SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant X
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Check the appropriate box:
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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X Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to section 240.14a-11(c) or
section 240.14a-12
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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)
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state how it was determined):
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Fee paid previously with preliminary materials.
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DELAWARE GROUP ADVISER FUNDS, INC.
Overseas Equity Fund (Formerly World Growth Fund)
PROXY STATEMENT
Notice of Special Meeting of Shareholders
NOVEMBER 18, 1997
DELAWARE
GROUP
DELAWARE GROUP
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 the Overseas Equity Fund series
(formerly the World Growth Fund series) (the "Fund") of
Delaware Group Adviser Funds, Inc. (the "Company") will be held
at the Union League of Philadelphia, 140 South Broad Street,
Philadelphia, PA 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
Wayne A. Stork
Chairman
October 8, 1997
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 the World Growth Fund series) (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, PA 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 -
862,163; Overseas Equity Fund B Class - 122,995; Overseas
Equity Fund C Class - 14,385; and Overseas Equity Fund
Institutional Class - 4,827.
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 of Directors 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' written 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 pursuant to Rule 15a-4 under the 1940 Act. That
Rule permits a person to act as investment adviser (or sub-
adviser) under a new 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 new 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 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 3rd Floor, 80
Cheapside, London, England EC2V 6EE. 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.
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 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 60 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 the
period, the same as it received under the Prior Sub-Advisory
Agreement during this period (assuming the Manager's annual
advisory fee had 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 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 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 emerging markets.
The Board noted that Walter Scott employed a highly
quantitative "bottom-up" investment style (i.e., emphasizing
fundamental stock research without regard to country
allocation), which focused primarily on established markets.
The Board compared this with Delaware International's "top-
down," dividend discount and purchasing power parity
methodology. In using "top-down" analysis, Delaware
International evaluates different countries as part of its
security selection process, emphasizing such factors as
economic conditions, regulatory and currency controls,
accounting standards and political and social conditions.
Delaware International attempts to determine whether foreign
currencies are over- or under-valued in comparison with the
U.S. Dollar by employing a purchasing power parity approach,
which examines the amount of goods and services that a dollar
will buy in the United States in relation to the amount of
foreign currency required to buy the same amount of goods and
services in another country. In using a dividend discount
analysis, Delaware International attempts to compare the value
of different investments by discounting the value of future
anticipated dividends back to what they would be worth if they
were being paid today. Delaware International supplements
this methodology with fundamental company analysis. In Delaware
International's view, this approach works for both established
and 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 New Sub-Advisory Agreement,
respectively, 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 ADVs 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 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.
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, 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.
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 and/or stock option on LNC: Jeffrey J. Nick; Paul E.
Suckow; Michael P. Bishof; and Joseph H. Hastings. 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, other than Wayne
A. Stock and Jeffrey J. Nick in their capacity as officers or
directors of the Manager or its affiliates.
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 Drector 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.
To the best knowledge of the Company, the percentage of
shares beneficially owned by any or all of the principal
officers or Directors of the Company as of August 31, 1997 does
not exceed 1% of any Class of the Fund.
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 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
SCHEDULE A
SIMILAR DELAWARE GROUP FUNDS ADVISED
BY DELAWARE INTERNATIONAL
Advisory Fees
Rate of Compensation Waived for Assets
Fund (Based on Last Fiscal as of
Average Net Assets) Year 8/31/97
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
____________________________
(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.
SCHEDULE B
PRINCIPAL OFFICERS AND DIRECTORS OF THE COMPANY
WHO ARE OFFICERS OR DIRECTORS OF THE MANAGER
OR DELAWARE INTERNATIONAL
Position with
the Manager or
Officer or Position with Delaware
Director the Company International
Wayne A. Stork Chairman/ Chairman/
President/Chief President/
Executive Officer Chief Executive
and Director 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 Executive Vice
President/Chief President/Chief
Operating Officer Operating
/Chief Financial Officer/Chief
Officer Financial Officer
and Director of
Delaware Management
Company, Inc.
Director of Delaware
International
Advisers Ltd.
Richard G. Unruh Executive Vice Executive Vice
President President and
Director of Delaware
Management
Company, Inc.
Director of Delaware
International
Advisers Ltd.
Paul E. Suckow Executive Vice Executive Vice
President/Chief President/Chief
Investment Officer, Investment Officer,
Fixed Income Fixed Income of
Delaware Management
Company, Inc.
Michael P. Bishof Senior Vice President/ Senior
Treasurer Vice
President/Investment
Accounting of
Delaware Management
Company, Inc.
PRINCIPAL OFFICERS AND DIRECTORS OF THE COMPANY
WHO ARE OFFICERS OR DIRECTORS OF THE MANAGER
OR DELAWARE INTERNATIONAL
(continued)
Position with
the Manager or
Officer or Position with Delaware
Director the Company International
George M.
Chamberlain, Senior Vice Senior Vice
Jr. President/Secretary/ President/Secretary/
General Counsel General Counsel of
Delaware
Management Company,
Inc.
Director of Delaware
International
Advisers Ltd.
Richard J.
Flannery Senior Vice Senior Vice
President/Corporate President/Corporate
and International and International
Affairs Affairs of
Delaware Management
Company,
Inc.
Director of Delaware
International
Advisers Ltd.
Joseph H. Hastings Senior Vice Senior Vice
President/Corporate President/Corporate
Controller Controller/Treasurer
of Delaware
Management Company,
Inc.
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 of the Overseas Equity Fund:
Name and Address
Class of Account Share Amount Percentage
Overseas
Equity Fund Lincoln National
Class A Life Insurance Co. 779,210 77.16%
Shares 1300 Clinton Street
Fort Wayne, IN 46802-3506
Overseas
Equity Fund Merrill Lynch,
Class B Pierce, Fenner
Shares & Smith 18,151 14.77%
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 8565 West
Shares Dartmouth Place
Denver, CO 80227-4798
Name and Address
Class of Account Share Amount Percentage
Overseas
Equity Fund Merrill Lynch,
Class C Pierce, Fenner
Shares & Smith 2,571 19.17%
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 Employee Profit
Institutional Sharing Plan 7,963(1) 94.25%
Class Delaware Management
Company
Employee Profit
Sharing Trust
c/o Rick Seidel
1818 Market St.
Philadelphia, PA 19103-3682
(1) The Company has been advised that the shares held of
record by the Employee Profit Sharing Plan of Delaware
Management Company are held for the benefit of and will be
voted in accordance with instructions received from
participants in the Plan. The following participants in
the Plan held 5% or more of the outstanding shares of the
Overseas Equity Fund Institutional Class: Michael M.
Weisbrot - 3,748 shares (44.36%) of the Class; John R.
McMahon - 1,263 shares (14.95%) of the Class; James Cook -
972 shares (11.50%) of the Class; and Frank J. Marandino -
465 shares (5.50%) of the Class.
Name and Address
Class of Account Share Amount Percentage
Overseas
Equity Fund Lincoln National
Institutional Investment 470 5.56%
Class Management
1300 South Clinton St.
P.O. Box 1110
Fort Wayne, IN 46801-1110
SCHEDULE D
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF DELAWARE
INTERNATIONAL
Name Principal Occupation
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 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.
David G. Tilles(2) Managing Director/Chief Investment Officer
and Director of Delaware International
Advisers Ltd.
(1) Business address is One Commerce Square, Philadelphia, PA
19103.
(2) Business address is 3rd Floor, 80 Cheapside, London,
England EC2V 6EE.
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF DELAWARE
INTERNATIONAL
(continued)
Name Principal Occupation
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.
(1) Business address is One Commerce Square, Philadelphia, PA
19103.
(2) Business address is 3rd Floor, 80 Cheapside, London,
England EC2V 6EE.
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF DELAWARE
INTERNATIONAL
(continued)
Name Principal Occupation
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.
(1) Business address is One Commerce Square, Philadelphia, PA
19103.
(2) Business address is 3rd Floor, 80 Cheapside, London,
England EC2V 6EE.
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
PROXY SERVICES appoints WAYNE A. STORK and
POST OFFICE BOX 9148 DAVID K. DOWNES, and each
FARMINGDALE, NY 11735 of them, as proxies with
full power of 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/ KEEP THIS PORTION FOR YOUR RECORDS
DELADV
---------------------------------------------------------------
DETACH AND RETURN THIS
PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DELAWARE GROUP ADVISER FUNDS, INC.
OVERSEAS EQUITY FUND SERIES
(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 Date Signature Date
PLEASE SIGN WITHIN BOX) (Joint Owners)
