SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______ )
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Delaware Pooled Trust
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(Name of Registrant as Specified in Its Charter)
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DELAWARE POOLED TRUST
THE ALL-CAP GROWTH EQUITY PORTFOLIO
2005 MARKET STREET
PHILADELPHIA, PA 19103
INFORMATION STATEMENT
This Information Statement is being furnished on behalf of the Board of
Trustees ("Trustees" or "Board") of Delaware Pooled Trust (the "Trust") to
inform shareholders of The All-Cap Growth Equity Portfolio (the "Portfolio")
about recent changes regarding the repositioning of the Portfolio's investment
strategy. These changes were approved by the Board and majority shareholders of
the Delaware Pooled Trust on the recommendation of the Portfolio's investment
adviser, Delaware Management Company ("DMC"), and the Portfolio's distributor,
Delaware Distributors, L.P. ("DDLP", together with DMC, "Management"). WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about February 12, 2008 to
shareholders of record of the Portfolio as of February 26, 2008.
INTRODUCTION
Upon the recommendation of Management, the Board of the Delaware Pooled
Trust has approved the repositioning of The All-Cap Growth Equity Portfolio. In
connection with the repositioning, the Board has approved several changes to the
Portfolio, including: (i) modifying the Portfolio's investment strategy to
permit the Portfolio to invest in a concentrated, non-diversified portfolio of
typically 20 or fewer names; (ii) changing the Portfolio's sub-classification
from a diversified fund to a non-diversified fund to accommodate this strategy;
and (iii) changing the name of the Portfolio to "The Select 20 Portfolio" to
reflect the new strategy. The Portfolio's investment objective, which is to seek
long term capital appreciation, and its investment process will not change. The
Portfolio's change in sub-classification from diversified to non-diversified
must be approved by shareholders. The Portfolio's two shareholders have
consented to this change.
CHANGING THE PORTFOLIO'S SUB-CLASSIFICATION FROM
DIVERSIFIED TO NON-DIVERSIFIED
The Board has adopted, with the consent of the majority shareholders, the
recommendation of Management that the Portfolio's sub-classification be changed
from "diversified" to "non-diversified." Management requested this change to
permit DMC's Focus Growth Equity Team, which manages the Portfolio (the "Team"),
to seek to take greater advantage of its bottom-up approach to investing by
making larger investments in a fewer number of stocks that the Team believes
offer the greatest potential return over the market. To fully implement this
concentrated approach to investing, the Portfolio must operate as a
non-diversified fund.
The Portfolio is a series of an investment management company that is
subject to regulation under the Investment Company Act of 1940 (the "1940 Act").
The 1940 Act requires the Portfolio to determine and disclose to shareholders
whether it is classified as a "diversified" or a "non-diversified" investment
company. The Portfolio was previously classified as "diversified" under Section
5(b)(1) of the 1940 Act, which means that there were limits on the amount it
could invest in any single issuer. More particularly, Rule 5(b)(1) states that,
with respect to 75% of its assets, a fund may not invest in a security if, as a
result of such investment (at the time of purchase) more than 5% of its assets
would be invested in securities of any one issuer. In addition, the Rule
mandates that, with respect to 75% of its assets, a fund may not hold more than
10% of the outstanding voting securities of any one issuer. These restrictions
do not apply to U.S. government securities or securities of other investment
companies.
As a result of the change in its classification to "non-diversified," the
Portfolio will no longer be subject to the diversification limits described
above and will be permitted to invest a higher percentage of its assets in the
securities of a particular issuer than was previously permissible. This
flexibility will provide the current or future portfolio managers of the
Portfolio with the ability to take larger investment positions in companies that
are consistent with the Portfolio's investment objective. Management believes
that this increased flexibility may benefit the Portfolio's investment
performance by permitting it to take positions in certain stocks beyond those
previously permitted under the Portfolio's prior diversification policy.
However, there can be no assurance that the change in the Portfolio's
sub-classification to "non-diversified" will result in enhanced investment
performance.
In addition, the investment risk of the Portfolio may increase and an
investment in the non-diversified Portfolio may, under certain circumstances,
present greater risk to an investor than an investment in a diversified
investment company. This risk includes greater exposure to potential poor
earnings results or defaults than would be the case for a more diversified
portfolio, which could result in greater net asset value volatility for the
Portfolio and an increase in the risk of loss of net asset value, and therefore
the value of your investment.
Although the Portfolio will no longer be subject to the diversification
limits under Section 5(b)(1) of the 1940 Act, it must still adhere to certain
federal tax diversification requirements. For purposes of Subchapter M of the
Internal Revenue Code of 1986, as amended, the Portfolio will continue to
operate as a "regulated investment company." As such, it must meet certain other
diversification requirements, including the requirement that, at the end of each
tax year quarter, at least 50% of the market value of its total assets must be
invested in cash, cash equivalents, U.S. government securities and securities of
issuers (including foreign governments), in which it has invested not more than
5% of its assets. The Portfolio will further be limited in its purchases of
voting securities of any issuer and may invest no more than 25% of the value of
its total assets in securities (other than U.S. government securities) of any
one issuer or of two or more issuers that the Portfolio controls and are engaged
in the same, similar or related trades or businesses.
While investing a larger portion of the Portfolio's assets in fewer issuers
may prove beneficial when such companies outperform the market, larger
investments in fewer issuers will also magnify any negative performance by such
companies. In general, the Portfolio's net asset value may become more volatile.
RECORD OF BENEFICIAL OWNERSHIP
As of February 12, 2008, the following entities held more than 5% of the
Portfolio's outstanding shares:
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Shareholder Percentage of Shares held
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Lincoln National Life Insurance Co. 76.8%
1300 S. Clinton Street
Fort Wayne, IN 46802-3506
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Van Harte-Smith Family Revocable Trust
70 Club Drive
San Carlos, CA 94070-1647 23.2%
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Lincoln National Life Insurance Co. holds the power to vote more than 25%
of the Portfolio's voting securities and thus under the 1940 Act is considered
to "control" the Portfolio. As a control person of the Portfolio, Lincoln
National Life Insurance Co. may possess the ability to control the outcome of
matters submitted to the vote of shareholders.
Also, as of February 12, 2008, the directors and executive officers of the
VP Funds, both individually and as a group, owned less than 1% of the Fund's
outstanding shares.
GENERAL INFORMATION
Investment Adviser
DMC, a series of Delaware Management Business Trust, furnishes investment
advisory services to the Portfolio pursuant to an investment advisory agreement
between the Trust, on behalf of the Portfolio, and DMC. DMC is an indirect
subsidiary of Delaware Management Holdings, Inc. ("DMH"). DMH and DMC are
indirect subsidiaries, and subject to the ultimate control, of Lincoln National
Corporation (Lincoln National). Lincoln National, with headquarters in
Philadelphia, Pennsylvania is a diversified organization with operations many
aspects of the financial services industry, including insurance and investment
management. DMC's address is 2005 Market Street, Philadelphia, PA 19103-7094.
Distributor
DDLP, 2005 Market Street, Philadelphia, PA 19103-7094, serves as the
Distributor of the shares of the Portfolio. Under its Distribution Agreement
with the Trust on behalf of the Portfolio, DDLP sells shares of the Portfolio on
a continuous basis upon the terms and at the current offering price described in
this Prospectus. DDLP is not obligated to sell any certain number of shares of
the Fund. DDLP is an indirect, wholly owned subsidiary of DMH.
Administrator
Delaware Service Company, Inc. ("DSC"), located at 2005 Market Street,
Philadelphia, PA 19103-7094, serves as the Trust's shareholder servicing,
dividend disbursing and transfer agent. DSC provides fund accounting and
financial administration oversight services to the Portfolio. Those services
include overseeing the Portfolio's pricing process, the calculation and payment
of fund expenses, and financial reporting in shareholder reports, registration
statements and other regulatory filings. Additionally, DSC manages the process
for the payment of dividends and distributions and the dissemination of Fund net
asset values and performance data. DSC is an affiliate of DMC, and is a
subsidiary of DMH and, therefore, of Lincoln National.
Mellon Bank, N.A. ("Mellon"), One Mellon Center, Pittsburgh PA 15258,
provides fund accounting and financial administration services to the Portfolio.
Those services include performing functions related to calculating the
Portfolio's net asset value and providing financial reporting information,
regulatory compliance testing and other related accounting services.
FINANCIAL INFORMATION
Shareholders can obtain a copy of the Trust's most recent Annual Report and
any Semi-Annual Report following the Annual Report, without charge, by writing
to Client Services, Delaware Pooled Trust, 2005 Market Street, Philadelphia, PA
19103 or by calling the Delaware Pooled Trust toll-free at 1-800-231-8002.
