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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
DELAWARE GROUP ADVISER FUNDS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DELAWARE GROUP ADVISER FUNDS, INC.
Overseas Equity Fund (Formerly World Growth Fund)
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PROXY STATEMENT
Notice of Special Meeting of Shareholders
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NOVEMBER 18, 1997
DELAWARE
GROUP
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DELAWARE GROUP
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1818 Market Street, Philadelphia, Pennsylvania 19103
PROXY STATEMENT AND NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON NOVEMBER 18, 1997
AT THE UNION LEAGUE OF PHILADELPHIA
140 SOUTH BROAD STREET, PHILADELPHIA, PA 19102
To the Shareholders of Overseas Equity Fund (formerly World Growth Fund) of
Delaware Group Adviser Funds, Inc.:
This is your official notice that a Special Meeting (the "Meeting") of
Shareholders of Overseas Equity Fund series (formerly World Growth Fund) (the
"Fund") of Delaware Group Adviser Funds, Inc. (the "Company") will be held at
the Union League of Philadelphia, 140 South Broad Street, Philadelphia,
Pennsylvania, 19102, on Tuesday, November 18, 1997, at 10:00 a.m. This Proxy
Statement and the enclosed proxy card are expected to be mailed to
shareholders on or about October 8, 1997.
You are cordially invited, and urged, to attend the Meeting. Whether or not
you will be able to attend the Meeting, you are urged to sign and mail the
accompanying proxy card.
The purposes of the Meeting are as follows:
1. To approve or disapprove the sub-advisory agreement on
behalf of the Fund between Delaware Management Company, Inc.
and Delaware International Advisers Ltd.
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Please note that the proxy card provides a space on which you may vote to
approve or disapprove the sub-advisory agreement.
PROXIES THAT ARE PROPERLY EXECUTED BUT NOT OTHERWISE MARKED WILL BE VOTED
"FOR" THE APPROVAL OF THE SUB-ADVISORY AGREEMENT.
The Board of Directors of the Company has designated September 25, 1997 as the
record date for shareholders entitled to vote at the Meeting. You may cast one
vote for each full share and a fractional vote for each fractional share that
you held at the close of business on that day.
Your proxy is revocable by you at any time by notifying the Company in writing
or by signing another proxy card. Signing a proxy card will not affect your
right to attend the Meeting and vote your shares in person or to give a later
proxy. Shareholders whose shares are held of record by their broker-dealers who
wish to vote in person at the Meeting should obtain a Legal Proxy from their
broker-dealer to present to the Inspector of Elections at the Meeting.
/s/Wayne A. Stork
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Wayne A. Stork
Chairman
October 8, 1997
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PROXY STATEMENT
DELAWARE GROUP ADVISER FUNDS, INC.
Overseas Equity Fund (formerly World Growth Fund)
The Board of Directors of Delaware Group Adviser Funds, Inc. (the
"Company"), on behalf of the Overseas Equity Fund series (formerly World
Growth Fund) (the "Fund") is soliciting your proxy to be voted at a Special
Meeting of Shareholders (the "Meeting") to be held on Tuesday, November 18,
1997, at the Union League of Philadelphia, 140 South Broad Street,
Philadelphia, Pennsylvania, 19102, at 10:00 a.m., or to be voted at any
adjournments of the Meeting. Whether or not you intend to be present at the
Meeting, the Board of Directors urges you to sign and return the proxy card
which accompanies this Proxy Statement.
Signing a proxy card does not affect your right to attend the Meeting
and vote your shares in person, or your right to revoke this proxy or to sign
a later proxy. Your proxy will help assure the presence of a quorum, however,
and may help avoid the additional expense of a further proxy solicitation.
Proxies will be voted in accordance with the instructions you give on the
proxy card. If you properly sign the proxy card but do not give any
instructions, your proxy will be voted "FOR" the proposal. The persons
designated to vote your proxy are authorized to vote in their discretion on
any other matters which may properly be acted upon at this Meeting or any
adjournments of the Meeting. Under Maryland law and the Company's Charter and
By-Laws, abstentions and broker non-votes (i.e., shares held in nominee name
by brokers which are not voted because of lack of instructions from beneficial
owners on non-discretionary voting matters) will be considered to be present
at the Meeting for purposes of determining a quorum. Abstentions and broker
non-votes have the same effect as votes "against" the proposal which requires
a majority votes present at the Meeting for passage.
This solicitation is being made largely by mail on behalf of the
Board of Directors of the Company, but may also be made by officers or
employees of the Company and may include telephonic, telegraphic or personal
interviews. The cost of the solicitation is being borne by Delaware Management
Company, Inc., the Fund's investment adviser (the "Manager"). The Manager may
reimburse banks, brokers or dealers for their reasonable expenses in
forwarding soliciting materials to beneficial owners of the Fund's shares.
This Proxy Statement and the accompanying proxy card are expected to be mailed
to shareholders on or about October 8, 1997.
Your proxy is revocable by you at any time by notifying the Company
in writing at its principal executive office at 1818 Market Street,
Philadelphia, PA 19103. Shareholders retain the right to attend the Meeting
and to vote their shares in person. Shareholders whose shares are held of
record by their broker-dealers who wish to vote in person at the Meeting
should obtain a Legal Proxy from their broker-dealer to present to the
Inspector of Elections at the Meeting. Shareholders of record at the close of
business on September 25, 1997 will be entitled to cast one vote for each full
share then held and a fractional vote for each fractional share then held. As
of that date, each class of the Overseas Equity Fund had the following shares
outstanding: Overseas Equity Fund A Class - 00,000,000; Overseas Equity Fund B
Class - 00,000,000; Overseas Equity Fund C Class - 00,000,000; and Overseas
Equity Fund Institutional Class - 00,000,000.
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PROPOSAL: DELAWARE INTERNATIONAL SUB-ADVISORY AGREEMENT
Introduction
At the Meeting, shareholders of the Fund will be asked to approve or
disapprove a new sub-advisory agreement (the "New Sub-Advisory Agreement") on
behalf of the Fund between the Manager and Delaware International Advisers
Ltd. ("Delaware International").
At a meeting held on July 17, 1997, the Board of Directors of the
Company, in order to enhance the portfolio diversification opportunities
available to shareholders of the Fund, approved an increase in the portion of
the Fund's assets that can be invested in securities of emerging market
issuers from 20% to 40%, effective September 15, 1997. To better reflect this
change in investment policy, the Board also approved a change in the Fund's
name from "World Growth Fund" to "Overseas Equity Fund." The Board determined
that the Fund's sub-adviser, Walter Scott & Partners Limited ("Walter Scott"),
was comparatively inexperienced in managing emerging market securities,
whereas Delaware International, an affiliate of the Manager, possessed
significant experience in this area. After careful deliberation, as described
below, the Board approved a transfer of sub-advisory responsibilities from
Walter Scott to Delaware International effective September 15, 1997, in order
to more effectively implement the change in the Fund's investment policy.
The Board further concluded that the New Sub-Advisory Agreement would
benefit the Fund and its shareholders by offering the potential for improved,
more cost-effective sub-advisory services. The Board of Directors, including
those directors who are not a party to the New Sub-Advisory Agreement nor are
interested persons of any such party (the "Independent Directors"),
unanimously approved the New Sub-Advisory Agreement and recommended its
submission for approval to the shareholders of the Fund.
At the same meeting, the Board of Directors approved an amendment to
the investment management agreement between the Manager and the Company on
behalf of the Fund (the "Investment Management Agreement") decreasing the
annual advisory fee from 1.10% to 1.00% of the Fund's average daily net
assets. Under interpretations of the staff of the U.S. Securities and Exchange
Commission, a reduction in advisory fees may be effected upon approval of the
board of directors of an investment company, including a majority of the
independent directors, without a shareholder vote, provided there is no
proposed modification or reduction to the services the adviser is providing to
the Fund. Because there is no change in the services provided by the Manager
of the Fund, the amended Investment Management Agreement with the reduced
advisory fee is not being submitted to shareholders for approval.
The Investment Management Agreement authorizes the Manager, at its
own expense, to enter into sub-advisory agreements to obtain the investment
advisory services for which it has ultimate responsibility for the Fund. The
Manager is permitted to terminate any sub-adviser in its sole discretion and
continues to bear responsibility for the services provided by any such
sub-adviser. Under the Investment Company Act of 1940, as amended (the "1940
Act"), a sub-adviser also may be terminated by the Company's Board or the
Fund's shareholders.
Under the provisions of the sub-advisory agreement with Walter Scott
(the "Prior Sub-Advisory Agreement"), the Manager or the Board of Directors
can terminate the agreement upon 60 days' notice. Accordingly, at its meeting
on July 19, 1997, the Board approved the replacement of Walter Scott, and the
Manager gave Walter Scott notice of termination, effective September 15, 1997.
Walter Scott consented to the shortened notice period. On September 15, 1997,
Delaware International assumed the sub-advisory duties for the Fund under the
New Sub-Advisory Agreement. Such an assumption of advisory services by
Delaware International without advance shareholder approval is permissible
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pursuant to Rule 15a-4 under the 1940 Act. That Rule permits a person to act
as investment adviser (or sub-adviser) under a contract that has not been
approved by shareholders for 120 days after termination as long as the Board
of Directors has approved the contract and the compensation to be received
under the contract does not exceed the amount previously approved by
shareholders. The Board's approval of the New Sub-Advisory Agreement satisfied
the requirements of Rule 15a-4 because compensation under the New Sub-Advisory
Agreement will not exceed that payable under the Prior Sub-Advisory Agreement.
In accordance with the requirements of that Rule, the New Sub-Advisory
Agreement will be presented to shareholders for approval at the Meeting on
November 18, 1997, a date which is less than 120 days after the termination of
the Prior Sub-Advisory Agreement.
If the New Sub-Advisory Agreement is approved by shareholders of the
Fund, it will take effect for an initial two-year period from the date of its
execution, after which the agreement must be renewed at least annually by a
vote of a majority of the directors, including a majority of the Independent
Directors, cast in person at a meeting called for the purpose of voting on the
renewal, or by a vote of the majority of the outstanding voting securities of
the Fund. If the shareholders do not approve the New Sub-Advisory Agreement,
the Board will consider appropriate action.
New Sub-Advisory Agreement
Delaware International, the current sub-adviser to the Fund, is an
investment adviser registered under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"). The Manager and Delaware International are both
are controlled by Delaware Management Holdings, Inc. ("DMH"), which in turn is
an indirect, wholly owned subsidiary of Lincoln National Corporation ("LNC").
On August 31, 1997, Delaware International was managing approximately $6.7
billion, of which approximately $1.5 billion were registered investment
company assets. Delaware International is located at Veritas House, 3rd Floor,
125 Finsbury Pavement, London, England EC2A 1NQ. Schedule A sets forth a list
of other funds advised or sub-advised by Delaware International that have
investment objectives similar to those of the Fund, together with the rate of
compensation paid to, and any waivers or reimbursements paid by, Delaware
International.
The New Sub-Advisory Agreement provides that Delaware International
shall manage the investment and reinvestment of the Fund's assets, subject to
the general supervision of the Board of Directors. Delaware International is
required to regularly make decisions as to what securities and other
instruments to purchase and sell on behalf of the Fund, and shall effect the
purchase and sale of such investments, as agent for the Fund, in furtherance
of the Fund's objectives and policies. Delaware International shall furnish
the Board of Directors with such information and reports regarding its
activities as the Manager deems appropriate or as the directors may reasonably
request. In the performance of its duties and obligations under the New
Sub-Advisory Agreement, Delaware International shall act in conformity with
the Charter and By-Laws of the Company and the Prospectus of the Fund, as well
as with the instructions and directions of the Manager and of the Board of
Directors. Delaware International will conform to, and comply with, the
requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended,
and all other applicable federal and state laws and regulations.
In the absence of willful misfeasance, bad faith, gross negligence or
a reckless disregard of the performance of its duties, Delaware International
is not subject to liability to the Manager, the Fund or its shareholders for
actions or omissions under the New Sub-Advisory Agreement, or for any losses
that may be sustained in the purchase, holding or sale of any security, or
otherwise.
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Under the New Sub-Advisory Agreement, Delaware International is given
authority to effect the purchase and sale of investments and to place orders
with brokers for the Fund. In all cases, subject to the primary objective of
obtaining best price and execution, Delaware International is authorized to
execute orders through broker-dealers who provide Delaware International, the
Fund or the Manager with statistical, factual, and financial information and
services used by Delaware International or the Manager in connection with the
investment decision making process and, consistent with the provisions of the
National Association of Securities Dealers ("NASD") Conduct Rules, as amended,
is permitted to consider sales of Delaware Group funds' shares in selecting a
broker through whom securities transactions may be effected. In those cases
where an order is placed through a broker who provides research to Delaware
International or the Manager, the New Sub-Advisory Agreement provides that,
subject to such policies and procedures as the Board of Directors and officers
of the Company may adopt, the Fund may pay higher commissions if Delaware
International makes a good faith determination that the amount of the
commission is reasonable in relation to the brokerage services and research
provided.
The New Sub-Advisory Agreement and the Investment Management
Agreement provide that the Fund conduct its own business and bear the expenses
and salaries necessary and incidental thereto, including: the costs incurred
in the maintenance of its corporate existence; the maintenance of its own
books, records and procedures; dealing with its own shareholders; the payment
of dividends; transfer of stock, including issuance, redemption and repurchase
of shares; preparation of share certificates; reports and notices to
shareholders; calling and holding of shareholders' meetings; miscellaneous
office expenses; brokerage commissions; custodian fees; legal and accounting
fees; and taxes. The New Sub-Advisory Agreement also provides that the Fund,
the Manager and Delaware International may share facilities common to each,
with appropriate proration of expenses between them.
Under the New Sub-Advisory Agreement, Delaware International is
entitled to receive an annual sub-advisory fee equal to 80% of the advisory
fee actually received by the Manager (i.e., after any voluntary waivers or
expense reimbursements by the Manager). Assuming the current advisory fee of
1.00% under the Investment Management Agreement had been in effect, Delaware
International would have received sub-advisory fees of $135,924 from the
Manager for the period September 1, 1996 through August 31, 1997. This amount
is the same as the fees actually received by Walter Scott under the Prior
Sub-Advisory Agreement during that period.
The Prior Sub-Advisory Agreement
At a meeting of shareholders held on May 3, 1996, shareholders of the
Fund approved several measures pertaining to the restructuring of the Company,
including the Investment Management Agreement with the Manager and the Prior
Sub-Advisory Agreement dated May 4, 1996, between the Manager and Walter
Scott. The Manager and Walter Scott began operating as investment manager and
sub-adviser, respectively, on May 4, 1996. The continuation of these
arrangements was approved at a meeting of the Board of Directors held on April
17, 1997. Walter Scott ceased serving as sub-adviser on September 15, 1997.
The Prior Sub-Advisory Agreement provided that Walter Scott regularly
make decisions as to what securities and other instruments to purchase and
sell on behalf of the Fund, effect the purchase and sale of such investments
as agent of the Fund in furtherance of the Fund's objectives and policies, and
furnish the Board with such information and reports regarding its activities
as the Manager or the Board may reasonably request. Walter Scott was required
to act in conformity with the Company's Charter and By-Laws and the Prospectus
of the Fund, and with the instructions of the Manager and the Board, and to
comply with the 1940 Act and other applicable laws. The Fund was otherwise
required to conduct its own business and affairs and bear its own expenses and
salaries. To the extent that the Fund, the Manager and Walter Scott shared
facilities common to
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each, the Prior Sub-Advisory Agreement provided for the appropriate proration
of expenses between and among them.
The Prior Sub-Advisory Agreement permitted Walter Scott, subject to
the requirements of obtaining best available price and execution, to place
orders with brokers that provided research services to the Manager or Walter
Scott, or to brokers that sold shares of the Delaware Group Funds. In so
doing, the Prior Sub-Advisory Agreement permitted Walter Scott to pay
commissions in excess of commissions that may have been charged by other
brokers, provided that Walter Scott had determined in good faith that the
commissions paid to the executing brokers were reasonable in relation to the
value of brokerage and research services provided by such brokers.
Walter Scott was required to keep books and records with respect to
the Fund's transactions. While Walter Scott was free to act as investment
adviser or sub-adviser to other funds, the Prior Sub-Advisory Agreement
required that Walter Scott receive advance written consent from the Manager if
providing such investment management services to another fund would compete
with the Fund. The Prior Sub-Advisory Agreement further provided that the
Manager could not use Walter Scott's name without Walter Scott's prior written
consent. The Prior Sub-Advisory Agreement established a procedure by which the
Manager could complain about the conduct of Walter Scott in fulfilling
obligations, or to complain directly to the Investment Ombudsman in the United
Kingdom.
The Prior Sub-Advisory Agreement provided that Walter Scott would not
be liable to the Fund, the Manager or any shareholder of the Fund for any
action or omission in connection with the Prior Sub-Advisory Agreement so long
as Walter Scott did not act with willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties. The Prior Sub-Advisory
Agreement stated that it could be terminated by the Manager or the Fund
(either by Board action or pursuant to a vote of a majority of the outstanding
shares of the Fund) upon sixty days' written notice. The Prior Sub-Advisory
Agreement also provided that it would automatically terminate in the event of
its assignment, or in the event of the termination of the Investment
Management Agreement.
Under the Prior Sub-Advisory Agreement, Walter Scott was paid a
sub-advisory fee at an annual rate of 0.80% of the Fund's average daily net
assets. The Manager paid Walter Scott $135,924 in sub-advisory fees for the
period September 1, 1996 through August 31, 1997. Under the New Sub-Advisory
Agreement, Walter Scott would also have been paid $135,924 during this period,
the same as it received under the Prior Sub-Advisory Agreement during this
period (assuming the Manager's annual advisory fee would have been reduced
from 1.10% to 1.00% of average daily net assets).
Differences Between the Sub-Advisory Agreements
With the exception of the calculation of the sub-advisory fee, the
New Sub-Advisory Agreement is substantially similar in all material respects
to the Prior Sub-Advisory Agreement. Under the New Sub-Advisory Agreement,
Delaware International receives 80% of the advisory fee actually received by
the Manager, whereas under the Prior Sub-Advisory Agreement, Walter Scott
received 0.80% of the Fund's average daily net assets, regardless of the
advisory fee actually received by the Manager. The maximum rate of compensation
to which Delaware International will be entitled under the New Sub-Advisory
Agreement is no greater than that paid to Walter Scott under the Prior
Sub-Advisory Agreement, and Delaware International may actually be paid at a
lower rate if the Manager commits to further waive fees or reimburse expenses.
The only noteworthy differences between the Prior Sub-Advisory
Agreement and the New Sub-Advisory Agreement with respect to their operative
terms relate to certain provisions which were included in the Prior
Sub-Advisory Agreement because Walter Scott is not an affiliate of the
Manager. For example, the Prior Sub-Advisory Agreement contains extensive
language relating to Walter Scott's recordkeeping responsibilities and the
Fund's and the Manager's access to such records. Because Delaware
International is an
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affiliate of the Manager, such extensive record-keeping provisions will not be
necessary in the New Sub-Advisory Agreement to assure access to Delaware
International's records. The Prior Sub-Advisory Agreement also contained: (i)
a mechanism for the Manager to object to Walter Scott's becoming investment
manager or sub-adviser to any other investment company; and (ii) a provision
relating to the inability of the Manager to use Walter Scott's name in
offering or advertising materials, without Walter Scott's prior consent.
Again, because Delaware International and the Manager are affiliates, these
provisions will not be necessary. These differences are not material to the
operation of the Fund.
The sub-advisory fees payable under the Prior and New Sub-Advisory
Agreements is the sole responsibility of the Manager. Under the Prior
Sub-Advisory Agreement, the Manager was obligated to pay Walter Scott at an
annual rate of 0.80% of the average daily net assets of the Fund, irrespective
of the Manager's commitments to voluntarily waive its fees and provide for
reimbursement of Fund expenses. Under the New Sub-Advisory Agreement, Delaware
International is entitled to receive 80% of the fee actually paid to the
Manager (i.e., after fee waivers and expense reimbursements). Thus, the
maximum fee that Delaware International could be paid under the New
Sub-Advisory Agreement would be 0.80% of the average daily net assets of the
Fund, which is the sub-advisory fee to which Walter Scott was entitled under
the Prior Sub-Advisory Agreement. However, as noted above, Delaware
International may receive compensation at a rate which is lower than 0.80% of
the average daily net assets of the Fund if, as is currently the case, the
Manager voluntarily waives its fees or commits to reimburse the Fund for
certain expenses. Under this formula, therefore, the compensation paid to
Delaware International cannot exceed the annual rate of compensation that had
been payable to Walter Scott.
Considerations of the Board of Directors
The Board of Directors believes that the terms and conditions of the
New Sub-Advisory Agreement is fair to, and in the best interests of, the Fund
and its shareholders. The Board of Directors, including the Independent
Directors, has unanimously approved the New Sub-Advisory Agreement and
unanimously recommends shareholder approval.
In evaluating the New Sub-Advisory Agreement and making their
recommendation, the Board reviewed and contrasted the operations and past
performance of the Fund with the operations of the other funds in the Delaware
Group, including those advised or sub-advised by Delaware International. The
Board noted that the International Equity Fund of Delaware Group Global &
International Funds, Inc., which is advised by Delaware International and had
investment objectives and policies very similar to the Fund (prior to the
increase in the Fund's ability to invest in emerging markets), outperformed
the Fund for the one-year, two-year and three-year periods ending May 31,
1997, based on data obtained from Lipper Analytical Services, Inc. The Board
also took into account the strategic fit of the Fund in the overall range of
international funds offered by the Delaware Group of Funds, especially in
light of the Fund's increased ability to invest in emerging markets, allowing
it to "blend" the investment focuses of the Delaware Group's International
Equity and Emerging Markets Funds.
The Board examined the nature and quality of the services expected to
be rendered to the Fund by Delaware International, and the similarities and
differences between the Prior and New Sub-Advisory Agreements. The Board
considered the experience, practices and overall investment management
capabilities of Delaware International and its key personnel, as well as the
performance of the Fund for which Delaware International would serve as
sub-adviser. The Board compared the highly quantitative, "bottom-up"
investment style of Walter Scott, which focuses primarily on established
markets, with Delaware International's "top-down," dividend discount
methodology which, in Delaware International's view, works for both emerging
and established markets. The Board took into consideration the benefits to the
Fund of the increase in its ability to invest in securities of emerging market
countries, as well as Delaware International's expertise in investing in
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emerging markets.
The Board, including the Independent Directors, also considered the
fact that the investment management fee for the Fund has been reduced from an
annual rate of 1.10% of average daily net assets to 1.00%, and that the
sub-advisory fee payable under the New Sub-Advisory Agreement would be no
greater than, and may be less than, that paid under the Prior Sub-Advisory
Agreement. The Board also considered the Manager's commitment to the Board
that the Manager would continue the voluntary fee waivers and expense
reimbursements it currently provides to maintain the expenses of the Fund at
1.80% on Class A Shares, 2.50% on Class B and C Shares and 1.50% on
Institutional Class Shares. The Board examined the advisory and sub-advisory
fees of the Fund under the amended Investment Management Agreement and the New
Sub-Advisory Agreement, respectfully, compared with those paid by similar
funds and concluded that such fees were within an acceptable range in relation
to the services provided by the Manager and Delaware International.
The Board reviewed the Form ADV$ and the most recent audited
financial statements for both Delaware International and the Manager. The
Board also reviewed the services provided by the Manager under the Investment
Management Agreement. The Board noted that under the Investment Management
Agreement, the Manager is authorized, at its own expense, to select and
contract with one or more sub-advisers to perform some or all of the services
for the Fund for which the Manager is ultimately responsible. Under the
agreement, the Manager remains responsible for the actions of any such
sub-adviser and may, in its sole discretion, terminate any such arrangement as
it determines to be appropriate. The Board further noted that under the
Investment Management Agreement and both the New and Prior Sub-Advisory
Agreements, the Manager and each sub-adviser may obtain "soft dollar" research
by directing portfolio transactions to certain brokers. The Board acknowledged
the Manager's and Delaware International's representation that such research
has and will benefit the Fund.
The Board concluded that Delaware International has the requisite
qualifications, skills, experience and talent needed to manage investments of
the Fund responsibly. The Board found that the material presented at its
Meeting provided it with the information it needed to make an informed
business decision concerning the fairness and reasonableness of the fees
associated with the New Sub-Advisory Agreement. Based on that material, the
Board determined that the fees contemplated by the New Sub-Advisory Agreement
are within an appropriate range given the complex task of carrying out the
varied functions under that agreement, and that such fees were consistent with
the Board's fiduciary duty to the Fund.
The Board therefore unanimously approved the New Sub-Advisory
Agreement and, in submitting the Agreement to shareholders, unanimously
recommended that shareholders vote FOR the approval of the New Sub-Advisory
Agreement.
Voting Requirement
Approval of the New Sub-Advisory Agreement requires the lesser of (A)
67% or more of the voting securities present at the Meeting, provided that
more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy; or (B) more than 50% of the outstanding voting
securities of the Fund.
Board of Directors Recommendation
The Board of Directors of the Company unanimously recommends that you
vote FOR the approval of the New Sub-Advisory Agreement.
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GENERAL INFORMATION
ANNUAL AND SEMI-ANNUAL REPORT
THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS FOR THE FUND ARE
AVAILABLE AT NO COST TO ITS SHAREHOLDERS, UPON REQUEST, BY CONTACTING THE
FUND AT 1818 MARKET STREET, PHILADELPHIA, PA 19103, OR BY CALLING
1-800-523-4640.
The Manager
Delaware Management Company, Inc., One Commerce Square, Philadelphia,
PA 19103, serves as investment manager to the Fund. The Manager is an
investment adviser registered under the Advisers Act. The Manager and its
predecessors have been providing investment management and related services to
the mutual funds in the Delaware Group since 1938. On August 31, 1997, the
Manager was managing assets valued at approximately $31.7 billion, of which
approximately $14.2 billion were registered investment company assets.
On May 4, 1996, the Manager became the investment manager for the
Fund as a result of a restructuring of all series of the Company which
occurred at that time. Shareholders of the Fund at that time approved the
Manager as the investment manager for each of the series of the Company,
including the Fund, to replace Lincoln Investment Management, Inc., the
Company's previous investment manager. The continuation of the Investment
Management Agreement was most recently approved at the Board's meeting held on
April 17, 1997. The Manager continues to serves as investment manager to the
Fund and no change in its status is being proposed. No change to the
Investment Management Agreement is being submitted to shareholders, although
the Investment Management Agreement has been amended to reduce the annual
advisory fees which it charges as a percentage of average daily net assets
from 1.10% to 1.00%.
Under the Investment Management Agreement, as with its investment
management agreements with the other funds comprising the Delaware Group, the
Manager provides certain administrative services. In accordance with its
standard practice, the Manager provides the Company and the Fund with certain
administrative services and makes available certain of its employees to the
Company as officers to manage the Company's and the Fund's day-to-day affairs.
Further, the Manager's personnel monitor the Fund's investment activities to
ensure compliance, not only with the Fund's investment objectives, policies
and restrictions, but also with applicable securities and tax laws. The
Manager's personnel also supervise the activities of the Company's employees.
Principal Underwriter
Delaware Distributors, L.P. (the "Distributor"), an affiliate of the
Manager and Delaware International, serves as the national distributor for the
Fund under a Distribution Agreement dated September 25, 1995. The Distributor
is located at 1818 Market Street, Philadelphia, PA 19103.
The Company has adopted a separate distribution plan under Rule 12b-1
for each of the Class A Shares, the Class B Shares and the Class C Shares of
the Fund (the "Plans"). Each Plan permits the Fund to pay the Distributor from
the assets of the respective Classes a monthly fee for the Distributor's
services and expenses in distributing and promoting sales of shares. These
expenses include, among other things, preparing and distributing
advertisements, sales literature, and prospectuses and reports used for sales
purposes, compensating sales and marketing personnel, holding special
promotions for specified periods of time, and paying distribution and
maintenance fees to brokers, dealers and others. In connection with the
promotion of shares of the Classes,
-9-
<PAGE>
the Distributor may, from time to time, pay to participate in dealer-sponsored
seminars and conferences, and reimburse dealers for expenses incurred in
connection with preapproved seminars, conferences and advertising. The
Distributor may pay or allow additional promotional incentives to dealers as
part of preapproved sales contests and/or to dealers who provide extra
training and information concerning a Class and increase sales of the Class.
In addition, the Fund may make payments from the 12b-1 Plan fees of its
respective Classes directly to others, such as banks, who aid in the
distribution of Class shares or provide services in respect of a Class,
pursuant to service agreements with the Company. The 12b-1 Plan expenses
relating to each of the Class B Shares and Class C Shares of the Fund are also
used to pay the Distributor for advancing the commission costs to dealers with
respect to the initial sale of such shares.
Under the Plans, the aggregate fees paid by the Fund from the assets
of its respective Classes to the Distributor and others under the Plans may
not exceed 0.35% of the Class A Shares' average daily net assets in any year,
and 1% of each of the Class B Shares' and the Class C Shares' average daily
net assets in any year. (0.25% of which are service fees to be paid by the
Fund to the Distributor, dealers and others, for providing personal service
and/or maintaining shareholder accounts) The Class A, Class B and Class C
Shares will not incur any distribution expenses beyond these limits, which may
not be increased without shareholder approval. The Distributor may, however,
incur additional expenses and make additional payments to dealers from its own
resources to promote the distribution of shares of the Classes. Although the
maximum fee payable under the Plan relating to each of the Class A Shares is
0.35% of average daily net assets, effective at the close of business on May
3, 1996, the annual fee payable on a monthly basis is equal to 0.30% of
average daily net assets.
While payments pursuant to the Plans may not exceed 0.35% (and
currently do not exceed 0.30%) annually with respect to the Fund's Class A
Shares, and 1% annually with respect to each Fund's Class B Shares and Class C
Shares, the Plans do not limit fees to amounts actually expended by the
Distributor. It is therefore possible that the Distributor may realize a
profit in any particular year. However, the Distributor currently expects that
its distribution expenses will likely equal or exceed payments to it under the
Plans. The Distributor may, however, incur such additional expenses and make
additional payments to dealers from its own resources to promote the
distribution of shares of the Classes. The monthly fees paid to the
Distributor under the Plans are subject to the review and approval of the
Company's Independent Directors, who may reduce the fees or terminate the
Plans at any time. For the Fund's most recent fiscal year, the Fund paid
$57,128 to the Distributor pursuant to the Distribution Agreement. These
services will continue to be provided after approval of the New Sub-Advisory
Agreement.
The Company's Plans do not apply to the Fund's Institutional Class of
shares. Those shares are not included in calculating the Plans' fees, and the
Plans are not used to assist in the distribution and marketing of the
Institutional Class.
Shareholder Servicing Agent
Delaware Service Company, Inc. ("DSC"), an affiliate of the Manager
and Delaware International, serves as the shareholder servicing, dividend
disbursing and transfer agent for the Fund under an Agreement dated September
25, 1995. DSC also provides accounting services to each Fund pursuant to the
terms of a separate Fund Accounting Agreement. The directors annually review
service fees paid to DSC. For the Fund's most recent fiscal year, the Fund
paid $36,096 to DSC. DSC is located at 1818 Market Street, Philadelphia, PA
19103. These services will continue to be provided after the New Sub-Advisory
Agreement is approved.
-10-
<PAGE>
Principal Officers and Directors of the Company
The principal officers and directors of the Company who are also
officers or directors of the Manager and/or Delaware International are set
forth in Schedule B. The following principal officers and directors of the
Company who are not directors of the Manager or Delaware International own
shares of LNC: [To the best knowledge of the Company, the Manager and Delaware
International, no director of the Company has engaged in transactions in
LNC's securities since the Company's most recent fiscal year in excess of 1%
of LNC's outstanding securities. To the best knowledge of the Company, the
Manager and Delaware International, no Director of the Company has had any
material direct or indirect interest in any material transactions or proposed
transactions related to the business or operations of the Company to which
Delaware International, the Manager or any parent or subsidiary thereof was a
party since the Company's most recent fiscal year.]
In conjunction with a merger of LNC and DMH, which was completed on
April 3, 1995, and in order to comply with section 15(f) of the 1940 Act, at
least 75% of the directors shall not be "interested" persons of LNC, DMH or
their respective affiliates for a period of three years following the
completion of the merger.
Pursuant to arrangements with DMH, the Manager's indirect parent, DMH
has agreed to use reasonable efforts, consistent with the restrictions of the
1940 Act, and subject to fiduciary obligations of DMH and its affiliates, to
have Wayne A. Stork, a director and employee of the Company, retain his
position as chairman of the Board of Directors of the Company. The agreement
has no binding effect on the Company, the Fund or its shareholders.
Shareholders of Record
Schedule C sets forth shareholders of record of the Fund as August
31, 1997 who held 5% or more of the outstanding shares of the Fund. Except as
set forth in Schedule C, the Company does not have any knowledge of shares of
the Fund held beneficially.
Shareholder Proposals
The Meeting is a special meeting of shareholders. The Company is not
required to, nor does it intend to, hold regular annual meetings of its
shareholders. Any shareholder who wishes to submit a proposal for
consideration at the Company's next shareholders' meeting, when and if such a
meeting is called, should submit such proposal promptly to the Company.
Principal Executive Officer and Directors of Delaware International
Schedule D sets forth the name, address and principal occupation of
the principal executive officer and each director of Delaware International.
Schedule D also indicates whether such officer or directors are also officers
or directors of the Company.
Parents of the Manager and Delaware International
On April 3, 1995, DMH and LNC merged, and DMH became an indirect,
wholly owned subsidiary of LNC. LNC is a diversified organization with
operations in many aspects of the financial services industry, including
insurance and investment management. DMH, through its indirect, wholly owned
subsidiary Delaware Voyageur Holdings, Inc., owns 100% of the voting
securities of the Manager. DMH, through its
-11-
<PAGE>
wholly owned subsidiary DMH Corp., directly owns 81.1% of the voting
securities of Delaware International and indirectly owns the remaining 18.9%
of the voting securities of Delaware International through DMH Corp.'s wholly
owned subsidiary, Delaware International Holdings Ltd. LNC, through its wholly
owned subsidiary Lincoln National Investment Companies, Inc., owns 100% of the
outstanding shares of common stock of DMH, and may be deemed to control DMH.
The address of DMH is One Commerce Square, Philadelphia, PA 19103. The address
of DMH Corp. is Foulkstone Plaza, 1403 Foulk Road, Suite 102, Wilmington, DE
19803. The address of Delaware International Holdings Ltd. is Clarendon House,
Church Street West, Hamilton HM DX, Bermuda. The address of Delaware Voyageur
Holdings, Inc. is One Commerce Square, Philadelphia, PA 19103. The address of
LNC and Lincoln National Investment Companies, Inc. is 200 East Berry Street,
Fort Wayne, IN 46802.
/s/Wayne A. Stork
- -----------------
Wayne A. Stork
Chairman
October 8, 1997
-12-
<PAGE>
SCHEDULE A
SIMILAR DELAWARE GROUP FUNDS ADVISED
BY DELAWARE INTERNATIONAL
<TABLE>
<CAPTION>
Advisory Fees
Rate of Compensation Waived for Assets as of
Fund (Based on Average Net Assets) Last Fiscal Year 8/31/97
- ---- ----------------------------- ---------------- -------
<S> <C> <C> <C>
Delaware Group Global
& International Funds, Inc.
International Equity Series 0.75% per annum(1) $109,455 $222,216,196
Emerging Markets Series 1.25% per annum $ 35,197(2) $ 22,247,235
Delaware Group Premium
Fund, Inc.
International Equity Series 0.75% per annum(1) $117,758 $186,060,945
Emerging Markets Series 1.25% per annum N/A(3) $ 4,906,923
Delaware Pooled Trust, Inc.
The International Equity Portfolio 0.75% per annum(1) $ 0 $471,740,334
The Emerging Markets Portfolio 1.20% per annum N/A(4) $ 20,454,097
The Labor Select International
Equity Portfolio 0.75% per annum $ 50,089 $ 47,687,356
</TABLE>
- ----------------------------
(1) All fees are reduced by fees paid to directors of the Fund.
(2) Date of initial public offering was June 10, 1996.
(3) Date of initial public offering was May 1, 1997.
(4) Date of initial public offering was April 14, 1997.
-13-
<PAGE>
SCHEDULE B
PRINCIPAL OFFICERS AND DIRECTORS OF THE COMPANY
WHO ARE OFFICERS OR DIRECTORS OF THE MANAGER
OR DELAWARE INTERNATIONAL
<TABLE>
<CAPTION>
Position with the Manager or
Officer or Director Position with the Company Delaware International
- ------------------- ------------------------- ----------------------
<S> <C> <C>
Wayne A. Stork Chairman/President/Chief Chairman/President/Chief
Executive Officer and Director Executive Officer/Chief
Investment Officer and Director of
Delaware Management Company, Inc.
Chairman/Chief Executive Officer
and Director of Delaware International
Advisers Ltd.
David K. Downes Executive Vice President/Chief Executive Vice President/Chief
Operating Officer/Chief Financial Operating Officer/Chief Financial
Officer Officer and Director of Delaware
Management Company, Inc.
Director of Delaware International
Advisers Ltd.
Richard G. Unruh Executive Vice President Executive Vice President and
Director of Delaware Management
Company, Inc.
Director of Delaware International
Advisers Ltd.
Paul E. Suckow Executive Vice President/Chief Executive Vice President/Chief
Investment Officer, Fixed Income Investment Officer, Fixed Income of
Delaware Management Company, Inc.
Michael P. Bishof Senior Vice President/Treasurer Senior Vice President/Investment
Accounting of Delaware Management
Company, Inc.
</TABLE>
-14-
<PAGE>
PRINCIPAL OFFICERS AND DIRECTORS OF THE COMPANY
WHO ARE OFFICERS OR DIRECTORS OF THE MANAGER
OR DELAWARE INTERNATIONAL
(continued)
<TABLE>
<CAPTION>
Position with the Manager or
Officer or Director Position with the Company Delaware International
- ------------------- ------------------------- ----------------------
<S> <C> <C>
George M. Chamberlain, Jr. Senior Vice President/Secretary/ Senior Vice President/Secretary/
General Counsel General Counsel of Delaware
Management Company, Inc.
Director of Delaware International
Advisers Ltd.
Richard J. Flannery Senior Vice President/Corporate Senior Vice President/Corporate
and International Affairs and International Affairs of
Delaware Management Company,
Inc.
Director of Delaware International
Advisers Ltd.
Joseph H. Hastings Senior Vice President/Corporate Senior Vice President/Corporate
Controller Controller/Treasurer of
Delaware Management Company,
Inc.
</TABLE>
-15-
<PAGE>
SCHEDULE C
SHAREHOLDERS OF RECORD HOLDING 5% OR MORE
OF THE OUTSTANDING SHARES OF THE FUND
As of August 31, 1997, the Company believes the following accounts
held 5% or more of the outstanding shares of the Class A Shares, Class B
Shares, Class C Shares and the Institutional Class:
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Overseas Equity Fund Lincoln National Life Insurance Co. 779,210 77.16%
Class A Shares 1300 Clinton Street
Fort Wayne, IN 46802-3506
Overseas Equity Fund Merrill Lynch, Pierce, Fenner & Smith 18,151 14.77%
Class B Shares for the sole benefit of its customers
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd fl.
Jacksonville, FL 32246-6484
DMTC C/F the rollover IRA of 7,286 5.93%
Carl W. Niederwimmer
301 NW 73rd Terrace
Gladstone, MO 64118-1675
Overseas Equity Fund Harris B. Kram 2,806 20.92%
Class C Shares 8565 West Dartmouth Place
Denver, CO 80227-4798
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Overseas Equity Fund Merrill Lynch, Pierce, Fenner & Smith 2,571 19.17%
Class C Shares for the sole benefit of its customers
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd fl.
Jacksonville, FL 32246-6484
NFSC 1,023 7.63%
FBO Chester M. Boltwood and
Karen A. Boltwood
828 Cobblestone Cir.
Modesto, CA 95355-4501
J.C. Bradford & Co. Cust. FBO 918 6.84%
Sally S. Alterman
330 Commerce St.
Nashville, TN 37201-1805
Carroll L. Engelhardt and 789 5.88%
Joan L. Engelhardt JT WROS
1210 3rd St. S.
Moorhead, MN
Overseas Equity Fund RS MC Employee Profit Sharing Plan 7,963 94.43%
Institutional Class Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market St.
Philadelphia, PA 19103-3682
Lincoln National Investment 470 5.57%
Management
1300 South Clinton St.
P.O. Box 1110
Fort Wayne, IN 46801-1110
</TABLE>
-18-
<PAGE>
SCHEDULE D
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF DELAWARE INTERNATIONAL
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
Wayne A. Stork(1) Chairman/President/Chief Executive Officer/Director and/or Trustee of
each of the 33 investment companies in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware International Holdings
Ltd. and Founders Holdings, Inc.; Chairman and Director of Delaware
Distributors, Inc. and Delaware Capital Management, Inc.; Chairman/
President/Chief Executive Officer/Chief Investment Officer and Director of
Delaware Management Company, Inc.; Chairman/Chief Executive Officer
and Director of Delaware International Advisers Ltd.; Director of Delaware
Service Company, Inc. and Delaware Investment & Retirement Services,
Inc.
G. Roger Kitson(2) Vice Chairman and Director of Delaware International Advisers Ltd.
Richard G. Unruh(1) Executive Vice President of each of the 33 investment companies in the
Delaware Group, Delaware Management Holdings, Inc. and Delaware
Capital Management, Inc.; Executive Vice President and Director of
Delaware Management Company, Inc.; Director of Delaware International
Advisers Ltd.
David G. Tilles(2) Managing Director/Chief Investment Officer and Director of Delaware
International Advisers Ltd.
David K. Downes(1) Executive Vice President/Chief Operating Officer/Chief Financial Officer of
each of the 33 investment companies in the Delaware Group, Delaware
Management Holdings, Inc., Founders CBO Corporation, Delaware Capital
Management, Inc. and Delaware Distributors, L.P.; Executive Vice
President, Chief Operating Officer, Chief Financial Officer and Director of
Delaware Management Company, Inc., DMH Corp., Delaware Distributors,
Inc., Founders Holdings, Inc. and Delaware International Holdings Ltd.;
Chairman/Chief Executive Officer and Director of Delaware Investment &
Retirement Services, Inc.; Chairman and Director of Delaware Management
Trust Company; President/Chief Executive Officer/Chief Financial Officer
and Director of Delaware Service Company, Inc.; Director of Delaware
International Advisers Ltd.
</TABLE>
(1) Business address is One Commerce Square, Philadelphia, PA 19103.
(2) Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
-19-
<PAGE>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF DELAWARE INTERNATIONAL
(continued)
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
George M. Chamberlain, Jr.(1) Senior Vice President/Secretary and General Counsel of each of the 33
investment companies in the Delaware Group, Delaware Management
Holdings, Inc. and Delaware Distributors, L.P.; Executive Vice President,
Secretary, General Counsel and Director of Delaware Management Trust
Company; Senior Vice President/Secretary/General Counsel and Director of
DMH Corp., Delaware Management Company, Inc., Delaware Distributors,
Inc., Delaware Service Company, Inc., Founders Holdings, Inc., Delaware
Investment & Retirement Services, Inc. and Delaware Capital Management,
Inc.; Secretary and Director of Delaware International Holdings Ltd;
Director of Delaware International Advisers Ltd. Attorney.
John C.E. Campbell(1) Senior Vice President/International Marketing of Delaware Investment
Advisers; Director of Delaware International Advisers Ltd.
Richard J. Flannery(1) Senior Vice President/Corporate and International Affairs of each of the 33
investment companies in the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp., Delaware Management Company, Inc.,
Delaware Distributors, Inc., Delaware Distributors, L.P., Delaware
Management Trust Company, Delaware Capital Management, Inc.,
Delaware Service Company, Inc. and Delaware Investment & Retirement
Services, Inc.; Senior Vice President/ Corporate and International Affairs
and Director of Founders Holdings, Inc. and Delaware International
Holdings Ltd.; Senior Vice President of Founders CBO Corporation;
Director of Delaware International Advisers Ltd.; Director, HYPPCO Finance
Company Ltd.
Hamish O. Parker(2) Senior Portfolio Manager/Director of U.S. Marketing Liaison and Director
of Delaware International Advisers Ltd.
Timothy W. Sanderson(2) Senior Portfolio Manager/Deputy Compliance Officer/Director of Equity
Research and Director of Delaware International Advisers Ltd.
</TABLE>
(1) Business address is One Commerce Square, Philadelphia, PA 19103.
(2) Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
-20-
<PAGE>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF DELAWARE INTERNATIONAL
(continued)
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
Clive A. Gilmore(2) Senior Portfolio Manager/Director of U.S. Mutual Fund Liaison and
Director of Delaware International Advisers Ltd.
Ian G. Sims(2) Chief Investment Officer/Global Fixed Income and Director of Delaware
International Advisers Ltd.
George E. Deming(1) Vice President/Senior Portfolio Manager of Delaware Investment Advisers;
Director of Delaware International Advisers Ltd.
John Emberson(2) Secretary/Compliance Officer/Finance Director and Director of Delaware
International Advisers Ltd.
Nigel G. May(2) Director/Head of European Group and Director of Delaware International
Advisers Ltd.
Elizabeth A. Desmond(2) Director/Head of Pacific Basin Group and Director of Delaware
International Advisers Ltd.
</TABLE>
(1) Business address is One Commerce Square, Philadelphia, PA 19103.
(2) Business address is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
-21-
<PAGE>
DELAWARE GROUP ADVISER FUNDS, INC.
OVERSEAS EQUITY FUND SERIES
(FORMERLY WORLD GROWTH FUND SERIES)
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
DELAWARE GROUP The undersigned hereby appoints WAYNE A.
PROXY SERVICES STORK and DAVID K. DOWNES, and each
POST OFFICE BOX 9002 of them, as proxies with full power of
FARMINGDALE, NY 11735-9638 substitution, to vote on behalf of the
undersigned the same number of shares
which the undersigned is then entitled to
vote, at the Special Meeting of the
Shareholders of Delaware Group Adviser
Funds, Inc. - Overseas Equity Fund series
(formerly World Growth Fund series) to be
held on Tuesday, November 18, 1997 at
10:00 a.m., at the Union League of
Philadelphia, 140 South Broad Street,
Philadelphia, PA 19102, and at any
adjournments thereof, on any matter
properly coming before the meeting, and
specifically as indicated below.
This proxy when properly executed will be
voted in the manner directed herein by the
undersigned shareholder. If no direction
is made, this proxy will be voted "FOR"
Item 1.
TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS
FOLLOWS /X/ DELADV KEEP THIS PORTION FOR YOUR
RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-22-
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DELAWARE GROUP ADVISER FUNDS, INC.- DETACH AND RETURN
OVERSEAS EQUITY FUND SERIES THIS PORTION ONLY
(FORMERLY WORLD GROWTH FUND SERIES)
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE
Vote on Proposal For Against Abstain
1. To approve a new
sub-advisory agreement. / / / / / /
2. The undersigned authorizes the
proxies to vote in their
discretion upon such other
business as may properly come
before the Meeting.
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT IS SHOWN AT THE
TOP. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN OR CORPORATE OFFICER, PLEASE GIVE YOUR FULL
TITLE AS SUCH. EACH JOINT OWNER IS REQUESTED TO SIGN.
- ------------------------------- ----------------------------
Signature Signature
(PLEASE SIGN WITHIN BOX) Date (Joint Owners) Date
-23-
