Document/Exhibit Description Pages Size
1: 485BPOS Post-Effective Amendment 22 108K
2: EX-99.A1 Miscellaneous Exhibit 35 129K
3: EX-99.A2 Miscellaneous Exhibit 2± 10K
4: EX-99.B Miscellaneous Exhibit 17 55K
5: EX-99.D1 Miscellaneous Exhibit 5 23K
6: EX-99.D2 Miscellaneous Exhibit 4 21K
7: EX-99.D3 Miscellaneous Exhibit 4 20K
8: EX-99.D4 Miscellaneous Exhibit 4 21K
9: EX-99.I Miscellaneous Exhibit 2 12K
10: EX-99.J Miscellaneous Exhibit 1 6K
11: EX-99.O Miscellaneous Exhibit 4 15K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 33-67490
File No. 811-7972
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
----
Post-Effective Amendment No. 12 /X/
----
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 14
DELAWARE GROUP ADVISER FUNDS
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-1255
--------------
Eric E. Miller, 1818 Market Street, Philadelphia, PA 19103
--------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: November 23, 1999
-----------------
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
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X on November 23, 1999 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
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If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Pursuant to Rule 414 under the Securities Act of 1933, Delaware Group Adviser
Funds, as successor issuer of Delaware Group Adviser Funds, Inc., is filing this
amendment to the registration statement of Delaware Group Adviser Funds, Inc.
and expressly adopts the registration statement of Delaware Group Adviser Funds,
Inc. as its own for all purposes of the Securities Act of 1933 and the
Investment Company Act of 1940
--- C O N T E N T S ---
This Post-Effective Amendment No. 12 to Registration File No. 33-67490 includes
the following:
1. Facing Page
2. Contents Page
3. Part A - Prospectuses*
4. Part B - Statement of Additional Information**
5. Part C - Other Information
6. Signatures
* This filing contains a Supplement dated November 23, 1999 to each of the
Prospectuses for the Registrant's Delaware U.S. Growth Fund Class A, B, C and
Institutional Class dated March 1, 1999. Those Prospectuses are incorporated
herein by reference to the electronic filing of those Prospectuses made pursuant
to Rule 497(c) on March 10, 1999. The Supplement to those Prospectuses filed on
August 10, 1999 is incorporated herein by reference to the electronic filing of
that Supplement made pursuant to Rule 497(e).
This filing contains a Supplement dated November 23, 1999 to each of the
Prospectuses for the Registrant's Delaware Overseas Equity Fund Class A, B, C
and Institutional Class dated March 1, 1999. Those Prospectuses are incorporated
herein by reference to the electronic filing of those Prospectuses made pursuant
to Rule 497(c) on March 10, 1999. The Supplements to those Prospectuses filed on
August 10, 1999 and November 9, 1999 are incorporated herein by reference to the
electronic filing of those Supplements made pursuant to Rule 497(e).
Multi-fund Supplements relating to each of the Prospectuses for the Registrant's
Delaware New Pacific Fund Class A, B, C and Institutional Class dated March 30,
1999 were previously electronically filed on November 22, 1999 in a
post-effective amendment to the Registration Statement on Form N-1A of Delaware
Group Global & International Funds, Inc. and are incorporated herein by
reference to that filing. Those Prospectuses are incorporated herein by
reference to the electronic filing of those Prospectuses made pursuant to Rule
497(e) on April 6, 1999. The Supplements to those Prospectuses filed on August
10, 1999 and November 9, 1999 are incorporated herein by reference to the
electronic filing of those Supplements made pursuant to Rule 497(e).
** This filing contains a Supplement dated November 23, 1999 to the Statement of
Additional Information for the Registrant dated March 1, 1999. That Statement of
Additional Information is incorporated herein by reference to the electronic
filing of that Statement of Additional Information made pursuant to Rule 497(c)
on March 12, 1999. The Supplement to the Statement of Additional Information
filed on September 1, 1999 is incorporated herein by reference to the electronic
filing of that Supplement made pursuant to Rule 497(e).
November 23, 1999
Delaware U.S. Growth Fund
Class A * Class B * Class C
Supplement to the Prospectus dated March 1, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series changed from Delaware Group
Adviser Funds, Inc. to Delaware Group Adviser Funds.
This Supplement also updates the Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the data in the
Financial Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for
Delaware U.S. Growth Fund Class A shares was 7.49%. That return does
not include the maximum Class A sales charge of 5.75%, which is
normally deducted when you purchase shares. If that fee were included,
the return would have been lower than the one described.
The Financial Highlights for each share for the six months ended April
30, 1999 (unaudited) were as follows:(1)
[Enlarge/Download Table]
Class A Class B Class C
--------- -------- -------
Net asset value, beginning of period ..................... $11.490 $10.960 $11.830
Income from investment operations:
Net investment income (loss) ........................ (0.041) (0.085) (0.090)
Net realized and unrealized gain on
investments ..................................... 2.911 2.775 3.000
------- ------- -------
Total from investment operations .................... 2.870 2.690 2.910
------- ------- -------
Less distributions:
Distributions from net realized gain on investments . -- -- --
------- ------- -------
Total distributions ................................. -- -- --
------- ------- -------
Net asset value, end of period ........................... $14.360 $13.650 $14.740
======= ======= =======
Total return(2) .......................................... 24.98% 24.54% 24.60%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ............. $28,690 $16,341 $3,989
Ratio of expenses to average net assets ............. 1.49%(3) 2.19%(3) 2.19%(3)
Ratio of expenses to average net assets prior to
expense limitation .............................. 1.49%(3) 2.19%(3) 2.19%(3)
Ratio of net investment income (loss) to average
net assets ...................................... (0.60%)(3) (1.30%)(3) (1.30%)(3)
Ratio of net investment income (loss) to average
net assets prior to expense limitation .......... (0.60%)(3) (1.30%)(3) (1.30%)(3)
Portfolio turnover .................................. 99% 99% 99%
-------------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized.
(2) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of distributions at net
asset value and does not reflect the impact of a sales charge.
(3) Annualized.
November 23, 1999
Delaware U.S. Growth Fund
Institutional Class
Supplement to the Prospectus dated March 1, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series changed from Delaware Group
Adviser Funds, Inc. to Delaware Group Adviser Funds.
This Supplement also updates the Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the data in the
Financial Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for
Delaware U.S. Growth Fund Institutional Class was 7.74%.
The Financial Highlights for each share of the Delaware U.S. Growth
Fund Institutional Class for the six months ended April 30, 1999
(unaudited) were as follows:(1)
[Enlarge/Download Table]
Institutional Class
-------------------
Net asset value, beginning of period ................................. $11.750
Income from investment operations:
Net investment income (loss) .................................... (0.021)
Net realized and unrealized gain on investments ................. 2.981
-------
Total from investment operations ................................ 2.960
-------
Less distributions:
Distributions from net realized gain on investments ............. --
-------
Total distributions ............................................. --
-------
Net asset value, end of period ....................................... $14.710
=======
Total return(2) ...................................................... 25.19%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ......................... $54,096
Ratio of expenses to average net assets ......................... 1.19%(3)
Ratio of expenses to average net assets prior to expense
limitation .................................................. 1.19%(3)
Ratio of net investment income (loss) to average net assets ..... (0.30%)(3)
Ratio of net investment income (loss) to average net assets
prior to expense limitation ................................. (0.30%)(3)
Portfolio turnover .............................................. 99%
--------------------------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized.
(2) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
(3) Annualized.
November 23, 1999
Delaware Overseas Equity Fund
Class A * Class B * Class C
Supplement to the Prospectus dated March 1, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series changed from Delaware Group
Adviser Funds, Inc. to Delaware Group Adviser Funds.
This Supplement also updates the Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the Financial
Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for
Delaware Overseas Equity Fund Class A shares was 12.23%. That return
does not include the maximum Class A sales charge of 5.75%, which is
normally deducted when you purchase shares. If that fee were included,
the return would have been lower than the one described.
The Financial Highlights for each share for the six months ended April
30, 1999 (unaudited) were as follows:(1)
[Enlarge/Download Table]
Class A Class B Class C
--------- -------- -------
Net asset value, beginning of period ................. $8.950 $8.030 $8.040
Income from investment operations:
Net investment income (loss) .................... 0.038 0.014 0.019
Net realized and unrealized gain (loss) on
investments and foreign currencies .......... 0.987 0.856 0.861
------ ----- ------
Total from investment operations ................ 1.025 0.870 0.880
------ ----- ------
Less dividends and distributions:
Dividends from net investment income ............ (0.695) (0.640) (0.640)
Distributions from net realized gain on
investments ................................. (1.370) (1.370) (1.370)
------ ----- ------
Total dividends and distributions ............... (2.065) (2.010) (2.010)
------ ----- ------
Net asset value, end of period ....................... $7.910 $6.890 $6.910
====== ====== ======
Total return(2) ...................................... 15.02% 14.64% 14.74%
Ratios and supplemental data:
Net assets, end of period (000 omitted) ......... $2,361 $1,077 $275
Ratio of expenses to average net assets ......... 1.85%(3) 2.55%(3) 2.55%(3)
Ratio of expenses to average net assets
prior to expense limitation ................. 6.18%(3) 6.88%(3) 6.88%(3)
Ratio of net investment income (loss) to
average net assets .......................... 1.08%(3) 0.38%(3) 0.38%(3)
Ratio of net investment income (loss) to
average net assets prior to expense
limitation .................................. (3.25%)(3) (3.95%)(3) (3.95%)(3)
Portfolio turnover .............................. 4% 4% 4%
-------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized.
(2) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
(3 )Annualized.
November 23, 1999
Delaware Overseas Equity Fund
Institutional Class
Supplement to the Prospectus dated March 1, 1999
On November 23, 1999, the Fund was part of a reorganization from a Maryland
corporation to a Delaware business trust, as approved by shareholders at the
most recent Joint Annual/Special Meeting of Shareholders. The reorganization
does not affect the name of the Fund or its investment operations, however, the
name of the company of which the Fund is a series changed from Delaware Group
Adviser Funds, Inc. to Delaware Group Adviser Funds.
This Supplement also updates the Fund's performance information in the Fund
Profile section in the beginning of the prospectus, as well as the Financial
Information section at the end of the prospectus, as follows:
From January 1, 1999 to September 30, 1999, the total return for
Delaware Overseas Equity Fund Institutional Class was 12.59%.
The Financial Highlights for each share of the Delaware Overseas Equity
Fund Institutional Class for the six months ended April 30, 1999
(unaudited) were as follows:(1)
[Enlarge/Download Table]
Net asset value, beginning of period ............................................ $8.930
Income from investment operations:
Net investment income (loss) ............................................... 0.048
Net realized and unrealized gain (loss) on investments and foreign
currencies ............................................................. 0.992
------
Total from investment operations ........................................... 1.040
------
Less dividends and distributions:
Dividends from net investment income ....................................... (0.720)
Distributions from net realized gain on investments ........................ (1.370)
------
Total dividends and distributions .......................................... (2.090)
------
Net asset value, end of period .................................................. $7.880
======
Total return(2) ................................................................. 15.32%
Ratios and supplemental data:
Net assets, end of period (000 omitted) .................................... $84
Ratio of expenses to average net assets .................................... 1.55%(3)
Ratio of expenses to average net assets prior to expense limitation ........ 5.88%(3)
Ratio of net investment income (loss) to average net assets ................ 1.38%(3)
Ratio of net investment income (loss) to average net assets prior to
expense limitation ..................................................... (2.95%)(3)
Portfolio turnover ......................................................... 4%
----------------------------------------------------
(1) Ratios have been annualized and total return has not been annualized.
(2) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset
value and does not reflect the impact of a sales charge.
(3) Annualized.
November 23, 1999
Supplement to the Statement of Additional Information dated March 1, 1999
Delaware Group Adviser Funds
Delaware U.S. Growth Fund
Delaware Overseas Equity Fund
Delaware New Pacific Fund
(Class A * Class B * Class C * Institutional Class)
The following supplements the discussion concerning the Funds' financial
statements on the Cover Page and under the heading Financial Statements:
The financial statements for the most recent semi-annual period, the
notes relating thereto, and the financial highlights for the same
period, are incorporated by reference from the Funds' Semi-Annual
Report into this SAI. The Semi-Annual Report will accompany any request
for the SAI and can be obtained, without charge, by calling
800-523-1918.
Below are the average annual total return quotations for each Class of each Fund
through April 30, 1999. This information supplements and updates the information
appearing under the heading Performance Information. The annual return
quotations are calculated in the manner described in the SAI.
Average Annual Total Return (1)
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------------------------
Delaware Class A Class A (2) Class B Class B Class C Class C Institutional
U.S. Growth (2)(3) at NAV including excluding including excluding Class
Fund at offer (Inception CDSC CDSC (4) CDSC CDSC (Inception
(Inception 12/3/93) (Inception (Inception (Inception (Inception 2/3/94)
12/3/93) 3/29/94) 3/29/94) 5/23/94) 5/23/94)
-------------------------------------------------------------------------------------------------------------------------
1 year ended 7.25% 13.79% 7.90% 12.90% 12.39% 13.39% 14.12%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
3 years ended 22.65% 25.08% 23.52% 24.17% 24.33% 24.33% 25.46%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
5 years ended 20.18% 21.61% 20.63% 20.82% N/A N/A 21.99%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
Life of Fund 17.56% 18.85% 19.23% 19.33% 21.07% 21.07% 18.70%
-------------------------------------------------------------------------------------------------------------------------
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------------------------
Delaware Class A Class A (2) Class B Class B Class C Class C Institutional
Overseas (2)(3) at NAV including excluding including excluding Class
Equity Fund at offer (Inception CDSC CDSC (4) CDSC CDSC (Inception
(Inception 12/3/93) (Inception (Inception (Inception (Inception 2/3/94)
12/3/93) 3/29/94) 3/29/94) 5/10/94) 5/10/94)
-------------------------------------------------------------------------------------------------------------------------
1 year ended -8.90% -3.34% -7.69% -4.11% -4.83% -4.11% -3.12%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
3 years ended 0.47% 2.48% 1.14% 1.71% 1.71% 1.71% 2.77%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
3 years ended 3.63% 4.87% 3.88% 4.11% N/A N/A 4.95%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
Life of Fund 4.47% 5.62% 4.07% 4.18% 4.31% 4.31% 4.91%
-------------------------------------------------------------------------------------------------------------------------
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------------------------------------
Delaware Class A Class A (2) Class B Class B Class C Class C Institutional
New Pacific (2)(3) at NAV including excluding including excluding Class
Fund at offer (Inception CDSC CDSC (4) CDSC CDSC (Inception
(Inception 12/3/93) (Inception (Inception (Inception (Inception 2/3/94)
12/3/93) 3/29/94) 3/29/94) 7/7/94) 7/7/94)
-------------------------------------------------------------------------------------------------------------------------
1 year ended -6.64% -1.01% -6.56% -1.65% -2.67% -1.68% -0.66%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
3 years ended -17.30% -15.63% -17.00% -16.17% -16.25% -16.25% -15.23%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
5 years ended -10.09% -9.02% -9.93% -9.58% N/A N/A -8.62%
4/30/99
-------------------------------------------------------------------------------------------------------------------------
Life of Fund -9.32% -8.32% -8.82% -8.65% -9.55% -9.55% -10.06%
-------------------------------------------------------------------------------------------------------------------------
(1) The Manager has committed to waive a portion of its annual compensation or
pay expenses to limit the operating expenses of the Funds. See Investment
Management Agreements. In the absence of such waivers or payments,
performance would have been affected negatively.
(2) The 12b-1 fees payable by each Fund for Class A Shares were at a rate equal
to 0.35% of the average daily net assets. Beginning May 6, 1996, the
payments were set at 0.30%. Performance calculations for periods after May
6, 1996 reflect the lower 12b-1 fee rate.
(3) Effective November 2, 1998, the maximum front-end sales charge was
increased from 4.75% to 5.75%. The above performance figures are calculated
using 5.75% as the applicable sales charge for all time periods.
(4) Effective November 2, 1998, the CDSC schedule for Class B Shares is as
follows: (i) 5% if shares are redeemed within one year of purchase (ii) 4%
if shares are redeemed during the second year of purchase; (iii) 3% if
shares are redeemed during the third or fourth year following purchase;
(iv) 2% if shares are redeemed during the fifth year following purchase;
(v) 1% if shares are redeemed during the sixth year following purchase; and
(vi) 0% thereafter. The above performance figures are calculated using the
new applicable CDSC schedule.
-2-
Below are the cumulative total return quotations for each Class of each Fund
through April 30, 1999. This information supplements and updates the information
appearing under the heading Performance Information. The cumulative total return
quotations are calculated in the manner described in the SAI.
Cumulative Total Return (1)
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
Delaware U.S. Class A Class A (2) Class B Class B Class C Class C Institutional
Growth Fund (2)(3) at NAV including CDSC excluding including CDSC excluding Class
at offer (Inception (Inception CDSC (4) (Inception CDSC (Inception
(Inception 12/3/93) 3/29/94) (Inception 5/23/94) (Inception 2/3/94)
12/3/93) 3/29/94) 5/23/94)
---------------------------------------------------------------------------------------------------------------------------
3 months ended -5.46% 0.28% -4.85% 0.15% -0.86% 0.14% 0.34%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
6 months ended 17.80% 24.98% 19.54% 24.54% 23.60% 24.60% 25.19%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
9 months ended 9.12% 15.81% 10.09% 15.09% 14.52% 15.52% 16.01%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
1 year ended 7.25% 13.79% 7.90% 12.90% 12.39% 13.39% 14.12%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
3 years ended 84.49% 95.71% 88.46% 91.46% 92.19% 92.19% 97.46%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
5 years ended 150.71% 165.92% 155.41% 157.41% N/A N/A 170.16%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
Life of Fund 139.85% 154.48% 144.83% 145.83% 157.15% 157.15% 145.51%
---------------------------------------------------------------------------------------------------------------------------
-3-
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
Delaware Class A Class A (2) Class B Class B Class C Class C Institutional
Overseas Equity (2)(3) at NAV including CDSC excluding including CDSC excluding Class
Fund at offer (Inception (Inception CDSC (4) (Inception CDSC (Inception
(Inception 12/3/93) 3/29/94) (Inception 5/10/94) (Inception 2/3/94)
12/3/93) 3/29/94) 5/10/94)
---------------------------------------------------------------------------------------------------------------------------
3 months ended 9.41% 16.15% 10.99% 15.99% 15.13% 16.13% 16.40%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
6 months ended 8.36% 15.02% 10.35% 14.64% 13.88% 14.74% 15.32%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
9 months ended -0.34% 5.69% 1.27% 5.21% 4.40% 5.19% 6.06%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
1 year ended -8.90% -3.34% -7.69% -4.11% -4.83% -4.11% -3.12%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
3 years ended 1.41% 7.61% 3.45% 5.23% 5.20% 5.20% 8.54%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
5 years ended 19.52% 26.85% 20.96% 22.33% N/A N/A 27.32%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
Life of Fund 26.68% 34.40% 22.50% 23.19% 23.34% 23.34% 28.53%
---------------------------------------------------------------------------------------------------------------------------
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
Delaware New Class A Class A (2) Class B Class B Class C Class C Institutional
Pacific Fund (2)(3) at NAV including CDSC excluding including CDSC excluding Class
at offer (Inception (Inception CDSC (4) (Inception CDSC (Inception
(Inception 12/3/93) 3/29/94) (Inception 7/7/94) (Inception 2/3/94)
12/3/93) 3/29/94) 7/7/94)
---------------------------------------------------------------------------------------------------------------------------
3 months ended 13.87% 20.86% 15.57% 20.57% 19.41% 20.41% 20.76%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
6 months ended 21.61% 29.04% 23.33% 28.33% 27.35% 28.35% 29.00%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
9 months ended 20.12% 27.37% 21.70% 26.70% 25.68% 26.68% 27.64%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
1 year ended -6.64% -1.01% -6.56% -1.65% -2.67% -1.68% -0.66%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
-4-
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------------
Delaware New Class A Class A (2) Class B Class B Class C Class C Institutional
Pacific Fund (2)(3) at NAV including CDSC excluding including CDSC excluding Class
at offer (Inception (Inception CDSC (4) (Inception CDSC (Inception
(Inception 12/3/93) 3/29/94) (Inception 7/7/94) (Inception 2/3/94)
12/3/93) 3/29/94) 7/7/94)
---------------------------------------------------------------------------------------------------------------------------
3 years ended -43.43% -39.95% -42.81% -41.09% -41.25% -41.25% -39.09%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
5 years ended -41.24% -37.66% -40.71% -39.57% N/A N/A -36.28%
4/30/99
---------------------------------------------------------------------------------------------------------------------------
Life of Fund -41.07% -37.48% -37.50% -36.91% -38.32% -38.32% -42.63%
---------------------------------------------------------------------------------------------------------------------------
(1) The Manager has committed to waive a portion of its annual compensation or
pay expenses to limit the operating expenses of the Funds. See Investment
Management Agreements. In the absence of such waivers or payments,
performance would have been affected negatively.
(2) The 12b-1 fees payable by each Fund for Class A Shares were at a rate equal
to 0.35% of the average daily net assets. Beginning May 6, 1996, the
payments were set at 0.30%. Performance calculations for periods after May
6, 1996 reflect the lower 12b-1 fee rate.
(3) The maximum front-end sales charge was increased from 4.75% to 5.75%
effective November 2, 1998. The above performance figures are calculated
using 5.75% as the applicable sales charge for all time periods.
(4) Effective November 2, 1998, the CDSC schedule for Class B Shares is as
follows: (i) 5% if shares are redeemed within one year of purchase; (ii) 4%
if shares are redeemed during the second years of purchase; (iii) 3% if
shares are redeemed during the third or fourth year following purchase;
(iv) 2% if shares are redeemed during the fifth year following purchase;
(v) 1% if shares are redeemed during the sixth year following purchase; and
(vi) 0% thereafter. The above performance figures are calculated using the
new applicable CDSC schedule.
On November 23, 1999, Delaware Group Adviser Funds, Inc. was reorganized from a
Maryland corporation to a Delaware business trust named Delaware Group Adviser
Funds. Therefore, the discussion in the Capitalization portion of the General
Information section is amended as follows:
The term "Articles of Incorporation" shall be replaced with the term
"Agreement and Declaration of Trust."
The word "directors" shall be replaced with the word "trustees."
The first paragraph under the heading Capitalization, concerning the
organization of the Funds, shall be replaced by the following
paragraph:
The company was originally incorporated under the laws of Maryland on
August 12, 1993 under the name Lincoln Renaissance Funds, Inc. On
November 29, 1993, the name Lincoln Renaissance Funds, Inc. was changed
to Lincoln Advisor Funds, Inc. On May 6, 1996, the name was again
changed to Delaware Group Adviser Funds, Inc. On November 23, 1999, the
company completed a reorganization which changed its state and form of
organization from a Maryland corporation to a Delaware business trust
called Delaware Group Adviser Funds ("Adviser Funds"). Adviser Funds
and all of its series (the Funds) shall continue perpetually subject to
the provisions in the Agreement and Declaration of Trust concerning
termination by action of the shareholders or by the trustees by written
notice to the shareholders.
-5-
The first sentence of the second paragraph under the heading
Capitalization, concerning the authorized capital of the Funds, shall
be replaced by the following sentence:
Adviser Funds has an unlimited authorized number of shares of
beneficial interest with no par value, issued in separate series and
classes.
The defined term "Adviser Funds, Inc." shall be replaced with the term "Adviser
Funds" throughout the SAI.
-6-
PART C
------
Other Information
-----------------
Item 23. Exhibits
--------
(a) Agreement and Declaration of Trust.
(1) Agreement and Declaration of Trust (December 17, 1998) attached
as Exhibit.
(2) Certificate of Trust (December 17, 1998) attached as Exhibit.
(b) By-Laws. By-Laws (December 17, 1998) attached as Exhibit.
(c) Copies of All Instruments Defining the Rights of Holders.
(1) Agreement and Declaration of Trust. Articles III, V and VI of
Agreement and Declaration of Trust attached as Exhibit (a)(1).
(2) By-Laws. Article II of By-Laws attached as Exhibit (b).
(d) Investment Management Agreements and Sub-Advisory Agreements.
(1) Form of Investment Management Agreement (November 1999) between
Delaware Management Company and the Registrant on behalf of
each Fund attached as Exhibit.
(2) Form of Sub-Advisory Agreement (November 1999) between Delaware
Management Company and Lynch & Mayer, Inc. on behalf of
Delaware U.S. Growth Fund attached as Exhibit.
(3) Form of Sub-Advisory Agreement (November 1999) between Delaware
Management Company and Delaware International Advisers Ltd. on
behalf of Delaware Overseas Equity Fund attached as Exhibit.
(4) Form of Sub-Advisory Agreement (November 1999) between Delaware
Management Company and AIB Govett, Inc. on behalf of Delaware
New Pacific Fund (November 1999) attached as Exhibit.
(e) (1) Distribution Agreements. Form of Distribution Agreements
(November 1999) between Delaware Distributors, L.P. and the
Registrant on behalf of each Class incorporated into this
filing by reference to Post-Effective Amendment No. 4 filed
February 28, 1996.
(2) Administration and Service Agreement. Form of Administration
and Service Agreement (as amended November 1995) incorporated
into this filing by reference to Post-Effective Amendment No. 5
filed March 12, 1996.
(3) Dealer's Agreement. Form of Dealer's Agreement (as amended
November 1995) incorporated into this filing by reference to
Post-Effective Amendment No. 5 filed March 12, 1996.
(4) Form of Mutual Fund Agreement for the Delaware Group of Funds
(as amended November 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 5 filed March 12,
1996.
(f) Inapplicable.
(g) Custodian Agreements.
(1) Form of Custodian Agreement (November 1999) between The Chase
Manhattan Bank and the Registrant incorporated into this filing
by reference to Post-Effective Amendment No. 7 filed February
28, 1997 and Post-Effective Amendment No. 8 filed December
23, 1997.
(2) Form of Securities Lending Agreement (November 1999) between
The Chase Manhattan Bank and the Registrant incorporated into
this filing by reference to Post-Effective Amendment No. 7
filed February 28, 1997.
(h) Other Material Contracts.
(1) Form of Shareholders Services Agreement (November 1999) between
Delaware Service Company, Inc. and the Registrant incorporated
into this filing by reference to Post-Effective Amendment No. 4
filed February 28, 1996.
(2) Form of Fund Accounting Agreement (November 1999) between
Delaware Service Company, Inc. and the Registrant incorporated
into this filing by reference to Post-Effective Amendment No. 7
filed February 28, 1997.
(i) Legal Opinion. Attached as Exhibit
(j) Consent of Auditors. Attached as Exhibit.
(k) Inapplicable.
(l) Inapplicable.
(m) Plans under Rule 12b-1.
(1) Form of Plan under Rule 12b-1 for A Class (November 1999)
incorporated into this filing by reference to Post-Effective
Amendment No. 4 filed February 28, 1996.
(2) Form of Plan under Rule 12b-1 for B Class (November 1999)
incorporated into this filing by reference to Post-Effective
Amendment No. 4 filed February 28, 1996.
(3) Form of Plan under Rule 12b-1 for C Class (November 1999)
incorporated into this filing by reference to Post-Effective
Amendment No. 4 filed February 28, 1996.
(n) Inapplicable.
(o) Other: Trustees' Power of Attorney. Attached as Exhibit.
Item 24. Persons Controlled by or under Common Control with Registrant. None.
Item 25. Indemnification. Article VI of the By-Laws attached as Exhibit (b).
Item 26. Business and Other Connections of Investment Adviser.
(a) Delaware Management Company (the "Manager"), a series of Delaware
Management Business Trust serves as investment manager to the Registrant and
also serves as investment manager or sub-adviser to certain of the other funds
in the Delaware Investments family (Delaware Group Equity Funds I, Inc.,
Delaware Group Equity Funds II, Inc., Delaware Group Equity Funds III, Delaware
Group Equity Funds IV, Inc., Delaware Group Equity Funds V, Inc., Delaware Group
Government Fund, Delaware Group Income Funds, Delaware Group Limited-Term
Government Funds, Inc., Delaware Group Cash Reserve, Inc., Delaware Group
Tax-Free Fund, Delaware Group State Tax-Free Income Trust, Delaware Group
Tax-Free Money Fund, Delaware Group Premium Fund, Inc., Delaware Group Global &
International Funds, Inc., Delaware Pooled Trust, Inc., Delaware Group Dividend
and Income Fund, Inc., Delaware Group Global Dividend and Income Fund, Inc.,
Delaware Group Foundation Funds, Voyageur Tax-Free Funds, Voyageur Intermediate
Tax-Free Funds, Voyageur Insured Funds, Voyageur Funds, Inc., Voyageur
Investment Trust, Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur
Mutual Funds III, Inc., Voyageur Arizona Municipal Income Fund, Inc., Voyageur
Colorado Insured Municipal Income Fund, Inc., Voyageur Florida Insured Municipal
Income Fund, Voyageur Minnesota Municipal Fund, Inc., Voyageur Minnesota
Municipal Fund II, Inc. and Voyageur Minnesota Municipal Fund III, Inc.). In
addition, certain officers of the Manager also serve as directors/trustees of
the other funds in the Delaware Investments family, and certain officers are
also officers of these other funds. A company indirectly owned by the Manager's
indirect parent company acts as principal underwriter to the mutual funds in the
Delaware Investments family (see Item 27 below) and another such company acts as
the shareholder services, dividend disbursing, accounting servicing and transfer
agent for all of the mutual funds in the Delaware Investments family.
Information regarding the officers and directors of the Manger and the positions
they have held with the Registrant during the past two fiscal years is
incorporated into this filing by reference to Post-Effective Amendment No. 22 to
the Registration Statement of Delaware Group Global & International Funds filed
November , 1999.
(b) Business and Other Connections of Sub-Investment Advisers
(1) Lynch & Mayer, Inc. serves as sub-investment adviser to
U.S. Growth Fund. The directors and officers of Lynch & Mayer, Inc. are listed
below. Unless otherwise indicated, the address of each person is 350 Park
Avenue, New York, New York 10022.
[Enlarge/Download Table]
Name Positions and Offices with Lynch & Mayer, Inc. and other Positions Held
---- -----------------------------------------------------------------------
Francis J. Houghton, Jr. President and Director
Vice President of Lynch & Mayer Securities Corp, New York, NY.
[Enlarge/Download Table]
Name Positions and Offices with Lynch & Mayer, Inc. and other Positions Held
---- -----------------------------------------------------------------------
David K. Downes* Executive Vice President/Chief Operating Officer/Chief Financial Officer
Chief Operating Officer of Lincoln National Investment Companies, Inc.;
Director of Delaware International Advisers Ltd.; President, Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer and
Director/Trustee of the Registrant and each of the other investment
companies in the Delaware Investments family; President and Director of
Delaware Management Company, Inc.; President of Delaware Management
Company (a series of Delaware Management Business Trust); President,
Chief Executive Officer and Director of Delaware Capital Management,
Inc.; Chairman, President, Chief Executive Officer and Director of
Delaware Service Company, Inc.; President, Chief Operating Officer, Chief
Financial Officer and Director of Delaware International Holdings Ltd.;
Chairman and Director of Delaware Management Trust Company and Retirement
Financial Services, Inc.; Executive Vice President, Chief Operating
Officer, Chief Financial Officer of Delaware Management Holdings, Inc.,
Founders CBO Corporation, Delaware Investment Advisers (a series of
Delaware Management Business Trust) and Delaware Distributors, L.P.;
Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of DMH Corp., Delaware Distributors, Inc., Founders
Holdings, Inc. and Delvoy, Inc.; Executive Vice President and Trustee of
Delaware Management Business Trust; Chief Executive Officer and Director
of Forewarn, Inc., Newtown Square, PA
Richard J. Flannery* Executive Vice President/General Counsel
Director of Delaware International Advisers Ltd.; Executive Vice
President/General Counsel of the Registrant and each of the other
investment companies in the Delaware Investments family, Delaware
Management Holdings, Inc., Delaware Distributors, L.P., Delaware
Management Company (a series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of Delaware Management Business
Trust) and Founders CBO Corporation; Executive Vice President/General
Counsel and Director of Delaware International Holdings Ltd., Founders
Holdings, Inc., Delvoy, Inc., DMH Corp., Delaware Management Company,
Inc., Delaware Service Company, Inc., Delaware Capital Management, Inc.,
Retirement Financial Services, Inc., Delaware Distributors, Inc. and
Delaware Management Trust Company.; Executive Vice President and Trustee
of Delaware Management Business Trust; Director of HYPPCO Finance Company
Ltd. Limited Partner of Stonewall Links, L.P., Elverton, PA; Director and
Member of Executive Committee of Stonewall Links, Inc., Elverton, PA
Robert J. DiBraccio* Senior Vice President/Head Trader
Senior Vice President/Head of Equity Trading of Delaware Management
Company (a series of Delaware Management Business Trust); Senior Vice
President/Head of Equity Trading of Delaware Investment Advisers (a
series of Delaware Management Business Trust); Senior Vice President/Head
of Equity Trading of Delaware Capital Management, Inc.
[Enlarge/Download Table]
Name Positions and Offices with Lynch & Mayer, Inc. and other Positions Held
---- -----------------------------------------------------------------------
Rufus R. Winton Senior Vice President
Joseph H. Hastings* Senior Vice President/Treasurer/Corporate Controller
Senior Vice President/Corporate Controller and Treasurer of Delaware
Management Holdings, Inc., DMH Corp., Delvoy , Inc., Delaware Management
Company, Inc., Delaware Management Business Trust, Delaware Management
Company (a series of Delaware Management Business Trust), Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware Capital Management, Inc., Delaware International
Holdings Ltd., Founders Holdings, Inc. and Delaware Management Business
Trust; Senior Vice President/Corporate Controller of the Registrant and
each of the other investment companies in the Delaware Investments family
and Delaware Investment Advisers (a series of Delaware Management
Business Trust); Executive Vice President/Chief Financial
Officer/Treasurer of Delaware Management Trust Company; Senior Vice
President/Assistant Treasurer of Founders CBO Corporation; Chief
Financial Officer of Retirement Financial Services, Inc.
Robert D. Schwartz Vice President/Portfolio Manager
Registered Representative of Lynch & Mayer Securities Corp, New York, NY
*Business address is 1818 Market Street, Philadelphia, PA
19103.
(2) Delaware International Advisers Ltd. ("Delaware
International") serves as sub-investment adviser to Delaware Overseas Equity
Fund of the Registrant and also serves as investment manager or sub-investment
adviser to certain of the other funds in the Delaware Investments family
(Delaware Group Global Dividend and Income Fund, Inc., Delaware Group Global &
International Funds, Inc., Delaware Pooled Trust, Inc. and Delaware Group
Premium Fund, Inc.) and other institutional accounts. Information regarding the
officers and directors of Delaware International and the positions they have
held with the Registrant during the past two fiscal years is incorporated into
this filing by reference to Post-Effective Amendment No. 22 to the Registration
Statement of Delaware Group Global & International Funds filed November 22,
1999.
(3) AIB Govett, Inc. serves as sub-investment adviser to New
Pacific Fund. The directors and officers of AIB Govett, Inc., a wholly-owned
subsidiary of AIB Asset Management Holdings Ltd., are listed below. Unless
otherwise indicated, the address of each person is 250 Montgomery Street, Suite
1200, San Francisco, CA 94104.
[Enlarge/Download Table]
Name Positions and Offices with AIB Govett, Inc.
---- -------------------------------------------
Kevin J.T. Pakenham Chairman
Chief Executive Officer and Chairman of AIB Govett Asset Management
Limited; Chairman of AIB Asset Management Holding Limited, London SE1 2HR
Keith E. Mitchell President
Director - Member of the Board of AIB Asset Management Holding Limited,
London SE1 2HR
[Enlarge/Download Table]
Name Positions and Offices with AIB Govett, Inc.
---- -------------------------------------------
Eileen M. Fitzpatrick Chief Investment Officer
Investment Director of AIB Investment Managers Limited
Colm E. Doherty Director
Head of Investment Banking, AIB Capital Markets, AIB International
Centre, IFSC, Dublin 1
Maurice Harte Director
Managing Director of AIB Investment Managers Limited
Brian M. Lee Director
Managing Director - Operations of AIB Govett Asset Management Limited,
London SE1 2HR
Colin J. Kreidenwolf Senior Vice President/Treasurer
Associate Director of AIB Govett Asset Management Limited, London SE1 2HR
James L. Cook Senior Vice President
Paul Niednagel Senior Vice President
Susan Marshall Vice President
John W. Murray Joint Chief Investment Officer
Managing Director of AIB Govett Asset Management Limited, London SE1 2HR
Jane Pickard Portfolio Manager
Fund Manager of AIB Govett Asset Management Limited, London SE1 2HR
Rachel Maunder Portfolio Manager
Director of AIB Govett Asset Management Limited, London SE1 2HR
Catherine MacGregor Compliance Officer
Item 27. Principal Underwriters.
(a) Delaware Distributors, L.P. serves as principal underwriter for all
the mutual funds in the Delaware Investments family.
(b) Information with respect to each director, officer or partner of
principal underwriter is incorporated into this filing by reference
to Post-Effective Amendment No. 22 to the Registration Statement of
Delaware Group Global & International Funds filed November 22,
1999.
(c) Not Applicable.
Item 28. Location of Accounts and Records.
(a) Delaware Group Adviser Funds, Inc. (Declaration of Trust and
By-Laws)
One Commerce Square
Philadelphia, PA 19103
(b) Delaware Management Company (with respect to their services as
investment adviser)
One Commerce Square
Philadelphia, PA 19103
(c) The Chase Manhattan Bank (with respect to their services as
custodian)
4 Chase Metrotech Center
Brooklyn, NY 11245
(d) Delaware Distributors, L.P. (with respect to their services as
distributor)
1818 Market Street
Philadelphia, PA 19103
(e) Delaware Service Company, Inc. (with respect to their services as
shareholder services agent)
1818 Market Street
Philadelphia, PA 19103
(f) Lynch & Mayer, Inc. (with respect to their services as sub-adviser)
350 Park Avenue
New York, NY 10022
(g) Delaware International Advisers Ltd. (with respect to their
services as sub-adviser)
Third Floor
80 Cheapside
London, England EC2V 6EE
(h) AIB Govett, Inc. (with respect to their services as sub-adviser)
250 Montgomery Street,
Suite 1200
San Francisco, CA 94104
Item 29. Management Services. None.
Item 30. Undertakings. Inapplicable.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on
this 18th day of November, 1999.
DELAWARE GROUP ADVISER FUNDS
By /s/ David K. Downes
--------------------------------------
David K. Downes
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
[Enlarge/Download Table]
Signature Title Date
--------- ----- ----
President/Chief Executive Officer
Chief Operating Officer/Chief
Financial Officer
/s/ David K. Downes (Principal Executive Officer, Principal
------------------------------ Financial Officer and Principal
David K. Downes Accounting Officer) and Trustee November 18, 1999
/s/ Wayne A. Stork Trustee November 18, 1999
-----------------------------
Wayne A. Stork
/s/ Walter P. Babich * Trustee November 18, 1999
-----------------------------
Walter P. Babich
/s/ John H. Durham * Trustee November 18, 1999
-----------------------------
John H. Durham
/s/ Anthony D. Knerr * Trustee November 18, 1999
-----------------------------
Anthony D. Knerr
/s/ Ann R. Leven * Trustee November 18, 1999
-----------------------------
Ann R. Leven
/s/ Thomas F. Madison * Trustee November 18, 1999
-----------------------------
Thomas F. Madison
/s/ Charles E. Peck * Trustee November 18, 1999
-----------------------------
Charles E. Peck
/s/ Jan L. Yeomans * Trustee November 18, 1999
-----------------------------
Jan L. Yeomans
*By /s/ David K. Downes
--------------------------------------
David K. Downes
as Attorney-in-Fact for
each of the persons indicated
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
EX-99.A1 Agreement and Declaration of Trust (December 17, 1998)
EX-99.A2 Certificate of Trust (December 17, 1998)
EX-99.B By-Laws
EX-99.D1 Form of Investment Management Agreement (November 1999) between
Delaware Management Company and the Registrant on behalf of each
Fund
EX-99.D2 Form of Sub-Advisory Agreement (November 1999) between Delaware
Management Company and Lynch & Mayer, Inc. on behalf of Delaware
U.S. Growth Fund
EX-99.D3 Form of Sub-Advisory Agreement (November 1999) between Delaware
Management Company and Delaware International Advisers Ltd. on
behalf of Delaware Overseas Equity Fund
EX-99.D4 Form of Sub-Advisory Agreement (November 1999) between Delaware
Management Company and AIB Govett, Inc. on behalf of Delaware New
Pacific Fund (November 1999)
EX-99.I Legal Opinion
EX-99.J Consent of Auditors
EX-99.O Trustees Power of Attorney
Dates Referenced Herein and Documents Incorporated by Reference
9 Subsequent Filings that Reference this Filing
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