMULATED-NII-CURRENT> 2,073,125
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (370,933)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,203,599
<NET-ASSETS> 75,796,166
<DIVIDEND-INCOME> 1,252,882
<INTEREST-INCOME> 246,109
<OTHER-INCOME> 0
<EXPENSES-NET> 862,131
<NET-INVESTMENT-INCOME> 636,862
<REALIZED-GAINS-CURRENT> 1,534,419
<APPREC-INCREASE-CURRENT> 7,776,128
<NET-CHANGE-FROM-OPS> 9,947,409
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,145,557
<DISTRIBUTIONS-OF-GAINS> 745,105
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,580,513
<NUMBER-OF-SHARES-REDEEMED> 1,107,412
<SHARES-REINVESTED> 144,274
<NET-CHANGE-IN-ASSETS> 29,915,211
<ACCUMULATED-NII-PRIOR> 1,004,623
<ACCUMULATED-GAINS-PRIOR> 928,156
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 353,118
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 927,427
<AVERAGE-NET-ASSETS> 71,075,322
<PER-SHARE-NAV-BEGIN> 12.190
<PER-SHARE-NII> 0.439
<PER-SHARE-GAIN-APPREC> 0.976
<PER-SHARE-DIVIDEND> 0.220
<PER-SHARE-DISTRIBUTIONS> 0.145
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 13.240
<EXPENSE-RATIO> 1.850
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 012
<NAME> INTERNATIONAL EQUITY FUND B CLASS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 93,638,854
<INVESTMENTS-AT-VALUE> 105,239,161
<RECEIVABLES> 779,100
<ASSETS-OTHER> 2,248,119
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 108,266,380
<PAYABLE-FOR-SECURITIES> 542,418
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 421,801
<TOTAL-LIABILITIES> 964,219
<SENIOR-EQUITY> 81,013
<PAID-IN-CAPITAL-COMMON> 94,315,357
<SHARES-COMMON-STOCK> 483,124
<SHARES-COMMON-PRIOR> 286,237
<ACCUMULATED-NII-CURRENT> 2,073,125
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (370,933)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,203,599
<NET-ASSETS> 3,470,671
<DIVIDEND-INCOME> 1,252,882
<INTEREST-INCOME> 246,109
<OTHER-INCOME> 0
<EXPENSES-NET> 862,131
<NET-INVESTMENT-INCOME> 636,862
<REALIZED-GAINS-CURRENT> 1,534,419
<APPREC-INCREASE-CURRENT> 7,776,128
<NET-CHANGE-FROM-OPS> 9,947,409
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 51,353
<DISTRIBUTIONS-OF-GAINS> 44,633
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 208,693
<NUMBER-OF-SHARES-REDEEMED> 19,168
<SHARES-REINVESTED> 7,362
<NET-CHANGE-IN-ASSETS> 29,915,211
<ACCUMULATED-NII-PRIOR> 1,004,623
<ACCUMULATED-GAINS-PRIOR> 928,156
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 353,118
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 927,427
<AVERAGE-NET-ASSETS> 4,947,713
<PER-SHARE-NAV-BEGIN> 12.130
<PER-SHARE-NII> 0.395
<PER-SHARE-GAIN-APPREC> 0.970
<PER-SHARE-DIVIDEND> 0.160
<PER-SHARE-DISTRIBUTIONS> 0.145
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 13.190
<EXPENSE-RATIO> 2.550
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 013
<NAME> INTERNATIONAL EQUITY FUND C CLASS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 93,638,854
<INVESTMENTS-AT-VALUE> 105,239,161
<RECEIVABLES> 779,100
<ASSETS-OTHER> 2,248,119
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 108,266,380
<PAYABLE-FOR-SECURITIES> 542,418
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 421,801
<TOTAL-LIABILITIES> 964,219
<SENIOR-EQUITY> 81,013
<PAID-IN-CAPITAL-COMMON> 94,315,357
<SHARES-COMMON-STOCK> 42,184
<SHARES-COMMON-PRIOR> 413
<ACCUMULATED-NII-CURRENT> 2,073,125
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (370,933)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,203,599
<NET-ASSETS> 555,737
<DIVIDEND-INCOME> 1,252,882
<INTEREST-INCOME> 246,109
<OTHER-INCOME> 0
<EXPENSES-NET> 862,131
<NET-INVESTMENT-INCOME> 636,862
<REALIZED-GAINS-CURRENT> 1,534,419
<APPREC-INCREASE-CURRENT> 7,776,128
<NET-CHANGE-FROM-OPS> 9,947,409
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 867
<DISTRIBUTIONS-OF-GAINS> 178
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 42,281
<NUMBER-OF-SHARES-REDEEMED> 590
<SHARES-REINVESTED> 80
<NET-CHANGE-IN-ASSETS> 29,915,211
<ACCUMULATED-NII-PRIOR> 1,004,623
<ACCUMULATED-GAINS-PRIOR> 928,156
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 353,118
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 927,427
<AVERAGE-NET-ASSETS> 236,070
<PER-SHARE-NAV-BEGIN> 12.190
<PER-SHARE-NII> 0.450
<PER-SHARE-GAIN-APPREC> 0.915
<PER-SHARE-DIVIDEND> 0.240
<PER-SHARE-DISTRIBUTIONS> 0.145
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 13.170
<EXPENSE-RATIO> 2.550
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 014
<NAME> INTERNATIONAL EQUITY FUND INSTITUTIONAL CLASS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 93,638,854
<INVESTMENTS-AT-VALUE> 105,239,161
<RECEIVABLES> 779,100
<ASSETS-OTHER> 2,248,119
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 108,266,380
<PAYABLE-FOR-SECURITIES> 542,418
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<NAME> GLOBAL BOND FUND A CLASS
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<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
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<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 023
<NAME> GLOBAL BOND FUND C CLASS
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<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 024
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<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 031
<NAME> GLOBAL ASSETS FUND A CLASS
<S> <C>
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<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 032
<NAME> GLOBAL ASSET FUND B CLASS
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<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 033
<NAME> GLOBAL ASSETS FUND C CLASS
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<TABLE> <S> <C>
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<CIK> 0000875610
<NAME> DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
<SERIES>
<NUMBER> 034
<NAME> GLOBAL ASSETS FUND INSTITUTIONAL CLASS
<S> <C>
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<NAME> EMERGING MARKETS FUND C CLASS
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