DELAWARE GROUP CASH RESERVE INC, 485BPOS, 1995-11-20

DELAWARE GROUP CASH RESERVE INC
485BPOS, 1995-11-20

Previous: VANGUARD MUNICIPAL BOND FUND INC, 497, 1995-11-20

Next: ENCORE GROUP INC, PRE 14A, 1995-11-20

<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

File No. 2-60770

-----
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
-----

-----
Pre-Effective Amendment No.
----- -----

-----
Post-Effective Amendment No. 39 X
------ -----

AND

-----
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-----

Amendment No. 39
-----

DELAWARE GROUP CASH RESERVE, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1818 Market Street, Philadelphia, Pennsylvania 19103
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (215) 751-2923
--------------

George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Public Offering: November 29, 1995
-----------------

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
-------

X on November 29, 1995 pursuant to paragraph (b)
-------

60 days after filing pursuant to paragraph (a)(1)
-------

on (date) pursuant to paragraph (a)(1)
-------

75 days after filing pursuant to paragraph (a)(2)
-------

on (date) pursuant to paragraph (a)(2) of Rule 485
-------

Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's 24f-2 Notice
for its most recent fiscal year was filed on May 25, 1995.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

--- C O N T E N T S ---

This Post-Effective Amendment No. 39 to Registration File No. 2-60770
includes the following:

1. Facing Page

2. Contents Page

3. Cross-Reference Sheet

4. Part A - Prospectuses and Supplements*

5. Part B - Statement of Additional Information

6. Part C - Other Information

7. Signatures

* The Delaware Cash Reserve A Class' and Delaware Cash Reserve Consultant
Class' Prospectuses dated May 30, 1995, are incorporated into this filing
by reference to the electronic filings of those Prospectuses made pursuant
to Rule 485(b) on May 30, 1995. The Supplements to those Prospectuses
dated July 1, 1995 that were filed with the Commission on July 7, 1995
pursuant to Rule 497(e) are not incorporated by reference into this
filing. Those Supplements will be superseded by the Supplements included
with this filing as of the effective date of this filing.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

CROSS-REFERENCE SHEET*
----------------------

PART A**
--------
<TABLE>
<CAPTION>

Location in
Item No. Description Prospectuses
- -------- ----------- ------------
<S> <C> <C> <C>
A Class B Class/ Consultant
C Class Class

1 Cover Page............................................... Cover Cover Cover

2 Synopsis................................................. Synopsis, Synopsis, Synopsis,
Summary of Summary of Summary of
Expenses Expenses Expenses

3 Condensed Financial Information.......................... Financial Financial Financial
Highlights Highlights Highlights

4 General Description of Registrant ....................... Investment Investment Investment
Objective Objective Objective
and Policy, and Policy, and Policy,
Shares Shares Shares

5 Management of the Fund .................................. Management Management Management
of the Fund of the Fund of the Fund

</TABLE>

* This filing relates to Registrant's Delaware Cash Reserve A Class, Delaware
Cash Reserve B Class, Delaware Cash Reserve C Class and Delaware Cash Reserve
Consultant Class. There are separate prospectuses for each of the Delaware
Cash Reserve A Class and Delaware Cash Reserve Consultant Class and a
combined prospectus for the Delaware Cash Reserve B Class and Delaware Cash
Reserve C Class. The four classes have a common Part B and Part C.

** Each of the Delaware Cash Reserve A Class' and Delaware Cash Reserve
Consultant Class' Prospectuses dated May 30, 1995, are incorporated into this
filing by reference to the electronic filings of those Prospectuses made
pursuant to Rule 485(b) on May 30, 1995. The Supplements to those
Prospectuses dated July 1, 1995 that were filed with the Commission on July
7, 1995 pursuant to Rule 497(e) are not incorporated by reference. Those
Supplements will be superseded by the Supplements included with this filing
as of the effective date of this filing.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

CROSS-REFERENCE SHEET*
---------------------

PART A**
------
(Continued)
<TABLE>
<CAPTION>

Location in
Item No. Description Prospectuses
- -------- ----------- -------------
<S> <C> <C> <C>
A Class B Class/ Consultant
C Class Class

6 Capital Stock and Other Securities ...................... Delaware Delaware Delaware
Difference, Difference, Difference,
Dividends Dividends Dividends
and and and
Distributions, Distributions, Distributions,
Taxes, Taxes, Taxes,
Shares Shares Shares

7 Purchase of Securities Being Offered..................... Cover, Cover, Cover,
Buying Buying Buying
Shares, Shares, Shares,
Net Asset Net Asset Net Asset
Value Per Value Per Value Per
Share, Share, Share,
Management Management Management
of the Fund of the Fund of the Fund

8 Redemption or Repurchase................................. Buying Buying Buying
Shares, Shares, Shares,
Redemption Redemption Redemption
and and and
Exchange Exchange Exchange

9 Pending Legal Proceedings................................ None None None

</TABLE>

<PAGE>
Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

CROSS REFERENCE SHEET
---------------------

PART B
------
<TABLE>
<CAPTION>

Location in Statement
Item No. Description of Additional Information
- -------- ----------- --------------------------
<S> <C> <C>
10 Cover Page............................................. Cover
11 Table of Contents...................................... Table of Contents

12 General Information and History........................ General Information

13 Investment Objectives and Policies..................... Investment Objective
and Policy

14 Management of the Registrant........................... Officers and Directors

15 Control Persons and Principal Holders of Securities Officers and Directors

16 Investment Advisory and Other Services................. Plans Under Rule 12b-1
for the Consultant Class
Shares and the Class B
Shares (under Purchasing
Shares), Investment
Management Agreement,
Officers and Directors,
General Information,
Financial Statements

17 Brokerage Allocation................................... Trading Practices

18 Capital Stock and Other Securities..................... Capitalization and
Noncumulative Voting
(under General
Information)

19 Purchase, Redemption and Pricing of Securities
Being Offered.......................................... Purchasing Shares,
Offering Price,
Redemption,
Exchange Privilege

20 Tax Status............................................. Taxes

21 Underwriters .......................................... Purchasing Shares

22 Calculation of Performance Data........................ Performance Information

23 Financial Statements................................... Financial Statements

</TABLE>
<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

CROSS REFERENCE SHEET
---------------------

PART C
------
<TABLE>
<CAPTION>

Location in
Item No. Description Part C
- -------- ----------- ------------
<S> <C> <C>

24 Financial Statements and Exhibits..................................... Item 24

25 Persons Controlled by or under Common
Control with Registrant............................................ Item 25

26 Number of Holders of Securities....................................... Item 26

27 Indemnification....................................................... Item 27

28 Business and Other Connections of Investment Adviser.................. Item 28

29 Principal Underwriters................................................ Item 29

30 Location of Accounts and Records...................................... Item 30

31 Management Services................................................... Item 31

32 Undertakings.......................................................... Item 32
</TABLE>
<PAGE>

DELAWARE CASH RESERVE
B CLASS SHARES PROSPECTUS
C CLASS SHARES November 29, 1995
- ------------------------------------------------------------------------------

1818 Market Street, Philadelphia, PA 19103

For Prospectus and Performance: Nationwide 800-523-4640,

Information on Existing Accounts: (SHAREHOLDERS ONLY)
Nationwide 800-523-1918

Dealer Services: (BROKER/DEALERS ONLY)
Nationwide 800-362-7500

This Prospectus describes the Delaware Cash Reserve B Class of shares
(the "Class B Shares") and the Delaware Cash Reserve C Class of Shares (the
"Class C Shares") (collectively, the "Classes") of Delaware Group Cash Reserve,
Inc. (the "Fund"). Class B Shares and Class C Shares are available for sale
through brokers, financial institutions and other entities which have a dealer
agreement with the Fund's Distributor or a service agreement with the Fund.
Class B Shares are subject to a contingent deferred sales charge ("CDSC") which
may be imposed on redemptions made within six years of purchase and annual 12b-1
Plan expenses which will be assessed against the shares for approximately eight
years after purchase. See Automatic Conversion of Class B Shares under Buying
Shares. Class C Shares are subject to a CDSC which may be imposed upon
redemptions made within twelve months of purchase and annual 12b-1 plan expenses
which will be assessed against the shares for the life of the investment. There
is no front-end sales charge imposed upon purchases of Class B Shares or Class C
Shares. See Summary of Expenses.
The Fund is a professionally-managed mutual fund seeking maximum
current income while preserving principal and maintaining liquidity. The Fund is
a money market fund and intends to achieve its objective by investing its assets
in a diversified portfolio of money market instruments.
This Prospectus relates only to the Classes listed above and sets forth
information that you should read and consider before you invest. Please retain
it for future reference. Part B of the Fund's registration statement, dated
November 29, 1995, as it may be amended from time to time, contains additional
information about the Fund and has been filed with the Securities and Exchange
Commission. Part B is incorporated by reference into this Prospectus and is
available, without charge, by writing to Delaware Distributors, L.P. at the
above address or by calling the above numbers. The Fund's financial statements
appear in its Annual Report for the fiscal year ended March 31, 1995, which will
accompany each response to requests for Part B.
The Fund also offers the Delaware Cash Reserve A Class of shares (the
"Class A Shares") and the Delaware Cash Reserve Consultant Class of shares (the
"Consultant Class Shares"). Class A Shares can be purchased directly from the
Fund or its Distributor, and have no front-end sales charge, CDSC or annual
12b-1 Plan expenses. Consultant Class Shares are available for purchase through
brokers, financial institutions and other entities which have a dealer agreement
with the Fund's Distributor or a service agreement with the Fund, and have no
front-end sales charge or CDSC; such shares, however, are subject to annual
12b-1 Plan expenses which will be assessed against the shares for the life of
the investment. Prospectuses for Class A Shares and Consultant Class Shares can
be obtained by writing to Delaware Distributors, L.P. at the above address or by
calling the above numbers.
Because the Fund offers four classes of shares, an investor is able to
choose the method of purchasing shares that is most suitable for his or her
needs. In choosing the most suitable Class, an investor should consider the
differences among the four classes, including the effect of a CDSC and 12b-1
Plan expenses, given the amount of the purchase, the length of time the investor
expects to hold the shares and other circumstances. Generally, the Fund's Class
B Shares should be purchased only in conjunction with an investment program
involving other funds which offer Class B Shares. Likewise, the Fund's Class C

-1-
<PAGE>

Shares should be purchased only in conjunction with an investment program
involving other funds which offer Class C Shares. See Suitability under
Investment Objective and Policy and Class B Funds and Class C Funds under Buying
Shares. Class A Shares or Consultant Class Shares of the Fund are appropriate
for investors seeking a taxable money market investment not involving such a
program. See Suitability under Investment Objective and Policy and Class A
Shares and Consultant Class Shares under Buying Shares.

-2-
<PAGE>

TABLE OF CONTENTS

Cover Page Retirement Planning
Synopsis Buying Shares
Summary of Expenses Redemption and Exchange
Financial Highlights Dividends and Distributions
Investment Objective and Policy Taxes
Suitability Net Asset Value Per Share
Investment Strategy Management of the Fund
The Delaware Difference
Plans and Services

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING INVESTMENTS. MUTUAL FUNDS
CAN BE A VALUABLE PART OF YOUR FINANCIAL PLAN; HOWEVER, SHARES OF THE FUND ARE
NOT FDIC OR NCUSIF INSURED, ARE NOT GUARANTEED BY ANY BANK OR ANY CREDIT UNION,
ARE NOT OBLIGATIONS OF ANY BANK OR ANY CREDIT UNION, AND INVOLVE INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. SHARES OF THE FUND ARE NOT BANK
OR CREDIT UNION DEPOSITS.

-3-
<PAGE>

SYNOPSIS

Capitalization

The Fund offers four classes of shares: Class A Shares, Class B Shares,
Class C Shares and Consultant Class Shares. The Fund has a present authorized
capitalization of ten billion shares of common stock with a $.001 par value per
share. Of these shares, two billion shares have been allocated to the Class A
Shares, two billion shares have been allocated to the Class B Shares; two
billion shares have been allocated to the Class C Shares; and five hundred
million shares have been allocated to the Consultant Class Shares. See Shares
under Management of the Fund.

Investment Manager, Distributor and Service Agent
Delaware Management Company, Inc. (the "Manager") is the investment
manager for the Fund. The Manager or its affiliate, Delaware International
Advisers Ltd., also manages the other funds in the Delaware Group. Delaware
Distributors, L.P. (the "Distributor") is the national distributor for the Fund
and for all of the other mutual funds in the Delaware Group. Delaware Service
Company, Inc. (the "Transfer Agent") is the shareholder servicing, dividend
disbursing and transfer agent for the Fund and for all of the other mutual funds
in the Delaware Group. See Management of the Fund.

Sales Charges
Class B Shares and Class C Shares are available at net asset value,
without a front-end sales charge. Class B Shares are subject to a CDSC of: (i)
4% if shares are redeemed within two years of purchase; (ii) 3% if shares are
redeemed during the third or fourth year following purchase; (iii) 2% if shares
are redeemed during the fifth year following purchase; and (iv) 1% if shares are
redeemed during the sixth year following purchase. Class B Shares are also
subject to annual 12b-1 Plan expenses which are assessed against such shares for
approximately eight years after purchase. See Automatic Conversion of Class B
Shares under Buying Shares. Class C Shares are subject to a CDSC of 1% if shares
are redeemed within twelve months of purchase and are subject to annual 12b-1
Plan expenses which are assessed against such shares for the life of the
investment. See Buying Shares and Distribution (12b-1) and Service under
Management of the Fund.

Purchase Amounts
Generally, the minimum initial investment is $1,000 for Class B Shares
and Class C Shares. Subsequent investments generally must be at least $100.
Class B Shares are subject to a maximum purchase limitation of $250,000. For
Class C Shares, each purchase must be in an amount that is less than $1,000,000.
An investor may exceed the maximum purchase limitations for Class B Shares and
Class C Shares by making cumulative purchases over a period of time. The minimum
and maximum purchase amounts for retirement plans may vary. See Buying Shares.

Investment Objective
The objective of the Fund is to seek maximum current income while
preserving principal and maintaining liquidity. The Fund seeks to achieve its
objective by investing its assets in a diversified portfolio of money market
instruments. For further details, see Investment Objective and Policy.

-4-
<PAGE>

Open-End Investment Company

The Fund was originally created in 1977, organized as a Pennsylvania
business trust in 1983 and reorganized as a Maryland corporation in 1990. The
Fund is an open-end management investment company and its portfolio of assets is
diversified as defined by the Investment Company Act of 1940 (the "1940 Act").
See Shares under Management of the Fund.

Investment Management Fees
The Manager furnishes investment management services to the Fund,
subject to the supervision and direction of the Board of Directors. Under the
Investment Management Agreement, the annual compensation paid to the Manager is
equal to .5% on the first $500 million of average daily net assets of the Fund,
.475% on the next $250 million, .45% on the next $250 million, .425% on the next
$250 million, .375% on the next $250 million, .325% on the next $250 million,
.3% on the next $250 million and .275% on the average daily net assets over $2
billion, less all directors' fees paid to the unaffiliated directors of the
Fund. If the Fund's average daily net assets exceed $3 billion for any month,
the Board of Directors will conduct a review of the Investment Management
Agreement. See Management of the Fund.

Redemption and Exchange
Class B Shares and Class C Shares may be redeemed or exchanged at the
net asset value calculated after receipt of the redemption request subject, in
the case of redemptions, to any applicable CDSC. Neither the Fund nor the
Distributor assesses any additional charges for redemptions or exchanges of
Class B Shares or Class C Shares. There are certain limitations on an investor's
ability to exchange shares between the various classes of shares that are
offered. See Redemption and Exchange.

-5-
<PAGE>

SUMMARY OF EXPENSES

A general comparison of the sales arrangements and other expenses
applicable to Class B Shares and Class C Shares follows:

<TABLE>
<CAPTION>
Shareholder Transaction Expenses Class B Shares Class C Shares
-------------------------------- -------------- --------------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)...................................... None None

Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)...................................... None None

Maximum Contingent Deferred Sales Charge
(as a percentage of original purchase price
or redemption proceeds, whichever is lower).............................. 4%* 1.00%*

Redemption Fees.......................................................... None** None**
</TABLE>

<TABLE>
<CAPTION>
Annual Operating Expenses
(as a percentage of average daily net assets) Class B Shares Class C Shares
----------------------------------------------------- -------------- --------------
<S> <C> <C>
Management Fees.......................................................... 0.49% 0.49%

12b-1 Plan Expenses (including service fees.............................. 1.00%*** 1.00%***

Other Operating Expenses................................................. 0.52% 0.52%
----- -----

Total Operating Expenses................................................. 2.01%**** 2.01%****
===== =====
</TABLE>

The purpose of this table is to assist the investor in understanding
the various costs and expenses that an investor in Class B Shares or Class C
Shares will bear directly or indirectly. See Buying Shares.

*The Class B Shares are subject to a CDSC of: (i) 4% if shares are
redeemed within two years of purchase; (ii) 3% if shares are redeemed during the
third or fourth year following purchase; (iii) 2% if shares are redeemed during
the fifth year following purchase; (iv) 1% if shares are redeemed during the
sixth year following purchase; and (v) 0% thereafter. Class C Shares are subject
to a CDSC of 1% if shares are redeemed within twelve months of purchase. See
Deferred Sales Charge Alternative - Class B Shares and Level Sales Charge
Alternative - Class C Shares under Buying Shares.

**CoreStates Bank, N.A. currently charges $7.50 per redemption for
redemptions payable by wire.

***Class B Shares and Class C Shares are subject to separate 12b-1
Plans. Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by rules of the National Association
of Securities Dealers, Inc. (the "NASD"). See Distribution (12b-1) and Service
under Management of the Fund.

****Annual Operating Expenses for Class B Shares are based on the
actual expenses incurred by that Class during the period May 2, 1994 through
March 31, 1995, and have been annualized. Annual Operating Expenses for Class C
Shares are estimates based on the annualized expenses for Class B Shares. See
Class A Shares and Consultant Class Shares under Buying Shares for expense
information about those classes.

-6-
<PAGE>

The following example illustrates the expenses that an investor would
pay on a $1,000 investment in the Classes over various time periods, assuming
(1) a 5% annual rate of return and (2) redemption at the end of each time period
and (3) payment of a CDSC at the time of redemption, if applicable.

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B Shares $60 $93 $128 $214+
Class C Shares $30 $63 $108 $234
</TABLE>

An investor would pay the following expenses on the same $1,000
investment, assuming no redemption at the end of the period.
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B Shares $20 $63 $108 $214+
Class C Shares $20 $63 $108 $234
</TABLE>

+ At the end of approximately eight years after purchase, Class B Shares will
automatically be converted into Consultant Class Shares. The above example
assumes conversion of Class B Shares at the end of the eighth year. However,
the conversion may occur as late as three months after the eighth anniversary
of purchase, during which time the higher 12b-1 Plan fees payable by Class B
Shares will continue to be assessed. Information for the ninth and tenth
years reflects expenses of the Consultant Class Shares. See Automatic
Conversion of Class B Shares under Buying Shares for a description of the
automatic conversion feature. See Class A Shares and Consultant Class Shares
under Buying Shares. The conversion will constitute a tax-free exchange for
federal income tax purposes. See Taxes.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

-7-
<PAGE>

- -------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

The following financial highlights from May 2, 1994, through March 31, 1995, for
the Class B Shares are derived from the financial statements of Delaware Group
Cash Reserve, Inc. and have been audited by Ernst & Young LLP, independent
auditors. The data should be read in conjunction with the financial statements,
related notes, and the report of Ernst & Young LLP covering such financial
information and highlights, all of which are incorporated by reference into Part
B. Further information about the Fund's performance is contained in its Annual
Report to shareholders for the fiscal year ended March 31, 1995. A copy of the
Fund's Annual Report (including the report of Ernst & Young LLP) may be obtained
from the Fund upon request at no charge. Information regarding Class C Shares
has not been included hereunder because such shares were not offered to the
public prior to the date of this Prospectus.
- -------------------------------------------------------------------------------

Period
5/2/94(1)
through
3/31/95

Net Asset Value, Beginning of Period......................... $1.0000

Income From Investment Operations
- ---------------------------------
Net Investment Income........................................ 0.0279
Net Gains or Losses on Securities
(both realized and unrealized).............................. none
----
Total From Investment Operations............................. 0.0279
------

Less Distributions
- ------------------
Dividends (from net investment income)....................... (0.0279)
Distributions (from capital gains)........................... --
Returns of Capital........................................... --
-------
Total Distributions........................................ (0.0279)
-------

Net Asset Value, End of Period............................... $1.0000
=======
- -------------------------------------------------------------

Total Return(2).............................................. 3.10%
- ---------------

- -------------------------------------------------------------

Ratios/Supplemental Data
- ------------------------

Net Assets, End of Period (000's omitted).................... $1,088
Ratio of Expenses to Average Daily Net Assets................ 2.01%
Ratio of Net Investment Income to Average Daily Net Assets... 2.91%

- --------
(1) Date of initial public offering; ratios and total return have been
annualized.
(2) Total return does not reflect any applicable CDSC.

-8-
<PAGE>

INVESTMENT OBJECTIVE AND POLICY

As a money market fund, the Fund's objective is to provide maximum
current income, while preserving principal and maintaining liquidity. The Fund
seeks to do this by investing its assets in a diversified portfolio of money
market securities and managing the portfolio to maintain a constant $1.00 per
share value. While the Fund will make every effort to maintain a fixed net asset
value of $1.00 per share, there can be no assurance that this objective will be
achieved.

SUITABILITY
The Fund is suitable for investors who seek the current income
available from money market investments, along with easy access to their money
and stable principal value. Ownership of Fund shares also reduces the
bookkeeping and administrative inconveniences of directly purchasing money
market securities.
Class B Shares and Class C Shares are offered for sale through brokers,
financial institutions and other entities which have a Dealer Agreement with the
Fund's Distributor or a service agreement with the Fund. Class B Shares and
Class C Shares may be suitable for investors who desire the additional
investment and administrative services offered by such brokers and other
entities.
Class B Shares are designed for purchase as part of an investment
program in Class B Shares of the funds in the Delaware Group which offer that
class of shares ("Class B Funds"), or as a temporary defensive option for
holders of Class B Shares of other Class B Funds. Likewise, Class C Shares are
designed for purchase as part of an investment program in Class C Shares of the
funds in the Delaware Group which offer that class of shares ("Class C Funds"),
or as a temporary defensive option for holders of Class C Shares of other Class
C Funds. See Class B Funds and Class C Funds under Buying Shares for a list of
Class B Funds and Class C Funds. Unlike shares of most money market funds, Class
B Shares and Class C Shares are subject to a CDSC, as well as relatively high
Rule 12b-1 distribution and service fees. Because of the 12b-1 Plan fees and
the CDSC to which the Class B Shares and Class C Shares are subject, Class B
Shares and Class C Shares should be purchased only by those having an interest
in participating in such an investment program or those holding or intending to
hold Class B Shares of other Class B Funds or Class C Shares of other Class C
Funds, as applicable. See Dividend Reinvestment Plan and Exchange Privilege
under The Delaware Difference.

INVESTMENT STRATEGY
The Fund invests at least 80% of its assets in money market instruments
in order to achieve its objective. While there is no assurance that this
objective can be achieved, the Fund must follow certain policies that can only
be changed by shareholder approval.

-9-
<PAGE>

Such rate of payments may be affected by economic and various other factors such
as changes in interest rates. Therefore, the yield may be difficult to predict
and actual yield to maturity may be more or less than the anticipated yield to
maturity. Such asset-backed securities involve other risks, including the risk
that security interests cannot be adequately or, in many cases, ever
established. In addition, with respect to credit card loans, a number of state
and federal consumer credit laws give debtors the right to set off certain
amounts owed on the credit cards, thereby reducing the outstanding balance. In
the case of automobile loans, there is a risk that the holders may not have
either a proper or first security interest in all of the obligations backing the
receivables due to the large number of vehicles involved in a typical issuance
and technical requirements under state laws. Therefore, recoveries on
repossessed collateral may not always be available to support payments on the
securities. To lessen the effect of failures by obligors on underlying assets to
make payments, asset-backed securities may have credit support supplied by a
thirty party or derived from the structure of the transaction. The Fund will not
pay any additional fees for third-party credit support, although such credit
support may increase the price of a security. For further discussion concerning
the risks of investing in such asset-backed securities, see Part B.

Rule 144A Securities
The Fund may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933. Rule 144A permits many privately
placed and legally restricted securities to be freely traded among certain
institutional buyers such as the Fund. The Fund may invest no more than 10% of
the value of its net assets in illiquid securities.
While maintaining oversight, the Board of Directors has delegated to
the Manager the day-to-day function of determining whether or not individual
Rule 144A Securities are liquid for purposes of the Fund's 10% limitation on
investments in illiquid assets. The Board has instructed the Manager to consider
the following factors in determining the liquidity of a Rule 144A Security: (i)
the frequency of trades and trading volume for the security; (ii) whether at
least three dealers are willing to purchase or sell the security and the number
of potential purchasers; (iii) whether at least two dealers are making a market
in the security; and (iv) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers, and the mechanics of transfer).
If the Manager determines that a Rule 144A Security which was
previously determined to be liquid is no longer liquid and, as a result, the
Fund's holdings of illiquid securities exceed the Fund's 10% limit on
investments in such securities, the Manager will determine what action to take
to ensure that the Fund continues to adhere to such limitation.

Quality Restrictions
The Fund limits its investments to those which the Board of Directors
has determined present minimal credit risks and are of high quality and which
will otherwise meet the maturity, quality and diversification conditions with
which taxable money market funds must comply.
The Fund's investments include securities issued or guaranteed by the
U.S. Government (e.g., Treasury Bills and Notes), or by the credit of its
agencies or instrumentalities (e.g., Federal Housing Administration and Federal
Home Loan Bank). The Fund may invest in the certificates of deposit and
obligations of both U.S. and foreign banks if they have assets of at least one
billion dollars in accordance with the maturity, quality and diversification
conditions with which taxable money market funds must comply. The Fund may also
purchase commercial paper and other corporate obligations in accordance with the
maturity, quality and diversification conditions with which taxable money market
funds must comply. To be considered for purchase by the Fund, a security or, as
relevant, the issuer of such security must be rated in one of the two highest
rating categories (e.g., for commercial paper, A-2 or better by S&P and P-2 or
better by Moody's; and, for other corporate obligations, AA or better by S&P and
Aa or better by Moody's) by at least two nationally-recognized statistical
rating organizations or, if such security or, as relevant, its issuer is not so
rated, the purchase of that security must be approved or ratified by the Board

-10-

<PAGE>

of Directors. Appendix A of Part B describes the ratings of S&P, Moody's, Duff
and Phelps, Inc. and Fitch Investors Service, Inc., four of the better-known
statistical rating organizations.

Maturity Restrictions
The Fund maintains an average maturity of not more than ninety days.
Also, it does not purchase any instruments with an effective remaining maturity
of more than thirteen months.

Investment Techniques
The Fund intends to hold its investments until maturity, but may sell
them prior to maturity for a number of reasons. These reasons include: to
shorten or lengthen the Fund's average maturity, to increase the yield, to
maintain the quality of the portfolio or to maintain a stable share value.

The Fund may also use repurchase agreements which are at least 100%
collateralized by securities in which the Fund can invest directly. Repurchase
agreements help the Fund to invest cash on a temporary basis. Under a repurchase
agreement, the Fund acquires ownership and possession of a security and the
seller agrees to buy the security back at a specified time and higher price. If
the seller is unable to repurchase the security, the Fund could experience
delays and losses in liquidating the securities. To minimize this possibility,
the Fund considers the creditworthiness of banks and dealers when entering into
repurchase agreements.
The Fund may invest up to 10% of its portfolio in illiquid assets,
including repurchase agreements maturing in more than seven days. The Fund may
borrow money as a temporary measure for extraordinary purposes or to facilitate
redemptions, but it does not presently intend to do so.
If there were a national credit crisis, an issuer became insolvent or
interest rates were to rise, principal values could be adversely affected.
Investments in foreign banks and overseas branches of U.S. banks may be subject
to less stringent regulations and different risks than U.S. domestic banks.
Part B provides more information on the Fund's investment policies and
restrictions.

-11-
<PAGE>

THE DELAWARE DIFFERENCE

PLANS AND SERVICES
The Delaware Difference is our commitment to provide you with superior
information and quality service on your investments in the Delaware Group of
funds.

SHAREHOLDER PHONE DIRECTORY

Investor Information Center
800-523-4640
Fund Information
Literature
Price, Yield and
Performance Figures

Shareholder Service Center
800-523-1918
Information on Existing
Regular Investment
Accounts and Retirement
Plan Accounts
Wire Investments
Wire Liquidations
Telephone Liquidations
Telephone Exchanges

Delaphone
800-362-FUND
(800-362-3863)

Performance Information
You can call the Investor Information Center anytime to get current
yield information. Yield information is updated each weekday and is based on the
annualized yield over the past seven-day or longer period.

Shareholder Services
During business hours, you can call the Fund's Shareholder Service
Center. Our representatives can answer any questions about your account, the
Fund, various service features and other funds in the Delaware Group.

Delaphone Service
Delaphone is an account inquiry service for investors with
Touch-Tone(R) phone service. It enables you to get information on your account
faster than the mailed statements and confirmations. Delaphone is available
seven days a week, 24 hours a day.

Statements and Confirmations
You will receive quarterly statements of your account summarizing all
transactions during the period. Accounts in which there has been activity will
receive a monthly statement confirming each transaction. You should examine
statements and confirmations immediately and promptly report any discrepancy by
calling the Shareholder Service Center.

Duplicate Confirmations
If your investment dealer is noted on your investment application, we
will send your dealer a duplicate confirmation. This makes it easier for your
investment dealer to help you manage your investments.

Tax Information
In January of each year, the Fund will mail to you information on the
tax status of your dividends and distributions.

Dividend Reinvestment Plan
You can elect to have your distributions (capital gains and/or dividend
income) paid to you by check or reinvested in your account without a charge at
the time of reinvestment or the imposition of a CDSC upon redemption. Also, you
may invest your distributions in certain other funds in the Delaware Group,

-12-
<PAGE>

subject to the exceptions noted below as well as the minimum purchase and other
requirements set forth in each fund's prospectus. Such investments will not be
subject to a front-end sales charge at the time of purchase or the imposition of
a CDSC if those shares are later redeemed. See Automatic Conversion of Class B
Shares under Buying Shares for information concerning the automatic conversion
of Class B Shares acquired by reinvesting dividends.
Distributions on Class B Shares may be invested only in Class B Shares
of Class B Funds. Distributions on Class C Shares may be invested in Class C
Shares of Class C Funds. See Class B Funds and Class C Funds under Buying Shares
for a list of funds offering Class B Shares and Class C Shares. For more
information about reinvestments, call the Shareholder Service Center.

Exchange Privilege
The Exchange Privilege permits shareholders to exchange all or part of
their shares into shares of the other funds in the Delaware Group, subject to
certain exceptions and limitations. For additional information on exchanges, see
Investing by Exchange under How to Buy Shares and Redemption and Exchange.

Wealth Builder Option
You may elect to have amounts in your account automatically invested in
shares of other funds in the Delaware Group. Investments under this feature are
exchanges and are therefore subject to the same conditions and limitations as
exchanges of Class B Shares and Class C Shares.
See Redemption and Exchange.

Delaware Group Asset Planner
Delaware Group Asset Planner is an asset allocation service that gives
investors, working with a professional financial adviser, the ability to more
easily design and maintain investments in a diversified selection of Delaware
Group mutual funds. The Asset Planner service offers a choice of four
pre-designed Allocation Strategies (each with a different risk/reward profile)
made up of separate investments in predetermined percentages of Delaware Group
funds. With the guidance of a financial adviser, investors may also tailor a
Strategy that meets their personal needs and goals. See How to Buy Shares under
Buying Shares.

Financial Information about the Fund
Each fiscal year, you will receive an
audited annual report and an unaudited semi-annual report. These reports provide
detailed information about the Fund's investments and performance. The Fund's
fiscal year ends on March 31.

The Delaware Digest
You will receive newsletters covering topics of interest about your
investment alternatives and services from Delaware Group.

-13-
<PAGE>

RETIREMENT PLANNING

Individual Retirement Account ("IRA")
Individuals, even if they participate in an employer-sponsored
retirement plan, may establish their own retirement program. Contributions to an
IRA may be tax-deductible and earnings are tax-deferred. Under the Tax Reform
Act of 1986, the tax deductibility of IRA contributions is restricted, and in
some cases eliminated, for individuals who participate in certain
employer-sponsored retirement plans and whose annual income exceeds certain
limits. Existing IRAs and future contributions up to the IRA maximums, whether
deductible or not, still earn on a tax-deferred basis. Both Class B and Class C
Shares are available for investment by an IRA.

Simplified Employee Pension Plan ("SEP/IRA")
A SEP/IRA may be established by an employer who wishes to sponsor a
tax-sheltered retirement program by making contributions on behalf of all
eligible employees. Both Class B and Class C Shares are available for investment
by a SEP/IRA.

403(b)(7) Deferred Compensation Plan
Permits employees of public school systems or of certain types of
non-profit organizations to enter into a deferred compensation arrangement for
the purchase of shares. Both Class B and Class C Shares are available for
investment by 403(b)(7) Plans.

457 Deferred Compensation Plan
Permits employees of state and local governments and certain other
entities to enter into a deferred compensation arrangement for the purchase of
shares of each of the Classes.

Salary Reduction Simplified Employee Pension
Plan ("SAR/SEP")
Offers employers with 25 or fewer eligible employees the ability to
establish a SEP/IRA that permits salary deferral contributions. An employer may
also elect to make additional contributions to this plan. Class B Shares are not
available for purchase by such plans.

Prototype Profit Sharing or Money Purchase
Pension Plan
Offers self-employed individuals, partnerships and corporations a
tax-qualified plan which provides for the investment of contributions in Class C
Shares. Class B Shares are not available for purchase by such plans.

Prototype 401(k) Defined Contribution Plan
Permits employers to establish a tax-qualified plan based on salary
deferral contributions for investment in Class C Shares. Class B Shares are not
available for purchase by such plans.

-14-
<PAGE>

BUYING SHARES

The Distributor serves as the national distributor for the Fund.
Class B Shares and Class C Shares may be purchased through brokers,
financial institutions and other entities that have a dealer agreement with the
Fund's Distributor or a service agreement with the Fund.

Purchase Amounts
Generally, the minimum initial investment is $1,000 for both Class B
Shares and Class C Shares. Subsequent purchases generally must be $100 or more.
In addition, there is a maximum purchase limitation of $250,000 on each purchase
of Class B Shares; for Class C Shares, each purchase must be in an amount that
is less than $1,000,000. An investor may exceed these maximum purchase
limitations by making cumulative purchases over a period of time.
For retirement plans, the maximum purchase limitations apply only to
the initial purchase of Class B Shares or Class C Shares by the plan. Minimum
purchase requirements do not apply to retirement plans other than IRAs for which
there is a minimum initial purchase of $250, and a minimum subsequent purchase
of $25, regardless of which Class is selected.

Alternative Purchase Arrangements
Shares may be purchased at a price equal to the next determined net
asset value per share, subject to a sales charge which may be imposed on a
contingent deferred basis with respect to Class B Shares ("deferred sales charge
alternative") and Class C Shares ("level sales charge alternative").

Class B Shares. An investor who elects the deferred sales charge
alternative acquires Class B Shares. Class B Shares do not incur a front-end
sales charge when they are purchased, but are subject to a sales charge if they
are redeemed within six years of purchase and are subject to annual 12b-1 Plan
expenses of up to a maximum of 1% (.25% of which are service fees to be paid to
the Distributor, dealers or others for providing personal service and/or
maintaining shareholder accounts) of average daily net assets of such shares for
approximately eight years after purchase. Class B Shares permit all of the
investor's dollars to work from the time the investment is made. At the end of
approximately eight years after purchase, the Class B Shares will automatically
be converted into Consultant Class Shares. See Automatic Conversion of Class B
Shares, below.
Class C Shares. An investor who elects the level sales charge
alternative acquires Class C Shares. Class C Shares do not incur a front-end
sales charge when they are purchased, but are subject to a sales charge if they
are redeemed within twelve months of purchase and are subject to annual 12b-1
Plan expenses of up to a maximum of 1% (.25% of which are service fees to be
paid to the Distributor, dealers or others for providing personal service and/or
maintaining shareholder accounts) of average daily net assets of such shares for
the life of the investment. Unlike Class B Shares, Class C Shares do not convert
to another class.
The alternative purchase arrangements described above permit investors
in the Fund to choose the method of purchasing shares that is most suitable
given the amount of their purchase, the length of time they expect to hold their
shares and other relevant circumstances. Investors should determine whether,
given their particular circumstances, it is more advantageous to purchase Class
B Shares and have the entire initial purchase amount invested in the Fund with
their investment being subject to a CDSC if they redeem shares within six years
of purchase, or purchase Class C Shares and have the entire initial purchase
amount invested in the Fund with their investment being subject to a CDSC if
they redeem shares within twelve months of purchase. In comparing Class B Shares
to Class C Shares, investors should consider the duration of the annual 12b-1
Plan expenses to which each of the Classes is subject and the desirability of an
automatic conversion feature, which is available only for Class B Shares.
Certain investors might determine it to be advantageous to purchase
Class B Shares and have all their funds invested initially, although they would
be subject to a CDSC for up to six years after purchase, as well as annual 12b-1
Plan expenses of up to 1% until the shares are automatically converted into

-15-
<PAGE>

Consultant Class Shares. Still other investors might determine it to be more
advantageous to purchase Class C Shares and have all of their funds invested
initially, recognizing that they would be subject to a CDSC for just twelve
months after purchase but that Class C Shares do not offer a conversion feature,
so their shares would be subject to annual 12b-1 Plan expenses of up to 1% for
the life of the investment.
In addition, prospective investors should consider the availability of
Class A Shares and Consultant Class Shares. See Class A Shares and Consultant
Class Shares, below.
For the distribution and related services provided to, and the expenses
borne on behalf of the Fund, the Distributor and others will be paid from the
proceeds of the 12b-1 Plan fees and, if applicable, the CDSC incurred upon
redemption. Sales personnel may receive different compensation for selling Class
B and Class C Shares.

Distribution Plans - Class B and Class C Shares
Dividends paid by the Fund with respect to the Class B and Class C
Shares, to the extent any dividends are paid, will be calculated in the same
manner, at the same time, on the same day and will be in the same amount. See
Net Asset Value Per Share.
The NASD has adopted certain rules relating to investment company sales
charges. The Fund and the Distributor intend to operate in compliance with these
rules.

Deferred Sales Charge Alternative - Class B Shares
Class B Shares may be purchased at net asset value without the
imposition of a front-end sales charge and, as a result, the Fund will invest
the full amount of the investor's purchase payment. The Distributor compensates
dealers or brokers for selling Class B Shares at the time of purchase from its
own assets. As discussed below, however, Class B Shares are subject to annual
12b-1 Plan expenses of up to a maximum of 1% for approximately eight years after
purchase and, if shares are redeemed within six years of purchase, a CDSC.
Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class B Shares. These
payments support the compensation paid to dealers or brokers for selling Class B
Shares. Payments to the Distributor and others under the Class B 12b-1 Plan may
be in an amount equal to no more than 1% annually. The combination of the CDSC
and the proceeds of the 12b-1 Plan fees facilitates the ability of the Fund to
sell Class B Shares without deducting a front-end sales charge at the time of
purchase.
Holders of Class B Shares exercising the exchange privilege described
below will continue to be subject to the CDSC schedule for Class B Shares
described in this Prospectus, even after exchange. Such CDSC schedule may be
higher than the CDSC schedule relating to the Class B Shares acquired as a
result of the exchange. See Redemption and Exchange.

Automatic Conversion of Class B Shares
Except for shares acquired through a reinvestment of distributions,
Class B Shares held for eight years after purchase are eligible for automatic
conversion into Consultant Class Shares. The Fund will effect conversions of
Class B Shares into Consultant Class Shares only four times in any calendar
year, on the last business day of the second full week of March, June, September
and December (each, a "Conversion Date"). If the eighth anniversary after a
purchase of Class B Shares falls on a Conversion Date, an investor's Class B
Shares will be converted on that date. If the eighth anniversary occurs between
Conversion Dates, an investor's Class B Shares will be converted on the next
Conversion Date after such anniversary. Consequently, if a shareholder's eighth
anniversary falls on the day after a Conversion Date, that shareholder will have
to hold Class B Shares for as long as an additional three months after the
eighth anniversary of purchase before the shares will automatically convert into
Consultant Class Shares.
Class B shares of a fund acquired through a reinvestment of
distributions will convert to the corresponding Class A Shares of that fund (or,
in the case of the Fund, the Consultant Class Shares) pro-rata with Class B
Shares of that fund not acquired through reinvestment of distributions.

-16-
<PAGE>

All such automatic conversions of Class B Shares will constitute
tax-free exchanges for federal income tax purposes. See Taxes.

Level Sales Charge Alternative - Class C Shares
Class C Shares may be purchased at net asset value without the
imposition of a front-end sales charge and, as a result, the Fund will invest
the full amount of the investor's purchase payment. The Distributor compensates
dealers or brokers for selling Class C Shares at the time of purchase from its
own assets. As discussed below, however, Class C Shares are subject to annual
12b-1 Plan expenses and, if redeemed within twelve months of purchase, a CDSC.
Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for expenses related to providing distribution and
related services, and bearing related expenses, in connection with the sale of
Class C Shares. These payments support the compensation paid to dealers or
brokers for selling Class C Shares. Payments to the Distributor and others under
the Class C 12b-1 Plan may be in an amount equal to no more than 1% annually.
Holders of Class C Shares exercising the exchange privilege described
below will continue to be subject to the CDSC schedule for the Class C Shares
described in this Prospectus, even after exchange. See Redemption and Exchange.

Contingent Deferred Sales Charge - Class B Shares and Class C Shares
Class B Shares redeemed within six years of purchase may be subject to
a CDSC at the rates set forth below and Class C Shares redeemed within twelve
months of purchase may be subject to a CDSC of 1%. CDSCs are charged as a
percentage of the dollar amount subject to the CDSC. The charge will be assessed
on an amount equal to the lesser of the net asset value at the time of purchase
of the shares being redeemed or the net asset value of those shares at the time
of redemption. No CDSC will be imposed on increases in net asset value above the
initial purchase price. In addition, no CDSC will be assessed on redemptions of
shares received through reinvestments of dividends or capital gains
distributions. For purposes of this formula, the "net asset value at the time of
purchase" will be the net asset value at purchase of either the Class B Shares
or the Class C Shares of the Fund, even if those shares are later exchanged for
shares of another Delaware Group fund. In the event of an exchange of the
shares, the "net asset value of such shares at the time of redemption" will be
the net asset value of the shares that were acquired in the exchange. The net
asset values of the Class B Shares and the Class C Shares at the time of
purchase and at the time of redemption are expected to be the same if the shares
are redeemed directly from the Fund.
The following table sets forth the rates of the CDSC for Class B
Shares:

Contingent Deferred
Sales Charge
(as a Percentage
of Dollar Amount
Year After Purchase Made Subject to Charge)
- ------------------------ ------------------
0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None

During the seventh year after purchase and, thereafter, until converted
automatically into Consultant Class Shares, Class B Shares will still be subject
to the annual 12b-1 Plan expenses of up to 1% of the average daily net assets of
those shares. See Automatic Conversion of Class B Shares, above. Investors are
reminded that the Consultant Class Shares into which the Class B Shares will
convert are subject to ongoing 12b-1 Plan expenses of up to a maximum of .30%
(currently, no more than .25%) of the average daily net assets of such shares.
In determining whether a CDSC is applicable to a redemption of Class B
Shares, it will be assumed that shares held for more than six years are redeemed
first, followed by shares acquired through the reinvestment of dividends or
distributions, and finally by shares held longest during the six-year period.
With respect to the Class C Shares, it will be assumed that shares held for more
than twelve months are redeemed first, followed by shares acquired through the
reinvestment of dividends or distributions, and finally by shares held for
twelve months or less. All investments made during a calendar month, regardless

-17-
<PAGE>

of what day of the month the investment occurred, will age one month on the last
day of that month and each subsequent month.
The CDSC is waived on certain redemptions of Class B Shares and Class C
Shares. See Waiver of CDSC under Redemption and Exchange.

12b-1 Distribution Plans - Class B and Class C Shares
Under the distribution plans adopted by the Fund in accordance with
Rule 12b-1 under the 1940 Act, the Fund is permitted to pay the Distributor
annual distribution fees of up to 1% of the average daily net assets of the
Class B Shares and up to 1% of the average daily net assets of the Class C
Shares. These fees, which are payable monthly, compensate the Distributor for
providing distribution and related services and bearing certain expenses of each
class. The 12b-1 Plans applicable to Class B Shares and Class C Shares are
designed to permit an investor to purchase Class B Shares or Class C Shares
through dealers or brokers without the assessment of a front-end sales charge
while enabling the Distributor to compensate dealers and brokers for the sale of
such shares. For a more detailed discussion of the 12b-1 Plans relating to Class
B and Class C Shares, see Distribution (12b-1) and Service under Management of
the Fund.

Class B Funds and Class C Funds
The following funds currently offer Class B Shares and Class C Shares:
Delaware Group Delchester High-Yield Bond Fund, Inc., Delaware Group Government
Fund, Inc., Limited-Term Government Fund of Delaware Group Limited-Term
Government Funds, Inc., Delaware Group Value Fund, Inc., Tax-Free USA Fund,
Tax-Free Insured Fund and Tax-Free USA Intermediate Fund of Delaware Group Tax-
Free Fund, Inc., Delaware Group DelCap Fund, Inc., Delaware Fund and Devon Fund
of Delaware Group Delaware Fund, Inc., Decatur Income Fund and Decatur Total
Return Fund of Delaware Group Decatur Fund, Inc., Delaware Group Trend Fund,
Inc., International Equity Series, Global Bond Series and Global Assets Series
of Delaware Group Global & International Funds, Inc., DMC Tax-Free Income Trust-
Pennsylvania and the Fund.

Class A Shares and the Consultant Class Shares
In addition to offering Class B Shares and Class C Shares, the Fund
offers two other classes of shares, Class A Shares and Consultant Class Shares,
each of which are described in a separate prospectus. Class A Shares can be
purchased directly from the Fund or its Distributor and have no front-end sales
charge or CDSC and are not subject to 12b-1 Plan distribution expenses.
Consultant Class Shares are available for sale through brokers, financial
institutions and other entities which have a Dealer Agreement with the Fund's
Distributor or a service agreement with the Fund. Consultant Class Shares have
no front-end sales charge or CDSC; such class has a 12b-1 Plan whereby the Fund
is permitted to pay the Distributor annual fees payable monthly up to a maximum
of .30% of the average daily net assets of such shares in order to compensate
the Distributor for providing distribution and related services and bearing
certain distribution-related expenses. The 12b-1 Plan distribution expenses with
respect to Consultant Class Shares, Class B Shares and Class C Shares, and the
CDSC with respect to Class B Shares and Class C Shares, may affect the
performance of those classes. To obtain a prospectus which describes the Class A
Shares or the Consultant Class Shares, contact the Distributor by writing to the
address or calling the telephone number listed on the cover of this Prospectus.

Dividend Orders
You may have the dividends earned in one fund automatically invested in
another Delaware Group fund with a different investment objective. For more
information, see Dividend Reinvestment Plan under The Delaware Difference or
call the Shareholder Service Center.

HOW TO BUY SHARES
The Fund makes it easy to invest by mail, by wire, by exchange and by
arrangement with your investment dealer.

Investing through Your Investment Dealer
You can make a purchase of the Classes through most investment dealers
who, as part of the service they provide, must transmit orders promptly. They
may charge for this service. If you want a dealer but do not have one, we can
refer you to one.

-18-
<PAGE>

Investing by Mail
1. Initial Purchases--An Investment Application or, in the case of a retirement
account, an appropriate retirement plan application must be completed, signed
and sent with a check payable to Delaware Cash Reserve B Class or Delaware Cash
Reserve C Class, at P.O. Box 7977, Philadelphia, PA 19101.

2. Subsequent Purchases--Additional purchases may be made at any time by mailing
a check payable to Delaware Cash Reserve B Class or Delaware Cash Reserve C
Class. Your check should be identified with your name(s) and account number. An
investment slip (similar to a deposit slip) is provided at the bottom of
transaction confirmations and dividend statements that you will receive from the
Fund. Use of this investment slip can help expedite processing of your check
when making additional purchases. Your investment may be delayed if you send
additional purchases by certified mail.

Investing by Wire
You may purchase shares by requesting your bank to transmit funds by
wire to CoreStates Bank, N.A., ABA #031000011, account number 0114-2596 (include
your name(s) and account number for the class in which you are investing).

1. Initial Purchases--Before you invest, telephone the Fund's Shareholder
Service Center at 800-523-1918 (in Philadelphia, 215-988-1241) to get an account
number. If you do not call first, processing of your investment may be delayed.
In addition, you must promptly send your Investment Application or, in the case
of a retirement account, an appropriate retirement plan application to Delaware
Cash Reserve B Class or Delaware Cash Reserve C Class, New Accounts, at P.O. Box
7977, Philadelphia, PA 19101.

2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to CoreStates Bank, N.A., as described above. You should advise the Fund's
Shareholder Service Center by telephone of each wire you send.
If you want to wire investments to a retirement plan account, call the
Shareholder Service Center for special wiring instructions.

Delaware Group Asset Planner
To invest in Delaware Group funds using the Asset Planner service, you
should complete a Delaware Group Asset Planner Account Registration Form, which
is available only from a financial adviser. The sales charge on the investment
is determined by the individual sales charges of the underlying funds and their
percentage allocation in the selected Strategy. The minimum initial investment
per Strategy is $2,000; subsequent investments must be at least $100. Individual
fund minimums do not apply to investments made using the Asset Planner service.
Class A, Class B and Class C Shares are available for use inside the Asset
Planner service; however, only "like" class shares may be used within the same
Strategy.
An annual maintenance fee, currently $35 per Strategy, is due at the
time of initial investment and by September 30th of each subsequent year. The
fee, payable to Delaware Service Company, Inc. to defray extra costs associated
with administering the Asset Planner service, will be deducted automatically
from one of your Fund accounts if not paid by September 30th. See the Statement
of Additional Information.
Investors will receive a customized quarterly Strategy Report
summarizing all Delaware Group Asset Planner investment performance and account
activity during the prior period. Confirmation statements will be sent following
all transactions other than those involving a reinvestment of distributions.
Certain shareholder services are not available to investors using the
Asset Planner service, due to its special design. These include Delaphone,
Checkwriting and Wealth Builder Option. Systematic Withdrawal Plans are
available after the account has been open for two years.

Investing by Exchange
If you have an investment in another mutual fund in the Delaware Group,
you may write and authorize an exchange of part or all of your investment into
shares of the Fund. If you wish to open an account by exchange, call the

-19-
<PAGE>

Shareholder Service Center for more information. All exchanges are subject to
the eligibility and minimum purchase requirements set forth in each fund's
prospectus.
Shareholders of Class B Shares of the Fund are permitted to exchange
all or part of their Class B Shares only into the corresponding class of shares
of the Class B Funds. Similarly, shareholders of Class C Shares of the Fund are
permitted to exchange all or part of their Class C Shares only into the
corresponding class of shares of the Class C Funds. Class B Shares of the Fund
and Class C Shares of the Fund acquired by exchange will continue to carry the
CDSC and, in the case of Class B Shares, the automatic conversion schedule of
the fund from which the exchange is made. The holding period of Class B Shares
of the Fund acquired by exchange will be added to that of the shares that were
exchanged for purposes of determining the time of the automatic conversion into
Consultant Class Shares of the Fund.
Permissible exchanges into Class B Shares or Class C Shares of the Fund
will be made without the imposition of a CDSC by the fund from which the
exchange is being made at the time of the exchange.

Additional Methods of Adding to Your Investment
Call the Shareholder Service Center for more information if you wish to
use the following services:

1. Direct Deposit
You may have your employer or bank make regular investments directly to
your account for you (for example: payroll deduction, pay by phone, annuity
payments). The Fund also accepts preauthorized recurring government and private
payments by Electronic Fund Transfer, which avoids mail time and check clearing
holds on payments such as social security, federal salaries, Railroad Retirement
benefits, etc.

2. Automatic Investing Plan
The Automatic Investing Plan enables you to make regular monthly
investments without writing or mailing checks. You may authorize the Fund to
transfer a designated amount monthly from your checking account to your Fund
account. Many shareholders use this as an automatic savings plan. Shareholders
should allow a reasonable amount of time for initial purchases and changes to
these plans to become effective.

This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457
Deferred Compensation Plans.

* * *

Should investments by these two methods be reclaimed or returned for
some reason, the Fund has the right to liquidate your shares to reimburse the
government or transmitting bank. If there are insufficient funds in your Fund
account, you are obligated to reimburse the Fund.

Purchase Price and Effective Date
The offering price (net asset value) is determined as of the close of
regular trading on the New York Stock Exchange (ordinarily, 4 p.m., Eastern
time) on days when the Exchange is open.

Investments by Federal Funds wire will be effective upon receipt. If
the wire is received after the time the offering price of shares is determined,
as noted above, it will be effective the next business day. If the investment is
made by check, the check must be converted to Federal Funds before your purchase
can be effective (normally one business day after receipt).
Your purchase begins earning dividends the next business day after
becoming effective. See Dividends and Distributions for additional information.

The Conditions of Your Purchase
The Fund reserves the right to reject any purchase order. If a purchase
is canceled because your check is returned unpaid, you are responsible for any
loss incurred. The Fund can redeem shares from your account(s) to reimburse
itself for any loss, and you may be restricted from making future purchases in
any of the funds in the Delaware Group. The Fund reserves the right to reject
purchase orders paid by third-party checks or checks that are not drawn on a
domestic branch of a United States financial institution. If a check drawn on a

-20-
<PAGE>

foreign financial institution is accepted, you may be subject to additional bank
charges for clearance and currency conversion.
The Fund also reserves the right, following shareholder notification,
to charge a service fee on non-retirement accounts that have remained below the
minimum stated account balance for a period of three or more consecutive months.
Holders of such accounts may be notified of their insufficient account balance
and advised that they have until the end of the current calendar quarter to
raise their balance to the stated minimum. If the account has not reached the
minimum balance requirement by that time, the Fund will charge a $9 fee for that
quarter and each subsequent quarter until the account is brought up to the
minimum balance. The service fee will be deducted from the account during the
first week of each calendar quarter for the previous quarter, and will be used
to help defray the cost of maintaining low-balance accounts. No fees will be
charged without proper notice and no CDSC will apply to such assessments.
The Fund also reserves the right, upon sixty days' written notice, to
redeem accounts that remain under $1,000 as a result of redemptions. An investor
making the minimum initial investment may be subject to involuntary redemption
without the imposition of a CDSC if he or she redeems any portion of his or her
account.

REDEMPTION AND EXCHANGE

You can redeem or exchange your shares in a number of different ways.
The exchange service is useful if your investment requirements change and you
want an easy way to invest in equity, more aggressive bond or tax- advantaged
funds. Exchanges are subject to the requirements of each fund and all exchanges
from one fund or class to another constitute taxable events. See Taxes. Further,
in order for an exchange to be processed, shares acquired must be registered in
the state where the acquiring shareholder resides. You may want to consult your
financial adviser or investment dealer to discuss which funds in the Delaware
Group will best meet your changing objectives and the consequences of any
exchange transaction. You may also call the Delaware Group directly for fund
information.
Your shares will be redeemed or exchanged at a price based on the net
asset value per share next determined after we receive your request in good
order subject, in the case of a redemption, to any applicable CDSC. Redemption
or exchange requests received in good order after the time the net asset value
is determined, as noted above, will be processed on the next business day. See
Purchase Price and Effective Date under Buying Shares. A shareholder submitting
a redemption may indicate that he or she wishes to receive redemption proceeds
of a specific dollar amount. In the case of such a request, and in the case of
certain redemptions from retirement plan accounts, the Fund will redeem the
number of shares necessary to deduct the applicable CDSC and tender to the
shareholder the requested amount, assuming the shareholder holds enough shares
in his or her account for the redemption to be processed in this manner.
Otherwise, the amount tendered to the shareholder upon redemption will be
reduced by the amount of the applicable CDSC.
Except as noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. For exchange requests, you must
also provide the name of the fund you want to receive the proceeds. Exchange
instructions and redemption requests must be signed by the record owner(s)

-21-
<PAGE>

exactly as the shares are registered. You may request a redemption or an
exchange by calling the Fund at 800-523-1918 (in Philadelphia, 215-988-1241).
The Fund may suspend, terminate, or amend the terms of, the exchange privilege
upon sixty days' written notice to shareholders.
The Fund will honor written redemption requests of shareholders who
recently purchased shares by check, but will not mail the proceeds until it is
reasonably satisfied that the purchase check has cleared, which may take up to
fifteen days from the purchase date. The Fund will not honor telephone
redemptions for shares recently purchased by check unless it is reasonably
satisfied that the purchase check has cleared. You can avoid this potential
delay if you purchase shares by wiring Federal Funds. The Fund reserves the
right to reject a written or telephone redemption request or delay payment of
redemption proceeds if there has been a recent change to the shareholder's
address of record.
There is no front-end sales charge or fee for exchanges made between
shares of funds which both carry a front-end sales charge. Any applicable
front-end sales charge will apply to exchanges from shares of funds not subject
to a front-end sales charge, except for transfers involving assets that were
previously invested in a fund with a front-end sales charge and/or transfers
involving the reinvestment of dividends.
Holders of Class B Shares or Class C Shares ("Original Shares") that
exchange their shares for Class B Shares of other Class B Funds or Class C
Shares of other Class C Funds, as applicable (in each case, "New Shares") will
not be subject to a CDSC that might otherwise be due upon redemption of the
Original Shares. However, such shareholders will continue to be subject to the
CDSC and, in the case of Class B Shares, the automatic conversion schedule of
the Original Shares as described in this Prospectus and any CDSC assessed upon
redemption will be charged by the Fund. In an exchange of Class B Shares, the
Fund's CDSC schedule may be higher than the CDSC schedule relating to the New
Shares acquired as a result of the exchange. For purposes of computing the CDSC
that may be payable upon a disposition of the New Shares, the period of time
that an investor held the Original Shares is added to the period of time that an
investor held the New Shares. With respect to Class B Shares, the automatic
conversion schedule of the Original Shares may be longer than that of the New
Shares. Consequently, an investment in New Shares by exchange may subject an
investor to the higher 12b-1 fees applicable to Class B Shares of the Fund for a
longer period of time than if the investment in New Shares were made directly.
Various redemption and exchange methods are outlined below. Except for
the CDSC applicable to certain redemptions of Class B and Class C Shares, there
is no fee charged by the Fund or the Distributor for redeeming or exchanging
your shares, but such fees could be charged in the future. You may have your
investment dealer arrange to have your shares redeemed or exchanged. Your
investment dealer may charge for this service.
All authorizations given by shareholders, including selection of any of
the features described below, shall continue in effect until such time as a
written revocation or modification has been received by the Fund or its agent.

All exchanges involve a purchase of shares of the fund into which the
exchange is made. As with any purchase, an investor should obtain and carefully
read that fund's prospectus before buying shares in an exchange. The prospectus
contains more complete information about the fund, including charges and
expenses.

Written Redemption
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103
to redeem some or all of your shares. The request must be signed by all owners
of the account or your investment dealer of record. For redemptions of more than
$50,000, or when the proceeds are not sent to the shareholder(s) at the address
of record, the Fund requires a signature by all owners of the account and a
signature guarantee for each owner. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. The Fund may require further documentation from corporations,
executors, retirement plans, administrators, trustees or guardians.
Payment is normally mailed the next business day, but no later than
seven days, after receipt of your redemption request.

-22-
<PAGE>

Written Exchange
You may also write to the Fund (at 1818 Market Street, Philadelphia, PA
19103) to request an exchange of any or all of your shares into another mutual
fund in the Delaware Group, subject to the same conditions and limitations as
other exchanges noted above.

Telephone Redemption and Exchange
The Telephone Redemption - Check to Your Address of Record service and
the Telephone Exchange service, both of which are described below, are
automatically provided unless you notify the Fund in writing that you do not
wish to have such services available with respect to your account. The Fund
reserves the right to modify, terminate or suspend these procedures upon sixty
days' written notice to shareholders. It may be difficult to reach the Fund by
telephone during periods when market or economic conditions lead to an unusually
large volume of telephone requests.
Neither the Fund nor the Transfer Agent is responsible for any
shareholder loss incurred in acting upon written or telephone instructions for
redemption or exchange of Fund shares which are reasonably believed to be
genuine. With respect to such telephone transactions, the Fund will follow
reasonable procedures to confirm that instructions communicated by telephone are
genuine (including verification of a form of personal identification) as, if it
does not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Instructions received by telephone are
generally tape recorded, and a written confirmation will be provided for all
purchase, exchange and redemption transactions initiated by telephone. By
exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

Telephone Redemption - Check to Your Address of Record
The Telephone Redemption feature is a quick and easy method to redeem
shares. You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be payable
to the shareholder(s) of record. Payment is normally mailed the next business
day, but no more than seven days, after receipt of the request. This service is
only available to individual, joint and individual fiduciary-type accounts.

Telephone Redemption - Proceeds to Your Bank
Redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check. You should authorize this
service when you open your account. If you change your predesignated bank
account, the Fund requires an Authorization Form with your signature guaranteed.
For your protection, your authorization must be on file. If you request a wire,
your funds will normally be sent the next business day. CoreStates Bank, N.A.'s
fee (currently $7.50) will be deducted from your redemption. If you ask for a
check, it will normally be mailed the next business day, but no later than seven
days, after receipt of your request to your predesignated bank account. Except
for any CDSC which may be applicable to Class B and Class C Shares, there are no
fees for this redemption method, but the mail time may delay getting funds into
your bank account. Simply call the Fund's Shareholder Service Center prior to
the time the offering price and net asset value are determined, as noted above.
If expedited payment by check or wire could adversely affect the Fund,
the Fund may take up to seven days to pay.

Telephone Exchange
The Telephone Exchange feature is a convenient and efficient way to
adjust your investment holdings as your liquidity requirements and investment
objectives change. You or your investment dealer of record can exchange your
shares into any fund in the Delaware Group under the same registration, subject
to the same conditions and limitations as other exchanges noted above. As with
the written exchange service, telephone exchanges are subject to the
requirements of each fund, as described above. Telephone exchanges may be
subject to limitations as to amounts or frequency.

Systematic Withdrawal Plans
1. Regular Plans
This plan provides shareholders with a consistent monthly (or
quarterly) payment. This is particularly useful to shareholders living on fixed

-23-
<PAGE>

incomes, since it can provide them with a stable supplemental amount. With
accounts of at least $5,000, you may elect monthly withdrawals of $25 (quarterly
$75) or more. The Fund does not recommend any particular monthly amount, as each
shareholder's situation and needs vary. Payments are normally made by check. You
may elect to have your payments transferred from your Fund account to your
predesignated bank account through the Delaware Group's MoneyLine service. Your
funds will normally be credited to your bank account two business days after the
payment date. Except for the CDSC which may be applicable to Class B Shares and
Class C Shares as noted below, there are no fees for this redemption method. You
can initiate the MoneyLine service by completing an Authorization Agreement. If
the name and address on your bank account are not identical to the name and
address on your Fund account, you must have your signature guaranteed. Please
call the Shareholder Service Center for additional information.

2. Retirement Plans
For shareholders eligible under the applicable retirement plan to
receive benefits in periodic payments, the Fund's Systematic Withdrawal Plan
provides you with maximum flexibility. A number of formulas are available for
calculating your withdrawals, depending upon whether the distributions are
required or optional. Withdrawals must be for $25 or more; however, no minimum
account balance is required. The MoneyLine Service is not available with respect
to retirement plans.

* * *

With respect to Class B Shares and Class C Shares redeemed via a
Systematic Withdrawal Plan, any applicable CDSC will be waived if, on the date
that the Plan is established, the annual amount selected to be withdrawn is less
than 12% of the account balance. If the annual amount selected to be withdrawn
exceeds 12% of the account balance on the date that the Systematic Withdrawal
Plan is established, all redemptions under the Plan will be subject to the
applicable CDSC. Whether a waiver of the CDSC is available or not, the first
shares to be redeemed for each Systematic Withdrawal Plan payment will be those
not subject to a CDSC because they have either satisfied the required holding
period or were acquired through the reinvestment of distributions. The 12%
annual limit will be reset on the date that any Systematic Withdrawal Plan is
modified (for example, a change in the amount selected to be withdrawn or the
frequency or date of withdrawals), based on the balance in the account on that
date. See Waiver of CDSC Class B and Class C Shares, below.
For more information on Systematic Withdrawal Plans, call the
Shareholder Service Center.

Wealth Builder Option
Shareholders may elect to invest in other mutual funds in the Delaware
Group through our Wealth Builder Option. Under this automatic exchange program,
shareholders can authorize regular monthly amounts (minimum of $100 per fund) to
be liquidated from their Fund account and invested automatically into an account
in one or more funds in the Delaware Group. If, in connection with the Wealth
Builder Option, a shareholder wishes to open a new account in such other fund or
funds to receive the automatic investment, such new account must meet such other
fund's minimum initial purchase requirements. Investments under this option are
exchanges and are therefore subject to the same conditions and limitations as
other exchanges noted above.
Shareholders can use the Wealth Builder Option to invest in the Fund
through regular liquidations of shares in their accounts in other funds in the
Delaware Group, subject to the same conditions and limitations as other
exchanges noted above. Shareholders can terminate their participation at any
time by written notice to the Fund. See Redemption and Exchange.

Waiver of CDSC
The CDSC on certain redemptions of Class B Shares is waived in
connection with the following redemptions: (i) redemptions that result from the
Fund's right to liquidate a shareholder's account if the aggregate net asset

-24-
<PAGE>

value of the shares held in the account is less than the then-effective minimum
account size; (ii) returns of excess contributions to an IRA or 403(b)(7)
Deferred Compensation Plan; (iii) required minimum distributions from an IRA,
403(b)(7) Deferred Compensation Plan or 457 Deferred Compensation Plan; and (iv)
distributions from an account if the redemption results from the death of all
registered owners of the account (in the case of accounts established under the
Uniform Gifts to Minors or Uniform Transfers to Minors Acts or trust accounts,
the waiver applies upon the death of all beneficial owners) or a total and
permanent disability (as defined in Section 72 of the Internal Revenue Code) of
all registered owners occurring after the purchase of the shares being redeemed.
The CDSC on certain redemptions of Class C Shares is waived in
connection with the following redemptions: (i) redemptions that result from the
Fund's right to liquidate a shareholder's account if the aggregate net asset
value of the shares held in the account is less than the then- effective minimum
account size; (ii) returns of excess contributions to an IRA, 403(b)(7) Deferred
Compensation Plan, Profit Sharing Plan, Money Purchase Pension Plan or 401(k)
Defined Contribution Plan; (iii) required minimum distributions from an IRA,
403(b)(7) Deferred Compensation Plan, 457 Deferred Compensation Plan, Profit
Sharing Plan, Money Purchase Pension Plan or 401(k) Defined Contribution Plan;
(iv) distributions from a 403(b)(7) Deferred Compensation Plan, 457 Deferred
Compensation Plan, Profit Sharing Plan or 401(k) Defined Contribution Plan under
hardship provisions of the plan; (v) distributions from a 403(b)(7) Deferred
Compensation Plan, 457 Deferred Compensation Plan, Profit Sharing Plan, Money
Purchase Pension Plan or a 401(k) Defined Contribution Plan upon attainment of
normal retirement age under the plan or upon separation from service; (vi)
distributions from an IRA on or after attainment of age 59 1/2; and (vii)
distributions from an account if the redemption results from the death of all
registered owners of the account (in the case of accounts established under the
Uniform Gifts to Minors or Uniform Transfers to Minors Acts or trust accounts,
the waiver applies upon the death of all beneficial owners) or a total and
permanent disability (as defined in Section 72 of the Internal Revenue Code) of
all registered owners occurring after the purchase of the shares being redeemed.
In addition, the CDSC will be waived on Class B and Class C Shares
redeemed in accordance with a Systematic Withdrawal Plan if the annual amount
selected to be withdrawn under the Plan does not exceed 12% of the value of the
account on the date that the Systematic Withdrawal Plan was established or
modified.

DIVIDENDS AND DISTRIBUTIONS

The Fund declares a dividend to all shareholders of record at the time
the offering price (net asset value) of shares is determined. See Purchase Price
and Effective Date under Buying Shares. Thus, when redeeming shares, dividends
continue to accrue up to and including the date of redemption.
Purchases by wire of shares begin earning dividends when converted into
Federal Funds and become available for investment, normally the next business
day after receipt. However, if the Fund is given prior notice of a Federal Funds
wire and an acceptable written guarantee of timely receipt from an investor
satisfying the Fund's credit policies, the purchase will start earning dividends
on the date the wire is received. Purchases by check earn dividends upon
conversion to Federal Funds, normally one business day after receipt.

The Fund's dividends are declared daily and paid monthly on the last
day of each month. Payment by check of cash dividends will ordinarily be mailed
within three business days after the payable date. Short-term capital gains
distributions, if any, may be paid with the daily dividend; otherwise, they will
be distributed annually during the first quarter following the close of the
fiscal year.

Each class of shares of the Fund will share proportionately in the
investment income and expenses of the Fund, except that: (i) the per share
dividends and distributions on Class B Shares and Class C Shares will be lower
than the per share dividends from net investment income on the Class A Shares
and the Consultant Class Shares as a result of the higher expenses under the
12b-1 Plan relating to each of the Class B Shares and Class C Shares; and (ii)
the per share dividends from net investment income on Class B Shares, Class C

-25-
<PAGE>

Shares and Consultant Class Shares will be lower than the per share dividends on
Class A Shares as such class incurs no 12b-1 Plan expenses. See Distribution
(12b-1) and Service under Management of the Fund.
For the seven-day period ended March 31, 1995, the annualized current
yield of the Class B Shares was 4.13% and the compounded effective yield was
4.21%. Class C Shares were not offered prior to the date of this Prospectus.
Both dividends and distributions will be automatically reinvested in
your account at net asset value unless you elect otherwise. Any check in payment
of dividends or other distributions which cannot be delivered by the United
States Post Office or which remains uncashed for a period of more than one year
may be reinvested in the shareholder's account at the then-current net asset
value and the dividend option may be changed from cash to reinvest. If you elect
to have your dividends and distributions in cash and such dividends and
distributions are in an amount of $25 or more, you may choose Delaware Group's
MoneyLine service and have such payments transferred from your Fund account to
your predesignated bank account. Your funds will normally be credited to your
bank account two business days after the payment date. There are no fees for the
MoneyLine Service. See Systemic Withdrawal Plan for Class B Shares and Class C
Shares under Redemption and Exchange for information regarding authorization of
this service. This service is not available for retirement plans. Please call
the Shareholder Service Center for additional information.
During the fiscal year ended March 31, 1995, dividends totaling $0.0279
per share of the Class B Shares were paid from net investment income.
See The Delaware Difference for more information on reinvestment
options.

TAXES

The Fund has qualified, and intends to continue to qualify, as a
regulated investment company under Subchapter M of the Internal Revenue Code
(the "Code"). As such, the Fund will not be subject to federal income tax, or to
any excise tax, to the extent its earnings are distributed as provided in the
Code.
The Fund intends to distribute substantially all of its net investment
income and net capital gains, if any. Dividends from net investment income or
net short-term capital gains will be taxable to you as ordinary income, whether
received in cash or in additional shares. No portion of the Fund's distributions
will be eligible for the dividends-received deduction for corporations.
Although the Fund does not expect to distribute any long-term capital
gains, any capital gains distributions paid by the Fund, whether received in
cash or in additional shares, are taxable to those investors who are subject to
income taxes as long-term capital gains, regardless of the length of time an
investor owns shares in the Fund.
The sale of Fund shares is a taxable event and may result in a capital
gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
two mutual funds (or two series or portfolios of a mutual fund). However, since
the Fund seeks to maintain a constant $1.00 share price for both purchases and
redemptions, shareholders are not expected to realize a capital gain or loss
upon sale, although a capital loss might result from the imposition of the CDSC
upon redemption.
Dividends which are declared in October, November or December to
shareholders of record in such a month but which, for operational reasons, may
not be paid to the shareholder until the following January, will be treated for
tax purposes as if paid by the Fund and received by the shareholder on December
31 of the calendar year in which they are declared.

The automatic conversion of Class B Shares into Consultant Class Shares
of the Fund at the end of approximately eight years after purchase will be
tax-free for federal income tax purposes. See Automatic Conversion of Class B
Shares under Buying Shares.

-26-
<PAGE>

In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions. Distributions of interest income and capital gains
realized from certain types of U.S. Government securities may be exempt from
state personal income taxes. Shares of the Fund are exempt from Pennsylvania
county personal property taxes.

Each year, the Fund will mail to you information on the tax status of
the Fund's dividends and distributions. Shareholders will also receive each year
information as to the portion of dividend income, if any, that is derived from
U.S. Government securities that are exempt from state income tax. Of course,
shareholders who are not subject to tax on their income would not be required to
pay tax on amounts distributed to them by the Fund.

The Fund is required to withhold 31% of taxable dividends, capital
gains distributions, and redemptions paid to shareholders who have not complied
with IRS taxpayer identification regulations. You may avoid this withholding
requirement by certifying on your Account Registration Form your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.

The tax discussion set forth above is included for general information
only. Investors should consult their own tax advisers concerning the federal,
state, local or foreign tax consequences of an investment in the Fund.

NET ASSET VALUE PER SHARE

The purchase price of Class B Shares and Class C Shares is equal to the
net asset value ("NAV") per share that is next computed after the order is
received. The NAV is computed as of the close of regular trading on the New York
Stock Exchange (ordinarily, 4 p.m., Eastern time) on days when the Exchange is
open.

The NAV per share is computed by adding the value of all securities and
other assets in the portfolio, deducting any liabilities (expenses and fees are
accrued daily) and dividing by the number of shares outstanding.
The Fund's total net assets are determined by valuing the portfolio
securities at amortized cost. Under the direction of the Board of Directors,
certain procedures have been adopted to monitor the value of the Fund's
securities and stabilize the price per share at $1.00. Prior to January 1, 1991,
the portfolio of the Fund was managed to maintain a constant $10 per share
value. The Fund accomplished this change by effecting a ten-to-one stock split
for shareholders of record on that date.

Each of the Fund's four classes will bear, pro-rata, all of the common
expenses of the Fund. The net asset values of all outstanding shares of each
class of the Fund will be computed on a pro-rata basis for each outstanding
share based on the proportionate participation in the Fund represented by the
value of shares of that class. All income earned and expenses incurred by the
Fund will be borne on a pro-rata basis by each outstanding share of a class,
based on each class' percentage in the Fund represented by the value of shares
of such classes, except that Class A Shares will not incur any of the expenses
under the Fund's 12b-1 Plans and Class B Shares, Class C Shares and Consultant
Class Shares alone will bear the 12b-1 Plan expenses payable under their
respective 12b-1 Plans. Due to the specific distribution expenses and other
costs that will be allocable to each class, the dividends paid to each class of
the Fund may vary. However, the NAV per share of each class is expected to be
equivalent.

See Part B for additional information.

-27-
<PAGE>

MANAGEMENT OF THE FUND

Directors
The business and affairs of the Fund are managed under the direction of
its Board of Directors. Part B contains additional information regarding the
directors and officers.

Investment Manager
The Manager furnishes investment management services to the Fund.

The Manager and its predecessors have been managing the funds in the
Delaware Group since 1938. On March 31, 1995, the Manager and its affiliate,
Delaware International Advisers Ltd., were managing in the aggregate more than
$25 billion in assets in the various institutional (approximately
$16,273,256,000) and investment company (approximately $9,579,965,000) accounts.
The Manager is an indirect, wholly-owned subsidiary of Delaware
Management Holdings, Inc. ("DMH"). On April 3, 1995, a merger between DMH and a
wholly-owned subsidiary of Lincoln National Corporation ("Lincoln National") was
completed. DMH and the Manager are now wholly-owned subsidiaries, and subject to
the ultimate control, of Lincoln National. Lincoln National, with headquarters
in Fort Wayne, Indiana, is a diversified organization with operations in many
aspects of the financial services industry, including insurance and investment
management. In connection with the merger, a new Investment Management Agreement
between the Fund and the Manager was executed following shareholder approval.
The Manager manages the Fund's portfolio, makes investment decisions
and implements them. The Manager also administers the Fund's affairs and pays
the Fund's rent and the salaries of all the directors, officers and employees of
the Fund who are affiliated with the Manager.

Portfolio Trading Practices
Portfolio trades are generally made on a net basis without brokerage
commissions. However, the price may include a mark-up or mark-down.
Banks, brokers or dealers are selected by the Manager to execute the
Fund's portfolio transactions.
The Manager uses its best efforts to obtain the best available price
and most favorable execution for portfolio transactions. Orders may be placed
with brokers or dealers who provide brokerage and research services to the
Manager or its advisory clients. These services may be used by the Manager in
servicing any of its accounts. Subject to best price and execution, the Manager
may consider a broker/dealer's sales of Fund shares in placing portfolio orders,
and may place orders with broker/dealers that have agreed to defray certain Fund
expenses such as custodian fees.

-28-
<PAGE>

Performance Information
From time to time, the Fund may publish the "yield" and "effective
yield" for Class B Shares and Class C Shares. Both yield figures are based on
historical earnings and are not intended to indicate future performance. The
"yield" of the Class B Shares and Class C Shares refers to the income generated
by an investment in the class over a specified seven-day period. This income is
then "annualized," which means the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period and
is shown as a percentage of the investment. The "effective yield" is calculated
in a similar manner but, when annualized, the income earned by an investment in
Class B Shares or Class C Shares is assumed to be reinvested. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment. Yield fluctuates and is not guaranteed. The
Fund may also publish aggregate and average annual total return information
concerning Class B Shares and Class C Shares which will reflect the compounded
rate of return of an investment in the Class over a specified period of time and
will assume the reinvestment of all distributions at net asset value and the
deduction of any applicable CDSC at the end of the relevant period. In addition,
the Fund may present total return information that does not reflect the
deduction of any applicable CDSC. In this case, such total return would be more
favorable than total return information which includes deductions of any
applicable CDSC. Past performance is not an indication of future results.

Distribution (12b-1) and Service
The Distributor, Delaware Distributors, L.P. (which formerly conducted
business as Delaware Distributors, Inc.), serves as the national distributor for
the Class B Shares and Class C Shares under a Distribution Agreement dated April
3, 1995, as amended on November 29, 1995.
The Fund has adopted a separate distribution plan under Rule 12b-1 for
each of the Class B Shares and the Class C Shares (the "Plans"). The Plans
permit the Fund to pay the Distributor from assets of the respective Classes a
monthly fee for its 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 Class B Shares
and Class C Shares, 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 the Class B Shares or the Class C Shares and increase
sales of such shares. In addition, the Fund may make payments from the assets of
the Class B Shares or the Class C Shares directly to others, such as banks, who
aid in the distribution of its shares or provide services in respect of shares,
pursuant to agreements with the Fund.
The Plan expenses relating to each of the Class B Shares and the Class
C Shares are also used to pay the Distributor for advancing the commission costs
to dealers with respect to the initial sale of such shares.
The aggregate fees paid by the Fund from the respective assets of Class
B Shares and Class C Shares to the Distributor and others under the Plans may
not exceed 1% (.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) of each of the Class B Shares' and the Class C
Shares' average daily net assets in any year. Class B Shares and Class C Shares
will not incur any distribution expenses beyond these limits. The applicable
limits 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.

-29-
<PAGE>

The Fund has also adopted a plan under Rule 12b-1 for Consultant Class
Shares. The aggregate fees paid by the Fund from the Consultant Class Shares'
assets to the Distributor and others under such plan may not exceed .30% of such
class' average daily net assets in any year.Consultant Class Shares will not
incur any distribution expenses beyond this limit, which may not be increased
without shareholder approval. The Board of Directors has set the current fee for
Consultant Class Shares at .25% of average daily net assets. The Distributor
may, however, incur additional expenses and make additional payments to dealers
from its own resources to promote the distribution of Consultant Class Shares.
Class A Shares do not have a 12b-1 Plan. Such shares are not included
in calculating the expenses under the Plans, and the Plans are not used to
assist in the distribution and marketing of Class A Shares.
While 12b-1 Plan expenses may not exceed (i) 1% annually with respect
to Class B Shares and Class C Shares and (ii) .30% annually with respect to
Consultant Class Shares, the 12b-1 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 12b-1 Plans. The monthly fees paid to the Distributor are subject
to the review and approval of the Fund's unaffiliated directors who may reduce
the fee or terminate the 12b-1 Plans at any time.
The NASD has adopted amendments to its Rules of Fair Practice relating
to investment company sales charges. The Fund and the Distributor intend to
operate in compliance with these rules.
The Transfer Agent, Delaware Service Company, Inc., serves as the
shareholder servicing, dividend disbursing and transfer agent for the Fund under
an Agreement dated December 20, 1990. The directors annually review service fees
paid to the Transfer Agent.
The Distributor and the Transfer Agent are also indirect, wholly-owned
subsidiaries of DMH.

Expenses
The Fund is responsible for all of its own expenses other than those
expenses borne by the Manager under the Investment Management Agreement and
those borne by the Distributor under the Distribution Agreement. The ratio of
expenses to average daily net assets of the Class B Shares for the period May 2,
1994 (date of initial public offering) through March 31, 1995 was 2.01%,
annualized, and reflects the impact of its Plan. The Fund anticipates that the
expense ratio for the Class C Shares will be identical to the expense ratio for
the Class B Shares.

Shares
The Fund was originally created in 1977, organized as a Pennsylvania
business trust in 1983 and reorganized as a Maryland corporation in 1990. The
Fund is an open-end management investment company and its portfolio of assets is
diversified as defined by the 1940 Act. The Fund currently has authorized
capital of ten billion shares of common stock, $.001 par value per share.
In addition to the Class B and Class C Shares, the Fund also offers
Class A Shares and Consultant Class Shares. Shares of each class represent a
proportionate interest in the assets of the Fund and have the same voting and
other rights and preferences as the other classes of shares of the Fund, except
that the Class A Shares are not subject to, and may not vote on matters
affecting, the 12b-1 Plans relating to the Class B Shares, the Class C Shares
and the Consultant Class Shares. Similarly, the shareholders of Consultant Class

-30-
<PAGE>

Shares are not subject to, and may not vote on matters affecting, the Plans
relating to Class B Shares and Class C Shares. As a general matter, shareholders
of Class B Shares and Class C Shares are not subject to, and may not vote on
matters affecting, the 12b-1 Plan relating to the Consultant Class Shares.
However, Class B Shares may vote on a proposal to increase materially the fees
to be paid by the Fund under the 12b-1 Plan relating to the Consultant Class
Shares.
All Fund shares have noncumulative voting rights which means that the
holders of more than 50% of the Fund's shares voting for the election of
directors can elect 100% of the directors if they choose to do so. Under
Maryland law, the Fund is not required, and does not intend, to hold annual
meetings of shareholders unless, under certain circumstances, it is required to
do so under the 1940 Act. Shareholders of 10% or more of the Fund's shares may
request that a special meeting be called to consider the removal of a director.
Cash Reserve B Class is known as Delaware Cash Reserve B Class. Cash
Reserve A Class is known as Delaware Cash Reserve A Class. From May 1992 to May
1994, Delaware Cash Reserve A Class was known as Delaware Cash Reserve class,
and prior to May 1992, was known as the original class. Cash Reserve Consultant
Class is known as Delaware Cash Reserve Consultant Class. From November 1992 to
May 1994, Delaware Cash Reserve Consultant Class was known as Delaware Cash
Reserve Consultant class, which from May 1992 to November 1992, was known as
Delaware Cash Reserve (Institutional) class, and which, prior to May 1992, was
known as the consultant class.

-31-
<PAGE>

----------------------------

DELAWARE CASH RESERVE

----------------------------

B CLASS

----------------------------

C CLASS

----------------------------
The Delaware Group includes
funds with a wide range of investment
objectives. Stock funds, income funds,
tax-free funds, money market funds,
global and international funds and
closed-end equity funds give investors
the ability to create a portfolio that
fits their personal financial goals.
For more information, contact your
financial adviser or call Delaware Group P R O S P E C T U S
at 800-523-4640.
----------------------------

November 29, 1995

INVESTMENT MANAGER
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA 19103
NATIONAL DISTRIBUTOR While the Fund will make
Delaware Distributors, L.P. every effort to maintain a
1818 Market Street stable net asset value of $1
Philadelphia, PA 19103 per share, there is no
SHAREHOLDER SERVICING, assurance that the Fund will
DIVIDEND DISBURSING be able to do so. The shares
AND TRANSFER AGENT of the Fund are neither
Delaware Service Company, Inc. insured nor guaranteed by the
1818 Market Street U.S. Government.
Philadelphia, PA 19103
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young
One Commerce Square
Philadelphia, PA 19103
INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103
CUSTODIAN
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, NY 10260 DELAWARE
GROUP
========

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

The Delaware Cash Reserve A Class' and Delaware Cash Reserve
Consultant Class' Prospectuses dated May 30, 1995, are incorporated
into this filing by reference to the electronic filings of those
Prospectuses made pursuant to Rule 485(b) on May 30, 1995. The
Supplements to those Prospectuses dated July 1, 1995 that were filed
with the Commission on July 7, 1995 pursuant to Rule 497(e) are not
incorporated by reference. Those Supplements will be superseded by the
Supplements included with this filing as of the effective date of this
filing.

<PAGE>

November 29, 1995

DELAWARE GROUP CASH RESERVE, INC.

Delaware Cash Reserve A Class

Supplement to Prospectus dated May 30, 1995

The following modifies the second paragraph in the section entitled The
Conditions of your Purchase under Buying Shares:

Beginning July 1, 1995, the Fund reserved the right,
following shareholder notification, to charge a service fee on
non-retirement accounts that have remained below the minimum
stated account balance for a period of three or more
consecutive months. Holders of such accounts may be notified
of their below minimum status and advised that they have until
the end of the current calendar quarter to raise their balance
to the stated minimum. If the account has not reached the
minimum balance requirement by that time, the Fund will charge
a $9 fee for that quarter and each subsequent calendar quarter
until the account is brought up to the minimum balance. The
service fee will be deducted from the account during the first
week of each calendar quarter for the previous quarter, and
will be used to help defray the cost of maintaining low
balance accounts. No fees will be charged without proper
notice and no contingent deferred sales charge will apply to
such assessments.

ADDITIONAL CLASSES

In addition to the Delaware Cash Reserve A Class, the Fund offers the
Delaware Cash Reserve B Class, the Delaware Cash Reserve C Class and the
Delaware Cash Reserve Consultant Class shares (together, the "Fund Classes"),
which are described in separate prospectuses relating to the Fund Classes. The
Fund Classes may have sales charges and other expenses that are different from
the Delaware Cash Reserve A Class and that may affect the performance of the
Fund Classes. For a prospectus relating to any of the Fund Classes, write to
Delaware Distributors, L.P. at 1818 Market Street, Philadelphia, PA 19103, or
call at one of the following telephone numbers: 800-523-4640 (Nationwide) or
215-988-1333 (Philadelphia).

<PAGE>

INVESTMENT STRATEGY

The following supplements the information in the section entitled
Investment Strategy under Investment Objective and Policy:

Rule 144A Securities

The Fund may invest in restricted securities,
including securities eligible for resale without registration
pursuant to Rule 144A ("Rule 144A Securities") under the
Securities Act of 1933. Rule 144A permits many privately
placed and legally restricted securities to be freely traded
among certain institutional buyers such as the Fund. The Fund
may invest no more than 10% of the value of its net assets in
illiquid securities.

While maintaining oversight, the Board of Directors
has delegated to the Manager the day-to-day function of
determining whether or not individual Rule 144A Securities are
liquid for purposes of the Fund's 10% limitation on
investments in illiquid assets. The Board has instructed the
Manager to consider the following factors in determining the
liquidity of a Rule 144A Security: (i) the frequency of trades
and trading volume for the security; (ii) whether at least
three dealers are willing to purchase or sell the security and
the number of potential purchasers; (iii) whether at least two
dealers are making a market in the security; (iv) the nature
of the security and the nature of the marketplace trades
(e.g., the time needed to dispose of the security, the method
of soliciting offers, and the mechanics of transfer).

If the Manager determines that a Rule 144A Security
which was previously determined to be liquid is no longer
liquid and, as a result, the Fund's holdings of illiquid
securities exceed the Fund's 10% limit on investments in such
securities, the Manager will determine what action to take to
ensure that the Fund continues to adhere to such limitation.

-2-

<PAGE>

November 29, 1995

DELAWARE GROUP CASH RESERVE, INC.

Delaware Cash Reserve Consultant Class

Supplement to Prospectus dated May 30, 1995

The following modifies the second paragraph in the section entitled The
Conditions of your Purchase under Buying Shares:

ADDITIONAL CLASSES

In addition to the Delaware Cash Reserve Consultant Class, the Fund
offers the Delaware Cash Reserve A Class, the Delaware Cash Reserve B Class and
the Delaware Cash Reserve C Class shares (together, the "Fund Classes"), which
are described in separate prospectuses relating to the Fund Classes. The Fund
Classes may have sales charges and other expenses that are different from the
Delaware Cash Reserve Consultant Class and that may affect the performance of
the Fund Classes. For a prospectus relating to any of the Fund Classes, write to
Delaware Distributors, L.P. at 1818 Market Street, Philadelphia, PA 19103, or
call at one of the following telephone numbers: 800-523-4640 (Nationwide) or
215-988-1333 (Philadelphia).

<PAGE>

INVESTMENT STRATEGY

The following supplements the information in the section entitled
Investment Strategy under Investment Objective and Policy:

Rule 144A Securities

-2-

<PAGE>

- -------------------------------------------------------------------------------
PART B--STATEMENT OF ADDITIONAL INFORMATION
November 29, 1995
- -------------------------------------------------------------------------------

DELAWARE GROUP CASH RESERVE, INC.

- -------------------------------------------------------------------------------

1818 Market Street
Philadelphia, PA 19103

- -------------------------------------------------------------------------------
For Prospectus and Performance:
Nationwide 800-523-4640
Philadelphia 215-988-1333
Information on Existing Accounts:
(SHAREHOLDERS ONLY)
Nationwide 800-523-1918
Philadelphia 215-988-1241
Dealer Services:
(BROKER/DEALERS ONLY)
Nationwide 800-362-7500
Philadelphia 215-988-1050
- -------------------------------------------------------------------------------

TABLE OF CONTENTS

- -------------------------------------------------------------------------------
Cover Page
- -------------------------------------------------------------------------------
Investment Objective and Policy
- -------------------------------------------------------------------------------
Performance Information
- -------------------------------------------------------------------------------
Trading Practices
- -------------------------------------------------------------------------------
Purchasing Shares
- -------------------------------------------------------------------------------
Retirement Plans
- -------------------------------------------------------------------------------
Offering Price
- -------------------------------------------------------------------------------
Redemption
- -------------------------------------------------------------------------------
Dividends and Realized Securities
Profits Distributions
- -------------------------------------------------------------------------------
Taxes
- -------------------------------------------------------------------------------
Investment Management Agreement
- -------------------------------------------------------------------------------
Officers and Directors
- -------------------------------------------------------------------------------
Exchange Privilege
- -------------------------------------------------------------------------------
General Information
- -------------------------------------------------------------------------------
Appendix A--Description of Ratings
- -------------------------------------------------------------------------------
Appendix B--IRA Information
- -------------------------------------------------------------------------------
Financial Statements
- -------------------------------------------------------------------------------

-1-

<PAGE>

Delaware Group Cash Reserve, Inc. (the "Fund") currently offers four
classes of shares (individually, a "Class" and collectively, the "Classes")--the
Delaware Cash Reserve A Class (the "Class A Shares"), the Delaware Cash Reserve
Consultant Class (the "Consultant Class Shares"), the Delaware Cash Reserve B
Class (the "Class B Shares") and the Delaware Cash Reserve C Class ("Class C
Shares"). Shares of each Class are purchased at net asset value, without a
front-end sales charge. Class A Shares are not subject to annual 12b-1 Plan
expenses; Consultant Class Shares are subject to annual 12b-1 Plan expenses;
Class B Shares are subject to a contingent deferred sales charge ("CDSC") which
may be imposed on redemptions made within six years of purchase and annual 12b-1
Plan expenses for approximately eight years after purchase. Class C Shares are
subject to a CDSC which may be imposed on redemptions made within twelve months
of purchase and annual 12b-1 Plan expenses which are assessed against Class C
Shares for the life of the investment. At the end of approximately eight years
after purchase, the investor's Class B Shares will be automatically converted
into Consultant Class Shares. See Automatic Conversion of Class B Shares in the
Prospectus for that Class. Such conversion will constitute a tax-free exchange
for federal income tax purposes. See Taxes in the Prospectus for Class B Shares.
This Statement of Additional Information ("Part B" of the registration
statement) relates to each Class of shares of the Fund and supplements the
information contained in the current Prospectus for Class B Shares and Class C
Shares dated November 29, 1995, and the current Prospectus for each of the Class
A Shares and Consultant Class Shares dated May 30, 1995 and the supplement
thereto dated November 29, 1995, as they may be amended from time to time. It
should be read in conjunction with the respective Class' Prospectus. Part B is
not itself a prospectus but is, in its entirety, incorporated by reference into
each Class' Prospectus. Each Class' Prospectus may be obtained by writing or
calling your investment dealer or by contacting the Fund's national distributor,
Delaware Distributors, L.P. (the "Distributor"), 1818 Market Street,
Philadelphia, PA 19103.

-2-

<PAGE>

INVESTMENT OBJECTIVE AND POLICY

The objective of the Fund is to obtain maximum current income
consistent with preservation of principal and maintenance of liquidity by
investing substantially all of its assets in a portfolio of money market
instruments. There is no assurance that this objective can be achieved. This
objective is a matter of fundamental policy and may not be changed without
approval by the holders of a majority of the outstanding voting securities of
the Fund, which is a vote by the holders of the lesser of a) more than 50% of
the outstanding voting securities or b) 67% of the voting securities present at
a shareholder meeting if 50% or more of the voting securities are present in
person or represented by proxy. See also General Information.

The Fund intends to achieve its objective by investing at least 80% of
its assets in a diversified portfolio of money market instruments. See Money
Market Instruments below and Appendix A-- Description of Ratings.

The Fund maintains its net asset value at $1.00 per share by valuing
its securities on an amortized cost basis. See Offering Price. The Fund
maintains a dollar-weighted average portfolio maturity of not more than 90 days
and does not purchase any issue having a remaining maturity of more than 13
months. In addition, the Fund limits its investments, including repurchase
agreements, to those instruments which the Board of Directors determines present
minimal credit risks and which are of high quality. The Fund may sell portfolio
securities prior to maturity in order to realize gains or losses or to shorten
the average maturity if it deems such actions appropriate to maintain a stable
net asset value per share. While the Fund will make every effort to maintain a
fixed net asset value of $1.00 per share, there can be no assurance that this
objective will be achieved.
While the Fund intends to hold its investments until maturity when they
will be redeemable at their full principal value plus accrued interest, attempts
may be made from time to time to increase its yield by trading to take advantage
of market variations. Also, revised evaluations of the issuer or redemptions by
shareholders of the Fund may cause sales of portfolio investments prior to
maturity or at times when such sales might otherwise not be desirable. The
Fund's right to borrow to make redemption payments may reduce but does not
guarantee a reduction in, the need for such sales. The Fund will not purchase
new securities while any borrowings are outstanding. See Taxes for the effect of
any capital gains distributions.
A shareholder's rate of return will vary with the general interest rate
levels applicable to the money market instruments in which the Fund invests. In
the event of an increase in current interest rates or a national credit crisis,
or if one or more of the issuers became insolvent prior to the maturity of the
instruments, principal values could be adversely affected. Investments in
obligations of foreign banks and of overseas branches of U.S. banks may be
subject to less stringent regulations and different risks than those of U.S.
domestic banks. The rate of return and the net asset value will be affected by
such other factors as sales of portfolio securities prior to maturity and the
Fund's operating expenses.

Money Market Instruments
The Fund will invest all of its available assets in money market
instruments maturing in one year or less. The types of instruments which the
Fund may purchase are described below:

1. U.S. Government Securities--Securities issued or guaranteed by the
U.S. Government, including Treasury Bills, Notes and Bonds.

2. U.S. Government Agency Securities--Obligations issued or guaranteed
by agencies or instrumentalities of the U.S. Government whether supported by the
full faith and credit of the U.S. Treasury or the credit of a particular agency
or instrumentality.
-3-
<PAGE>

3. Bank Obligations--Certificates of deposit, bankers' acceptances and
other short-term obligations of U.S. commercial banks and their overseas
branches and foreign banks of comparable quality, provided each such bank
combined with its branches has total assets of at least one billion dollars. Any
obligations of foreign banks shall be denominated in U.S. dollars. Obligations
of foreign banks and obligations of overseas branches of U.S. banks are subject
to somewhat different regulations and risks than those of U.S. domestic banks.
In particular, a foreign country could impose exchange controls which might
delay the release of proceeds from that country. Such deposits are not covered
by the Federal Deposit Insurance Corporation. Because of conflicting laws and
regulations, an issuing bank could maintain that liability for an investment is
solely that of the overseas branch which could expose the Fund to a greater risk
of loss. The Fund will buy only short-term instruments of banks in nations where
these risks are minimal. The Fund will consider these factors along with other
appropriate factors in making an investment decision to acquire such obligations
and will only acquire those which, in the opinion of management, are of an
investment quality comparable to other debt securities bought by the Fund. In
addition, the Fund is subject to certain maturity, quality and diversification
conditions applicable to taxable money market funds. Thus, if a bank obligation
or, as relevant, its issuer is considered to be rated at the time of the
proposed purchase it, or, as relevant, its issuer must be rated in one of the
two highest rating categories by at least two nationally-recognized statistical
rating organizations or, if such security or, as relevant, its issuer is not
[so] rated, the purchase of the security must be approved or ratified by the
Board of Directors in accordance with the maturity, quality and diversification
conditions with which taxable money market funds must comply.
4. Commercial Paper--The Fund may invest in short-term promissory notes
issued by corporations. If a security or, as relevant, its issuer is considered
to be rated at the time of the proposed purchase it, or, as relevant, its issuer
must be rated in one of the two highest rating categories (e.g., A-2 or better
by Standard & Poor's Rating Group ("S&P") and P-2 or better by Moody's Investors
Service, Inc. ("Moody's")) by at least two nationally-recognized statistical
rating organizations approved by the Board of Directors or, if such security is
not [so] rated, the purchase of the security must be approved or ratified by the
Board of Directors in accordance with the maturity, quality and diversification
conditions with which taxable money market funds must comply.
5. Short-term Corporate Debt--The Fund may invest in corporate notes,
bonds and debentures. If a security or, as relevant, its issuer is considered to
be rated at the time of the proposed purchase it, or, as relevant, its issuer
must be rated in one of the two highest rating categories (e.g., AA or better by
S&P and Aa or better by Moody's) by at least two nationally-recognized
statistical rating organizations approved by the Board of Directors or, if such
security is not so rated, the purchase of the security must be approved or
ratified by the Board of Directors in accordance with the maturity, quality and
diversification conditions with which taxable money market funds must comply.
Such securities generally have greater liquidity and are subject to considerably
less market fluctuation than longer issues.

6. Repurchase Agreements--Instruments under which securities are
purchased from a bank or securities dealer with an agreement by the seller to
repurchase the securities. Under a repurchase agreement, the purchaser acquires
ownership of the security but the seller agrees, at the time of sale, to
repurchase it at a mutually agreed-upon time and price. The Fund will take
custody of the collateral under repurchase agreements. Repurchase agreements may
be construed to be collateralized loans by the purchaser to the seller secured
by the securities transferred. The resale price is in excess of the purchase

-4-

<PAGE>

price and reflects an agreed-upon market rate unrelated to the coupon rate or
maturity of the purchased security. Such transactions afford an opportunity for
the Fund to invest temporarily available cash on a short-term basis. The Fund's
risk is limited to the seller's ability to buy the security back at the
agreed-upon sum at the agreed-upon time, since the repurchase agreement is
secured by the underlying obligation. Should such an issuer default, the
investment manager believes that, barring extraordinary circumstances, the Fund
will be entitled to sell the underlying securities or otherwise receive adequate
protection for its interest in such securities, although there could be a delay
in recovery. The Fund considers the creditworthiness of the bank or dealer from
whom it purchases repurchase agreements. The Fund will monitor such transactions
to assure that the value of the underlying securities subject to repurchase
agreements is at least equal to the repurchase price. The underlying securities
will be limited to those described above.
The ratings of S&P, Moody's and other rating services represent their
opinion as to the quality of the money market instruments which they undertake
to rate. It should be emphasized, however, that ratings are general and are not
absolute standards of quality. These ratings are the initial criteria for
selection of portfolio investments, but the Fund will further evaluate these
securities. See Appendix A--Description of Ratings.

Asset-Backed Securities
The Fund may also invest in securities which are backed by assets such
as receivables on home equity loans, credit card loans, and automobile, mobile
home and recreational vehicle loans, wholesale dealer floor plans and leases.
All such securities must be rated in the highest rating category by a reputable
credit rating agency (e.g., AAA by S&P or Aaa by Moody's). The credit quality of
most asset-backed securities depends primarily on the credit quality of the
assets underlying such securities, how well the entities issuing the securities
are insulated from the credit risk of the originator or affiliated entities, and
the amount of credit support provided to the securities. Such receivables are
securitized in either a pass-through or a pay-through structure. Pass-through
securities provide investors with an income stream consisting of both principal
and interest payments in respect of the receivables in the underlying pool.
Pay-through securities are debt obligations issued usually by a special purpose
entity, which are collateralized by the various receivables and in which the
payments on the underlying receivables provide the funds to pay the debt service
on the debt obligations issued. The Fund may invest in these and other types of
asset-backed securities that may be developed in the future. It is the Fund's
current policy to limit asset-backed investments to those represented by
interests in credit card loans, wholesale dealer floor plans, home equity loans
and automobile loans.
The rate of principal payment on asset-backed securities generally
depends upon the rate of principal payments received on the underlying assets.
Such rate of payments may be affected by economic and various other factors such
as changes in interest rates. Therefore, the yield may be difficult to predict
and actual yield to maturity may be more or less than the anticipated yield to
maturity. Such asset-backed securities also involve certain other risks,
including the risk that security interests cannot be adequately or in many
cases, ever, established. In addition, with respect to credit card loans, a
number of state and federal consumer credit laws give debtors the right to set
off certain amounts owed on the credit cards, thereby reducing the outstanding
balance. In the case of automobile loans, there is a risk that the holders may
not have either a proper or first security interest in all of the obligations
backing the receivables due to the large number of vehicles involved in a
typical issuance and technical requirements under state laws.

-5-
<PAGE>

Therefore, recoveries on repossessed collateral may not always be available to
support payments on the securities.
Asset-backed securities are often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors on underlying assets to make payments, such
securities may have credit support supplied by a third party or derived from the
structure of the transaction. Such credit support falls into two categories: (i)
liquidity protection, and (ii) protection against losses resulting from ultimate
default by an obligor on the underlying assets.

Liquidity protection refers to the provision of advances, generally by
the entity administering the pool of assets, to ensure that the receipt of
payments due on the underlying pool is timely. Protection against losses
resulting from ultimate default enhances the likelihood of payments of the
obligations on at least some of the assets in the pool. Such protection may be
provided through guarantees, insurance policies or letters of credit obtained by
the issuer or sponsor from third parties, through various means of structuring
the transaction or through a combination of such approaches. The Fund will not
pay any additional fees for such credit support, although the existence of
credit support may increase the price of a security.
Examples of credit support arising out of the structure of the
transaction include "senior-subordinated securities" (multiple class securities
with one or more classes subordinate to other classes as to the payment of
principal thereof and interest thereon, with the result that defaults on the
underlying assets are borne first by the holders of the subordinated class),
creation of "reserve funds" (where cash or investments, sometimes funded from a
portion of the payments on the underlying assets, are held in reserve against
future losses) and "over-collateralization" (where the scheduled payments on,
or the principal amount of, the underlying assets exceeds that required to make
payments of the securities and pay any servicing or other fees). The degree of
credit support provided for each issue is generally based on historical
information respecting the level of credit information respecting the level of
credit risk associated with the underlying assets. Delinquencies or losses in
excess of those anticipated could adversely affect the return on an investment
in such issue.

Investment Restrictions
The Fund has adopted the following
restrictions and fundamental policies. These restrictions cannot be changed
without approval by the holders of a majority of the outstanding voting
securities of the Fund, as described above. The Fund may not under any
circumstances:
1. Invest more than 20% of its assets in securities other than money
market instruments as defined under Investment Objective and Policy and Money
Market Instruments.
2. Borrow money in excess of one-third of the value of its net assets and
then only as a temporary measure for extraordinary purposes or to facilitate
redemptions. The Fund has no intention of increasing its net income through
borrowing. Any borrowing will be done from a bank and to the extent that such
borrowing exceeds 5% of the value of the Fund's net assets, asset coverage of at
least 300% is required. In the event that such asset coverage shall at any time
fall below 300%, the Fund shall, within three days thereafter (not including
Sunday or holidays) or such longer period as the Securities and Exchange
Commission may prescribe by rules and regulations, reduce the amount of its
borrowings to such an extent that the asset coverage of such borrowings shall be
at least 300%. The Fund will not pledge more than 10% of its net assets. The
Fund will not issue senior securities as defined in the Investment Company Act
of 1940 (the "1940 Act"), except for notes to banks.
3. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options.
5. Underwrite the securities of other issuers, except that the Fund may
acquire portfolio securities under circumstances where, if the securities are
later publicly offered or sold by the Fund, it might be deemed an underwriter
for purposes of the Securities Act of 1933. Not more than 10% of the value of
the Fund's net assets at the time of acquisition will be invested in such
securities.
-6-
<PAGE>

6. Purchase or sell commodities or commodity contracts.
7. Purchase or sell real estate, but this shall not prevent the Fund from
investing in securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or interests therein.
8. Make loans to other persons except by the purchase of obligations in
which the Fund is authorized to invest and to enter into repurchase agreements.
Not more than 10% of the Fund's total assets will be invested in repurchase
agreements maturing in more than seven days and in other illiquid assets.
9. Invest more than 5% of the value of its assets in the securities of
any one issuer (other than obligations issued or guaranteed by the U.S.
Government or federal agencies) or acquire more than 10% of the voting
securities of such an issuer. Where securities are issued by one entity but are
guaranteed by another, "issuer" shall not be deemed to include the guarantor so
long as the value of all securities owned by the Fund which have been issued or
guaranteed by that guarantor does not exceed 10% of the value of the Fund's
assets.
10. Purchase more than 10% of the outstanding securities of any issuer or
invest in companies for the purpose of exercising control.
11. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
12. Invest more than 25% of its total assets in any particular industry,
except that the Fund may invest more than 25% of the value of its total assets
in obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, certificates of deposit and bankers' acceptances of banks
with over one billion dollars in assets or bank holding companies whose
securities are rated A-2 or better by S&P or P-2 or better by Moody's.
In addition, the following investment restrictions may be changed by
the Board of Directors. The Fund may not:

(a) Retain in its portfolio securities issued by an issuer any of whose
officers, directors or security holders is an officer or director of the Fund
or of the investment manager of the Fund if after the purchase of the securities
of such issuer by the Fund one or more of such officers or directors owns
beneficially more than 1/2 of 1% of the shares or securities or both of such
issuer and such officers and directors owning more than 1/2 of 1% of such shares
or securities together own beneficially more than 5% of such shares or
securities.

(b) Invest funds of the Fund in the securities of companies which have
a record of less than three years' continuous operation if such purchase at the
time thereof would cause more than 5% of the Fund's total assets to be invested
in the securities of such company or companies. Such period of three years may
include the operation of any predecessor company or companies, partnership or
individual enterprise if the company whose securities are proposed as an
investment for funds of the Fund has come into existence as the result of a
merger, consolidation, reorganization or the purchase of substantially all of
the assets of such predecessor company or companies, partnerships or individual
enterprises.
(c) Invest in direct interests in oil, gas or other mineral exploration
or development programs.
(d) Invest more than 25% of its assets in foreign banks except that
this limitation shall not apply to United States branches of foreign banks which
are subject to the same regulation as United States banks or to foreign branches
of United States banks where such a bank is liable for the obligations of the
branch.
Although not a fundamental investment restriction, the Fund currently
does not invest its assets in real estate limited partnerships.

-7-
<PAGE>

PERFORMANCE INFORMATION

For the seven-day period ended March 31, 1995, the annualized current
yield of the Class A Shares, the Class B Shares and the Consultant Class Shares
was 5.13%, 4.13% and 4.88%, respectively, and the compounded effective yield of
the Class A Shares, the Class B Shares and the Consultant Class Shares was
5.26%, 4.21% and 5.00%, respectively. These yields will fluctuate daily as
income earned fluctuates. On this date, the weighted average portfolio maturity
was 38 days for each Class. The current yield of Class A Shares is expected to
be higher than that of Consultant Class Shares, Class B Shares and Class C
Shares because Class A Shares are not subject to the maximum aggregate expenses
under the Fund's 12b-1 Plans of .30% for Consultant Class Shares, 1% for Class B
Shares and 1% for Class C Share. See Plans Under Rule 12b-1 for Consultant Class
Shares, Class B Shares and Class C Shares.

Shareholders and prospective investors will be interested in learning
from time to time the current and the effective compounded yield of a Class of
shares. As explained under Dividends and Realized Securities Profits
Distributions, dividends are declared daily from net investment income. In order
to determine the current return of the Fund's Classes, yield is calculated as
follows:
The calculation begins with the value of a hypothetical account of one
share at the beginning of a seven-day period; this is compared with the value of
that same account at the end of the same period (including shares purchased for
the account with dividends earned during the period). The net change in the
account value is generally the net income earned per share during the period,
which consists of accrued interest income plus or minus amortized purchase
discount or premium, less all accrued expenses (excluding expenses reimbursed by
the investment manager) but does not include realized gains or losses or
unrealized appreciation or depreciation.
The current yield of the Classes represents the net change in this
hypothetical account annualized over 365 days. In addition, a shareholder may
achieve a compounding effect through reinvestment of dividends which is
reflected in the effective yield shown below.

The following is an example, for purposes of illustration only, of the
current and effective yield calculations for the seven-day period ended March
31, 1995 for Class A Shares, Class B Shares and Consultant Class Shares.
<TABLE>
<CAPTION>

Consultant Class
Class A Shares Class B Shares Shares
<S> <C> <C> <C>
Value of a hypothetical account with one
share at the beginning of the period............ $1.00000000 $1.00000000 $1.00000000
Value of the same account at the
end of the period............................... $1.00098369 $1.00079192 $1.00093574
============ =========== ===========

Net change in account value.............................. .00098369(1) .00079192(1) .00093574(1)

Base period return = net change in account
value\beginning account value................... .00098369 .00079192 .00093574

Current yield [base period return x (365\7)] ............ 5.13%(2) 4.13%(2) 4.88%(2)
===== ===== =====
365/7
Effective yield (1 + base period) - 1.............. 5.26%(3) 4.21%(3) 5.00%(3)
===== ===== =====
</TABLE>
Weighted average life to maturity of the portfolio on March 31, 1995 was 38
days.

(1) This represents the net income per share for the seven calendar days ended
March 31, 1995.
(2) This represents the average of annualized net investment income per share
for the seven calendar days ended March 31, 1995.
(3) This represents the current yield for the seven calendar days ended March
31, 1995 compounded daily.

-8-
<PAGE>

The average annual total rate of return for a Class is based on a
hypothetical $1,000 investment that includes capital appreciation and
depreciation during the stated periods. With respect to Class B Shares and Class
C Shares, each calculation will include the CDSC that would be applicable upon
complete redemption of such shares during the stated period. In addition, the
Fund may present total return information that does not reflect the deduction of
any applicable CDSC. The following formula will be used for the actual
computations:
n
P(1+T) = ERV

Where: P = a hypothetical initial purchase order
of $1,000;

T = average annual total return;

n = number of years;

ERV = redeemable value of the hypothetical $1,000 purchase at the
end of the period after the deduction of the applicable CDSC,
if any, with respect to Class B Shares and Class C Shares.

Aggregate or cumulative total return is calculated in a similar manner,
except that the results are not annualized. The following table is an example,
for purposes of illustration only, of total return performance for Class A
Shares and Consultant Class Shares for the one-, three-, five-, ten and
fifteen-year periods ended March 31, 1995, and for the life of the Fund,
calculated as an average annual compounded rate of return for the periods
indicated. For this purpose, the calculations assume the reinvestment of all
dividend distributions paid during the indicated periods. Interest rates
fluctuated during the periods covered by the table and the Fund's results should
not be considered as representative of future performance. Total return for
Consultant Class Shares for periods prior to the commencement of operations of
such Class is based on the performance of Class A Shares. For periods prior to
the commencement of operations of Consultant Class Shares, the total return does
not reflect the 12b-1 payments applicable to such Class. If such payments were
reflected in the calculations, performance would have been affected.

Average Annual Total Return

Consultant Class
Class A Shares Shares(1)
1 year
ended
3/31/95 4.01% 3.75%

3 years
ended
3/31/95 3.06% 2.80%

5 years
ended
3/31/95 4.35% 4.09%

10 years
ended
3/31/95 5.78% 5.57%

15 years
ended
3/31/95 7.86% 7.72%

Period
6/30/78(2)
through
3/31/95 8.17% 8.04%

(1) Date of initial public offering was March 10, 1988.
(2) Date of initial public offering of Class A Shares.

The performance of Class B Shares, as shown below, is the average
annual total return quotation for the period May 2, 1994 (date of initial public
offering) through March 31, 1995. The average annual total return for Class B
Shares (including deferred sales charge) reflects the deduction of the
applicable CDSC that would be paid if the shares were redeemed at March 31,
1995. The average annual total return for Class B Shares (excluding deferred
sales charge) assumes the shares were not redeemed at March 31, 1995 and,
therefore, does not reflect the deduction of a CDSC.

-9-
<PAGE>

Average Annual Total Return

Class B Shares Class B Shares
(Including Deferred (Excluding Deferred
Sales Charge) Sales Charge)
Period
5/2/94(1)
through
3/31/95 (1.28%) 3.10%

(1) Date of initial public offering of Class B Shares.

Information regarding the performance of Class C Shares is not shown
because such shares were not offered prior to the date of this Part B.

From time to time, the Fund may also quote current yield information of
each Class with the sample average rates paid on bank money market deposit
accounts. The bank money market deposit averages are the stated rates of 100
large banks and thrifts in the top five standard metropolitan statistical areas
as determined by the Bank Rate Monitor. The Fund's figures for a Class will be
the annualized yields representing an average of that Class' after-expense per
share earnings divided by cost per share for each day of the fiscal month, or
period, noted. Yield fluctuates depending on portfolio type, quality, maturity
and operating expenses. Principal is not insured and the results shown should
not be considered as representative of the yield which may be realized from an
investment made in the Fund at any time in the future.
In addition, the Fund may quote actual yield and total return
performance of each of the Classes in advertising and other types of literature
compared to indices or averages of alternative financial products available to
prospective investors. For example, the performance comparisons may include the
average return of various bank instruments, some of which may carry certain
return guarantees offered by leading banks and thrifts, as monitored by the Bank
Rate Monitor, and those of corporate and government security price indices of
various durations prepared by Lehman Brothers and Salomon Brothers, Inc. These
indices are not managed for any investment goal.
Statistical and performance information and various indices compiled
and maintained by organizations such as the following may also be used in
preparing exhibits comparing certain industry trends and competitive mutual fund
performance to comparable Fund activity and performance. From time to time,
certain mutual fund performance ranking information, calculated and provided by
these organizations, may also be used in the promotion of sales in the Fund. Any
indices used are not managed for any investment goal.

CDA Investment Technologies, Lipper Analytical Services, Inc. and
IBC/Donoghue are performance evaluation services that maintain
statistical performance databases, as reported by a diverse universe of
independently-managed mutual funds.

Interactive Data Corporation is a statistical access service that
maintains a database of various international industry indicators, such
as historical and current price/earning information, individual equity
and fixed income price and return information.

Salomon Brothers and Lehman Brothers are statistical research firms
that maintain databases of international market, bond market, corporate
and government-issued securities of various maturities. This
information, as well as unmanaged indices compiled and maintained by
these firms, will be used in preparing comparative illustrations.

-10-
<PAGE>

Current interest rate and yield information on government debt
obligations of various durations, as reported weekly by the Federal Reserve
(Bulletin H.15), may also be used. Also, current rate information on municipal
debt obligations of various durations, as reported daily by The Bond Buyer, may
also be used. The Bond Buyer is published daily and is an industry-accepted
source for current municipal bond market information.

Comparative information on the Consumer Price Index may also be
included. The Consumer Price Index, as prepared by the U.S. Bureau of Labor
Statistics, is the most commonly used measure of inflation. It indicates the
cost fluctuations of a representative group of consumer goods. It does not
represent a return on an investment.

Total return performance of each Class will reflect the reinvestment of
all dividends and any capital gains, if any, during the indicated period. Shares
of the Fund are sold without a front-end sales charge. With respect to Class B
Shares and Class C Shares, each calculation will include any applicable CDSC
upon complete redemption of such shares. The performance of Class B and Class C
Shares may also be presented without including the impact of any CDSC. The
results will not reflect any income taxes payable by shareholders on the
reinvested distributions included in the calculations. An illustration of past
Fund performance should not be considered as representative of future results.
The following table is an example, for purposes of illustration only,
of cumulative total return performance for Class A Shares and Consultant Class
Shares for the three-, six- and nine-month periods ended March 31, 1995, for the
one-, three-, five-, ten- and fifteen-year periods ended March 31, 1995 and for
the life of the Fund. Cumulative total return for Class B Shares for the three-,
six- and nine-month periods ended March 31, 1995 and for the life of the Class
is also provided below. For these purposes, the calculations assume the
reinvestment of any realized securities profits distributions and income
dividends paid during the indicated periods. Total return shown for Consultant
Class Shares for the periods prior to the commencement of operations of such
Class is based on the performance of Class A Shares. For the periods prior to
the commencement of operations of Consultant Class Shares, the total return does
not reflect the 12b-1 payments applicable to such Class. If such payments were
reflected in the calculations, performance would have been affected. Information
regarding the performance of Class C Shares is not shown because such shares
were not offered prior to the date of this Part B.

Cumulative Total Return

Consultant Class
Class A Shares Shares(1)
3 months
ended
3/31/95 1.24% 1.17%

6 months
ended
3/31/95 2.34% 2.21%

9 months
ended
3/31/95 3.26% 3.06%

1 year
ended
3/31/95 4.01% 3.75%

3 years
ended
3/31/95 9.45% 8.63%

5 years
ended
3/31/95 23.72% 22.18%

10 years
ended
3/31/95 75.33% 71.90%

15 years
ended
3/31/95 211.14% 205.05%

Period
6/30/78(2)
through
3/31/95 272.88% 265.58%

-11-
<PAGE>

Class B Shares Class B Shares
(Including (Excluding
Deferred Deferred
Sales Sales
Charge) Charge)
3 months
ended
3/31/95 (3.01%) 0.99%

6 months
ended
3/31/95 (2.17%) 1.83%

9 months
ended
3/31/95 (1.51%) 2.49%

Period
5/2/94(3)
through
3/31/95 (1.17%) 2.83%

(1) Date of initial public offering was March 10, 1988.
(2) Date of initial public offering of Class A Shares.
(3) Date of initial public offering of Class B Shares.

Because every investor's goals and risk threshold are different, the
Distributor, as distributor for the Fund and other mutual funds in the Delaware
Group, will provide general information about investment alternatives and
scenarios that will allow investors to assess their personal goals. This
information will include general material about investing as well as materials
reinforcing various industry-accepted principles of prudent and responsible
personal financial planning. One typical way of addressing these issues is to
compare an individual's goals and the length of time the individual has to
attain these goals to his or her risk threshold. In addition, the Distributor
will provide information that discusses the overriding investment philosophy of
Delaware Management Company, Inc. (the "Manager") and how that philosophy
impacts the Fund's, and other Delaware Group funds', investment disciplines
employed in seeking their objectives. The Distributor may also from time to time
cite general or specific information about the institutional clients of the
Manager, including the number of such clients serviced by the Manager.

THE POWER OF COMPOUNDING
When you opt to reinvest your current income for additional Fund
shares, your investment is given yet another opportunity to grow. It's called
the Power of Compounding and the following chart illustrates just how powerful
it can be.

COMPOUNDED RETURNS
Results at various assumed fixed rates of return on a $10,000
investment compounded monthly for 10 years:

4% Rate 6% Rate 8% Rate
of Return of Return of Return
--------- --------- ---------
12-'85 $10,407 $10,617 $10,830
12-'86 $10,831 $11,272 $11,729
12-'87 $11,273 $11,967 $12,702
12-'88 $11,732 $12,705 $13,757
12-'89 $12,210 $13,488 $14,898
12-'90 $12,707 $14,320 $16,135
12-'91 $13,225 $15,203 $17,474
12-'92 $13,764 $16,141 $18,924
12-'93 $14,325 $17,137 $20,495
12-'94 $14,908 $18,194 $22,196

These figures are calculated assuming a fixed constant investment
return and assume no fluctuation in the value of principal. These figures do not
reflect payment of applicable taxes or any CDSC, are not intended to be a
projection of investment results and do not reflect the actual performance
results of any of the Classes.

The Prospectuses and this Part B may be in use for a full year and,
accordingly, it can be expected that yields will fluctuate substantially from
the example shown above.
The yield quoted at any time represents the amount being earned on a
current basis and is a function of the types of instruments in the Fund's
portfolio, their quality and length of maturity and the Fund's operating
expenses. The length of maturity for the portfolio is the average dollar
weighted maturity of the portfolio. This means that the portfolio has an average
maturity of a stated number of days for its issues. The calculation is weighted
by the relative value of the investment.

-12-
<PAGE>

The yield will fluctuate daily as the income earned on the investments
of the Fund fluctuates. Accordingly, there is no assurance that the yield quoted
on any given occasion will remain in effect for any period of time. It should
also be emphasized that the Fund is an open-end investment company and that
there is no guarantee that the net asset value per share or any stated rate of
return will remain constant. A shareholder's investment in the Fund is not
insured. Investors comparing results of the Fund with investment results and
yields from other sources such as banks or savings and loan associations should
understand these distinctions. Historical and comparative yield information may,
from time to time, be presented by the Fund. Although the Fund determines the
yield on the basis of a seven-calendar-day period, it may from time to time use
a different time span.

Other funds of the money market type may calculate their yield on a
different basis and the yield quoted by the Fund could vary upward or downward
if another method of calculation or base period were used. Shareholders and
prospective investors who wish to learn the current yield of the Fund may call
toll free, nationwide 800-523-4640 (in Philadelphia, 215-988-1333).

-13-
<PAGE>

TRADING PRACTICES

Portfolio transactions are executed by the Manager on behalf of the
Fund in accordance with the standards described below.

Brokers, dealers and banks are selected to execute transactions for the
purchase or sale of portfolio securities on the basis of the judgment of the
Manager of their professional capability to provide the service. The primary
consideration is to have brokers, dealers or banks execute transactions at best
price and execution. Best price and execution refers to many factors, including
the price paid or received for a security, the commission charged, the
promptness and reliability of execution, the confidentiality and placement
accorded the order and other factors affecting the overall benefit obtained by
the account on the transaction. Trades are generally made on a net basis where
securities are either bought or sold directly from or to a broker, dealer or
bank. In these instances, there is no direct commission charged, but there is a
spread (the difference between the buy and sell price) which is the equivalent
of a commission. When a commission is paid, the Fund pays reasonably competitive
brokerage commission rates based upon the professional knowledge of its trading
department as to rates paid and charged for similar transactions throughout the
securities industry. In some instances, the Fund pays a minimal share
transaction cost when the transaction presents no difficulty.

Portfolio trading will be undertaken principally to accomplish the
Fund's objective. Since portfolio assets will consist of short-term instruments,
replacement of portfolio securities will occur frequently. However, since the
Manager expects to usually transact purchases and sales of portfolio securities
on a net basis, it is not anticipated that the Fund will pay any significant
brokerage commissions. The Manager is free to dispose of portfolio securities at
any time, subject to complying with the Internal Revenue Code and the 1940 Act,
when changes in circumstances or conditions make such a move desirable in light
of the investment objective.
The Manager may allocate out of all commission business generated by
all of the funds and accounts under its management, brokerage business to
brokers or dealers who provide brokerage and research services. These services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports concerning issuers, securities or
industries; providing information on economic factors and trends; assisting in
determining portfolio strategy; providing computer software and hardware used in
security analyses; and providing portfolio performance evaluation and technical
market analyses. Such services are used by the Manager in connection with its
investment decision-making process with respect to one or more funds and
accounts managed by it, and may not be used, or used exclusively, with respect
to the fund or account generating the brokerage.
As provided in the Securities Exchange Act of 1934 and the Investment
Management Agreement, higher commissions are permitted to be paid to
broker/dealers who provide brokerage and research services than to
broker/dealers who do not provide such services if such higher commissions are
deemed reasonable in relation to the value of the brokerage and research
services provided. Although transactions are directed to broker/dealers who
provide such brokerage and research services, the Fund believes that the
commissions paid to such broker/dealers are not, in general, higher than
commissions that would be paid to broker/dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In some instances, services may be provided to
the Manager which constitute in some part brokerage and research services used

-14-
<PAGE>

by the Manager in connection with its investment decision-making process and
constitute in some part services used by the Manager in connection with
administrative or other functions not related to its investment decision-making
process. In such cases, the Manager will make a good faith allocation of
brokerage and research services and will pay out of its own resources for
services used by the Manager in connection with administrative or other
functions not related to its investment decision-making process. In addition, so
long as no fund is disadvantaged, portfolio transactions which generate
commissions or their equivalent are allocated to broker/dealers who provide
daily portfolio pricing services to the Fund and to other funds in the Delaware
Group. Subject to best price and execution, commissions allocated to brokers
providing such pricing services may or may not be generated by the funds
receiving the pricing service.
The Manager may place a combined order for two or more accounts or
funds engaged in the purchase or sale of the same security if, in its judgment,
joint execution is in the best interest of each participant and will result in
best price and execution. Transactions involving commingled orders are allocated
in a manner deemed equitable to each account or fund. When a combined order is
executed in a series of transactions at different prices, each account
participating in the order may be allocated an average price obtained from the
executing broker. It is believed that the ability of the accounts to participate
in volume transactions will generally be beneficial to the accounts and funds.
Although it is recognized that, in some cases, the joint execution of orders
could adversely affect the price or volume of the security that a particular
account or fund may obtain, it is the opinion of the Manager and the Board of
Directors that the advantages of combined orders outweigh the possible
disadvantages of separate transactions.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. (the "NASD"), and subject to seeking best price and
execution, the Manager may place orders with broker/dealers that have agreed to
defray certain Fund expenses such as custodian fees, and may, at the request of
the Distributor, give consideration to sales of shares of the Fund as a factor
in the selection of brokers and dealers to execute Fund portfolio transactions.

-15-
<PAGE>

PURCHASING SHARES

The Distributor serves as the national distributor for the Fund's four
Classes - Class A Shares, Consultant Class Shares, Class B Shares and Class C
Shares, and has agreed to use its best efforts to sell each Class of shares.
Shares of the Fund are offered on a continuous basis. Generally, the minimum
initial investment is $1,000 for Class A Shares, Class B Shares and Class C
Shares. Subsequent purchases generally must be at least $100. There is a maximum
purchase limitation of $250,000 on each purchase of Class B Shares; for Class C
Shares, each purchase must be in an amount that is less than $1,000,000. The
minimum initial and subsequent investment with respect to Class A Shares will be
waived for purchases by officers, directors and employees of any Delaware Group
fund, the Manager or any of the Manager's affiliates if the purchases are made
pursuant to a payroll deduction program. (See Retirement Plans for purchase
limitations applicable to each of the Fund's master retirement plans.) The Fund
will reject any order for purchase of more than $250,000 of Class B Shares and
$1,000,000 or more for Class C Shares. An investor may exceed these limitations
by making cumulative purchases over a period of time. The Fund reserves the
right to reject any order for the purchase of its shares if in the opinion of
management such rejection is in the Fund's best interest. See Suitability in the
Prospectuses for the Classes.
The shares of each of the Classes are sold without a front-end sales
charge at the net asset value per share next determined after the receipt and
effectiveness of a purchase order as described below. See the Prospectuses for
additional information on how to invest.
Class A Shares can be purchased directly from the Fund or its
Distributor; such shares have no CDSC or annual 12b-1 Plan expenses.
Consultant Class Shares, Class B Shares and Class C Shares are offered
through brokers, financial institutions and other entities which have a dealer
agreement with the Fund's Distributor or a service agreement with the Fund. In
some states, banks and/or other institutions effecting transactions in
Consultant Class Shares, Class B Shares or Class C Shares may be required to
register as dealers pursuant to state laws.
Consultant Class Shares have no CDSC; such shares are subject to annual
12b-1 Plan expenses of up to a maximum of .30% of the average daily net assets
of such shares.
Class B Shares are subject to a CDSC of: (i) 4% if shares are redeemed
within two years of purchase; (ii) 3% if shares are redeemed during the third or
fourth year following purchase; (iii) 2% if shares are redeemed during the fifth
year following purchase; and (iv) 1% if shares are redeemed during the sixth
year following purchase. Class C Shares are subject to a CDSC of 1% if shares
are redeemed within twelve months of purchase. For both Class B Shares and Class
C Shares the charge will be assessed on an amount equal to the lesser of net
asset value at the time of purchase of the shares being redeemed or the net
asset value of the shares at the time of redemption. The net asset value of
Class B Shares and Class C Shares at the time of purchase and at the time of
redemption are expected to be the same if redeemed directly from the Fund. In
addition, no CDSC will be assessed on redemption of shares received upon
reinvestment of dividends or capital gains. See Redemption and Exchange in the
Prospectus for Class B Shares and Class C Shares for a list of the instances in
which the CDSC is waived. Class B Shares are subject to annual 12b-1 Plan
expenses up to a maximum of 1% of the average daily net assets of such Class for
approximately eight years. During the seventh year after purchase and,
thereafter, until converted to Consultant Class Shares, Class B Shares will
continue to be subject to annual 12b-1 Plan expenses of 1% of average daily net
assets representing such shares. At the end of approximately eight years after
purchase, the investor's Class B Shares will be automatically converted into
Consultant Class Shares of the Fund. See Automatic Conversion of Class B Shares
in the Prospectus for Class B Shares. Such conversion will constitute a tax-free
exchange for federal income tax purposes. See Taxes in the Prospectus for Class
B Shares. Class C Shares are subject to annual 12b-1 Plan expenses up to a
maximum of 1% of the average daily net assets of such Class for the life of the
investment.
With respect to Class A Shares and Consultant Class Shares,
certificates representing shares purchased are not ordinarily issued unless a
shareholder submits a specific request. Certificates are not issued in the case

-16-
<PAGE>

of Class B Shares or Class C Shares. In the case of investments where
certificates are not issued, purchases are confirmed to the investor and
credited to the shareholder's account on the books maintained by Delaware
Service Company, Inc. (the "Transfer Agent"). The investor will have the same
rights of ownership with respect to such shares as if certificates had been
issued. With respect to Class A Shares, Consultant Class Shares and Class C
Shares, an investor may receive a certificate representing shares purchased by
sending a letter to the Transfer Agent requesting the certificate. No charge is
made for any certificate issued. Investors who hold certificates representing
their shares may only redeem these shares by written request.

Plans Under Rule 12b-1 for Consultant Class
Shares, Class B Shares and Class C Shares
The Fund has adopted a separate distribution plan under Rule 12b-1 for
each of the Consultant Class Shares, Class B Shares and Class C Shares (the
"Plans"). Each Plan permits the Fund to pay for certain distribution,
promotional and related expenses involved in the marketing of only the Class to
which the Plan applies. The Plans do not apply to Class A Shares. Such shares
are not included in calculating the Plans' expenses, and the Plans are not used
to assist in the distribution and marketing of Class A Shares. Holders of Class
A Shares may not vote on matters affecting the Plans.
The Plans permit the Fund, pursuant to the Distribution Agreement, to
pay out of the assets of Consultant Class Shares, Class B Shares and Class C
Shares, monthly fees to the Distributor for its services and expenses incurred
by it in distributing and promoting sales of the shares of such Classes. 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, and paying distribution and
maintenance fees to securities brokers and dealers who enter into agreements
with the Distributor. Registered representatives of brokers, dealers or other
entities, who have sold a specified level of Delaware Group funds having a 12b-1
Plan, are paid a continuing trail fee of .25% of the average daily net assets of
the Consultant Class Shares by the Distributor from 12b-1 payments of Consultant
Class Shares for assets maintained in that Class. The 12b-1 Plan fees relating
to Class B Shares and Class C Shares are also used to pay the Distributor for
advancing commission costs to dealers with respect to the initial sales of such
shares.
In addition, the Fund may make payments out of the assets of Consultant
Class Shares, Class B Shares and Class C Shares directly to other unaffiliated
parties, such as banks, who either aid in the distribution of its shares of, or
provide services to, such Classes.
The maximum aggregate fee payable by the Fund under each respective
Plan, and the Fund's Distribution Agreement is on an annual basis .30% of the
Consultant Class Shares' average daily net assets for the year, and 1% (.25% of
which are service fees to be paid by the Fund to the Distributor, dealers or
others, for providing personal service and/or maintaining shareholder accounts)
of each of the Class B Shares' and the Class C Shares' average daily net assets
for the year. The Fund's Board of Directors may reduce these amounts at any
time. The Board of Directors has set the current fee for Consultant Class Shares
at .25% of average daily net assets. The Distributor has agreed to waive these
fees to the extent the fee for any day exceeds the net investment income
realized by Consultant Class Shares, Class B Shares or Class C Shares for such
day.
All of the distribution expenses incurred by the Distributor and others
in excess of the amount paid on behalf of Consultant Class Shares, Class B
Shares or Class C Shares would be borne by such persons without any
reimbursement from that Class. Subject to seeking best price and execution, the
Fund may, from time to time, buy or sell portfolio securities from or to firms
which receive payments under the Plans.
From time to time, the Distributor may pay additional amounts from its
own resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.
The NASD has adopted amendments to its Rules of Fair Practice relating
to investment company sales charges. The Fund and the Distributor intend to
operate in compliance with these rules.
The Plans and the Distribution Agreement, as amended, have been
approved by the Board of Directors of the Fund, including a majority of the
directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund and who have no direct or indirect financial interest in the Plans, by vote

-17-
<PAGE>

cast in person at a meeting duly called for the purpose of voting on the Plans
and the Distribution Agreement. Continuation of the Plans and the Distribution
Agreement, as amended, must be approved annually by the Board of Directors in
the same manner as specified above.
Each year, the directors must determine whether continuation of the
Plans is in the best interest of the shareholders of Consultant Class Shares,
Class B Shares and Class C Shares, respectively, and that there is a reasonable
likelihood of the Plan relating to a Class providing a benefit to that Class.
The Plans and the Distribution Agreement, as amended, may be terminated at any
time without penalty by a majority of those directors who are not "interested
persons" or by a majority vote of the outstanding voting securities of the
relevant Class. Any amendment materially increasing the maximum percentage
payable under the Plans must likewise be approved by a majority vote of the
outstanding voting securities of the relevant Class, as well as a majority vote
of those directors who are not "interested persons." Class B Shares may vote on
a proposal to increase materially the fees to be paid by the Fund under the Plan
relating to Consultant Class Shares. Also, any other material amendment to the
Plans must be approved by a majority vote of the directors including a majority
of the noninterested directors of the Fund having no interest in the Plans. In
addition, in order for the Plans to remain effective, the selection and
nomination of directors who are not "interested persons" of the Fund must be
effected by the directors who themselves are not "interested persons" and who
have no direct or indirect financial interest in the Plans. Persons authorized
to make payments under the Plans must provide written reports at least quarterly
to the Board of Directors for their review.
For the fiscal year ended March 31, 1995, payments from the Consultant
Class Shares pursuant to its Plan amounted to $56,166 and such payments were
used for the following purposes: Annual and Semi-Annual Reports--$66; Broker
Trails--$55,480; Telephone--$565; and Prospectus Printing--$55.
For the period May 2, 1994 (date of initial public offering) through
March 31, 1995, payments from the Class B Shares pursuant to its Plan amounted
to $8,153 and such payments were used for the following purposes:
Advertising--$18; Broker Sales Charges--$1,492; Broker Trails-- $1,991;
Commissions to Wholesalers--$220; Interest on Broker Sales Charges--$4,214;
Prospectus Printing--$180; Telephone--$28; and Wholesalers Expenses--$10.

Investing by Mail
Initial Purchases--An Investment Application or, in the case of a
retirement account, an appropriate retirement plan application must be
completed, signed and sent with a check or other negotiable bank draft, payable
to the specific Class desired, to P.O. Box 7977, Philadelphia, PA 19101.
Subsequent Purchases--Additional purchases may be made at any time by
mailing a check or other negotiable bank draft made payable to the specific
Class desired. The account to which the subsequent purchase is to be credited
should be identified by the name(s) of the registered owner(s) and by account
number. An investment slip (similar to a deposit slip) is provided at the bottom
of transaction confirmations and dividend statements that you will receive from
the Fund. Use of this investment slip can help to expedite processing of your
check when making additional purchases. Your investment may be delayed if you
send additional purchases by certified mail. The Fund and the Transfer Agent
will not be responsible for inadvertent processing of post-dated checks or
checks more than six months old.

Direct Deposit Purchases by Mail--Shareholders of the Classes may
authorize a third party, such as a bank or employer, to make investments
directly to their Fund accounts. The Fund will accept these investments, such as
bank-by- phone, annuity payments and payroll allotments, by mail directly from
the third party. Investors should contact their employers or financial
institutions who in turn should contact the Fund for proper instructions.

Investing by Wire
Investors having an account with a bank that is a member or
correspondent of a member of the Federal Reserve System may purchase shares by
requesting their bank to transmit immediately available funds (Federal Funds) by
wire to CoreStates Bank, N.A., ABA #031000011, account number 0114-2596,
(include shareholder's name and Class account number in the wire).

Initial Purchases--When making an initial investment by wire, you must
first telephone the Fund at 800-523-1918 (in Philadelphia, 215-988-1241) to
advise of your action and to be assigned an account number. If you do not call

-18-
<PAGE>

first, it may not be possible to process your order promptly, although in all
cases shares purchased will be priced at the close of business following receipt
of Federal Funds. In addition, you must promptly send your Investment
Application or, in the case of a retirement account, an appropriate retirement
plan application must be promptly forwarded to the specific Class desired, at
P.O. Box 7977, Philadelphia, PA 19101.

Subsequent Purchases--Additional investments may be made at any time
through the wire procedure described above. The Fund must be immediately advised
by telephone at 800-523-1918 (in Philadelphia, 215-988-1241) of each
transmission of funds by wire.

Investing by Electronic Fund Transfer
Direct Deposit Purchase Plan--Investors may arrange for the Fund to
accept for investment, through an agent bank, preauthorized government or
private recurring payments by Electronic Fund Transfer. This method of
investment assures the timely credit to the shareholder's account of payments
such as social security, veterans' pension or compensation benefits, federal
salaries, Railroad Retirement benefits, private payroll checks, dividends, and
disability or pension fund benefits. It also eliminates lost, stolen and delayed
checks.

Automatic Investing Plan--The Automatic Investing Plan enables
shareholders to make regular monthly investments without writing checks.
Shareholders may authorize the Fund, in advance, to make arrangements for their
bank to withdraw a designated amount monthly directly from their checking
account for deposit into their Fund account. This type of investment will be
handled in either of the two ways noted below. (1) If the shareholder's bank is
member of the National Automated Clearing House Association ("NACHA"), the
amount of the investment will be electronically deducted from his or her account
by Electronic Fund Transfer ("EFT"). The shareholder's checking account will
reflect a debit each month at a specified date although no check is required to
initiate the transaction. (2) If the shareholder's bank is not a member of
NACHA, deductions will be made by preauthorized checks, known as Depository
Transfer Checks. Should the shareholder's bank become a member of NACHA in the
future, his or her investments would be handled electronically through EFT.

* * *

Investments under the Direct Deposit Purchase Plan and the Automatic
Investing Plan must be for $25 or more for Class A Shares and Consultant Class
Shares and $100 or more for Class B Shares and Class C Shares. Investors wishing
to take advantage of these options should contact the Shareholder Service Center
at 800-523-1918 (in Philadelphia, 215-988-1241) for the necessary authorization
forms and information. These services can be discontinued by the shareholder at
any time without penalty by giving written notice.

Payments to the Fund from the federal government or agencies on behalf
of a shareholder may be credited to the shareholder's account after such
payments should have been terminated by reason of death or otherwise. Any such
payments are subject to reclamation by the federal government or its agencies.
Similarly, under certain circumstances, investments from private sources may be
subject to reclamation by the transmitting bank. In the event of a reclamation,
the Fund may liquidate sufficient shares from a shareholder's account to
reimburse the government or the private source. In the event there are
insufficient shares in the shareholder's account, the shareholder is expected to
reimburse the Fund.

When Orders are Effective
Transactions in money market instruments in which the Fund invests
normally require same day settlement in Federal Funds. The Fund intends at all
times to be as fully invested as possible in order to maximize its earnings.
Thus, purchase orders will be executed at the net asset value next determined
after their receipt by the Fund only if the Fund has received payment in Federal
Funds by wire. Dividends begin to accrue on the next business day. Thus,
investments effective the day before a weekend or holiday will not accrue
earnings for that period but will earn dividends on the next business day. If,
however, the Fund is given prior notice of Federal Funds wire and an acceptable
written guarantee of timely receipt from an investor satisfying the Fund's

-19-
<PAGE>

credit policies, the purchase will start earning dividends on the date the wire
is received. If remitted in other than the foregoing manner, such as by money
order or personal check, purchase orders will be executed as of the close of
regular trading on the New York Stock Exchange (ordinarily, 4 p.m., Eastern
time) on days when the Exchange is open, on the day on which the payment is
converted into Federal Funds and is available for investment, normally one
business day after receipt of payment. Conversion into Federal Funds may be
delayed when the Fund receives (1) a check drawn on a nonmember bank of the
Federal Reserve, (2) a check drawn on a foreign bank, (3) a check payable in a
foreign currency, or (4) a check requiring special handling. With respect to
investments made other than by wire, the investor becomes a shareholder after
declaration of the dividend on the day on which the order is effective.

Information on how to procure a negotiable bank draft or to transmit
Federal Funds by wire is available at any national bank or any state bank which
is a member of the Federal Reserve System. Any commercial bank can transmit
Federal Funds by wire. The bank may charge the shareholder for these services.

If a shareholder has been credited with a purchase by a check which is
subsequently returned unpaid for insufficient funds or for any other reason, the
Fund will automatically redeem from the shareholder's account the amount
credited by the check plus any dividends earned thereon.

Reinvestment of Dividends in Other Delaware
Group Funds
Subject to applicable eligibility and minimum initial purchase
requirements and the limitations set forth below, shareholders may automatically
reinvest dividends and/or distributions from the Fund into certain of the other
mutual funds in the Delaware Group. Such investments will be at net asset value
at the close of business on the reinvestment date without any front-end sales
charge or exchange fee. The shareholder must notify the Transfer Agent in
writing and must have established an account in the fund into which the
dividends and/or distributions are to be invested. Any reinvestment directed to
a fund in which the investor does not then have an account, will be treated like
all other initial purchases of a fund's shares. Consequently, an investor should
obtain and read carefully the prospectus for the fund in which the investment is
proposed to be made before investing or sending money. The prospectus contains
more complete information about the fund, including charges and expenses. See
also Dividend Reinvestment Plan in the Prospectuses.
Dividends on Class A Shares and Consultant Class Shares may be
reinvested in shares of any other mutual fund in the Delaware Group, other than
Class B shares and Class C shares of the funds in the Delaware Group that offer
those classes of shares. Dividends on Class B Shares may only be invested in
Class B shares of another fund in the Delaware Group that offers such a class of
shares. Dividends on Class C Shares may only be invested in Class C shares of
another fund in the Delaware Group that offers such a class of shares. See Class
B Funds and Class C Funds under Buying Shares in the Prospectus of such Classes
for the funds in the Delaware Group that offer Class B shares and Class C
shares.

Account Statements
A statement of account will be mailed quarterly summarizing all
transactions during that period and will include the regular dividend
information. However, in the case of Class A Shares and Consultant Class Shares,
accounts in which there has been activity will receive a monthly statement
confirming transactions for that period. In the case of Class B Shares and Class
C Shares, accounts in which there has been activity will receive a confirmation
after each transaction.

-20-
<PAGE>

RETIREMENT PLANS

An investment in the Fund may be suitable for tax-deferred retirement
plans. Among the retirement plans noted below, Class B Shares are available for
investment only by Individual Retirement Accounts, Simplified Employee Pension
Plans, 403(b)(7) Deferred Compensation Plans and 457 Deferred Compensation
Plans. The CDSC may be waived on certain redemptions of Class B Shares and Class
C Shares. See the Prospectus for Class B Shares and Class C Shares under
Redemption and Exchange - Waiver of CDSC for a list of the instances in which
the CDSC is waived.
Each purchase of Class B Shares is subject to a maximum purchase
limitation of $250,000 for retirement plans. Each purchase of Class C Shares
must be in an amount that is less than $1,000,000 for such plans. The maximum
purchase limitations apply only to the initial purchase of shares by the
retirement plan.
Minimum investment limitations generally applicable to other investors
do not apply to retirement plans other than Individual Retirement Accounts
("IRAs") for which there is a minimum initial purchase of $250, and a minimum
subsequent purchase of $25 regardless of which Class is selected. Retirement
plans may be subject to plan establishment fees, annual maintenance fees and/or
other administrative or trustee fees. Fees are based upon the number of
participants in the plan as well as the services selected. Additional
information about fees is included in retirement plan materials. Fees are quoted
upon request. Annual maintenance fees may be shared by Delaware Management Trust
Company, the Transfer Agent, other affiliates of the Manager and others that
provide services to such Plans.
Certain shareholder investment services available to non-retirement
plan shareholders may not be available to retirement plan shareholders. Certain
retirement plans may qualify to purchase Class A Shares. For additional
information on any of the Plans and Delaware's retirement services, call the
Shareholder Service Center telephone number.
It is advisable for an investor considering any one of the retirement
plans described below to consult with an attorney, accountant or a qualified
retirement plan consultant. For further details, including applications for any
of these plans, contact your investment dealer or the Distributor.
Taxable distributions from the retirement plans described below may be
subject to withholding.
Please contact your investment dealer or the Distributor for the
special application forms required for the plans described below.

Prototype Profit Sharing or Money Purchase
Pension Plans
Prototype Plans are available for self-employed individuals,
partnerships and corporations which replace the former Keogh and corporate
retirement plans. These Plans contain profit sharing or money purchase pension
plan provisions. Contributions may be invested only in Class A Shares,
Consultant Class Shares and Class C Shares.

Individual Retirement Account ("IRA")
A document is available for an individual who
wants to establish an IRA by making contributions which may be tax-deductible,
even if the individual is already participating in an employer-sponsored
retirement plan. Even if contributions are not deductible for tax purposes, as
indicated below, earnings will be tax-deferred. In addition, an individual may
make contributions on behalf of a spouse who has no compensation for the year or
elects to be treated as having no compensation for the year. Investments in each
of the Classes are permissible.

-21-
<PAGE>

The Tax Reform Act of 1986 (the "Act") restructured, and in some cases
eliminated, the tax deductibility of IRA contributions. Under the Act, the full
deduction for IRAs ($2,000 for each working spouse and $2,250 for one-income
couples) was retained for all taxpayers who are not covered by an
employer-sponsored retirement plan. Even if a taxpayer (or his or her spouse) is
covered by an employer-sponsored retirement plan, the full deduction is still
available if the taxpayer's adjusted gross income is below $25,000 ($40,000 for
taxpayers filing joint returns). A partial deduction is allowed for married
couples with incomes between $40,000 and $50,000, and for single individuals
with incomes between $25,000 and $35,000. The Act does not permit deductions for
contributions to IRAs by taxpayers whose adjusted gross income before IRA
deductions exceeds $50,000 ($35,000 for singles) and who are active participants
in an employer-sponsored retirement plan. Taxpayers who are not allowed
deductions on IRA contributions still can make nondeductible IRA contributions
of as much as $2,000 for each working spouse ($2,250 for one-income couples),
and defer taxes on interest or other earnings from the IRAs. Special rules apply
for determining the deductibility of contributions made by married individuals
filing separate returns.
A company or association may establish a Group IRA for employees or
members who want to purchase shares of the Fund.

Investments generally must be held in the IRA until age 59 1/2 in order
to avoid premature distribution penalties, but distributions generally must
commence no later than April 1 of the calendar year following the year in which
the participant reaches age 70 1/2. Individuals are entitled to revoke the
account, for any reason and without penalty, by mailing written notice of
revocation to Delaware Management Trust Company within seven days after the
receipt of the IRA Disclosure Statement or within seven days after the
establishment of the IRA, except if the IRA is established more than seven days
after receipt of the IRA Disclosure Statement, the account may not be revoked.
Distributions from the account (except for the pro-rata portion of any
nondeductible contributions) are fully taxable as ordinary income in the year
received. Excess contributions removed after the tax filing deadline, plus
extensions, for the year in which the excess contributions were made are subject
to a 6% excise tax on the amount of excess. Premature distributions
(distributions made before age 59 1/2, except for death, disability and certain
other limited circumstances) will be subject to a 10% excise tax on the amount
prematurely distributed, in addition to the income tax resulting from the
distribution. For information concerning the applicability of a CDSC upon
redemption of Class B Shares and Class C Shares, see Contingent Deferred Sales
Charge - Class B Shares and Class C Shares under Buying Shares in the Prospectus
for Class B Shares and Class C Shares.
See Appendix B for additional IRA information.

Simplified Employee Pension Plan ("SEP/IRA")
A SEP/IRA may be established by an employer
who wishes to sponsor a tax-sheltered retirement program by making contributions
on behalf of all eligible employees. Each of the Classes is available for
investment by a SEP/IRA.

Salary Reduction Simplified Employee Pension
Plan ("SAR/SEP")
Employers with 25 or fewer eligible employees can establish this plan
which permits employer contributions and salary deferral contributions in Class
A Shares, Consultant Class Shares and Class C Shares only.

Prototype 401(k) Defined Contribution Plan
Section 401(k) of the Internal Revenue Code of 1986 (the "Code")
permits employers to establish qualified plans based on salary deferral
contributions. Plan documents are available to enable employers to establish a
plan. An employer may also elect to make profit sharing contributions and/or
matching contributions with investments in only Class A Shares, Consultant Class
Shares and Class C Shares or certain other funds in the Delaware Group.

-22-
<PAGE>

Deferred Compensation Plan for Public Schools
and Non-Profit Organizations ("403(b)(7)")
Section 403(b)(7) of the Code permits public school systems and certain
non-profit organizations to use mutual fund shares held in a custodial account
to fund deferred compensation arrangements for their employees. A custodial
account agreement is available for those employers who wish to purchase shares
of any of the Classes in conjunction with such an arrangement.

Deferred Compensation Plan for State and
Local Government Employees ("457")
Section 457 of the Code permits state and local governments, their
agencies and certain other entities to establish a deferred compensation plan
for their employees who wish to participate. This enables employees to defer a
portion of their salaries and any federal (and possibly state) taxes thereon.
Such plans may invest in shares of any of the Classes. Although investors may
use their own plan, there is available a Delaware Group 457 Deferred
Compensation Plan. Interested investors should contact the Distributor or their
investment dealers to obtain further information.

-23-
<PAGE>

OFFERING PRICE

The offering price of the Classes is the net asset value per share next
to be determined after an order is received and becomes effective. There is no
front-end sales charge.

The purchase will be effected at the net asset value next computed
after the receipt of Federal Funds provided they are received by the close of
regular trading on the New York Stock Exchange (ordinarily, 4 p.m., Eastern
time) on days when the Exchange is open. The New York Stock Exchange is
scheduled to be open Monday through Friday throughout the year except for New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas. When the New York Stock Exchange is closed, the
Fund will generally be closed, pricing calculations will not be made and
purchase and redemption orders will not be processed.

An example showing how to calculate the net asset value per share is
included in the Fund's financial statements which are incorporated by reference
into this Part B.
The investor becomes a shareholder at the close of and after
declaration of the dividend on the day on which the order is effective. See
Purchasing Shares. Dividends begin to accrue on the next business day. In the
event of changes in Securities and Exchange Commission requirements or the
Fund's change in time of closing, the Fund reserves the right to price at a
different time, to price more often than once daily or to make the offering
price effective at a different time.
The net asset value per share is computed by adding the value of all
securities and other assets in the portfolio, deducting any liabilities and
dividing by the number of shares outstanding. Expenses and fees are accrued
daily. The Fund's total net assets are determined by valuing the portfolio
securities at amortized cost.

The Board of Directors has adopted certain procedures to monitor and
stabilize the price per share. Calculations are made each day to compare part of
the Fund's value with the market value of instruments of similar character. At
regular intervals all issues in the portfolio are valued at market value.
Securities maturing in more than sixty days are valued more frequently by
obtaining market quotations from market makers. The portfolio will also be
valued by market makers at such other times as is felt appropriate. In the event
that a deviation of more than 1/2 of 1% exists between the Fund's $1.00 per
share offering and redemption prices and the net asset value calculated by
reference to market quotations, or if there is any other deviation which the
Board of Directors believes would result in a material dilution to shareholders
or purchasers, the Board of Directors will promptly consider what action, if
any, should be initiated, such as changing the price to more or less than $1.00
per share.
Each Class of the Fund will bear, pro-rata, all of the common expenses
of the Fund. The net asset values of all outstanding shares of each Class of the
Fund will be computed on a pro-rata basis for each outstanding share based on
the proportionate participation in the Fund represented by the value of shares
of that Class. All income earned and expenses incurred by the Fund will be borne
on a pro-rata basis by each outstanding share of a Class, based on each Class'
percentage in the Fund represented by the value of shares of such Classes,
except that the Class A Shares will not incur any of the expenses under the
Fund's 12b-1 Plans and Class B Shares, Class C Shares and Consultant Class
Shares alone will bear the 12b-1 Plan expenses payable under their respective
Plans. Due to the specific distribution expenses and other costs that will be
allocable to each Class, the dividends paid to each Class of the Fund may vary.
However, the net asset value per share of each Class is expected to be
equivalent.

-24-
<PAGE>

REDEMPTION

Any shareholder may require the Fund to redeem shares by sending a
written request, signed by the record owner or owners exactly as the shares are
registered, to the Fund, 1818 Market Street, Philadelphia, PA 19103. In
addition, certain expedited redemption methods described below are available
when stock certificates have not been issued. The Fund does not issue
certificates for Class A Shares, Class C Shares or Consultant Class Shares
unless a shareholder specifically requests them. The Fund does not issues
certificates for Class B Shares. If stock certificates have been issued for
shares being redeemed, they must accompany the written request. For redemptions
of $50,000 or less paid to the shareholder at the address of record, the Fund
requires a request signed by all owners of the shares or the investment dealer
of record, but does not require signature guarantees. When the redemption is for
more than $50,000, or if payment is made to someone else or to another address,
signatures of all record owners and a signature guarantee are required. Each
signature guarantee must be supplied by an eligible guarantor institution. The
Fund reserves the right to reject a signature guarantee supplied by an eligible
institution based on its creditworthiness. The Fund may request further
documentation from corporations, executors, retirement plans, administrators,
trustees or guardians. The redemption price is the net asset value next
calculated after receipt of the redemption request in good order. See Offering
Price for time of calculation of net asset value.
Class B Shares are subject to a CDSC of: (i) 4% if shares are redeemed
within two years of purchase; (ii) 3% if shares are redeemed during the third or
fourth year following purchase; (iii) 2% if shares are redeemed during the fifth
year following purchase; and (iv) 1% if shares are redeemed during the sixth
year following purchase. Class C Shares are subject to a CDSC of 1% if shares
are redeemed within twelve months following purchase. See Contingent Deferred
Sales Charge - Class B Shares and Class C Shares under Buying Shares in the
Fund's Prospectus relating to such shares. Except for such CDSC and, with
respect to the expedited payment by wire, for which there is currently a $7.50
bank wiring cost, neither the Fund nor the Distributor charges a fee for
redemptions or repurchases, but such fees could be charged at any time in the
future.

Payment for shares redeemed will ordinarily be mailed the next business
day, but no later than seven days, after receipt of a redemption request in good
order. If a shareholder redeems an entire account, all dividends accrued to the
time of the withdrawal will be paid by separate check at the end of that
particular monthly dividend period.
In case of a suspension of the determination of the net asset value
because the New York Stock Exchange is closed for other than weekends or
holidays, or trading thereon is restricted or an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably practical
or it is not reasonably practical for the Fund fairly to value its assets, or in
the event that the Securities and Exchange Commission has provided for such
suspension for the protection of shareholders, the Fund may postpone payment or
suspend the right of redemption. In such case, the shareholder may withdraw the
request for redemption or leave it standing as a request for redemption at the
net asset value next determined after the suspension has been terminated.
See Account Statements under Purchasing Shares for information relating
to the mailing of confirmations of redemptions.

If a shareholder who recently purchased shares by check seeks to redeem
all or a portion of those shares in a written request, the Fund will honor the
redemption request but will not mail the proceeds until it is reasonably
satisfied of the collection of the investment check. Redemption requests by wire
or the Checkwriting Feature in this case will not be honored. The hold period
against a recent purchase may be up to but not in excess of fifteen days,
depending upon the origin of the investment check. Dividends will continue to be
earned until the redemption is processed. This potential delay can be avoided by
making investments by wiring Federal Funds.

-25-
<PAGE>

If a shareholder has been credited with a purchase by a check which is
subsequently returned unpaid for insufficient funds or for any other reason, the
Fund will automatically redeem from the shareholder's account the shares
purchased by the check plus any dividends earned thereon. Shareholders may be
responsible for any losses to the Fund or to the Distributor.

Small Accounts
Before the Fund involuntarily redeems shares from an account that,
under the circumstances noted in the Prospectus, has remained below the minimum
amounts required by the relevant Prospectus, the shareholder will be notified in
writing that the value of the shares in the account is less than the minimum
amounts required by the Fund's Prospectuses and will be allowed sixty days from
the date of notice to make an additional investment to meet the required
minimum. If no such action is taken by the shareholder, the proceeds will be
sent to the shareholder. Any redemption in an inactive account established with
a minimum investment may trigger mandatory redemption. No CDSC will apply to the
redemptions described in this paragraph of Class B Shares and Class C Shares
described above.

* * *

The Fund has available certain redemption privileges, as described
below. The Fund reserves the right to suspend or terminate these expedited
payment procedures upon sixty days' written notice to shareholders.

Expedited Telephone Redemptions
Shareholders or their investment dealers of record wishing to redeem
any amount of shares under $25,000 for which certificates have not been issued
may call the Fund at 800-523-1918 (in Philadelphia, 215-988-1241) prior to the
time the offering price and net asset value are determined, as noted above, and
have the proceeds mailed to them at the record address. Checks payable to the
shareholder(s) of record will normally be mailed the next business day, but no
later than seven days, after the receipt of the redemption request. This option
is only available to individual, joint and individual fiduciary-type accounts.

In addition, redemption proceeds of $1,000 or more can be transferred
to your predesignated bank account by wire or by check by calling the Fund, as
described above. An authorization form must have been completed by the
shareholder and filed with the Fund before the request is received.
Payment will be made by wire or check to the bank account designated on
the authorization form as follows:
1. Payment by Wire: Request that Federal Funds be wired to the bank
account designated on the authorization form. Redemption proceeds will normally
be wired on the next business day following receipt of the redemption request.
There is a $7.50 wiring fee (subject to change) charged by CoreStates Bank, N.A.
which will be deducted from the withdrawal proceeds each time the shareholder
requests a redemption. If the proceeds are wired to the shareholder's account at
a bank which is not a member of the Federal Reserve System, there could be a
delay in the crediting of the funds to the shareholder's bank account.
2. Payment by Check: Request a check be mailed to the bank account
designated on the authorization form. Redemption proceeds will normally be
mailed the next business day, but no later than seven days, from the date of the
telephone request. This procedure will take longer than the Payment by Wire
option (1 above) because of the extra time necessary for the mailing and
clearing of the check after the bank receives it.

-26-
<PAGE>

Redemption Requirements: In order to change the name of the bank and
the account number it will be necessary to send a written request to the Fund
with a signature guarantee. Each signature guarantee must be supplied by an
eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness.
To reduce the shareholder's risk of attempted fraudulent use of the
telephone redemption procedure, payment will be made only to the bank account
designated on the authorization form.
If expedited payment under these procedures could adversely affect the
Fund, the Fund may take up to seven days to pay the shareholder.
Neither the Fund nor the Transfer Agent is responsible for any
shareholder loss incurred in acting upon written or telephone instructions for
redemption or exchange of Fund shares which are reasonably believed to be
genuine. With respect to such telephone transactions, the Fund will follow
reasonable procedures to confirm that instructions communicated by telephone are
genuine (including verification of a form of personal identification) as, if it
does not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Telephone instructions received from
shareholders are generally tape recorded, and a written confirmation will be
provided for all purchase, exchange and redemption transactions initiated by
telephone.

Checkwriting Feature
Holders of Class A Shares and Consultant Class Shares holding shares
for which certificates have not been issued may request on the investment
application that they be provided with special forms of checks which may be
issued to redeem their shares by drawing on the Delaware Group Cash Reserve,
Inc. account with CoreStates Bank, N.A. Normally, it takes two weeks from the
date the shareholder's initial purchase check clears to receive the first order
of checks. The use of any form of check other than the Fund's check will not be
permitted unless approved by the Fund. The Checkwriting Feature is not available
with respect to the Class B or Class C Shares of the Fund.

(1) These redemption checks must be made payable in an amount of $500
or more.
(2) Checks must be signed by the shareholder(s) of record or, in the
case of an organization, by the authorized person(s). If registration is in more
than one name, unless otherwise indicated on the investment application or your
checkwriting authorization form, these checks must be signed by all owners
before the Fund will honor them. Shareholders using redemption checks will
continue to be entitled to distributions paid on those shares up to the time the
checks are presented for payment.
(3) If a shareholder who recently purchased shares by check seeks to
redeem all or a portion of those shares through the Checkwriting Feature, the
Fund will not honor the redemption request unless it is reasonably satisfied of
the collection of the investment check. The hold period against a recent
purchase may be up to but not in excess of 15 days, depending upon the origin of
the investment check.
(4) If the amount of the check is greater than the value of the shares
held in the shareholder's account, the check will be returned and the
shareholder may be subject to extra charges.
(5) Checks may not be used to close accounts.
The Fund reserves the right to revoke the Checkwriting Feature of
shareholders who overdraw their accounts or if, in the opinion of management,
such revocation is in the Fund's best interest.

-27-
<PAGE>

Shareholders will be subject to CoreStates Bank, N.A.'s rules and
regulations governing similar accounts. There is a one-time $5 charge by the
Fund to shareholders for this service. This service may be terminated or
suspended at any time by CoreStates Bank, N.A., the Fund or the Transfer Agent.
The Fund and the Transfer Agent will not be responsible for the inadvertent
processing of post-dated checks or checks more than six months old.
Stop-Payment Requests--Investors may request a stop payment on checks
by providing the Fund with a written authorization to do so. Oral requests will
be accepted provided that the Fund promptly receives a written authorization.
Such requests will remain in effect for six months unless renewed or cancelled.
The Fund will use its best efforts to effect stop-payment instructions, but does
not promise or guarantee that such instructions will be effective. Shareholders
requesting stop payment will be charged a $5 service fee per check for each
six-month period, which will be deducted from their accounts.
Return of Checks--Checks used in redeeming shares from a shareholder's
account will be accumulated and returned semi-annually. Shareholders needing a
copy of a redemption check before the regular mailing should contact the
Transfer Agent nationwide 800-523-1918 (in Philadelphia, 215-988-1241).

Systematic Withdrawal Plans
Holders of Class A Shares, Consultant Class Shares, Class B Shares and
Class C Shares who own or purchase $5,000 or more of shares for which
certificates have not been issued may establish a Systematic Withdrawal Plan for
monthly withdrawals of $25 or more or quarterly withdrawals of $75 or more,
although the Fund does not recommend any specific amount of withdrawal. This
$5,000 minimum does not apply for the Fund's prototype retirement plans. Shares
purchased with the initial investment and through reinvestment of cash dividends
and realized securities profits distributions will be credited to the
shareholder's account, and sufficient full and fractional shares will be
redeemed at the net asset value calculated on the third business day preceding
the mailing date.
Checks are dated either the 1st or the 15th of the month, as selected
by the shareholder (unless such date falls on a holiday or a weekend) and are
normally mailed within two business days. Both ordinary income dividends and
realized securities profits distributions will be automatically reinvested in
additional shares of the Class at net asset value. This plan is not recommended
for all investors and should be started only after careful consideration of its
operation and effect upon the investor's savings and investment program. To the
extent that withdrawal payments from the plan exceed any dividends and/or
realized securities profits distributions paid on shares held under the plan,
the withdrawal payments will represent a return of capital and the share balance
may in time be depleted, particularly in a declining market.
The sale of shares for withdrawal payments constitutes a taxable event
and a shareholder may incur a capital gain or loss for federal income tax
purposes, although the Fund expects to maintain a fixed net asset value. If
there were a gain or loss, it would be long-term or short-term depending on the
holding period for the specific shares liquidated. Premature withdrawals from
Retirement Plans may have adverse tax consequences.
Redemptions of Class B Shares or Class C Shares pursuant to a
Systematic Withdrawal Plan may be subject to a CDSC, unless the annual amount
selected to be withdrawn is less than 12% of the account balance on the date
that the Systematic Withdrawal Plan was established. See Waiver of CDSC under
Redemption and Exchange in the Prospectus for Class C Shares.
An investor wishing to start a Systematic Withdrawal Plan must complete
an authorization form. If the recipient of Systematic Withdrawal Plan payments
is other than the registered shareholder, the shareholder's signature on this
authorization must be guaranteed. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. This plan may be terminated by the shareholder or the Transfer
Agent at any time by giving written notice.

-28-
<PAGE>

Wealth Builder Option
Shareholders may elect to invest in one or more of the other mutual
funds in the Delaware Group through our Wealth Builder Option. Under this
automatic exchange program, shareholders can authorize regular monthly
investments (minimum of $100 per fund) to be liquidated from their account and
invested automatically into an account in one or more other funds in the
Delaware Group, subject to the conditions and limitations set forth in the
Prospectuses for the Classes. See Wealth Builder Option under Redemption and
Exchange in the Classes' Prospectuses.

The investment will be made on the 20th day of each month (or, if the
fund selected is not open that day, the next business day) at the public
offering price or net asset value, as applicable, of the fund selected on the
date of investment. No investment will be made for any month if the value of the
shareholder's account is less than the amount specified for investment.
Periodic investment through the Wealth Builder Option does not insure
profits or protect against losses in a declining market. The price of the fund
into which investments are made could fluctuate. Since this program involves
continuous investment regardless of such fluctuating value, investors selecting
this option should consider their financial ability to continue to participate
in the program through periods of low fund share prices. This program involves
automatic exchanges between two or more fund accounts and is treated as a
purchase of shares of the fund into which investments are made through the
program. See Exchange Privilege for a brief summary of the tax consequences of
exchanges.
Shareholders can also use the Wealth Builder Option to invest in one of
the Classes of shares through regular liquidations of shares in their accounts
in other mutual funds in the Delaware Group, subject to the conditions and
limitations described in the Classes' Prospectuses. Shareholders can terminate
their participation at any time by written notice to the Fund.
This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457
Deferred Compensation Plans.

DIVIDENDS AND REALIZED SECURITIES
PROFITS DISTRIBUTIONS

The Fund declares a dividend of its net investment income on a daily
basis, to shareholders of record of each of the Classes' shares at the time of
the previous calculation of the Fund's net asset value, each day that the Fund
is open for business. The amount of net investment income will be determined at
the time the offering price and net asset value are determined (see Offering
Price), and shall include investment income accrued, less the estimated expenses
of the Fund incurred since the last determination of net asset value. Gross
investment income consists principally of interest accrued and, where
applicable, net pro-rata amortization of premiums and discounts since the last
determination. The dividend declared, as noted above, will be deducted
immediately before the net asset value calculation is made. See Offering Price.
Net investment income earned on days when the Fund is not open will be declared
as a dividend on the next business day.

Each of the Classes will share proportionately in the investment income
and expenses of the Fund, except that Consultant Class Shares, Class B Shares
and Class C Shares alone will incur distribution fees under their respective
12b-1 Plans. See Plans Under Rule 12b-1 for Consultant Class Shares, Class B
Shares and Class C Shares.

Purchases of Fund shares by wire begin earning dividends when converted
into Federal Funds and available for investment, normally the next business day
after receipt. However, if the Fund is given prior notice of Federal Funds wire
and an acceptable written guarantee of timely receipt from an investor
satisfying the Fund's credit policies, the purchase will start earning dividends
on the date the wire is received. Investors desiring to guarantee wire payments
must have an acceptable financial condition and credit history in the sole
discretion of the Fund. The Fund reserves the right to terminate this option at
any time. Purchases by check earn dividends upon conversion to Federal Funds,
normally one business day after receipt.

Payment of dividends will be made monthly on the last day of each
month. Payment by check of cash dividends will ordinarily be mailed within three
business days after the payable date. Dividends are automatically reinvested in
additional shares of the same Class of the Fund at the net asset value in effect
on the payable date, which provides the effect of compounding dividends, unless

-29-
<PAGE>

the election to receive dividends in cash has been made. Dividend payments of
$1.00 or less will be automatically reinvested, notwithstanding a shareholder's
election to receive dividends in cash. If such a shareholder's dividends
increase to greater than $1.00, the shareholder would have to file a new
election in order to begin receiving dividends in cash again. If a shareholder
redeems an entire account, all dividends accrued to the time of the withdrawal
will be paid by separate check at the end of that particular monthly dividend
period, consistent with the payment and mailing schedule described above. Any
check in payment of dividends or other distributions which cannot be delivered
by the United States Post Office or which remains uncashed for a period of more
than one year may be reinvested in the shareholder's account at the then-current
net asset value and the dividend option may be changed from cash to reinvest.
The Fund may deduct from a shareholder's account the costs of the Fund's effort
to locate a shareholder if a shareholder's mail is returned by the United States
Post Office or the Fund is otherwise unable to locate the shareholder or verify
the shareholder's mailing address. These costs may include a percentage of the
account when a search company charges a percentage fee in exchange for their
location services. To the extent necessary to maintain a $1.00 per share net
asset value, the Fund's Board of Directors will consider temporarily reducing or
suspending payment of daily dividends, or making a distribution of realized
securities profits or other distributions at the time the net asset value per
share has changed.

Short-term realized securities profits or losses, if any, may be paid
with the daily dividend. Any such profits not so paid will be distributed
annually during the first quarter following the close of the fiscal year. See
Account Statements under Purchasing Shares for the statement mailing of dividend
information. Information as to the tax status of dividends will be provided
annually.

During the fiscal year ended March 31, 1995, dividends totaling
$0.0394, $0.0279 and $0.0369 per share of Class A Shares, Class B Shares and
Consultant Class Shares, respectively, were paid from net investment income.

-30-
<PAGE>

TAXES

The Fund has qualified, and intends to continue to qualify, as a
regulated investment company under Subchapter M of the Code. As such, the Fund
will not be subject to federal income tax, or to any excise tax, to the extent
its earnings are distributed as provided in the Code. See Taxes in the Classes'
Prospectuses.

-31-
<PAGE>

INVESTMENT MANAGEMENT AGREEMENT

The Manager, located at One Commerce Square, Philadelphia, PA 19103,
furnishes investment management services to the Fund, subject to the supervision
and direction of the Fund's Board of Directors.
The Manager and its predecessors have been managing the funds in the
Delaware Group since 1938. The aggregate assets of these funds on March 31, 1995
were approximately $9,579,965,000. Investment advisory services are also
provided to institutional accounts with assets on March 31, 1995 of
approximately $16,273,256,000.
Subject to the supervision and direction of the Board of Directors, the
Manager manages the Fund's portfolio in accordance with the Fund's stated
investment objective and policy and makes and implements all investment
decisions on behalf of the Fund.

The Investment Management Agreement for the Fund is dated April 3, 1995
and was approved by shareholders on March 29, 1995.
The Agreement has an initial term of two years and may be renewed each
year so long as such renewal and continuance are specifically approved at least
annually by the directors or by vote of a majority of the outstanding voting
securities of the Fund, and only if the terms and the renewal thereof have been
approved by the vote of a majority of the directors of the Fund, who are not
parties thereto or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. The Agreement is
terminable without penalty on sixty days' notice by the directors of the Fund or
by the Manager. The Agreement will terminate automatically in the event of its
assignment.

The annual compensation paid by the Fund for investment management
services is equal to .5% on the first $500 million of average daily net assets
of the Fund, .475% on the next $250 million, .45% on the next $250 million,
.425% on the next $250 million, .375% on the next $250 million, .325% on the
next $250 million, .3% on the next $250 million and .275% on the average daily
net assets over $2 billion, less all directors' fees paid to the unaffiliated
directors by the Fund. If the Fund's average daily net assets exceed $3 billion
for any month, the Board of Directors will conduct a substantive review of the
Investment Management Agreement. The Manager pays the Fund's rent and the
salaries of all directors, officers and employees of the Fund who are affiliated
with the Manager. Investment management fees paid by the Fund were 0.49% of
average daily net assets for the fiscal year ended March 31, 1995.
On March 31, 1995, the total net assets of the Fund were $625,467,006.
Investment management fees paid by the Fund during the past three fiscal years
were $3,906,600 for the fiscal year ended March 31, 1993, $3,155,870 for the
fiscal year ended March 31, 1994 and $3,354,935 for the fiscal year ended March
31, 1995.

Except for those expenses borne by the Manager under the Investment
Management Agreement and the Distributor under the Distribution Agreement, the
Fund is responsible for all of its own expenses. Among others, these include the
investment management fees; shareholder servicing, dividend disbursing and
transfer agent fees and costs; custodian expenses; federal and state securities
registration fees; proxy costs; and the costs of preparing prospectuses and
reports sent to shareholders. The ratio of expenses to average daily net assets
for the fiscal year ended March 31, 1995 was 1.01% for Class A Shares and 1.26%
for Consultant Class Shares. Such ratio for Class B Shares from May 2, 1994
(date of initial public offering) through March 31, 1995 was 2.01%, annualized.
The ratios for Consultant Class Shares and Class B Shares reflect the impact of
their respective 12b-1 Plans. The Fund anticipates that the ratio of expenses to
average daily net assets of Class C Shares will be identical to that of Class B
Shares.

-32-
<PAGE>

By California regulation, the Manager is required to waive certain fees
and reimburse the Fund for certain expenses to the extent that the Fund's annual
operating expenses, exclusive of taxes, interest, brokerage commissions and
extraordinary expenses, exceed specified percentages of average daily net
assets. At present, the most restrictive limit is 2 1/2% of its first $30
million of average daily net assets, 2% of the next $70 million of average daily
net assets and 1 1/2% of any additional average daily net assets. For the fiscal
year ended March 31, 1995, no reimbursement was necessary or paid.

Distribution and Service
The Distributor, Delaware Distributors, L.P. (which formerly conducted
business as Delaware Distributors, Inc.), located at 1818 Market Street,
Philadelphia, PA 19103, serves as the national distributor for the Classes under
a Distribution Agreement dated April 3, 1995, as amended on November 29, 1995.
The Distributor is an affiliate of the Manager and bears all of the costs of
promotion and distribution, except for payments by the Fund on behalf of
Consultant Class Shares, Class B Shares and Class C Shares under their
respective 12b-1 Plans. Prior to January 3, 1995, Delaware Distributors, Inc.
("DDI") served as the national distributor of the Fund's shares. On that date
Delaware Distributors, L.P., a newly formed limited partnership, succeeded to
the business of DDI. All officers and employees of DDI became officers and
employees of Delaware Distributors, L.P. DDI is the corporate general partner of
Delaware Distributors, L.P. and both DDI and Delaware Distributors, L.P. are
indirect, wholly-owned subsidiaries of Delaware Management Holdings, Inc.

The Transfer Agent, Delaware Service Company, Inc., another affiliate
of the Manager located at 1818 Market Street, Philadelphia, PA 19103, serves as
the Fund's shareholder servicing, dividend disbursing and transfer agent
pursuant to a Shareholders Services Agreement dated December 20, 1990. The
Transfer Agent is also an indirect, wholly-owned subsidiary of Delaware
Management Holdings, Inc.

-33-
<PAGE>

OFFICERS AND DIRECTORS

The business and affairs of the Fund are managed under the direction of
its Board of Directors.

Certain officers and directors of the Fund hold identical positions in
each of the other funds in the Delaware Group. On October 31, 1995, the Fund's
officers and directors owned less than 1% of outstanding shares of the Class B
Shares and the Consultant Class Shares and approximately 2.56% of the
outstanding shares (SAI-DCR/PART B) of Class A Shares.
As of October 31, 1995, the Fund believes Citicorp USA, Inc., Cust.
Marlboro Equity Partnership LP, 153 E. 53rd Street, New York, NY 10022 held
1,861,475 shares (12.17%) and American International, Inc., 2029 Century Park
East, Suite 1550, Los Angeles, CA 90067 held 1,283,502 shares (8.39%) of the
outstanding shares of the Consultant Class.
As of October 31, 1995, the Fund believes the following accounts held
of record 5% or more of the outstanding shares of the Class B Shares: Carpenters
Specialty & Shopmen Severance and Pension, 727 Jefferson Ave., Kenilworth, NJ
07033 held 261,692 shares (16.01%); Cleophaus S. Whitaker, Jr., 2092 Sandalwood
Drive, Palm Springs, CA 92262 held 227,190 shares (13.90%); Prudential
Securities FBO Joanne L. Wood, IRA DTD 8/17/92, 1455 Carla Ridge, Beverly Hills,
CA 90210 held 108,212 shares (6.62%); Margaret P. Schellerup, 2604 Calibogue
Club, Hilton Head Island, SC held 104,756 shares (6.41%); The Walton Association
COS Profit Sharing Trust, DTD 10/1/62, 2001 Financial Way, Suite 200, Glendora,
CA 91741 held 96,529 shares (5.90%); and Lincoln Trust Company, FBO George R.
Bole, IRA R/O A/C 60553158, P.O. Box 5831, Denver, CO 80217 held 82,662 shares
(5.05%).
DMH Corp., Delaware Management Company, Inc., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware Service Company, Inc., Delaware
Management Trust Company, Delaware International Holdings Ltd., Founders
Holdings, Inc., Delaware International Advisers Ltd. and Delaware Investment
Counselors, Inc. are direct or indirect, wholly-owned subsidiaries of Delaware
Management Holdings, Inc. ("DMH"). On April 3, 1995, a merger between DMH and a
wholly-owned subsidiary of Lincoln National Corporation ("Lincoln National") was
completed. In connection with the merger, a new Investment Management Agreement
between the Fund and the Manager was executed following shareholder approval.
DMH and the Manager are now wholly-owned subsidiaries, and subject to the
ultimate control of, Lincoln National. Lincoln National, with headquarters in
Fort Wayne, Indiana, is a diversified organization with operations in many
aspects of the financial services industry, including insurance and investment
management.

Directors and principal officers of the Fund are noted below along with
their ages and their business experience for the past five years. Unless
otherwise noted, the address of each officer and director is One Commerce
Square, Philadelphia, PA 19103.

*Wayne A. Stork (58)
Chairman, Director and/or Trustee of the Fund, each of the other 16
funds in the Delaware Group and Delaware Investment Counselors,
Inc. Chairman, Chief Executive Officer, Chief Investment Officer
and Director of Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware Management
Holdings, Inc., DMH Corp., Delaware International Advisers Ltd.,
Delaware International Holdings Ltd. and Founders Holdings, Inc.

Director of Delaware Distributors, Inc. and Delaware Service Company,
Inc.
During the past five years, Mr. Stork has served in various executive
capacities at different times within the Delaware organization.

- ----------
*Director affiliated with the investment manager of the Fund and considered an
"interested person" as defined in the Investment Company Act of 1940.

-34-
<PAGE>

Winthrop S. Jessup (50)
Executive Vice President of the Fund, 15 other funds in the Delaware
Group (which excludes Delaware Pooled Trust, Inc.) and Delaware
Management Holdings, Inc.
President and Chief Executive Officer of Delaware Pooled Trust, Inc.
President and Director of Delaware Investment Counselors, Inc.
Executive Vice President and Director of DMH Corp., Delaware Management
Company, Inc., Delaware International Holdings Ltd. and Founders
Holdings, Inc.
Vice Chairman and Director of Delaware Distributors, Inc.
Vice Chairman of Delaware Distributors, L.P.
Director of Delaware Management Trust Company, Delaware Service
Company, Inc. and Delaware International Advisers Ltd.
During the past five years, Mr. Jessup has served in various executive
capacities at different times within the Delaware organization.

Richard G. Unruh, Jr. (56)
Executive Vice President of the Fund and each of the other 16 funds in
the Delaware Group.
Executive Vice President and Director of Delaware Management Company,
Inc.
Senior Vice President of Delaware Management Holdings, Inc.
Director of Delaware International Advisers Ltd.
During the past five years, Mr. Unruh has served in various executive
capacities at different times within the Delaware organization.

Walter P. Babich (68)
Director and/or Trustee of the Fund and each of the other 16 funds
in the Delaware Group.
460 North Gulph Road, King of Prussia, PA 19406.
Board Chairman, Citadel Constructors, Inc.
From 1986 to 1988, Mr. Babich was a partner of Irwin & Leighton and
from 1988 to 1991, he was a partner of I&L Investors.

Anthony D. Knerr (56)
Director and/or Trustee of the Fund and each of the other 16 funds in
the Delaware Group.
500 Fifth Avenue, New York, NY 10110.
Consultant, Anthony Knerr & Associates.
From 1982 to 1988, Mr. Knerr was Executive Vice President/Finance and
Treasurer of Columbia University, New York. From 1987 to 1989,
he was also a lecturer in English at the University. In
addition, Mr. Knerr was Chairman of The Publishing Group, Inc.,
New York, from 1988 to 1990. Mr. Knerr founded The Publishing
Group, Inc. in 1988.

Ann R. Leven (54)
Director and/or Trustee of the Fund and each of the other 16 funds in
the Delaware Group.
785 Park Avenue, New York, NY 10021.
Treasurer, National Gallery of Art.
From 1984 to 1990, Ms. Leven was Treasurer and Chief Fiscal Officer
of the Smithsonian Institution, Washington, DC, and from 1975 to
1994, she was Adjunct Professor of Columbia Business School.

-35-
<PAGE>

W. Thacher Longstreth (74)
Director and/or Trustee of the Fund and each of the other 16 funds in
the Delaware Group.
1617 John F. Kennedy Boulevard, Philadelphia, PA 19103.
Vice Chairman, Packquisition Corp., a financial printing, commercial
printing and information processing firm.
Philadelphia City Councilman.
President, MLW, Associates.
Director, Tasty Baking Company.
Director, Healthcare Services Group.

Charles E. Peck (69)
Director and/or Trustee of the Fund and each of the other 16 funds in
the Delaware Group.
P.O. Box 1102, Columbia, MD 21044.
Secretary, Enterprise Homes, Inc.
From 1981 to 1990, Mr. Peck was Chairman and Chief Executive Officer
of The Ryland Group, Inc., Columbia, MD.

David K. Downes (55)
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer of the Fund, each of the other 16 funds in the Delaware
Group, Delaware Management Company, Inc. and Delaware
Distributors, L.P.
Chairman and Director of Delaware Management Trust Company.
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer/Treasurer of Delaware Management Holdings, Inc.
Senior Vice President/Chief Financial Officer/Treasurer and Director of
DMH Corp.
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer and Director of Delaware Distributors, Inc. and Delaware
Service Company, Inc.
Chief Financial Officer and Director of Delaware International
Holdings Ltd.
Senior Vice President/Chief Financial Officer/Treasurer of Delaware
Investment Counselors, Inc.
Senior Vice President and Director of Founders Holdings, Inc.
Director of Delaware International Advisers Ltd.
Before joining the Delaware Group in 1992, Mr. Downes was Chief
Administrative Officer, Chief Financial Officer and Treasurer of
Equitable Capital Management Corporation, New York, from
December 1985 through August 1992, Executive Vice President from
December 1985 through March 1992, and Vice Chairman from March
1992 through August 1992.

George M. Chamberlain, Jr. (48)
Senior Vice President and Secretary of the Fund, each of the other 16
funds in the Delaware Group, Delaware Management Holdings, Inc.,
Delaware Distributors, L.P. and Delaware Investment Counselors,
Inc.
Executive Vice President and Secretary of Delaware Management Trust
Company.
Senior Vice President, Secretary and Director of DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, Inc. and
Delaware Service Company, Inc.
Corporate Vice President and Secretary of Founders Holdings, Inc.
Secretary and Director of Delaware International Holdings Ltd.
Director of Delaware International Advisers Ltd.
Attorney.
During the past five years, Mr. Chamberlain has served in various
capacities at different times within the Delaware organization.

-36-
<PAGE>

Paul E. Suckow (48)
Senior Vice President/Chief Investment Officer, Fixed Income of the
Fund, each of the other 16 funds in the Delaware Group, Delaware
Management Holdings, Inc. and Delaware Management Company, Inc.
Senior Vice President and Director of Founders Holdings, Inc.
Director of Founders CBO Corporation.
Before returning to the Delaware Group in 1993, Mr. Suckow was
Executive Vice President and Director of Fixed Income for
Oppenheimer Management Corporation, New York, NY from 1985 to
1992. Prior to that, Mr. Suckow was a fixed income portfolio
manager for the Delaware Group.

Gary A. Reed (40)
Vice President/Senior Portfolio Manager of the Fund, of the nine
other income (including tax-exempt) funds in the Delaware Group
and of Delaware Management Company, Inc.
During the past five years, Mr. Reed has served in such capacities
within the Delaware organization.

Joseph H. Hastings (45)
Vice President/Corporate Controller of the Fund, each of the other 16
funds in the Delaware Group, Delaware Management Holdings, Inc.,
DMH Corp., Delaware Management Company, Inc., Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware
Service Company, Inc., Delaware Investment Counselors, Inc. and
Founders Holdings, Inc.
Executive Vice President/Treasurer/Chief Financial Officer of Delaware
Management Trust Company.
Assistant Treasurer of Founders CBO Corporation.
1818 Market Street, Philadelphia, PA 19103.
Before joining the Delaware Group in 1992, Mr. Hastings was Chief
Financial Officer for Prudential Residential Services, L.P., New
York, NY from 1989 to 1992. Prior to that, Mr. Hastings served
as Controller and Treasurer for Fine Homes International, L.P.,
Stamford, CT from 1987 to 1989.

Michael P. Bishof (33)
Vice President/Treasurer of the Fund, each of the other 16 funds in
the Delaware Group, Delaware Management Company, Inc., Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware
Service Company, Inc., Founders Holdings, Inc. and Founders CBO
Corporation.
Prior to joining the Delaware Group in 1995, Mr. Bishof was a vice
president for Bankers Trust, New York, NY from 1994 to 1995, a
vice president for First Boston Investment Management, New York,
NY from 1993 to 1994 and an assistant vice president for
Equitable Capital Management Corporation, New York, NY from 1987
to 1993.

-37-
<PAGE>

The following is a compensation table listing for each director
entitled to receive compensation, the aggregate compensation received from the
Fund and the total compensation received from all Delaware Group funds for the
fiscal year ended March 31, 1995 and an estimate of annual benefits to be
received upon retirement under the Delaware Group Retirement Plan for
Directors/Trustees as of March 31, 1995.

<TABLE>
<CAPTION>
Pension or
Retirement Estimated Total
Benefits Annual Compensation
Aggregate Accrued Benefits from all 17
Compensation as Part of Upon Delaware
Name from Fund Fund Expenses Retirement* Group Funds
<S> <C> <C> <C> <C>
W. Thacher Longstreth $5,743.99 None $18,100 $35,956.42
Ann R. Leven $6,923.69 None $18,100 $42,379.63
Walter P. Babich $6,756.37 None $18,100 $42,434.19
Anthony D. Knerr $1,944.69 None $18,100 $28,013.09
Charles E. Peck $5,743.99 None $18,100 $37,323.52
</TABLE>

* Under the terms of the Delaware Group Retirement Plan for Directors/Trustees,
each disinterested director who, at the time of his or her retirement from the
Board, has attained the age of 70 and served on the Board for at least five
continuous years, is entitled to receive payments from each fund in the
Delaware Group for a period equal to the lesser of the number of years that
such person served as a director or the remainder of such person's life. The
amount of such payments will be equal, on an annual basis, to the amount of
the annual retainer that is paid to directors of each fund at the time of such
person's retirement. If an eligible director retired as of March 31, 1995, he
or she would be entitled to annual payments totaling $18,100, in the
aggregate, from all of the funds in the Delaware Group, based on the number of
funds in the Delaware Group as of that date.

-38-
<PAGE>

EXCHANGE PRIVILEGE

The exchange privileges available for shareholders of the Classes and the
shareholders of other classes of other funds in the Delaware Group are set forth
in the relevant prospectuses for such classes. The following supplements that
information. The Fund reserves the right to reject exchange requests at any
time. The Fund may modify, terminate or suspend the exchange privilege upon 60
days' notice to shareholders.
All exchanges involve a purchase of shares of the fund into which the
exchange is made. As with any purchase, an investor should obtain and carefully
read that fund's prospectus before buying shares in an exchange. The prospectus
contains more complete information about the fund, including charges and
expenses.
A shareholder requesting an exchange or purchase will be sent a current
prospectus and an exchange authorization form for any of the other mutual funds
in the Delaware Group. Exchange instructions must be signed by the record
owner(s) exactly as the shares are registered. This feature is available only in
states where the fund into which the exchange is being made is registered.
An exchange constitutes, for tax purposes, the sale of one fund and the
purchase of another. The sale may involve either a capital gain or loss to the
shareholder for federal income tax purposes.
In addition, investment advisers and dealers may make exchanges between
funds in the Delaware Group on behalf of their clients by telephone or other
expedited means. This service may be discontinued or revised at any time by the
Transfer Agent. Such exchange requests may be rejected if it is determined that
a particular request or the total requests at any time could have an adverse
effect on any of the funds. Requests for expedited exchanges may be submitted
with a properly completed exchange authorization form, as described above.

Telephone Exchange Privilege
Shareholders owning shares for which
certificates have not been issued or their investment dealers of record may
exchange shares by telephone for shares in other mutual funds in the Delaware
Group. This service is automatically provided unless the Fund receives written
notice from the shareholder to the contrary.
Shareholders or their investment dealers of record may contact the
Transfer Agent at 800-523-1918 (in Philadelphia, 215-988-1241) to effect an
exchange. The shareholder's current Fund account number must be identified, as
well as the registration of the account, the share or dollar amount to be
exchanged and the fund into which the exchange is to be made. Requests received
on any day after the time the offering price and net asset value are determined
will be processed the following day. See Offering Price. Any new account
established through the exchange will automatically carry the same registration,
shareholder information and dividend option as the account from which the shares
were exchanged. The exchange requirements of the fund into which the exchange is
being made, such as eligibility and investment minimums, must be met and may
entail the payment of a front-end sales charge which will be deducted from the
investment. (See the prospectus of the fund desired or inquire by calling the
Transfer Agent.) Certain funds are not available for Retirement Plans.
The telephone exchange privilege is intended as a convenience to
shareholders and is not intended to be a vehicle to speculate on short-term
swings in the securities market through frequent transactions in and out of the
funds in the Delaware Group. Telephone exchanges may be subject to limitations
as to amounts or frequency. The Transfer Agent and the Fund reserve the right to
record exchange instructions received by telephone and to reject exchange
requests at any time in the future.

-39-
<PAGE>

As described in the Fund's Prospectuses, neither the Fund nor the
Transfer Agent is responsible for any shareholder loss incurred in acting upon
written or telephone instructions for redemption or exchange of Fund shares
which are reasonably believed to be genuine.

Right to Refuse Timing Accounts
With regard to accounts that are administered by market timing services
("Timing Firms") to purchase or redeem shares based on changing economic and
market conditions ("Timing Accounts"), the Fund will refuse any new Timing
Arrangements, as well as any new purchases (as opposed to exchanges) in Delaware
Group funds from Timing Firms. The Fund reserves the right to temporarily or
permanently terminate the exchange privilege or reject any specific purchase
order for any person whose transactions seem to follow a timing pattern who: (i)
makes an exchange request out of the Fund within two weeks of an earlier
exchange request out of the Fund, or (ii) makes more than two exchanges out of
the Fund per calendar quarter, or (iii) exchanges shares equal in value to at
least $5 million, or more than 1/4 of 1% of the Fund's net assets. Accounts
under common ownership or control, including accounts administered so as to
redeem or purchase shares based upon certain predetermined market indicators,
will be aggregated for purposes of the exchange limits.

Restrictions on Timed Exchanges
Timing Accounts operating under existing Timing Agreements may only
execute exchanges between the following eight Delaware Group funds: (1) Decatur
Income Fund, (2) Decatur Total Return Fund, (3) Delaware Fund, (4) Limited-Term
Government Fund, (5) Tax-Free USA Fund, (6) Delchester Fund, (7) Tax-Free
Pennsylvania Fund and (8) the Fund. No other Delaware Group funds are available
for Timed Exchanges. Assets redeemed or exchanged out of Timing Accounts in
Delaware Group funds not listed above may not be reinvested back into that
Timing Account. The Fund reserves the right to apply these same restrictions to
the account(s) of any person whose transactions seem to follow a time pattern
(as described above).
The Fund also reserves the right to refuse the purchase side of an
exchange request by any Timing Account, person, or group if, in the Manager's
judgment, the Fund would be unable to invest effectively in accordance with its
investment objectives and policies, or would otherwise potentially be adversely
affected. A shareholder's purchase exchanges may be restricted or refused if the
Fund receives or anticipates simultaneous orders affecting significant portions
of the Fund's assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to the Fund and therefore may be
refused.
Except as noted above, only shareholders and their authorized brokers of
record will be permitted to make exchanges or redemptions.
Following is a summary of the investment objectives of the other Delaware
Group funds:
Delaware Fund seeks long-term growth by a balance of capital
appreciation, income and preservation of capital. It uses a dividend-oriented
valuation strategy to select securities issued by established companies that are
believed to demonstrate potential for income and capital growth. Devon Fund
seeks current income and capital appreciation by investing primarily in
income-producing common stocks, with a focus on common stocks the Manager
believes have the potential for above average dividend increases over time.

Trend Fund seeks long-term growth by investing in common stock issued by
emerging growth companies exhibiting strong capital appreciation potential.
Value Fund seeks capital appreciation by investing primarily in common
stocks whose market values appear low relative to their underlying value or
future potential.
DelCap Fund seeks long-term capital growth by investing in common stocks
and securities convertible into common stocks of companies that have a
demonstrated history of growth and have the potential to support continued
growth.
Decatur Income Fund seeks the highest possible current income by
investing primarily in common stocks that provide the potential for income and
capital appreciation without undue risk to principal. Decatur Total Return Fund
seeks long-term growth by investing primarily in securities that provide the
potential for income and capital appreciation without undue risk to principal.
Delchester Fund seeks as high a current income as possible by investing
principally in corporate bonds, and also in U.S. Government securities and
commercial paper.

-40-
<PAGE>

U.S. Government Fund seeks high current income by investing primarily in
long-term debt obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
Limited-Term Government Fund seeks high, stable income by investing
primarily in a portfolio of short- and intermediate-term securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
instruments secured by such securities. U.S. Government Money Fund seeks maximum
current income with preservation of principal and maintenance of liquidity by
investing only in short-term securities issued or guaranteed as to principal and
interest by the U.S. Government, its agencies or instrumentalities, and
repurchase agreements collateralized by such securities, while maintaining a
stable net asset value.

Tax-Free USA Fund seeks high current income exempt from federal income
tax by investing in municipal bonds of geographically-diverse issuers. Tax-Free
Insured Fund invests in these same types of securities but with an emphasis on
municipal bonds protected by insurance guaranteeing principal and interest are
paid when due. Tax-Free USA Intermediate Fund seeks a high level of current
interest income exempt from federal income tax, consistent with the preservation
of capital by investing primarily in municipal bonds.
Tax-Free Money Fund seeks high current income, exempt from federal income
tax, by investing in short-term municipal obligations, while maintaining a
stable net asset value.
Tax-Free Pennsylvania Fund seeks a high level of current interest income
exempt from federal and, to the extent possible, certain Pennsylvania state and
local taxes, consistent with the preservation of capital.
International Equity Fund seeks to achieve long-term growth without undue
risk to principal by investing primarily in international securities that
provide the potential for capital appreciation and income. Global Bond Fund
seeks to achieve current income consistent with the preservation of principal by
investing primarily in global fixed income securities that may also provide the
potential for capital appreciation. Global Assets Fund seeks to achieve
long-term total return by investing in global securities which will provide
higher current income than a portfolio comprised exclusively of equity
securities, along with the potential for capital growth.
Delaware Group Premium Fund offers nine series available exclusively as
funding vehicles for certain insurance company separate accounts. Equity/Income
Series seeks the highest possible total rate of return by selecting issues that
exhibit the potential for capital appreciation while providing higher than
average dividend income. High Yield Series seeks as high a current income as
possible by investing in rated and unrated corporate bonds, U.S. Government
securities and commercial paper. Capital Reserves Series seeks a high stable
level of current income while minimizing fluctuations in principal by investing
in a diversified portfolio of short- and intermediate-term securities. Money
Market Series seeks the highest level of income consistent with preservation of
capital and liquidity through investments in short-term money market
instruments. Growth Series seeks long-term capital appreciation by investing its
assets in a diversified portfolio of securities exhibiting the potential for
significant growth. Multiple Strategy Series seeks a balance of capital
appreciation, income and preservation of capital. It uses a dividend-oriented
valuation strategy to select securities issued by established companies that are
believed to demonstrate potential for income and capital growth. International
Equity Series seeks long-term growth without undue risk to principal by
investing primarily in equity securities of foreign issuers that provide the
potential for capital appreciation and income. Value Series seeks capital
appreciation by investing in small- to mid-cap common stocks whose market value
appears low relative to their underlying value or future earnings and growth
potential. Emphasis will also be placed on securities of companies that may be
temporarily out of favor or whose value is not yet recognized by the market.
Emerging Growth Series seeks long-term capital appreciation by investing
primarily in small-cap common stocks and convertible securities of emerging and
other growth-oriented companies. These securities will have been judged to be
responsive to changes in the market place and to have fundamental
characteristics to support growth. Income is not an objective.
For more complete information about any of these funds, including charges
and expenses, you can obtain a prospectus from the Distributor. Read it
carefully before you invest or forward funds.

Each of the summaries above is qualified in its entirety by the
information contained in each fund's prospectus(es).

-41-
<PAGE>

GENERAL INFORMATION

The Manager is the investment manager of the Fund. The Manager or its
affiliate, Delaware International Advisers Ltd., also manages the other funds in
the Delaware Group. The Manager, through a separate division, also manages
private investment accounts. While investment decisions of the Fund are made
independently from those of the other funds and accounts, they may make
investment decisions at the same time.
Access persons and advisory persons of the Delaware Group of funds, as
those terms are defined in SEC Rule 17j-1 under the 1940 Act, who provide
services to the Manager, Delaware International Advisers Ltd. or their
affiliates, are permitted to engage in personal securities transactions subject
to the exceptions set forth in Rule 17j-1 and the following general restrictions
and procedures: (1) certain blackout periods apply to personal securities
transactions of those persons; (2) transactions must receive advance clearance
and must be completed on the same day as the clearance is received; (3) certain
persons are prohibited from investing in initial public offerings of securities
and other restrictions apply to investments in private placements of securities;
(4) opening positions may only be closed-out at a profit after a 60-day holding
period has elapsed; and (5) the Compliance Officer must be informed periodically
of all securities transactions and duplicate copies of brokerage confirmations
and account statements must be supplied to the Compliance Officer.
The Distributor acts as national distributor for the Fund and for the
other mutual funds in the Delaware Group.
For the period May 2, 1994 (date of initial public offering) through
March 31, 1995, the Distributor, and, in its capacity as the Fund's national
distributor, DDI received CDSC payments in the amount of $4,034 with respect to
the Class B Shares. Effective as of January 3, 1995, such payments have been
made to the Distributor.

The Transfer Agent, an affiliate of the Manager, acts as shareholder
servicing, dividend disbursing and transfer agent for the Fund and for the other
mutual funds in the Delaware Group. The Transfer Agent is paid a fee by the Fund
for providing these services consisting of an annual per account charge of
$11.00 plus transaction charges for particular services according to a schedule.
Compensation is fixed each year and approved by the Board of Directors,
including a majority of the disinterested directors.
The Manager and its affiliates own the name "Delaware Group." Under
certain circumstances, including the termination of the Fund's advisory
relationship with the Manager or its distribution relationship with the
Distributor, the Manager and its affiliates could cause the Fund to delete the
words "Delaware Group" from the Fund's name.
Morgan Guaranty Trust Company of New York ("Morgan"), 60 Wall Street, New
York, NY 10260, is custodian of the Fund's securities and cash. As custodian for
the Fund, Morgan maintains a separate account or accounts for the Fund;
receives, holds and releases portfolio securities on account of the Fund;
receives and disburses money on behalf of the Fund; and collects and receives
income and other payments and distributions on account of the Fund's portfolio
securities.

The legality of the issuance of the shares offered hereby, registered
pursuant to Rule 24f-2 under the 1940 Act, has been passed upon for the Fund by
Stradley, Ronon, Stevens & Young, Philadelphia, Pennsylvania.

Capitalization
The Fund has an authorized capital of ten billion shares of common stock,
$.001 par value per share. The directors are authorized to issue different
series and classes of shares of common stock. At present, only one series has
been issued which offers shares of four classes--Cash Reserve A Class (which is

-42-
<PAGE>

known as the Delaware Cash Reserve A Class, and was known as the Delaware Cash
Reserve class from May 1992 to May 1994 and the original class prior to May
1992); Cash Reserve Consultant Class (which is known as the Delaware Cash
Reserve Consultant Class, and was known as the Delaware Cash Reserve Consultant
class from November 1992 to May 1994, the Delaware Cash Reserve (Institutional)
class from May 1992 to November 1992 and the consultant class prior to May
1992); Cash Reserve B Class (which is known as the Delaware Cash Reserve B
Class) and Cash Reserve C Class (which is known as the Delaware Cash Reserve C
Class). Two billion shares have been allocated to each of Class A Shares, Class
B Shares and Class C Shares and five hundred million shares have been allocated
to Consultant Class Shares. General expenses of the Fund will be allocated on a
pro-rata basis to the Classes according to asset size, except that expenses of
the 12b-1 Plans of Consultant Class Shares, Class B Shares and Class C Shares
will be allocated solely to those respective Classes. Each Class represents a
proportionate interest in the assets of the Fund, and each has the same voting
and other rights and preferences as the other Class, except that Class A Shares
may not vote on any matter affecting the Consultant Class Shares', Class B
Shares' or Class C Shares' 12b-1 Plans. Similarly, the holders of Consultant
Class Shares may not vote on matters affecting the Fund's 12b-1 Plans relating
to Class B Shares and Class C Shares. As a general matter, shareholders of Class
B Shares and Class C Shares may not vote on matters affecting the 12b-1 Plan
relating to Consultant Class Shares. However, Class B Shares may vote on a
proposal to increase materially the fees to be paid by the Fund under the 12b-1
Plan relating to Consultant Class Shares.
Shares have no preemptive rights, are fully transferable and, when
issued, are fully paid and nonassessable.

Noncumulative Voting
These shares have noncumulative voting rights which means that the
holders of more than 50% of the shares of the Fund voting for the election of
directors can elect all the directors if they choose to do so, and, in such
event, the holders of the remaining shares will not be able to elect any
directors.
This Part B does not include all of the information contained in the
Registration Statement which is on file with the Securities and Exchange
Commission.

Shareholder Inquiries
Shareholders who have questions concerning their accounts or wish to
obtain additional information may call the Transfer Agent nationwide
800-523-1918 (in Philadelphia, 215-988-1241).

-43-
<PAGE>

APPENDIX A--DESCRIPTION OF RATINGS

Bonds
Excerpts from Moody's description of its two highest bond ratings:
Aaa--judged to be the best quality. They carry the smallest degree of investment
risk; Aa--judged to be of high quality by all standards.
Excerpts from S&P's description of its two highest bond ratings:
AAA--highest grade obligations. They possess the ultimate degree of protection
as to principal and interest; AA--also qualify as high grade obligations, and in
the majority of instances differ from AAA issues only in a small degree.

Commercial Paper
Excerpts from S&P's description of its two highest commercial paper
ratings: A-1--judged to be the highest investment grade category possessing the
highest relative strength; A-2--investment grade category possessing less
relative strength than the highest rating.
Excerpts from Moody's description of its two highest commercial paper
ratings: P-1--the highest grade possessing greatest relative strength; P-2--
second highest grade possessing less relative strength than the highest grade.
Excerpts from Duff and Phelps, Inc.'s description of its two highest
ratings: Category 1--Top Grade: Duff 1-Plus--Highest certainty of timely
payment. Short-term liquidity, including internal operating factors and/or ready
access to alternative sources of funds, is clearly outstanding, and safety is
just below risk-free U.S. Treasury short-term obligations. Duff 1--Very high
certainty of timely payment. Liquidity factors are excellent and supported by
good fundamental protection factors. Risk factors are minor. Duff 1-Minus--High
certainty of timely payment. Liquidity factors are strong and supported by good
fundamental protection factors. Risk factors are very small. Category 2--Good
Grade: Duff 2--Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing internal funds' needs may enlarge total
financing requirements, access to capital market is good. Risk factors are
small.
Excerpts from Fitch Investors Service, Inc.'s description of its two
highest ratings: F-1--Highest grade commercial paper assigned this rating is
regarded as having the strongest degree of assurance for timely payment.
F-2--Very good grade issues assigned this rating reflect an assurance of timely
payment only slightly less in degree than the strongest issues.

-44-
<PAGE>

APPENDIX B--IRA INFORMATION

The Tax Reform Act of 1986 restructured, and in some cases eliminated,
the tax deductibility of IRA contributions. Under the Act, the full deduction
for IRAs ($2,000 for each working spouse and $2,250 for one-income couples) was
retained for all taxpayers who are not covered by an employer-sponsored
retirement plan. Even if a taxpayer (or his or her spouse) is covered by an
employer-sponsored retirement plan, the full deduction is still available if the
taxpayer's adjusted gross income is below $25,000 ($40,000 for taxpayers filing
joint returns). A partial deduction is allowed for married couples with incomes
between $40,000 and $50,000, and for single individuals with incomes between
$25,000 and $35,000. The Act does not permit deductions for contributions to
IRAs by taxpayers whose adjusted gross income before IRA deductions exceeds
$50,000 ($35,000 for singles) and who are active participants in an
employer-sponsored retirement plan. Taxpayers who are not allowed deductions on
IRA contributions still can make nondeductible IRA contributions of as much as
$2,000 for each working spouse ($2,250 for one-income couples), and defer taxes
on interest or other earnings from the IRAs. Special rules apply for determining
the deductibility of contributions made by married individuals filing separate
returns.
As illustrated in the following tables, maintaining an Individual
Retirement Account remains a valuable opportunity.
For many, an IRA will continue to offer both an up-front tax break with
its tax deduction each year and the real benefit that comes with tax-deferred
compounding. For others, losing the tax deduction will impact their taxable
income status each year. Over the long term, however, being able to defer taxes
on earnings still provides an impressive investment opportunity--a way to have
money grow faster due to tax-deferred compounding.

-45-
<PAGE>

Even if your IRA contribution is no longer deductible, the benefits of
saving on a tax-deferred basis can be substantial. The following tables
illustrate the benefits of tax-deferred versus taxable compounding. Each
reflects a constant 7% rate of return, compounded annually, with the
reinvestment of all proceeds. The tables do not take into account any fees. Of
course, earnings accumulated in your IRA will be subject to tax upon withdrawal.
If you choose a money market fund with a fluctuating income, like the Fund, your
bottom line at retirement could be lower--it could also be much higher.

$2,000 Invested Annually Assuming a 7% Annualized Return
<TABLE>
<CAPTION>

15% Tax Bracket Single - $0-$22,750
--------------- Joint - $0-$38,000
How Much You
End of Cumulative How Much You Have With Full
Year Investment Amount Have Without IRA IRA Deduction
<S> <C> <C> <C>
1 $ 2,000 $ 1,801 $ 2,140
5 10,000 10,143 12,307
10 20,000 23,685 29,567
15 30,000 41,764 53,776
20 40,000 65,901 87,730
25 50,000 98,126 135,353
30 60,000 141,149 202,146
35 70,000 198,587 295,827
40 80,000 275,271 427,219
</TABLE>
[Without IRA--investment of $1,700 ($2,000 less 15%) earning 5.95%
(7% less 15%)]
<TABLE>
<CAPTION>
28% Tax Bracket Single - $22,751-$55,100
--------------- Joint - $38,001-$91,850

End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction
<S> <C> <C> <C> <C>
1 $ 2,000 $ 1,513 $ 1,541 $ 2,140
5 10,000 8,365 8,861 12,307
10 20,000 19,061 21,288 29,567
15 30,000 32,738 38,719 53,776
20 40,000 50,227 63,166 87,730
25 50,000 72,590 97,454 135,353
30 60,000 101,187 145,545 202,146
35 70,000 137,754 212,995 295,827
40 80,000 184,512 307,598 427,219
</TABLE>
[Without IRA--investment of $1,440 ($2,000 less 28%) earning 5.04% (7% less
28%)] [With IRA--No Deduction--investment of $1,440 ($2,000 less 28%) earning
7%]

-46-
<PAGE>

31% Tax Bracket Single - $55,101-$115,000
--------------- Joint - $91,851-$140,000

End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction
<S> <C> <C> <C> <C>
1 $ 2,000 $ 1,447 $ 1,477 $ 2,140
5 10,000 7,967 8,492 12,307
10 20,000 18,052 20,401 29,567
15 30,000 30,820 37,106 53,776
20 40,000 46,985 60,534 87,730
25 50,000 67,448 93,394 135,353
30 60,000 93,355 139,481 202,146
35 70,000 126,152 204,121 295,827
40 80,000 167,673 294,781 427,219
</TABLE>
[Without IRA--investment of $1,380 ($2,000 less 31%) earning 4.83% (7% less
31%)] [With IRA--No Deduction--investment of $1,380 ($2,000 less 31%) earning
7%]
<TABLE>
<CAPTION>

36% Tax Bracket* Single - $115,001-$250,000
---------------- Joint - $140,001-$250,000

End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction
<S> <C> <C> <C> <C>
1 $ 2,000 $ 1,337 $ 1,370 $ 2,140
5 10,000 7,313 7,876 12,307
10 20,000 16,418 18,923 29,567
15 30,000 27,754 34,417 53,776
20 40,000 41,867 56,147 87,730
25 50,000 59,437 86,626 135,353
30 60,000 81,312 129,373 202,146
35 70,000 108,545 189,329 295,827
40 80,000 142,451 273,420 427,219
</TABLE>
[Without IRA--investment of $1,280 ($2,000 less 36%) earning 4.48% (7% less
36%)] [With IRA--No Deduction--investment of $1,280 ($2,000 less 36%) earning
7%]

-47-

39.6% Tax Bracket* Single - over $250,000
----------------- Joint - over $250,000

End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction
<S> <C> <C> <C> <C>
1 $ 2,000 $ 1,259 $ 1,293 $ 2,140
5 10,000 6,851 7,433 12,307
10 20,000 15,277 17,859 29,567
15 30,000 25,643 32,481 53,776
20 40,000 38,392 52,989 87,730
25 50,000 54,075 81,753 135,353
30 60,000 73,366 122,096 202,146
35 70,000 97,094 178,679 295,827
40 80,000 126,281 258,040 427,219
</TABLE>
[Without IRA--investment of $1,208 ($2,000 less 39.6%) earning 6.04% (7% less
39.6%)] [With IRA--No Deduction--investment of $1,208 ($2,000 less 39.6%)
earning 7%]

* For tax years beginning after 1992, a 36% tax rate applies to all taxable
income in excess of the maximum dollar amounts subject to the 31% tax
rate. In addition, a 10% surtax (not applicable to capital gains) applies
to certain high-income taxpayers. It is computed by applying a 39.6% rate
to taxable income in excess of $250,000. The above tables do not reflect
the personal exemption phaseout nor the limitations of itemized deductions
that may apply.

-48-
<PAGE>

$2,000 SINGLE INVESTMENT AT A RETURN OF 7% COMPOUNDED MONTHLY
<TABLE>
<CAPTION>

TAXABLE - TAXABLE - TAXABLE - TAXABLE - TAXABLE - TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
10 $ 3,050 $ 3,128 $ 3,239 $ 3,307 $ 3,621 $ 4,019
15 3,767 3,911 4,121 4,253 4,872 5,698
20 4,652 4,891 5,245 5,469 6,555 8,077
30 7,094 7,650 8,493 9,043 11,867 16,233
40 10,820 11,963 13,753 14,953 21,483 32,623
</TABLE>
$2,000 INVESTED ANNUALLY AT A RETURN OF 7% COMPOUNDED MONTHLY
<TABLE>
<CAPTION>

TAXABLE - TAXABLE - TAXABLE - TAXABLE - TAXABLE - TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
10 $ 25,411 $ 25,788 $ 26,322 $ 26,649 $ 28,125 $ 29,953
15 42,752 43,708 45,079 45,927 49,833 54,851
20 64,166 66,117 68,947 70,716 79,042 90,148
30 123,271 129,187 137,973 143,584 171,220 211,120
40 213,412 227,820 249,750 264,078 338,096 454,233
</TABLE>

-49-
<PAGE>

THE VALUE OF STARTING YOUR IRA EARLY
The following illustrates how much more you would have contributing
$2,000 each January--the earliest opportunity--compared to contributing on April
15th of the following year--the latest, for each tax year.

After 5 years $3,528 more
10 years $6,113
20 years $17,228
30 years $47,295

Compounded returns for the longest period of time is the key. The above
illustration assumes a 10% rate of return and the reinvestment of all proceeds.
And it pays to shop around. If you get just 2% more per year, it can
make a big difference when you retire. A constant 8% versus 10% return,
compounded monthly, illustrates the point. This chart is based on a yearly
investment of $2,000 on January 1. After 30 years the difference can mean as
much as 50% more!

8% Return 10% Return
--------- ----------

10 Years $ 31,291 $ 35,062

30 Years $244,692 $361,887

The statistical exhibits above are for illustration purposes only and
do not reflect the actual performance for the Fund either in the past or in the
future.

-50-

<PAGE>

FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditors for the Fund and,
in its capacity as such, audits the financial statements contained in the Fund's
Annual Report. The Fund's Statement of Net Assets, Statement of Operations,
Statement of Changes in Net Assets and Notes to Financial Statements, as well as
the report of Ernst & Young LLP, for the fiscal year ended March 31, 1995, are
included in the Fund's Annual Report to shareholders. The financial statements,
the notes relating thereto and the report of Ernst & Young LLP listed above are
incorporated by reference from the Annual Report into this Part B.

-51-
<PAGE>

--------------------------------

DELAWARE CASH RESERVE

--------------------------------

A CLASS

--------------------------------

The Delaware Group includes funds with B CLASS
a wide range of investment objectives.
Stock funds, income funds, tax-free --------------------------------
funds, money market funds, global and
international funds and closed-end C CLASS
equity funds give investors the
ability to create a portfolio that --------------------------------
fits their personal financial goals.
For more information, contact your CONSULTANT CLASS
financial adviser or call Delaware
Group at 800-523-4640, in --------------------------------
Philadelphia call 215-988-1333.
CLASSES OF DELAWARE GROUP CASH
RESERVE, INC.
INVESTMENT MANAGER
Delaware Management Company, Inc. --------------------------------
One Commerce Square
Philadelphia, PA 19103 No Front-End Sales Charge
NATIONAL DISTRIBUTOR
Delaware Distributors, L.P.
1818 Market Street
Philadelphia, PA 19103
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING
AND TRANSFER AGENT
Delaware Service Company, Inc. PART B
1818 Market Street
Philadelphia, PA 19103 STATEMENT OF
LEGAL COUNSEL ADDITIONAL INFORMATION
Stradley, Ronon, Stevens & Young
One Commerce Square --------------------------------
Philadelphia, PA 19103
INDEPENDENT AUDITORS November 29, 1995
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103
CUSTODIAN
Morgan Guaranty Trust Company of New York DELAWARE
60 Wall Street GROUP
New York, NY 10260 --------

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

PART C
------

Other Information
-----------------

Item 24. Financial Statements and Exhibits
---------------------------------

(a) Financial Statements:

Part A - Financial Highlights

*Part B - Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Report

* The financial statements and Accountant's Report listed
above are incorporated by reference from the Registrant's
Annual Report for the fiscal year ended March 31, 1995
into Part B.

(b) Exhibits:

(1) Articles of Incorporation.
--------------------------
(a) Articles of Incorporation, as amended and
supplemented to date, attached as Exhibit.

(b) Form of Articles Supplementary (November
1995) attached as Exhibit.

(2) By-Laws.
--------
By-Laws, as amended through May 30, 1995,
incorporated by reference to Post-Effective Amendment
No. 38 filed May 30, 1995.

(3) Voting Trust Agreement. Inapplicable.
-----------------------

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

(4) Copies of All Instruments Defining the Rights of
Holders.

(a) Articles of Incorporation and Articles
Supplementary. Articles Fifth and Ninth
of the Articles of Incorporation
(September 12, 1990) and Article Second
of the Certificate of Correction to
Articles Supplementary (May 2, 1994)
attached as Exhibit 24(b)(1)(a) and
Form of Articles Supplementary
(November 1995) attached as Exhibit
24(b)(1)(b).

(b) By-Laws. Articles II, III, as amended, and
XIV of the By-Laws incorporated into this
filing by reference to Post-Effective
Amendment No. 38 filed May 30, 1995.

(5) Investment Management Agreement. Investment Management
Agreement between Delaware Management Company, Inc.
and the Registrant dated April 3, 1995 incorporated
into this filing by reference to Post-Effective
Amendment No. 38 filed May 30, 1995.

(6) (a) Distribution Agreement.

(i) Form of Distribution Agreement
(April 1995) included as Module.

(ii) Form of Amendment No. 1 to
Distribution Agreement (November
1995) included as Module.

(b) Administration and Service Agreement. Form of
Administration and Service Agreement (as
amended November 1995) included as Module.

(d) Form of Mutual Fund Agreement for the
Delaware Group of Funds incorporated into
this filing by reference to Post-Effective
Amendment No. 38 filed May 30, 1995.

(7) Bonus, Profit Sharing, Pension Contracts. Incorporated
into this filing by reference to Post-Effective
Amendment No. 38 filed May 30, 1995.

(8) Custodian Agreement. Incorporated into this filing
by reference to Post-Effective Amendment No. 33 filed
May 30, 1991.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

(9) Other Material Contracts. Shareholders Services
Agreement incorporated into this filing by reference
to Post-Effective Amendment No. 33 filed May 30, 1991.

(10) Opinion of Counsel. Filed with letter relating to Rule
24f-2 on May 25, 1995.

(11) Consent of Auditors. Attached as Exhibit.

(12) Inapplicable.

(13) Initial Capital. Incorporated into this filing by
reference to Post-Effective Amendment No. 15 filed May
16, 1983.

(14) Model Plans. Incorporated into this filing by
reference to Post-Effective Amendment No. 35 filed
June 1, 1993 and Post-Effective Amendment No. 38 filed
May 30, 1995.

**(15) Plans under Rule 12b-1.

(a) Form of Plan under Rule 12b-1 for Class B
(November 1995) included as Module.

(b) Form of Plan under Rule 12b-1 for Class C
(November 1995) included as Module.

(16) Schedules of Computation for each Performance
Quotation. Incorporated into this filing by reference
to Post-Effective Amendment No. 38 filed May 30, 1995.

(17) Financial Data Schedules. Incorporated into this
filing by reference to Post- Effective Amendment No.
38 filed May 30, 1995.

(18) Inapplicable.

(19) Other: Directors' Power of Attorney. Incorporated into
this filing by reference to Post-Effective Amendment
No. 38 filed May 30, 1995.

** Relates to Registrant's Delaware Cash Reserve Consultant
Class, Delaware Cash Reserve B Class and Delaware Cash
Reserve C Class only.

iii

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

Item 25. Persons Controlled by or under Common Control with Registrant. None.
--------------------------------------------------------------

Item 26. Number of Holders of Securities.
--------------------------------

(1) (2)

Number of
Title of Class Record Holders*
-------------- --------------

Delaware Group Cash Reserve, Inc.'s:

Delaware Cash Reserve A Class
Common Stock Par Value 45,560 Accounts as of
$.001 Per Share October 31, 1995

Delaware Cash Reserve B Class
Common Stock Par Value 63 Accounts as of
$.001 Per Share October 31, 1995

Delaware Cash Reserve C Class
Common Stock Par Value 0 Accounts as of
$.001 Per Share October 31, 1995

Delaware Cash Reserve Consultant Class
Common Stock Par Value 1,273 Accounts as of
$.001 Per Share October 31, 1995

* Delaware Cash Reserve C Class was not offered prior to the effective date
of this Registration Statement.

Item 27. Indemnification.
----------------

Incorporated into this filing by reference to Post-Effective
Amendment No. 17 filed March 29, 1984 and Post-Effective Amendment
No. 38 filed May 30, 1995.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

Item 28. Business and Other Connections of Investment Adviser.
----------------------------------------------------

Delaware Management Company, Inc. (the "Manager") or its affiliate,
Delaware International Advisers Ltd., also serves as investment manager to the
other funds in the Delaware Group (Delaware Group Delaware Fund, Inc., Delaware
Group Trend Fund, Inc., Delaware Group Value Fund, Inc., Delaware Group DelCap
Fund, Inc., Delaware Group Decatur Fund, Inc., Delaware Group Delchester
High-Yield Bond Fund, Inc., Delaware Group Government Fund, Inc., Delaware Group
Limited-Term Government Funds, Inc., Delaware Group Tax-Free Fund, Inc., DMC
Tax-Free Income Trust-Pennsylvania, Delaware Group Tax-Free Money Fund, Inc.,
Delaware Group Premium Fund, Inc., Delaware Group Global & International Funds,
Inc., Delaware Pooled Trust, Inc., Delaware Group Dividend and Income Fund, Inc.
and Delaware Group Global Dividend and Income Fund, Inc.) and provides
investment advisory services to institutional accounts, primarily retirement
plans and endowment funds. In addition, certain directors of the Manager also
serve as directors/trustees of the other Delaware Group funds, and certain
officers are also officers of these other funds. A company owned by the
Manager's parent company acts as principal underwriter to the mutual funds in
the Delaware Group (see Item 29 below) and another such company acts as the
shareholder servicing, dividend disbursing and transfer agent for all of the
mutual funds in the Delaware Group.

The following persons serving as directors or officers of the Manager
have held the following positions during the past two years:

Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------

Wayne A. Stork Chairman of the Board, Chief Executive Officer,
Chief Investment Officer and Director of
Delaware Management Company, Inc.; President,
Chief Executive Officer, Chairman of the Board
and Director of the Registrant, and with the
exception of Delaware Pooled Trust, Inc. each of
the other funds in the Delaware Group and
Delaware Management Holdings, Inc.; Chairman of
the Board of Delaware Pooled Trust, Inc. and
Delaware Investment Counselors, Inc.; Chairman,
Chief Executive Officer and Director of DMH
Corp., Delaware International Advisers Ltd.,
Delaware International Holdings Ltd. and
Founders Holdings, Inc.; and Director of
Delaware Distributors, Inc. and Delaware Service
Company, Inc.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

Winthrop S. Jessup Executive Vice President and Director of
Delaware Management Company, Inc., DMH Corp.,
Delaware International Holdings Ltd. and
Founders Holdings, Inc.; Executive Vice
President of the Registrant and, with the
exception of Delaware Pooled Trust, Inc., each
of the other funds in the Delaware Group and
Delaware Management Holdings, Inc.; President
and Chief Executive Officer of Delaware Pooled
Trust, Inc.; Vice Chairman of Delaware
Distributors, L.P.; Vice Chairman and Director
of Delaware Distributors, Inc.; Director of
Delaware Management Trust Company, Delaware
Service Company, Inc. and Delaware International
Advisers Ltd.; and President and Director of
Delaware Investment Counselors, Inc.

Richard G. Unruh, Jr. Executive Vice President and Director of
Delaware Management Company, Inc.; Executive
Vice President of the Registrant and each of the
other funds in the Delaware Group; Senior Vice
President of Delaware Management Holdings, Inc.;
and Director of Delaware International Advisers
Ltd.

Board of Directors, Chairman of Finance
Committee, Keystone Insurance Company since
1989, 2040 Market Street, Philadelphia, PA;
Board of Directors, Chairman of Finance
Committee, Mid Atlantic, Inc., since 1989, 2040
Market Street, Philadelphia, PA

Paul E. Suckow Senior Vice President/Chief Investment Officer,
Fixed Income of Delaware Management Company,
Inc., the Registrant, each of the other funds in
the Delaware Group and Delaware Management
Holdings, Inc.; Senior Vice President and
Director of Founders Holdings, Inc.; and
Director of Founders CBO Corporation

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

David K. Downes Senior Vice President, Chief Administrative
Officer and Chief Financial Officer of Delaware
Management Company, Inc., the Registrant, and
each of the other funds in the Delaware Group;
Chairman and Director of Delaware Management
Trust Company; Senior Vice President, Chief
Administrative Officer, Chief Financial Officer
and Treasurer of Delaware Management Holdings,
Inc.; Senior Vice President, Chief Financial
Officer, Treasurer and Director of DMH Corp.;
Senior Vice President, Chief Administrative
Officer and Director of Delaware Distributors,
Inc.; Senior Vice President, Chief
Administrative Officer of Delaware Distributors,
L.P.; Senior Vice President, Chief
Administrative Officer, Chief Financial Officer
and Director of Delaware Service Company, Inc.;
Chief Financial Officer and Director of Delaware
International Holdings Ltd.; Senior Vice
President, Chief Financial Officer and Treasurer
of Delaware Investment Counselors, Inc.; Senior
Vice President and Director of Founders
Holdings, Inc.; and Director of Delaware
International Advisers Ltd.

George M. Chamberlain, Jr. Senior Vice President, Secretary and Director of
Delaware Management Company, Inc., DMH Corp.,
Delaware Distributors, Inc. and Delaware Service
Company, Inc.; Senior Vice President and
Secretary of the Registrant, each of the other
funds in the Delaware Group, Delaware
Distributors, L.P., Delaware Investment
Counselors, Inc. and Delaware Management
Holdings, Inc.; Executive Vice President,
Secretary and Director of Delaware Management
Trust Company; Corporate Vice President,
Secretary and Director of Founders Holdings,
Inc.; Secretary and Director of Delaware
International Holdings Ltd.; and Director of
Delaware International Advisers Ltd.

Director of ICI Mutual Insurance Co. since 1992,
P.O. Box 730, Burlington, VT

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

vii

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

Richard J. Flannery Managing Director/Corporate Tax & Affairs of
Delaware Management Company, Inc., Delaware
Management Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware
Management Trust Company, Delaware International
Holdings Ltd., Delaware Investment Counselors,
Inc. and Founders CBO Corporation; Vice
President of the Registrant and each of the
other funds in the Delaware Group; Managing
Director/Corporate Tax & Affairs and Director of
Founders Holdings, Inc.; and Director of
Delaware International Advisers Ltd.

Limited Partner of Stonewall Links, L.P. since
1991, Bulltown Rd., Elverton, PA; Director and
Member of Executive Committee of Stonewall
Links, Inc. since 1991, Bulltown Rd., Elverton,
PA

Michael P. Bishof(1) Vice President and Treasurer of Delaware
Management Company, Inc., the Registrant, each
of the other funds in the Delaware Group,
Delaware Management Holdings, Inc., DMH Corp.,
Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company,
Inc., Founders Holdings, Inc. and Founders CBO
Corporation

Eric E. Miller Vice President and Assistant Secretary of
Delaware Management Company, Inc., the
Registrant, each of the other funds in the
Delaware Group, Delaware Management Holdings,
Inc., DMH Corp., Delaware Distributors, L.P.,
Delaware Distributors Inc., Delaware Service
Company, Inc., Delaware Management Trust
Company, Founders Holdings, Inc. and Delaware
Investment Counselors, Inc.

Richelle S. Maestro Vice President and Assistant Secretary of
Delaware Management Company, Inc., the
Registrant, each of the other funds in the
Delaware Group, Delaware Management Holdings,
Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company,
Inc., DMH Corp., Delaware Management Trust
Company, Delaware Investment Counselors, Inc.
and Founders Holdings, Inc.; and Assistant
Secretary of Founders CBO Corporation

General Partner of Tri-R Associates since 1989,
10001 Sandmeyer Ln., Philadelphia, PA

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

viii

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

Joseph H. Hastings Vice President/Corporate Controller of Delaware
Management Company, Inc., the Registrant, each
of the other funds in the Delaware Group,
Delaware Management Holdings, Inc., DMH Corp.,
Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company,
Inc., Delaware Investment Counselors, Inc. and
Founders Holdings, Inc.; Executive Vice
President, Treasurer and Chief Financial Officer
of Delaware Management Trust Company; and
Assistant Treasurer of Founders CBO Corporation

Bruce A. Ulmer Vice President/Director of Internal Audit of
Delaware Management Company, Inc., the
Registrant, each of the other funds in the
Delaware Group, Delaware Management Holdings,
Inc., DMH Corp. and Delaware Management Trust
Company

Lisa O. Brinkley(2) Vice President/Compliance of Delaware Management
Company, Inc., the Registrant, each of the other
funds in the Delaware Group, DMH Corp., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware
Management Trust Company and Delaware Investment
Counselors, Inc.

Rosemary E. Milner Vice President/Legal of Delaware Management
Company, Inc., the Registrant, each of the other
funds in the Delaware Group, Delaware
Distributors, L.P. and Delaware Distributors,
Inc.

Douglas L. Anderson(3) Vice President/Operations of Delaware Management
Company, Inc. and Delaware Service Company,
Inc.; and Vice President/Operations and Director
of Delaware Management Trust Company

Michael T. Taggart(4) Vice President/Facilities Management and
Administrative Services of Delaware Management
Company, Inc.

Gerald T. Nichols Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds, the
fixed income funds and the closed-end funds in
the Delaware Group; Vice President of Founders
Holdings, Inc.; and Treasurer and Director of
Founders CBO Corporation

J. Michael Pokorny Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds and the
fixed income funds in the Delaware Group

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

Gary A. Reed Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the
Registrant, each of the tax-exempt funds and the
fixed income funds in the Delaware Group and
Delaware Investment Counselors, Inc.

Paul A. Matlack Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the
Registrant and each of the tax-exempt funds, the
fixed income funds and the closed-end funds in
the Delaware Group; Vice President of Founders
Holdings, Inc.; and Secretary and Director of
Founders CBO Corporation

James R. Raith, Jr. Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the
Registrant and each of the tax-exempt funds, the
fixed income funds and the closed-end funds in
the Delaware Group; Vice President of Founders
Holdings, Inc.; and President and Director of
Founders CBO Corporation

Patrick P. Coyne Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the
Registrant and each of the tax-exempt funds and
the fixed income funds in the Delaware Group

Roger A. Early(5) Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the
Registrant and each of the tax-exempt funds and
the fixed income funds in the Delaware Group

Edward N. Antoian Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., and each of
the equity funds in the Delaware Group

George H. Burwell Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc. and each of
the equity funds in the Delaware Group

John B. Fields Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., each of the
equity funds in the Delaware Group and Delaware
Investment Counselors, Inc.

Edward A. Trumpbour Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc. and each of
the equity funds in the Delaware Group

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

David C. Dalrymple Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc. and each of
the equity funds in the Delaware Group

(1) VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS, Bankers Trust and
VICE PRESIDENT, CS First Boston Investment Management prior to June 1995.
(2) VICE PRESIDENT AND COMPLIANCE OFFICER, Banc One Securities Corporation
prior to June 1994 and ASSISTANT VICE PRESIDENT AND COMPLIANCE OFFICER,
Aetna Life and Casualty prior to March 1993.
(3) VICE PRESIDENT OF OPERATIONS, Supervised Service Company prior to March
1994.
(4) ASSISTANT VICE PRESIDENT/ADMINISTRATIVE SERVICES, United Pacific Life
Insurance prior to January 1994.
(5) SENIOR VICE PRESIDENT AND PORTFOLIO MANAGER, Federated Investors prior to
July 1994.

Item 29. Principal Underwriters.
-----------------------

(a) Delaware Distributors, L.P. serves as principal underwriter for all the
mutual funds in the Delaware Group.

(b) Information with respect to each director, officer or partner of principal
underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ----------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None

Delaware Management
Company, Inc. Limited Partner Invesment Manager

Delaware Investment
Counselors, Inc. Limited Partner None

Winthrop S. Jessup Vice Chairman Executive Vice President

Keith E. Mitchell President and Chief None
Executive Officer

David K. Downes Senior Vice President and Senior Vice President/Chief
Chief Administrative Officer Administrative Officer/Chief
Financial Officer
</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ----------------------
<S> <C> <C>
George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary Secretary

J. Lee Cook Senior Vice President/ None
National Sales Manager

Stephen H. Slack Senior Vice President/ None
Wholesaler

William F. Hostler Senior Vice President/ None
Marketing Services

Minette van Noppen Senior Vice President/ None
Retirement Services

Richard J. Flannery Managing Director/Corporate Vice President
& Tax Affairs

Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary

Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary

Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller

Michael P. Bishof Vice President/Treasurer Vice President/Treasurer

Lisa O. Brinkley Vice President/ Vice President/
Compliance Compliance

Rosemary E. Milner Vice President/Legal Vice President/Legal

Diane M. Anderson Vice President/ None
Retirement Services

</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

xii

<PAGE>

Denise F. Guerriere Vice President/Client Services None

Julia R. Vander Els Vice President/ None
Retirement Services

Jerome J. Alrutz Vice President/ None
Retirement Services

Martin J. Cole Vice President/ None
Retirement Services

Joanne A. Mettenheimer Vice President/ None
National Accounts

Christopher H. Price Vice President/Annuity None
Marketing & Administration

Thomas S. Butler Vice President/ None
DDI Administration

Frank Albanese Vice President/Wholesaler None

William S. Carroll Vice President/Wholesaler None

William S. Castetter Vice President/Wholesaler None

Thomas J. Chadie Vice President/Wholesaler None

Robert M. Frank Vice President/Wholesaler None

Douglas R. Glennon Vice President/Wholesaler None

Alan D. Kessler Vice President/Wholesaler None

William M. Kimbrough Vice President/Wholesaler None

</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

xiii

<PAGE>

Patrick L. Murphy Vice President/Wholesaler None

Henry W. Orvin Vice President/Wholesaler None

Philip G. Rickards Vice President/Wholesaler None

Dion D. Rooney Vice President/Wholesaler None

Michael W. Rose Vice President/Wholesaler None

Thomas E. Sawyer Vice President/Wholesaler None

Sanford G. Simmons, Jr. Vice President/Wholesaler None

Robert E. Stansbury Vice President/Wholesaler None

Larry D. Stone Vice President/Wholesaler None
</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

Item 30. Location of Accounts and Records.
---------------------------------

All accounts and records are maintained in Philadelphia at 1818
Market Street, Philadelphia, PA 19103 or One Commerce Square,
Philadelphia, PA 19103.

Item 31. Management Services. None.
-------------------

Item 32. Undertakings.
-------------

(a) Not Applicable.

(b) Not Applicable.

(c) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders, upon
request and without charge.

xiv

<PAGE>

Form N-1A
File No. 2-60770
Delaware Group Cash Reserve, Inc.

(d) The Registrant hereby undertakes to promptly call a meeting
of shareholders for the purpose of voting upon the question
of removal of any director when requested in writing to do
so by the record holders of not less than 10% of the
outstanding shares.

<PAGE>

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 17th day of November, 1995.

DELAWARE GROUP CASH RESERVE, INC.

By /s/ Wayne A. Stork
------------------------------------
Wayne A. Stork
Chairman of the Board, President
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:

Signature Title Date
- ------------------------------------------------- -------------------------------------- ---------------------
<S> <C> <C>

Chairman of the Board, President
/s/Wayne A. Stork Chief Executive Officer and Director November 17, 1995
- --------------------------------------------------
Wayne A. Stork
Senior Vice President/Chief Administrative
Officer/Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer) November 17, 1995
/s/David K. Downes
- --------------------------------------------------
David K. Downes

/s/Walter P. Babich Director November 17, 1995
- --------------------------------------------------*
Walter P. Babich

/s/Anthony D. Knerr Director November 17, 1995
- --------------------------------------------------*
Anthony D. Knerr

/s/Ann R. Leven Director November 17, 1995
- --------------------------------------------------*
Ann R. Leven

/s/W. Thacher Longstreth Director November 17, 1995
- --------------------------------------------------*
W. Thacher Longstreth

/s/Charles E. Peck Director November 17, 1995
- --------------------------------------------------*
Charles E. Peck

</TABLE>

*By /s/ Wayne A. Stork
------------------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Exhibit
- ----------- -------

EX-99.B1A Articles of Incorporation, as amended and supplemented to date

EX-99.B1B Form of Articles Supplementary (November 1995)

EX-99.B6AI Form of Distribution Agreement (April 1995)
(Module Name
DIS_AGR_MON_MKT)

EX-99.B6AII Form of Amendment No. 1 to Distribution Agreement
(Module Name (November 1955)
AMD_DIS_AGR_MON)

EX-99.B6B Form of Administration and Service Agreement (as amended
(Module Name November 1995)
ADMIN_SER_AGR)

EX-99.B6C Form of Dealer's Agreement (as amended November 1995)
(Module Name
DEALERS_AGREE)

EX-99.B11 Consent of Auditors

EX-99.B15A Form of Plan under Rule 12b-1 for Class B (November 1995)
(Module Name
CL_B_SHARE_ALL)

EX-99.B15B Form of Plan under Rule 12b-1 for Class C (November 1995)
(Module Name
CL_C_SHARE_ALL)

EX-99.B15C Form of Plan under Rule 12b-1 for Consultant Class (November
(Module Name 1955)
CON_CL_MON_MKT)

<PAGE>

DELAWARE GROUP CASH RESERVE, INC.

CERTIFICATE OF CORRECTION

Delaware Group Cash Reserve, Inc., a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"), hereby certifies,
in accordance with Section 1-207 of the Maryland General Corporation Law, to the
State Department of Assessments and Taxation of Maryland that:

FIRST: This Certificate of Correction corrects Articles Supplementary
to Articles of Incorporation of the Corporation filed with the State
Department of Assessments and Taxation of Maryland on April 29, 1994
(the "Articles Supplementary").

SECOND: The only party to the
Articles Supplementary is the
Corporation.

THIRD: A. As filed, Articles FIRST
AND SECOND of the Articles
Supplementary state:

FIRST: The Board of Directors of the Corporation has adopted
resolutions classifying a third class of shares of Common Stock of the
Corporation as the Cash Reserve B Class and allocating 2,000,000,000
shares of authorized, unissued and unclassified Common Stock, par value
$.001 per share, to the Cash Reserve B Class (the "B Class").

SECOND: The shares of the B Class shall represent proportionate
interests in the same portfolio of investments as the shares of the
Delaware Cash Reserve (Institutional) class and the Delaware Cash
Reserve class of the Corporation. The shares of the B Class shall have
the same preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption as the shares of the Delaware Cash Reserve
(Institutional) class and the Delaware Cash Reserve class, all as set
forth in the Articles of Incorporation of the Corporation, except for
the differences hereafter set forth:
<PAGE>

1. The dividends and distributions of investment income and capital
gains with respect to the B Class of shares of Common Stock shall be in
such amounts as may be declared from time to time by the Board of
Directors, and such dividends and distributions may vary with respect
to such class from the dividends and distributions of investment income
and capital gains with respect to the other classes of Common Stock of
the Corporation to reflect differing allocations of the expenses of the
Corporation among the classes and any resultant difference among the
net asset values per share of the classes, to such extent and for such
purposes as the Board of Directors may deem appropriate. The allocation
of investment income and capital gains and expenses and liabilities of
the Corporation among the three classes of Common Stock of the
Corporation shall be determined by the Board of Directors in a manner
that is consistent with the orders, as applicable, dated April 10, 1987
and November 9, 1992 (Investment Company Act of 1940 Release Nos. 15675
and 19086) issued by the Securities and Exchange Commission, and any
existing or future amendment to such orders or any rule or
interpretation under the Investment Company Act of 1940, as amended,
that modifies or supersedes such orders;

2. Except as may otherwise be required by law pursuant to any
applicable order, rule or interpretation issued by the Securities and
Exchange Commission, or otherwise, the holders of the B Class shares
shall have (i) exclusive voting rights with respect to any matter
submitted to a vote of stockholders that affects only holders of the B
Class shares, including without limitation, the provisions of any
Distribution Plan adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended, (a "Distribution Plan") applicable to
the B Class and (ii) no voting rights with respect to the provisions of
any Distribution Plan applicable to the existing classes of Common
Stock or with regard to any other matter submitted to a vote of
stockholders which does not affect holders of the B Class shares.

occurs, or (ii) any such other anniversary date as may be determined by
the Board of Directors and set forth in the Corporation's prospectus,
as such prospectus may be amended from time to time; provided that any
such other anniversary date determined by the Board of Directors shall
be a date that will occur prior to the anniversary date set forth in
clause (i) and any such other date theretofore determined by the Board
of Directors pursuant to this clause (ii); but further provided that,
subject to the provisions of the next sentence, for any shares of the B
Class acquired through an exchange, or through a series of exchanges,
as permitted by the Corporation as provided in the Corporation's
prospectus, as such prospectus may be amended from time to time, from
another investment company (an "eligible investment company"), the
Conversion Date shall be the conversion date applicable to the shares
of stock of the eligible investment company originally subscribed for
in lieu of the Conversion Date of any stock acquired through exchange
if such eligible investment company issuing the stock originally
subscribed for had a conversion feature, but not later than the
Conversion Date determined under (i) above. For the purpose of
calculating the holding period required for conversion, the date of
issuance of a share of the B Class shall mean (i) in the case of a
share of the B Class obtained by the holder thereof through an original
subscription to the Corporation, the date of the issuance of such share
of the B Class, or (ii) in the case of a share of the B Class obtained
by the holder thereof through an exchange, or through a series of
exchanges, from an eligible investment company, the date of issuance of
the share of the eligible investment company to which the holder
originally subscribed.

(b) Each share of the B Class (i) purchased through the automatic
reinvestment of a dividend or distribution with respect to the B Class
or the corresponding B Class of any other investment company issuing
such class of shares or (ii) issued pursuant to an exchange privilege
granted by the Corporation in an exchange or series of exchanges for
shares originally purchased through the automatic reinvestment of a
dividend or distribution with respect to shares of capital stock of an
eligible investment company shall be segregated in a separate
sub-account on the stock records of the Corporation for each of the
holders of record thereof. On any Conversion Date, a number of the
shares held in the separate sub-account of the holder of record of the
share or shares being converted, calculated in accordance with the next
following sentence, shall be converted automatically, and without any
action or choice on the part of the holder, into shares of the Delaware
Cash Reserve class. The number of shares in the holder's separate
sub-account so converted shall (i) bear the same ratio to the total
number of shares maintained in the separate sub-account on the
Conversion Date (immediately prior to conversion) as the number of
shares of the holder converted on the Conversion Date pursuant to
paragraph (3)(a) hereof bears to the total number of B Class shares of
the holder of the Conversion Date (immediately prior to conversion)
after subtracting the shares then maintained in the holder's separate
sub-account, or (ii) be such other number as may be calculated in such
other manner as may be determined by the Board of Directors and set
forth in the Corporation's prospectus, as such prospectus may be
amended from time to time.

(c) The number of shares of the Delaware Cash Reserve class into which
a share of the B Class is converted pursuant to paragraphs 3(a) and
3(b) hereof shall equal the number (including for this purpose
fractions of a shares) obtained by dividing the net asset value per
share of the B Class for purposes of sales and redemption thereof on
the Conversion Date by the net asset value per share of the Delaware
Cash Reserve class for purposes of sales redemption thereof on the
Conversion Date.
<PAGE>

(d) On the Conversion Date, the shares of the B Class converted into
shares of the Delaware Cash Reserve class will no longer be deemed
outstanding and the rights of the holders thereof (except the right to
receive (i) the number of shares of the Delaware Cash Reserve class
into which the shares of the B Class have been converted and (ii)
declared but unpaid dividends to the Conversion Date or such other date
set forth in the Corporation's prospectus, as such prospectus may be
amended from time to time and (iii) the right to vote converting shares
of the B Class held as of any record date occurring on or before the
Conversion Date and theretofore set with respect to any meeting held
after the Conversion Date) will cease. Certificates representing shares
of the Delaware Cash Reserve class resulting from the conversion need
not be issued until certificates representing shares of the B Class
converted, if issued, have been received by the Corporation or its
agent duly endorsed for transfer.

(e) The automatic conversion of the B Class into the Delaware Cash
Reserve class as set forth in paragraphs 3(a) and 3(b) of this Article
SECOND shall be suspended at any time that the Board of Directors
determines (i) that there is not available a reasonably satisfactory
opinion of counsel to the effect that (x) the assessment of the higher
fee under the Distribution Plan with respect to the B Class does not
result in the Corporation's dividends or distributions constituting a
"preferential dividend" under the Internal Revenue Code of 1986, as
amended, and (y) the conversion of the B Class does not constitute a
taxable event under federal income tax law, or (ii) any other condition
to conversion set forth in the Corporation's prospectus, as such
prospectus may be amended from time to time, is not satisfied.

(f) The automatic conversion of the B Class into the Delaware Cash
Reserve class as set forth in paragraphs 3(a) and 3(b) hereof may also
be suspended by action of the Board of Directors at any time that the
Board of Directors determines such suspension to be appropriate in
order to comply with, or satisfy the requirements of the Investment
Company Act of 1940, as amended, and in effect from time to time, or
any rule, regulation or order issued thereunder relating to voting by
the holders of the B Class on any Distribution Plan with respect to the
Delaware Cash Reserve class and in effect from time to time, and in
connection with, or in lieu of, any such suspension, the Board of
Directors may provide holders of the B Class with alternative
conversion or exchange rights into other classes of stock of the
Corporation in a manner consistent with the law, rule, regulation or
order giving rise to the possible suspension of the conversion right.

B. Articles FIRST and SECOND of the
Articles Supplementary, as corrected, state:

FIRST: The Board of Directors of the Corporation has adopted
resolutions classifying a third class of shares of Common Stock of the
Corporation as the Cash Reserve B Class of the Cash Reserve Series and
allocating 2,000,000,000 shares of authorized, unissued and
unclassified Common Stock, par value $.001 per share, to the Cash
Reserve B Class (the "B Class").

SECOND: The shares of the B Class shall represent proportionate
interests in the same portfolio of investments as the shares of the
Original Class and the Consultant Class of the Cash Reserve Series of
the Corporation. The shares of the B Class shall have the same
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption as the shares of the Original Class and the Consultant Class
of the Cash Reserve Series, all as set forth in the Articles of
Incorporation of the Corporation, except for the differences hereafter
set forth:
<PAGE>

1. The dividends and distributions of investment income and capital
gains with respect to the B Class of shares of the Cash Reserve Series
shall be in such amounts as may be declared from time to time by the
Board of Directors, and such dividends and distributions may vary with
respect to such class from the dividends and distributions of
investment income and capital gains with respect to the other classes
of the Cash Reserve Series of the Corporation to reflect differing
allocations of the expenses of the Corporation among the classes and
any resultant difference among the net asset values per share of the
classes, to such extent and for such purposes as the Board of Directors
may deem appropriate. The allocation of investment income and capital
gains and expenses and liabilities of the Corporation among the three
classes of the Cash Reserve Series of the Corporation shall be
determined by the Board of Directors in a manner that is consistent
with the orders, as applicable, dated April 10, 1987 and November 9,
1992 (Investment Company Act of 1940 Release Nos. 15675 and 19086)
issued by the Securities and Exchange Commission, and any existing or
future amendment to such orders or any rule or interpretation under the
Investment Company Act of 1940, as amended, that modifies or supersedes
such orders;

2. Except as may otherwise be required by law pursuant to any
applicable order, rule or interpretation issued by the Securities and
Exchange Commission, or otherwise, the holders of the B Class shares
shall have (i) exclusive voting rights with respect to any matter
submitted to a vote of stockholders that affects only holders of the B
Class shares, including without limitation, the provisions of any
Distribution Plan adopted pursuant to Rule 12b- under the Investment
Company Act of 1940, as amended, (a "Distribution Plan") applicable to
the B Class and (ii) no voting rights with respect to the provisions of
any Distribution Plan applicable to the existing classes of the Cash
Reserve Series or with regard to any other matter submitted to a vote
of stockholders which does not affect holders of the B class shares.

3. (a) Each share of the B Class, other than shares described in
paragraph (3)(b) herein, shall be converted automatically, and without
any action or choice on the part of the holder thereof, into shares of
the Consultant Class on the Conversion Date. The term "Conversion Date"
when used herein shall mean a date set forth in the Corporation's
prospectus, as such prospectus may be amended from time to time, that
is no later than three months after either (i) the date on which the
eighth anniversary of the date of issuance of the share occurs, or (ii)
any such other anniversary date as may be determined by the Board of
Directors and set forth in the Corporation's prospectus, as such
prospectus may be amended from time to time; provided that any such
other anniversary date determined by the Board of Directors shall be a
date that will occur prior to the anniversary date set forth in clause
(i) and any such other date theretofore determined by the Board of
Directors pursuant to this clause (ii); but further provided that,
subject to the provisions of the next sentence, for any shares of the B
Class acquired through an exchange, or through a series of exchanges,
as permitted by the Corporation as provided in the Corporation's
prospectus, as such prospectus may be amended from time to time, from
another investment company (an "eligible investment company"), the
Conversion Date shall be the conversion date applicable to the shares
of stock of the eligible investment company originally subscribed for
in lieu of the Conversion Date of any stock acquired through exchange
if such eligible investment company issuing the stock originally
subscribed for had a conversion feature, but not later than the
Conversion Date determined under (i) above. For the purpose of
calculating the holding period required for conversion, the date of
issuance of a share of the B Class shall mean (i) in the case of a
share of the B Class obtained by the holder thereof through an original

<PAGE>

subscription to the Corporation, the date of the issuance of such share
of the B Class, or (ii) in the case of a share of the B Class obtained
by the holder thereof through an exchange, or through a series of
exchanges, from an eligible investment company, the date of issuance of
the share of the eligible investment company to which the holder
originally subscribed.

(b) Each share of the B Class (i) purchased through the automatic
reinvestment of a dividend or distribution with respect to the B Class
or the corresponding B Class of any other investment company issuing
such class of shares or (ii) issued pursuant to an exchange privilege
granted by the Corporation in an exchange or series of exchanges for
shares originally purchased through the automatic reinvestment of a
dividend or distribution with respect to shares of capital stock of an
eligible investment company shall be segregated in a separate
sub-account on the stock records of the Corporation for each of the
holders of record thereof. On any Conversion Date, a number of the
shares held in the separate sub-account of the holder of record of the
share or shares being converted, calculated in accordance with the next
following sentence, shall be converted automatically, and without any
action or choice on the part of the holder, into shares of the
Consultant Class. The number of shares in the holder's separate
sub-account so converted shall (i) bear the same ratio to the total
number of shares maintained in the separate sub-account on the
Conversion Date (immediately prior to conversion) as the number of
shares of the holder converted on the Conversion Date pursuant to
paragraph (3)(a) hereof bears to the total number of B class shares of
the holder on the Conversion Date (immediately prior to conversion)
after subtracting the shares then maintained in the holder's separate
sub-account, or (ii) be such other number as may be calculated in such
other manner as may be determined by the Board of Directors and set
forth in the Corporation's prospectus, as such prospectus may be
amended from time to time.

(c) The number of shares of the Consultant Class into which a share of
the B Class is converted pursuant to paragraphs 3(a) and 3(b) hereof
shall equal the number (including for this purpose fractions of a
share) obtained by dividing the net asset value per share of the B
Class for purposes of sales and redemption thereof on the Conversion
Date by the net asset value per share of the Consultant class for
purposes of sales and redemption thereof on the Conversion Date.

(d) On the Conversion Date, the shares of the B class converted into
shares of the Consultant Class will no longer be deemed outstanding and
the rights of the holders thereof (except the right to receive (i) the
number of shares of the Consultant Class into which the shares of the B
Class have been converted and (ii) declared but unpaid dividends to the
Conversion Date or such other date set forth in the Corporation's
prospectus, as such prospectus may be amended from time to time and
(iii) the right to vote converting shares of the B Class held as of any
record date occurring on or before the Conversion Date and theretofore
set with respect to any meeting held after the Conversion Date) will
cease. Certificates representing shares of the B Class converted, if
issued, have been received by the Corporation or its agent duly
endorsed for transfer.
<PAGE>

(e) The automatic conversion of the B Class into the Consultant Class
as set forth in paragraphs 3(a) and 3(b) of this Article SECOND shall
be suspended at any time that the Board of Directors determines (i)
that there is not available a reasonably satisfactory opinion of
counsel to the effect that (x) the assessment of the higher fee under
the Distribution Plan with respect to the B Class does not result in
the Corporation's dividends or distributions constituting a
"preferential dividend" under the Internal Revenue Code of 1986, as
amended, and (y) the conversion of the B Class does not constitute a
taxable event under federal income tax law, or (ii) any other condition
to conversion set forth in the Corporation's prospectus, as such
prospectus may be amended from time to time, is not satisfied.

(f) The automatic conversion of the B Class into the Consultant Class
as set forth in paragraphs 3(a) and 3(b) hereof may also be suspended
by action of the Board of Directors at any time that the Board of
Directors determines such suspension to be appropriate in order to
comply with, or satisfy the requirements of the Investment Company Act
of 1940, as amended, and in effect from time to time, or any rule,
regulation or order issued thereunder relating to voting by the holders
of the B Class on any Distribution Plan with respect to the Consultant
Class and in effect from time to time, and in connection with, or in
lieu of, any such suspension, the Board of Directors may provide
holders of the B Class with alternative conversion or exchange rights
into other classes of stock of the Corporation in a manner consistent
with the law, rule, regulation or order giving rise to the possible
suspension of the conversion right.

IN WITNESS WHEREOF, Delaware Group Cash Reserve,
Inc. has caused this Certificate of Correction to be signed
in its name and on its behalf this 2nd day of May, 1994.

DELAWARE GROUP CASH RESERVE, INC.

By:/s/George M. Chamberlain, Jr.
-----------------------------
George M. Chamberlain, Jr.
Senior Vice President

ATTEST:

/s/Eric E. Miller
- --------------------
Eric E. Miller
Assistant Secretary

THE UNDERSIGNED, Senior Vice President of DELAWARE GROUP CASH RESERVE,
INC., who executed on behalf of the said Corporation the foregoing Certificate
of Correction, of which this instrument is made a part, hereby acknowledges, in
the name of and on behalf of said Corporation, said Certificate of Correction to
be the corporate act of said Corporation and further certifies that, to the best
of his knowledge, information and belief, the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects, under the penalties of perjury.

/s/George M. Chamberlain, Jr.
- -----------------------------
George M. Chamberlain, Jr.
Senior Vice President
<PAGE>

DELAWARE GROUP CASH RESERVE, INC.

ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION

Delaware Group Cash Reserve, Inc., a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"), hereby certifies,
in accordance with Section 2-208 of the Maryland General Corporation Law, to the
State Department of Assessments and Taxation of Maryland that:

FIRST: The Board of Directors of the Corporation has adopted resolutions
classifying a third class of shares of Common Stock of the Corporation as the
Cash Reserve B Class and allocating 2,000,000,000 shares of authorized, unissued
and unclassified Common Stock, par value $.001 per share, to the Cash Reserve B
Class (the "B Class").

SECOND: The shares of the B Class shall represent proportionate interests in the
same portfolio of investments as the shares of the Delaware Cash Reserve
(Institutional) class and the Delaware Cash Reserve class of the Corporation.
The shares of the B Class shall have the same preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption as the shares of the
Delaware Cash Reserve (Institutional) class and the Delaware Cash Reserve class,
all as set forth in the Articles of Incorporation of the Corporation, except for
the difference hereafter set forth:

1. The dividends and distributions of investment income and capital gains with
respect to the B Class of shares of Common Stock shall be in such amounts as may
be declared from time to time by the Board of Directors, and such dividends and
distributions may vary with respect to such class from the dividends and
distributions of investment income and capital gains with respect to the other
classes of Common Stock of the Corporation to reflect differing allocations of
the expenses of the Corporation among the classes and nay resultant difference
among the net asset values per share of the classes, to such extent and for such
purposes as the Board of Directors may deem appropriate. The allocation of
investment income and capital gains and expenses and liabilities of the
Corporation among the three classes of Common Stock of the Corporation shall be
determined by the Board of Directors in a manner that is consistent with the
orders, as applicable, dated April 10, 1987 and November 9, 1992 (Investment
Company Act of 1940 Release Nos. 15675 and 19086) issued by the Securities and
Exchange Commission, and any existing or future amendment to such orders or any
rule or interpretation under the Investment Company Act of 1940; as amended,
that modifies or supersedes such orders;

2. Except as may otherwise be required by law pursuant to any applicable order,
rule or interpretation issued by the Securities and Exchange Commission, or
otherwise, the holders of the B Class shares shall have (i) exclusive voting
rights with respect to any matter submitted to a vote of stockholders that
affects only holders of the B Class shares, including without limitation, the
provisions of any Distribution Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, (a "Distribution Plan") applicable
to the B Class and (ii) no voting rights with respect to the provisions of any
Distribution Plan applicable to the existing classes of Common Stock or with
regard to any other matter submitted to a vote of stockholders which does not
affect holders of the B Class shares.
<PAGE>

3. (a) Each share of the B Class, other than shares described in paragraph
(3)(b) herein, shall be converted automatically, and without any action or
choice on the part of the holder thereof, into shares of the Delaware Cash
Reserve class on the Conversion Date. The term "Conversion Date" when used
herein shall mean a date set forth in the Corporation's prospectus, as such
prospectus may be amended from time to time, that is no later than three months
after either (i) the date on which the eighth anniversary of the date of
issuance of the share occurs, or (ii) any such other anniversary date as may be
determined by the Board of Directors and set forth in the Corporation's
prospectus, as such prospectus may be amended from time to time; provided that
any such other anniversary date determined by the Board of Directors shall be a
date that will occur prior to the anniversary date set forth in clause (i) and
any such other date theretofore determined by the Board of Directors pursuant to
this clause (ii); but further provided that, subject to the provisions of the
next sentence, for any shares of the B Class acquired through an exchange, or
through a series of exchanges, as permitted by the Corporation as provided in
the Corporation's prospectus, as such prospectus may be amended from time to
time, from another investment company (an "eligible investment company"), the
Conversion Date shall be the conversion date applicable to the shares of stock
of the eligible investment company originally subscribed for in lieu of the
Conversion Date of any stock acquired through exchange if such eligible
investment company issuing the stock originally subscribed for had a conversion
feature, but not later than the Conversion Date determined under (i) above. For
the purpose of calculating the holding period required for conversion, the date
of issuance of a share of the B Class shall mean (i) in the case of a share of
the B Class obtained by the holder thereof through an original subscription to
the Corporation, the date of the issuance of such share of the B Class, or (ii)
in the case of a share of the B Class obtained by the holder thereof through an
exchange, or through a series of exchanges, from an eligible investment company,
the date of issuance of the share of the eligible investment company to which
the holder originally subscribed.

(b) Each share of the B Class (i) purchased through the automatic reinvestment
of a dividend or distribution with respect to the B Class or the corresponding B
Class of any other investment company issuing such class of shares or (ii)
issued pursuant to an exchange privilege granted by the Corporation in an
exchange or series of exchanges for shares originally purchased through the
automatic reinvestment of a dividend or distribution with respect to shares of
capital stock of an eligible investment company shall be segregated in a
separate sub-account on the stock records of the Corporation for each of the
holders of record thereof. On any Conversion Date, a number of the shares held
in the separate sub-account of the holder of record of the share or shares being
converted, calculated in accordance with the next following sentence, shall be
converted automatically, and without any action or choice on the part of the
holder, into shares of the Delaware Cash Reserve class. The number of shares in
the holder's separate sub-account so converted shall (i) bear the same ratio to
the total number of shares maintained in the separate sub-account on the
Conversion Date (immediately prior to conversion) as the number of shares of the
holder converted on the Conversion Date pursuant to paragraph (3)(a) hereof
bears to the total number of B Class shares of the holder on the Conversion Date
(immediately prior to conversion) after subtracting the shares then maintained
in the holder's separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board of Directors
and set forth in the Corporation's prospectus, as such prospectus may be amended
from time to time.

(c) The number of shares of the Delaware Cash Reserve class into which a share
of the B Class is converted pursuant to paragraphs 3(a) and 3(b) hereof shall
equal the number (including for this purpose fractions of a share) obtained by
dividing the net asset value per share of the B Class for purposes of sales and
redemption thereof on the Conversion Date by the net asset value per share of
the Delaware Cash Reserve class for purposes of sales and redemption thereof on
the Conversion Date.
<PAGE>

(d) On the Conversion Date, the shares of the B Class converted into shares of
the Delaware Cash Reserve class will no longer be deemed outstanding and the
rights of the holders thereof (except the right to receive (i) the number of
shares of the Delaware Cash Reserve class into which the shares of the B Class
have been converted and (ii) declared but unpaid dividends to the Conversion
Date or such other date set forth in the Corporation's prospectus, as such
prospectus may be amended from time to time and (iii) the right to vote
converting shares of the B Class held as of any record date occurring on or
before the Conversion Date and theretofore set with respect to any meeting held
after the Conversion Date) will cease. Certificates representing shares of the
Delaware Cash Reserve class resulting from the conversion need not be issued
until certificates representing shares of the B Class converted, if issued, have
been received by the Corporation or its agent duly endorsed for transfer.

(e) The automatic conversion of the B Class into the Delaware Cash Reserve class
as set forth in paragraphs 3(a) and 3(b) of this Article SECOND shall be
suspended at any time that the Board of Directors determines (i) that there is
not available a reasonably satisfactory opinion of counsel to the effect that
(x) the assessment of the higher fee under the Distribution Plan with respect to
the B Class does not result in the Corporation's dividends or distributions
constituting a "preferential dividend" under the Internal Revenue Code of 1986,
as amended, and (y) the conversion of the B Class does not constitute a taxable
event under federal conversion set forth in the Corporation's prospectus, as
such prospectus may be amended from time to time, is not satisfied.

(f) The automatic conversion of the B Class into the Delaware Cash Reserve class
as set forth in paragraphs 3(a) and 3(b) hereof may also be suspended by action
of the Board of Directors at any time that the Board of Directors determines
such suspension to be appropriate in order to comply with, or satisfy the
requirements of the Investment Company Act of 1940, as amended, and in effect
from time to time, or any rule, regulation or order issued thereunder relating
to voting by the holders of the B class on any Distribution Plan with respect to
the Delaware Cash Reserve class and in effect from time to time, and in
connection with, or in lieu of, any such suspension, the Board of Directors may
provide holders of the B Class with alternative conversion or exchange rights
into other classes of stock of the Corporation in a manner consistent with the
law, rule, regulation or order giving rise to the possible suspension of the
conversion right.

THIRD: The shares of the B Class have been classified by the
Board of Directors pursuant to authority contained in the
Articles of Incorporation of the Corporation.

IN WITNESS WHEREOF, Delaware Group Cash Reserve,
Inc. has caused these Articles Supplementary to be signed in
its name and on its behalf this 20th day of April, 1994.

DELAWARE GROUP CASH RESERVE, INC.

By:/s/George M. Chamberlain, Jr.
-----------------------------
George M. Chamberlain, Jr.
Senior Vice President

ATTEST:

/s/Eric E. Miller
- --------------------
Eric E. Miller
Assistant Secretary
<PAGE>

DELAWARE GROUP CASH RESERVE, INC.

ARTICLES OF AMENDMENT

DELAWARE GROUP CASH RESERVE, INC., a Maryland corporation having its
principal office in Baltimore City, Maryland, and having its resident agent
located at Baltimore City, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of
Maryland, that:

FIRST: The Articles of Incorporation of the Corporation are hereby amended by
deleting the first four paragraphs of Article FIFTH in their entirety and the
following paragraphs shall be inserted in lieu thereof:

FIFTH: The total number of shares of stock which the Corporation shall
have authority to issue is Ten Billion (10,000,000,000) shares of
stock, with a par value of one tenth of One Cent ($.001) per share, to
be known and designated as Common Stock, such shares of Common Stock
having an aggregate par value of Ten Million Dollars ($10,000,000).

Subject to the provisions of these Articles of Incorporation, the Board
of Directors shall have the power to issue shares of Common Stock of
the Corporation from time to time, at prices not less than the net
asset value or par value thereof, whichever is greater, for such
consideration as may be fixed from time to time pursuant to the
direction of the Board of Directors.

Pursuant to Section 2-105 of the Maryland General Corporation Law, the
Board of Directors of the Corporation shall have the power to designate
one or more series of shares of Common Stock and sub-series (classes)
thereof, and to classify or reclassify any issued shares with respect
to such series or sub-series thereof, and such series and sub-series
(subject to any applicable rule, regulation or order of the Securities
and Exchange Commission or other applicable law or regulation) shall
have such preference, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms and
conditions of redemption and other characteristics as the Board may
determine, unless inconsistent with this Article FIFTH.

Subject to the aforesaid power of the Board of Directors, one series of
shares is hereby designated and classified as the Cash Reserve Series
and Two Billion Five Hundred Million (2,500,000,000) shares of Common
Stock (par value $.001 per share) are hereby initially classified and
allocated to such series. Two sub-series of the Cash Reserve Series are
hereby designated and Classified as: the Original Class, and Two
Billion (2,000,000,000) shares of Common Stock (par value $.001 per
share) are classified and allocated to such sub-series and the
Consultant Class, and Five Hundred Million (500,000,000) shares of
Common Stock (par value $.001 per share) are classified and allocated
to such sub-series. At any time when there are no shares outstanding or
subscribed for a particular series or sub-series previously established
and designated herein or by the Board of Directors, the series or
sub-series may be eliminated by the Board of Directors by the same
means.

SECOND: The amendment of the charter of the Corporation
increases the authorized stock of the Corporation:

1. Immediately before the amendment, the Corporation had the authority to issue
a total of One Billion (1,000,000,000) shares of Common Stock, with a par value
of One Cent ($.01) per share, such shares of Common Stock having an aggregate
par value of Ten Million Dollars ($10,000,000).
<PAGE>

Prior to the amendment, one series of shares was designated and
classified as the Cash Reserve Series and Two Hundred Fifty Million
(250,000,000) shares of Common Stock (par value $.01 per share) were classified
and allocated to such series. Two sub-series of the Cash Reserve Series were
designated and classified as: the Original Class, and Two Hundred Million
(200,000,000) shares of Common Stock (par value $.01 per share) were classified
and allocated to such sub-series and the Consultant Class, and Fifty Million
(50,000,000) shares of Common Stock (par value $.01 per share) were classified
and allocated to such sub-series.

2. Immediately after the amendment, the total number of shares of stock which
the Corporation has authority to issue is Ten Billion (10,000,000,000) shares of
stock, with a par value of one-tenth of One Cent ($.001) per share, designated
as Common Stock, such shares of Common Stock having an aggregate par value of
Ten Million Dollars ($10,000,000).

After the amendment, one series of shares is designated and classified
as the Cash Reserve Series and Two Billion Five Hundred Million (2,500,000,000)
shares of Common Stock (par value $.001 per share) are classified and allocated
to such series. Two sub-series of the Cash Reserve Series are designated and
classified as: the Original Class, and Two Billion (2,000,000,000) shares of
Common Stock (par value $.001 per share) are classified and allocated to such
sub-series and the Consultant Class, and Five Hundred Million (500,000,000)
shares of Common Stock (par value $.001 per share) are classified and allocated
to such sub-series.

3. The description of each class of stock, including the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption were not changed by the
amendment.

THIRD: The Board of Directors of the Corporation, at a meeting duly convened and
held on November 15, 1990, adopted a resolution in which was set forth the
foregoing amendment to the Articles of Incorporation, declaring that the said
amendment was advisable, and directing that it be submitted for action thereon
by the sole stockholder at a special or the next annual meeting of stockholders,
or in lieu thereof, that the required approval be obtained by written consent
which sets forth the action and is signed by the sole stockholder entitled to
vote on the matter.

FOURTH: Notice setting forth a summary of the changes to be effected by said
amendment of the Articles of Incorporation and stating that an amendment of the
Articles of Incorporation was advisable and that a purpose of the meeting of the
sole stockholder would be to take action thereon, was given as required by law,
to the sole stockholder entitled to vote thereon.

FIFTH: The amendment of the Articles of Incorporation of the Corporation as
hereinabove set forth was approved by the sole stockholder of the Corporation at
said meeting by the affirmative vote of all the votes entitled to be cast
thereon.

SIXTH: The Articles of Amendment shall become effective on
January 1, 1991.
<PAGE>

IN WITNESS WHEREOF, DELAWARE GROUP CASH RESERVE,
INC. has caused these presents to be signed in its name and
on its behalf by its President and attested by its Secretary,
on December 18, 1990.

DELAWARE GROUP CASH RESERVE, INC.

By:/s/Wayne A. Stork
-------------------
Wayne A. Stork
President

Attest:

/s/George M. Chamberlain, Jr.
- ------------------------------
George M. Chamberlain, Jr.

THE UNDERSIGNED, President of DELAWARE GROUP CASH RESERVE, INC., who
executed on behalf of said Corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation act of said Corporation and further certifies that,
to the best of his knowledge, information and belief, the matters and facts set
forth therein with respect to the approval thereof are true in all material
respects, under the penalties of perjury.

/s/Wayne A. Stork
------------------
Wayne A. Stork
President

COMMONWEALTH OF PENNSYLVANIA:
: SS
COUNTY OF PHILADELPHIA:

THIS IS TO CERTIFY that on this 18th day of
December, 1990, before me, the subscriber, a Notary Public in
and for the Commonwealth of Pennsylvania, personally appeared
WAYNE A STORK and GEORGE M. CHAMBERLAIN, JR. and acknowledged
the foregoing Articles of Amendment of Delaware Group Cash
Reserve, Inc. to be their act and deed and that the facts
therein stated are truly set forth.

WITNESS my hand and Notarial Seal the day and year last above written.

/s/Rita P. Maquire
-------------------
Rita P. Maguire
Notary Public

My Commission Expires: March 21, 1993
<PAGE>

ARTICLES OF INCORPORATION
OF
DELAWARE GROUP CASH RESERVE, INC.

FIRST: The undersigned, Eric E. Miller, whose post office address is
One Commerce Square, Philadelphia, Pennsylvania 19103, and being at least
eighteen years of age, does hereby cause to be filed these Articles of
Incorporation for the purpose of forming a corporation under the General
Corporation Law of the State of Maryland.

SECOND: The name of the corporation is Delaware
Group Cash Reserve, Inc.

THIRD: The purpose for which the corporation is formed is to operate as
an investment company and to exercise all of the powers and to do any and all of
the things as fully and to the same extent as any other corporation incorporated
under the laws of the State of Maryland, now or hereinafter in force, including,
without limitation, the following:

1. To purchase, hold, invest and reinvest in, sell, exchange, transfer,
mortgage, and otherwise acquire and dispose of securities of every kind,
character and description.

2. To exercise all rights, powers and privileges with reference to or
incident to ownership, use and enjoyment of any of such securities, including,
but without limitation, the right, power and privilege to own, vote, hold,
purchase, sell negotiate, assign, exchange, transfer, mortgage, pledge or
otherwise deal with, dispose of, use, exercise or enjoy any rights, title,
interest, powers or privileges under or with reference to any of such
securities; and to do any and all acts and things for the preservation,
protection, improvement and enhancement in value of any of such securities.

3. To purchase or otherwise acquire, own, hold, sell, exchange, assign,
transfer, mortgage, pledge or otherwise dispose of, property of all kinds.

4. To buy, sell, mortgage, encumber, hold, own, exchange, rent or
otherwise acquire and dispose of, and to develop, improve, manage, subdivide,
and generally to deal and trade in real property, improved and unimproved, and
wheresoever situate; and to build, erect, construct, alter and maintain
buildings, structures, and other improvements on real property.

5. To borrow or raise moneys for any of the purposes of the
corporation, and to mortgage or pledge the whole or any part of the property and
franchises of the corporation, real, personal, and mixed, tangible or
intangible, and wheresoever situate.

6. To enter into, make and perform contracts and undertakings of every
kind for any lawful purpose, without limit as to amount.

7. To issue, purchase, sell and transfer, reacquire, hold, trade and
deal in, to the extent permitted under the General Corporation Law of the State
of Maryland, capital stock, bonds, debentures and other securities of the
corporation, from time to time, to such extent as the Board of Directors shall,
consistent with the provisions of these Articles of Incorporation, determine;
and to repurchase, reacquire and redeem, to the extent permitted under the
General Corporation Law of the State of Maryland, from time to time, the shares
of its own capital stock, bonds, debentures and other securities.
<PAGE>

The foregoing clauses shall each be construed as purposes, objects and
powers, and it is hereby expressly provided that the foregoing enumeration of
specific purposes, objects and powers shall not be held to limit or restrict in
any manner the powers of the corporation, and that they are in furtherance of,
and in addition to, and not in limitation of, the general powers conferred upon
the corporation by the laws of the State of Maryland or otherwise; nor shall the
enumeration of one thing be deemed to exclude another, although it be of like
nature, not expressed.

FOURTH: The post office address of the principal
office of the corporation in the State of Maryland is:

c/o The Corporation Trust, Incorporated
32 South Street
Baltimore, Maryland 21202

The name and post office address of the initial resident agent of the
corporation in the State of Maryland is:

The Corporation Trust, Incorporated
32 South Street
Baltimore, Maryland 21202

FIFTH: The total number of shares of stock which the corporation shall
have authority to issue is One Billion (1,000,000,000) shares of stock, with a
par value of One Cent ($.01) per share, to be known and designated as Common
Stock, such shares of Common Stock having an aggregate par value of Ten Million
Dollars ($10,000,000).

Subject to the provisions of these Articles of Incorporation, the Board
of Directors shall have the power to issue shares of Common Stock of the
corporation from time to time, at prices not less than the net asset value or
par value thereof, whichever is greater, for such consideration as may be fixed
from time to time pursuant to the direction of the Board of Directors.

Pursuant to Section 2-105 of the Maryland General Corporation Law, the
Board of Directors of the corporation shall have the power to designate one or
more series of shares of Common Stock and sub-series (classes) thereof, and to
classify or reclassify any unissued shares with respect to such series or
sub-series thereof, and such series and sub-series (subject to any applicable
rule, regulation or order of the Securities and Exchange Commission or other
applicable law or regulation) shall have such preference, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other characteristics as
the Board may determine, unless inconsistent with this Article FIFTH.

Subject to the aforesaid power of the Board of Directors, one series of
shares is hereby designated and classified as the Cash Reserve Series and Two
Hundred Fifty Million (250,000,000) shares of Common Stock (par value $.01 per
share) are hereby initially classified and allocated to such series. Two
sub-series of the Cash Reserve Series are hereby designated and classified as :
the Original Class, and Two Hundred Million (200,000,000) shares of Common Stock
(par value $.01 per share) are classified and allocated to such sub-series and
the Consultant class, and Fifty Million (50,000,000) shares of Common Stock (par
value $.01 per share) are classified and allocated to such sub-series. At any
time when there are no shares outstanding or subscribed for a particular series
or sub-series previously established and designated herein or by the Board of
Directors, the series or sub-series may be eliminated by the Board of Directors
by the same means.
<PAGE>

Each share of a series shall have equal rights with each other share of
that series with respect to the assets of the corporation pertaining to that
series. The dividends payable to the holders of any sub-series (subject to any
applicable rules, regulation or order of the Securities and Exchange Commission
or any other applicable law or regulation) may be charged with any pro rata
portion of distribution expenses paid pursuant to a Plan of Distribution adopted
by such sub-series in accordance with Investment Company Act of 1940 Rule 12b-1
(or any successor thereto), which dividend shall be determined as directed by
the Board and need not be individually declared, but may be declared and paid in
accordance with a formula adopted by the Board. Except as otherwise provided
herein, all references in these Articles of Incorporation to Common Stock or
series of stock shall apply without discrimination to the shares of each series
of stock.

The holder of each share of stock of the corporation shall be entitled
to one vote for each full share, and a fractional vote for each fractional share
of stock then standing in his or her name in the books of the corporation. On
any matter submitted to a vote of shareholders, all shares of the corporation
then issued and outstanding and entitled to vote, irrespective of the series,
shall be voted in the aggregate and not by series except (1) when otherwise
expressly provided by the Maryland General Corporation Law, or (2) when required
by the Investment Company Act of 1940, as amended, shares shall be voted by
individual series, or sub-series; and (3) when the matter does not affect any
interest of the particular series or sub-series, then only shareholders of
affected series or sub-series shall be entitled to vote thereon. Holders of
shares of stock of the corporation shall not be entitled to cumulative voting in
the election of directors or on any other matter.

Each series of stock of the corporation shall have the following
powers, preferences and participating, voting, or other special rights and the
qualifications, restrictions, and limitations thereof shall be as follows:

1. All consideration received by the corporation for the issue or sale
of stock of each series, together with all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any funds or payments derived from any reinvestment of
such proceeds in whatever form the same may be, shall irrevocably belong to the
series of shares of stock with respect to which such assets, payments or funds
were received by the corporation for all purposes, subject only to the rights of
creditors, and shall be so handled upon the books of account of the corporation.
Such assets, income, earnings, profit and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof and any assets
derived from any reinvestment of such proceeds, in whatever form the same may
be, are herein referred to as "assets belonging to" such series.

2. The Board of Directors may from time to time declare and pay
dividends or distributions, in stock or in cash, on any or all series of stock;
provided, such dividends or distributions on shares of any series of stock shall
be paid only out of earnings, surplus, or other lawfully available assets
belonging to such series.

3. The Board of Directors shall have the power in its discretion to
distribute to the shareholders of the corporation or to the shareholders of any
series thereof in any fiscal year as dividends, including dividends designated
in whole or in part as capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the corporation or any series
thereof to qualify as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended, or any successor or comparable statute
thereof, and regulations promulgated thereunder (collectively, the "IRC"), and
to avoid liability of the corporation or any series thereof for Federal income
tax in respect of that year and to make other appropriate adjustments in
connection therewith.
<PAGE>

4. The Board of Directors shall have the power, in its discretion, to
make such elections as to the tax status of the corporation or any series or
class of the corporation as may be permitted or required under the IRC as
presently in effect or as amended, without the vote of shareholders of the
corporation or any series thereof.

5. In the event of the liquidation or dissolution of the corporation,
shareholders of each series shall be entitled to receive, as a series, out of
the assets of the corporation available for distribution to shareholders, but
other than general assets not belonging to any particular series of stock, the
assets belonging to such series, and the assets so distributable to the
shareholders of any series shall be distributed among such shareholders in
proportion to the number of shares of such series held by them and recorded on
the books of the corporation. In the event that there are any general assets not
belonging to any particular series of stock and available for distribution, such
distribution shall be made to the holders of stock of all series in proportion
to the net asset value of the respective series determined as hereinafter
provided.

6. The assets belonging to any series of stock shall be charged with
the liabilities in respect to such series, and shall also be charged with its
share of the general liabilities of the corporation, in proportion to the net
asset value of the respective series determined as hereinafter provided. The
determination of the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, as to the allocation of
the same as to a given series, and as to whether the same or general assets of
the corporation are allocable to one or more series.

7. The Board of Directors may provide for a holder of any series of
stock of the corporation, who surrenders his certificate in good form for
transfer to the corporation or, if the shares in question are not represented
by certificates, who delivers to the corporation a written request in good
order signed by the shareholder, to convert the shares in question on such
basis as the Board may provide, into shares of stock of any other series of the
corporation.

8. The holders of the shares of Common Stock or other securities of the
corporation shall have no preemptive rights to subscribe to new or additional
shares of its Common Stock or other securities.

SIXTH: The number of directors of the corporation shall be such number
as may from time to time be fixed by the By-Laws of the corporation or pursuant
to authorization contained in such By-Laws; provided, notwithstanding anything
herein to the contrary, the board of directors shall initially consist of nine
directors until such time as the number of directors is fixed as stated above.
The name of the directors who shall act as such until successors are duly chosen
and qualify are: John H. Durham, Walter P. Babich, Dr. John J. Connolly, William
Buchanan Gold, Jr., Leonard M. Harlan, Ann R. Leven, W. Thacher Longstreth, J.
Permar Richards, and Anthony D. Knerr.

SEVENTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation:

1. The Board of Directors shall have power to fix an initial offering
price for the shares of any series which shall yield to the corporation not less
than the par value thereof, at which price the shares of the Common Stock of the
corporation shall be offered for sale, and to determine from time to time
thereafter the offering price which shall yield to the corporation not less than
the par value thereof from sales of the shares of its Common Stock; provided,
however, that no shares of the Common Stock of the corporation shall be issued
or sold for a consideration which shall yield to the corporation less than the
net asset value of shares of such series determined as hereinafter provided, as
of the business day on which such shares are sold, or at such other times set by
the Board of Directors, except in the case of shares of such Common Stock issued
in payment of a dividend properly declared and payable.
<PAGE>

Notwithstanding anything in these Articles of Incorporation to the
contrary, the Board of Directors shall have power to establish in its absolute
discretion the basis or method for determining the value of the assets belonging
to any class or series, and the net asset value of each share of any class or
series of the corporation for purposes of sales, redemptions, repurchases of
shares or otherwise.

The net asset value of the property and assets of any series of the
corporation shall be determined in accordance with the Investment Company Act of
1940, as amended, and with generally accepted accounting principles, and at such
times as the Board of Directors may direct, by deducting from the total market
or appraised value of all of the property and assets of the corporation, all
debts, obligations and liabilities of the corporation (including, but without
limitation of the generality of any of the foregoing, any or all debts,
obligations, liabilities or claims of any and every kind and nature, whether
fixed, accrued, or unmatured, and any reserves or charges, determined in
accordance with generally accepted accounting principles, for any or all
thereof, whether for taxes, including estimated taxes or unrealized book
profits, expenses, contingencies or otherwise).

The net asset value per share of a Series of the Common Stock of the
corporation shall be determined by adding the total market or appraised value of
the property and assets of the relevant series of the corporation, subtracting
the liabilities determined by the Board of Directors to be applicable to that
series, allocating any general assets and general liabilities to that series,
and dividing the net result by the total number of shares of its Common Stock
then issued and outstanding for such series, including any shares sold by the
corporation up to and including the date as of which such net asset value is to
be determined whether or not certificates therefor have actually been issued. In
case the net asset value of each share so determined shall include a fraction of
one cent, such net asset value of each share shall be adjusted to the nearest
full cent.

2. To the extent permitted by law, and except in the case of a national
financial emergency, the corporation shall redeem shares of its Common Stock
from its stockholders upon request of the holder thereof received by the
corporation or its designated agent during business hours of any business day,
provided that such request must be accompanied by surrender of outstanding
certificate or certificates for such shares in form for transfer, together with
such proof of the authenticity of signatures as may reasonably be required on
such shares (or, on such request in the event no certificate is outstanding)by,
or pursuant to the direction of the Board of Directors of the corporation, and
accompanied by proper stock transfer stamps. Shares redeemed upon any such
request shall be purchased by the corporation at the net asset value of such
shares determined in the manner provided in Paragraph (1) of this Article
Seventh, and in accordance with the redemption procedures prescribed in the then
current Prospectus for the applicable series of shares of the corporation.

Payments for shares of its Common Stock so redeemed by the corporation
shall be made from the assets of the applicable series in cash, except payment
for such shares may, at the option of the Board of Directors, or such officer or
officers as they may duly authorize for the purpose in their complete
discretion, be made from the assets of that series in kind or partially in cash
and partially in kind. In case of any payment in kind the Board of Directors, or
their delegate, shall have absolute discretion as to what security or securities
of such series shall be distributed in kind and the amount of the same; and the
securities shall be valued for purposes of distribution at the value at which
they were appraised in computing the current net asset value of the series of
the corporation's shares, provided that any stockholder who cannot legally
acquire securities so distributed in kind by reason of the prohibitions of the
Investment Company Act of 1940 shall receive cash.
<PAGE>

Payment for shares of its Common Stock so redeemed by the corporation
shall be made by the corporation as provided above within seven days after the
date which such shares are deposited; provided, however, that if payment shall
be made by delivery of assets of the corporation, as provided above, any
securities to be delivered as part of such payment shall be delivered as
promptly as any necessary transfers of such securities on the books of the
several corporations whose securities are to be delivered may be made, but not
necessarily within such seven day period.

The right of any holder of shares of the Common Stock of the
corporation to receive dividends thereon and all other rights of such
stockholder with respect to the shares so redeemed by the corporation shall
cease and determine from and after the time as of which the purchase price of
such shares shall be fixed, as provided above, except the right of such
stockholder to receive payment for such shares as provided for herein.

For the purposes of these Articles of Incorporation, a "national
financial emergency" is defined as the whole or any part of any period (i)
during which the New York Stock Exchange is closed other than customary weekend
and holiday closings, (ii) during which trading on the New York Stock Exchange
is restricted, (iii) during which an emergency exists as a result of which
disposal by the corporation of securities owned by such series is not reasonably
practicable or it is not reasonably practicable for the corporation fairly to
determine the value of the net assets of such series, or (iv) during any other
period when the Securities and Exchange Commission (or any succeeding
governmental authority) may for the protection of security holders of the
corporation by order permit suspension of the right of redemption or
postponement of the date of payment on redemption; provided that applicable
rules regulations of the Securities and Exchange Commission (or any succeeding
governmental authority) shall govern as to whether the conditions prescribed in
(ii), (iii), or (iv) exist. The Board of Directors may, in its discretion,
declare the suspension described in (iv) above at an end, and such other
suspension relating to a national financial emergency shall terminate as the
case may be on the first business day on which said Stock Exchange shall have
reopened or the period specified in (ii) or (iii) shall have expired (as to
which in the absence of an official ruling by said Commission or succeeding
authority, the determination of the Board of Directors shall be conclusive).

3. The Board of Directors, may from time to time, without the vote or
consent of stockholders, establish uniform standards with respect to the minimum
net asset value of a stockholder account or a minimum investment which may be
made by a stockholder. The Board of Directors may authorize the closing of those
stockholder accounts not meeting the specified minimum standards of net asset
value by redeeming all of the shares in such accounts, provided there is mailed
to each affected stockholder account, at least thirty (30) days prior to the
planned redemption date, a notice setting forth the minimum account size
requirement and the date on which the account will be closed if the minimum
size requirement is not met prior to said closing date.

EIGHTH: (a) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation Law, no
director or officer of the corporation shall have any liability to the
corporation or its stockholders for damages. This limitation on liability
applies to events occurring at the time a person serves as a director or officer
of the corporation whether or not such person is a director or officer at the
time of any proceeding in which liability is asserted.

(b) No provision of this Article shall be effective to protect or
purport to protect any director or officer of the corporation against any
liability to the corporation or its security holders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
<PAGE>

(c) References to the Maryland General Corporation Law in this Article
are to the law as from time to time amended. No amendment to the Articles of
Incorporation of the corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to such amendment.

NINTH: Subject to the Investment Company Act of 1940, as amended, each
of the following actions, to the extent required to be approved by the
shareholders under Maryland General Corporation Law, shall be approved by a
majority of all votes entitled to be cast on the matter:

(i) Amendment or amendment and restatement of
the Articles;

(ii) Reduction of stated capital;

(iii) Consolidation, merger, share exchange or
transfer of assets;

(iv) Distribution in partial liquidation; or

(v) Voluntary dissolution.

TENTH: The corporation expressly reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation, and
all rights, contract and otherwise, conferred herein upon the stockholders are
granted subject to such reservation.

ELEVENTH: The corporation expressly agrees and acknowledges that the
names "Delaware Group" and "Delaware Group Cash Reserve" are the sole property
of Delaware Management Company, Inc. ("DMC"), that similar names are used by
funds in the investment business which are affiliated with DMC, and that the
corporation's use of such name is with permission of DMC. The corporation
further expressly agrees and acknowledges that its use of such name may be
terminated by DMC if the corporation ceases to use DMC as its investment advisor
or Delaware Distributors, Inc. ("DDI") as its principal underwriter (or to use
affiliates of DMC and DDI for such purposes). The corporation further expressly
agrees and acknowledges that in such event DMC may require the corporation to
present to its shareholders, at the next annual or special meeting of the
corporation held after such request, a proposal to change the name of the
corporation to delete reference to the name "Delaware Group." The corporation
further expressly agrees and acknowledges in such event to use its best efforts
to promptly comply with such request to change its name and that the Board of
Directors of the corporation shall recommend such a proposal to its
shareholders. The corporation further expressly acknowledges and agrees, upon
shareholder approval of such a proposal, to make and cause to be made such
filings to effect the change of name as may be necessary with the State of
Maryland, the United States Securities and Exchange Commission, or other
regulatory authorities.

IN WITNESS WHEREOF, the undersigned incorporator of Delaware Group Cash
Reserve, Inc. who executed the foregoing Articles of Incorporation hereby
acknowledges the same to be his act and further acknowledges that, to the best
of his knowledge the matters and facts set forth therein are true in all
material respects, under the penalties of perjury.

Dated the 10th day of September, 1990.

/s/Eric E. Miller
------------------
Eric E. Miller

<PAGE>

DELAWARE GROUP CASH RESERVE, INC.

ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION

Delaware Group Cash Reserve, Inc., a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"), hereby certifies,
in accordance with Section 2-208 of the Maryland General Corporation Law, to the
State Department of Assessments and Taxation of Maryland that:

FIRST: The Corporation has authority to issue a total of Ten Billion
(10,000,000,000) shares of common stock with a par value of one-tenth of One
Cent ($0.001) per share of the Corporation (the "Common Stock"), having an
aggregate par value of Ten Million Dollars ($10,000,000). Of such Ten Billion
(10,000,000,000) shares of Common Stock, Four Billion Five Hundred Million
(4,500,000,000) shares have been allocated to the Cash Reserve Series of the
Common Stock as follows: (1) Two Billion (2,000,000,000) shares have been
allocated to each of the Original Class and the Cash Reserve B Class and (2)
Five Hundred Million (500,000,000) shares have been allocated to the Consultant
Class.

SECOND: The Board of Directors of the Corporation, at a meeting held on
July 20, 1995, adopted a resolution classifying a fourth class of shares of the
Cash Reserve Series of the Common Stock as the Delaware Cash Reserve C Class
(the "C Class") and classifying and allocating Two Billion (2,000,000,000)
shares of authorized, unissued and unclassified Common Stock to the C Class.

THIRD: The shares of the C Class shall represent proportionate
interests in the same portfolio of investments as the shares of the Original
Class, Consultant Class and Cash Reserve B Class of the Cash Reserve Series of
the Common Stock. The shares of the C Class shall have the same preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption as the shares of
the Original Class, Consultant Class and Cash Reserve B Class of the Cash
Reserve Series of the Common Stock, all as set forth in the Articles of
Incorporation of the Corporation, except for the differences hereinafter set
forth:
<PAGE>

1. The dividends and distributions of investment income and
capital gains with respect to shares of the C Class shall be
in such amounts as may be declared from time to time by the
Board of Directors, and such dividends and distributions may
vary with respect to such class from the dividends and
distributions of investment income and capital gains with
respect to shares of the other classes of the Cash Reserve
Series of the Common Stock to reflect differing allocations of
the expenses of the Corporation among the shares of such
classes and any resultant difference among the net asset
values per share of the shares of such classes, to such extent
and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income and capital
gains and expenses and liabilities of the Corporation among
the four classes of the Cash Reserve Series of the Common
Stock shall be determined by the Board of Directors in a
manner that is consistent with the order, as applicable, dated
September 6, 1994 (Investment Company Act of 1940 Release No.
20529) issued by the Securities and Exchange Commission, and
any amendments to such order, any future order or any Multiple
Class Plan adopted by the Corporation in accordance with Rule
18f-3 under the Investment Company Act of 1940, as amended,
that modifies or supersedes such order.

2. Except as may otherwise be required by law pursuant to any
applicable order, rule or interpretation issued by the
Securities and Exchange Commission, or otherwise, the holders
of shares of the C Class shall have (i) exclusive voting
rights with respect to any matter submitted to a vote of
stockholders that affects only holders of shares of the C
Class, including without limitation, the provisions of any
Distribution Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (a "Distribution
Plan") applicable to shares of the C Class, and (ii) no voting
rights with respect to the provisions of any Distribution Plan
applicable to any other class of Common Stock or with regard
to any other matter submitted to a vote of stockholders which
does not affect holders of shares of the C Class.

3. The shares of the C Class shall not automatically convert
into shares of the Consultant Class of the Cash Reserve Series
of the Common Stock as do the shares of the Cash Reserve B
Class of the Cash Reserve Series of the Common Stock.

FOURTH: The shares of the Common Stock classified as shares of the C
Class pursuant to these Articles Supplementary have been classified by the Board
of Directors pursuant to authority contained in the Articles of Incorporation of
the Corporation.
<PAGE>

FIFTH: These Articles Supplementary shall become effective on November
28, 1995.

IN WITNESS WHEREOF, Delaware Group Cash Reserve, Inc. has caused these
Articles Supplementary to be signed in its name and on its behalf this ___ day
of November, 1995.

DELAWARE GROUP CASH RESERVE, INC.

By:
--------------------------------
George M. Chamberlain, Jr.
Senior Vice President

ATTEST:

- ---------------------------
Assistant Secretary

<PAGE>

THE UNDERSIGNED, Senior Vice President of DELAWARE
GROUP CASH RESERVE, INC., who executed on behalf of the said
Corporation the foregoing Articles Supplementary, of which this
instrument is made a part, hereby acknowledges, in the name of
and on behalf of said Corporation, said Articles Supplementary to
be the corporate act of said Corporation and further certifies
that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material
respects, under the penalties of perjury.

--------------------------------
George M. Chamberlain, Jr.
Senior Vice President

[FORM OF DISTRIBUTION AGREEMENT
FOR MONEY MARKET FUNDS]

[FUND NAME]
[SERIES NAME, IF APPLICABLE]

DISTRIBUTION AGREEMENT

Distribution Agreement (the "Agreement") made as of this 3rd
day of April, 1995 by and between [FUND NAME], a Maryland corporation (the
"Fund"), [for the [SERIES NAME] (the "Series")] and DELAWARE DISTRIBUTORS, L.P.
(the "Distributor"), a Delaware limited partnership.

WITNESSETH

WHEREAS, the Fund is an investment company regulated by
Federal and State regulatory bodies, and

WHEREAS, the Distributor is engaged in the business of
promoting the distribution of the securities of investment companies and, in
connection therewith and acting solely as agent for such investment companies
and not as principal, advertising, promoting, offering and selling their
securities to the public, and

WHEREAS, the Fund and the Distributor (or its predecessor)
were the parties to a contract under which the Distributor acted as the national
distributor of the shares of the [Fund/Series], which contract was amended and
restated as of the [date] and subsequently readopted as of January 3, 1995 (the
"Prior Distribution Agreement"), and

WHEREAS, Delaware Management Holdings, Inc. ("Holdings"),
the indirect parent company of the Distributor, completed on the
date of this Agreement a merger transaction with a newly-formed
subsidiary of Lincoln National Corporation, pursuant to which Holdings became
a wholly-owned subsidiary of Lincoln National Corporation, and

<PAGE>

WHEREAS, the merger transaction resulted in a change of
control of the Distributor and an automatic termination of the Prior
Distribution Agreement, and

WHEREAS, the Board of Directors of the Fund has determined to
enter into a new agreement with the Distributor as of the date hereof, pursuant
to which the Distributor shall continue to be the national distributor of the
[Fund's/Series'] ____________ class (now doing business as ___________ A Class
and hereinafter referred to as the "Class A Shares")[, the Fund's ___________ B
Class (the "Class B Shares")] and the Fund's ______________ Class (now doing
business as _____________ Consultant Class and hereinafter referred to as the
"Consultant Class Shares"), which classes may do business under these or such
other names as the Board of Directors may designate from time to time, on the
terms and conditions set forth below,

NOW, THEREFORE, the parties hereto, intending to be
legally bound hereby, agree as follows:

1. The Fund hereby engages the Distributor to promote the distribution of
the [Fund's/Series'] shares and, in connection therewith and as agent
for the Fund and not as principal, to advertise, promote, offer and
sell the [Series'] shares to the public.

-2-

<PAGE>

2. (a) The Distributor agrees to serve as distributor of the
[Fund's/Series'] shares and, as agent for the Fund and
not as principal, to advertise, promote and use its best
efforts to sell the [Fund's/Series'] shares wherever
their sale is legal, either through dealers or otherwise,
in such places and in such manner, not inconsistent with
the law and the provisions of this Agreement and the
Fund's Registration Statement under the Securities Act of
1933, including the Prospectus contained therein and the
Statement of Additional Information contained therein, as
may be mutually determined by the Fund and the
Distributor from time to time.

(b) For the Class A Shares, the Distributor will bear all costs of
financing any activity which is primarily intended to result
in the sale of that class of shares, including, but not
necessarily limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and
mailing of sales literature and distribution of that class of
shares.

[(c) For its services as agent for the Class B Shares, the
Distributor shall be entitled to compensation on each
redemption of shares equal to any deferred sales charge
described in the Prospectus for the Class B Shares from time
to time.]

[(d)] For the [Class B Shares and the] Consultant Class Shares,
the Fund shall[, in addition,] compensate the Distributor

-3-

<PAGE>

for its services as provided in the Distribution Plan as
adopted on behalf of the [Class B Shares and the] Consultant
Class Shares[, respectively,] pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Plans"), [a] cop[y/ies]
of which as presently in force [is/are] attached hereto as[,
respectively,] Exhibit "A" [and "B"].

3. (a) The Fund agrees to make available for sale by the Fund
through the Distributor all or such part of the authorized but
unissued shares [of the Series] as the Distributor shall
require from time to time, and except as provided in Paragraph
3(b) hereof, the Fund will not sell [the Series'] shares other
than through the efforts of the Distributor.

(b) The Fund reserves the right from time to time (1) to sell
and issue shares other than for cash; (2) to issue shares
in exchange for substantially all of the assets of any
corporation or trust, or in exchange of shares of any
corporation or trust; (3) to pay stock dividends to its
shareholders, or to pay dividends in cash or stock at the
option of its stockholders, or to sell stock to existing
stockholders to the extent of dividends payable from time
to time in cash, or to split up or combine its
outstanding shares of common stock; (4) to offer shares
for cash to its stockholders as a whole, by the use of
transferable rights or otherwise, and to sell and issue

-4-

<PAGE>

shares pursuant to such offers; and (5) to act as its own
distributor in any jurisdiction in which the Distributor is
not registered as a broker-dealer.

4. The Fund warrants the following:

(a) The Fund is, or will be, a properly registered investment
company, and any and all [Series] shares which it will sell
through the Distributor are, or will be, properly registered
with the Securities and Exchange Commission ("SEC").

(b) The provisions of this Agreement do not violate the terms of
any instrument by which the Fund is bound, nor do they violate
any law or regulation of any body having jurisdiction over the
Fund or its property.

5. (a) The Fund will supply to the Distributor a conformed copy
of the Registration Statement, all amendments thereto,
all exhibits, and each Prospectus and Statement of
Additional Information.

(b) The Fund will register or qualify the shares for sale in
such states as is deemed desirable.

(1) will give and continue to give such financial
statements and other information as may be required
by the SEC or the proper public bodies of the
states in which the [Series'] shares may be
qualified;

(2) from time to time, will furnish the Distributor as
soon as reasonably practicable true copies of its
periodic reports to stockholders;

(3) will promptly advise the Distributor in person or
by telephone or telegraph, and promptly confirm

-5-

<PAGE>

such advice in writing, (a) when any amendment or
supplement to the Registration Statement becomes
effective, (b) of any request by the SEC for
amendments or supplements to the Registration
Statement or the Prospectus or for additional
information, and (c) of the issuance by the SEC of
any Stop Order suspending the effectiveness of the
Registration Statement, or the initiation of any
proceedings for that purpose;

(4) if at any time the SEC shall issue any Stop Order
suspending the effectiveness of the Registration
Statement, will make every reasonable effort to
obtain the lifting of such order at the earliest
possible moment;

(5) will from time to time, use its best effort to keep a
sufficient supply of [Series] shares authorized, any
increases being subject to approval of the Fund's
shareholders as may be required;

(6) before filing any further amendment to the
Registration Statement or to the Prospectus, will
furnish the Distributor copies of the proposed
amendment and will not, at any time, whether before
or after the effective date of the Registration
Statement, file any amendment to the Registration
Statement or supplement to the Prospectus of which
the Distributor shall not previously have been
advised or to which the Distributor shall reasonably
object (based upon the accuracy or completeness
thereof) in writing;

(7) will continue to make available to its stockholders
(and forward copies to the Distributor) of such
periodic, interim and any other reports as are now,
or as hereafter may be, required by the provisions of
the Investment Company Act of 1940; and

(8) will, for the purpose of computing the offering price
of [its/the Series'] shares, advise the Distributor
within one hour after the close of the New York Stock
Exchange (or as soon as practicable thereafter) on
each business day upon which the New York Stock
Exchange may be open of the net asset value per share
of the [Series'] shares of common stock outstanding,
determined in accordance with any applicable
provisions of law and the provisions of the Articles
of Incorporation, as amended, of the Fund as of the
close of business on such business day. In the event
that prices are to be calculated more than once

-6-

<PAGE>

daily, the Fund will promptly advise the Distributor
of the time of each calculation and the price
computed at each such time.

6. The Distributor agrees to submit to the Fund, prior to its
use, the form of all sales literature proposed to be generally
disseminated by or for the Distributor, all advertisements
proposed to be used by the Distributor, all sales literature
or advertisements prepared by or for the Distributor for such
dissemination or for use by others in connection with the sale
of the [Series'] shares, and the form of dealers' sales
contract the Distributor intends to use in connection with
sales of the [Fund's/Series'] shares. The Distributor also
agrees that the Distributor will submit such sales literature
and advertisements to the NASD, SEC or other regulatory agency
as from time to time may be appropriate, considering practices
then current in the industry. The Distributor agrees not to
use such form of dealers' sales contract or to use or to
permit others to use such sales literature or advertisements
without the written consent of the Fund if any regulatory
agency expresses objection thereto or if the Fund delivers to
the Distributor a written objection thereto.

7. The purchase price of each share sold hereunder shall be the offering
price per share mutually agreed upon by the parties hereto, and as
described in the Fund's Prospectus, as amended from time to time,
determined in accordance with any applicable provision of law, the

-7-

<PAGE>

provisions of its Articles of Incorporation and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.

8. The responsibility of the Distributor hereunder shall be
limited to the promotion of sales of [Series] shares. The
Distributor shall undertake to promote such sales solely as
agent of the Fund, and shall not purchase or sell such shares
as principal. Orders for [Series] shares and payment for such
orders shall be directed to the Fund's agent, Delaware Service
Company, Inc. for acceptance on behalf of the Fund. The
Distributor is not empowered to approve orders for sales of
shares or accept payment for such orders. Sales of [Fund/
Series] shares shall be deemed to be made when and where
accepted by Delaware Service Company, Inc. on behalf of the
Fund.

9. With respect to the apportionment of costs between the Fund
and the Distributor of activities with which both are concerned, the
following will apply:

(a) The Fund and the Distributor will cooperate in preparing
the Registration Statements, the Prospectus, the
Statement of Additional Information, and all amendments,
supplements and replacements thereto. The Fund will pay
all costs incurred in the preparation of the Fund's
Registration Statement, including typesetting, the costs
incurred in printing and mailing Prospectuses and Annual,
Semi-Annual and other financial reports to its own

-8-

<PAGE>

shareholders and fees and expenses of counsel and
accountants.

(b) The Distributor will pay the costs incurred in printing
and mailing copies of Prospectuses to prospective
investors.

(c) The Distributor will pay advertising and promotional
expenses, including the costs of literature sent to
prospective investors.

(d) The Fund will pay the costs and fees incurred in
registering or qualifying the shares with the various
states and with the SEC.

(e) The Distributor will pay the costs of any additional copies of
Fund financial and other reports and other Fund literature
supplied to the Distributor by the Fund for sales promotion
purposes.

10. The Distributor may engage in other business, provided such other
business does not interfere with the performance by the Distributor of
its obligations under this Agreement.

11. The Fund agrees to indemnify, defend and hold harmless [from
the assets of the Series] the Distributor and each person, if
any, who controls the Distributor within the meaning of
Section 15 of the Securities Act of 1933, from and against any
and all losses, damages, or liabilities to which, jointly or
severally, the Distributor or such controlling person may
become subject, insofar as the losses, damages or liabilities
arise out of the performance of its duties hereunder except

-9-

<PAGE>

that the Fund shall not be liable for indemnification of the
Distributor or any controlling person thereof for any liability to the
Fund or its security holders to which they would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of their duties under this Agreement.

12. Copies of financial reports, Registration Statements and
Prospectuses, as well as demands, notices, requests, consents,
waivers, and other communications in writing which it may be
necessary or desirable for either party to deliver or furnish
to the other will be duly delivered or furnished, if delivered
to such party at its address shown below during regular
business hours, or if sent to that party by registered mail or
by prepaid telegram filed with an office or with an agent of
Western Union or another nationally recognized telegraph
service, in all cases within the time or times herein
prescribed, addressed to the recipient at 1818 Market Street,
Philadelphia, Pennsylvania 19103, or at such other address as
the Fund or the Distributor may designate in writing and
furnish to the other.

13. This Agreement shall not be assigned, as that term is defined in the
Investment Company Act of 1940, by the Distributor and shall terminate
automatically in the event of its attempted assignment by the
Distributor. This Agreement shall not be assigned by the Fund without
the written consent of the Distributor signed by its duly authorized
officers and delivered to the Fund. Except as specifically provided

-10-

<PAGE>

in the indemnification provision contained in Paragraph 11 herein, this
Agreement and all conditions and provisions hereof are for the sole and
exclusive benefit of the parties hereto and their legal successors and
no express or implied provision of this Agreement is intended or shall
be construed to give any person other than the parties hereto and their
legal successors any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provisions herein contained.

14. (a) This Agreement shall remain in force for a period of two
years from the date hereof and from year to year
thereafter, but only so long as such continuance is
specifically approved at least annually by the Board of
Directors or by vote of a majority of the outstanding
voting securities of the Fund and only if the terms and
the renewal thereof have been approved by the vote of a
majority of the Directors of the Fund, who are not
parties hereto or interested persons of any such party,
cast in person at a meeting called for the purpose of
voting on such approval.

(b) The Distributor may terminate this Agreement on written notice
to the Fund at any time in case the effectiveness of the
Registration Statement shall be suspended, or in case Stop
Order proceedings are initiated by the SEC in respect of the
Registration Statement and such proceedings are not withdrawn

-11-

<PAGE>

or terminated within thirty days. The Distributor may also
terminate this Agreement at any time by giving the Fund
written notice of its intention to terminate the Agreement at
the expiration of three months from the date of delivery of
such written notice of intention to the Fund.

(c) The Fund may terminate this Agreement at any time on at
least thirty days prior written notice to the Distributor
(1) if proceedings are commenced by the Distributor or
any of its stockholders for the Distributor's liquidation
or dissolution or the winding up of the Distributor's
affairs; (2) if a receiver or trustee of the Distributor
or any of its property is appointed and such appointment
is not vacated within thirty days thereafter; (3) if, due
to any action by or before any court or any federal or
state commission, regulatory body, or administrative
agency or other governmental body, the Distributor shall
be prevented from selling securities in the United States
or because of any action or conduct on the Distributor's
part, sales of the shares are not qualified for sale. The
Fund may also terminate this Agreement at any time upon
prior written notice to the Distributor of its intention
to so terminate at the expiration of three months from
the date of the delivery of such written notice to the
Distributor.

-12-

<PAGE>

15. The validity, interpretation and construction of this
Agreement, and of each part hereof, will be governed by the
laws of the Commonwealth of Pennsylvania.

16. In the event any provision of this Agreement is determined to be void
or unenforceable, such determination shall not affect the remainder of
the Agreement, which shall continue to be in force.

DELAWARE DISTRIBUTORS, L.P.

By: DELAWARE DISTRIBUTORS, INC.,
General Partner

Attest:

By:
- ------------------------------- -------------------------------------
Name: Name:
Title: Title:

[FUND NAME]
[for the SERIES NAME]

Attest:

By:
- ------------------------------- ------------------------------------
Name: Name:
Title: Title:

-13-

<PAGE>

[FORM OF 12b-1 PLAN FOR CLASS B SHARES, IF APPLICABLE]

Exhibit A

12b-1 Plan

The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by [FUND
NAME] (the "Fund"), [for the [SERIES NAME] (the "Series")] on behalf of the
_________ B Class (the "Class"), which Fund[, Series] and Class may do business
under these or such other names as the Board of Directors of the Fund may
designate from time to time. The Plan has been approved by a majority of the
Board of Directors, including a majority of the Directors who are not interested
persons of the Fund and who have no direct or indirect financial interest in the
operation of the Plan or in any agreements related thereto, cast in person at a
meeting called for the purpose of voting on such Plan. Such approval by the
Directors included a determination that in the exercise of reasonable business
judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Class and its shareholders. The Plan
has been approved by a vote of the holders of a majority of the outstanding
voting securities of the Class, as defined in the Act.

A-1

<PAGE>

manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the [Fund's/Series'] shareholder servicing, dividend
disbursing and transfer agent. Delaware Distributors, L.P. (the "Distributor")
is the principal underwriter and national distributor for the [Fund's/Series']
shares, including shares of the Class, pursuant to the Distribution Agreement
between the Distributor and the [Fund/Series] ("Distribution Agreement").

The Plan provides that:

1. (a) The Fund shall pay to the Distributor a monthly fee not
to exceed 0.75% (3/4 of 1%) per annum of the [Fund's/ Series'] average daily net
assets represented by shares of the Class as may be determined by the Fund's
Board of Directors from time to time.

(b) In addition to the amounts described in (a) above, the
Fund shall pay (i) to the Distributor for payment to dealers or others, or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
[Fund's/Series'] average daily net assets represented by shares of the Class, as
a service fee pursuant to dealer or servicing agreements, the forms of which
have been approved from time to time by the Fund's Board of Directors.

A-2

<PAGE>

distribution of advertisements, sales literature and prospectuses and reports
used for sales purposes, as well as compensation related to sales and marketing
personnel, and holding special promotions. In addition, such fees may be used to
pay for advancing the commission costs to dealers with respect to the sale of
Class shares.

(b) The monies to be paid pursuant to paragraph 1(b) above
shall be used to pay dealers or others for, among other things, furnishing
personal services and maintaining shareholder accounts, which services include
confirming that customers have received the Prospectus and Statement of
Additional Information, if applicable; assisting such customers in maintaining
proper records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.

3. The Distributor shall report to the Fund at least monthly
on the amount and the use of the monies paid to it under paragraph 1(a) above.
In addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of Directors of
the Fund with such other information as the Board may reasonably request in
connection with the payments made under the Plan and the use thereof by the
Distributor and others in order to enable the Board to make an informed
determination of the amount of the Fund's payments and whether the Plan should
be continued.

A-3

<PAGE>

4. The officers of the Fund shall furnish to the Board of
Directors of the Fund, for their review, on a quarterly basis, a written report
of the amounts expended under the Plan and the purposes for which such
expenditures were made.

5. This Plan shall take effect at such time as the Distributor
shall notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one year
from the Commencement Date only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors of the Fund, and
of the Directors who are not interested persons of the Fund and have no direct
or indirect financial interest in the operation of the Plan or in any agreements
related to the Plan ("non-interested Directors"), cast in person at a meeting
called for the purpose of voting on such Plan.

6. (a) The Plan may be terminated at any time by vote
of a majority of the non-interested Directors or by vote of a
majority of the outstanding voting securities of the Class.

(b) The Plan may not be amended to increase materially the
amount to be spent for distribution pursuant to paragraph 1 thereof without
approval by the shareholders of the Class.

7. The Distribution Agreement between the [Fund/Series]
and the Distributor, and any dealers or servicing agreements
between the Distributor and brokers or others or between the [Fund/
Series] and others receiving a servicing fee, shall specifically

A-4

<PAGE>

have a copy of this Plan attached to, and its terms and provisions incorporated
respectively by reference in, such agreements.

8. All material amendments to this Plan shall be approved by
the non-interested Directors in the manner described in paragraph 5 above.

9. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Directors shall be committed to the
discretion of such non-interested Directors.

10. The definitions contained in Sections 2(a)(3), 2(a)(4),
2(a)(19) and 2(a)(42) of the Act shall govern the meaning of "affiliated
person," "assignment," "interested person(s)" and "vote of a majority of the
outstanding voting securities," respectively, for the purposes of this Plan.

This Plan shall take effect on the Commencement Date, as previously
defined.

A-5

<PAGE>

[FORM OF 12b-1 PLAN FOR CONSULTANT CLASS SHARES]

Exhibit [A/B]

12b-1 PLAN

The following Distribution Plan (the "Plan") has been adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by [FUND NAME]
(the "Fund")[, for the [SERIES NAME] (the "Series")] on behalf of the _________
class [(now doing business as __________ Consultant Class and] hereinafter
referred to as the "Class"), which Fund[, Series] and Class may do business
under these or such other names as the Board of Directors of the Fund may
designate from time to time. The Plan has been approved by a majority of the
Board of Directors, including a majority of the Directors who are not interested
persons of the Fund and who have no direct or indirect financial interest in the
operation of the Plan or in any agreements related thereto, cast in person at a
meeting called for the purpose of voting on such Plan. Such approval by the
Directors included a determination that in the exercise of reasonable business
judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Class and its shareholders. If the
Plan has not yet been approved by a majority of the outstanding voting
securities as required in the Act, the Plan will be presented to the public
shareholders at the next regular annual or special meeting.

[A/B]-1

<PAGE>

The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and
classes of securities and is an open-end management investment
company registered under the Act. Delaware Management Company,
Inc. ("DMC")serves as the [Fund's/Series'] investment adviser and
manager pursuant to an Investment Management Agreement. Delaware
Service Company, Inc. serves as the [Fund's/Series'] shareholder
servicing, dividend disbursing and transfer agent. Delaware
Distributors, L.P. ("the Distributor") is the principal underwriter
and national distributor for the [Fund's/Series'] shares,
including shares of the Class, pursuant to the Distribution
Agreement between the Distributor and the [Fund/Series]
("Distribution Agreement").

The Distributor may enter into agreements with other registered
broker-dealers substantially in the form of the Dealer Agreement approved by the
Fund in the implementation of this Plan and of the Distribution Agreement
between it and the [Fund/Series]. The [Fund/Series] may, in addition, enter into
arrangements with persons other than broker-dealers which are not "affiliated
persons" or "interested persons" of the Fund, DMC or the Distributor to provide
to the [Fund/Series] services in the [Fund's/Series'] marketing of the shares of
the Class, such arrangements to be reflected by Service Agreements.

The Plan provides that:

l. The Fund shall pay a monthly fee not to exceed 0.3%
(3/10 of 1%) per annum of the [Fund's/Series'] average daily net

[A/B]-2

<PAGE>

assets represented by shares of the Class (the "Maximum Amount") as may be
determined by the Fund's Board of Directors from time to time. Such monthly fee
shall be reduced by the aggregate sums paid by the Fund to persons other than
broker-dealers (the "Service Providers") pursuant to Service Agreements referred
to above.

2. (a) The Distributor shall use the monies paid to it
pursuant to paragraph l above to furnish, or cause or encourage others to
furnish, services and incentives in connection with the promotion, offering and
sale of Class shares and, where suitable and appropriate, the retention of Class
shares by shareholders.

(b) The Service Providers shall use the monies paid
respectively to them to reimburse themselves for the actual costs they have
incurred in confirming that their customers have received the Prospectus and
Statement of Additional Information, if applicable, and as a fee for (l)
assisting such customers in maintaining proper records with the Fund (2)
answering questions relating to their respective accounts and (3) aiding in
maintaining the investment of their respective customers in the Class.

3. The Distributor shall report to the Fund at least monthly
on the amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Fund monthly and in writing of the amounts each
claims under the Service Agreement and the Plan; both the Distributor and the
Service Providers shall furnish the Board of Directors of the Fund with such
other information as the Board may reasonably request in connection with the
payments made under the Plan and the use thereof by the Distributor and the

[A/B]-3

<PAGE>

Service Providers, respectively, in order to enable the Board to make an
informed determination of the amount of the Fund's payments and whether the Plan
should be continued.

5. This Plan shall take effect at such time as the Distributor
shall notify the Fund in writing of the commencement of the Plan, which time
shall not be before the first annual or special meeting of the public
shareholders at which the Plan is or was approved by the vote of a majority of
the outstanding voting securities as required in the Act (the "Commencement
Date"); thereafter, the Plan shall continue in effect for a period of more than
one year from the Commencement Date only so long as such continuance is
specifically approved at least annually by a vote of the Board of Directors of
the Fund, and of the Directors who are not interested persons of the Fund and
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan ("non-interested Directors"), cast in person
at a meeting called for the purpose of voting on such Plan.

6. (a) The Plan may be terminated at any time by vote
of a majority of the non-interested Directors or by vote of a
majority of the outstanding voting securities of the Class.

[A/B]-4

<PAGE>

(b) The Plan may not be amended to increase materially the
amount to be spent for distribution pursuant to paragraph l thereof without
approval by the shareholders of the Class.

7. The Distribution Agreement between the [Fund/Series] and
the Distributor, and the Service Agreements between the [Fund/ Series] and the
Service Providers, shall specifically have a copy of this Plan attached to, and
its terms and provisions incorporated respectively by reference in, such
agreements.

8. All material amendments to this Plan shall be approved by
the non-interested Directors in the manner described in paragraph 5 above.

9. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Directors shall be committed to the
discretion of such non-interested Directors.

10. The definitions contained in Sections 2(a)(3), 2(a)(4),
2(a)(l9) and 2(a)(42) of the Act shall govern the meaning of "affiliated
person," "assignment," "interested person(s)" and "vote of a majority of the
outstanding voting securities," respectively, for the purposes of this Plan.

This Plan shall take effect on the Commencement Date, as
previously defined.

[A/B]-5

<PAGE>

[Form of Amendment to Distribution Agreement
for Money Market Funds having a Class C]

[FUND NAME]
[SERIES NAME, IF APPLICABLE]

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

This Amendment No. 1 to Distribution Agreement (this "Agreement") is

made as of the_____day of___________, 1995, by and between____________(the

"Fund"),[for the____________(the "Series"),] and DELAWARE DISTRIBUTORS, L.P.

(the "Distributor").

WITNESSETH

WHEREAS, the Fund[, for the Series,] and the Distributor are parties to

that certain Distribution Agreement made as of the 3rd day of April, 1995 (the

"Distribution Agreement"); and

WHEREAS, the Board of Directors of the Fund has established [CLASS C

SHARES NAME] (the "Class C Shares") as an additional class of [the Series]

[shares of the Fund] and the Fund and the Distributor desire to amend the

Distribution Agreement to provide that the Distributor shall act as the national

distributor of the Class C Shares pursuant thereto;

NOW, THEREFORE, the parties hereto, intending to be legally bound

hereby, agree as follows:

1. The Class C Shares are hereby included among the shares to which the

Distribution Agreement relates and the Distributor shall act as distributor for

the Class C Shares pursuant to and in accordance with the Distribution

Agreement, as amended hereby.

2. Hereafter, the references to "Class B Shares" in Section 2(c) and

"Class B Shares and the Consultant Class Shares" in section 2(d) of the

Distribution Agreement [compensation of the Distributor] shall be deemed to

include the Class C Shares, provided that the Distribution Plan adopted

<PAGE>

pursuant to Rule 12b-1 under the Investment Company Act of 1940 for the Class C

Shares and presently in force is attached hereto as Exhibit "A."

DELAWARE DISTRIBUTORS, L.P.

By: Delaware Distributors, Inc.,
General Partner

ATTEST:

By:
- ----------------------------- -----------------------------------
Name: Name:
Title: Title:

[FUND NAME][,for the [SERIES NAME]]

ATTEST:

By:
- ------------------------------ -------------------------------------
Name: Name:
Title: Title:

<PAGE>

EXHIBIT A

[FORM OF 12b-1 PLAN

C CLASS SHARES]

DISTRIBUTION PLAN

The following Distribution Plan (the "Plan") has been adopted pursuant

to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by the Fund

(the "Fund"), on behalf of the Fund's C Class (the "Class"). The Plan has been

approved by a majority of the Board of Directors, including a majority of the

Directors who are not interested persons of the Fund and who have no direct or

indirect financial interest in the operation of the Plan or in any agreements

related thereto, cast in person at a meeting called for the purpose of voting on

such Plan. Such approval by the Directors included a determination that in the

exercise of reasonable business judgment and in light of their fiduciary duties,

there is a reasonable likelihood that the Plan will benefit the Fund and its

shareholders. The Plan has been approved by a vote of the holders of a majority

of the outstanding voting securities of the Class, as defined in the Act.

The Fund is a [corporation/business trust] organized under the laws of

the [State of Maryland/Commonwealth of Pennsylvania], is authorized to issue

different series and classes of securities and is an open-end management

investment company registered under the Act. [Delaware Management Company, Inc.

A-1

<PAGE>

("DMC") or Delaware International Advisers Ltd. ("Delaware International"), an

affiliate of DMC,] serves as the Fund's investment adviser and manager pursuant

to an Investment Management Agreement. Delaware Service Company, Inc. serves as

the Fund's shareholder servicing, dividend disbursing and transfer agent.

Delaware Distributors, L.P. (the "Distributor") is the principal underwriter and

national distributor for the Fund's shares, including shares of the Class,

pursuant to the Distribution Agreement between the Distributor and the Fund

("Distribution Agreement").

The Plan provides that:

1.(a) The Fund shall pay to the Distributor a monthly fee not to exceed

0.75% (3/4 of 1%) per annum of the Fund's average daily net assets represented

by shares of the Class as may be determined by the Fund's Board of Directors

from time to time.

(b) In addition to the amounts described in paragraph 1(a) above, the

Fund shall pay: (i) to the Distributor for payment to dealers or others; or (ii)

directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the

Fund's average daily net assets represented by shares of the Class, as a service

fee pursuant to dealer or servicing agreements.

2.(a) The Distributor shall use the monies paid to it pursuant to

paragraph 1(a) above to assist in the distribution and promotion of shares of

the Class. Payments made to the Distributor under the Plan may be used for,

among other things, preparation and distribution of advertisements, sales

literature and prospectuses and reports used for sales purposes, as well as

A-2

<PAGE>

compensation related to sales and marketing personnel, and holding special

promotions. In addition, such fees may be used to pay for advancing the

commission costs to dealers with respect to the sale of Class shares.

(b) The monies to be paid pursuant to paragraph 1(b) above shall be

used to pay dealers or others for, among other things, furnishing personal

services and maintaining shareholder accounts, which services include confirming

that customers have received the Prospectus and Statement of Additional

Information, if applicable; assisting such customers in maintaining proper

records with the Fund; answering questions relating to their respective

accounts; and aiding in maintaining the investment of their respective customers

in the Fund.

3. The Distributor shall report to the Fund at least monthly on the

amount and the use of the monies paid to it under paragraph 1(a) above. In

addition, the Distributor and others shall inform the Fund monthly and in

writing of the amounts paid under paragraph 1(b) above; both the Distributor and

any others receiving fees under the Plan shall furnish the Board of Directors of

the Fund with such other information as the Board may reasonably request in

connection with the payments made under the Plan and the use thereof by the

Distributor and others in order to enable the Board to make an informed

determination of the amount of the Fund's payments and whether the Plan should

be continued.

A-3

<PAGE>

4. The officers of the Fund shall furnish to the Board of Directors of

the Fund, and the Directors shall review, on a quarterly basis, a written report

of the amounts expended under the Plan and the purposes for which such

expenditures were made.

5. This Plan shall take effect at such time as the Distributor shall

notify the fund in writing of the commencement of the Plan (the "Commencement

Date"); thereafter, the Plan shall continue in effect for a period of more than

one year from the Commencement Date only so long as such continuance is

specifically approved at least annually by a vote of the Board of Directors of

the Fund, and of the Directors who are not interested persons of the Fund and

have no direct or indirect financial interest in the operation of the Plan or in

any agreements related to the Plan ("non-interested Directors"), cast in person

at a meeting called for the purpose of voting on such Plan.

6.(a) The Plan may be terminated at any time by vote of a majority of

the non-interested Directors or by vote of a majority of the outstanding voting

securities of the Class.

(b) The Plan may not be amended to increase materially the amount to

be spent for distribution pursuant to paragraph 1 thereof without approval by

the shareholders of the Class.

7. All material amendments to this Plan shall be approved by the

non-interested Directors in the manner described in paragraph 5 above.

A-4

<PAGE>

8. So long as the Plan is in effect, the selection and nomination of

the Fund's non-interested Directors shall be committed to the discretion of such

non-interested Directors.

9. The definitions contained in Sections 2(a)(3), 2(a)(19) and 2(a)(42)

of the Act shall govern the meaning of "affiliated person," "interested

person(s)" and "vote of a majority of the outstanding voting securities,"

respectively, for the purposes of this Plan.

This Plan shall take effect on the Commencement Date, as previously

defined.

November 29, 1995

A-5

<PAGE>

DELAWARE GROUP

Administration and Service Agreement

Gentlemen:

We are the national distributor of the shares of all of the classes

(now existing or hereafter added) of all of the Funds in the Delaware Group of

Funds. The term "Fund" as used in this Agreement refers to each fund in the

Delaware Group which retains the Distributor to promote and sell its shares, and

any fund which may hereafter be added to the Delaware Group and retain us as

national distributor. You have indicated that you wish to provide certain

services to your customers relating to their ownership of Fund shares, in

accordance with the terms of this Agreement.

TERMS

1. With respect to any Fund that offers shares of classes for which

Distribution Plans have been adopted under Rule 12b-1 (individually a "12b-1

Plan") of the Investment Company Act of 1940 (the "1940 Act"), which 12b-1 Plans

provide for the payment of service fees, we expect you to provide administrative

and other services, including, but not limited to, furnishing personal and other

services and assistance to your customers who own Fund shares, answering routine

inquiries regarding a Fund, assisting in changing dividend options, account

designations and addresses, maintaining such accounts, or such other services as

a Fund may require, to the extent permitted by applicable statutes, rules, or

regulations. For such services, we shall pay you a fee, as established by us

from time to time, based on the value of the shares of each class of each Fund

which are attributable to customers of your firm. We are permitted to make this

payment under the terms of the 12b-1 Plans adopted by certain of the Funds, as

such Plans may be in effect from time to time.

2. You shall furnish us and each Fund with such information as shall

reasonably be requested by the Board of Directors or Trustees with respect to

the fees paid to you pursuant to this Agreement.

3. We shall furnish to the Board of Directors or Trustees, for their

review, on a quarterly basis, a written report of the amounts expended under

<PAGE>

the Plan by us with respect to the relevant Fund and the purposes for which

such expenditures were made.

4. This Agreement may be terminated by either party at any time by

written notice to that effect and will terminate without notice upon any act of

insolvency by you. Notwithstanding the termination of this Agreement, you shall

remain liable for any amounts otherwise owing to the Distributor or the Funds

and for your portion of any transfer tax or other liability which may be

asserted or assessed against the Distributor or the Fund, or upon any one or

more of the Distributor's dealers, based upon a claim that you and such dealers

or any of them constitute a partnership, an unincorporated business or other

separate entity.

5. Any obligation assumed by a Fund pursuant to this Agreement shall be

limited in all cases to the assets of such Fund and no person shall seek

satisfaction thereof from shareholders of a Fund.

6. The 12b-1 Plans in effect on the date of this Agreement are

described in the Funds' Prospectuses. Each Fund reserves the right to terminate

or suspend its 12b-1 Plan(s) at any time as specified in such Plan(s) and we

reserve the right, at any time, without notice, to modify, suspend or terminate

payments hereunder in connection with such 12b-1 Plan(s).

7. This Agreement shall take effect on the date set forth below.

8. The terms and provisions of the current Prospectus and Statement of

Additional Information for each relevant Fund are hereby accepted and agreed to

by the parties hereto as evidenced by our execution hereof.

GENERAL

9. Governing Law. This Agreement will be governed by and construed in

accordance with the law of the State of Pennsylvania, without reference to that

state's choice of law doctrine.

10. Counterparts. This Agreement may be executed in any number of

counterparts, each of which shall be deemed to be an original, but such

counterparts shall, together, constitute only one Agreement.

11. Severability. In the event that any provision of this Agreement,

or the application of any such provision to any person or set of circumstances,

shall be determined to be invalid, unlawful, void or unenforceable to any

extent, the remainder of this Agreement, and the application of such provision

<PAGE>

to persons or circumstances other than those as to which it is determined to be

invalid, unlawful, void or unenforceable, shall not be impaired or otherwise

affected and shall continue to be valid and enforceable to the fullest extent

permitted by law.

12. Entire Agreement. This Agreement sets forth the entire

understanding of the parties hereto and supersedes all prior agreements and

understandings between the parties hereto relating to the subject matter hereof.

13. Headings. The underlined headings contained herein are for

convenience of reference only, shall not be deemed to be a part of this

Agreement and shall not be referred to in connection with the interpretation

hereof.

DELAWARE DISTRIBUTORS, L.P.

By: DELAWARE DISTRIBUTORS, INC.,
General Partner

By:
--------------------------------

Agreed and Accepted:

- ------------------------------
(Name)

By:
---------------------------
(Authorized Officer)

Date:
-------------------------

<PAGE>

DEALER'S AGREEMENT

We invite you, as a selected dealer, to participate as principal in the

distribution of the shares of all of the classes (now existing or hereafter

added) of all of the Funds in the Delaware Group of Investment Companies which

retain us, Delaware Distributors, L.P., to act as exclusive national

distributor. The term "Fund" as used in this Agreement, refers to each Fund in

the Delaware Group which retains us to promote and sell its shares, and any Fund

which may hereafter be added to the Delaware Group and retain us as national

distributor. Such additional Funds will be included in this Agreement upon our

providing you with written notice of such inclusion.

OFFERING PRICE TO PUBLIC: Orders for shares received from you and accepted by a

Fund or its agent, Delaware Service Company, Inc., will be at the public

offering price applicable to each order as set forth in that Fund's Prospectus.

The manner of computing the net asset value of shares, the public offering price

and the effective time of orders received from you are described in the

Prospectus for each Fund. We reserve the right, at any time and without notice,

to suspend the sale of Fund shares.

CONCESSIONS TO YOU: You will be entitled to deduct the applicable concession as

set forth in the then current Prospectus of a Fund from the purchase price of

certain purchase orders placed by you for shares of a Fund having a sales

charge. We reserve the right from time to time, without prior notice, to modify,

suspend or eliminate such concessions by amendment, sticker or supplement to the

Prospectus for the Fund. If any shares confirmed to you under the terms of this

Agreement are redeemed or repurchased by the Fund or by us as agent for the

Fund, or are tendered for redemption or repurchase, within seven business days

after the date of our confirmation of the original purchase order, you shall

promptly refund to us the concession allowed to you on such shares.

PURCHASE PLANS: The purchase price on all orders placed by you and any

concessions or other fees otherwise due to you under this Agreement will be

subject to the then current terms and provisions of any applicable special plans

and accounts (e.g., volume purchases, letters of intent, rights of accumulation,

combined purchases privilege, exchange and reinvestment privileges and

<PAGE>

retirement plan accounts) as set forth from time to time in the Prospectus. We

must be notified when an order is placed if it qualifies for a reduced sales

charge under any of these plans. We reserve the right, at any time, without

prior notice, to modify, suspend or eliminate any such plans or accounts by

amendment, sticker or supplement to the Prospectus for the Fund.

SALES, ORDERS AND CONFIRMATIONS: In offering Fund shares to the public or

otherwise, you shall act as dealer for your own account, and in no transaction

shall you have any authority to act as agent for the Fund, for any other

selected dealer or for us. No person is authorized to make any representations

concerning the shares to the Fund except those contained in the Prospectus and

in written information issued by the Fund or by us as a supplement to such

Prospectus. In purchasing Fund shares, you shall rely only on such

representations.

All sales must be made subject to confirmation and orders are subject

to acceptance or rejection by the Fund in its sole discretion. Your orders must

be wired, telephoned or written to the Fund or its agent. You agree to place

orders for the same number of shares sold by you at the price at which such

shares are sold. You agree that you will not purchase Fund shares except for

investment or for the purpose of covering purchase orders already received and

that you will not, as principal, sell Fund shares unless purchased by you from

the Fund under the terms hereof. You also agree that you will not withhold

placing with us orders received from your customers so as to profit yourself

from such withholding. Each of your orders shall be confirmed by you in writing

on the same day.

PAYMENT AND ISSUANCE OF CERTIFICATES: The shares purchased by you hereunder

shall be paid for in full at the public offering price, less any concession to

you as set forth above, by check payable to the Fund, at its office, within

three business days after our acceptance of your order. If not so paid, we

reserve the right to cancel the sale and to hold you responsible for any loss

sustained by us or the Fund (including lost profit) in consequence. Certificates

representing the Fund's shares will not be issued unless (i) the Fund's

Prospectus indicates that certificates may be issued for the class of shares

being purchased, and (ii) a specific request is received from the purchaser.

Certificates, if requested, will be issued in the names indicated by

registration instructions accompanying your payment.

-2-

<PAGE>

REDEMPTION: The Prospectus describes the provisions whereby the Fund, under all

ordinary circumstances, will redeem shares held by shareholders on demand. You

agree that you will not make any representations to shareholders relating to the

redemption of their shares other than the statements contained in the Prospectus

and the underlying organizational documents of the Fund, to which it refers, and

that you will quote as the redemption price only the price determined by the

Fund. You shall not repurchase any shares from your customers at a price below

that next quoted by the Fund for redemption. You may charge a reasonable fee for

services in connection with the repurchase by you from your customers of shares.

You may hold such repurchased shares only for investment purposes or submit such

shares to the Fund for redemption.

12b-1 PLAN: With respect to any Fund that offers shares of classes for which

Distribution Plans have been adopted under Rule 12b-1 (individually a "12b-1

Plan") of the Investment Company Act of 1940 (the "1940 Act"), we expect you to

provide distribution and marketing services in the promotion of the Fund's

shares. In connection with the receipt of distribution fees and/or the receipt

of service fees as set forth under the 12b-1 Plan(s) applicable to the class or

classes of Fund shares purchased by your customers, we expect you to provide

administrative and other services to your customers who own Fund shares,

including, but not limited to, furnishing personal and other services and

assistance, answering routine inquiries regarding a Fund, assisting in changing

dividend options, account designations and addresses, maintaining such accounts,

or such other services as the Fund may require, to the extent permitted by

applicable statutes, rules, or regulations. For such services we will pay you a

fee, as established by us from time to time, based on a portion of the net asset

value of the accounts of your clients in the Fund. We are permitted to make this

payment under the terms of the 12b-1 Plans adopted by certain of the Funds, as

such Plans may be in effect from time to time. The 12b-1 Plans in effect on the

date of this Agreement are described in the Funds' Prospectuses. Each Fund

reserves the right to terminate or suspend its 12b-1 Plan at any time as

specified in the Plan and we reserve the right, at any time, without notice, to

modify, suspend or terminate payments hereunder in connection with such 12b-1

Plan. You will furnish the Fund and us with such information as may be

-3-

<PAGE>

reasonably requested by the Fund or its directors or trustees or by us with

respect to such fees paid to you pursuant to this Agreement.

LEGAL COMPLIANCE: This Agreement and any transaction with, or payment to, you

pursuant to the terms hereof is conditioned on your representation to us that,

as of the date of this Agreement you are, and at all times during its

effectiveness you will be: (a) a registered broker/dealer under the Securities

Exchange Act of 1934 and qualified under applicable state securities laws in

each jurisdiction in which you are required to be qualified to act as a

broker/dealer in securities, and a member in good standing of the National

Association of Securities Dealers, Inc. (the "NASD"); or (b) a foreign

broker/dealer not eligible for membership in the NASD and otherwise in

compliance with applicable U.S. federal and state securities laws. You agree to

notify us promptly in writing and immediately suspend sales of Fund shares if

this representation ceases to be true. You also agree that, whether you are a

member of the NASD or a foreign broker/dealer not eligible for such membership,

you will comply with the rules of the NASD including, in particular, Sections 2

and 26 of Article III thereof, and that you will maintain adequate records with

respect to your transactions with the Funds.

BLUE SKY MATTERS: We shall have no obligation or responsibility with respect to

your right to sell Fund shares in any state or jurisdiction. From time to time

we may furnish you with information identifying the states and jurisdictions

under the securities laws of which it is believed a Fund's shares may be sold.

You will not transact orders for Fund shares in states or jurisdictions in which

we indicate Fund shares may not be sold. You agree to offer and sell Fund shares

outside the United States only in compliance with all applicable laws, rules and

regulations of any foreign government having jurisdiction over such transactions

in addition to any applicable laws, rules and regulations of the United States.

LITERATURE: We will furnish you with copies of each Fund's Prospectus, sales

literature and other information made publicity available by the Fund, in

reasonable quantities upon your request. You agree to deliver a copy of the

current Prospectus in accordance with the provisions of the Securities Act of

1933 to each purchaser of Fund shares for whom you act as broker. We shall file

Fund sales literature and promotional material with the NASD and SEC as

required.
-4-

<PAGE>

You may not publish or use any sales literature or promotional materials with

respect to the Funds without our prior review and written approval.

NOTICES AND COMMUNICATIONS: All communications from you should be addressed to

us at One Commerce Square, 2005 Market Street, Philadelphia, PA 19103. Any

notice from us to you shall be deemed to have been duly given if mailed or

telegraphed to you at the address set forth below. Each of us may change the

address to which notices shall be sent by notice to the other in accordance with

the terms hereof.

TERMINATION: This Agreement may be terminated by either party at any time by

written notice to that effect and will terminate without notice upon the

appointment of a trustee for you under the Securities Investor Protection Act,

or any other act of insolvency by you. Notwithstanding the termination of this

Agreement, you shall remain liable for any amounts otherwise owing to us or the

Funds and for your portion of any transfer tax or other liability which may be

asserted or assessed against the Fund, or us, or upon any one or more of the

selected dealers based upon the claim that the selected dealers or any of them

constitute a partnership, an unincorporated business or other separate entity.

AMENDMENT: This Agreement may be amended or revised at any time by us upon

notice to you and, unless you notify us in writing to the contrary, you will be

deemed to have accepted such modifications.

GENERAL: Your acceptance hereof will constitute an obligation on your part to

observe all the terms and conditions hereof. In the event you breach any of the

terms and conditions of this Agreement, you will indemnify us, the Funds, and

our affiliates for any damages, losses, costs and expenses (including reasonable

attorneys' fees) arising out of or relating to such breach and we may offset any

such damages, losses, costs and expenses against any amounts due to you

hereunder. Nothing contained herein shall constitute you, us and any dealers an

association or partnership. All references in this Agreement to the "Prospectus"

refer to the then current version of the Prospectus and include the Statement of

Additional Information incorporated by reference therein and any stickers or

supplements thereto. This Agreement supercedes and replaces any prior agreement

-5-

<PAGE>

between us and you with respect to your purchase and sale of Fund shares and is

to be construed in accordance with the laws of the State of Delaware.

Please confirm this Agreement by executing one copy of this Agreement

below and returning it to us. Keep the enclosed duplicate copy for your records.

DELAWARE DISTRIBUTORS, L.P.

By: Delaware Distributors, Inc.,
General Partner

By:/s/Keith E. Mitchell
----------------------
Name: Keith E. Mitchell
Title: President/Chief Executive Officer

-6-

<PAGE>

DEALER'S AGREEMENT ACCEPTANCE

DELAWARE DISTRIBUTORS, L.P.

The undersigned hereby confirms the Dealer's Agreement and acknowledges

that any purchase of Fund shares made during the effectiveness of this Agreement

is subject to all the applicable terms and conditions set forth in this

Agreement, and agrees to pay for the shares at the price and upon the terms and

conditions stated in the Agreement. The undersigned hereby acknowledges receipt

of Prospectuses relating to the Fund shares and confirms that, in executing the

Dealer's Agreement, it has relied on such Prospectuses and not on any other

statement whatsoever, written or oral.

INVESTMENT DEALER PLEASE SIGN HERE AND COMPLETE BELOW

By: DATE
------------------------------- ----------------------------

Name:
-----------------------------

Title:
----------------------------

- ----------------------------------
FIRM

- ----------------------------------
FIRM'S TAX IDENTIFICATION NUMBER

- ----------------------------------
STREET ADDRESS

- ----------------------------------
CITY/STATE/ZIP

<PAGE>

Consent of Independent Auditors

We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this Post-
Effective Amendment No. 39 to the Registration Statement (Form N-1A)(No.
2-60770) of Delaware Group Cash Reserve, Inc. of our report dated May 5, 1995,
included in the 1995 Annual Report to Shareholders of Delaware Group Cash
Reserve, Inc.

Ernst & Young LLP

Philadelphia, Pennsylvania
November 17, 1995

[FORM OF 12b-1 PLAN FOR CLASS B SHARES]

12b-1 Plan
Class B

The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by [FUND
NAME] (the "Fund") [,for the [SERIES NAME] (the "Series")] on behalf of the
_______________________ B Class (the "Class"), which Fund[, Series] and Class
may do business under these or such other names as the Board of
[Directors/Trustees] of the Fund may designate from time to time. The Plan has
been approved by a majority of the Board of [Directors/Trustees], including a
majority of the [Directors/Trustees] who are not interested persons of the Fund
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto ("non-interested
[Directors/Trustees]"), cast in person at a meeting called for the purpose of
voting on such Plan. Such approval by the [Directors/Trustees] included a
determination that in the exercise of reasonable business judgment and in light
of their fiduciary duties, there is a reasonable likelihood that the Plan will
benefit the Class and its shareholders. The Plan has been approved by a vote of
the holders of a majority of the outstanding voting securities of the Class, as
defined in the Act.

The Fund is a [corporation/common law trust] organized under the laws
of the [State of Maryland/Commonwealth of Pennsylvania], is authorized to issue
different series and classes of securities and is an open-end management
investment company registered under the Act. [Delaware Management Company,
Inc./Delaware International Advisers Ltd.] serves as the [Fund's/Series']
investment adviser and manager pursuant to an Investment Management Agreement.
Delaware Service Company, Inc. serves as the [Fund's/Series'] shareholder
servicing, dividend disbursing and transfer agent. Delaware Distributors, L.P.
(the "Distributor") is the principal underwriter and national distributor for
the [Fund's/Series'] shares, including shares of the Class, pursuant to the
Distribution Agreement between the Distributor and the [Fund/Series]
("Distribution Agreement").

<PAGE>

The Plan provides that:

1. (a) The Fund shall pay to the Distributor a monthly fee not to
exceed 0.75% (3/4 of 1%) per annum of the [Fund's/Series'] average daily net
assets represented by shares of the Class as may be determined by the Fund's
Board of [Directors/Trustees] from time to time.

(b) In addition to the amounts described in (a) above, the Fund
shall pay (i) to the Distributor for payment to dealers or others, or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
[Fund's/Series'] average daily net assets represented by shares of the Class, as
a service fee pursuant to dealer or servicing agreements.

2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the Class. Payments made to the Distributor under the Plan may be used for,
among other things, preparation and distribution of advertisements, sales
literature and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sale of Class shares.

(b) The monies to be paid pursuant to paragraph 1(b) above shall be
used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include confirming
that customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.

3. The Distributor shall report to the Fund at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of
[Directors/Trustees] of the Fund with such other information as the Board may
reasonably request in connection with the payments made under the Plan and the
use thereof by the Distributor and others in order to enable the Board to make
an informed determination of the amount of the Fund's payments and whether the
Plan should be continued.

<PAGE>

4. The officers of the Fund shall furnish to the Board of
[Directors/Trustees] of the Fund, for their review, on a quarterly basis, a
written report of the amounts expended under the Plan and the purposes for which
such expenditures were made.

5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one year
from the Commencement Date only so long as such continuance is specifically
approved at least annually by a vote of the Board of [Directors/Trustees] of the
Fund, and of the non-interested [Directors/Trustees], cast in person at a
meeting called for the purpose of voting on such Plan.

6.(a) The Plan may be terminated at any time by vote of a majority
of the non-interested [Directors/Trustees] or by vote of a majority of the
outstanding voting securities of the Class.

(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the shareholders of the Class.

7. All material amendments to this Plan shall be approved by the
non-interested [Directors/Trustees] in the manner described in paragraph 5
above.

8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested [Directors/Trustees] shall be committed to the
discretion of such non-interested [Directors/Trustees].

9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.