DELAWARE GROUP CASH RESERVE INC, 485BPOS, 1995-05-30

DELAWARE GROUP CASH RESERVE INC
485BPOS, 1995-05-30

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<PAGE> 1
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. 38 /X/
-------

AND

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

Amendment No. 38
-------

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: May 30, 1995
------------

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
- --------
X on May 30, 1995 pursuant to paragraph (b)
- --------
60 days after filing pursuant to paragraph (a)(1)
- --------
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> 2

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

This Post-Effective Amendment No. 38 to Registration File No. 2-60770
includes the following:

1. Facing Page

2. Contents Page

3. Cross-Reference Sheet

4. Part A - Prospectuses

5. Part B - Statement of Additional Information

6. Part C - Other Information

7. Signatures

<PAGE> 3

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

PART A
------

Item No. Description Page No.
- -------- ----------- --------
Delaware Delaware Delaware
Cash Cash Cash Reserve
Reserve Reserve Consultant
A Class B Class Class

1 Cover Page . . . . . . . . . . . . . . . 5 22 43

2 Synopsis . . . . . . . . . . . . . . . . 7 25 45

3 Condensed Financial Information. . . . . 8 27 48

4 General Description of Registrant . . . 10, 21 42, 28 76, 49

5 Management of the Fund . . . . . . . . . 20 40 72

6 Capital Stock and Other Securities . . . 21 42 76

7 Purchase of Securities Being Offered . . 13 32 57

8 Redemption or Repurchase . . . . . . . . 15 35 61

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

PART B
------

10 Cover Page . . . . . . . . . . . . . . . 77

11 Table of Contents. . . . . . . . . . . . 78

12 General Information and History. . . . . 124

13 Investment Objectives and Policies . . . 80

14 Management of the Registrant . . . . . . 113

*This filing relates to Registrant's Delaware Cash Reserve A Class, Delaware
Cash Reserve B Class and Delaware Cash Reserve Consultant Class for which there
are separate Prospectuses, with a common Part B and Part C covering the three
classes of shares.

<PAGE> 4

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

PART B
------
(Continued)

Item No. Description Page No.
- ------- ----------- --------
15 Control Persons and Principal Holders of
Securities. . . . . . . . . . . . . . . . . 115

16 Investment Advisory and Other Services . . . 98, 113, 124

17 Brokerage Allocation and Other Practices . . 92

18 Capital Stock and Other Securities . . . . . 125

19 Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . 94, 105, 104

20 Tax Status . . . . . . . . . . . . . . . . . 112

21 Underwriters . . . . . . . . . . . . . . . . 124

22 Calculation of Performance Data. . . . . . . 86

23 Financial Statements . . . . . . . . . . . . 133

PART C
------

24 Financial Statements and Exhibits. . . . . . 134

25 Persons Controlled by or under Common
Control with Registrant . . . . . . . . . 136

26 Number of Holders of Securities. . . . . . . 136

27 Indemnification. . . . . . . . . . . . . . . 136

28 Business and Other Connections of
Investment Adviser . . . . . . . . . . . . 137

29 Principal Underwriters . . . . . . . . . . . 141

30 Location of Accounts and Records . . . . . . 146

31 Management Services. . . . . . . . . . . . . 146

32 Undertakings . . . . . . . . . . . . . . . . 146

<PAGE> 5

The Delaware Group includes 22
different funds with a wide range
of investment objectives. Stock
funds, income funds, tax-free funds,
money market funds, global funds and
closed-end equity funds give
investors the ability to create a Delaware
portfolio that fits their personal Cash Reserve
financial goals. For more information, ---------------
contact your financial adviser or call A Class
Delaware Group at 800-523-4640, in NO SALES CHARGE
Philadelphia 215-988-1333.

(Photo of George Washington
crossing the Delaware River)

Investment Manager PROSPECTUS
Delaware Management Company, Inc.
One Commerce Square MAY 30, 1995
Philadelphia, PA 19103

National Distributor

WHILE THE FUND WILL
Delaware Distributors, L.P. MAKE EVERY EFFORT TO
1818 Market Street MAINTAIN A STABLE NET
Philadelphia, PA 19103 ASSET VALUE OF $1 PER
SHARE, THERE IS NO
ASSURANCE THAT THE
Shareholder Servicing, FUND WILL BE ABLE TO
Dividend Disbursing DO SO. THE SHARES OF
and Transfer Agent THE FUND ARE NEITHER
Delaware Service Company, Inc. INSURED NOR GUARANTEED
1818 Market Street BY THE 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
P-008-5/95-BP GROUP
Printed in the U.S.A. ========

<PAGE> 6

DELAWARE CASH RESERVE PROSPECTUS
A CLASS SHARES
May 30, 1995

- ----------------------------------------------------------------------------
1818 Market Street, Philadelphia, PA 19103
For Prospectus and Performance: Nationwide 800-523-4640,
Philadelphia 215-988-1333
Information on Existing Accounts: Nationwide 800-523-1918,
Philadelphia 215-988-1241

This Prospectus describes the Delaware Cash Reserve A Class of shares
("Class A Shares") of Delaware Group Cash Reserve, Inc. (the "Fund"). The
Fund is a professionally-managed mutual fund seeking maximum current income
while preserving principal and maintaining liquidity. The Fund intends to
achieve its objective by investing its assets in a diversified portfolio of
money market instruments.
The Fund is a money market fund. The minimum initial investment for the
Class A Shares is $1,000 and for subsequent investments is $25. The Class A
Shares are not subject to front-end or contingent deferred sales charges and
are not subject to annual 12b-1 Plan distribution expenses. See Buying
Shares.

This Prospectus relates only to the Class A Shares and sets forth
information that you should read and consider before you invest. Please
retain it for future reference. Part B of the registration statement, dated
May 30, 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, which will accompany any response to
requests for Part B.
The Fund also offers the Delaware Cash Reserve Consultant Class of shares
("Consultant Class Shares") and Delaware Cash Reserve B Class of shares
("Class B Shares"). Shares of those classes 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,
and shares of those classes are subject to ongoing 12b-1 Plan distribution
expenses pursuant to separate Plans adopted by the respective classes. Class
B Shares are also subject to a contingent deferred sales charge in instances
of redemption. Prospectuses for the Consultant Class Shares and Class B
Shares can be obtained by writing to Delaware Distributors, L.P. at the above
address or by calling the above numbers.

TABLE OF CONTENTS
Cover Page..................................... 1
Synopsis....................................... 2
Summary of Expenses............................ 3
Financial Highlights........................... 3
Investment Objective and Policy
Suitability.................................. 4
Investment Strategy.......................... 4
The Delaware Difference
Plans and Services........................... 5
Retirement Planning............................ 6
Buying Shares.................................. 7
Redemption and Exchange........................ 9
Dividends and Distributions.................... 12
Taxes.......................................... 13
Net Asset Value Per Share...................... 13
Management of the Fund......................... 14

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 DEOSITS. |
- ------------------------------------------------------------------------------

<PAGE> 7

SYNOPSIS

Capitalization
The Fund offers three classes of shares: the Delaware Cash Reserve A Class,
the Delaware Cash Reserve Consultant Class and the Delaware Cash Reserve B
Class. The Fund has a present authorized capitalization of ten billion shares
of common stock with a $.001 par value per share. Two billion shares of that
stock have been allocated to the Delaware Cash Reserve A Class, five hundred
million shares have been allocated to the Delaware Cash Reserve Consultant
Class and two billion shares have been allocated to the Delaware Cash Reserve
B Class. 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., 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.

Purchase Price
The Class A Shares offered by this Prospectus are available at net asset
value, without a front-end or contingent deferred sales charge and are not
subject to distribution fees under a Rule 12b-1 distribution plan. See Buying
Shares.

Minimum Investment
The minimum initial investment for the Class A Shares is $1,000 (see Part B
or contact your investment dealer for each Retirement Plan minimum), and
subsequent investments must be at least $25. See Buying Shares.

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

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. In
addition, the Fund is an open-end management investment company. The Fund's
portfolio of assets is diversified for purposes of the Investment Company Act
of 1940. 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 by
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 A Shares of the Fund are redeemed or exchanged at the net asset value
calculated after receipt of the redemption or exchange request. See Redemption
and Exchange.

<PAGE> 8
SUMMARY OF EXPENSES
<TABLE>
<CAPTION>

Annual Operating Expenses
Shareholder Transaction Expenses (as a percentage of average daily net assets)
- -------------------------------------------------------------------- ----------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases Management Fees................................. 0.49%
(as a percentage of offering price)...... ........... None 12b-1 Fees...................................... None
Maximum Sales Charge Imposed on Reinvested Dividends Other Operating Expenses........................ 0.52%
(as a percentage of offering price).................. None ------
Redemption Fees........................................ None* Total Operating Expenses..................... 1.01%
Exchange Fees.......................................... None** ======

</TABLE>

The purpose of this table is to assist the investor in understanding
the various costs and expenses that an investor in the Class A Shares will
bear directly or indirectly. *CoreStates Bank, N.A. currently charges $7.50
per redemption for redemptions payable by wire. **Exchanges are subject to the
requirements of each fund and a front-end sales charge may apply. See
Consultant Class Shares and Class B Shares for expense information about those
classes.

The following example illustrates the expenses that an investor would pay
on a $1,000 investment over various time periods, assuming (1) a 5% annual rate
of return and (2) redemption at the end of each time period. As noted in the
table above, the Fund charges no redemption fees.

1 year 3 years 5 years 10 years
------ ------- ------- --------
$10 $32 $56 $124

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.

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

FINANCIAL HIGHLIGHTS

The following financial highlights 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. 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.

- -----------------------------------------------------------------------------------------------------------------------------
Year Ended
3/31/95 3/31/94 3/31/93 3/31/92 3/31/91
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period(1).................... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000

Income From Investment Operations
- ---------------------------------
Net Investment Income...................................... 0.0394 0.0227 0.0283 0.0501 0.0727
Net Gains or Losses on Securities
(both realized and unrealized)........................... none none none none none
------- ------- ------- ------- -------
Total From Investment Operations......................... 0.0394 0.0227 0.0283 0.0501 0.0727
------- ------- ------- ------- -------
Less Distributions
- ------------------
Dividends (from net investment income)..................... (0.0394) (0.0227) (0.0283) (0.0501) (0.0727)
Distributions (from capital gains)......................... -- -- -- -- --
Returns of Capital......................................... -- -- -- -- --
------- ------- ------- ------- -------
Total Distributions...................................... (0.0394) (0.0227) (0.0283) (0.0501) (0.0727)
------- ------- ------- ------- -------
Net Asset Value, End of Period............................. $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
======= ======= ======= ======= =======
- --------------------------------------------------------------------------------------------------------------------------------
Total Return............................................... 4.01% 2.28% 2.87% 5.13% 7.52%
- ------------
- --------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted).................. $605,993 $699,112 $672,034 $911,548 $1,042,489
Ratio of Expenses to Average Daily Net Assets.............. 1.01% 1.00% 0.90% 0.81% 0.78%
Ratio of Net Investment Income to Average Daily
Net Assets............................................... 3.91% 2.27% 2.88% 5.04% 7.24%
</TABLE>

<PAGE> 9

- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended
3/29/90 3/30/89 3/31/88 3/26/87 3/27/86
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period(1).................... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000

Income From Investment Operations
- ---------------------------------
Net Investment Income...................................... 0.0820 0.0730 0.0629 0.0571 0.0748
Net Gains or Losses on Securities
(both realized and unrealized)........................... none none none none none
------- ------- ------- ------- -------
Total From Investment Operations......................... 0.0820 0.0730 0.0629 0.0571 0.0748
------- ------- ------- ------- -------

Less Distributions
- ------------------
Dividends (from net investment income)..................... (0.0820) (0.0730) (0.0629) (0.0571) (0.0748)
Distributions (from capital gains)......................... -- -- -- -- --
Returns of Capital......................................... -- -- -- -- --
------- ------- ------- ------- -------
Total Distributions...................................... (0.0820) (0.0730) (0.0629) (0.0571) (0.0748)
------- ------- ------- ------- -------
Net Asset Value, End of Period............................. $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
======= ======= ======= ======= =======
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return............................................... 8.51% 7.55% 6.48% 5.86% 7.74%
- ------------
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted).................. $1,087,547 $1,073,044 $986,408 $996,964 $1,286,897
Ratio of Expenses to Average Daily Net Assets.............. 0.82% 0.90% 0.88% 0.90% 0.81%
Ratio of Net Investment Income to Average Daily
Net Assets............................................... 8.20% 7.32% 6.29% 5.76% 7.49%

</TABLE>

- ------------
(1) All figures prior to January 1, 1991 have been restated to reflect a
stock recapitalization.

<PAGE> 10

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 suited 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.

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.

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; 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 so 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 approved by the Board of Directors or, if
such security is not so rated, the purchase of the security must be approved

<PAGE> 11

or ratified by the Board of Directors in accordance with the maturity,
quality and diversification conditions with which taxable money market funds
must comply. 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 90 days. Also, it
does not purchase any instruments with an effective remaining maturity of
more than 13 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 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.

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
(Philadelphia 215-988-1333)
Fund Information; Literature;
Price, Yield and Performance Figures

Shareholder Service Center
800-523-1918
(Philadelphia 215-988-1241)
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.
The representatives can answer any of your questions about your account, the
Fund, the 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 seven days a week, 24 hours a day.

<PAGE> 12

Account Statements

A statement of account will be mailed each quarter
summarizing all transactions during the period. Accounts in which there has
been activity will receive a monthly statement confirming transactions for
that period. 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 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
or you may be permitted to reinvest your distributions in other funds in the
Delaware Group without a sales charge, subject to eligibility and minimum
purchase requirements set forth in each fund's prospectus. The dividends from
Class A Shares may not be invested in the Class B Shares of the Fund or any
other Class B Shares of the funds in the Delaware Group of funds which offer
such a class of shares ("Class B Funds"). For more information about
reinvestment in shares of other funds in the Delaware Group, call the
Shareholder Service Center.

Exchange Privilege
The Exchange Privilege permits shareholders to exchange all or part of
their Class A Shares into shares of the other funds in the Delaware Group,
subject to the eligibility and minimum purchase requirements set forth in
each fund's prospectus, including any applicable front-end sales charges.
Exchanges are not permitted between Class A Shares and Class B Shares of the
Fund or other Class B Shares of the Class B Funds. See Redemption and
Exchange.

See Redemption and Exchange for additional information on exchanges.

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

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.

RETIREMENT PLANNING

The Class A Shares are also suitable for tax-deferred Retirement Plans.
Prototype Profit Sharing and Money Purchase Pension Plans are each subject to
a one-time fee of $200 per plan, or $300 for paired plans. No such fee is
charged for owner-only plans. All Prototype Profit Sharing and Money Purchase
Pension Plans are subject to an annual maintenance fee of $30 per participant
account. Each of the other Retirement Plans described below (other than
401(k) Defined Contribution Plans) is subject to an annual maintenance fee of
$15 for each participant's account, regardless of the number of funds
selected. Annual maintenance fees for 401(k) Defined Contribution Plans are
based on the number of participants in the Plan and the services selected by
the employer. Fees are quoted upon request. All of the fees noted above are
subject to change. Additional information about fees is contained in Part B.
The minimum initial investment for each Plan is $250; subsequent investments
must be at least $25.

<PAGE> 13

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-sponsore
d 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.

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.

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.

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.

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.

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
shares.

Prototype 401(k) Defined Contribution Plan
Permits employers to establish a tax-qualified plan based on salary
deferral contributions. An employer may elect to make profit sharing
contributions and/or matching contributions into the Plan.

BUYING SHARES

The Distributor serves as the national distributor for the Fund.
The minimum for initial investments of Class A Shares is $1,000 and all
subsequent investments must be $25 or more. All purchases are at net asset
value. There is no front-end or contingent deferred sales charge.
Retirement Plans have other minimums. Refer to Part B or call the
Shareholder Service Center for more information on these Plans.
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 Class A Shares 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.

Investing by Mail
1. Initial Purchases--An Investment Application must be completed, signed and
sent with a check payable to Delaware Cash Reserve A Class, to 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 A 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,
and should be used when you are making additional purchases. You can expedite
processing by including an investment slip with 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, it may delay processing your
investment. In addition, you must promptly send your Investment Application
to Delaware Cash Reserve A Class, New Accounts, to P.O. Box 7977,
Philadelphia, PA 19101.

<PAGE> 14

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.

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
the Class A Shares. The Class B Shares of the Fund and the Class B Shares of
the other Class B Funds may not be exchanged into the Class A Shares. If you
wish to open an account by exchange, call the Shareholder Service Center for
more information.

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 wish your employer or bank to 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 Class
A Shares account. Many shareholders use this as an automatic savings plan for
IRAs and other purposes. 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
Class A Shares account, you are obligated to reimburse the Fund.

Dividend Orders
Some shareholders want the dividends earned in one fund automatically
invested in another Delaware Group fund with a different investment
objective. For more information on the requirements of the other funds, see
Dividend Reinvestment Plan under The Delaware Difference or call the
Shareholder Service Center.

Purchase Price and Effective Date
The offering price (net asset value) of the Class A Shares is determined as
of the close of regular trading on the New York Stock Exchange (ordinarily, 4
p.m., Eastern time) on days when such 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 or exchange. If a
purchase is cancelled 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 purchases by check that are not drawn on a
domestic branch of a United States financial institution. If a check drawn on
a foreign financial institution is accepted, you may be subject to additional
bank charges for clearance and currency conversion.
Beginning April 1, 1995, following notice by the Fund, the Fund will assess
a service fee of $3.00 per month against any non-retirement accounts which
have remained below the $1,000 minimum balance for at least three consecutive
months. The fee will go to help defray the costs of maintaining low balance
accounts. No contingent deferred sales charges will apply to such
assessments.
The Fund also reserves the right, upon 60 days' written notice, to redeem
accounts that remain under $1,000 as a result of redemptions. An investor
making the minimum initial investment will be subject to involuntary
redemption if he or she redeems any portion of his or her account.

<PAGE> 15

Consultant Class Shares and Class B Shares

In addition to offering the Class A Shares, the Fund offers two other
classes of shares, the Class B Shares and the Consultant Class Shares, each
of which is described in a separate prospectus. The Consultant Class Shares
and the Class B 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. The Consultant Class Shares
have no front-end or contingent deferred sales charge; 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 Class B Shares
have no front-end sales charge, are subject to annual 12b-1 expenses equal to a
maximum of 1% (.25% of which are service fees paid to the Distributor,
dealers and others) and are subject to a contingent deferred sales charge
upon redemption. Sales or service compensation available in respect of these
classes, therefore, differs from that available to the Class A Shares. The
12b-1 Plan distribution expenses with respect to the Consultant Class Shares
and the Class B Shares, and the contingent deferred sales charge with respect
to the Class B Shares, may affect the performance of those classes. All three
classes of the Fund's shares have a proportionate interest in the underlying
portfolio of securities of the Fund. For the fiscal year ended March 31,
1995, the Total Operating Expenses, as a percentage of average daily net
assets, incurred by the Consultant Class Shares were 1.26%. For the fiscal
year ended March 31, 1995, the Total Operating Expenses, as a percentage of
average daily net assets, incurred by the Class B Shares were 2.01%,
annualized. See Part B for performance relating to these classes. To obtain a
prospectus which describes the Consultant Class Shares or the Class B Shares,
contact the Distributor.

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 funds, more aggressive bond funds or
tax-advantaged funds. Exchanges are subject to the eligibility and minimum
purchase requirements set forth in each fund's prospectus and all exchanges
from one fund or class to another pursuant to this privilege constitute
taxable events. See Taxes. Any applicable front-end sales charge will apply
to exchanges from money market funds, like the Fund, to other funds, except
for exchanges from money market funds involving assets that were previously
invested in a fund with a front-end sales charge and exchanges from a money
market fund involving the reinvestment of dividends. Class A Shares may not
be exchanged for Class B Shares of the Fund or the Class B Shares of the
other Class B Funds. Shares acquired in an exchange must be registered in the
state where they are so purchased. You may want to call us for more
information or consult your financial adviser or investment dealer to discuss
which funds in the Delaware Group will best meet your changing objectives and
the consequence of any exchange transaction.
Your shares will be redeemed or exchanged out of the Class based on the net
asset value next determined after we receive your request in good order.
Redemption or exchange requests received in good order after the time the
offering price of shares is determined, as noted above, will be processed on
the next business day. See Purchase Price and Effective Date under Buying
Shares. Except as otherwise noted below, for a redemption request to be in
"good order," you must provide your Class A Shares account number, account
registration, and the total number of shares or dollar amount of the
transaction. Exchange instructions and redemption requests must be signed by
the record owner(s) exactly as the shares are registered. With regard to
exchanges, you must also provide the name of the fund you want to receive the
proceeds. You may request a redemption or an exchange by calling the Fund at
800-523-1918 (in Philadelphia, 215-988-1241). The Fund reserves the right to
reject exchange requests at any time. The Fund may suspend or terminate, or
amend the terms of, the exchange privilege upon 60 days' written notice to
shareholders.

The Fund will not honor check, telephone or wire redemptions for Class A
Shares recently purchased by check unless it is reasonably satisfied that the
purchase check has cleared, which may take up to 15 days from the purchase
date. The Fund may honor written redemption requests, but will not mail the
proceeds until it is reasonably satisfied the purchase check has cleared. You
can avoid this potential delay if you purchase shares by wiring Federal Funds.
You may call the Shareholder Service Center to determine if your funds are
available for redemption. 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.
Different redemption and exchange methods are outlined below. 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 also 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 with respect to an account,
including selection of any of the features described below, shall continue in

<PAGE> 16

effect until revoked or modified in writing and until such time as such
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.

The Class A Shares of Delaware Group funds that carry a front-end sales
charge will be subject to a contingent deferred sales charge ("Limited CDSC")
upon redemption if the shares were purchased at net asset value without the
payment of a front-end sales charge and if a dealer's commission was paid to
a financial adviser, except in certain limited instances. Such shares may be
exchanged for shares of the Class A Shares of the Fund without the imposition
of the Limited CDSC at the time of the exchange. However, upon subsequent
redemption from the Class A Shares of the Fund or after a subsequent exchange
into a fund that is subject to the Limited CDSC, such shares will be subject
to the Limited CDSC imposed by the original fund whose shares were initially
exchanged into the Class A Shares. Shareholders will be given credit for the
period during which the Class A Shares were held.

Checkwriting Feature
Checkwriting is a convenient access feature that allows you to earn
dividends until your check is presented to the Fund.
You can request special checks by marking the box on the Investment
Application. There is a one-time $5 charge for this service.
Checks must be drawn for $500 or more and, unless
otherwise indicated on the Investment Application or checkwriting
authorization form, must be signed by all owners of the account.
You will be subject to CoreStates Bank, N.A.'s rules and regulations
governing similar accounts. If the amount of the check is greater than the
value of the shares in your account, the check will be returned and you may
be subject to a charge.
You may request a stop payment on checks by providing the Fund with a
written authorization (oral requests will be accepted only if followed
promptly with written authorization). Such requests will remain in effect for
six months unless renewed or cancelled. There will be a $5 charge per check
for each six-month period.
Checks paid will be returned to you semi-annually (January and July). If
you need a copy of a check prior to the regular mailing you may call the
Shareholder Service Center.
The Checkwriting Feature is not available for Retirement Plans. Also, since
dividends are declared daily, you may not use the Checkwriting Feature to
close your account. (See Part B for additional information.)

Written Redemption
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103 to
redeem some or all of your Class A 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.
The redemption request is effective when it is received in good order.
Payment is normally mailed the next business day, but no later than seven
days, after receipt of your request. The Fund does not issue certificates for
shares unless you submit a specific request. If your shares are in certificate
form, the certificate must accompany your request and also be in good order.

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

<PAGE> 17

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 Class A 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, the shareholder is acknowledging prior
receipt of a prospectus for the fund into which 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 record address. Checks will be
payable to the shareholder(s) of record and will normally be sent the next
business day, but no later 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. There are no fees for this 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 of
shares is determined, as noted above.

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 shares into any fund
in the Delaware Group under the same registration. Any such exchange is
subject to the same conditions and limitations as other exchanges noted
above. Telephone exchanges may be subject to limitations as to amounts or
frequency.

Systematic Withdrawal Plan
1. Regular Plans

This plan provides shareholders with a consistent monthly (or quarterly)
payment. This is particularly useful to shareholders living on fixed incomes,
since it provides 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.
In the alternative, 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
after two business days. There are no fees for this method. You can initiate
this 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 described above is
not available with respect to Retirement Plans.

For more information on both of these plans, call the Shareholder Service
Center.

<PAGE> 18

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 Class A Shares account and invested
automatically into one or more funds in the Delaware Group, subject to the
same conditions and limitations as other exchanges noted above. Shareholders
can also use the Wealth Builder Option to invest in the Class A Shares
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. See Investing by Exchange under Buying Shares.
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 DISTRIBUTIONS

The Fund declares a dividend to all shareholders of record at the time the
offering price 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 of 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. 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 the Fund will share proportionately in the investment income
and expenses of the Fund, except that the per share dividends and
distributions on the Class A Shares will be higher than the per share
dividends and distributions on the Class B Shares and the Consultant Class
Shares as the Class A Shares will not incur the expenses under the 12b-1
Plans for the Class B Shares and Consultant Class Shares. See Consultant
Class and Class B Shares under Buying Shares.
For the seven-day period ended March 31, 1995, the annualized current yield
of the Class A Shares was 5.13% and the compounded effective yield was 5.26%.
Both dividends and distributions will be automatically reinvested in your
account unless you elect otherwise. Any check in payment of dividends or other
distributions which cannot be delivered by the 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 take your
dividends and distributions in cash and such dividends and distributions are
in an amount of $25 or more, you may elect the Delaware Group's MoneyLine
service to enable such payments to be 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
this method. See Systematic Withdrawal Plan under Redemption and Exchange for
information regarding authorization of this service. This service is not
available with respect to Retirement Plans.
During the fiscal year ended March 31, 1995, dividends totaling $0.0394 per
share of the Class A Shares were paid from net investment income.
See The Delaware Difference for additional information.

<PAGE> 19
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.

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.

Each year, the Fund will mail 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.
Prospective 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 and redemption price of the Fund's shares is equal to the net
asset value ("NAV") per share of the Class A Shares 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 such 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 three 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 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 NAV per share of the Class B Shares, the Class A Shares
and the Consultant Class Shares is expected to be equivalent.
See Part B for additional information.

<PAGE> 20

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 supervising 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. In connection with the merger, a new Investment Management
Agreement between the Fund and the Manager was executed following shareholder
approval. As a result of the merger, DMH and the Manager became indirect,
wholly-owned subsidiaries of and are thus 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.

The Manager manages the Fund's portfolio, makes investment decisions and
implements them. The Manager also 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.

Performance Information
From time to time, the Fund may publish the "yield" and "effective yield"
for the Class A Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. The "yield" of the Class
A 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 the Class A 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.
The Fund may also publish aggregate and average annual total return
information concerning the Class which will reflect the compounded rate of
return of an investment in the Class over a specified period of time and will
assume the investment of all distributions at net asset value. Yield
fluctuates and is not guaranteed. Past performance is not an indication of
future results.

<PAGE> 21

Distribution and Service

The Distributor, Delaware Distributors, L.P. (which formerly conducted
business as Delaware Distributors, Inc.), serves as the national distributor
for the Fund under a Distribution Agreement dated April 3, 1995. The
Distributor bears all of the costs of promotion and distribution.

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. Certain recordkeeping and other
shareholder services that otherwise would be performed by the Transfer Agent
may be performed by certain other entities and the Transfer Agent may elect
to enter into an agreement to pay such other entities for these services.
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 Class A
Shares' ratio of expenses to average daily net assets for the fiscal year
ended March 31, 1995 was 1.01%.

Shares
Delaware Group Cash Reserve, Inc. was originally created in 1977, organized
as a Pennsylvania business trust in 1983 and reorganized as a Maryland
Corporation in 1990. The Fund currently has authorized capital of ten billion
shares of common stock, $.001 par value per share.

The Fund also offers Class B 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 Class A Shares,
except that the Class A Shares are not subject to, and may not vote on
matters affecting, the Plans under Rule 12b-1 relating to the Class B Shares
and the Consultant Class Shares. Similarly, the shareholders of the
Consultant Class Shares are not subject to, and may not vote on matters
affecting, the Fund's Plan under Rule 12b-1 relating to the Class B Shares,
and the shareholders of the Class B Shares may not vote on matters affecting
the Fund's Plan under Rule 12b-1 relating to the Consultant Class Shares.
However, the Class B Shares may vote on a proposal to increase materially the
fees to be paid by the Fund under the Rule 12b-1 Plan relating to the
Consultant Class Shares.

All such shares have equal voting rights and are equal in all other
respects. 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 Investment Company Act of 1940. 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 A Class is known as Delaware Cash Reserve A Class. From May
1992 to May 1994, the Delaware Cash Reserve A Class was known as the 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, the Delaware Cash Reserve Consultant
Class was known as the Delaware Cash Reserve Consultant class, which from
May 1992 to November 1992, was known as the Delaware Cash Reserve
(Institutional) class, and which, prior to May 1992, was known as the
consultant class. Cash Reserve B Class is known as Delaware Cash Reserve B
Class.

<PAGE> 22

The Delaware Group includes 22 different
funds with a wide range of investment
objectives. Stock funds, income funds,
tax-free funds, money market funds, global 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 at 800-523-4640, in
Philadelphia 215-988-1333.

Investment Manager
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA 19103

National Distributor

Delaware Distributors, L.P.

1818 Market Street
Philadelphia, PA 19103

Shareholder Servicing,
Dividend Disbursing
and Transfer Agent
Delaware Service Company, Inc.
1818 Market Street
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

P-055-5/95-PP
Printed in the U.S.A.

Delaware
Cash Reserve
------------
B Class

PROSPECTUS

MAY 30, 1995

(Photo of George Washington
crossing the Delaware River)

WHILE THE FUND WILL
MAKE EVERY EFFORT TO
MAINTAIN A STABLE NET ASSET
VALUE OF $1 PER SHARE, THERE
IS NO ASSURANCE THAT THE
FUND WILL BE ABLE TO DO SO.
THE SHARES OF THE FUND ARE
NEITHER INSURED NOR GUARANTEED
BY THE U.S. GOVERNMENT.

DELAWARE
GROUP
--------

<PAGE> 23

DELAWARE CASH RESERVE PROSPECTUS
B CLASS SHARES
May 30, 1995

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

This Prospectus describes the Delaware Cash Reserve B Class of shares (the
"Class B Shares") of Delaware Group Cash Reserve, Inc. (the "Fund"). The Class B
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. The 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 assessed against the shares for no
longer than approximately eight years after purchase. See Summary of Expenses;
and Automatic Conversion of Class B Shares under Buying Shares. The Fund is a
professionally-managed mutual fund seeking maximum current income while
preserving principal and maintaining liquidity. The Fund intends to achieve its
objective by investing its assets in a diversified portfolio of money market
instruments.
The Fund is a money market fund. The minimum initial investment for the Class
B Shares is $1,000 and for subsequent investments is $100. The Class B Shares
are also subject to a maximum purchase limitation of $250,000. The Fund will
therefore reject any order for purchase of more than $250,000 of Class B Shares.
There is no front-end sales charge. See Buying Shares.

The Fund's Class B Shares should be purchased only in conjunction with an
investment program involving other funds which offer Class B 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.
This Prospectus relates only to the Class B Shares and sets forth
information that you should read and consider before you invest. Please
retain it for future reference. Part B of the registration statement, dated
May 30, 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, which will accompany any 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"). The Class A Shares can be purchased directly
from the Fund or its Distributor, and have no front-end sales charge,
contingent deferred sales charge or annual 12b-1 Plan 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, and have no front-end sales charge or
contingent deferred sales charge; such shares, however, are subject to annual
12b-1 Plan expenses. Prospectuses for the Class A Shares and the Consultant
Class Shares can be obtained by writing to Delaware Distributors, L.P.
at the above address or by calling the above numbers.

TABLE OF CONTENTS
Cover Page................................ 1
Synopsis.................................. 2
Summary of Expenses....................... 3
Financial Highlights...................... 4
Investment Objective and Policy
Suitability............................. 5
Investment Strategy..................... 5
The Delaware Difference
Plans and Services...................... 7
Retirement Planning....................... 8
Buying Shares............................. 9
Redemption and Exchange................... 12
Dividends and Distributions............... 15
Taxes..................................... 15
Net Asset Value Per Share................. 16
Management of the Fund.................... 17

<PAGE> 24

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.

<PAGE> 25
SYNOPSIS

Capitalization

The Fund offers three classes of shares: the Delaware Cash Reserve B Class,
the Delaware Cash Reserve A Class and the Delaware Cash Reserve Consultant
Class. The Fund has a present authorized capitalization of ten billion shares
of common stock with a $.001 par value per share. Two billion shares of that
stock have been allocated to the Delaware Cash Reserve B Class; two billion
shares have been allocated to the Delaware Cash Reserve A Class; and five
hundred million shares have been allocated to the Delaware Cash Reserve
Consultant Class. 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., 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.

Purchase Price

The Class B Shares offered by this Prospectus 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 the shares for no longer than approximately eight years after
purchase. See Suitability; Buying Shares and Automatic Conversion of Class B
Shares thereunder; and Distribution (12b-1) and Service under Management of
the Fund.

Minimum Investment
The Class B 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. The minimum initial
investment for the Class B Shares is $1,000 (see Part B or contact your
investment dealer for each Retirement Plan minimum), and subsequent
investments must be at least $100. Class B Shares are also subject
to a maximum purchase limitation of $250,000. See Buying Shares.

Open-End Investment Company

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 by 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

The Class B Shares of the Fund are redeemed or exchanged at the net asset
value calculated after receipt of the redemption request, less, in the case
of redemptions, any applicable CDSC. Neither the Fund nor the Distributor
assesses any additional charges for redemptions or exchanges of the Class B
Shares. See Redemption and Exchange.

<PAGE> 26

SUMMARY OF EXPENSES

Shareholder Transaction Expenses
- ---------------------------------------------
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)........................... None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)........................... None
Contingent Deferred Sales Charge
(as a percentage of original purchase price or redemption
proceeds, whichever is lower)................................. 4%*
Redemption Fees................................................. None**

Annual Operating Expenses
(as a percentage of average daily net assets)
- ---------------------------------------------
Management Fees................................................. 0.49%
12b-1 Plan Expenses (including service fees).................... 1.00%***
Other Operating Expenses........................................ 0.52%
-----
Total Operating Expenses...................................... 2.01%****
=====

The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Class B 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. See Buying Shares. **CoreStates Bank, N.A. currently charges $7.50
per redemption for redemptions payable by wire. ***Class B Shares are subject to
a 12b-1 Plan. 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"). ****The Annual Operating
Expenses are based on the actual expenses incurred by the Class during the
period May 2, 1994 through March 31, 1995, and have been annualized. See Class A
Shares and the Consultant Class Shares for expense information about those
classes.
The following example illustrates the expenses that an investor would pay on a
$1,000 investment of Class B Shares of the Fund over various time periods,
assuming (1) a 5% annual rate of return and (2) redemption at the end of each
time period. As noted in the table above, if Class B Shares are redeemed within
six years after purchase, the Fund charges a CDSC with respect to Class B
Shares.

1 year 3 years 5 years 10 years
------ ------- ------- --------
$60 $93 $128 $214+

An investor would pay the following expenses on the same $1,000 investment,
assuming no redemption at the end of the period.

1 year 3 years 5 years 10 years
------ ------- ------- --------
$20 $63 $108 $214+

+At the end of no more than approximately eight years after purchase, Class B
Shares will automatically be converted into Consultant Class Shares of the
Fund. The above example assumes conversion of Class B Shares at the end of year
eight. 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. Years nine and ten
reflect expenses of the Consultant Class Shares. See Automatic Conversion of
Class B 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.

<PAGE> 27

FINANCIAL HIGHLIGHTS

The following financial highlights 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. 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.

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 contingent deferred sales
charge.

<PAGE> 28

INVESTMENT OBJECTIVE
AND POLICY

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.
The Class B 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. The Class B Shares may be
suitable for investors who desire the additional investment and
administrative services offered by such brokers and other entities.
The shares are designed for purchase as part of an investment program in
Class B Shares of Class B Funds (as defined below), or as a temporary
defensive option for holders of Class B Shares of other Class B Funds. Unlike
shares of most money market funds, the Fund's Class B 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 are
subject, such Class B 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. See Dividend
Reinvestment Plan and Exchange Privilege under The Delaware Difference.

<PAGE> 29

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;
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 so
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 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. 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 90 days. Also, it
does not purchase any instruments with an effective remaining maturity of
more than 13 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 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.

<PAGE> 30

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
(Philadelphia 215-988-1333)
Fund Information; Literature;
Price, Yield and Performance Figures

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

Account Statements

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

Tax Information
In January of each year, the Fund will mail 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. You
may be permitted to invest your distributions in the Class B Shares of the
other funds in the Delaware Group which offer Class B Shares subject to 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 contingent deferred sales charge if those
shares are later redeemed. See Automatic Conversion of Class B Shares under
Buying Shares for information concerning the automatic conversion of shares
acquired by reinvesting dividends.
The dividends derived from Class B Shares may be invested only in the Class
B Shares of the funds in the Delaware Group which offer that class of shares
(the "Class B Funds"). See Class B Funds under Buying Shares for a list of
funds offering Class B Shares. For more information about reinvestments, call
the Shareholder Service Center.

<PAGE> 31

Exchange Privilege
The Exchange Privilege permits shareholders to exchange all or part of
their Class B Shares only into the Class B Shares of the Class B Funds,
subject to the minimum purchase and other requirements set forth in each
fund's prospectus. Such exchanges are effected at net asset value without the
assessment of a front-end sales charge or a CDSC at the time of the exchange.

Class B Shares of the Fund may be acquired in an exchange only if the
shares being offered in exchange are Class B Shares from the Class B Funds.
Such exchanges also will be effected at net asset value and without the
imposition of a contingent deferred sales charge at the time of purchase. See
Investing by Exchange under How to Buy Shares and Redemption and Exchange.
See Redemption and Exchange for additional information on exchanges.

Wealth Builder Option
You may be permitted to elect to have amounts in your account automatically
invested in the Class B Shares of the Class B Funds. Investments under this
feature are exchanges and are therefore subject to the same conditions and
limitations as exchanges of Class B Shares of the Fund. See Redemption and
Exchange.

Financial Information about the Fund

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

RETIREMENT PLANNING

The Class B Shares also may be suitable for the tax-deferred Retirement
Plans described below. As relevant, each of the Retirement Plans described
below is subject to an annual maintenance fee of $15 for each participant's
account, regardless of the number of funds selected. Fees are quoted upon
request. All of the fees noted above are subject to change. Additional
information about fees is contained in Part B. The minimum initial investment
for each Plan is $250; subsequent investments must be at least $25.
Certain shareholder investment services available to non-retirement plan
shareholders may not be available to Retirement Plan shareholders. For
additional information on any of the Plans and Delaware's retirement services,
call the Shareholder Service Center or see Part B.

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.

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.

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.

<PAGE> 32

BUYING SHARES

The Distributor serves as the national distributor for the Fund.
Class B 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. The minimum initial purchase of Class B
Shares is $1,000 and all subsequent purchases must be at least $100. Class B
Shares are also subject to a maximum purchase limitation of $250,000.
Retirement Plans have other minimums. Refer to Part B or call the Shareholder
Service Center for more information on these Plans.

The Class B Shares may be purchased at net asset value without the
imposition of a front-end sales charge at the time of purchase so that 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 funds. As discussed below, however, Class B
Shares are subject to annual 12b-1 Plan expenses of up to a maximum of 1% for
no longer than 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 the distribution and related services provided to,
and the related expenses borne on behalf of the Class B Shares in connection
with the sale of the Class B Shares, including compensation paid to dealers
or brokers for selling Class B Shares. Payments to the Distributor and others
under the 12b-1 Plan relating to the Class B Shares, is up to a maximum of 1%
(.25% of which are service fees to be paid to the Distributor, dealers and
others for providing personal service and/or maintaining shareholder
accounts). The combination of the CDSC and the proceeds of the 12b-1 Plan
fees facilitates the ability of the Fund to sell the Class B Shares.
Holders of the Class B Shares exercising the exchange privilege described
below will continue to be subject to the CDSC schedule of the Class B Shares
described in this Prospectus. Such 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 dividends, 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 after purchase before the shares will automatically convert into
Consultant Class Shares.
Class B Shares of a fund acquired through a reinvestment of dividends 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 dividend reinvestment. See Dividend Reinvestment
Plan under The Delaware Difference.

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

Contingent Deferred Sales Charge

Class B Shares redeemed within six years of purchase may be subject to a
CDSC at the rates set forth below, charged as a percentage of the dollar
amount subject thereto. 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 the shares at the time of redemption. The
net asset value of the Class B Shares at the time of purchase and at the time
of redemption is expected to be the same if redeemed directly from the Fund.
For purposes of the above formula, the "net asset value at the time of
purchase" will be the net asset value at purchase of the Class B Shares of
the Fund even if those shares are later exchanged for Class B Shares of
another Delaware Group fund and, 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 into which the shares have been exchanged. In
addition, no CDSC will be assessed on redemption of shares received upon
reinvestment of dividends or capital gains distributions.

<PAGE> 33
The following table sets forth the rates of the CDSC for the Class B Shares
of the Fund:

Contingent Deferred
Sales Charge
(as a Percentage
Year After of Dollar Amount
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, the Class B Shares will continue
to be subject to annual 12b-1 Plan expenses of 1% of the average daily net
assets representing 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 representing such shares.

In determining whether a CDSC is applicable to a redemption, the
calculation will be determined in a manner that results in the lowest
possible rate being charged. Therefore, with respect to the Class B Shares,
it will be assumed that the redemption is first for shares held over six
years or shares acquired pursuant to reinvestment of dividends or
distributions and then of shares held longest during the six-year period. The
charge will not be applied to dollar amounts representing an increase in the
net asset value since the time of purchase, if any. All investments made
during a calendar month, regardless of when during 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 redemptions of Class B Shares in connection with the
following redemptions: (i) redemptions effected pursuant to 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 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 IRA, 403(b)(7) Deferred Compensation Plan or 457
Deferred Compensation Plan due to death or disability.

12b-1 Distribution Plan
Pursuant to the distribution plan adopted by the Fund pursuant to Rule
12b-1 under the Investment Company Act of 1940 with respect to the Class B
Shares, the Fund is permitted to pay the Distributor annual distribution fees
payable monthly of 1% of the average daily net assets of the Class B Shares
in order to compensate the Distributor for providing distribution and related
services and bearing certain expenses on behalf of the Class B Shares. For a
more detailed discussion of the 12b-1 Plan relating to the Class B Shares,
see Distribution (12b-1) and Service.

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

Class A Shares and the Consultant Class Shares

In addition to offering the Class B Shares, the Fund offers two other classes
of shares, the Class A Shares and the Consultant Class Shares, each of which are
described in a separate prospectus. The Class A Shares can be purchased directly
from the Fund or its Distributor, and have no front-end or contingent deferred
sales charge or annual 12b-1 Plan expenses. The 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. The Consultant Class Shares have no front-end or contingent
deferred sales charge; 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 the Consultant Class Shares and the Class B Shares, and the contingent
deferred sales charge with respect to the Class B Shares, may affect the
performance of those classes. All three classes of the Fund's shares have a
proportionate interest in the underlying portfolio of securities of the Fund.
For the fiscal year ended March 31, 1995, the Total Operating Expenses, as a
percentage of average daily net assets, for the Class A Shares were 1.01% and

<PAGE> 34
for the Consultant Class Shares were 1.26%. See Part B for performance
information relating to those classes. To obtain a prospectus which describes
the Class A Shares or the Class B Shares, contact the Distributor.

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 Class B Shares 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.

Investing by Mail
1. Initial Purchases--An Investment Application must be completed, signed and
sent with a check payable to Delaware Cash Reserve B Class, to 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. 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,
and should be used when you are making additional purchases. You can expedite
processing by including an investment slip with your check when making
additional purchases. Your investment may be delayed if you send
additional purchases by certified mail.

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, it may delay processing your
investment. In addition, you must promptly send your Investment Application
to Delaware Cash Reserve B Class, New Accounts, to 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.

Investing by Exchange
If you have an investment in the Class B Shares of the Class B Funds, you
may write and authorize an exchange of part or all of your investment into
the Class B Shares of the Fund. Except for exchanges from other Class B
Shares, exchanges into the Class B Shares of the Fund will not be permitted
from the Class A Shares or other classes of shares within the Fund or of any
of the other funds in the Delaware Group. See Exchange Privilege under The
Delaware Difference and Redemption and Exchange.
Class B Shares of the Fund acquired by exchange will continue to carry the
contingent deferred sales charge and automatic conversion schedules of the
fund from which the exchange was made. The holding period of the Class B
Shares of the Fund will be added to that of the exchanged shares for purposes
of determining the time of automatic conversion into the Consultant Class
Shares of the Fund. If you wish to open an account by exchange, call the
Shareholder Service Center for more information.
Permissible exchanges into Class B Shares of the Fund are effected, at the
time of the exchange, without the imposition of a contingent deferred sales
charge from the fund from which the shares are being exchanged.

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

<PAGE> 35

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
Class B Shares 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 such 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 or exchange. If a
purchase is cancelled 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 purchases by check that are not drawn on a
domestic branch of a United States financial institution. If a check drawn on
a foreign financial institution is accepted, you may be subject to additional
bank charges for clearance and currency conversion.
Beginning April 1, 1995, following notice by the Fund, the Fund will assess
a service fee of $3.00 per month against any non-retirement accounts which
have remained below the $1,000 minimum balance for at least three consecutive
months. The fee will go to help defray the costs of maintaining low balance
accounts. No CDSC will apply to such assessments.
The Fund also reserves the right, upon 60 days' written notice, to redeem
accounts that remain under $1,000 as a result of redemptions. An investor
making the minimum initial investment will 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 funds, more aggressive bond funds or
tax-advantaged funds. Exchanges are subject to the requirements of each fund
and all exchanges from one fund or class to another pursuant to this
privilege constitute taxable events. See Taxes. Shares acquired in an
exchange must be registered in the state where they are so purchased. You may
want to call us for more information or 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.
Your shares will be redeemed or exchanged based on the net asset value 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. Except as otherwise noted below, for
a redemption request to be in "good order," you must provide your Class B
Shares account number, account registration, and the total number of shares
or dollar amount of the transaction. If a shareholder of Class B Shares
submits a redemption request for a specific dollar amount, the Fund will
redeem that number of shares necessary to deduct the applicable CDSC and
tender to the shareholder the requested amount to the extent enough shares
are then held in the shareholder account. With regard to exchanges, 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)
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 reserves the right to reject exchange requests at any time. The Fund
may suspend or terminate, or amend the terms of, the exchange privilege upon
60 days' written notice to shareholders.

<PAGE> 36

The Fund will not honor telephone or wire redemptions for Class B Shares
recently purchased by check unless it is reasonably satisfied that the
purchase check has cleared, which may take up to 15 days from the purchase
date. The Fund may honor written redemption requests, but will not mail the
proceeds until it is reasonably satisfied the purchase check has cleared. You
can avoid this potential delay if you purchase shares by wiring Federal
Funds. You may call the Shareholder Service Center to determine if your funds
are available for redemption. The Fund reserves the right to reject a
telephone redemption request or delay payment of telephone redemption
proceeds if there has been a recent change to the shareholder's address of
record.
The Class B Shares of the Fund may be exchanged only for the Class B Shares
of any of the Class B Funds. See Exchange Privilege under The Delaware
Difference. In each instance, permissible exchanges are subject to the
minimum purchase and other requirements set forth in each prospectus.

As described above, shareholders of the Class B Shares may exchange their
shares ("outstanding Class B Shares") for the Class B Shares of the Class B
Funds ("new Class B Shares"). Shareholders of the Class B Shares exercising
the exchange privilege will not be subject to a CDSC that might otherwise be
due upon redemption of the outstanding Class B Shares. However, such
shareholders will continue to be subject to the CDSC and automatic conversion
schedules of the outstanding Class B Shares described in this Prospectus and
any CDSC assessed upon redemption will be charged by the Fund. The Fund's
CDSC schedule may be higher than the CDSC schedule relating to the new Class
B Shares acquired as a result of the exchange. For purposes of computing the
CDSC that may be payable upon a disposition of the new Class B Shares, the
holding period for the outstanding Class B Shares is added to the holding
period of the new Class B Shares. The automatic conversion schedule of the
outstanding Class B Shares may be longer than that of the new Class B Shares.
Consequently, an investment in new Class B Shares by exchange may subject an
investor to the higher 12b-1 fees applicable to Class B Shares for a longer
time than if the investment in new Class B Shares were made directly.

Different redemption and exchange methods are outlined below. Except for
the CDSC with respect to redemption of Class B Shares, there is no fee
charged by the Fund or the Distributor for redeeming or exchanging your Class
B Shares, but such fees could be charged in the future. You may also 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 with respect to an account,
including selection of any of the features described below, shall continue in
effect until revoked or modified in writing and until such time as such
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 Class B 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.

The redemption request is effective when it is received in good order.
Class B Shares may be subject to a CDSC. Payment is normally mailed the next
business day, but no later than seven days, after receipt of your request.
The Fund does not issue certificates for the Class B Shares.

Written Exchange
You can also write to the Fund (at 1818 Market Street, Philadelphia, PA
19103) to request an exchange of any or all of your Class B Shares into other
Class B Shares of the Class B Funds, subject to the same conditions and
limitations as other exchanges noted above.

Telephone Redemption and Exchange
The Telephone Redemption service enabling you to have redemption proceeds
mailed to your address of record and the Telephone Exchange service, both of
which are described below, are automatically provided unless the Fund
receives written notice from the shareholder to the contrary. The Fund
reserves the right to modify, terminate or suspend these procedures upon 60
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.

<PAGE> 37

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, the shareholder is acknowledging prior
receipt of a prospectus for the fund into which shares are being exchanged.

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 the Class B Shares, there are no fees for this 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 of shares is
determined, as noted above.

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. Class B Shares can be exchanged only for
other Class B Shares of the Class B Funds, subject to the same conditions and
limitations as other exchanges noted above.
You or your investment dealer of record can exchange shares into a Class B
Fund in the Delaware Group under the same registration. 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.

Wealth Builder Option
Holders of Class B Shares may elect to invest in the Class B Shares of other
Class B Funds 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 Class B Shares account and invested
automatically into the shares of one or more Class B Funds. Investments under
this option are exchanges and are therefore subject to the same conditions and
limitations as other exchanges noted above.
Shareholders can also use the Wealth Builder Option to invest in the Class
B Shares 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 into the Class B Shares of the Fund. See Investing by
Exchange under Buying Shares. 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.

<PAGE> 38

DIVIDENDS AND DISTRIBUTIONS

The Fund declares a dividend to all shareholders of record of the Class B
Shares 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 of the Class B 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.
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 the Class B Shares will be lower than the per
share dividends and distributions on the Class A Shares and the Consultant
Class Shares as a result of the higher expenses under the 12b-1 Plan relating
to the Class B Shares; and (ii) the per share dividends and distributions on
both the Class B Shares and the Consultant Class Shares will be lower than
the per share dividends and distributions on the Class A Shares as such class
will not incur any expenses under the 12b-1 Plans. 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%.
Both dividends and distributions will be automatically
reinvested in your account unless you elect otherwise. Any check in payment
of dividends or other distributions which cannot be delivered by the 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 elect the Delaware
Group's MoneyLine service to enable such payments to be 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 this method. You can initiate this 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. This service is not available with respect to
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 additional information.

TAXES

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.

<PAGE> 39

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 no longer than approximately eight years after
purchase will be tax-free for federal income tax purposes. Shareholders
should consult their own tax advisers regarding specific questions as to
federal, state, local or foreign taxes. See Automatic Conversion of Class B
Shares under Buying Shares.

Each year, the Fund will mail 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. Prospective 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 the Class B Shares is equal to the net asset value
("NAV") per share of the Class B Shares 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 such
exchange is open.

<PAGE> 40

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 supervising 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. In connection with the merger, a new Investment Management
Agreement between the Fund and the Manager was executed following shareholder
approval. As a result of the merger, DMH and the Manager became indirect,
wholly-owned subsidiaries of and are thus 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.

The Manager manages the Fund's portfolio, makes investment decisions and
implements them. The Manager also pays the Fund's rent and the salaries of all
the directors, officers and employees of the Fund who are affiliated with the
Manager.

Performance Information

From time to time, the Fund may publish the "yield" and "effective yield"
for the Class B Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. The "yield" of the Class
B 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 the Class B 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 the Class B Shares
which will reflect the compounded rate of return of an investment in the
Class B Shares 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.

<PAGE> 41

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 under a Distribution Agreement dated April 3, 1995.

The Fund has adopted a distribution plan under Rule 12b-1 (the "Plan") for
the Class B Shares which permits the Fund to pay the Distributor from Class
assets a monthly fee for its services and expenses in distributing and
promoting sales of its 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 the Class B 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 and increase sales of such shares. In addition,
the Fund may make payments from the assets of the Class B 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 12b-1 Plan expenses relating to the Class B 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 Class B Shares' assets to the
Distributor and others under the Plan 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
the Class B Shares' average daily net assets in any year. The Class B Shares
will not incur any distribution expenses beyond these limits, which may not
be increased without shareholder approval. The Distributor may, however,
incur additional expenses and make additional payments to dealers from its
own resources to promote the distribution of Class B Shares.
The Fund has also adopted a plan under Rule 12b-1 for the 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. The 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 the 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 the Consultant Class Shares.
The Class A Shares do not have a 12b-1 Plan. Such shares are not included
in calculating the expenses under the 12b-1 Plans, and the Plans are not used
to assist in the distribution and marketing of the Class A Shares.
While 12b-1 Plan expenses may not exceed 1% annually with respect to the Class
B Shares and .30% annually with respect to the 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 staff of the Securities and Exchange Commission ("SEC") has proposed
amendments to Rule 12b-1 and other related regulations that could impact Rule
12b-1 Distribution Plans. The Fund intends to amend the Plans, if necessary,
to comply with any new rules or regulations the SEC may adopt with respect to
Rule 12b-1.
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.

<PAGE> 42

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 12b-1 Plan.

Shares
Delaware Group Cash Reserve, Inc. was originally created in 1977, organized
as a Pennsylvania business trust in 1983 and reorganized as a Maryland
corporation in 1990. The Fund currently has authorized capital of ten billion
shares of common stock, $.001 par value per share.

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 Class B Shares,
except that the Class A Shares are not subject to, and may not vote on
matters affecting, the Plans under Rule 12b-1 relating to the Class B Shares
and the Consultant Class Shares. Similarly, the shareholders of the
Consultant Class Shares are not subject to, and may not vote on matters
affecting, the Fund's Plan under Rule 12b-1 relating to the Class B Shares,
and the shareholders of the Class B Shares are not subject to, and may not
vote on matters affecting, the Fund's Plan under Rule 12b-1 relating to the
Consultant Class Shares. However, the Class B Shares may vote on a proposal
to increase materially the fees to be paid by the Fund under the Rule 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 Investment Company Act of 1940. 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, the
Delaware Cash Reserve A Class was known as the 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, the Delaware Cash Reserve Consultant Class was known as the Delaware
Cash Reserve Consultant class, which from May 1992 to November 1992, was known
as the Delaware Cash Reserve (Institutional) class, and which, prior to May
1992, was known as the consultant class.

<PAGE> 43
Delaware
Cash Reserve
------------
CONSULTANT
CLASS

NO SALES CHARGE

PROSPECTUS

MAY 30, 1995

The Delaware Group includes 22 different
funds with a wide range of investment
objectives. Stock funds, income funds,
tax-free funds, money market funds, global 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 at 800-523-4640, in
Philadelphia 215-988-1333.

Investment Manager
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA 19103

National Distributor

Delaware Distributors, L.P.

1818 Market Street
Philadelphia, PA 19103

Shareholder Servicing,
Dividend Disbursing
and Transfer Agent (PHOTO OF GEORGE WASHINGTON
Delaware Service Company, Inc. CROSSING THE DELAWARE)
1818 Market Street
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

P-028-5/95-BP
Printed in the U.S.A.

DELAWARE
GROUP
============

<PAGE> 44

DELAWARE CASH RESERVE PROSPECTUS
CONSULTANT CLASS SHARES
May 30, 1995

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

This Prospectus describes the Delaware Cash Reserve Consultant Class of
shares (the "Consultant Class Shares") of Delaware Group Cash Reserve, Inc.
(the "Fund"). 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. The Fund is a
professionally-managed mutual fund seeking maximum current income while
preserving principal and maintaining liquidity. The Fund intends to achieve
its objective by investing its assets in a diversified portfolio of money
market instruments.
The Fund is a money market fund. The minimum initial investment for the
Consultant Class Shares is $1,000 and for subsequent investments is $25. See
Buying Shares. The Consultant Class Shares have no front-end or contingent
deferred sales charges, but are subject to annual 12b-1 Plan distribution
expenses. See Distribution (12b-1) and Service under Management of the Fund.

This Prospectus relates only to the Consultant Class Shares and sets forth
information that you should read and consider before you invest. Please retain
it for future reference. Part B of the registration statement, dated May 30,
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, which will accompany any response to requests for Part B.
The Fund also offers the Delaware Cash Reserve A Class ("Class A Shares")
and Delaware Cash Reserve B Class ("Class B Shares"). Class A Shares can be
purchased directly from the Fund or its Distributor, and have no front-end or
contingent deferred sales charges and are not subject to annual 12b-1 Plan
distribution expenses. Class B 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
have no front-end sales charge, but are subject to annual 12b-1 Plan
distribution expenses and a contingent deferred sales charge upon redemption.
A prospectus for those classes can be obtained by writing to Delaware
Distributors, L.P. at the above address or by calling the above numbers.

TABLE OF CONTENTS Retirement Planning............... 8
Cover Page............... 1 Buying Shares..................... 9
Synopsis................. 2 Redemption and Exchange........... 11
Summary of Expenses...... 3 Dividends and Distributions....... 14
Financial Highlights..... 4 Taxes............................. 15
Investment Objective and Net Asset Value Per Share......... 16
Policy Management of the Fund............ 16
Suitability.......... 5
Investment Strategy.... 5
The Delaware Difference
Plans and Services..... 7

- ----------------------------------------------------------------------------
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.

<PAGE> 45

SYNOPSIS

Capitalization
The Fund offers three classes of shares: Delaware Cash Reserve Consultant
Class, Delaware Cash Reserve A Class and Delaware Cash Reserve B Class. The
Fund has a present authorized capitalization of ten billion shares of common
stock with a $.001 par value per share. Five hundred million shares of that
stock have been allocated to the Delaware Cash Reserve Consultant Class, two
billion shares have been allocated to the Delaware Cash Reserve A Class and
two billion shares have been allocated to the Delaware Cash Reserve B Class.
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., 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.

Purchase Price
Consultant Class Shares offered by this Prospectus are available at net
asset value, without a front-end or contingent deferred sales charge and are
subject to distribution fees under a Rule 12b-1 distribution plan. See
Buying Shares; and Distribution (12b-1) and Service under Management of
the Fund.

Minimum Investment
The 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. The minimum
initial investment for the Consultant Class Shares is $1,000 (see Part B or
contact your investment dealer for each Retirement Plan minimum), and
subsequent investments must be at least $25. See Buying Shares.

<PAGE> 46

Open-End Investment Company

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 by 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
Consultant Class Shares are redeemed or exchanged at the net asset value
calculated after receipt of the redemption or exchange request. See Redemption
and Exchange.

<PAGE> 47

SUMMARY OF EXPENSES

Shareholder Transaction Expenses
- ---------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price).................. None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price).................. None
Redemption Fees........................................ None*
Exchange Fees.......................................... None**

Annual Operating Expenses

(as a percentage of average daily net assets)
- ---------------------------------------------------------------------
Management Fees........................................ 0.49%
12b-1 Fees............................................. 0.25%
Other Operating Expenses............................... 0.52%
------
Total Operating Expenses............................. 1.26%
======

The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Consultant Class Shares will
bear directly or indirectly. *CoreStates Bank, N.A. currently charges $7.50
per redemption for redemptions payable by wire. **Exchanges are subject to
the requirements of each fund and a front-end sales charge may apply. See
Class A Shares and Class B Shares for expense information about those classes.

The following example illustrates the expenses that an investor would pay
on a $1,000 investment over various time periods, assuming (1) a 5% annual
rate of return and (2) redemption at the end of each time period. As noted in
the table above, the Fund charges no redemption fees.

1 year 3 years 5 years 10 years
------ ------- ------- ---------
$13 $40 $69 $152

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.

<PAGE> 48

FINANCIAL HIGHLIGHTS

The following financial highlights 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. 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.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period
3/10/88(1)
Year Ended through
3/31/95 3/31/94 3/31/93 3/31/92 3/31/91 3/29/90 3/30/89 3/31/88

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period(2) . . . . . . . . . . . . . 1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000

Income From Investment Operations
- ---------------------------------
Net Investment Income . . . . . . . 0.0369 0.0202 0.0259 0.0476 0.0702 0.0795 0.0705 0.0035
Net Gains or Losses on Securities
(both realized and unrealized) . . none none none none none none none none
------- -------- ------- ------- ------- ------- ------- -------
Total From Investment Operations. 0.0369 0.0202 0.0259 0.0476 0.0702 0.0795 0.0705 0.0035
------- -------- ------- ------- ------- ------- ------- -------
Less Distributions
- ------------------
Dividends (from net investment
income) . . . . . . . . . . . . (0.0369) (0.0202) (0.0259) (0.0476) (0.0702) (0.0795) (0.0705) (0.0035)
Distributions (from capital
gains) . . . . . . . . . . . . . . -- -- -- -- -- -- -- --
Returns of Capital . . . . . . . . -- -- -- -- -- -- -- --
------- -------- ------- ------- ------- ------- ------- -------
Total Distributions . . . . . . . (0.0369) (0.0202) (0.0259) (0.0476) (0.0702) (0.0795) (0.0705) (0.0035)
------- -------- ------- ------- ------- ------- ------- -------
Net Asset Value, End of Period . . $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
======= ======== ======= ======= ======= ======= ======= =======
Total Return . . . . . . . . . . . 3.75% 2.04% 2.62% 4.87% 7.25% 8.24% 7.28% 5.91%
- ------------
- -----------------------------------------------------------------------------------------------------------------------------

Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period
(000's omitted) . . . . . . . . . $18,386 $22,561 $13,191 $26,183 $27,581 $26,350 $13,841 $301
Ratio of Expenses to Average
Daily Net Assets . . . . . . . . 1.26% 1.25% 1.15% 1.06% 1.03% 1.07% 1.15% (1)
Ratio of Net Investment Income
to Average Daily Net Assets . . . 3.66% 2.29% 2.63% 4.79% 6.99% 7.95% 7.07% (1)

</TABLE>

- --------------
(1)March 10, 1988 was the date of the Delaware Cash Reserve Consultant Class'
initial public sale; total return has been annualized; the ratios of
expenses and net investment income to average daily net assets have been
omitted as management believes that such ratios for this relatively short
period are not meaningful.
(2)All figures prior to January 1, 1991 have been restated to reflect a stock
recapitalization.

<PAGE> 49

INVESTMENT OBJECTIVE
AND POLICY

SUITABILITY
The Fund is suited 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.
Shares of the Class 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. The Class may be suitable
for investors who desire the additional investment and administrative
services offered by such brokers and other entities.

<PAGE> 50

<PAGE> 51

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;
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 so
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 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. 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 90 days. Also, it
does not purchase any instruments with an effective remaining maturity of
more than 13 months.

<PAGE> 52

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 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.

<PAGE> 53

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
(Philadelphia 215-988-1333)
Fund Information; Literature;
Price, Yield and Performance Figures

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

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 seven days a week, 24 hours a day.

<PAGE> 54

Account Statements

A statement of account will be mailed each quarter summarizing all
transactions during the period. Accounts in which there has been activity will
receive a monthly statement confirming transactions for that period. You should
examine statements and confirmations immediately and promptly report any
discrepancy by calling the Shareholder Service Center.

Tax Information
In January of each year, the Fund will mail 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
or you may be permitted to reinvest your distributions in other funds in the
Delaware Group without a sales charge, subject to eligibility and minimum
purchase requirements set forth in each fund's prospectus. Dividends on
shares of the Consultant Class Shares may not be invested in the Class B
Shares of the Fund or any other Class B Shares of the funds in the Delaware
Group which offer such a class of shares ("Class B Funds"). For more
information about reinvestments in shares of other funds in the Delaware
Group, call the Shareholder Service Center.

Exchange Privilege
The Exchange Privilege permits shareholders to exchange all or part of
their Consultant Class Shares into shares of the other funds in the Delaware
Group, subject to the eligibility and minimum purchase requirements set forth
in each fund's prospectus, including any applicable front-end sales charges.
Exchanges are not permitted between Consultant Class Shares and Class B
Shares of the Fund or other Class B Shares of the Class B Funds. See Redemption
and Exchange.

See Redemption and Exchange for additional information on exchanges.

<PAGE> 55

Financial Information about the Fund

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

RETIREMENT PLANNING

The Consultant Class Shares are also suitable for tax-deferred Retirement
Plans. Prototype Profit Sharing and Money Purchase Pension Plans are each
subject to a one-time fee of $200 per plan, or $300 for paired plans. No such
fee is charged for owner-only plans. All Prototype Profit Sharing and Money
Purchase Pension Plans are subject to an annual maintenance fee of $30 per
participant account. Each of the other Retirement Plans described below
(other than 401(k) Defined Contribution Plans) is subject to an annual
maintenance fee of $15 for each participant's account, regardless of the
number of funds selected. Annual maintenance fees for 401(k) Defined
Contribution Plans are based on the number of participants in the Plan and
the services selected by the employer. Fees are quoted upon request. All of
the fees noted above are subject to change. Additional information about
fees is contained in Part B. The minimum initial investment for each Plan is
$250; subsequent investments must be at least $25.

<PAGE> 56

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.

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.

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.

<PAGE> 57

BUYING SHARES

The Distributor serves as the national distributor for the Fund.
The Consultant Class 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. The minimum for initial
investments of shares is $1,000 and all subsequent investments must be at
least $25. All purchases are at net asset value. There is no front-end or
contingent deferred sales charge.
Retirement Plans have other minimums. Refer to Part B or call the
Shareholder Service Center for more information on these Plans.
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 Consultant Class Shares 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.

Investing by Mail
1. Initial Purchases--An Investment Application must be completed, signed and
sent with a check payable to Delaware Cash Reserve Consultant Class, to 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 Consultant 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,
and should be used when you are making additional purchases. You can expedite
processing by including an investment slip with your check when making
additional purchases. Your investment may be delayed if you send
additional purchases by certified mail.

<PAGE> 58

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, it may delay processing your
investment. In addition, you must promptly send your Investment Application
to Delaware Cash Reserve Consultant Class, New Accounts, to 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.

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
the Consultant Class Shares. The Class B Shares of the Fund and the Class B
Shares of the other Class B Funds may not be exchanged into the Consultant
Class Shares. If you wish to open an account by exchange, call the
Shareholder Service Center for more information.

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

<PAGE> 59

* * *

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
Consultant Class Shares account, you are obligated to reimburse the Fund.

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

<PAGE> 60

Class A Shares and Class B Shares

In addition to offering the Consultant Class Shares, the Fund offers two
other classes of shares, the Class A Shares and the Class B Shares, each of
which are described in a separate prospectus. The Class A Shares can be
purchased directly from the Fund or its Distributor, and have no front-end or
contingent deferred sales charge or annual 12b-1 Plan expenses. The Class B
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. The Class B Shares have no front-end sales
charge, are subject to annual 12b-1 expenses equal to a maximum of
1% (.25% of which are service fees paid to the Distributor, dealers and
others) in order to compensate the Distributor for providing distribution and
related services and bearing certain distribution-related expenses. Class B
Shares are also subject to a contingent deferred sales charge upon
redemption. Sales or service compensation available in respect to these
classes, therefore, differs from that available to the Consultant Class Shares.
The 12b-1 Plan distribution expenses with respect to the Consultant Class
Shares and the Class B Shares, and the contingent deferred sales charge with
respect to the Class B Shares, may affect the performance of those classes.
All three classes of the Fund's shares have a proportionate interest in the
underlying portfolio of securities of the Fund. For the fiscal year ended
March 31, 1995, the Total Operating Expenses, as a percentage of average
daily net assets, for the Class A Shares were 1.01%. For the period May 2,
1994 (date of initial public offering) through March 31, 1995, the Total
Operating Expenses, as a percentage of average daily net assets, for the
Class B Shares were 2.01%, annualized. See Part B for performance relating to
these classes. To obtain a prospectus which describes the Class A Shares or
the Class B Shares, contact the Distributor.

<PAGE> 61

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 funds, more aggressive bond funds or
tax-advantaged funds. Exchanges are subject to the eligibility and minimum
purchase requirements set forth in each fund's prospectus and all exchanges
from one fund or class to another pursuant to this privilege constitute
taxable events. See Taxes. Any applicable front-end sales charge will apply
to exchanges from money market funds, like the Fund, to other funds, except
for exchanges from money market funds involving assets that were previously
invested in a fund with a front-end sales charge and exchanges from a money
market fund involving the reinvestment of dividends. Consultant Class Shares
of the Fund may not be exchanged for Class B Shares of the Fund or the Class
B Shares of the other Class B Funds. Shares acquired in an exchange must be
registered in the state where they are so purchased. You may want to call us
for more information or consult your financial adviser or investment dealer
to discuss which funds in the Delaware Group will best meet your changing
objectives and the consequence of any exchange transaction.
Your shares will be redeemed or exchanged based on the net asset value next
determined after we receive your request in good order. Redemption or
exchange requests received in good order after the time the offering price of
shares is determined, as noted above, will be processed on the next business
day. See Purchase Price and Effective Date under Buying Shares. Except as
otherwise noted below, for a redemption request to be in "good order," you
must provide your Consultant Class Shares account number, account
registration, and the total number of shares or dollar amount of the
transaction. Exchange instructions and redemption requests must be signed by
the record owner(s) exactly as the shares are registered. With regard to
exchanges, you must also provide the name of the fund you want to receive the
proceeds. You may request a redemption or an exchange by calling the Fund at
800-523-1918 (in Philadelphia, 215-988-1241). The Fund reserves the right to
reject exchange requests at any time. The Fund may suspend or terminate, or
amend the terms of, the exchange privilege upon 60 days' written notice to
shareholders.

<PAGE> 62

The Fund will not honor check, telephone or wire redemptions for Consultant
Class Shares recently purchased by check unless it is reasonably satisfied
that the purchase check has cleared, which may take up to 15 days from the
purchase date. The Fund may honor written redemption requests, but will not
mail the proceeds until it is reasonably satisfied the purchase check has
cleared. You can avoid this potential delay if you purchase shares by wiring
Federal Funds. You may call the Shareholder Service Center to determine if
your funds are available for redemption. 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.
Different redemption and exchange methods are outlined below. 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 also 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 with respect to an account,
including selection of any of the features described below, shall continue in
effect until revoked or modified in writing and until such time as such
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.

Class A Shares of Delaware Group funds that carry a front-end sales charge
will be subject to a contingent deferred sales charge ("Limited CDSC") upon
redemption if the shares were purchased at net asset value without the payment
of a front-end sales charge and if a dealer's commission was paid to a financial
adviser, except in certain limited instances. Such shares may be exchanged for
shares of the Consultant Class Shares without the imposition of the Limited CDSC
at the time of the exchange. However, upon subsequent redemption from the
Consultant Class Shares or after a subsequent exchange into a fund that is
subject to the Limited CDSC, such shares will be subject to the Limited CDSC
imposed by the original fund whose shares were initially exchanged into the
Consultant Class Shares. Shareholders will be given credit for the period during
which the Consultant Class Shares were held.

<PAGE> 63

Checkwriting Feature
Checkwriting is a convenient access feature that allows you to earn
dividends until your check is presented to the Fund.
You can request special checks by marking the box on the Investment
Application. There is a one-time $5 charge for this service.
Checks must be drawn for $500 or more and, unless otherwise indicated on
the Investment Application or checkwriting authorization form, must be signed
by all owners of the account.
You will be subject to CoreStates Bank, N.A.'s rules and regulations
governing similar accounts. If the amount of the check is greater than the
value of the shares in your account, the check will be returned and you may
be subject to a charge.
You may request a stop payment on checks by providing the Fund with a
written authorization (oral requests will be accepted only if followed
promptly with written authorization). Such requests will remain in effect for
six months unless renewed or cancelled. There will be a $5 charge per check
for each six-month period.
Checks paid will be returned to you semi-annually (January and July). If
you need a copy of a check prior to the regular mailing you may call the
Shareholder Service Center.
The Checkwriting Feature is not available for Retirement Plans. Also, since
dividends are declared daily, you may not use the Checkwriting Feature to
close your account. (See Part B for additional information.)

Written Redemption
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103 to
redeem some or all of your Consultant Class 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.

<PAGE> 64

The redemption request is effective when it is received in good order.
Payment is normally mailed the next business day, but no later than seven
days, after receipt of your request. The Fund does not issue certificates for
shares unless you submit a specific request. If your shares are in
certificate form, the certificate must accompany your request and also be in
good order.

Written Exchange
You can also write to the Fund (at 1818 Market Street, Philadelphia, PA
19103) to request an exchange of any or all of your Consultant Class 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
To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge)
for you. If you choose to have your shares in certificate form, you can only
redeem or exchange by written request and you must return your certificates.
The Telephone Redemption service enabling you to have redemption proceeds
mailed to your address of record and the Telephone Exchange service, both of
which are described below, are automatically provided unless the Fund
receives written notice from the shareholder to the contrary. The Fund
reserves the right to modify, terminate or suspend these procedures upon 60
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 Consultant Class 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, the shareholder is acknowledging
prior receipt of a prospectus for the fund into which shares are being
exchanged.

<PAGE> 65

<PAGE> 66

Systematic Withdrawal Plan
1. Regular Plans

This plan provides shareholders with a consistent monthly (or quarterly)
payment. This is particularly useful to shareholders living on fixed incomes,
since it provides 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.
In the alternative, 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
after two business days. There are no fees for this method. You can initiate
this 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 described above is
not available with respect to Retirement Plans.
For more information on both of these plans, call the Shareholder Service
Center.

<PAGE> 67

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 Consultant Class Shares account and
invested automatically into one or more funds in the Delaware Group, subject
to the same conditions and limitations as other exchanges noted above.
Shareholders can also use the Wealth Builder Option to invest in the
Consultant Class Shares 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. See Investing by Exchange
under Buying Shares. 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 DISTRIBUTIONS

<PAGE> 68

Each class 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 the Class B Shares will be lower than the per share dividends
and distributions on the Class A Shares and the Consultant Class Shares as a
result of the higher expenses under the 12b-1 Plan relating to the Class B
Shares; and (ii) the per share dividends and distributions on both the Class
B Shares and the Consultant Class Shares will be lower than the per share
dividends and distributions on the Class A Shares as such class will not
incur any expenses under the 12b-1 Plans. See Class A Shares and Class B
Shares under Buying Shares and 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 Consultant Class Shares was 4.88% and the compounded effective yield
was 5.00%.
Both dividends and distributions will be automatically reinvested in your
account unless you elect otherwise. Any check in payment of dividends or other
distributions which cannot be delivered by the 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 take your
dividends and distributions in cash and such dividends and distributions are
in an amount of $25 or more, you may elect the Delaware Group's MoneyLine
service to enable such payments to be 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 this method. See Systematic Withdrawal Plan under Redemption and
Exchange for information regarding authorization of this service. This
service is not available with respect to Retirement Plans.
During the fiscal year ended March 31, 1995, dividends totaling $0.0369 per
share of the Consultant Class Shares were paid from net investment income.
See The Delaware Difference for additional information.

<PAGE> 69

TAXES

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.

<PAGE> 70

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 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. Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in the
Fund.

<PAGE> 71

NET ASSET VALUE PER SHARE

The purchase and redemption price of the Fund's shares is equal to the net
asset value ("NAV") per share of the Consultant Class Shares 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 such exchange is open.

<PAGE> 72

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 supervising 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. In connection with the merger, a new Investment Management
Agreement between the Fund and the Manager was executed following shareholder
approval. As a result of the merger, DMH and the Manager became indirect,
wholly-owned subsidiaries of and are thus 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.

The Manager manages the Fund's portfolio, makes investment decisions and
implements them. The Manager also pays the Fund's rent and the salaries of all
the directors, officers and employees of the Fund who are affiliated with the
Manager.

<PAGE> 73

Performance Information
From time to time, the Fund may publish the "yield" and "effective yield"
for the Consultant Class Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. The "yield" of
the Consultant Class 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 the Consultant Class 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. The Fund may also publish
aggregate and average annual total return information concerning the Class
which will reflect the compounded rate of return of an investment in the
Class over a specified period of time and will assume the investment of all
distributions at net asset value. Yield fluctuates and is not guaranteed.
Past performance is not an indication of future results.

<PAGE> 74

Distribution (12b-1) and Service

The Fund has adopted a distribution plan under Rule 12b-1 (the "Plan") for
the Consultant Class Shares which permits the Fund to pay the Distributor
from Class assets a monthly fee for its services and expenses in distributing
and promoting sales of its shares. These expenses include 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 other entities which sell Consultant
Class Shares. In connection with the promotion of Consultant Class 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 Consultant Class Shares and increase
sales of the Class. In addition, the Fund may make payments from Class assets
directly to others, such as banks, who aid in the distribution of Class
shares or provide services to the Class, pursuant to service agreements with
the Fund. 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 .25% continuing trail fee by the Distributor from 12b-1 Plan
payments of the Class for assets maintained in the Class.
The aggregate fees paid by the Fund from Consultant Class Shares assets to
the Distributor and others under the Plan may not exceed .30% of the Class'
average daily net assets in any year. The Class 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 the
Class 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 Class shares.

<PAGE> 75

The Plan does not apply to the Class A Shares or the Class B Shares. Those
shares are not included in calculating the Plan's fees, and the Plan is not
used to assist in the distribution and marketing of Class A Shares or Class B
Shares.
While Plan payments may not exceed .30% annually, the Plan does 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 Plan. The monthly fee
paid to the Distributor is subject to the review and approval of the Fund's
unaffiliated directors who may reduce the fee or terminate the Plan at any
time.
The National Association of Securities Dealers, Inc. 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 staff of the Securities and Exchange Commission ("SEC") has proposed
amendments to Rule 12b-1 and other related regulations that could impact Rule
12b-1 Distribution Plans. The Fund intends to amend the Plan, if necessary,
to comply with any new rules or regulations the SEC may adopt with respect to
Rule 12b-1.
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
Consultant Class Shares' ratio of expenses to average daily net assets for
the fiscal year ended March 31, 1995 was 1.26%. The expense ratio of the
Consultant Class Shares reflects the impact of the 12b-1 Plan.

<PAGE> 76

The Fund also offers Class A Shares and Class B Shares which represent a
proportionate interest in the assets of the Fund and have the same voting and
other rights and preferences as the Consultant Class Shares, except that
Class A Shares and Class B Shares are not subject to, and may not vote on
matters affecting, the Plan under Rule 12b-1 relating to the Consultant Class
Shares. Similarly, the Consultant Class Shares are not subject to, and may
not vote on matters affecting, the Fund's Plan under Rule 12b-1 relating to
the Class B Shares. However, the Class B Shares may vote on a proposal to
increase materially the fees to be paid by the Fund under the Rule 12b-1 Plan
relating to the Consultant Class Shares.

Cash Reserve Consultant Class is known as Delaware Cash Reserve Consultant
Class. From November 1992 to May 1994, the Delaware Cash Reserve Consultant
Class was known as the Delaware Cash Reserve Consultant class, which from May
1992 to November 1992, was known as the Delaware Cash Reserve (Institutional)
class, and which, prior to May 1992, was known as the consultant class. Cash
Reserve A Class is known as Delaware Cash Reserve A Class. From May 1992 to
May 1994, the Delaware Cash Reserve A Class was known as the Delaware Cash
Reserve class, and prior to May 1992, was known as the original class. Cash
Reserve B Class is known as Delaware Cash Reserve B Class.

<PAGE> 77

-------------------------
DELAWARE CASH RESERVE
-------------------------
A CLASS
-------------------------
B CLASS
-------------------------
CONSULTANT CLASS
-------------------------
CLASSES OF DELAWARE GROUP
-------------------------
CASH RESERVE, INC.
-------------------------

No Front-End Sales Charge

The Delaware Group includes 22 different
funds with a wide range of investment
objectives. Stock funds, income funds,
tax-free funds, money market funds, global
funds and closed-end equity funds give PART B
investors the ability to create a portfolio that
fits their personal financial goals. For more Statement of
information, contact your financial adviser or Additional Information
call Delaware Group at 800-523-4640, in --------------------------
Philadelphia 215-988-1333.

MAY 30, 1995

INVESTMENT MANAGER
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA 19103
NATIONAL DISTRIBUTOR

Delaware Distributors, L.P.

1818 Market Street
Philadelphia, PA 19103
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
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
==========

AI-008/AI-055/AI-028/5/95-U

<PAGE> 78
- -----------------------------------------------------------------------------
PART B--STATEMENT OF ADDITIONAL INFORMATION

MAY 30, 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 1
- -----------------------------------------------------------------------------
Investment Objective and Policy 2
- -----------------------------------------------------------------------------
Performance Information 5
- -----------------------------------------------------------------------------
Trading Practices 8
- -----------------------------------------------------------------------------
Purchasing Shares 9
- -----------------------------------------------------------------------------
Retirement Plans 12
- -----------------------------------------------------------------------------
Offering Price 14
- -----------------------------------------------------------------------------
Redemption 14
- -----------------------------------------------------------------------------
Dividends and Realized Securities
Profits Distributions 17
- -----------------------------------------------------------------------------
Taxes 18
- -----------------------------------------------------------------------------
Investment Management Agreement 18
- -----------------------------------------------------------------------------
Officers and Directors 19
- -----------------------------------------------------------------------------
Exchange Privilege 22
- -----------------------------------------------------------------------------
General Information 24
- -----------------------------------------------------------------------------
Appendix A--Description of Ratings 26
- -----------------------------------------------------------------------------
Appendix B--IRA Information 27
- -----------------------------------------------------------------------------
Financial Statements 31
- -----------------------------------------------------------------------------

<PAGE> 79

Delaware Group Cash Reserve, Inc. (the "Fund") currently offers three
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") and
the Delaware Cash Reserve B Class (the "Class B Shares"). Shares of each
Class are purchased at net asset value, without a front-end sales charge.
The Class A Shares are not subject to annual 12b-1 Plan expenses; the
Consultant Class Shares are subject to annual 12b-1 Plan expenses; and the
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 no longer than approximately eight years
after purchase. At the end of no longer than 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
the 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 of each Class dated May 30,
1995, as 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.

<PAGE> 80

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 more than 50% of the outstanding voting securities or 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, whichever is less.
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. 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 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 facilitate redemptions 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, 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.

<PAGE> 81

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. 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 only buy short-term instruments 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 so 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 so rated in one of the two highest rating
categories (e.g., A-2 or better by Standard & Poor's Corporation ("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.

<PAGE> 82

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 so 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 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.

<PAGE> 83

Asset-Backed Securities
The Fund may also invest in securities which are backed by assets such as
receivables on home equity and credit card loans, and receivables regarding
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 asset-backed 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 receivables, 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
receivables, 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 receivables, there
is a risk that the holders may not have either a proper or first security
interest in all of the obligations backing such 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.
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 contain elements of credit support. 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.

<PAGE> 84

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.

<PAGE> 85

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. 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.

<PAGE> 86

(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.

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 the Fund's Class A
Shares is expected to be higher than that of the Consultant Class Shares and
the Class B Shares because the Class A Shares are not subject to the maximum
aggregate expenses under the Fund's 12b-1 Plans of .30% for the Consultant
Class Shares and 1% for the Class B Shares. See Plans Under Rule 12b-1 for the
Consultant Class Shares and the Class B 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.

<PAGE> 87

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 the Class A Shares, the Class B Shares and the Consultant Class
Shares.

Consultant Class
Class A Shares Class B Shares Shares
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* .00079192* .00093574*

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

Current yield [base period
return x (365 / 7)]. . . . 5.13%** 4.13%** 4.88%**
===== ===== =====
Effective yield
365/7
(1 + base period) -1 5.26%*** 4.21%*** 5.00%***
===== ===== =====

Weighted average life to maturity of the portfolio on March 31, 1995 was
38 days.
*This represents the net income per share for the seven calendar days
ended March 31, 1995.
**This represents the average of annualized net investment income per
share for the seven calendar days ended March 31, 1995.
***This represents the current yield for the seven calendar days ended
March 31, 1995 compounded daily.

The average annual total rate of return for each Class of the Fund is based
on a hypothetical $1,000 investment that includes capital appreciation and
depreciation during the stated periods. With respect to the Class B 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.
<PAGE> 88

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 the Class A
Shares and the 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 the Consultant Class Shares for periods prior to the commencement of
operations of such Class is based on the performance of the Class A Shares.
For periods prior to the commencement of operations of the 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.

Consultant
Class A Shares Class Shares*

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** through 3/31/95 8.17% 8.04%

*Date of initial public offering was March 10, 1988.
**Date of initial public offering.

The performance of the 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.

Average Annual Total Return
Class B Shares Class B Shares
(Including Deferred (Excluding Deferred
Sales Charge) Sales Charge)

Period 5/2/94* through 3/31/95 (1.28%) 3.10%

*Date of initial public offering.

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.

<PAGE> 89

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.

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.

<PAGE> 90

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 the
Class B Shares, each calculation will include any applicable CDSC upon complete
redemption of such shares. 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 the Class A Shares and the 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 the 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 the Consultant Class Shares for the periods prior to the
commencement of operations of such Class is based on the performance of the
Class A Shares. For the periods prior to the commencement of operations of the
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.

Cumulative Total Return
Consultant
Class A Shares Class Shares*
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** through 3/31/95 272.88% 265.58%

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*** through 3/31/95 (1.17%) 2.83%

*Date of initial public offering was March 10, 1988.
**Date of initial public offering of Class A Shares.
***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
<PAGE> 91

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 meeting 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 of various assumed fixed rates of return on a $10,000 investment
compounded monthly for 10 years:

4% 6% 8%
Rate of Rate of Rate of
Return Return Return
--------- --------- ---------
1-'85 $10,000 $10,000 $10,000
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 18,193 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, 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.

<PAGE> 92

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 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).

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. 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. 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.
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.

<PAGE> 93

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 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.

<PAGE> 94

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.

PURCHASING SHARES

The Distributor serves as the national distributor for the Fund's three
Classes--the Class A Shares, the Consultant Class Shares and the Class B
Shares, and has agreed to use its best efforts to sell each such Class of
shares. Shares of the Fund are offered on a continuous basis. The minimum
initial investment for each of the Classes is $1,000. The minimum for any
subsequent investment is $25 with respect to the Class A Shares and the
Consultant Class Shares and $100 with respect to the Class B Shares. Class B
Shares are also subject to a maximum purchase limitation of $250,000. The Fund
will therefore reject any order for purchase of more than $250,000 for Class B
Shares. (See Retirement Plans for minimums applicable to each of the Fund's
master Retirement Plans.) 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 next determined after the receipt and effectiveness of
a purchase order as described below. See the Prospectuses for additional
information on how to invest.
The Class A Shares can be purchased directly from the Fund or its
Distributor; such shares have no contingent deferred sales charge or annual
12b-1 Plan expenses.
The Consultant Class Shares and Class B Shares of the Fund 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 or Class B Shares may be required to register as
dealers pursuant to state laws.

<PAGE> 95

Consultant Class Shares have no contingent deferred sales charge; such
shares are subject to annual 12b-1 Plan expenses of up to a maximum .30% of
the average daily net assets of such 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; and (iv) 1% if shares are redeemed during the
sixth year following purchase. 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 the Class B 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 Buying Shares in the Prospectus
for the Class B Shares for a list of the instances in which the CDSC is
waived. During the seventh year after purchase and, thereafter, until
converted to Consultant Class Shares, the 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 no longer than 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 the 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.

With respect to the 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 of the
Class B 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 the
Class A Shares and Consultant Class 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.

Investing by Mail
Initial Purchases--An Investment Application form should 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 as to 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, and should be used when you are making additional
purchases. You can expedite processing by including an investment slip with 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.

<PAGE> 96

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 neglect to make
the telephone call, 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, an Investment Application and
authorization form should be promptly forwarded to the specific Class desired,
to 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 to the appropriate Class. 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.

<PAGE> 97

* * *

Investments of the Class A Shares and the Consultant Class Shares under the
Direct Deposit Purchase Plan and the Automatic Investing Plan must be for $25
or more. Investments of Class B Shares under the Automatic Investment Plan
must be for $100 or more. 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 its 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 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 such 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.

<PAGE> 98

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.

Plans Under Rule 12b-1 for the Consultant Class Shares and the Class B Shares
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a separate
plan for the Consultant Class Shares and a separate plan for the Class B
Shares of the Fund (the "Plans"). The Plan relating to the Consultant Class
Shares permits the Fund to pay for certain distribution, promotional and
related expenses involved in the marketing of only the Consultant Class
Shares. Similarly, the Plan relating to the Class B Shares permits the Fund to
pay for certain distribution, promotional and related expenses involved in the
marketing of only the Class B Shares. The Plans do not apply to the Class A
Shares. Such shares are not included in calculating the Plans' fees, and the
Plans are not used to assist in the distribution and marketing of the Class A
Shares. Holders of the Class A Shares may not vote on matters affecting the
Plans.
The Plans permit the Consultant Class Shares and the Class B Shares,
pursuant to the Distribution Agreement, to pay a monthly fee to the
Distributor for its services and expenses 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 .25%
continuing trail fee by the Distributor from 12b-1 payments of the Consultant
Class Shares for assets maintained in that Class. The 12b-1 Plan fees relating
to the Class B Shares are also used to pay the Distributor for advancing the
commission costs to dealers with respect to the initial sales of such shares.

<PAGE> 99

In addition, the Classes may make payments directly to other unaffiliated
parties, such as banks, who either aid in the distribution of its shares or
provide services to the Consultant Class and Class B Shares.
The maximum aggregate fee payable by the Fund under each respective Plan,
and the agreements relating to distribution, 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 the Class B 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 the 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
the Consultant Class Shares or the Class B Shares for such day.
All of the distribution expenses incurred by the Distributor and others in
excess of the amount paid on behalf of the Consultant Class Shares or the
Class B Shares will 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, the Distribution Agreement and the form of dealer's and service
agreements relating thereto have all 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 or any related agreements, by vote
cast in person at a meeting duly called for the purpose of voting on the Plans
and such Agreements. Continuation of the Plans, the Distribution Agreement and
the forms of dealer's and service agreements 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 the Consultant Class Shares and
Class B Shares, respectively, and that there is a reasonable likelihood of the
Plan relating to a Class providing a benefit to that Class. The Plans, the
Distribution Agreement and the dealer's and service agreements with
broker/dealers or others 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." The Class B Shares may vote on a proposal to
increase materially the fees to be paid by the Fund under the Rule 12b-1 Plan
relating to the 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.

<PAGE> 100

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.

Reinvestment of Dividends in Other Delaware Group Funds
Subject to applicable eligibility and minimum 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.

<PAGE> 101

Dividends from the Class A Shares and the Consultant Class Shares may be
reinvested in shares of any other mutual fund in the Delaware Group, other
than the Class B Shares of the funds in the Delaware Group that offer that class
of shares. Dividends from the Class B Shares may only be directed to the
Class B Shares of another fund in the Delaware Group that offers such a class
of shares. See Class B Funds in the Class B Shares' Prospectus for the funds
in the Delaware Group that offer Class B Shares.
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.

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 the Class A Shares and the Consultant Class Shares, accounts in
which there has been activity will receive a monthly statement confirming
transactions for that period. In the case of the Class B Shares, accounts in
which there has been activity will receive a confirmation after each
transaction.

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. See
the Prospectus for the Class B Shares under Buying Shares--Contingent Deferred
Sales Charge for a list of the instances in which the CDSC is waived.
The minimum initial investment for each of the Retirement Plans described
below is $250; subsequent investments must be at least $25. Many of the
Retirement Plans described below are subject to one-time fees, as well as
annual maintenance fees. Prototype Profit Sharing and Money Purchase Pension
Plans are each subject to a one-time fee of $200 per plan, or $300 for paired
plans. No such fee is charged for owner-only plans. All Prototype Profit
Sharing and Money Purchase Pension Plans are subject to an annual maintenance
fee of $30 per participant account. Each of the other Retirement Plans
described below (other than 401(k) Defined Contribution Plans) is subject to
an annual maintenance fee of $15 for each participant's account, even in years
when no contributions are made, regardless of the number of funds selected.
Annual maintenance fees for 401(k) Defined Contribution Plans are based on the
number of participants in the Plan and the services selected by the employer.
Fees are quoted upon request. Annual maintenance fees may be shared by
Delaware Management Trust Company and the Transfer Agent, other affiliates of
the Manager and others that provide services to such Plans. Fees are subject
to change.

<PAGE> 102

Certain shareholder investment services available to non-retirement plan
shareholders may not be available to Retirement Plan shareholders. For
additional information on any of the Plans and Delaware's retirement services,
call the Shareholder Service Center telephone number.
With respect to the annual maintenance fees per account referred to above,
"account" shall mean any account or group of accounts within a Plan type
identified by a common tax identification number between or among them.
Shareholders are responsible for notifying the Fund when more than one account
is maintained under a single tax identification 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 and
Consultant Class Shares.

Individual Retirement Account ("IRA")

A document is available for an individual who wants to establish an
Individual Retirement Account ("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.
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.

<PAGE> 103

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. See Purchasing Shares concerning the applicability of a CDSC
upon redemption of Class B 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 and Consultant Class 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 and Consultant Class
Shares or certain other funds in the Delaware Group.

<PAGE> 104

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.

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 such 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.

<PAGE> 105

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 60 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 and Consultant Class Shares
alone will bear the 12b-1 Plan fees 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.

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 the Class A Shares or the Consultant Class Shares unless a
shareholder specifically requests them. The Fund does not issue 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.

<PAGE> 106

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
a 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 15 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.
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.

<PAGE> 107

Small Accounts

Beginning April 1, 1995, following notice by the Fund, the Fund will assess
a service fee of $3.00 per month against any non-retirement accounts which
have remained below the $1,000 minimum balance for at least three consecutive
months. The fee will go to help defray the costs of maintaining low balance
accounts. No contingent deferred sales charges will apply to such assessments.
The Fund also reserves the right to redeem accounts at the then-current net
asset value if as a result of redemption or transfer the total investment has
a value of less than $1,000. Before the Fund redeems such shares, the
shareholder will be notified in writing that the value of the shares in the
account is less than $1,000 and will be allowed 60 days from the date of
notice to make an additional investment to meet the required minimum of
$1,000. 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 redemption described in this paragraph of the Class B Shares described
above.

Expedited Telephone Redemptions
The Fund has available certain redemption privileges, as described below.
The Fund reserves the right to suspend or terminate these expedited payment
procedures upon 60 days' written notice to shareholders.
Shareholders or their investment dealers of record wishing to redeem any
amount of shares of $50,000 or less 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 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.

<PAGE> 108

2. Payment by Check: Request that 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.
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 the Class A Shares and the 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 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.

<PAGE> 109

(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.
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 Plan
Holders of the Class A Shares and the Consultant Class 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.

<PAGE> 110

Checks are dated the 20th of the month (unless such date falls on a holiday
or a Sunday) and mailed on or about the 19th of every month. 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.
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.
The Systematic Withdrawal Plan is not available with respect to the Class B
Shares.

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 other mutual 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.

<PAGE> 111

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 the Consultant Class Shares and the Class B
Shares alone will incur distribution fees under their respective 12b-1 Plans.
See Plans Under Rule 12b-1 for the Consultant Class Shares and the Class B
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.

<PAGE> 112

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 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 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 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 the Class A Shares, Class B Shares and
Consultant Class Shares, respectively, were paid from net investment income.

TAXES

<PAGE> 113

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 dated April 3, 1995, was
approved by shareholders on March 29, 1995 and will remain in effect for an
initial two year period.

The Agreement 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 60 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.

<PAGE> 114

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 the Class A Shares and 1.26% for the Consultant Class Shares. Such ratio
for the Class B Shares from May 2, 1994 (date of initial public offering)
through March 31, 1995 was 2.01%, annualized. The Consultant Class Shares and
the Class B Shares pay continuing expenses of up to .30% and 1% (.25% of which
are service fees to be paid by the Fund to the Distributor, dealers or others
for providing personal services and/or maintaining shareholder accounts),
respectively, per year from average daily net assets of the relevant Class
under separate plans under Rule 12b-1.
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.

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 under a
Distribution Agreement dated April 3, 1995 for the Classes. The Distributor is
an affiliate of the Manager and bears all of the costs of promotion and
distribution, except for payments under the Consultant Class Shares' 12b-1
Plan and the Class B Shares' 12b-1 Plan. 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.

<PAGE> 115

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 April 30, 1995, the Fund's
officers and directors, as a group, owned approximately 2.28% of the Fund's
shares outstanding.
As of April 30, 1995, the Fund believes the following held of record 5% or
more of the outstanding shares of the Class B Shares: Carpenters Specialty &
Shopmen Severence and Pension, 727 Jefferson Ave., Kenilworth, NJ
07033--256,458 shares (23.93%); M. Louise Caulfield, 19400 Middletown Rd.,
Parkton, MD 21120--98,406 shares (9.18%); and Raymond James Assoc. Inc., FAO
Charles F. King TTEE, 30 Turtle Creek Dr., Tequesta, FL 33469-- 97,471 shares
(9.10%).
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. As a result of the merger, DMH and the Manager became indirect,
wholly-owned subsidiaries of and are thus 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.

<PAGE> 116

*Wayne A. Stork (57)
Chairman, Director and/or Trustee of the Fund and each
of the other 16 Funds in the Delaware Group.
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.
Chairman and Director of Delaware Management Trust
Company.
Director of Delaware Distributors, Inc., Delaware
Service Company, Inc. and Delaware Investment
Counselors, Inc.
During the past five years, Mr. Stork has served in various
executive capacities at different times within the
Delaware organization.

Brian F. Wruble (52)
President and Chief Executive Officer of the Fund and
15 other Funds in the Delaware Group (which
excludes Delaware Pooled Trust, Inc.).
Director of Delaware International Advisers Ltd. and
Delaware Investment Counselors, Inc.
President, Chief Operating Officer and Director of
Delaware Management Holdings, Inc., DMH
Corp. and Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of
Delaware Service Company, Inc.
Chairman and Director of Delaware Distributors, Inc.
Chairman of Delaware Distributors, L.P.
President of Founders Holdings, Inc.
From 1992 to 1995, Mr. Wruble was a director of the
Fund and a director and/or trustee of each of the
other funds in the Delaware Group. Before joining
the Delaware Group in 1992, Mr. Wruble was
Chairman, President and Chief Executive Officer of
Equitable Capital Management Corporation from
July 1985 through April 1992 and was Executive Vice
President of Equitable Life Assurance Society of the
United States from September 1984 through
April 1992 and Chief Investment Officer from
April 1991 through April 1992. Mr. Wruble has
previously held executive positions with Smith Barney,
Harris Upham, and H.C. Wainwright & Co.

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

<PAGE> 117

Winthrop S. Jessup (49)
Executive Vice President of the Fund and 15 other Funds
in the Delaware Group (which excludes Delaware
Pooled Trust, 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 Delaware Management
Holdings, Inc., DMH Corp., Delaware Management
Company, Inc., Delaware Management Trust
Company, 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 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. (55)
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 Hold-
ings, Inc.
During the past five years, Mr. Unruh has served in various
executive capacities at different times within the
Delaware organization.

Walter P. Babich (67)
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.

<PAGE> 118

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 and Delaware
Management Company, Inc.
President/Chief Executive Officer 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 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/Treasurer of
Delaware Investment Counselors, Inc.
Senior Vice President/Chief Financial Officer 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.

<PAGE> 119

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. and Delaware
Distributors, L.P.
Senior Vice President, Secretary and Director of DMH
Corp., Delaware Management Company, Inc.,
Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware Management Trust
Company and Founders Holdings, Inc.
Secretary and Director of Delaware International Hold-
ings Ltd.
Senior Vice President and Secretary of Delaware Investment
Counselors, Inc.
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.

Paul E. Suckow (47)
Senior Vice President/Chief Investment Officer, Fixed Income
of the Fund, each of the other 16 funds in the
Delaware Group and Delaware Management
Company, Inc.
Senior Vice President and Director of Founders Hold-
ings, Inc.
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. and Founders Holdings, Inc.
Vice President/Corporate Controller/Treasurer of Delaware
Management Trust Company.
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.

<PAGE> 120

Eugene J. Cichanowsky (48)
Vice President/Corporate Tax 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., Founders Holdings, Inc. and
Delaware Management Trust Company.
1818 Market Street, Philadelphia, PA 19103.
During the past five years, Mr. Cichanowsky has served
in various capacities at different times within the
Delaware organization.

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

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
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

*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 the Fund 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 the 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.

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.

<PAGE> 121

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.

<PAGE> 122

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.
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. Dividend
Growth 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.
U.S. Government Fund seeks high current income by investing in long-term
U.S. Government debt obligations.

Treasury Reserves Intermediate 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.

<PAGE> 123

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.

<PAGE> 124

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).

GENERAL INFORMATION

The Manager is the investment manager of the Fund. The Manager or its
affiliate, Delaware International Advisers Ltd., 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 Delaware Management Company, Inc., 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 Delaware Distributors, L.P.

<PAGE> 125

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, pursuant to
registration under the Investment Company Act Rule 24f-2, has been passed upon
for the Fund by Messrs. 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 three Classes--Cash Reserve A Class (which
is 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); and Cash Reserve B Class (which is known as the Delaware
Cash Reserve B Class). Two billion shares have been allocated to the Class A
Shares and the Class B Shares and five hundred million shares have been
allocated to the 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 Rule 12b-1 Plans of the Consultant Class Shares and the
Class B 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' or Class B Shares' Distribution Plans under Rule 12b-1.
Similarly, the shareholders of the Consultant Class Shares may not vote on
matters affecting the Fund's Plan under Rule 12b-1 relating to the Class B
Shares, and the shareholders of the Class B Shares may not vote on matters
affecting the Fund's Plan under Rule 12b-1 relating to the Consultant Class
Shares. However, the Class B Shares may vote on a proposal to increase
materially the fees to be paid by the Fund under the Rule 12b-1 Plan relating
to the Consultant Class Shares.

<PAGE> 126

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).

<PAGE> 127

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.

<PAGE> 128

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.

<PAGE> 129

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

15% Tax Bracket Single -- $0 - $22,750
---------------
Joint -- $0 - $38,000

How Much You
End of Cumulative How Much You Have With Full IRA
Year Investment Amount Have Without IRA Deduction
- ----------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------
[Without IRA--investment of $1,700 ($2,000 less 15%) earning 5.95%
(7% less 15%)]

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%]
<PAGE> 130

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

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%]

36% Tax Bracket* Single -- $115,001 - $250,000
----------------
Joint -- $140,001 - $250,000
<TABLE>
<CAPTION>

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%]
<PAGE> 131

39.6% Tax Bracket* Single -- over $250,000
------------------
Joint -- over $250,000
<TABLE>
<CAPTION>

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

[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%]
</TABLE>

$2,000 SINGLE INVESTMENT AT A RETURN OF 7% COMPOUNDED MONTHLY
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
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
- -------------------------------------------------------------------------------------------

*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.
</TABLE>

<PAGE> 132

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!

IRA RATE COMPARISON CHART BASED ON YEARLY INVESTMENT OF $2,000 ON JANUARY 1.

8% Return 10% Return
--------- ----------
10 years $ 31,291 $ 35,062
20 years 98,846 126,005
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.

<PAGE> 133

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, as of the end of the fiscal year, 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.

<PAGE> 134

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.

(b) Exhibits:

(1) Articles of Incorporation. Incorporated by reference to
--------------------------
Post-Effective Amendment No. 32 filed October 19, 1990,
Post-Effective Amendment No. 36 filed February 25, 1994 and
Post-Effective Amendment No. 37 filed May 27, 1994.

(2) By-Laws. Attached as Exhibit.
--------
(3) Voting Trust Agreement. Inapplicable.
-----------------------
(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 incorporated by reference to
Post-Effective Amendment No. 32 filed October 19, 1990
and Article Second of the Certificate of Correction to
Articles Supplementary incorporated by reference to
Post-Effective Amendment No. 37 filed May 27, 1994.

<PAGE> 135

(b) By-Laws. Articles II, III, as amended, and XIV of the
--------
By-Laws, attached as Exhibit 24(b)(2).

(5) Investment Management Agreement. Investment Management
--------------------------------
Agreement between Delaware Management Company, Inc. and the
Registrant dated April 3, 1995 attached as Exhibit.

(6) (a) Distribution Agreement. Incorporated by reference to
-----------------------
Post-Effective Amendment No. 36 filed February 25, 1994.

(b) Administration and Service Agreement. Form of
-------------------------------------
Administration and Service Agreement attached as Exhibit.

(c) Dealer's Agreement. Attached as Exhibit.
-------------------
(d) Form of Mutual Fund Agreement for the Delaware Group of
-------------------------------------------------------
Funds attached as Exhibit.
-----
(7) Bonus, Profit Sharing, Pension Contracts. Amended and
-----------------------------------------
Restated Profit Sharing Plan attached as Exhibit.

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

(9) Other Material Contracts. Incorporated 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 by reference to Post-Effective
----------------
Amendment No. 15 filed May 16, 1983.

(14) Model Plans. Incorporated by reference to Post-Effective
------------
Amendment No. 35 filed June 1, 1993.

Amended Model Plans attached as Exhibit.

ii
<PAGE> 136

**(15) Plans under Rule 12b-1. Incorporated by reference to
-----------------------
Post-Effective Amendment No. 36 filed February 25, 1994.

(16) Schedules of Computation for each Performance Quotation.
--------------------------------------------------------
Attached as Exhibit.

(17) Financial Data Schedules. Attached as Exhibit.
-------------------------
(18) Inapplicable.

(19) Other: Directors' Power of Attorney. Attached as Exhibit.
-----------------------------
** Relates to Registrant's Delaware Cash Reserve Consultant Class and
Delaware Cash Reserve B Class only.

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 50,904 Accounts
$.001 Per Share as of April 30, 1995

Delaware Group Cash Reserve, Inc.'s
Delaware Cash Reserve B Class:
Common Stock Par Value 52 Accounts
$.001 Per Share as of April 30, 1995

Delaware Group Cash Reserve, Inc.'s
Delaware Cash Reserve Consultant Class:
Common Stock Par Value 1,425 Accounts
$.001 Per Share as of April 30, 1995

Item 27. Indemnification. Incorporated by reference to Post-Effective
----------------
Amendment No. 17 filed March 29, 1984 and Post-Effective Amendment No.
32 filed October 19, 1990.

iii
<PAGE> 137

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
Treasury Reserves, 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 with the Registrant during the past two years:

Wayne A. Stork Chairman of the Board, Chief Chairman of the Board
Executive Officer, Chief and Director
Investment Officer and Director

Brian F. Wruble President, Chief Operating President and Chief
Officer and Director Executive Officer

Winthrop S. Jessup Executive Vice President Executive Vice President
and Director

Richard G. Unruh, Jr. Executive Vice President Executive Vice President
and Director

Paul E. Suckow Senior Vice President/ Senior Vice President/
Chief Investment Officer, Chief Investment Officer,
Fixed Income Fixed Income
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

iv
<PAGE> 138

Positions and Offices Positions and Offices
Name and Principal Business Address* with Manager with Registrant
- ------------------------------------ --------------------- ---------------------
<S> <C> <C>
David K. Downes Senior Vice President/Chief Senior Vice President/Chief
Administrative Officer/Chief Administrative Officer/Chief
Financial Officer Financial Officer

George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary and Director Secretary

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

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

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

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

Eugene J. Cichanowsky Vice President/ Vice President/
Corporate Tax Corporate Tax

Bruce A. Ulmer(1) Vice President/Director Vice President/Director
of Internal Audit of Internal Audit

Lisa O. Brinkley(2) Vice President/ Vice President/
Compliance Compliance

Joseph A. Finelli Vice President/ Vice President/
Client Services Client Services

Rosemary E. Milner Vice President/Legal Vice President/Legal
</TABLE>

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

v
<PAGE> 139
<TABLE>
<CAPTION>

Douglas L. Anderson(3) Vice President/ None
Operations

Diane Z. Frustaci Vice President/ None
Human Resources

Michael T. Taggart(4) Vice President/Facilities None
Management and
Administrative Services

Gerald T. Nichols Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager

J. Michael Pokorny Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager

James R. Raith, Jr. Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager

Patrick P. Coyne Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager

Gary A. Reed Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager

Paul A. Matlack Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager

Roger A. Early(5) Vice President/Senior Vice President/Senior
Portfolio Manager Portfolio Manager

Edward N. Antoian Vice President/Senior None
Portfolio Manager
</TABLE>

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

vi
<PAGE> 140
<TABLE>
<CAPTION>

George H. Burwell Vice President/Senior None
Portfolio Manager

John B. Fields Vice President/Senior None
Portfolio Manager

Edward A. Trumpbour Vice President/Senior None
Portfolio Manager

David C. Dalrymple Vice President/Senior None
Portfolio Manager

William H. Miller(6) Vice President/Assistant None
Portfolio Manager

Jennifer L. Craney Assistant Vice President/ Assistant Vice President/
Fixed Income Trading Fixed Income

Robert C. Fett Assistant Vice President/ Assistant Vice President/
Fixed Income Research Research Analyst

Paul Grillo Assistant Vice President/ Assistant Vice President/
Fixed Income Trading Fixed Income Trading

Robert C. Whiteman Assistant Vice President/ Assistant Vice President/
Fixed Income Trading Fixed Income Trading

Cynthia I. Isom Assistant Vice President/ Assistant Vice President/
Fixed Income Trading Trading

Lorraine Warren Assistant Vice President/ Assistant Vice President/
Trading Trading

Helen C. Merichko Assistant Vice President/ None
Administration and Planning

Richard W. Buckmaster(7) Assistant Vice President/ None
Internal Audit
</TABLE>

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

vii
<PAGE> 141
<TABLE>
<CAPTION>

Miriam C. Mayerson Assistant Vice President/ None
Planning

Susan L. Hanson(8) Assistant Vice President/ None
Assistant Controller

Patricia A. Olivieri Human Resources Officer None

Nancy L. Nessler(9) Human Resources Officer None
</TABLE>

(1) Assistant Vice President and Director of Internal Audit, Vanguard Group
--------------------------------------------------------
prior to June 1993 and Senior Vice President and Director of Internal Audit,
-----------------------------------------------------
Thomson McKinnon Securities prior to December 1992.

(2) Vice President and Compliance Officer, Banc One Securities Corporation prior
--------------------------------------
to August 1994 and Assistant Vice President and Compliance Officer, Aetna
------------------------------------------------
Life and Casulty 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.

(6) Vice President/Analyst, Janney Montgomery Scott prior to February 1995 and
-----------------------
Analyst, Rutherford Brown and Catherwood prior to October 1994.
--------
(7) Senior EDP Audit Manager, The Vanguard Group prior to November 1993.
-------------------------
(8) Manager of Financial Advisory Services, Coopers & Lybrand prior to March
---------------------------------------
1994.

(9) Employment Recruiter, Silo, Inc. prior to February 1994.
---------------------
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

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 Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ -------------------------- -------------------------
<S> <C> <C>
Delaware Distributors, Inc. General Partner None

Delaware Management
Company, Inc. Limited Partner Investment Adviser

Delaware Investment
Counselors, Inc. Limited Partner None

</TABLE>

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

viii
<PAGE> 142
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ -------------------------- -------------------------
<S> <C> <C>
Brian F. Wruble Chairman President and Chief
Executive Officer

Winthrop S. Jessup Vice Chairman Executive Vice President

Keith E. Mitchell President and Chief None
Executive Officer

David K. Downes Senior Vice President/ Senior Vice President/Chief
Chief Administrative Financial Officer/Chief
Officer Administrative Officer

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

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

Joseph A. Finelli Vice President/Chief Vice President/
Financial Officer Client Services

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
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

ix
<PAGE> 143
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ -------------------------- -------------------------
<S> <C> <C>
Eugene J. Cichanowsky Vice President/Corporate Vice President/Corporate Tax
Tax

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

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

Diane M. Anderson Vice President/Institutional None
Qualified Plans

Diane Z. Frustaci Vice President/ None
Human Resources

Denise F. Guerriere Vice President/Client None
Services

Minette van Noppen Vice President/Marketing/ None
Defined Contribution Plans

Julia R. Vander Els Vice President/ None
Institutional Retirement

Jerome J. Alrutz Vice President/ None
Institutional Retirement

Martin J. Cole Vice President/ None
Institutional Retirement

Joanne A. Mettenheimer Vice President/ None
Bank Sales

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

Jennifer B. Streitweiser Vice President/ None
Fixed Income Coordinator

Thomas S. Butler Vice President/ None
DDI Administration
</TABLE>

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

x
<PAGE> 144
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ -------------------------- -------------------------
<S> <C> <C>
Frank Albanese Vice President/Wholesaler None

William S. Carroll Vice President/Wholesaler None

William L. Castetter Vice President/Wholesaler None

Thomas J. Chadie Vice President/Wholesaler None

Douglas R. Glennon Vice President/Wholesaler None

Paul D. Graffy Vice President/Wholesaler None

Alan D. Kessler Vice President/Wholesaler None

William M. Kimbrough Vice President/Bank Sales None

Mac McAuliffe Vice President/Wholesaler None

Patrick L. Murphy Vice President/Wholesaler None

Henry W. Orvin Vice President/Wholesaler None

Jackson B. Reece, Jr. Vice President/Wholesaler None

Philip G. Richards 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.

xi
<PAGE> 145

<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ -------------------------- -------------------------
<S> <C> <C>
Carl E. Sundgren Vice President/Bank Sales None

Holly W. Reimel Assistant Vice President/ None
Telemarketing

Daniel J. O'Brien Assistant Vice President/ None
Insurance Products

Helen C. Merichko Assistant Vice President/ None
Administration & Planning

Catherine A. Seklecki Assistant Vice President/ None
Retirement Plans

Jodie L. Johnson Assistant Vice President/ None
Retirement Plans

Dinah J. Huntoon Assistant Vice President/ None
Product Management

Catherine Love Assistant Vice President/ None
National Accounts

Maria E. Pollack Assistant Vice President/ None
Administration Manager

Susan T. Friestedt Assistant Vice President/ None
Customer Service

Ellen M. Krott Assistant Vice President/ None
Communications

Andrew J. Whittaker Assistant Vice President/ None
Bank Sales

John P. Haydu Assistant Vice President None

John A. Cionci Marketing Officer/ None
Bank Sales
</TABLE>

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

xii
<PAGE> 146
<TABLE>
<CAPTION>
Name and Principal Business Address* Positions with Underwriter Positions with Registrant
- ------------------------------------ --------------------------- -------------------------
<S> <C> <C>
Zina DeVassal Marketing Officer/ None
Bank Sales
</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 latest annual report to
shareholders, upon request and without charge.

<PAGE> 147

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 24th day of May, 1995.
DELAWARE GROUP CASH RESERVE, INC.

By:/s/Brian F. Wruble
---------------------
Brian F. Wruble
President and Chief
Executive Officer

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

Signature Title Date
--------- ----- ----

/s/Wayne A. Stork Chairman of the Board and Director May 24, 1995
- -------------------------
Wayne A. Stork

/s/Brian F. Wruble President and Chief May 24, 1995
- ------------------------- Executive Officer
Brian F. Wrubble

/s/ David K. Downes Senior Vice President/Chief Administrative
- ------------------- Officer/Chief Financial Officer (Principal
David K. Downes Financial Officer and Principal
Accounting Officer) May 24, 1995

/s/Walter P. Babich * Director May 24, 1995
- -------------------------
Walter P. Babich

/s/Anthony D. Knerr * Director May 24, 1995
- -------------------------
Anthony D. Knerr

/s/Ann R. Leven * Director May 24, 1995
- -------------------------
Ann R. Leven

/s/W. Thacher Longstreth* Director May 24, 1995
- -------------------------
W. Thacher Longstreth

/s/Charles E. Peck * Director May 24, 1995
- -------------------------
Charles E. Peck
*By:/s/Wayne A. Stork
-----------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated

<PAGE> 148

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<PAGE> 149

INDEX TO EXHIBITS

Sequentially
Numbered Page
Exhibit No. Exhibit Number
- ----------- ------- --------------

(b)(2) By-Laws 150

(b)(5) Investment Management Agreement 177

(b)(6)(b) Form of Administration and
Service Agreement 181

(b)(6)(c) Dealer's Agreement 185

(b)(6)(d) Form of Mutual Fund Agreement for the
Delaware Group of Funds 193

(b)(7) Amended and Restated Profit Sharing Plan 197

(b)(11) Consent of Auditors 240

(b)(14) Amended Model Plans 242

(b)(16) Schedules of Computation for each Performance
Quotation 271

(b)(17) Financial Data Schedules 301

(b)(19) Directors' Power of Attorney 304

<PAGE> 150
DELAWARE GROUP CASH RESERVE, INC.

CERTIFICATION OF AMENDMENT TO BY-LAWS

AMENDING SECTION 7 OF ARTICLE III

JANUARY 28, 1995

The Undersigned Secretary of Delaware Group Cash Reserve, Inc. does
hereby certify that at the Board of Directors of the Fund at a meeting duly
called and held on January 28, 1995 did adopt the following resolution
amending Section 7 of Article III of the Fund's by-laws:

RESOLVED, that Article III, Section 7, be amended in its entirely to
read as follows:

Section 7. At any meeting of the stockholders of the Corporation
every stockholder having the right to vote shall be entitled, in
person or by proxy appointed by an instrument in writing subscribed
by such stockholder or by his duly authorized attorney-in-fact and
bearing a date not more than eleven months prior to said meeting
unless such instrument provides for a longer period, to one vote for
each share of stock having voting power registered in his name on
the books of the Corporation.

IN WITNESS WHEREOF, I have hereto subscribed my name this 28th day of
January, 1995.

/s/George M. Chamberlain, Jr.
------------------------------
George M. Chamberlain, Jr.
Secretary
<PAGE> 151

DELAWARE GROUP CASH RESERVE, INC.

CERTIFICATION OF AMENDMENT TO BY-LAWS

AMENDING SECTION 2 OF ARTICLE VI

NOVEMBER 21, 1991

The Undersigned Secretary of Delaware Group Cash Reserve, Inc. does
hereby certify that at the Board of Directors of the Fund at a meeting duly
called and held on November 21, 1991 did adopt the following resolution
amending Section 2 of Article VI of the Fund's by-laws:

RESOLVED, that Article VI, Section 2 of the Fund's by-laws be amended
to read in its entirely as follows:

Section 2. The Chairman of the Board shall be elected from the
membership of the Board of Directors, but other officers need not be
members of the Board of Directors. Any two or more offices may be
held by the same person except the offices of President and Vice
President. All officers of the Corporation shall serve for one year
and until their successors shall have been duly elected and shall
have qualified; provided, however, that any officer may be removed
at any time, either with our without cause, by action by the Board
of Directors.

AND FURTHER RESOLVED, that the appropriate officers of the Fund
are hereby authorized to take such other steps as may be necessary
to implement the aforesaid amendment.

IN WITNESS WHEREOF, I have hereto subscribed my name this 21st day
of November, 1991.

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

<PAGE> 152

DELAWARE GROUP CASH RESERVE FUND, INC.

CERTIFICATION OF AMENDMENT TO BY-LAWS

AMENDING SECTION 8 OF ARTICLE IV

JULY 22, 1991

The Undersigned Secretary of Delaware Group Cash Reserve Fund, Inc.
does hereby certify that at the Board of Directors of the Fund at a meeting
duly called and held on July 22, 1991 did adopt the following resolution
amending Section 8 of Article IV of the Fund's by-laws:

RESOLVED, that Article IV, Section 8, be amended in its entirely
to read as follows:

Section 8. The Board of Directors may hold their meetings and keep
the books of the Corporation outside of the State of Maryland at such
place or places as it may from time to time determine.

AND FURTHER RESOLVED, that the Secretary of the Fund is hereby
authorized and directed to include a certified copy of this
Amendment with the corporate records of the Fund; and further

RESOLVED, that the books and records of the Fund shall be
maintained at the offices of the Fund in the City of Philadelphia.

IN WITNESS WHEREOF, I have hereto subscribed my name this 22nd day
of July, 1991.

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

<PAGE> 153

DELAWARE GROUP CASH RESERVE, INC.

CERTIFICATION OF AMENDMENT TO BY-LAWS

AMENDING SECTION 2 OF ARTICLE III

JANUARY 15, 1991

The Undersigned Secretary of Delaware Group Cash Reserve, Inc. ("Fund")
does hereby certify that at the Board of Directors of the Fund at a meeting
duly called and held on January 15, 1991 did adopt the following resolution
amending Section 2 of Article III of the Fund's By-Laws:

WHEREAS, the Board of Directors of the Fund deems it to be in the
best interests of the Fund to amend the By-Laws of the Fund to provide that
holders of at least 10% of the Fund's shares be permitted, at the Fund's cost,
to call a special stockholders meetings for any purpose, in order to enable
the Fund's shares to be qualified and sold in the State of California;

NOW THEREFORE, BE IT RESOLVED, that the By-Laws of the Fund are
hereby amended by inserting, as amended Section 2 of ARTICLE III, the
following:

Section 2. Special meetings of the stockholders may be called
at any time by the Chairman, President or a majority of the
members of the Board of Directors and shall be called by the
Secretary upon the written request of the holders of at least
ten percent of the shares of the capital stock of the
Corporation issued and outstanding and entitled to vote at such
meeting. Upon receipt of a written request from such holders
entitled to call a special meeting, which shall state the
purpose of the meeting and the matter proposed to be acted on at
it, the Secretary shall issue notice of such meeting. The cost
of preparing and mailing the notice of a special meeting of
stockholders shall be borne by the Corporation. Special meetings
of the stockholders shall be held at the principal office of the
Corporation, or at such other place within or without the State
of Maryland as the Board of Directors may from time to time
direct, or at such place within or without the State of Maryland
as shall be specified in the notice of such meeting.

IN WITNESS WHEREOF, I have hereto subscribed my name this 15th day
of January, 1991.

/s/George M. Chamberlain, Jr.
------------------------------
George M. Chamberlain, Jr.
Secretary
<PAGE> 154

DELAWARE GROUP CASH RESERVE, INC.
BY-LAWS

ARTICLE I
OFFICES

Section 1. The principal office of the Corporation shall be in the City of
Baltimore, State of Maryland. The Corporation shall also have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.

ARTICLE II
STOCKHOLDERS AND STOCK CERTIFICATES

Section 1. Every stockholder of record shall be entitled to a stock
certificate representing the shares owned by him. Stock certificates shall be
in such form as may be required by law and as the Board of Directors shall
prescribe. Every stock certificate shall be signed by the Chairman or the
President or a Vice President and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, and sealed with the corporate
seal, which may be a facsimile, either engraved or printed. Stock certificates
may bear the facsimile signatures of the officers authorized to sign such
certificates.

<PAGE> 155

Section 2. Shares of the capital stock of the Corporation shall be
transferable only on the books of the Corporation by the person in whose name
such shares are registered, or by his duly authorized attorney or
representative. In all cases of transfer by an attorney-in-fact, the original
power of attorney, or an official copy thereof duly certified, shall be
deposited and remain with the Corporation or its duly authorized transfer
agent. In case of transfers by executors, administrators, guardians or other
legal representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited and remain with the Corporation
or its duly authorized transfer agent. No transfer shall be made unless and
until the certificate issued to the transferor shall be delivered to the
Corporation or its duly authorized transfer agent, properly endorsed.

Section 3. Any person desiring a certificate for shares of the capital
stock of the Corporation to be issued in lieu of one lost or destroyed shall
make an affidavit or affirmation setting forth the loss or destruction of such
stock certificate, and shall advertise such loss or destruction in such manner

<PAGE> 156

as the Board of Directors may require, and shall, if the Board of Directors
shall so require, give the Corporation a bond or indemnity, in such form and
with such security as may be satisfactory to the Board, indemnifying the
Corporation against any loss that may result upon the issuance of a new stock
certificate. Upon receipt of such affidavit and proof of publication of the
advertisement of such loss or destruction, and the bond, if any, required by
the Board of Directors, a new stock certificate may be issued of the same
tenor and for the number of shares as the one alleged to have been lost or
destroyed.

Section 4. The Corporation shall be entitled to treat the holder of record
of any share or shares of its capital stock as the owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether
or not the Corporation shall have express or other notice thereof.

ARTICLE III
MEETINGS OF STOCKHOLDERS

Section 1. (a) The Corporation is not required to
hold an Annual Meeting in any year in which the Corporation is not required

<PAGE> 157

to elect directors under the Investment Company Act of 1940. If the
Corporation is required under the Investment Company Act of 1940 to hold a
stockholder meeting to elect directors, the meeting shall be designated an
Annual Meeting of Stockholders for that year for the purpose of Maryland law.
(b) Annual meetings, if held, shall be held at such place and time as the
Board of Directors may by resolution establish, and shall be held no later
than 120 days after the occurrence of the event requiring the meeting. In the
absence of any specific resolution, Annual Meetings of Stockholders shall be
held at the Corporation's principal office, or such other place within or
without the State of Maryland as the Board of Directors may from time to time
prescribe. Meetings of stockholders for any other purpose may be held at such
place and time as shall be fixed by resolution of the Board of Directors and
stated in the Notice of the Meeting, or in a duly executed Waiver of Notice
thereof.

<PAGE> 158

the Corporation issued and outstanding and entitled to vote at such meeting;
provided, if the matter proposed to be acted on is substantially the same as a
matter voted on at any special meeting held during the preceding twelve
months, such written request shall be made by holders of at least a majority
of the capital stock of the Corporation issued and outstanding and entitled to
vote at such meetings. A special meeting of the stockholders shall also be
called by the Secretary upon the written request of at least ten percent of
the shares of the capital stock of the Corporation issued and outstanding and
entitled to vote at such meeting, for the express purpose of voting upon the
question of removal of a director or directors. Upon receipt of a written
request from such holders entitled to call a special meeting, which shall
state the purpose of the meeting and the matter proposed to be acted on at it,
the Secretary shall inform the holders who made such request of the reasonably
estimated cost of preparing and mailing a notice of a meeting and, upon
payment of such costs to the Corporation the Secretary shall issue notice of
such meeting. Special meetings of the stockholders shall be held at the
principal office of the Corporation, or at such other place within or without
the State of Maryland as the Board of Directors may from time to

<PAGE> 159

time direct, or at such place within or without the State of Maryland as shall
be specified in the notice of such meeting.

Section 3. Notice of the time and place of the annual or any special
meeting of the stockholders shall be given to each stockholder entitled to
notice of such meeting not less than ten days nor more than ninety days prior
to the date of such meeting. In the case of special meetings of the
stockholders, the notice shall specify the object or objects of such meeting,
and no business shall be transacted at such meeting other than that mentioned
in the call.

Section 4. The Board of Directors may close the stock transfer books of the
Corporation for a period not exceeding twenty days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not
exceeding twenty days in connection with the obtaining of the consent of
stockholders for any purpose; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in advance a
date, not exceeding ninety days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
<PAGE> 160

capital stock shall go into effect, or a date in connection with obtaining
such consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock or to give such consent, and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend or the receive such allotment of rights or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such record date fixed as
aforesaid.

Section 5. At all meetings of the stockholders a quorum shall consist of
the holders of a majority of the outstanding shares of the capital stock of
the Corporation entitled to vote at such meeting. In the absence of a quorum
no business shall be transacted except that the stockholders present in person

<PAGE> 161
or by proxy and entitled to vote at such meeting shall have power to adjourn
the meeting from time to time to a date not more than one hundred twenty days
after the original record date without further notice other than announcement
at the meeting. At any such adjourned meeting at which a quorum shall be
present any business may be transacted which might have been transacted at the
meeting on the date specified in the original notice. If a quorum is present
at any meeting, the holders of a majority of the shares of capital stock of
the Corporation issued and outstanding and entitled to vote at the meeting who
shall be present in person or by proxy at such meeting who shall have power to
approve any matter properly before the meeting, except a plurality of all
votes cast at a meeting at which a quorum is present shall be sufficient for
the election of a director. The holders of such majority shall also have power
to adjourn the meeting to any specific time or times, and no notice of any
such adjourned meeting need be given to stockholders absent or otherwise.

Section 6. At all meetings of the stockholders the following order of
business shall be substantially observed, as far as it is consistent with the
purpose of the meeting:

<PAGE> 162

Election of Directors;
Ratification of Selection of Auditors;
New business.

Section 7. At any meeting of the stockholders of the Corporation every
stockholder having the right to vote shall be entitled, in person or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than eleven months prior to said meeting unless such
instrument provides for a longer period, to one vote for each share of stock
having voting power registered in his name on the books of the Corporation.

ARTICLE IV
DIRECTORS

Section 1. The Board of Directors shall consist of not less than three nor
more than twelve members. The Board of Directors may by a vote of the entire
board increase or decrease the number of directors without a vote of the
stockholders; provided, that any such decrease shall not affect the tenure of
office of any director. Directors need not hold any shares of the capital
stock of the Corporation.

Section 2. The directors shall be elected by the stockholders of the
Corporation at an annual meeting, if held, or at a special meeting called for

<PAGE> 163
such purpose, and shall hold office until their successor shall be duly
elected and shall qualify.

Section 3. The Board of Directors shall have the control and management of
the business of the Corporation, and in addition to the powers and authority
by these By-Laws expressly conferred upon them, may exercise, subject to the
provisions of the laws of the State of Maryland and of the Articles of
Incorporation of the Corporation, all such powers of the Corporation and do
all such acts and things are not required by law or by the Articles of
Incorporation to be exercised or done by the stockholders.

Section 4. The Board of Directors shall have power to fill vacancies
occurring on the Board, whether by death, resignation or otherwise. A vacancy
of the Board of Directors resulting from any cause except an increase in the
number of directors may be filled by a vote of the majority of the remaining
members of the Board, though less than a quorum. A vacancy on the Board of
Directors resulting from an increase in the number of directors may be filled
by a majority of the entire Board of Directors. A director elected by the
Board of Directors to fill a vacancy shall serve until the next annual
meeting, whenever held, or special meeting called for that purpose, and until
his successor is elected and qualifies.
<PAGE> 164

Section 5. The Board of Directors shall have power to appoint, and at its
discretion to remove or suspend, any officers, managers, superintendents,
subordinates, assistants, clerks, agents and employees, permanently or
temporarily, as the Board may think fit, and to determine their duties and to
fix, and from time to time to change, their salaries or emoluments, and to
require security in such instances and in such amounts as it may deem proper.

Section 6. In case of the absence of an officer of the Corporation, or for
any other reason which may seem sufficient to the Board of Directors, the
Board may delegate his powers and duties for the time being to any other
officer of the Corporation or to any director.

Section 7. The Board of Directors may, by resolution or resolutions passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation which,
to the extent provided in such resolution or resolutions and by applicable

<PAGE> 165
law, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Any such committee shall
keep regular minutes of its proceedings, and shall report the same to the
Board when required.

Section 8. The Board of Directors may hold their meetings and keep the
books of the Corporation, except the original or a duplicate stock ledger and
the original or a certified copy of these By-Laws, outside of the State of
Maryland, at such place or places as they may from time to time determine.

Section 9. The Board of Directors shall have power to fix, and from time to
time to change the compensation, if any, of the directors of the Corporation.

Section 10. Upon retirement of a Director, the Board may elect him or her
to the position of Director Emeritus. Said Director Emeritus shall serve for
one year and may be re-elected by the Board from year to year thereafter. Said
Director Emeritus shall not vote at meetings of Directors and shall not be

<PAGE> 166

held responsible for actions of the Board but shall receive fees paid to
Board members for serving as such.

ARTICLE V
DIRECTORS MEETINGS

Section 1. The first regular meeting of the Board of Directors shall be
held each year within seven business days following the annual meeting of
stockholders at which the Directors are elected. Regular meetings of the Board
of Directors shall also be held without notice at such times and places as may
be from time to time prescribed by the Board.

Section 2. Special meetings of the Board of Directors may be called at any
time by the Chairman, and shall be called by the Chairman upon written request
of a majority of the members of the Board of Directors. Unless notice is
waived by all the members of the Board of Directors, notice of any special
meeting shall be given to each director at least twenty-four hours prior to
the date of such meeting, and such notice shall provide the time and place of
such special meeting.

Section 3. One-third of the entire Board of Directors shall constitute a
quorum for the transaction of business at any meeting; except that if the

<PAGE> 167
number of directors on the Board is less than six, two members shall
constitute a quorum for the transaction of business at any meeting. The act of
a majority of the directors present at any meeting where there is a quorum
shall be the act of the Board of Directors except as may be otherwise required
by Maryland law or the Investment Company Act of 1940.

Section 4. The order of business at meetings of the Board of Directors
shall be prescribed from time to time by the Board.

ARTICLE VI
OFFICERS AND AGENTS

Section 1. At the first meeting of the Board of Directors after the
election of Directors in each year, the Board shall elect a Chairman, a
President and Chief Executive Officer, one or more Vice Presidents, a
Secretary and a Treasurer and may elect or appoint one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents as the Board may deem necessary and as the business of the Corporation
may require.

<PAGE> 168

Section 2. The Chairman of the Board and the President shall be elected
from the membership of the Board of Directors, but other officers need not be
members of the Board of Directors. Any two or more offices may be held by the
same person except the offices of President and Vice President. All officers
of the Corporation shall serve for one year and until their successors shall
have been duly elected and shall have qualified; provided, however, that any
officer may be removed at any time, either with or without cause, by action by
the Board of Directors.

ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. The Corporation shall indemnify each officer and director made
party to a proceeding, by reason of service in such capacity, to the fullest
extent, and in the manner provided, under Section 2-418 of the Maryland
General Corporation Law: (i) unless it is proved that the person seeking
indemnification did not meet the standard of conduct set forth in subsection
(b)(1) of such section; and (ii) provided, that the Corporation shall not
indemnify any officer or director for any liability to the Corporation or its
security holders arising from the wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office.

<PAGE> 169

Section 2. The provisions of clause (i) of Section 1 of this Article VII
notwithstanding, the Corporation shall indemnify each officer and director
against reasonable expenses incurred in connection with the successful defense
of any proceeding to which each such officer or director is a party by reason
of service in such capacity.

Section 3. The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each officer and director who is made party
to a proceeding by reason of service in such capacity the reasonable expenses
incurred by such person in connection therewith.

ARTICLE VIII
DUTIES OF OFFICERS
CHAIRMAN OF THE BOARD

Section 1. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors and shall be a member ex officio of
all standing committees. He shall have those duties and responsibilities as
shall be assigned to him by the Board of Directors. In the absence,
resignation, disability or death of the President, the Chairman shall exercise

<PAGE> 170
all the powers and perform all the duties of the President until his return,
or until such disability shall be removed or until a new President shall have
been elected.

PRESIDENT

Section 2. The President shall be the Chief Executive Officer and head of
the Corporation, and in the recess of the Board of Directors shall have the
general control and management of its business and affairs, subject, however
to the regulations of the Board of Directors.

The President shall, in the absence of the Chairman, preside at all
meetings of the stockholders and the Board of Directors. In the event of the
absence, resignation, disability or death of the Chairman, the President shall
exercise all powers and perform all duties of the Chairman until his return,
or until such disability shall have been removed or until a new Chairman shall
have been elected.

VICE PRESIDENTS

Section 3. The Executive Vice President, and the Vice Presidents, shall
have those duties and responsibilities as shall be assigned to them by the
Chairman or the President. In the event of the absence, resignation,

<PAGE> 171
disability or death of the Chairman and President, the Executive Vice
President shall exercise all the powers and perform all the duties of the
President until his return, or until such disability shall be removed or until
a new President shall have been elected.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 4. The Secretary shall attend all meetings of the stockholders and
shall record all the proceedings thereof in a book to be kept for that
purpose, and he shall be the custodian of the corporate seal of the
Corporation. In the absence of the Secretary, an Assistant Secretary or any
other person appointed or elected by the Board of Directors, as is elsewhere
in these Bylaws provided, may exercise the rights and perform the duties of
the Secretary.

Section 5. The Assistant Secretary, or, if there be more than one Assistant
Secretary, then the Assistant Secretaries in the order of their seniority,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the secretary. Any Assistant Secretary elected by the

<PAGE> 172
Board shall also perform such other duties and exercise such other powers as
the Board of Directors shall from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 6. The Treasurer shall keep full and correct accounts of the
receipts and expenditures of the Corporation in books belonging to the
Corporation, and shall deposit all monies and valuable effects in the name and
to the credit of the Corporation and in such depositories as may be designated
by the Board of Directors, and shall, if the Board shall so direct, give bond
with sufficient security and in such amount as may be required by the Board of
Directors for the faithful performance of his duties.

He shall disburse funds of the Corporation as may be ordered by the Board
of Directors, taking proper vouchers for such disbursements, and shall render
to the President and Board of Directors at the regular meetings of the Board,
or whenever they may require it, an account of all his transactions as the
chief fiscal officer of the Corporation and of the financial condition of the
Corporation, and shall present each year before the annual meeting of
stockholders a full financial report of the preceding fiscal year.

<PAGE> 173

Section 7. The Assistant Treasurer, or, if there be more than one Assistant
Treasurer, then the Assistant Treasurers in the order of their seniority,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer. Any Assistant Treasurer elected by the
board shall also perform such duties and exercise such powers as the Board of
Directors shall from time to time prescribe.

ARTICLE IX
CHECKS, DRAFTS, NOTES, ETC.

Section 1. All checks shall bear the signature of such person or persons as
the Board of Directors may from time to time direct.

Section 2. All notes and other similar obligations and acceptances of
drafts by the Corporation shall be signed by such person or persons as the
Board of Directors may from time to time direct.

Section 3. Any officer of the Corporation or any other employee, as the
Board of Directors may from time to time direct, shall have full power to

<PAGE> 174
endorse for deposit all checks and all negotiable paper drawn payable to his
or their order or to the order of the Corporation.

ARTICLE X
CORPORATE SEAL

Section 1. The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization, and the
words "Corporate Seal, Maryland." Such seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE XI
DIVIDENDS

Section 1. Dividends upon the shares of the capital stock of the
Corporation may, subject to the provisions of the Articles of Incorporation of
the Corporation, if any, be declared by the Board of Directors at any regular
or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock of the Corporation.

Section 2. Before payment of any dividend there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors may, from time to time, in their absolute discretion, think

<PAGE> 175
proper as a reserve fund to meet contingencies, or for equalizing dividends,
or for repairing or maintaining any property of the Corporation, or for such
other purpose as the Board of Directors shall deem to be for the best
interests of the Corporation, and the Board of Directors may abolish any such
reserve in the manner in which it was created.

ARTICLE XII
FISCAL YEAR

Section 1. The fiscal year of the Corporation shall end on the last day of
December of each year.

ARTICLE XIII
NOTICES

Section 1. Whenever under the provisions of these By-Laws notice is
required to be given to any director or stockholder, such notice is deemed
given when it is personally delivered, left at the residence or usual place of
business of the director or stockholder, or mailed to such director or
stockholder at such address as shall appear on the books of the Corporation
and such notice, if mailed, shall be deemed to be given at the time it shall

<PAGE> 176
be so deposited in the United States mail postage prepaid. In the case of
directors, such notice may also be given orally by telephone or by telegraph
or cable.

Section 2. Any notice required to be given under these By-Laws may be
waived in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein.

ARTICLE XIV
AMENDMENTS

Section 1. These By-Laws may be amended, altered or repealed by the
affirmative vote of the holders of a majority of the shares of capital stock
of the Corporation issued and outstanding and entitled to vote thereon, or by
a majority of the Board of Directors, as the case may be.

<PAGE> 177
DELAWARE GROUP CASH RESERVE, INC.

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, made by and between DELAWARE GROUP CASH RESERVE, INC., a
Maryland Corporation, (the "Fund") and DELAWARE MANAGEMENT COMPANY, INC., a
Delaware Corporation, (the "Investment Manager").

W I T N E S S E T H:

WHEREAS, the Fund has been organized and operates as an investment company
registered under the Investment Company Act of 1940 and engages in the business
of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser under
the Investment Advisers Act of 1940 and engages in the business of providing
investment management services; and
WHEREAS, the indirect parent company of the Investment Manager completed on
the date of this Agreement a merger transaction which resulted in a change of
control of the Investment Manager and an automatic termination of the previous
Investment Management Agreement dated as of the 20th day of December, 1990; and
WHEREAS, the Board of Directors and shareholders of the Fund have
determined to enter into a new Investment Management Agreement with the
Investment Manager to be effective as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Fund hereby employs the Investment Manager to manage the investment
and reinvestment of the Fund's assets and to administer its affairs, subject to
the direction of the Board of Directors and officers of the Fund for the period
and on the terms hereinafter set forth. The Investment Manager hereby accepts
such employment and agrees during such period to render the services and assume
the obligations herein set forth for the compensation herein provided. The
Investment Manager shall for all purposes herein, be deemed to be an independent
contractor, shall not in any way be deemed an agent of the Fund, and shall,
unless otherwise expressly provided and authorized, have no authority to act for
or represent the Fund in any way. The Investment Manager shall regularly make
decisions as to what securities to purchase and sell on behalf of the Fund,
shall effect the purchase and sale of investments in furtherance of the Fund's
objectives and policies and shall furnish the Board of Directors of the Fund
with such information and reports regarding the Fund's investments as the
Investment Manager deems appropriate or as the Directors of the Fund may
reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear the
expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock;
issue, sale, redemption and repurchases of shares including costs and fees of
federal and state registrations; preparation of share certificates; reports and
notices to shareholders; calling and holding of shareholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal and
accounting fees; and taxes.

<PAGE> 178

Directors, officers and employees of the Investment Manager may be
directors, officers and employees of other funds which have the same Investment
Manager. Directors, officers and employees of the Investment Manager who are
directors, officers and/or employees of the Fund shall not receive any
compensation from the Fund for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and
in the performance of this Agreement, the Fund and Investment Manager may share
facilities common to each, with appropriate proration of expenses between them,
except that all executive salaries and executive expenses and office rent of the
Fund shall be paid by the Investment Manager.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager may place orders for the purchase
and sale of portfolio securities with broker/dealers who provide statistical,
factual and financial information and services to the Fund, to the Investment
Manager, or to any other Fund for which the Investment Manager provides
investment advisory services. Broker/dealers who sell shares of the Funds of
which Delaware Management Company, Inc. is Investment Manager, shall only
receive orders for the purchase or sale of portfolio securities to the extent
that the placing of such orders is in compliance with the Rules of the
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund and
the Fund may agree, to pay a member of an exchange, broker or dealer an amount
of commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it and the Investment
Manager have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds for which the Investment Manager
exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
the Investment Manager a fee payable monthly and computed on the asset value of
the Fund as of each day during the month, less all amounts paid by the Fund to
members of the Board of Directors of the Fund during the same period.

Annual Rate Average Daily Net Assets

.500 of 1% on the first $500,000,000
.475 of 1% on the next $250,000,000
.450 of 1% on the next $250,000,000
.425 of 1% on the next $250,000,000
.375 of 1% on the next $250,000,000
.325 of 1% on the next $250,000,000
.300 of 1% on the next $250,000,000
.275 of 1% on the average daily net
assets over $2,000,000,000

<PAGE> 179
Provided that in the event the Fund's average daily net assets shall
exceed $3,000,000,000 for any month, the Board of Directors will review the
contract in the fashion provided under Section 15(c) of the Investment Company
Act of 1940.
If this Agreement is terminated prior to the end of any calendar
month, the management fee shall be prorated for the portion of any month in
which this Agreement is in effect according to the proportion which the number
of calendar days during which the Agreement is in effect bears to the number of
calendar days in the month, and shall be payable within 10 days after the date
of termination.
5. The services to be rendered by the Investment Manager to the Fund under
the provisions of this Agreement are not to be deemed to be exclusive, and the
Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Fund or to any other investment company, corporation, association, firm or
individual.
7. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of duties of the Investment Manager to the
Fund, the Investment Manager shall not be subject to liabilities to the Fund or
to any shareholder of the Fund for any action or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding voting
securities of the Fund. It will continue in effect for a period of two years. It
shall be renewed thereafter only so long as such renewal and 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 hereof 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. No amendment to this Agreement shall be effective unless the terms
thereof have been approved by the vote of a majority of the outstanding voting
securities of the Fund and by the vote of a majority of Directors of the Fund
who are not parties to the Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated by the Fund at
any time, without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Fund's intention to do so, pursuant to action by the
Board of Directors of the Fund or pursuant to vote of a majority of the
outstanding voting securities of the Fund. The Investment Manager may terminate
this Agreement at any time, without the payment of penalty on sixty days'
written notice to the Fund of its intention to do so. Upon termination of this
Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.

<PAGE> 180

9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment" shall
have the meanings defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 3rd day of April,
1995.

DELAWARE GROUP CASH RESERVE, INC.

Attest: /s/ Eric E. Miller By: /s/ Brian F. Wruble
--------------------- ------------------------
Eric E. Miller Brian F. Wruble

DELAWARE MANAGEMENT COMPANY, INC.

Attest: /s/ Richelle S. Maestro By: /s/ Wayne A. Stork
------------------------ -------------------------
Richelle S. Maestro Wayne A. Stork

<PAGE> 181

__________________________________
Administration and Service Agreement

Gentlemen:

This Administration and Service Agreement ("Agreement") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by
each fund in the _____________________ listed on Exhibit A hereto (each
individually a "Fund" and collectively the "Funds"), as part of a plan pursuant
to said rule (each individually a "Plan" and collectively the "Plans"). Each
Plan has been approved by a majority of the Directors or Trustees, as relevant,
who are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan (the "non-interested
Directors"), cast in person at a meeting called for the purpose of voting on
such Plan. Such approval included a determination that in the exercise of the
reasonable business judgment of each Board of Directors or Trustees and in light
of the Directors' or Trustees' fiduciary duties, there is a reasonable
likelihood that the Plan will benefit each Fund and its shareholders. Each Plan
and the compensation to be paid under such Plan has also been approved by a vote
of at least a majority of the outstanding voting securities of such Fund, as
defined in the Act.

The Plan(s) and this Agreement shall continue in effect for a period of
more than one year from the date of execution or adoption only so long as such
continuance is approved at least annually by the non-interested Directors or
Trustees in the manner described in the preceding paragraph. In voting to
continue a Plan, Directors and Trustees have a duty to request and evaluate, and
any contra party hereto has a duty to furnish, such information as may
reasonably be necessary to an informed determination of whether the Plan should
be continued. Similarly, in voting to continue a Plan, Directors or Trustees
must conclude, in the exercise of their reasonable business judgment and in
light of their fiduciary duties, that there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.

TERMS

1. To the extent you 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 account designations and addresses, maintaining such

<PAGE> 182

accounts or such other services as a Fund may require, to the extent permitted
by applicable statutes, rules, or regulations, we shall pay you a fee based on
the value of the shares of each Fund which are attributable to customers of your
firm (all such shares being hereinafter referred to as "qualified assets")
calculated on the basis and at the rate set forth in the Schedule attached
hereto and made a part of this Agreement (the "Schedule").

2. Without prior approval by a majority of the outstanding shares of a
Fund, the aggregate annual fees paid to you pursuant to the Schedule attached
hereto shall not exceed the amount stated as the "annual maximum" on the
Schedule, which amount shall be a specified percent of the value of the Fund's
net assets held in your customers' accounts which are eligible for payment
pursuant to this Agreement (determined in the same manner as each Fund uses to
compute its net assets as set forth in its effective Prospectus).

3. 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 the Schedule.

4. 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 the
Plan by us with respect to the relevant Fund and the purposes for which such
expenditures were made.

5. As to a Fund, this Agreement may be terminated by us or by you, by the
vote of a majority of the Directors or Trustees with responsibility for such
Fund who are non-interested Directors, or by a vote of a majority of the
outstanding voting securities of such Fund, on sixty (60) days' written notice
all without payment of any penalty. This Agreement shall also be terminated
automatically by any act that terminates a Fund's Underwriting Agreement with
its Underwriter or a Fund's Management Agreement with its manager.

6. 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.

7. The provisions of the Plan between each Fund and us, insofar as they
relate to you, are incorporated herein by reference.

8. This Agreement shall take effect on the date set forth on the attached
Schedule.

<PAGE> 183

9. 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

10. Governing Law. This Agreement will be governed by and construed in
accordance with the law of the State of ____________, without reference to that
state's choice of law doctrine.

11. 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.

12. 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 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.

13. 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.

14. 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.

________________________________________________

By: ______________________________

Agreed and Accepted:

______________________________
(Name)

By: __________________________
(Authorized Officer)

<PAGE> 184

________________________________________

SCHEDULE TO ADMINISTRATION AND SERVICE AGREEMENT
________________________________________

AND

Pursuant to the provisions of the Administration and Service Agreement
between the above parties, each Fund listed below shall pay a fee to the
above-named party based on the net asset value of each Fund's shares during the
period indicated which are attributable to the above-named party calculated as
follows:

Frequency of
Name of Fund Amount Reimbursement
------------ ------ -------------

______________________________ _____________________________________
(Name)

By:___________________________ By:__________________________________
(Authorized Officer)

Dated:________________________

<PAGE> 185

DELAWARE
GROUP Dealer's Agreement
========

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

We invite you, as a selected dealer, to participate as principal in the
distribution of the shares 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, right of
accumulation, combined purchases privilege, exchange and reinvestment
privileges and 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 of 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.

<PAGE> 186

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 five
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 a specific request is received from
the purchaser. Certificates, if requested, will be issued in the names indicated
by registration instructions accompanying your payment.

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 has a Distribution Plan under Rule
12b-1 (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 and services and assistance to your customers
who own Fund shares, including but not limited to, answering inquiries
regarding the Fund or the status of a customer's account, assisting in
changing dividend options, account designations and addresses and providing
information to customers relating to maintaining their investment in the
Fund. 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; provided, however, that no payments shall be due
and paid to you hereunder unless and until the form of this Agreement shall
have been approved by a majority of the Board of Directors or Trustees of the
Fund and by a majority of the directors or trustees who are not "interested
persons" of us, the Fund or its investment manager, as such term is defined
in the 1940 Act (i.e., non-interested directors or trustees) by vote cast in
person at a meeting called for the purpose of voting on this form of
Agreement. The 12b-1 Plans in effect on the date of this Agreement are
substantially in the form set forth as Exhibit A hereto. 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 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.

<PAGE> 187

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 publicly 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 NASD and SEC as
required. 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 ter mination
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. Additional or modified forms
of Rule 12b-1 Plans may be included in this Agreement from time to time.

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 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

<PAGE> 188

_____________________________________________________________________________

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> 189

EXHIBIT A-1
FORM OF 12b-1 PLANS
A CLASS AND CONSULTANT CLASS SHARES

The 12b-1 Plans adopted by Funds in the Delaware Group
offering A Class Shares that are subject to a front-end sales
charge or Consultant Class Shares (money market funds) are
substantially in the following form:

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_______________ Class ("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 also 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 organized under the laws of the State of Maryland
authorized to issue different series of securities and is an open-end
management investment company registered under the Act. Delaware Management
Company, Inc. ("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 Distributor may enter into agreements with other registered
broker/dealers substantially in the form of the Dealer Agreement in the
implementation of this Plan and of the Distribution Agreement between it and
the Fund. The Fund may, in addition, enter into arrangements with other than
broker/dealers which are not "affiliated persons" or "interested persons" of
the Fund, DMC, Delaware International, or the Distributor to provide to the
Fund services in the Fund's marketing of shares of the Class, such
arrangements to be reflected by Service Agreements.

The Plan provides that:

1. The Fund shall pay a monthly fee not to exceed 0.3% (3/10 of 1%) per annum
of the Fund's average daily net 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 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 1
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: (1) 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.

<PAGE> 190

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
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.

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 on the date on which the Class commences
operations with public shareholders ("Commencement Date"); thereafter, it
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 and the Distributor, and the
Service Agreements between the Fund 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)(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 purposes of this Plan.

<PAGE> 191

Exhibit A-2

FORM OF 12b-1 PLANS

B CLASS SHARES

The 12b-1 Plans adopted by the Funds in the Delaware Group
offering B Class Shares are substantially in the following form:

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 B 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 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") 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, the forms of which
have been approved from time to time by the Fund's Board of Directors.

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 Fund.

<PAGE> 192

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.

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. The Distribution Agreement between the Fund and the Distributor, and any
dealers or servicing agreements between the Distributor and brokers or others
or between the Fund and others receiving a servicing fee, 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)(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.

AA-17A-1/95-U

<PAGE> 193

MUTUAL FUND AGREEMENT
FOR THE DELAWARE GROUP OF FUNDS

Gentlemen:

We are the national distributor for the Delaware Group of Funds with exclusive
right to sell and distribute Fund shares. (The term "Funds" in this Agreement
refers to each or any of the Funds that from time to time comprise the Delaware
Group and for whom we act as distributor.) You have indicated that you wish to
act as agent for your customers in connection with the purchase, sale and
redemption of Fund shares and desire to provide certain services to your
customers relating to their ownership of Fund shares, all in accordance with the
terms of this Agreement.

AGENT FOR CUSTOMERS: In placing orders for the purchase and sale of Fund shares,
you will be acting as agent for your customers and will not have any authority
to act as agent for us, any of the Funds or any of our affiliates or
representatives. Neither you nor any of your employees or agents are authorized
to make any representations concerning the Funds or Fund shares except those
contained in the then current "Prospectus" and in written information issued by
the Fund or by us as a supplement to the Prospectus. In purchasing Fund shares
your customers may rely only on such authorized information.

OFFERING PRICE TO PUBLIC: Orders for shares received from you and accepted by
the Fund or its agent, Delaware Service Co. Inc., will be at the public offering
price applicable to each order as set forth in the Prospectus. The manner of
computing the net asset value, 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, without notice, to suspend the sale of Fund
shares or withdraw the public offering.

SALES, ORDERS AND CONFIRMATIONS: All orders must be made subject to
confirmation. Your orders must be wired, telephoned or written to the Fund or
its agent. You agree to place orders on behalf of your customers for the number
of shares, and at the price, as in bona fide orders from your customers. We will
not accept any conditional orders. We will send a written confirmation of each
trade indicating that the trade was on a fully disclosed basis to your customer.
It is agreed and understood that, whether shares are registered in the
purchaser's name, in your name or in the name of your nominee, your customer
will have full beneficial ownership of the Fund shares.

AGENCY FEES: On each order accepted by us for a Fund with a sales charge, we
understand that you will charge your customer an agency commission or agency
transaction fee ("agency fee") as set forth in the schedule of sales concessions
and agency fees set forth in that Fund's Prospectus, as it may be amended from
time to time. This fee shall be subject to the provisions of all terms set forth
in the Prospectus for volume purchases and special plans and accounts (e.g.
retirement plans, letters of intent, etc.) You will not receive from us a
dealer's concession or similar allowance out of the sales charge. In accordance
with interpretations by the Staff of the Securities and Exchange Commission (the
"Commission"), the agency fee will be your sole charge to your customers for
placing such orders. You may elect to make payments in either of two ways: (a)
you may send us the public offering price for the Fund shares purchased less the
amount of the agency fee due you or (b) you or your customer may send us the
entire public offering price for the Fund shares and we will, on a periodic
basis, remit to you the agency fee due. You will notify us in writing of which
method of payment you elect. If any shares sold to your customer under the terms
of this Agreement are repurchased by the Fund or by us, or are tendered to a
Fund for redemption or repurchase, within seven (7) business days after the date
of the confirmation of the original purchase order, you will promptly refund to
us full agency fee paid or allowed to you on such shares.

<PAGE> 194

PAYMENT AND ISSUANCE OF CERTIFICATES: Regardless of the payment method elected,
Fund shares purchased by you for your customers hereunder shall be paid for in
fully by check payable to the Fund at its office within five business days after
our acceptance of your order. If not so paid, the Fund reserves the right,
without notice, to cancel the sale and to hold you responsible for any loss,
including lost profit, sustained by us or the Fund in consequence. Certificates
representing Fund shares will not be issued unless a specific request is
received from you or your customer. Certificates, if requested, will be issued
in the names indicated by registration instructions accompanying payment.

REDEMPTION: The Prospectus describes the provisions whereby the Fund, under all
ordinary circumstances, will repurchase its shares from shareholders on demand.
You agree that you will not make any representations to shareholders relating to
the purchase of their Fund 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 to your customers as the redemption price only
the price determined by the Fund.

12b-1 PLAN: With respect to any Fund that has a Distribution Plan under Rule
12b-1 (a "12b-1 Plan") of the Investment Company Act of 1940 (the "1940 Act"),
we expect you will provide shareholder and administrative services to your
customers, such as: answering inquiries regarding the Fund; assisting in
changing dividend options, account designations and addresses; performing
sub-accounting; establishing and maintaining shareholder accounts and records;
processing purchase and redemption transactions; providing periodic statements
and/or updates showing a customer's account balance and integrating such
statements with those of other transactions and balances in the customer's other
accounts serviced by you; and arranging for bank wires. You will transmit
promptly to customers all communications sent to you for transmittal to clients
by or on behalf of us, any Fund or such Fund's investment advisor, custodian or
transfer or dividend disbursing agent. You will promptly answer all written
complaints received by you relating to Fund accounts or promptly forward such
complaints to us and assist us in answering such complaints. For such services
we will pay you a fee as set 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 Plan adopted by certain of the
Funds, as such 12b-1 Plans may be in effect from time to time, provided,
however, that no payments shall be due and paid to you hereunder with respect to
a Fund unless and until the form of this Agreement shall have been approved by a
majority of the Board of Directors or Trustees of that Fund and by a majority of
the directors or trustees who are not "interested persons" of us, the Fund or
its investment manager, as such term is defined in the 1940 Act (i.e., non-
interested directors) by vote cast in person at a meeting called for the purpose
of voting on this form of Agreement. Each Fund reserves the right, at any time,
to suspend payments under its 12b-1 plan. You will furnish the Fund and us with
such information as may be reasonably requested by the Fund or its directors or
trustees or by us with respect to fees paid to you pursuant to this Agreement.
In accordance with interpretations and rulings to the Staff of the Commission,
you will not charge your customers any fees for services for which you are being
compensated under a 12b-1 Plan of a Fund.

SALE OF NO-LOAD - NON 12B-1 PLAN FUNDS: In connection with any orders placed by
you on behalf of your customers for shares of Funds that do not charge a sales
load and do not have a 12b-1 Plan, we understand that you may charge your
customers a limited service or transaction fee, in accordance with
interpretations and rulings of the Staff of the Commission.

<PAGE> 195

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 yo will be (a) a registered broker-dealer under the Securities
Exchange Act of 1934 and qualified under applicable state securities laws, if
any, to act as a broker or dealer in securities, and a member in good standing
of the National Association of Securities Dealers, Inc. (the "NASD"); or (b) a
"bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or
other financial institution) and not otherwise required to register as a broker
or dealer under such Act. You agree to notify us promptly in writing if this
representation ceases to be true. You also agree that you will comply with the
rules of the NASD including, in particular, Sections 2 and 26 of Article III
thereof, to the extent applicable, that you will maintain adequate records with
respect to your customers and their transactions, and that such transactions
will be without recourse against you by your customers. We recognize that, in
addition to applicable provisions of state and federal securities laws, you may
be subject to the provisions of the Glass-Steagall Act and other laws governing,
among other things, the conduct of activities by federal and state chartered and
supervised financial institutions and their affiliated organizations. Because
you will be the only one having a direct relationship with the customer, yo will
be responsible in that relationship for insuring compliance with all laws and
regulations, including those of all applicable federal and state regulatory
authorities and bodies having jurisdiction over you or your customers to the
extent applicable to securities purchases hereunder.

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 shall furnish you with information identifying the states 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 in which we indicate Fund shares
may not be sold.

LITERATURE: We will furnish you with copies of each Fund's Prospectus, sales
literature and other information made publicly available by the Fund, in
reasonable quantities upon your request. We shall file Fund sales literature and
promotional material with the NASD and SEC as required. You may not publish or
use any sales literature or promotional materials with respect to the Funds
without our prior review and written approval.

CUSTOMERS: The names of your customers will remain your sole property and will
not be used by us except for servicing or informational mailings and other
correspondence in the normal course of business.

NOTICES AND COMMUNICATIONS: All communications from you should be addressed to
us at 1818 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 above. 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. Notwithstanding the termination of this
Agreement, you shall remain liable for any amounts otherwise owing to us or the
Fund and for your portion of any transfer tax or other liability which may be
asserted or assessed against the Fund, us or any one or more of our dealers,
based upon the claim that you and such 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 promptly notify us in writing to the contrary, you
will be deemed to have accepted such modifications.

<PAGE> 196

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. Nothing contained
herein shall constitute you, us and any dealers an association or partnership.
All references in this Agreement to the "Prospectus" include the Statement of
Additional Information incorporated by reference therein and any stickers or
supplements thereto, provided that any requirement in this Agreement to deliver
a copy of the Prospectus shall not include the Statement of Additional
Information unless requested by the customer. This Agreement 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.

Date:________________ DELAWARE DISTRIBUTORS, L.P.

BY: DELAWARE DISTRIBUTORS, INC.,
General Partner

Accepted and Agreed to:

- ---------------------------
(Name of Firm)

BY:________________________
Name:
Title:

<PAGE> 197

PROFIT SHARING PLAN

DELAWARE GROUP DELAWARE FUND, INC.

SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989

<PAGE> 198

PROFIT SHARING PLAN
OF
DELAWARE GROUP DELAWARE FUND, INC.

SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989

TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I
PURPOSE CLAUSE . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE III
ELIGIBILITY OF EMPLOYEES
TO PARTICIPATE IN THE PLAN . . . . . . . . . . . . . . 6

ARTICLE IV
CONTRIBUTIONS TO PLAN . . . . . . . . . . . . . . . . . 7

ARTICLE V
ALLOCATION OF CONTRIBUTIONS . . . . . . . . . . . . . . 12

ARTICLE VI
RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . 14

ARTICLE VII
DISABILITY BENEFITS . . . . . . . . . . . . . . . . . . 14

ARTICLE VIII
DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . 14

ARTICLE IX
OTHER SEPARATION FROM SERVICE . . . . . . . . . . . . . 16

ARTICLE X
METHOD OF PAYMENT . . . . . . . . . . . . . . . . . . . 18

ARTICLE XI
ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . . 26

ARTICLE XII
AMENDMENT, CONSOLIDATION, MERGER
OR TERMINATION . . . . . . . . . . . . . . . . . . . . 29

(i)

<PAGE> 199

ARTICLE XIII
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE XIV
LOANS . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE XV
LIMITATIONS ON ALLOCATIONS . . . . . . . . . . . . . . 32

ARTICLE XVI
TOP HEAVY DEFINITIONS AND RULES . . . . . . . . . . . . 36

(ii)

<PAGE> 200

PROFIT SHARING PLAN
OF
DELAWARE GROUP DELAWARE FUND, INC.
SECOND AMENDMENT AND RESTATEMENT
EFFECTIVE APRIL 1, 1989

ARTICLE I

PURPOSE CLAUSE
--------------
This Profit Sharing Plan and the Trust Agreement forming a part hereof are
established for the benefit of the employees of Delaware Group Delaware Fund,
Inc. and the other investment companies of the Delaware Group of Funds to
promote in them a strong interest in the successful operation of the business
and to provide for them an opportunity for accumulation of funds for their
retirement benefit.

ARTICLE II

DEFINITIONS
-----------
When used herein, the following words shall have the following meanings
unless the context clearly indicates otherwise:

2.1 "Administrative Committee" or "Committee" shall mean the Administrative
Committee with authority and responsibility to manage and direct the operation
and administration of this Plan. "Administrative Committee" shall be deemed to
also mean "Administrator" and "Plan Administrator" as defined in ERISA.

2.2 "Anniversary Date" shall mean the first day of each Plan Year.

2.3 "Beneficiary" shall mean the person or persons designated by a
Participant to receive benefits upon the death of said Participant pursuant to
Article VIII.

2.4 "Board of Directors" shall mean the Board of Directors of the Employer.

2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.6 "Effective Date" of the Plan shall mean October 1, 1983. The Effective
Date of this amended and restated Plan shall mean April 1, 1989, except where
indicated otherwise.

2.7 "Eligibility Computation Period" shall mean the period of twelve (12)

-4-

<PAGE> 201

consecutive months beginning on the date an Employee first performs an Hour of
Service upon hire or rehire after a One Year Break in Service, and any Plan Year
following such date of hire or date of rehire following a One Year Break in
Service.

2.8 "Eligibility Year of Service" shall mean the Eligibility Computation
Period during which the Employee performs one thousand (1,000) or more Hours of
Service. Eligibility Years of Service shall include an Employee's prior service
with Delaware Management Company, Inc. or any Entity required to be aggregated
with Delaware Management Company, Inc. under Sections 414(b) or(c) of the Code.

2.9 "Employee" shall mean any person employed by the Employer or by any
affiliated Entity which adopts this Plan; provided, however, no person covered
by a collective bargaining agreement under which the Employer has participated
in good faith bargaining concerning retirement benefits shall be considered an
Employee for the purposes of this Plan. Any Leased Employee shall not be
considered an Employee for purposes of the Plan.

2.10 "Employer" shall mean Delaware Group Delaware Fund, Inc. and any other
affiliated investment company which adopts this Plan. Effective October 1, 1987,
and solely for purposes of determining periods of service for eligibility for
participation and vesting, the term "Employer" shall include any corporation
which is a member of a controlled group of corporations (as defined in Section
414(b) of the Code) which includes the Employer; any trade or business (whether
or not incorporated) which is under common control (as defined in Section 414(c)
of the Code) with the Employer; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Section 414(m)
of the Code) which includes the Employer; and any other Entity required to be
aggregated with the Employer pursuant to regulations under Section 414(o) of the
Code.

2.11 "Employer Contribution Account" shall mean a Participant's account
derived from Employer contributions and the earnings thereon.

2.12 "Entity" shall mean an individual, partnership, corporation or
unincorporated organization.

2.13 "ERISA" shall mean the Employee Retirement Income Security Act of 1974
and the Regulations promulgated thereunder by either the Department of Labor or
Treasury.

2.14 "Hour of Service" shall mean:

-5-

<PAGE> 202

(a) Each hour for which an Employee is paid, or entitled to payment, for
the performance of duties for the Employer. These hours will be credited to the
Employee for the computation period in which the duties are performed; and

(b) Each hour for which an Employee is paid, or entitled to payment, by the
Employer on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military service or leave of absence. No more than 501 Hours of Service
will be credited under this paragraph for any single continuous period (whether
or not such period occurs in a single computation period); and

(c) Each hour for which back pay, regardless of mitigation of damages, is
either awarded or agreed to by the Employer. The same Hours of Service will not
be credited both under paragraph (a) or paragraph (b), as the case may be, and
under this paragraph (c). These hours will be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which the award, agreement or payment is made.

(d) Hours of Service will be calculated on the basis described in
Department of Labor Regulations Section 2530.200b-2(b) and (c).

(e) Solely for purposes of determining whether a Break in Service has
occurred, for participation and vesting purposes, an individual who is absent
from work for maternity or paternity reasons will receive credit for the Hours
of Service which would otherwise have been credited to such individual. In the
event these hours cannot be determined, eight (8) Hours of Service per day will
be used. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (i) by reason of the pregnancy of the
individual, (ii) by reason of the birth of a child of the individual, (iii) by
reason of the placement of a child with the individual in connection with the
adoption of the child by such individual, or (iv) for purposes of caring for the
child for a period beginning immediately following such birth or placement.
However, in no event will the hours treated as Hours of Service under this
paragraph (e), by reason of any pregnancy or placement, exceed 501 hours. The
Hours of Service credited under this paragraph will be credited (i) in the Plan
Year in which the absence begins if the crediting is necessary to prevent a
Break in Service in that period, or (ii) in all other cases, in the following
Plan Year.

(f) Effective for Plan Years beginning on or after April 1, 1994, an
Employee shall be credited with 45 Hours of Service for each week for which he
would be required to be credited with at least one Hour of Service under
paragraphs (a)-(e) above.

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2.15 "Leased Employee" shall mean any person described in Section 414(n) of
the Code who is not an employee of the Employer who, pursuant to an agreement
between the Employer and any other person, has performed service for the
Employer (or for any related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full-time basis for a period of at
least one year and such services are of a type historically performed by
employees in the Employer's business field.

2.16 "Named Fiduciary" shall be the Administrative Committee and the
Trustee or Trustees serving from time to time and any other person who is
specifically so designated by the Board of Directors.

2.17 "Normal Retirement Date" shall mean the date on which a Participant
shall reach age 65.

2.18 "One Year Break in Service" or "Break in Service" shall mean a Plan
Year during which an Employee has or was separated from employment with Employer
and has completed 500 or less Hours of Service.

2.19 "Participant" shall mean any Employee who meets the eligibility
requirements under Article III or any Employee who is or may become eligible to
receive a benefit under the Plan or whose Beneficiaries may be eligible to
receive any such benefit.

2.20 "Participant Contribution Account" shall mean a Participant's account
derived from his voluntary contributions and the earnings thereon.

2.21 "Plan" shall mean the Employer's Profit Sharing Plan set forth in this
document and all subsequent amendments thereto.

2.22 "Plan Compensation" shall mean as of each Anniversary Date, the basic
compensation received by an Employee from the Employer during the preceding Plan
Year, including salary, draw, overtime and bonuses, but excluding contributions
to this or any other deferred compensation plan. Plan Compensation includes
salary reduction contributions paid by the Employer on the Employee's behalf to
a cafeteria plan, within the meaning of Section 125 of the Code, maintained by
the Employer. Effective for Plan Years beginning on or after April 1, 1994, Plan
Compensation shall mean the sum of (a) the total earnings which are received by
the Employee from the Employer for the preceding Plan Year and which are
required to be reported as wages on the Employee's Form W-2 (in the wages, tips
and other compensation box) and (b) the total amount contributed by the

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Employer on behalf of the Employee pursuant to a salary reduction agreement
which is not includable in the gross income of the Employee under Sections 125
or 402 (e)(3) of the Code, but excluding all of the following items (even if
includable in gross income): reimbursements or other expense allowances, fringe
benefits (cash and non-cash), moving expenses, deferred compensation and welfare
benefits.

For Plan Years beginning on or after April 1, 1989, the Plan Compensation
of each Participant taken into account under the Plan shall not exceed $200,000,
as adjusted by the Secretary of the Treasury. In determining the Plan
Compensation of a Participant for purposes of the limitations set forth in the
preceding sentence, the rules of Section 414(q)(6) of the Code shall apply,
except in applying such rules, the term "family" shall include only the spouse
of the Participant and any lineal descendants of the Participant who have not
attained age 19 before the close of the Plan Year. If, as a result of the
application of such rules, the adjusted $200,000 limitation is exceeded, then
the limitation shall be prorated among the affected individuals in proportion to
each such individual's Plan Compensation as determined under this Section 2.22
prior to the application of this limitation. Effective for Plan Years beginning
on or after January 1, 1994, the Plan Compensation of a Participant shall not
exceed $150,000, as adjusted at the time and manner prescribed by Section 401
(a)(17)(B) of the Code.

2.23 "Plan Year" shall mean a twelve-month period beginning on April 1st
and ending on March 31st. For the Plan Years beginning before April 1, 1989 and
after December 31, 1986, the term Plan Year means a twelve month period
beginning October 1st and ending September 30th, except that the Plan Year
beginning October 1, 1988 is a short year which ends March 31, 1989.

2.24 "Total and Permanent Disability" shall mean incapacity, resulting from
injury or disease, of a Participant to perform any work for Employer and shall
be presumed permanent after the same has continued uninterrupted for six months
as certified by a qualified physician selected by the Administrative Committee.

2.25 "Trustee" or "Trustees" shall mean the trustee or trustees named in
the Trust Agreement attached hereto and forming a part hereof, or any successor
thereto.

2.26 "Trust Fund" or "Fund" shall mean all property held pursuant to the
Trust Agreement.

2.27 "Valuation Date" means the last day of each Plan Year and such other
quarterly, monthly or daily dates as determined by the Administrative Committee.

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2.28 "Year of Service" shall mean a Plan Year during which an Employee
completes at least 1,000 Hours of Service; provided, however, that for the
period from October 1, 1988 through March 31, 1990, an Employee shall be given
credit for a Year of Service if he completes 1,000 Hours of Service during the
period October 1, 1988 to September 30, 1989 and shall be given credit for an
additional Year of Service if he completes 1,000 Hours of Service during the
period April 1, 1989 to March 31, 1990. For purposes of determining a
Participant's nonforfeitable right to his Employer Contribution Account, Years
of Service shall include an Employee's prior service with Delaware Management
Company, Inc. or any other Entity required to be aggregated with Delaware
Management Company, Inc. under Sections 414(b) or (c) of the Code. An Employee
shall also receive credit for a Year of Service if he completes 1000 or more
Hours of Service during his initial Eligibility Computation Period.

2.29 Whenever used herein, the masculine provision includes the feminine
and the singular includes the plural.

ARTICLE III

ELIGIBILITY OF EMPLOYEES
TO PARTICIPATE IN THE PLAN
--------------------------
3.1 Each Employee who was a Participant on March 31, 1989 shall continue as
a Participant. Each other Employee shall be eligible to participate in this Plan
on the first day of the Plan Year within which he completes one Eligibility Year
of Service.

3.2 Any Participant who returns to service after a Break in Service shall
be admitted to the Plan as a Participant on his date of re-employment.

3.3 Within 60 days of each Anniversary Date of this Plan, the Employer
shall furnish the Administrator a list showing all eligible Employees, the date
of employment, the Years of Service, the Plan Compensation of each eligible
Employee and the date of termination of any terminated Employees.

3.4 Notwithstanding the provisions of Section 3.1 to the contrary, if an
Employee is employed by the Employer on March 31, 1989 and has completed by such
date 1,000 or more Hours of Service during an Eligibility Computation Period
which began on or before October 1, 1988, such Employee shall be eligible to
participate in the Plan on October 1, 1988.

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ARTICLE IV

CONTRIBUTIONS TO PLAN
---------------------
4.1 Each participating Employer may contribute to the Plan's Trust Fund for
each taxable year an amount, if any, determined in accordance with a resolution
of the Board of Directors adopted before the date prescribed by law for filing
its Federal income tax return for such taxable year (including extensions
thereof); provided, however, that no contributions shall be made for any year in
excess of the amount deductible for such year under provisions of the Code and
regulations thereunder as then in effect. For Plan Years beginning on or after
April 1, 1989, the Employer may make contributions regardless of whether or not
it has Net Profits and Earnings for its tax year.

4.2 For Plan Years beginning before April 1, 1989, Net Profits and Earnings
in any one year of operations means the net income before provisions for Federal
and State income taxes as determined by the certified public accountants
employed by the Employer in accordance with generally accepted accounting
principles of open-end management investment companies.

4.3 For each taxable year, the contributions shall accrue on the
Anniversary Date thereof, but shall not be considered as accruing during the
said taxable year prior to the Anniversary Date thereof.

4.4 The Trust Fund shall not be diverted to any use other than the
exclusive benefit of eligible Employees and their Beneficiaries.

4.5 Effective August 1, 1991, a Participant may not make voluntary
contributions to his Participant Contribution Account. Prior to August 1, 1991,
a Participant may make voluntary contributions to his Participant Contribution
Account. Such contributions may be made by payroll deductions or in such other
manner and subject to such procedures as the Administrator may prescribe. No
Participant may contribute more than ten percent of his aggregate Plan
Compensation for all Plan Years during which he participated in the Plan.

4.6 Notwithstanding the provisions of Article IX, a Participant shall have
a nonforfeitable interest in all voluntary contributions made by him and in any
increase in his account attributable to such contributions.

4.7 A Participant shall have the right to withdraw the total amount of his
voluntary contributions at any time; provided, however, that such withdrawal

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shall be permissible only with respect to the amount of such Participant's
voluntary contributions and not to any increase in his account attributable to
such contributions. No Participant shall be permitted to make withdrawals of
his voluntary contributions more than four times in any one calendar year.
Effective as of the date of adoption of this amended and restated Plan, a
Participant shall be permitted to make withdrawals as frequently as monthly of
all or a portion of his voluntary contributions, including the earnings
thereon.

4.8 The Fund may accept rollover contributions on behalf of an Employee
(including an Employee who has not satisfied the requirements to be eligible to
participate) from any other plan maintained for his benefit which satisfies the
requirements of a tax-qualified plan, or a rollover individual retirement
account; provided, however, that such rollovers are permitted by and effected in
accordance with the requirements of the Code. The Administrative Committee may
as a condition of acceptance of such rollovers demand such information, opinions
and statements as it deems necessary to assure that such rollovers conform to
the requirements of the federal tax laws.

4.9 An Employee for whom a rollover has been made shall be deemed a
Participant with respect to the amount contributed and shall have a
nonforfeitable interest in such amount and any increases attributable to it. Any
such rollovers shall be held in a special account for the Participant segregated
from other assets held by the fund. Such contributions will be administered and
distributed pursuant to the provisions of this Plan.

4.10 The following special non-discrimination rules pertaining to voluntary
contributions shall be applicable for Plan Years beginning on or after October
1, 1987 and before April 1, 1990.

(a) For any Plan Year, the Contribution Percentage for all Highly
Compensated Employees will not exceed the greater of (i) or (ii) as follows:

(i) The Contribution Percentage for all Non-Highly Compensated Employees,
times 1.25; or

(ii) The lesser of the Contribution Percentage for all Non-Highly
Compensated Employees, times 2.0, provided that the Contribution Percentage for
all Highly Compensated Employees may not exceed the Contribution Percentage for
all Non-Highly Compensated Employees by more than two (2) percentage points or
such lesser amount as the Secretary of Treasury will prescribe to prevent the
multiple use of this alternative limitation with respect to any Highly
Compensated Employee.

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(b) Distribution of Excess Aggregate Contributions.

(i) Excess Aggregate Contributions, plus any income and minus any loss
allocable thereto, will be distributed no later than the last day of each Plan
Year to Participants to whose accounts Excess Aggregate Contributions were
allocated for the preceding Plan Year.

(ii) For the Plan Year beginning on October 1, 1987, the income or loss
allocable to Excess Aggregate Contributions shall be determined under any
reasonable method, which method shall be applied on a consistent basis for all
Participants. For Plan Years beginning after 1987, the income or loss allocable
to Excess Aggregate Contributions shall be the sum of (A) and (B) below:

(A) The income or loss for the Plan Year allocable to the Participant's
voluntary contribution Account multiplied by a fraction, the numerator of which
is the Participant's Excess Aggregate Contributions for the year, and the
denominator of which is the balance of the Participant's voluntary contribution
account as of the end of the Plan Year, minus income (or plus losses) allocable
to such account.

(B) The income or loss for the period between the end of the Plan Year and
the date of the distribution allocable to the Participant's voluntary
contribution account multiplied by the fraction described in (A), above.

In lieu of using the formula described in (B), the income or loss for the
period between the end of the Plan Year and the date of the distribution
allocable to Excess Aggregate Contributions for the year may be calculated under
the following alternative method, provided such method is applied on a
consistent basis for all Participants: ten percent (10%) of the amount
determined under (A), above, multiplied by the number of whole calendar months
that have elapsed since the end of the Plan Year. For this purpose, if a
distribution of Excess Aggregate Contributions is made after the 15th day of a
month, that month will be counted as a whole month.

(i) "Contribution Percentage" means, for a group of Participants, the
average of the following ratios (calculated separately) for each Participant in
the group:

(A) The sum of voluntary contributions made on behalf of each Participant
for the Plan Year; over

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(B) The Participant's Compensation for that Plan Year, whether or not the
Participant was a Participant for the entire Plan Year.

The Contribution Percentage for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have voluntary employee
contributions or employer matching contributions allocated to his account under
two or more plans described in Section 401(a) of the Code or arrangements
described in Section 401(k) of the Code that are maintained by the employer or
an entity that is required to be aggregated with the employer pursuant to
Sections 414(b), (c), (m), or (o) of the Code will be determined as if all such
contributions were made under a single plan. If a Highly Compensated Employee
participates in two or more arrangements described in Section 401(k) of the Code
that have different plan years, all such arrangements ending with or within the
same calendar year shall be treated as a single arrangement.

For purposes of determining the Contribution Percentage of a Participant
who is a five-percent owner or one of the ten most Highly Compensated Employees,
the Contribution Percentage and compensation of such Participant will include
the Contribution Percentage and Compensation of Family Members, and such Family
Members will be disregarded in determining the Contribution Percentage for
Participants who are Non-Highly Compensated Employees.

Voluntary contributions will be considered made for a Plan Year if made by
the date specified in the applicable regulations and allocated to a
Participant's account for the Plan Year.

The determination and treatment of the Contribution Percentage of any
Participant will satisfy such other requirements as may be prescribed by
Secretary of the Treasury.

In the event that this Plan satisfies the requirements of Sections 401(m),
401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans,
or if one or more other plans satisfy the requirements of such Sections only if
aggregated with this Plan, then this Section 4.10 will be applied by determining
the Contribution Percentages of eligible Participants as if all such plans were
a single plan. For plan years beginning after December 31, 1989, plans may be
aggregated in order to satisfy Section 401(m) of the Code only if they have the
same plan year.

(ii) "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of:

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(A) The aggregate Contribution Percentage amounts taken into account in
computing the numerator of the Contribution Percentage actually made on behalf
of Highly Compensated Employees for such Plan Year; over

(B) The maximum Contribution Percentage amounts permitted by the
Contribution Percentage limits set forth in this Section 4.10 (determined by
reducing contributions made on behalf of Highly Compensated Employees in order
of their Contribution Percentages beginning with the highest of such
percentages).

(iii) "Family Member" means an individual described in Section 414(q)(6)(B)
of the Code.

(iv) "Highly Compensated Employee" means a highly compensated active
employee or a highly compensated former employee, as described below.

A highly compensated active employee includes any employee who performs
service for the employer during the determination year and who, during the
look-back year: (i)received compensation from the employer in excess of $75,000
(as adjusted pursuant to Section 415(d) of the Code); (ii) received compensation
from the employer in excess of $50,000 (as adjusted pursuant to Section 415(d)
of the Code) and was a member of the top-paid group for such year; or (iii) was
an officer of the employer and received compensation during such year that is
greater than 50 percent of the dollar limitation in effect under Section
415(b)(1)(A) of the Code. The term Highly Compensated Employee also includes:
(i) employees who are both described in the preceding sentence if the term
"determination year" is substituted for the term "look-back year" and the
employee is one of the 100 employees who received the most compensation from the
Employer during the determination year; and (ii) employees who are five percent
owners at any time during the look-back year or determination year.

If no officer has satisfied the compensation requirement of (iii) above
during either a determination year or a look-back year, the highest paid officer
for such year shall be treated as a Highly Compensated Employee.

For this purpose, the determination year shall be the Plan Year. The
look-back shall be the twelve (12)-month period immediately preceding the
determination year.

A highly compensated former employee includes any employee who separated
from service (or was deemed to have separated) prior to the determination year,
performs no service for the employer during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the employee's fifty-fifth (55th)
birthday.

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<PAGE> 211

If an employee is, during a determination year or look-back year, a Family
Member of either a five percent owner who is an active or former employee or a
Highly Compensated Employee who is one of the ten (10) most Highly Compensated
Employees ranked on the basis of compensation paid by the Employer during such
year, then the Family Member and the five percent owner or top-ten (10) Highly
Compensated Employee shall be aggregated. In such case, the Family Member and
five percent owner or top-ten Highly Compensated Employee shall be treated as a
single employee receiving compensation and Plan contributions or benefits equal
to the sum of such compensation and contributions or benefits of the Family
Member and five percent owner or ten (10) most Highly Compensated Employee.

The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of employees in the top-paid group,
the top one hundred (100) employees, a five percent owner, the number of
employees treated as officers and the compensation that is considered, will be
made in accordance with Section 414(q) of the Code and the regulations
thereunder.

(v) "Compensation" means all of an Employee's compensation, as that term is
defined in Article XV, Limitations on Allocations, and shall include elective
contributions that are made by the Employer on behalf of the Employee and which
are not includable in income under Section 125 of the Code. Compensation shall
be subject to the limitation of Section 401(a)(17) of the Code.

ARTICLE V

ALLOCATION OF CONTRIBUTIONS
---------------------------
5.1 A separate and complete accounting shall be maintained for each
Participant which shall set forth the amount credited to or forfeited from his
Employer Contribution Account and his Participant Contribution Account. Employer
contributions and Participant contributions shall be allocated among investment
companies managed by Delaware Management Company, Inc. Each Participant shall
file a written notice with the Committee thereby making an election as to what
proportion of his contributions, including both contributions made by the
Employer and voluntary contributions, shall be allocated to the eligible
investment company funds, as announced from time to time by the Committee. Each
Participant shall have the right to change the investment allocation of his
contributions and his accumulated account balance, in accordance with rules and
procedures as announced from time to time by the Committee, provided changes are
subject to any limitations imposed on the right of exchange by the investment
media.

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5.2 The Employer's contributions and any forfeitures for each Plan Year
shall be credited to the Employer Contribution Accounts of Participants who are
employed by the Employer on the Anniversary Date and allocated in the proportion
that the Plan Compensation of each Participant bears to the total Plan
Compensation of all Participants for such Plan Year. A Participant who
terminates employment on the Anniversary Date shall be treated as employed by
the Employer on the Anniversary Date. All voluntary contributions made by a
Participant prior to August 1, 1991 shall be credited to his Participant
Contribution Account.

5.3 As of the Anniversary Date, each Participant's Employer Contribution
Account and his Participant Contribution Account shall be valued at its fair
market value. For the purposes of paying benefits to a Participant, his accounts
shall be valued on the most recent Valuation Date as determined by the
Administrative Committee.

5.4 Income when earned less expenses, if any, when charged, shall be
credited to or charged against each Participant's account, in accordance with
the self-directed investments selected by the Participant.

5.5 The Committee shall, as of each Anniversary Date, determine the total
amount of forfeitures which accrued during the Plan Year and shall add the
forfeited amount to the Employer's annual contribution for the purposes of
reallocation to the remaining Participants as provided in Section 5.2.

5.6 Any allocation made and credited to the account of a Participant under
this Article shall not cause such Participant to have any right, title or
interest in or to any assets of the Trust Fund except at the time or times, and
under the terms and conditions, expressly provided for in this Plan.

5.7 (a) In the case of a contribution to the Plan which is made by the
Employer because of a mistake of fact, the Employer may, within one year after
the payment of such contribution, withdraw such contribution from the Trust
Fund.

(b) Employer contributions to the Plan are expressly conditioned on the
deductibility of such contributions under Section 404 of the Code. To the extent
such contributions are disallowed, the Employer may, within one year of the
disallowance of the deduction, withdraw such contribution from the Trust Fund.

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ARTICLE VI

RETIREMENT BENEFITS
-------------------
6.1 Upon attaining Normal Retirement Date, a Participant shall have a fully
vested and nonforfeitable right to his entire Employer Contribution Account and
shall be entitled to retire and upon so retiring shall be entitled to the
commencement of the payment of his benefits, consisting of the balance of his
accounts, in accordance with the method of payment elected pursuant to Article
X.

6.2 A Participant who retires after his Normal Retirement Date shall
continue to be a Participant in the Plan until his actual retirement and shall
be eligible to share in the allocation of Employer contributions as provided in
Section 5.2.

ARTICLE VII

DISABILITY BENEFITS
-------------------
7.1 If the employment of a Participant has been terminated prior to his
retirement date because of Total and Permanent Disability, such Participant
shall be entitled to receive his entire Participant Contribution Account and his
entire Employer Contribution Account in accordance with the manner elected under
Article X.

7.2 Upon a Participant's cessation of Total and Permanent Disability and
upon his return to work for Employer before all of his account has been
distributed, no further payments shall be made therefrom by reason of the
disability. A Participant shall have no right or obligation to repay any amount
distributed to him pursuant to Section 7.1.

ARTICLE VIII

DEATH BENEFITS
--------------
8.1 Notwithstanding anything stated in the Plan to the contrary, if a
Participant dies prior to receiving the entire nonforfeitable amount credited to
his accounts, all such undistributed nonforfeitable amounts shall be paid to the
Participant's surviving spouse, unless there is no surviving spouse or the
surviving spouse consents in writing to the payment of death benefits to another
Beneficiary. A spouse's consent must satisfy the following requirements:

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(a) the consent must be in writing;

(b) the consent must be witnessed by a member of the Administrative
Committee or a notary public;

(c) the consent must approve a designation of a specific Beneficiary,
including any class of Beneficiaries or any contingent Beneficiaries, which may
not be changed without spousal consent, or the spouse expressly permits
designations by the Participant without any further spousal consent; and

(d) the consent acknowledges the effect of the Participant's designation of
Beneficiary. If a consent permits designations by the Participant without any
requirement of further consent by such spouse, it must acknowledge that the
spouse has the right to limit consent to a specific Beneficiary and that the
spouse voluntarily elects to relinquish such right.

Written consent of a spouse need not be obtained if the Participant
establishes to the satisfaction of the Committee that there is no spouse or that
the spouse cannot be located. Any such designation may be changed from time to
time by the Participant by filing a new designation with the Committee, provided
the spousal consent requirements above are satisfied.

8.2 Each Participant may file with the Committee a designation of
Beneficiary to receive amounts payable under this Plan upon his death. The
designation may be changed from time to time by the Participant, except that a
married Participant may not name a Beneficiary other than his spouse without a
written consent which satisfies the requirements of Section 8.1. If no
designation has been filed, or all designated Beneficiaries have predeceased the
Participant, then any amounts payable shall be paid to his surviving spouse. If
there is no surviving spouse, any amounts payable shall be paid to his estate.

8.3 If at, after or during the time when a benefit is payable to any
Beneficiary, the Administrative Committee, upon request of the Trustee or at its
own instance, mails by registered or certified mail to the Beneficiary at the
Beneficiary's last known address a written demand for his then address, or for
satisfactory evidence of his continued life or both, and, if the Beneficiary
shall fail to furnish the information to the Committee within 3 years from the
mailing of the demand, then the Committee shall distribute the remaining
benefits to the Beneficiary next entitled thereto under Section 8.3 above as if
the Beneficiary designated by the Participant or Section 8.3 were then deceased.

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ARTICLE IX

OTHER SEPARATION FROM SERVICE
-----------------------------
9.1 (a) If a Participant separates from service other than under Articles
VI, VII or VIII, he shall be entitled to receive a lump sum distribution of his
entire Participant Contribution Account and his entire nonforfeitable Employer
Contribution Account. Such distribution shall be made upon the written request
of the Participant and shall be made as soon as practicable following the
Participant's separation from service, but not later than the close of the
second Plan which such separation occurs.

(b) If the non-forfeitable portion of the Participant's Employer
Contribution Account and his Participant Contribution Account exceeds $3500 (or
ever exceeded $3500 at the time of an earlier distribution), and the Participant
does not consent in writing to receive a lump sum distribution of his accounts
by the close of the second Plan Year following his separation from service, no
distribution shall be made to the Participant until he attains his Normal
Retirement Date. Regardless of whether the Participant consents in writing, if
the non-forfeitable portion of the Participant's Employer Contribution Account
and Participant Contribution Account does not exceed $3500 (or did not exceed
$3500 at the time of a prior distribution), a lump sum distribution shall be
made to the Participant of the entire value of the non-forfeitable portion of
his accounts not later than the end of the second Plan Year following his
separation from service.

(c) If a distribution is made to the Participant of the nonforfeitable
portion of his Employer Contribution Account upon his separation from service,
the non-vested portion of his Account, if any, will be treated as a forfeiture
and reallocated to remaining Participants as provided in Section 5.2. If the
Participant does not receive a distribution of his Employer Contribution Account
upon his separation from service, such Account shall be held for the Participant
until he attains Normal Retirement Date and the non-vested portion of the
Account shall be treated as a forfeiture when the Participant sustains five
consecutive One Year Breaks in Service.

(d) In the event a Participant who is less than fully vested in his
Employer Contribution Account receives a distribution of his vested interest in
such Account upon his separation from service, and such Participant subsequently
returns to employment of the Employer, the Participant's Employer Contribution
Account will be restored to the value of the Account on the date of the
distribution if the Participant repays to the Trustees the full amount of such

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distribution before the earlier of five consecutive One-Year Breaks in Service
or five years after the Participant's date of reemployment. Restoration of the
forfeited amount of a Participant's Account shall be made from forfeitures or
Employer contributions.

9.2 (a) In the event a Participant separates from service with the Employer
for reasons other than retirement, disability, death or a layoff by the
Employer, he shall have a nonforfeitable right to the amount credited to his
Employer Contribution Account in accordance with the following schedule:

Completed Years of Service Percentage
-------------------------- ----------
At least But less than
0 1 0%
1 2 20%
2 3 40%
3 4 60%
4 5 80%
5 or more 100%

(b) A Participant shall have a wholly vested and nonforfeitable right to
his Employer Contribution Account upon separation from service on account of
retirement on or after the Normal Retirement Date, Total and Permanent
Disability, death while in the employ of the Employer or layoff by the Employer.
For purposes of this Section 9.2, the term "layoff" shall mean any involuntary
separation from service other than separation due to cause. If a Participant
separates from service with the Employer, the non-vested portion of his Employer
Contribution Account, if any, shall be forfeited upon the death of the
Participant.

(c) If the Employer amends the Plan in a manner which directly or
indirectly affects the computation of a Participant's nonforfeitable percentage,
each Participant who completes an Hour of Service in any Plan Year beginning
after December 31, 1988 and who has at least three Years of Service may elect
after the adoption of such amendment to have his nonforfeitable interest
computed under the Plan without regard to such amendment. The period during
which the election may be made shall commence the day the amendment is adopted
and shall end on later of:

(i) sixty (60) days after the amendment is adopted;

(ii) sixty (60) days after the amendment becomes effective; or

(iii) sixty (60) days after the Participant is issued written notice of the
amendment by the Employer or the Committee.

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9.3 (a) In the case of a Participant who has a Break in Service, Years of
Service completed before such Break shall not be counted until the Participant
has completed a Year of Service for the purpose of determining his
nonforfeitable percentage of the amount credited to his Employer Contribution
Account after such Break in Service.

(b) Years of Service completed on reemployment and after separation from
service with the Employer in connection with which he has five consecutive One
Year Breaks in Service shall not be counted for purposes of determining such
Participant's nonforfeitable percentage right to amounts credited to his
Employer Contribution Account before such Break in Service.

ARTICLE X

METHOD OF PAYMENT
-----------------
10.1 At the request of a Participant, the form of benefit payments may be
one of the following in cash:

(a) in a lump sum payment; or

(b) in periodic, monthly, quarterly, semi-annual or annual installments
over a period certain not exceeding the Participant's life expectancy or the
joint life expectancy of the Participant and his designated Beneficiary. If
periodic installments are to be paid, a Participant's account shall be invested
in the investment company funds available under the Plan as designated by the
Participant.

If periodic installments are paid over the life expectancy of the
Participant or joint life expectancy of the Participant and a designated
Beneficiary, a Participant may elect, prior to the time distributions begin,
whether or not to have his life expectancy and his Beneficiary's life expectancy
(if the Beneficiary is his spouse) annually recalculated. In the absence of such
election, life expectancies will not be recalculated.

10.2 In no event shall payments of benefits under this Plan commence later
than sixty (60) days after the close of the Plan Year in which the latest of the
following events occur:

(a) the Participant attains age sixty-five (65); or

(b) the Participant completes ten years of participation in the Plan; or

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10.3 (a) Notwithstanding the other requirements of this Plan, distributions
on behalf of any Participant, including a five percent (5%) owner, may be made
in accordance with all of the following requirements (regardless of when such
distribution commences):

(i) The distribution by the Trust Fund is one which would not have
disqualified such Trust under Section 401(a)(9) of the Code as in effect prior
to amendment by the Deficit Reduction Act of 1984.

(ii) The distribution is in accordance with a method of distribution
designated by the Participant whose interest is being distributed or, if the
Participant is deceased, by a Beneficiary of such Participant.

(iii) Such designation was in writing, was signed by the Participant or the
Beneficiary, and was made before January 1, 1984.

(iv) The Participant had accrued a benefit under the Plan as of December
31, 1983.

(v) The method of distribution designated by the Participant or the
Beneficiary specifies the time at which distribution will commence, the period
over which distributions will be made, and in the case of any distribution upon
the Participant's death, the Beneficiaries of the Participant listed in order of
priority.

(b) A distribution upon death will not be covered by this Section unless
the information in the designation contains the required information described
above with the respect to the distributions to be made upon the death of the
Participant.

(c) For any distribution which commenced before January 1, 1984, but
continues after December 31, 1983, the Participant, or the Beneficiary, to whom
such distribution is being made, will be presumed to have designated the method
of distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirements in subsections (a)(i) and (v) above.

(d) If a designation is revoked, any subsequent distribution must satisfy
the requirements of Section 401(a)(9) of the Code. Any changes in the
designation will be considered to be revocation of the designation. However, the
mere substitution or addition of another Beneficiary (one not named in the

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designation) under the designation will not be considered to be revocation
of the designation, so long as such substitution or addition does not alter the
period over which distributions are to be made under the designation, either
directly or indirectly (for example, by altering the relevant measuring life).

10.4 Required Distributions. All distributions required under this Section
10.4 shall be determined and made in accordance with the proposed regulations
under Section 401(a)(9) of the Code, including the minimum distribution
incidental benefit requirement of Section 1.401(a)(9)-2 of the proposed
regulations.

(a) Required beginning date. The entire interest of a Participant must be
distributed or begin to be distributed no later than the Participant's required
beginning date.

(b) Limits on Distribution Periods. As of the first distribution calendar
year, distributions, if not made in a single-sum, may only be made over one of
the following periods (or a combination thereof):

(1) a period certain not extending beyond the life expectancy of the
Participant, or

(2) a period certain not extending beyond the joint and last survivor
expectancy of the Participant and a designated beneficiary.

(c) Determination of amount to be distributed each year. If the
Participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the required
beginning date:

(1) If a Participant's benefit is to be distributed over (i) a period not
extending beyond the life expectancy of the Participant or the joint life and
last survivor expectancy of the Participant and the Participant's designated
beneficiary or (ii) a period not extending beyond the life expectancy of the
designated beneficiary, the amount required to be distributed for each calendar
year, beginning with distributions for the first distribution calendar year,
must at least equal the quotient obtained by dividing the Participant's benefit
by the applicable life expectancy.

(2) For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the designated beneficiary, the method of
distribution selected must assure that at least fifty percent (50%) of the
present value of the amount available for distribution is paid within the life
expectancy of the Participant.

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(3) For calendar years beginning after December 31, 1988, the amount to be
distributed each year, beginning with distributions for the first distribution
calendar year, shall not be less than the quotient obtained by dividing the
Participant's benefit by the lesser of (1) the applicable life expectancy or (2)
if the Participant's spouse is not the designated beneficiary, the applicable
divisor determined from the table set forth in Q&A-4 of Section 1.401(a)(9)-2 of
the proposed regulations. Distributions after the death of the Participant shall
be distributed using the applicable life expectancy in (c)(i)(A) above as the
relevant divisor without regard to proposed regulations Section 1.401(a)(9)-2.

(4) The minimum distribution required for the Participant's first
distribution calendar year must be made on or before the Participant's required
beginning date. The minimum distribution for other calendar years, including the
minimum distribution for the distribution calendar year in which the
Participant's required beginning date occurs, must be made on or before December
31 of that distribution calendar year.

(d) Death Distribution Provisions.

(1) Distribution beginning before death. If the Participant dies after
distribution of his or her interest has begun, the remaining portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.

(2) Distribution beginning after death. If the Participant dies before
distribution of his or her interest begins, distribution of the Participant's
entire interest shall be completed by December 31 of the calendar year
containing the fifth (5th) anniversary of the Participant's death except to the
extent that the Participant or his designated beneficiary elects to receive
distributions in accordance with (i) or (ii) below:

(i) if any portion of the Participant's interest is payable to a designated
beneficiary, distributions may be made over a period certain not greater than
the life expectancy of the designated beneficiary commencing on or before
December 31 of the calendar year immediately following the calendar year in
which the Participant died;

(ii) if the designated beneficiary is the Participant's surviving spouse,
the date distributions are required to begin in accordance with (i) above shall
not be earlier than the later of (1) December 31 of the calendar year
immediately following the calendar year in which the Participant died and (2)
December 31 of the calendar year in which the Participant would have attained
age 70 1/2.

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If the Participant has not made an election pursuant to Section 10.4(d)(2)
by the time of his or her death, the Participant's designated beneficiary must
elect the method of distribution no later than the earlier of (1) December 31 of
the calendar year in which distributions would be required to begin under this
Section 10.4(d), or (2) December 31 of the calendar year which contains the
fifth (5th) anniversary of the date of death of the Participant. If the
Participant has no designated beneficiary, or if the designated beneficiary does
not elect a method of distribution, distribution of the Participant's entire
interest must be completed by December 31 of the calendar year containing the
fifth (5th) anniversary of the Participant's death.

(3) For purposes of Section 10.4(d)(2) above, if the surviving spouse dies
after the Participant, but before payments to such spouse begin, the provisions
of Section 10.4(d)(2), with the exception of subparagraph (ii) therein, shall be
applied as if the surviving spouse were the Participant.

(4) For purposes of Section 10.4(d), distribution of a Participant's
interest is considered to begin on the Participant's required beginning date
(or, if Section 10.4(d)(3) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to Section 10.4(d)(3) above).

(e) Definitions.

(1) Applicable life expectancy. The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of the Participant (or
designated beneficiary) as of the Participant's (or designated beneficiary's)
birthday in the applicable calendar year reduced by one for each calendar year
which has elapsed since the date life expectancy was first calculated. If life
expectancy is being recalculated, the applicable life expectancy will be the
life expectancy as so recalculated. The applicable calendar year shall be the
first distribution calendar year and if life expectancy is being recalculated,
such succeeding calendar year.

(2) Designated beneficiary. The individual who is designated as the
beneficiary under the Plan in accordance with Section 401(a)(9) and the proposed
regulations thereunder.

(3) Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Participant's required beginning
date. For distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin pursuant to Section 10.4(d) above.

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(4) Life expectancy. Life expectancy and joint and last survivor expectancy
are computed by use of the expected return multiples in Tables V and VI of
Section 1.72-9 of the income tax regulations. Unless otherwise elected by the
Participant by the time distributions are required to begin, life expectancies
shall not be recalculated annually. Such election shall be irrevocable as to the
Participant (or spouse) and shall apply to all subsequent years. The life
expectancy of a nonspouse designated beneficiary may not be recalculated. A
spousal designated beneficiary may not elect to have his or her life expectancy
recalculated with respect to any distribution paid pursuant to Section
10.4(d)(2).

(5) Participant's benefit.

(i) The Participant's account balance as of the last valuation date in the
calendar year immediately preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions or forfeitures
allocated to the account balance as of dates in the valuation calendar year
after the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date.

(ii) For purposes of paragraph (i) above, if any portion of the minimum
distribution for the first distribution calendar year is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year shall
be treated as if it had been made in the immediately preceding distribution
calendar year.

(6) Required beginning date.

(i) General rule. The required beginning date of a Participant is the first
day of April of the calendar year following the calendar year in which the
Participant attains age 70 1/2.

(ii) Transitional rules. The required beginning date of a Participant who
attains age 70 1/2 before January 1, 1988, shall be determined in accordance
with (A) or (B) below:

(A) Non-five (5)-percent owners. The required beginning date of a
Participant who is not a five (5)-percent owner is the first day of April of the
calendar year following the calendar year in which the later of retirement or
attainment of age 70 1/2 occurs.

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(B) Five (5)-percent owners. The required beginning date of a Participant
who is a five (5)-percent owner during any year beginning after December 31,
1979, is the first day of April following the later of:

(I) the calendar year in which the Participant attains age 70 1/2, or

(II) the earlier of the calendar year with or within which ends the Plan
Year in which the Participant becomes a five (5)-percent owner, or the calendar
year in which the Participant retires.

The required beginning date of a Participant who is not a five (5)-percent
owner who attains age 70 1/2 during 1988 and who has not retired as of January
1, 1989, is April 1, 1990.

(iii) Five (5)-percent owner. A Participant is treated as a five
(5)-percent owner for purposes of this section if such Participant is a five
(5)-percent owner as defined in Section 416(i) of the Code (determined in
accordance with Section 416 but without regard to whether the Plan is top-heavy)
at any time during the Plan Year ending with or within the calendar year in
which such owner attains age 66 1/2 or any subsequent Plan Year.

(iv) Once distributions have begun to a five (5)-percent owner under this
section, they must continue to be distributed, even if the Participant ceases to
be a five (5)-percent owner in a subsequent year.

10.5 Restrictions on Distributions Prior to Normal Retirement Date. If the
value of a Participant's vested account balance exceeds (or at the time of any
prior distribution exceeded) $3,500, the Participant must consent to any
distribution made to him before he attains the Normal Retirement Date. The
consent of the Participant shall be obtained in writing within the 90-day period
ending on the date benefits are paid. The Committee shall notify the Participant
of his right to defer any distribution until the Participant attains the Normal
Retirement Date (or would have attained the Normal Retirement Date if not
deceased). Such notification shall include a general description of the material
features, and an explanation of the relative values of, the optional forms of
benefit available under the Plan in a manner that would satisfy the notice
requirements of Section 417(a)(3) of the Code below, and shall be provided no
less than 30 days and no more than 90 days prior to the date benefits are paid.
The consent of the Participant shall not be required to the extent that a
distribution is required to satisfy Sections 401(a)(9) or 415 of the Code. A
distribution may be paid to the Participant less than 30 days after the notice
described in this Section 10.5 is given to him, provided that the Administrative
Committee clearly informs the Participant that he has the right to a period of

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at least 30 days after receiving the notice to consider the decision of
whether or not to elect the distribution and the Participant, after receiving
the notice, affirmatively elects to receive a distribution. In addition, subject
to Section 10.7, upon termination of this Plan, the Participant's entire account
balance may be distributed without the Participant's consent to the Participant
or transferred to another defined contribution plan (other than an employee
stock ownership plan, as defined in Section 4975(e)(7) of the Code) within the
same controlled group as the Employer.

10.6 Withdrawals upon Attainment of Age 59-1/2. Upon the attainment of age
59-1/2, a Participant who is fully vested in his Employer Contribution Account
will be entitled to withdraw once a Plan Year all or any portion of his account
balance in a single sum. Any withdrawal by a Participant under this Section 10.6
will be made only after the Participant files a written request with the
Administrative Committee pursuant to such terms and conditions as the Committee
may prescribe.

10.7 Direct Rollovers

(a) This Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section, a distributee may elect, at
the time and in the manner prescribed by the Administrative Committee to have
any portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.

(b) Definitions.

(i) Eligible rollover distribution: An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under section 401(a)(9) of the Code; and the portion of any
distribution that is not includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).

(ii) Eligible retirement plan: An eligible retirement plan is an individual
retirement account described in section 408(a) of the Code, an individual

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retirement annuity described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

(iii) Distributee: A distributee includes an Employee or former Employee.
In addition, the Employee's or former Employee's surviving spouse or former
spouse who is the alternate payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse.

(iv) Direct rollover: A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.

ARTICLE XI

ADMINISTRATION OF PLAN
----------------------
11.1 (a) This Plan shall be administered by a Committee which shall consist
of not less than two nor more than five members.

(b) The Committee shall serve without compensation from the Plan. Vacancies
may be filled by the Chief Executive Officer of Delaware Group Delaware Fund,
Inc. on an interim basis, until action to fill the vacancy is taken by the Board
of Directors of Delaware Group Delaware Fund, Inc.

(1) shall act by affirmative vote of a majority of its members at a meeting
called with five days notice or in writing without a meeting;

(2) shall appoint a Secretary who may be but need not be one of its own
members. He shall keep complete records of the administration of the Plan;

(3) may authorize each and any one of its members to perform routine acts
and to sign documents on its behalf.

11.2 The Committee may appoint such persons or committees, employ such
attorneys, agents, accountants, investment managers, consultants, actuaries, and
other specialists as it deems necessary or desirable to advise or assist

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it in the performance of its duties hereunder and the Committee may rely upon
their respective written opinions or certificates. To the extent such persons
are empowered by written notification from the Committee to perform duties
defined in ERISA as fiduciary duties, such empowerment shall constitute a
delegation of fiduciary responsibility for purposes of determining the
co-fiduciary liability under ERISA. The Committee shall review the performance
of any such persons periodically.

11.3 Administration of the Plan shall consist of interpreting and carrying
out the provisions of this Plan. The Committee shall determine the eligibility
of Employees to participate in this Plan, their rights while Participants in
this Plan and the nature and amount of benefits to be received therefrom. The
Committee shall decide any disputes which may arise under this Plan and the
Trust Agreement. The Committee may provide rules and regulations for the
administration of the Plan consistent with its terms and provisions. Any
construction or interpretation of the Plan and any determination of fact in
administering the Plan made in good faith by the Committee shall be final and
conclusive for all Plan purposes. The Committee shall have the discretionary
authority to determine eligibility for benefits and to construe the terms of the
Plan.

11.4 (a) The Committee shall prescribe a form for the presentation of
claims under the terms of this Plan and/or Trust Agreement.

(b) Upon presentation to the Committee of a claim on the prescribed form,
the Committee shall make a determination of the validity thereof. If the
determination is adverse to the claimant, the Committee shall furnish to the
claimant within 90 days after the receipt of the claim a written notice setting
forth the following:

(1) The specific reason or reasons for the denial;

(2) Specific reference to pertinent provisions of the Plan on which the
denial is based;

(3) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary; and

(4) Appropriate information as to the steps to be taken if the claimant
wishes to submit his or her claim for review.

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(c) In the event of a denial of a claim, the claimant or his duly
authorized representative may appeal such denial to the Committee for a full and
fair review of the adverse determination. Claimant's request for review must be
in writing and made to the Committee within 60 days after receipt by claimant of
the written notification required under Section 11.4(b); provided, however, such
60 day period shall be extended if circumstances so warrant. Claimant or his
duly authorized representative may submit issues and comments in writing which
shall be given full consideration by the Committee in his review.

(d) The Committee may, in its sole discretion, conduct a hearing. A request
for a hearing made by claimant will be given full consideration. At such
hearing, the claimant shall be entitled to appear and present evidence and be
represented by counsel.

(e) A decision on a request for review shall be made by the Committee not
later than 60 days after receipt of the request; provided, however, in the event
of a hearing or other special circumstances, such decision shall be made not
later than 120 days after receipt of such request. If it is necessary to extend
the period of time for making a decision beyond 60 days after the receipt of the
request, the claimant shall be notified in writing of the extension of time
prior to the beginning of such extension.

(f) The Committee's decision on review shall state in writing the specific
reasons and references to the Plan provisions on which it is based. Such
decision shall be promptly provided to the claimant. If the decision on review
is not furnished in accordance with the foregoing, the claim shall be deemed
denied on review.

11.5 The Committee shall have the power to allocate its responsibilities
among its several members, except that all matters involving the hearing of and
decision on the claims and the review of the determination of benefits shall be
made by the full Committee; provided, however, that no member of the Committee
shall participate in any matter relating solely to himself.

11.6 To the extent required by law, the Committee shall give notice in
writing to all interested parties of any amendment of this Plan and/or Trust
Agreement and of any application to any government agency for any determination
of the effect of any such amendment on the Plan within the jurisdiction of that
agency.

11.7 (a) The Committee shall administer the Plan and the Trust Agreement
forming a part thereof under uniform rules of general application.

(b) The Committee or any member thereof:

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(1) May serve under the Plan and/or the Trust Agreement in one or more
fiduciary capacities, as that term is defined in ERISA; and

(2) May resign by giving written notice thereof to the Chief Executive
Officer of Delaware Group Delaware Fund, Inc. not less than fifteen (15) days
before the effective date of such resignation; and

(3) May be removed at any time, without cause, by the Board of Directors of
Delaware Group Delaware Fund, Inc.

ARTICLE XII

AMENDMENT, CONSOLIDATION, MERGER OR TERMINATION
-----------------------------------------------
12.1 Delaware Group Delaware Fund, Inc. may amend the Plan and the Trust
Agreement in any manner and at any time by action of its Board of Directors;
provided, however, that no amendment shall deprive any Participant or his
Beneficiary of any vested interest he may have hereunder unless the amendment is
for the purpose of conforming the Plan to the requirements of the Code or any
other applicable law. No amendment which affects the rights, responsibilities or
duties of the Trustee may be made without the Trustee's written consent. No
amendment shall be made to the Plan which has the effect of eliminating or
reducing an early retirement benefit or a retirement-type subsidy, eliminating
an optional form of benefit or decreasing a Participant's account balance with
respect to benefits attributable to service before the amendment. Further, if
the vesting schedule of the Plan is amended, in the case of an Employee who is a
Participant as of the later of the date such amendment is adopted or the date it
becomes effective, the nonforfeitable percentage (determined as of such date) of
such Employee's right to his Employer derived account balance will not be less
than his percentage computed under the Plan without regard to such amendment.

12.2 Any Participant on the effective date of an amendment who is not
actively participating in the Plan on such effective date shall not benefit from
an amendment unless otherwise required by law or unless such amendment is
specifically made applicable to such Participant.

12.3 In the event of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, each Participant shall be entitled to
a benefit after the merger, consolidation or transfer (if the Plan then
terminated) which is not less than the benefits he would have been entitled to
receive immediately before the merger, consolidation or transfer (if the Plan
had then terminated).

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12.4 The Employer intends to continue the Plan indefinitely but reserves
the right to discontinue contributions, terminate or partially terminate the
Plan at any time. In the event of a complete discontinuance of contributions,
termination or partial termination of the Plan, the interests of all
Participants affected shall become nonforfeitable. Upon termination of the Plan,
the Employer shall in its complete discretion notify the Trustee to either hold
all assets of the Trust Fund and make payments in accordance with the terms of
the Plan or distribute to each Participant his net account balance in a lump sum
payment in cash or kind. The Employer's contribution to the Trust Fund or the
income thereof shall not be paid to, or shall not revert to Employer and shall
not be used for any purpose other than the exclusive benefit of the Participants
or their Beneficiaries.

ARTICLE XIII

MISCELLANEOUS
-------------
13.1 To the extent permitted by law, it is a condition of the Plan that the
benefits provided hereunder shall not be subject to assignment, anticipation,
alienation, attachment, levy or transfer, and any attempt to do so shall not be
recognized. The preceding sentence shall also apply to the creation, assignment
or recognition of a right to any benefit payable with respect to a Participant
pursuant to a domestic relations order, unless such order is determined to be a
qualified domestic relations order as defined in Section 414(p) of the Code. If
provided by the terms of a qualified domestic relations order, a distribution of
benefits may be made from the Plan to the alternate payee under such order in a
single lump sum as soon as practicable following the determination by the
Administrative Committee that the order constitutes a qualified domestic
relations order. Payment of benefits may be made to the alternate payee even
though the Participant identified in the order has not attained the earliest
retirement age under the Plan. For purposes of this Section 13.1, the "earliest
retirement age" means the earlier of (i) the date in which the Participant is
entitled to a distribution under the Plan or (ii) the later of the date the
Participant attains age 50 or the earliest date on which the Participant would
begin receiving benefits if the Participant separated from service.

13.2 Nothing herein contained shall be deemed to give any Employee the
right to be retained in the employ of Employer or to interfere with the right of
the Employer to discharge any Employee at any time, nor shall it be deemed to
give the Employer the right to require any Employee to remain in its employ, nor
shall it interfere with the Employee's right to terminate his employment at any
time.

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13.3 All expenses incurred by the Trustees in the administration of the
Fund, including but not limited to the compensation of counsel, accountants,
Trustees, other agents or fiduciaries, shall be charged against the Employer,
unless otherwise paid by the Fund.

13.4 This Plan shall be interpreted in accordance with the laws of the
Commonwealth of Pennsylvania, except to the extent superseded by ERISA as in
effect from time to time.

ARTICLE XIV

LOANS
-----
14.1 The Committee, in its sole discretion, may direct the Trustees to make
a loan to a Participant, who is a party-in-interest, as defined in Section 3(14)
of ERISA, from the Participant's account balance upon receipt of a written
request from the Participant. The total amount of any such loan (when added to
the outstanding balance of all other loans to the Participant under the Plan or
any other qualified plan of the Employer) shall not exceed the lesser of $50,000
or 50% of the Participant's vested account balance. The $50,000 limitation shall
be reduced by the excess, if any, of the highest outstanding balance of loans to
the Participant from the Plan during the one-year period ending on the day
before the date on which such loan was made over the outstanding balance of
loans from the Plan to the Participant on the date that such loan was made.

14.2 A request by a Participant for a loan shall be made in writing to the
Committee and shall specify the amount of the loan. The terms and conditions on
which the Committee shall approve loans under the Plan shall be applied on a
reasonably equivalent basis with respect to all Participants. If a Participant's
request for a loan is approved by the Committee, the Committee shall furnish the
Trustees with written instructions directing the Trustees to make the loan in a
lump sum payment of cash to the Participant. In making any loan payment under
this Article XIV, the Trustees shall be fully entitled to rely on the
instructions furnished by the Committee, and shall be under no duty to make any
inquiry or investigation with respect thereto.

14.3 Loans shall be made on such terms and subject to such limitations as
the Committee may prescribe from time to time, provided that any such loan shall
be evidenced by a written note, shall bear a reasonable rate of interest on the
unpaid principal thereof, shall be adequately secured, and shall be repaid by
the Participant over a period not to exceed five years.
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<PAGE> 231

14.4 Any loan to a Participant under the Plan shall be secured by the
pledge of not more than 50% percent of the Participant's right, title and
interest in his vested account balance. Such pledge shall be evidenced by the
execution of a promissory note by the Participant.

14.5 The Committee shall have the sole responsibility for insuring that a
Participant timely makes all loan repayments, and for notifying the Trustees in
the event of any default by the Participant on the loan. Each loan repayment
shall be paid to the Trustees, and shall be accompanied by written instructions
from the Committee that identifies the Participant on whose behalf the loan
repayment is being made. Repayment of loans shall be made solely by means of
payroll deductions, or such other manner approved by the Committee.

14.6 In the event of a default by a Participant on a loan repayment, all
remaining principal payments on the loan shall be immediately due and payable.
The Committee shall be authorized (to the extent permitted by law) to take any
and all actions necessary and appropriate to enforce collection of an unpaid
loan. However, in the event of a default, foreclosure on the note and attachment
of security will not occur until a distributable event occurs under the Plan.

14.7 Upon the occurrence of a Participant's retirement or death, or earlier
distribution of benefits, the unpaid balance of any loan, including any unpaid
interest, shall be deducted from any payment or distribution from the Trust Fund
to which such Participant or his Beneficiary may be entitled and his vested
interest in his account shall be reduced.

14.8 A loan to a Participant shall be considered an investment of the
separate account(s) of the Participant from which the loan is made. All loan
repayments shall be credited to such separate account(s) and reinvested in the
investment company fund designated by the Participant.

14.9 A loan may not be made to a Participant who owns (or is considered as
owning within the meaning of Section 318(a)(1) of the Internal Revenue Code)
more than 5% of the outstanding stock of the Employer.

14.10 For loans granted or renewed on or after the last day of first Plan
Year beginning on or after January 1, 1989, the Committee shall issue written
loan guidelines, which shall form part of the Plan, describing the procedures
and conditions for making loans, and may revise those guidelines at any time,
and for any reason.

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<PAGE> 232

ARTICLE XV

LIMITATIONS ON ALLOCATIONS
--------------------------
15.1 The provisions of this Article XV shall be effective for limitation
years beginning after December 31, 1986.

(a) Notwithstanding any provisions of this Plan to the contrary, the annual
additions which may be credited to a Participant's account for any limitation
year will not exceed the lesser of the maximum permissible amount or any other
limitation contained in this Plan.

(b) As soon as is administratively feasible after the end of the limitation
year, the maximum permissible amount for the limitation year will be determined
on the basis of the Participant's actual compensation for the limitation year.

(c) In the event that it is determined that because of the allocation of
forfeitures, a reasonable error in estimating a Participant's annual
compensation or under other limited facts and circumstances permitted by the
Commissioner of the Internal Revenue Service, if there is an excess amount the
excess will be disposed of as follows:

(1) If the Participant is covered by the Plan at the end of the limitation
year, the excess amount shall be used to reduce employer contributions
(including any allocation of forfeitures) for such Participant in the next
limitation year, and each succeeding limitation year if necessary;

(2) If the Participant is not covered by the Plan at the end of the
limitation year, the excess amount will be held unallocated in a suspense
account. The suspense account will be applied to reduce future employer
contributions (including allocation of any forfeitures) for all remaining
Participants in the next limitation year, and each succeeding limitation year if
necessary;

(3) If a suspense account is in existence at any time during the limitation
year pursuant to this Section, it will not participate in the allocation of
investment gains and losses. The entire amount allocated to Participants from a
suspense account, including any such gains or other income or less any losses is
considered an annual addition.

(d) For the purpose of applying the limitations under this Article, all
defined contribution plans maintained by the employer are to be considered as a
single plan.

15.2 Definitions. For purposes of this Article only, the following
definitions and rules of interpretation will apply:

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<PAGE> 233

(a) "annual additions" -- The sum of the following amounts credited to a
Participant's account for the limitation year:

(1) employer contributions;

(2) forfeitures;

(3) voluntary Employee contributions;

(4) amounts allocated after March 31, 1984, to an individual medical
account, as defined in Section 415(1)(1) of the Code, which is part of a pension
or annuity maintained by the employer;

(5) amounts derived from contributions paid or accrued after December 31,
1985, in taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee, as defined in Section 419A(d)(3) of the Code, under a welfare benefit
fund as defined in Section 419(e) of the Code, maintained by the employer; and

(6) excess amounts applied under this Article in the limitation year to
reduce employer contributions.

(b) "compensation" -- a Participant's earned income, wages, salaries, and
fees for professional services and other amounts received (without regard to
whether an amount is paid in cash) for personal services actually rendered in
the course of employment with the employer to the extent that the amounts are
includable in gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements and expense allowances), and excluding the following:

(1) Employer contributions to a plan of deferred compensation which are not
includable in the Employee's gross income for the taxable year in which
contributed, or Employer contributions under a simplified employee pension to
the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;

(2) Amounts realized from the exercise of a nonqualified stock option, or
when restricted stock (or property) held by the Employee either becomes freely
transferable or is no longer subject to a substantial risk of forfeiture;

(3) Amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and

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<PAGE> 234

(4) Other amounts which received special tax benefits, or contributions
made by the employer (whether or not under a salary reduction agreement) towards
the purchase of an annuity described in Section 403(b) of the Code (whether or
not the amounts are actually excludable from the gross income of the Employee);
and

(5) Any contribution for medical benefits (within the meaning of Section
419A(f)(2) of the Code) after separation from service which is otherwise treated
as an annual addition; and

(6) Any amount otherwise treated as an annual addition under Section
415(i)(1) of the Code.

For purposes of applying the limitations of this Article, compensation for
a limitation year is the compensation actually paid or includable in gross
income during such year.

Notwithstanding the preceding sentence, compensation for a Participant who
is permanently and totally disabled (as defined in Section 37(e)(3) of the Code)
is the compensation such Participant would have received for the limitation year
if the Participant had been paid at the rate of compensation paid immediately
before becoming permanently and totally disabled; such imputed compensation for
the disabled Participant may be taken into account only if the Participant is
not an officer, an owner, or highly compensated, and contributions made on
behalf of such Participant are nonforfeitable when made.

(c) "employer" -- The Employer that adopts this Plan, and all members of a
controlled group of corporations (as defined in Section 414(b) of the Code as
modified by Section 415(h) of the Code), all commonly controlled trades or
businesses (as defined in Section 414(c) of the Code as modified by Section
415(h) of the Code), or affiliated service groups (as defined in Section 414(m)
of the Code) of which the adopting Employer is a part.

(d) "excess amount" -- The excess of the Participant's annual additions for
the limitation year over the maximum permissible amount.

(e) "limitation year" -- Effective April 2, 1989, the twelve-month period
beginning April 2 and ending April 1. Prior to April 2, 1989, the limitation
year is the twelve-month period from November 1 through the following October
31, except the limitation year beginning November 1, 1988 shall end April 1,
1989.

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<PAGE> 235

(f) "maximum permissible amount" -- The lesser of $30,000 (or, if greater,
1/4 of the dollar limitation in effect under Section 415(b)(1)(A) of the Code)
or twenty-five percent (25%) of the Participant's compensation for the
limitation year.

ARTICLE XVI

TOP HEAVY DEFINITIONS AND RULES
-------------------------------
16.1 Key employee. An Employee or former Employee, (or the Beneficiary of
such an Employee or former Employee) who at any time during the determination
period was:

(a) An officer of the Employer having an annual compensation greater than
fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the
Code for any such Plan Year;

(b) One of the ten Employees having annual compensation from the Employer
of more than the limitation in effect under Section 415(c)(1)(A) of the Code and
owning (or considered as owning within the meaning of Section 318 of the Code)
the largest interests in the Employer;

(c) A person owning (or considered as owning within the meaning of Section
318 of the Code) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more then five percent (5%) of the total combined
voting power of ail stock of the Employer, or

(d) A person who has annual compensation from the Employer of more than
$150,000 and who would be described in (c) hereof if one percent (1%) were
substituted for five percent (5%).

For purposes of (a) above, no more than fifty (50) Employees (or, if lesser, the
greater of three or ten percent of the Employees will be treated as officers.)
For purposes of (b), if two Employees have the same interest in the Employer,
the Employee having greater annual compensation from the Employer will be
treated as having a larger interest. For purposes of this Article the term
"compensation" shall have the same meaning as provided for in Article XV.

The determination period is the Plan Year containing the determination date
as defined in Section 16.8, and the four (4) preceding Plan Years. The
determination of who is a key employee will be made in accordance with the rules
and regulations under Section 416(i)(1) of the Code.

16.2 Non-key employee. Any Employee who is not a key employee. In addition,
any Beneficiary of a non-key employee will be treated as a non-key employee.

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<PAGE> 236

16.3 Permissive aggregation group. The required aggregation group of plans
plus any other plan or plans of the Employer, which considered as a group with
the required aggregation group, would continue to satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.

16.4 Required aggregation group.

(a) Each qualified plan of the Employer in which at least one key employee
participates or participated at any time during the determination period
(regardless of whether the plan has terminated), and

(b) Any other qualified plan of the Employer which enables a plan described
in (a) to meet the requirements of Sections 401 (a)(4) and 410 of the Code.

16.5 Top-heavy plan. This Plan is top-heavy for any Plan Year if any of the
following conditions exist;

(a) If the top-heavy ratio for this Plan exceeds sixty percent (60%) and
this Plan is not part of any required aggregation group or permissive
aggregation group of plans.

(b) If this Plan is part of a required aggregation group of plans but not
part of a permissive aggregation group and the top-heavy ratio for the required
aggregation group of plans exceeds sixty percent (60%).

(c) If this Plan is a part of a permissive aggregation group of plans and
the top-heavy ratio for the required aggregation group exceeds sixty percent
(60%) and the top-heavy ratio for the permissive aggregation group exceeds sixty
percent (60%).

16.6 Super top-heavy plan. For any Plan Year in which this Plan would be a
Top-Heavy Plan pursuant to Section 16.5 above if "ninety percent (90%)" were
substituted for "sixty percent (60%)" at each place where "sixty percent (60%)"
appears therein.

16.7 Top-heavy ratio.

(a) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and has not maintained any
defined benefit plan which during the five (5) year period ending on the
determination date has or has had accrued benefits, the top-heavy ratio for this
Plan alone or for the required or permissive aggregation group as appropriate is
a fraction, the numerator of which is the sum of the account balances of all key
employees as of the determination date (including any part of any account
balance distributed in the five (5) year period ending on the determination

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<PAGE> 237

date), and the denominator of which is the sum of all account balances
(including any part of any account balance distributed in the five (5) Year
period ending on the determination date), both computed in accordance with
Section 416 of the Code and the regulations thereunder. Both the numerator and
denominator of the top-heavy ratio are increased to reflect any contribution not
actually made as of the determination date, but which is required to be taken
into account on that date under Section 416 of the Code and the regulations
thereunder.

(b) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and maintains or has maintained
one or more defined benefit plans which during the five (5) year period ending
on the Determination Date has or has had any accrued benefits, the top-heavy
ratio for any required or permissive aggregation group as appropriate is a
fraction, the numerator of which is the sum of account balances under the
aggregated defined contribution plan or plans for all key employees determined
in accordance with (2) above, and the present value of accrued benefits under
the aggregated defined benefit plan or plans for all key employees as of the
determination date, and the denominator of which is the sum of the account
balances under the aggregated defined contribution plan or plans for all
Participants, determined in accordance with (a) above, and the present value of
accrued benefits under the aggregated defined benefit plan or plans for all
Participants as of the determination dates, all determined in accordance with
Section 416 of the Code and the regulations thereunder. The accrued benefits
under a defined benefit plan in both the numerator and denominator of the
top-heavy ratio are increased for any distribution of an accrued benefit made in
the five year period ending on the determination date.

(c) For the purposes of (a) and (b) above, the value of account balances
and the present value of accrued benefits will be determined as of the most
recent valuation date that falls within or ends with the twelve (12) month
period ending on the determination date, except as provided in Section 416 of
the Code and the regulations thereunder for the first and second plan years of a
defined benefit plan. The account balances and accrued benefits of a Participant
(1) who is a non-key employee but who was a key employee in a prior year, or (2)
who has not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the five (5) year period ending on the
determination date will be disregarded. The calculation of the top-heavy ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
regulations thereunder. When aggregating plans the value of account balances and
accrued benefits will be calculated with reference to the determination dates
that fall within the same calendar year. If any individual has not received
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<PAGE> 238

any compensation from any employer maintaining the plan (other than benefits
under the Plan) at any time during the five (5) year period ending on the
determination date, any accrued benefit for such individual (and the account
of such individual) will not be taken into account.

Effective for Plan Years beginning after December 31, 1986, the accrued
benefit of a Participant other than a key employee shall be determined under (i)
the method, if any, that uniformly applies for accrual purposes under all
defined benefit plans maintained by the Employer or (ii) if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.

16.8 Determination date. With respect to any Plan Year subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first Plan
Year of the Plan, the last day of that Plan Year.

16.9 Valuation date. The last day of the Plan Year.

16.10 Present value. Present value will be based upon the interest and
mortality rates specified in the Employer's defined benefit plan.

16.11 Minimum Allocation.

(a) If in any Plan Year the Plan is a Top Heavy Plan and the Employer does
not maintain any qualified defined benefit plan in addition to this Plan, except
as provided in (b) and (c) below, the Employer contributions and forfeitures
allocated on behalf of any Participant who is a non-key employee will not be
less than the lesser of three percent (3%) of such Participant's compensation or
the largest percentage of Employer contributions and forfeitures, as a
percentage of the first $200,000 of the key employee's compensation (as defined
in Section 15.2(b)), and as limited by Section 401(a)(17) of the Code, allocated
on behalf of any key employee for that year. The minimum allocation is
determined without regard to any Social Security contributions. This minimum
allocation will be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an allocation, or would
have received a lesser allocation for the year because of the Participant's
failure to complete 1,000 Hours of Service. The minimum allocation (if any)
required under this paragraph (a) shall be made to this Plan only to the extent
such allocation is not made for the Participant under any other defined
contribution plan(s) maintained by the Employer.

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<PAGE> 239

(b) In the event the Employer maintains a qualified defined benefit plan(s)
in addition to this Plan, the Employer will provide a minimum allocation at
least equal to five percent (5%) of compensation (as defined in Section 15.2(b))
to each non-key employee, entitled under (a) above to receive a minimum
allocation, who is covered under this Plan and the qualified defined benefit
plan(s). If this Plan enables a defined benefit plan to meet the requirements of
Section 401(a) or 410 of the Code, the minimum allocation described in (a) above
must be at least three percent (3%) of a Participant's compensation, regardless
of the largest percentage of Employer contributions and forfeitures of a key
employee's compensation.

(c) The provisions in (a) and (b) above will not apply to any Participant
who was not employed by the Employer on the last day of the Plan Year.

(d) The minimum allocation required under this Section 16.11 (to the extent
required to be nonforfeitable under Section 416(b) of the Code) may not be
forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.

IN WITNESS WHEREOF, Delaware Group Delaware Fund, Inc. has caused this
amended and restated Plan, effective April 1, 1989, to be executed by its duly
authorized officers and its corporate seal to be impressed hereon this 17th day
of November, 1994.

Attest: DELAWARE GROUP DELAWARE FUND, INC.

/s/ George M. Chamberlain, Jr. By: /s/Brian F. Wruble
- ------------------------------ -------------------------
George M. Chamberlain, Jr. Brian F. Wruble
Senior Vice President/Secretary President and Chief
Executive Officer

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<PAGE> 240

Consent of Independent Auditors

We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses of Delaware Group Cash Reserve, Inc. for the
A Class, B Class, and Consultant Class and "Financial Statements" in the
Statement of Additional Information of Delaware Group Cash Reserve, Inc. and to
the incorporation by reference in this Post-Effective Amendment No. 38 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.

/s/ Ernst & Young LLP
------------------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
May 24, 1995

<PAGE> 241
Report of Independent Auditors

To the Shareholders and Board of Directors
Delaware Group Cash Reserve, Inc.

We have audited the accompanying statement of net assets of Delaware Group Cash
Reserve, Inc. as of March 31, 1995, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the ten
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1995 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Delaware Group Cash Reserve, Inc. at March 31, 1995, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the ten years in the period then ended, in conformity with generally accepted
accounting principles.

Philadelphia, Pennsylvania
May 5, 1995 /s/ Ernst & Young LLP
------------------------------
Ernst & Young LLP

<PAGE> 242

DELAWARE
GROUP
- ----------
IRA APPLICATION
AND TRANSFER FORM

|| PERSONAL IRA
|| SPOUSAL IRA
|| ROLLOVER IRA
(PHOTO OF LARGE KEY) || DIRECT ROLLOVER
|| PARTICIPANT'S SEP/IRA
|| PARTICIPANT'S SARSEP
||=======================================

RETIREMENT
LOGO PLANNING
IS THE KEY

<PAGE> 243

Welcome to the Delaware Group
DELAWARE Before completing your Individual Retirement Account (IRA)
GROUP Application, please review the following points so you can
========== take advantage of the many options available to you with
your Delaware Group Account.
________________________________________________________________________________

To Open Your Delaware Group IRA:

When opening both a Personal and Spousal IRA be sure to complete a separate
application for yourself and for your non-working spouse. The overall maximum
for both accounts is $2,250 per year with no more than $2,000 in either account.

When making Your Investment Selection, talk to your financial adviser to
determine whether Class A shares or Class B shares are more appropriate for you.
Please indicate which fund, or funds, you have selected for your IRA investments
by checking the appropriate selection box next to the fund(s). There is no limit
to the number of funds you may select as long as you meet the required minimum
investment of $25 per fund. And there is only one $15 annual maintenance fee,
regardless of the number of funds you select for your Delaware Group IRA. This
fee can either be prepaid by you, or debited from your IRA account. Your initial
contribution must total $250.

When making your contribution by check, make your check payable to: Delaware
Management Trust Company, the Custodian of your Delaware Group IRA.

If this is a Rollover IRA, and you received a distribution check made payable to
you, be sure to sign and endorse the back of the check, "Payable to Delaware
Management Trust Company."

For Direct Rollovers, in which he plan assets flow directly from the former
trustee/custodian to Delaware Management Trust Company, please be sure to
complete the separate "Direct Rollover" form included with this package.
Checks representing Direct Rollover assets should be made payable to Delaware
Management Trust Company.

Send your completed and signed Application, along with your contribution and/or
Transfer of Assets or Direct Rollover instructions to:

Delaware Service Company, Inc.
Attn: Retirement Plans Department
1818 Market Street
Philadelphia, PA 19103-3682

Additional IRA Services

To establish an Automatic Investing Plan, where regularly scheduled
contributions are taken directly from your personal checking account and
invested into your Delaware Group IRA, call our offices at the telephone number
listed below. Your Shareholder Services Representative will explain this
valuable program of automatic investing and send you the appropriate sign-up
materials.

If you wish to begin taking systematic withdrawals from your account, you will
also need to complete a Retirement Plan Systematic Withdrawal Plan Form. This
service is available for Class A shares only. Just call the telephone number
listed below to request the form.

If you are 70 1/2 or older and need to take Required Distributions from your
account, please ask for an IRA Required Distribution Election Form. Shareholders
cannot roll over or transfer the minimum amount they are required to receive
during a distribution calendar year.

For Simplified Employee Pension/IRA and
Salary Reduction SEP Participants:

SEP/IRA and SARSEP Participants can also arrange to open a personal Delaware
Group IRA at the same time they establish their plan participant account. No
matter how many different Delaware Group IRAs you open, you only pay one $15
annual maintenance fee.

If you are an Employer Participant in the plan, be sure to complete the
appropriate Employer Adoption Agreement as well as the Participant IRA
Application.

If you have any questions or would like assistance
in completing the Individual Retirement Account Application, please call us at
800-523-1918. In Philadelphia, call 215-988-1241.

Again, welcome to the Delaware Group.

<PAGE> 244

DELAWARE
GROUP
======== Individual Retirement Account Application =======

1 __________________________________ || || ||-|| ||-|| || || ||
Information Name Social Security Number
About You __________________________________ _____/______/_____
Address Date of Birth
Please __________________________________ ( )_____________( )__________
print. City State Zip Phone: Business Home

===============================================================================

2
Type of IRA
Check one.

| | Personal IRA ($2,000 annual limit)
| | Spousal IRA ($2,250 overall limit for you and your non-working spouse with
no more than $2,000 in either account. Separate applications required.)
| | Rollover IRA (No dollar limit; complete Rollover Information section below
and on page 4 of this Application)
| | Transfer of Assets (No dollar limit; complete the Transfer of Assets Form on
page 7 of this Application)
| | SEP/IRA -- Simplified Employee Pension/IRA Plan ($30,000 overall limit).
Must be accompanied by a Delaware Group SEP Plan Establishment Document
completed by the Employer.
| | Self-Directed SEP/IRA -- Simplified Employee Pension/IRA Plan ($30,000
overall limit). Must be accompanied by IRS Form 5305-SEP.
| | SARSEP -- Salary Reduction SEP/IRA Plan ($8,994 salary deferral limit in
1993, indexed each year). Must be accompanied by a Delaware Group SARSEP
Plan Establishment Document completed by the Employer.
| | Self-Directed SARSEP -- Salary Reduction SEP/IRA Plan ($8,994 salary
deferral limit in 1993, indexed each year). Must be accompanied by IRS Form
5305A-SEP.
For SEP/IRA & SARSEP plans, please complete the following:

________________________________________________________________________________
Company Name

________________________________________________________________________________
Address of Employer

________________________________________________________________________________
City State Zip

| | | | - | | | | | | | | | | | | | |
Employer Tax I.D. Number
| | Check here if you are a new participant in an existing
SEP/IRA or SARSEP plan.
<TABLE>
<CAPTION>
====================================================================================================================================
(Employer Contribution) (Salary
IRA SEP/IRA Reduction
Current Prior Rollover/ Current Prior Contribution)
3 Year Year Transfer Year Year SARSEP
------------------- --------- ------------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Your
Investment Initial Contribution $_____ $_____ $_____ $_____ $_____ $_____
Selections Delaware Group -- Equity Funds
| | Decatur Income || Class A
Minimum initial Fund || Class B _____% _____% _____% _____% _____% _____%
contribution: | | Decatur Total || Class A
$250. Minimum Return Fund || Class B _____% _____% _____% _____% _____% _____%
investment per | | DelCap Fund || Class A
fund: $25. || Class B _____% _____% _____% _____% _____% _____%

Remember to | | Trend Fund || Class A
check off your || Class B _____% _____% _____% _____% _____% _____%
fund(s) selection. | | Value Fund || Class A
|| Class B _____% _____% _____% _____% _____% _____%
Please do not | | International || Class A
use fractional Equity Fund || Class B _____% _____% _____% _____% _____% _____%
percentages, for | | Dividend || Class A
example 33 1/3, Growth Fund || Class B _____% _____% _____% _____% _____% _____%
and be sure | | Delaware Fund || Class A
percentages || Class B _____% _____% _____% _____% _____% _____%
total 100% Income Funds
| | Delchester Fund || Class A
Investing for || Class B _____% _____% _____% _____% _____% _____%
prior year can | | U.S. Govt. Fund || Class A
only be done || Class B _____% _____% _____% _____% _____% _____%
prior to the tax | | Treasury Reserves || Class A
filing deadline. Intermediate Fund || Class B _____% _____% _____% _____% _____% _____%
If no year is Money Market Funds
designated, | | Delaware || Class A
current year will Cash Reserve || Class B _____% _____% _____% _____% _____% _____%
be assumed. || Consultant Class

| | U.S. Govt. || Class A
Money Fund || Consultant Class_____% _____% _____% _____% _____% _____%
Other
| | __________ || Class A
|| Class B _____% _____% _____% _____% _____% _____%
| | __________ || Class A
|| Class B _____% _____% _____% _____% _____% _____%
TOTALS 100% 100% 100% 100% 100% 100%

</TABLE>

<PAGE> 245

================================================================================
4 Source of Your Contribution

| | Contribution by Check -- Total Dollar Amount of Initial Investment: $______
| | IRA to IRA Transfer of Assets -- Make sure you complete and sign the
attached Transfer of Assets Form on page 7.
| | Director Rollover -- Complete and sign the enclosed Direct Rollover Form.
| | Broker-Placed Phone Order

________________________________________________________________________________
Delaware Confirmation Number

________________________________________________________________________________
Order Date

________________________________________________________________________________
Number of Shares

________________________________________________________________________________
Name of Fund

| | Contributing from an Existing Delaware Group Account -- convert $__________
from my regular fund account #________________to this IRA account. If your
regular fund account is registered as a joint account, we require a
signature guarantee from the joint owner.

================================================================================
5 Rollover Information Complete all that apply. Includes Direct Rollovers from
Qualified plans or 403(b)s.

| | IRA Rollover -- I hereby elect to treat this contribution as a rollover
contribution. I understand that this is an irrevocable election. The source
of the rollover is from:
| | A Qualified Plan
| | A 403(b) Plan
| | Another IRA
| | A Qualified Plan or IRA or 403(b) by Beneficiary (spouse only)
| | Death Benefit IRA -- Surviving spouse does not elect to treat the death
benefit rollover as his or her own IRA
| | Rollover IRA -- Surviving Spouse does elect to treat the death benefit
rollover as his or her own IRA
| | Rollover after age 70 1/2 -- Pursuant to IRS Regulations, I hereby certify
that I am not rolling over any minimum amount required to be distributed to
me with respect to any applicable distribution calendar year. In order to
receive required minimum distributions in the future under your Delaware
Group IRA, please contact the Delaware Group and we will send you an IRA
Required Distribution Election Form.

================================================================================

6 Additional Services for Your Consideration

These optional services are available as special elections for your Delaware
Group IRA.

Consult the prospectus(es) of the fund(s) for more details on the terms of these
optional services.

If you have further questions, ask your financial adviser or call us at
800-523-1918. In Philadelphia call 215-988-1241.

| | Wealth Builder Option -- I authorize Delaware Group to transfer $__________
($100 or more) per month, through liquidation of shares in this fund, to one
or more other Delaware Group funds ($100 minimum per fund) under this IRA.
Note: For Class A accounts, Wealth Builder transactions must be directed to
another Class A account. For Class B accounts, Wealth Builder transactions
must be directed to another Class B account.

_______________________________________________________________________________
Name of Fund from Section 3

_______________________________________________________________________________
New Fund (new account will be established)

$_______________________________________________________________________________
Amount per month

| | Dividend Maximizer -- Dividends and any capital gains are reinvested in the
same fund automatically unless otherwise indicated. I elect to have
dividends and any capital gains under this IRA invested in another IRA
account.

| | New Account -- Name of Fund ________________________________________________

| | Systematic Withdrawal Plan -- If you wish to begin receiving periodic
distributions (available for Class A accounts only) under the Terms and
Conditions of the IRA, please contact our office and we will send you a
Retirement Plan Systematic Withdrawal Plan Form. Please note, if you are age
70 1/2 or older, you should request an IRA Required Distribution Election
Form.

| | Combined Purchases Privilege -- This privilege allows the combining of
shares currently owned in other non-money market Delaware Group funds with
the dollar amount of this IRA Account to determine a reduced sales charge,
if applicable.

Name of Fund Account Number Number of Shares
_____________________ _________________________________________________

_____________________ _________________________________________________

| | Letter of Intention -- This option allows the aggregation of anticipated
purchases by an individual in non-money market Delaware Group funds during a
13-month period, along with any existing assets listed in the Combined
Purchase Privilege Section, to obtain a reduced sales charge. This option is
available for funds with front-end sales charges only, though Class B shares
can be used for purposes of filling Class A Letters of Intention. To learn
more, please see your Fund's current prospectus and sales charge breakpoint
schedule. I have read and agree to the terms of the prospectus(es) of the
fund(s) I have selected on this application, and wish to establish a Letter
Of Intent, although I am not obligated to do so, where my investments in
non-money market funds will aggregate or exceed:

| | $100,000 | | $250,000 | | $500,000 | | $1,000,000

I understand that if I do not satisfy the investment level selected above
that my account will be adjusted to reflect the applicable sales charge.

Note to SEP/IRA SARSEP Participants: A separate Letter Of Intent Form must be
completed by your employer, on behalf of all participants in the Plan, to obtain
a reduced sales charge.

<PAGE> 246

If this is not a Personal or Spousal IRA, please contact Your financial adviser
or Delaware Group before completing this section.

| | Automatic Investing Plan -- Please transfer $____ ($25 or more for A Shares,
$100 or more for B Shares) from my bank account each month to invest in
_________________________________________. Date of Transfer each month:
Fund Name
| | 1st | | 5th | | 10th | | 15th | | 20th | | 25th

________________________________________________________________________________
Bank Name Bank Account #

________________________________________________________________________________
Name(s) on Bank Account

While we cannot guarantee that your bank will accept this offer, we will ask for
its cooperation. If you discontinue this plan at any time, and your banking
registration has not changed, we can reinstate it immediately via written or
telephone request.

Attach a voided check or deposit slip to avoid delays in processing.

================================================================================

7 Agreement And Beneficiary Designation

Your signature is required.

You can change your Beneficiary Designation at any time by completing a Change
of Beneficiary Designation Form and returning it to Delaware Service Company,
Inc. 1818 Market St. Philadelphia, PA 19103-3682.

Contact Delaware Group for the appropriate Change of Beneficiary Form.

By signing below, I designate the following person(s) to receive any benefit
from my Individual Retirement Account which may become due upon or after my
death according to the terms and conditions of the Plan. I understand that this
Beneficiary Designation will remain in full force and effect unless and until I
revoke this designation by completing a Change of Beneficiary Designation Form
for the Delaware Group Individual Retirement Custodial Account at a later date
and returning it to the Custodian.

Pay to: Primary Beneficiary ___________________________%

_______________________________________________________________________________
Name

_______________________________________________________________________________
Address

_______________________________________________________________________________
City State Zip

____________________________________________________ ____/_____/____________
Relationship Date of Birth

| | | | | | - | | | | - | | | | | | | |
Social Security Number

If more than one Primary Beneficiary is selected and no percentage of plan
benefits is indicated, the assets will be divided equally between the Primary
Beneficiaries.

If no Beneficiary is designated, assets will be paid to your estate.

If the Custodian receives satisfactory proof that the Primary Beneficiary is
deceased, or if more than one Primary Beneficiary is selected and both are
deceased, the assets will be paid to the Contingent Beneficiary as indicated.

Pay to: Primary Beneficiary ___________________________%

_______________________________________________________________________________
Name

_______________________________________________________________________________
Address

_______________________________________________________________________________
City State Zip

____________________________________________________ ____/_____/____________
Relationship Date of Birth

| | | | | | - | | | | - | | | | | | | |
Social Security Number
<PAGE> 247

Pay to: Contingent Beneficiary ___________________________%

_______________________________________________________________________________
Name

_______________________________________________________________________________
Address

_______________________________________________________________________________
City State Zip

____________________________________________________ ____/_____/____________
Relationship Date of Birth

| | | | | | - | | | | - | | | | | | | |
Social Security Number

If you are married and you do not designate your spouse as your sole Primary
Beneficiary, you should consult with an attorney as to whether applicable law
may require your spouse to sign a written consent to your designation or a
written declaration to give up community or marital property interests in your
IRA. The Custodian shall have no responsibility for determining whether your
Beneficiary Designation is valid under applicable law and shall have no
liability to any person for acting in accordance with your Beneficiary
Designation.

===============================================================================

By signing below, I hereby establish an Individual Retirement Account under
Section 408(a) of the Internal Revenue Code of 1986, as amended, ("the
Code") to provide for my retirement and for the support of my beneficiaries
after my death. I hereby acknowledge receipt of the Terms and Conditions and
Disclosure Statement for the Individual Retirement Account required under the
Income Tax Regulations under Section 408(i) of the Code and am in receipt of an
effective prospectus(es) for the Fund(s) I am investing in. I hereby appoint
Delaware Management Trust Company as Custodian and agree to pay the annual
maintenance fee, currently $15. (If this fee is not included or is not paid by
April 30th annually, it will be debited from your account each May.)

X ___________________________________________ _______________________________
Investor's Signature Date
===============================================================================
Please send your completed and signed application, along with your contribution,
to Delaware Service Company, Inc., Attn: Retirement Plan Department, 1818 Market
Street, Philadelphia, PA 19103-3682. Be sure to make your check payable to
Delaware Management Trust Company.

<PAGE> 248

================================================================================
Broker Information
To be completed by Investment Dealer.

________________________________________________________________________________
Name of Brokerage Firm

________________________________________________________________________________
Home Office Address

________________________________________________________________________________
Authorized Firm Signature

________________________________________________________________________________
Representative's Name/Number

________________________________________________________________________________
Branch Office Address

________________________________________________________________________________
Representative's Phone Number
================================================================================

Custodian Acceptance
For use by Custodian only.

/s/ Diane Anderson
________________________________________________________________________________
Authorized Officer of Delaware Management Trust Company

================================================================================
DELAWARE
GROUP
=======

The Delaware Group Of Funds

Delaware's family of funds enables investors to match their needs with a broad
range of investment objectives covering the risk-reward spectrum. The following
are available as investment vehicles for any Delaware Group retirement program.

| | Trend Fund
Seeks long-term capital appreciation by investing in securities issued by
small, growth-oriented companies exhibiting a strong potential for capital
appreciation.

| | DelCap Fund
Seeks long-term growth by investing in common stocks and securities
convertible into common stocks of mid-sized companies that have demonstrated
their ability to grow and demonstrate a potential for continued growth.

| | Value Fund
Seeks long-term growth by investing primarily in common stocks of small and
mid-size companies whose market values appear low relative to their
underlying value or potential value.

| | International Equity Fund
Seeks long-term growth without undue risk to principal by investing
primarily in a range of foreign equity securities that have potential for
capital appreciation and income.

| | Decatur Income Fund
Seeks highest possible current income by investing primarily in common
stocks of established companies with strong dividend histories that provide
the potential for income and capital appreciation without undue risk to
principal.

| | Decatur Total Return Fund
Seeks long-term total return by investing primarily in securities that
provide the potential for income and capital appreciation without undue risk
to principal.

| | Dividend Growth Fund
Seeks current income and capital appreciation by investing primarily in
income-producing common stocks. Focuses on common stocks believed to have
the potential for above-average dividend increases over time.

| | Delaware Fund
Seeks long-term growth through a balance of capital appreciation, income and
preservation of capital. Invests in common stock and investment grade bonds.

| | U.S. Government Fund
Seeks high current income consistent with safety of principal through
investment in securities issued by the U.S. government, its agencies or
instrumentalities.

| | Delchester Fund
Seeks high current income as is consistent with reasonable safety by
investing primarily in high-yielding, lower rated corporate bonds, U.S.
government securities and commercial paper issued by companies with the
ability to pay interest and repay principal.

| | Treasury Reserves Intermediate Fund
Seeks to provide a high, stable level of income with a high degree of
principal stability through investments in short- and intermediate-term
securities issued or guaranteed by the U.S. government, its agencies and
instrumentalities.

| | U.S. Government Money Fund
Seeks a high current income with a goal of maintaining a constant share
price by investing in short-term securities issued and/or guaranteed by the
U.S. government, its agencies and instrumentalities.

| | Delaware Cash Reserve
Seeks high current income with a goal of maintaining a constant share price
by investing in high-quality money market instruments with maturities of no
more than one year.

All funds, except U.S. Government Money Fund, currently offer Class A and B
shares. Please consult your financial adviser about which class is more
appropriate for you.

===============================================================================
The Delaware Group investor can seek total return through equity-oriented
investments, stability and current income through fixed-income investments, or
combine these styles to achieve the desired investment balance. As the
investor's needs or objectives change, the exchange privilege enables
investments to be transferred from one fund to another within the Delaware Group
without losing their tax-advantaged status.

<PAGE> 249

DELAWARE
GROUP
========

IRA Transfer of Assets Form
Use this form to transfer your IRA assets to a Delaware Group IRA. If you don't
have an existing Delaware Group IRA, please fill out an application. If you are
transferring IRA assets from more than one custodial account, please complete a
separate Transfer Form for each transfer. Please note, you must complete a
separate Transfer of Assets Form for each plan trustee/ custodian and/or for
each CD maturity date, if applicable. If you wish to make a direct rollover of
assets from a qualified plan or 403(b), please complete a Direct Rollover form.
================================================================================
Information About Your Delaware Group IRA

_______________________________________________________________________________
Individual's Name

_______________________________________________________________________________
Address

_______________________________________________________________________________
City State Zip

(__________)___________________________________________________________________
Telephone: Home

(__________)___________________________________________________________________
Business

| | | | | | - | | | | - | | | | | | | |
Social Security Number

Select One

| | 1. This is a transfer to a new Delaware Group IRA. My investment choices are
on page 3 of this IRA application.

| | 2. Invest the amount to be transferred into my existing Delaware Group IRA
as follows:

Information About Your IRA to Be Transferred

_______________________________________________________________________________
Name of Present Custodian

_______________________________________________________________________________
Address

_______________________________________________________________________________
City State Zip

___________________________________ (____________)_________________________
Contact Person Phone Number

IRA Account # _________________________________________________________________

Investment Fund # _____________________________________________________________

For Certificates of Deposit:

_______________________________________________________________________________
Maturity Date

| | Please do not transfer until my CD matures.
| | Please roll over immediately. I am aware of the early withdrawal penalty.

Type of account you are transferring: | | Personal | | Rollover IRA (With
Qualified Plan or 403(b) assets) | | SEP or SARSEP Please note, you must
complete a separate Transfer of Assets Form for each plan trustee/custodian
and/or for each maturity date, if applicable. If you wish to make a direct
rollover of assets from a qualified plan of 403(b), please complete a Direct
Rollover form.
================================================================================

Your Authorization to Transfer

Your present Custodian may require additional documentation such as a
signature guarantee. Please check with them for their requirements.

<PAGE> 250

I have established an IRA with Delaware Management Trust Company as the
Custodian. Please roll over the amount listed below to them as successor
Custodian.

| | Complete -- Liquidate ALL of the above referenced account(s)
transfer IN CASH.
| | Partial -- Liquidate assets totaling $ ________________and transfer IN CASH.
| | Re-registration (Transfer in Kind) -- My IRA includes the Delaware Group
fund(s) listed below. Please re-register with Delaware Management Trust
Company as the Custodian. Send Delaware Group any outstanding Delaware Group
Fund certificates and proper documentation to re-register these shares.
Note, the Delaware Management Trust Company can accept only Delaware Group
funds for re-registration.

_____________________________________ _______________________________________
Fund Name Account Number

| | Transfer on or after age 70 1/2 -- Pursuant to IRS Regulations, I hereby
certify that this Transfer will not included any minimum amount required to
be distributed to me with respect to any applicable distribution calendar
year. In order to receive required minimum distributions in the future under
your Delaware Group IRA, please contact the Delaware Group and we will send
you an IRA Required Distribution Election Form.

SIGN HERE

X ____________________________________ _________________________
Your Signature - must be in ink Date
===============================================================================
Custodian Acceptance
For use by Custodian only.

Please be advised that the Delaware Management Trust Company is acting as
Custodian and is willing to accept the proceeds from the above referenced
Custodial Account.

Please make check payable to: Delaware Management Trust
Company, For the Benefit Of: (Participant), and mail to Delaware Management
Trust Company, Transfer of Assets Department, 1818 Market Street, Suite 1604,
Philadelphia, PA 19103-3682.

________________________________________________________ _________________
Authorized Officer of Delaware Management Trust Company Date

<PAGE> 251

DELAWARE
GROUP
========

Information About Your Delaware Group IRA

_______________________________________________________________________________
Individual's Name

_______________________________________________________________________________
Address

_______________________________________________________________________________
City State Zip

(__________)___________________________________________________________________
Telephone: Home

(__________)___________________________________________________________________
Business

| | | | | | - | | | | - | | | | | | | |
Social Security Number

Select One

| | 1. This is a transfer to a new Delaware Group IRA. My investment choices
are on page 3 of this IRA application.
| | 2. Invest the amount to be transferred into my existing Delaware Group IRA
as follows:
Fund:________ | | Class A | | Class B Percent:_____ Account#:
Fund:________ | | Class A | | Class B Percent:_____ Account#:
Fund:________ | | Class A | | Class B Percent:_____ Account#:
================================================================================

Information About Your IRA to Be Transferred

_______________________________________________________________________________
Name of Present Custodian

_______________________________________________________________________________
Address

_______________________________________________________________________________
City State Zip

___________________________________ (____________)_________________________
Contact Person Phone Number

IRA Account # _________________________________________________________________

Investment Fund # _____________________________________________________________

For Certificates of Deposit:

_______________________________________________________________________________
Maturity Date

| | Please do not transfer until my CD matures.
| | Please roll over immediately. I am aware of the early withdrawal penalty.

Your present Custodian may require additional documentation such as a signature
guarantee. Please check with them for their requirements.

<PAGE> 252

I have established an IRA with Delaware Management Trust Company as the
Custodian. Please roll over the amount listed below to them as successor
Custodian.

| | Complete -- Liquidate ALL of the above referenced account(s)
transfer IN CASH.
| | Partial -- Liquidate assets totaling $________________ and transfer IN CASH.
| | Re-registration (Transfer in Kind) -- My IRA includes the Delaware Group
fund(s) listed below. Please re-register with Delaware Management Trust Company
as the Custodian. Send Delaware Group any outstanding Delaware Group Fund
certificates and proper documentation to re-register these shares. Note, the
Delaware Management Trust Company can accept only Delaware Group funds for
re-registration.
______________________________________ ________________________________________
Fund Name Account Number

| | Transfer on or after age 70 1/2 -- Pursuant to IRS Regulations, I hereby
certify that this Transfer will not included any minimum amount required to be
distributed to me with respect to any applicable distribution calendar year. In
order to receive required minimum distributions in the future under your
Delaware Group IRA, please contact the Delaware Group and we will send you an
IRA Required Distribution Election Form.

SIGN HERE

X ________________________________________ ____________________________
Your Signature - must be in ink Date

===============================================================================

Custodian Acceptance
For use by Custodian only.
Please be advised that the Delaware Management Trust Company is acting as
Custodian and is willing to accept the proceeds from the above referenced
Custodial Account.

Please make check payable to: Delaware Management Trust Company, For the Benefit
Of: (Participant), and mail to Delaware Management Trust Company, Transfer of
Assets Department, 1818 Market Street, Suite 1604, Philadelphia, PA 19103-3682.

_______________________________________________________ _____________________
Authorized Officer of Delaware Management Trust Company Date

<PAGE> 253

DELAWARE GROUP

| | Delaware Management Company, Inc.
Investment Manager
| | Delaware Distributors, L.P.
National Distributor
| | Delaware Service Company, Inc.
Shareholder Servicing, Dividend
Disbursing and Transfer Agent
| | Delaware Management Trust Company
Custodian

DELAWARE
GROUP
========

1818 Market Street
Philadelphia, PA 19103-3682
800-523-1918 Nationwide
215-988-1241 in Philadelphia

Use of this material with the public, either in written or oral form, can only
be made in conjunction with the prospectuses of the funds in the Delaware Group
being offered. The prospectus contains further information, including sales
charges and expenses.
Be sure to consult your financial adviser when making investments. Mutual funds
can be a valuable part of your financial plan; however, they are not obligations
of or guaranteed by any bank and are not FDIC or government insured. In
addition, they involve risk, including possible loss of principal.
RL-102-10/94

<PAGE> 254
DELAWARE
GROUP
========

IRA Direct Rollover Form
Use this form to roll over the assets in your Qualified Plan or 403(b) plan to a
Delaware Group IRA. Please note, you must complete a separate IRA Direct
Rollover Form for each plan trustee/custodian and/or for each CD maturity date,
if applicable.

Information About Your Delaware Group IRA

________________________________________________________________________________
Name

________________________________________________________________________________
Address

________________________________________________________________________________
City State Zip

| | | | | | - | | | | - | | | | | | | |
Social Security Number

(__________)____________________________________________________________________
Phone: Home

(__________)____________________________________________________________________
Phone: Business

| | This is a rollover to a new Delaware Group IRA. My investment choices are
on page 3 of the enclosed IRA application.
| | Invest the amount to be rolled over into my existing Delaware Group IRA
as follows:

Fund Name: _________ Percent/Amt: _________ Account #: __________
Fund Name: _________ Percent/Amt: _________ Account #: __________
Fund Name: _________ Percent/Amt: _________ Account #: __________
================================================================================
Information About Your Qualified Plan or 403(b) to be Rolled Over

________________________________________________________________________________
Name of Employer

________________________________________________________________________________
Address

________________________________________________________________________________
City State Zip

____________________________________(________)__________________________________
Contact Person Phone Number

Account Number: ________________________________________________________________

Type of account: | | Qualified Plan | | 403(b)

For Certificates of Deposit:

________________________________________________________________________________
Maturity Date
| | Please do not roll over until my CD matures.
| | Please roll over immediately. I am aware of the early withdrawal penalty.

Name of Financial Institution:

________________________________________________________________________________

<PAGE> 255

================================================================================

Your Authorization to Roll Over

Your present Custodian may require additional documentation such as a signature
guarantee. Please check with them for their requirements.

I have established an IRA with Delaware Management Trust Company as the
Custodian. Please roll over the amount listed below to them as IRA Custodian.

| | Partial -- Liquidate assets totaling $___________ and directly roll over
IN CASH.
| | Complete -- Liquidate ALL of the above referenced account(s) and directly
roll over IN CASH.
| | Check here if you are age 70 1/2 or older.
Pursuant to IRS Regulations, I hereby certify that I am not rolling over any
minimum amount required to be distributed to me with respect to any
applicable distribution calendar year. In order to receive required minimum
distributions in the future under your Delaware Group IRA, please contact
the Delaware Group and we will send you an IRA Required Distribution
Election Form.

X ______________________________ __________________
Your Signature - must be in ink Date

================================================================================

Custodian Acceptance

For use by Delaware Management Trust Company only.

Please be advised that the Delaware Management Trust Company, as Custodian, is
willing to accept the proceeds from the above-referenced plan as an IRA account
pursuant to Internal Revenue Code Section 408.

Please make check payable to: Delaware Management Trust Company, For the Benefit
Of: (Participant), Direct Rollover; and mail to Delaware Management Trust Co.,
1818 Market Street, Philadelphia, PA 19103-3682.

________________________________________________________ _______________
Authorized Officer of Delaware Management Trust Company Date

RL-102B - 10/93

<PAGE> 256
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT
TABLE OF CONTENTS

Terms and Conditions
Article I. Contributions ....................... 2
Article II. Nonforfeitability .................. 2
Article III. Prohibited Investments ............ 2
Article IV. Required Distributions ............. 2
1. Required Beginning Date ................... 2
2. Changing Method of Payment ................ 2
3. Lifetime Distributions .................... 3
4. Death Distributions ....................... 3
5. Multiple individual Retirement Accounts ... 4
Article V. Reporting ........................... 4
Article VI. Amendment of Plan .................. 4
Article VII. The Custodian ..................... 4
1. Appointment of Agents ..................... 4
2. No Investment Responsibility .............. 4
3. Entire Contract ........................... 4
4. Delaware Service Company, Inc. ............ 5
5. Designation of Beneficiary ................ 5
6. Taxes and Expenses ........................ 5
7. Termination of Account .................... 5
8. Resignation or Removal of Custodian ....... 5
9. Custodian's Fees .......................... 5
10. Agreements with Investment Advisers ....... 5
11. Applicable Law ............................ 5
Disclosure Statement
Revocation ..................................... 6
Requirements of an Individual Retirement Account 6
Eligibility .................................... 6
Contributions .................................. 7
(A) Deductible Contributions .................. 7
(B) Non-deductible Contributions .............. 8
(C) Spousal IRA Contributions ................. 8
(D) Excess Contributions ...................... 8
(E) Rollover Contributions .................... 9
Distributions .................................. 10
(A) Normal Distributions ...................... 10
(B) Required Distributions .................... 10
(C) Distributions After Death ................. 10
Tax Treatment of Distributions ................. 11
(A) Income Tax ................................ 11
(B) Federal Income Tax Withholding ............ 11
(C) Early Withdrawal Tax ...................... 11
(D) Gift Tax .................................. 12
(E) Estate Tax ................................ 12
Borrowing/Prohibited Transactions .............. 12
Reporting to the IRS ........................... 12
(A) Form 5329 ................................. 12
(B) Form 8606 ................................. 12
IRS Approval ................................... 12
IRA Account Balance ............................ 12
Fees and Charges ............................... 13
(A) IRA Fees .................................. 13
(B) Mutual Fund Sales Charges ................. 13
(C) Redemption and Repurchase Charges ......... 13
(D) Further Details ........................... 13
Qualified Tax Advice ........................... 13

<PAGE> 257
DELAWARE MANAGEMENT COMPANY, INC.
Individual Retirement Custodial Account

The Delaware Management Company, Inc. Individual Retirement Custodial
Account (the "Plan"), including the Application which is a part thereof, is
established for the exclusive benefit of the individual ("Applicant") designated
in the Application, or his/her beneficiaries.

W I T N E S S E T H:

WHEREAS, the Applicant desires to provide for retirement and for the
support of his/her beneficiaries upon death; and

WHEREAS, to accomplish this purpose, the Applicant desires to establish an
individual Retirement Account (the "Account") as described in Section 408(a) of
the Internal Revenue Code of 1986, as amended, or any successor statute
(hereinafter referred to as "the Code").

NOW, THEREFORE, for the purposes aforesaid, the Account is established,
effective as of the date of the Application, as follows:

ARTICLE I. CONTRIBUTIONS

Except in the case of a rollover contribution described in Sections 402(c),
403(a)(4), 403(b)(8), 408(d)(3) of the Code, or an employer contribution to a
simplified employee pension plan as described in Section 408(k), the Custodian
will only accept cash and will not accept contributions on behalf of the
Applicant in excess of $2,000 for any taxable year. In no event shall the
Custodian accept a rollover of property other than shares of the Delaware Group
of Funds. Rollover contributions before January 1, 1993 include rollovers
described in Sections 402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), or
408(d)(3).

ARTICLE II. NONFORFEITABILITY

The Applicant's interest in the balance in the Account is nonforfeitable.

ARTICLE III. PROHIBITED INVESTMENTS

1. No part of the Account shall be invested in life insurance contracts; nor may
assets of the Account be commingled with other property except in a common trust
fund or common investment fund (within the meaning of Section 408(a)(5) Code).

2. No part of the Account shall be invested incollectibles as defined in
Section 408(m) of the Code.

ARTICLE IV. REQUIRED DISTRIBUTIONS

1. Required Beginning Date. The Applicant's interest in the Account will be
distributed to him/her upon his/her providing Delaware Service Company, Inc.
with instructions as to the method of distribution. The entire interest of the
Applicant in the Account must be or commence to be distributed no later than the
first day of April following the calendar year in which the Applicant attains
age 70 1/2 (the "Required Beginning Date"). Not later than the Required
Beginning Date, the Applicant may elect to have the balance in the Account
distributed:

(a) In a lump sum;

(b) In monthly, quarterly or annual payments or over a period certain not
extending beyond the life expectancy of such Applicant or the joint life
and last survivor expectancy of the Applicant and his/her designated
beneficiary.

2. Changing Method of Payment. Even though distributions may have commenced
pursuant to 1(b) above, the Applicant may receive a distribution of the balance
in the Account in a lump sum or receive distributions under another method of
payment available in 1(b), by providing written notice to Delaware Service
Company, Inc. The Applicant may change the method of payment in 1(b) once a
year, provided: (i) written notice is given to Delaware Service Company, Inc. no
later than December 15 preceding the year in which the method of payment will be
changed and (ii) that distributions are made in accordance with the requirements
of Section 408(a)(6) of the Code and the regulations thereunder.

<PAGE> 258

3. Lifetime Distributions. If the Applicant is living on his/her Required
Beginning Date, the following distribution provisions shall apply:

(a) Required Minimum Distributions. If the Applicant's entire interest in the
account is to be distributed in a manner other than a lump sum, then the
amount to be distributed each year, commencing with the Required Beginning
Date and each year thereafter, must be at least equal to the quotient
obtained by dividing the Applicant's entire interest in the Account on the
December 31 of the preceding year by the applicable life expectancy.

(b) Minimum Distributions before 1989. For calendar years beginning before
January 1, 1989, if the Applicant's spouse is not the designated
beneficiary, the method of distribution selected must ensure that at least
50% of the present value of the amount available for distribution is paid
within the life expectancy of the Applicant.

(c) Minimum Distributions after 1988. For calendar years beginning after
December 31, 1988, the amount to be distributed each year, beginning with
the first calendar year for which distributions are required and then for
each succeeding calendar year, shall not be less than the quotient obtained
by dividing the balance in the Account as of the preceding December 31 by
the lesser of (1) the applicable life expectancy or (2) if the Applicant's
spouse is not the designated beneficiary, the applicable divisor determined
from the table set forth in Q & A-4 of Section 1.401 (a)(9)-2 of the
Proposed Income Tax Regulations. Distributions after the death of the
Applicant shall be calculated using the applicable life expectancy as the
relevant divisor without regard to Section 1401 (a)(9)-2 of the proposed
regulations.

(d) Computation of Life Expectancy. Life expectancy is computed by use of the
expected return multiples in Tables V and VI of Section 1.72-9 of the
Income Tax Regulations. Unless otherwise elected by the Applicant by the
time distributions are required to begin, life expectancies shall not be
recalculated annually. Such election shall be irrevocable as to the
Applicant and will apply to all subsequent years. The life expectancy of a
non-spouse beneficiary may not be recalculated; rather, life expectancy
shall be calculated using the attained age of the beneficiary during the
calendar year in which distributions are required to begin pursuant to this
Section 3, and payments for subsequent years shall be calculated based on
such life expectancy reduced by one for each calendar year which has
elapsed since the calendar year life expectancy was first calculated.

4. Death Distributions. If the Applicant dies before the entire interest is
distributed, the following distribution provisions shall apply:

(a) Distributions beginning before death. If the Applicant dies after
distribution of his/her interest in the Account has begun, the remaining
portion of such interest will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Applicant's death. However, if the designated beneficiary is the
Applicant's surviving spouse, the spouse may elect to treat the Account as
his/her own individual retirement account. This election will be deemed to
have been made if such surviving spouse makes a regular contribution to the
Account, makes a rollover to or from the Account, or fails to elect any of
the provisions in paragraph (b) below. Distributions under this Section 4
are considered to have begun if the distributions are made on account of
the individual reaching his or her required beginning date. If the
individual receives distributions prior to the required beginning date and
the individual dies, distributions will not be considered to begin.

(b) Distributions beginning after death. If the Applicant dies before the
distribution of his/her interest in the Account begins, the Applicant's
entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the applicant's death unless the
applicant elects or, if the Applicant has not so elected, the designated
beneficiary or beneficiaries elect that the entire interest be distributed
in accordance with one of the following three provisions:

(i) The Applicant's entire interest will be distributed over a period
certain not greater than the life expectancy of the Applicant's
designated beneficiary commencing on or before December 31 of the
calendar year immediately following the calendar year in which the
Applicant died. The designated beneficiary may elect at any time to
receive greater payments.

(ii) If the designated beneficiary of the Applicant is the Applicant's
surviving spouse, payments may be made to the surviving spouse over
his/her life expectancy commencing on any date prior to the later of (1)
the December 31 of the calendar year immediately following the calendar
year in which the Applicant died and (2) the December 31

<PAGE> 259

of the calendar year in which the Applicant would have attained age
70 1/2. The surviving spouse may accelerate these payments at any time
(i.e., increase the frequency or amount of such payments).

(iii) If the designated beneficiary is the Applicant's surviving spouse, the
spouse may elect to treat the Account as his/her own individual
retirement account. This election will be deemed to have been made if
the surviving spouse makes a regular contribution to the Account, makes
a rollover to or from the Account, or fails to elect any of the above
two provisions.

(c) Computation of Life Expectancy. Life expectancy is computed by use of the
expected return multiples in Tables V and VI of Section 1.72-9 of the
Income Tax Regulations. For purposes of distributions beginning after the
Applicant's death, unless otherwise elected by the surviving spouse by the
time distributions are required to begin, life expectancy shall not be
recalculated annually. Such election shall be irrevocable as to the
surviving spouse and shall apply to all subsequent years. In the case of
any other designated beneficiary, life expectancy shall be calculated using
the attained age of the beneficiary during the calendar year in which
distributions are required to begin in accordance with this Section 4, and
payments for any subsequent calendar year shall be calculated based on such
life expectancy reduced by one for each calendar year which has elapsed
since the calendar year life expectancy was first calculated.

5. Multiple individual Retirement Accounts. An individual may satisfy the
minimum distribution requirements described above by receiving a distribution
from one IRA that is equal to the amount required to satisfy the minimum
distribution requirements for two or more IRAs. For this purpose, the owner
of two or more IRAs may use the "alternative method" described in Notice
88-38, 1988-1 C.B. 524, to satisfy the minimum distribution requirements
described above.

ARTICLE V. REPORTING

1. The Applicant agrees to provide the Custodian with information necessary for
the Custodian to prepare any reports required under Section 408(i) of the Code
and related regulations.

2. The Custodian agrees to submit reports to the Internal Revenue Service and
the Applicant as prescribed by the Internal Revenue Service. The Custodian shall
furnish the Applicant with an annual calendar year report concerning the value
of the Account.

ARTICLE VI. AMENDMENT OF PLAN

Delaware Management Company, Inc. may amend this Plan from time to time to
comply with the applicable provisions of the Code and related regulations and
to make any other changes determined by Delaware Management Company, Inc. to
be necessary and desirable.

ARTICLE VII. THE CUSTODIAN

1. Appointment of Agents. The Custodian appoints Delaware Service Company, Inc.
as its agent to receive the Applicant's contributions under this Plan. Delaware
Service Company, Inc., as the Custodian's agent, will deliver the Applicant's
contributions to the Custodian to be invested as provided in the Application.
The Custodian may also appoint one or more broker-dealers as its agent(s),
pursuant to a legally binding agency agreement with such broker-dealer(s), for
purposes of receiving the Applicant's contributions hereunder and receiving
contributions made on behalf of the Applicant pursuant to a simplified employee
pension plan (including a salary reduction SEP).

2. No Investment Responsibility. The Custodian shall have no investment
responsibility or discretion with respect to this Account. The Custodian shall
vote the regulated investment company shares held therein as directed by the
Applicant. If the Applicant does not provide voting instructions to the
Custodian, the Custodian shall vote Account shares in direct proportion to those
voting instructions, on an issue by issue basis, received by the Custodian from
other Individual Retirement Account shareholders of the fund.

3. Entire Contract. This Plan and Application constitute the entire contract
between Applicant and Custodian and, except as provided herein, no
representative of Delaware Management Company, Inc., Delaware Service Company,
Inc., Delaware Distributors, Inc., the Delaware Group of Funds nor any
broker-dealer shall be deemed to be a representative of or acting on
behalf of Custodian, nor shall any such representative have any

<PAGE> 260

authority to make representations or to bind the Custodian beyond the terms of
this document. The Custodian, Delaware Management Company, Inc., Delaware
Service Company, Inc., Delaware Distributors, Inc., the Delaware Group of Funds
and their affiliates shall not be responsible for any liability arising out of
this Plan and Application except such liability as is occasioned by their own
negligence or wilful misconduct. The Custodian and Delaware Service Company,
Inc. shall not be responsible for any action or omission taken in accordance
with any notice, request, instruction, certificate, beneficiary designation or
other instrument reasonably believed by Custodian or Delaware Service Company,
Inc. to be genuine.

4. Delaware Service Company, Inc. The Custodian may employ Delaware Service
Company, Inc. to carry out certain of the Custodian's administrative
functions hereunder in accordance with an agreement between Custodian and
Delaware Service Company, Inc.

5. Designation of Beneficiary. The Applicant shall have the right, by written
notice to Delaware Service Company, Inc., to designate or to change a
beneficiary to receive any benefit to which the Applicant may be entitled in the
event of death prior to the complete distribution of such benefits. If no such
designation is in effect upon the Applicant's death, the beneficiary shall be
the Applicant's estate. The Custodian and Delaware Service Company, Inc. shall
have no responsibility to determine whether any person or persons other than the
Applicant's designated beneficiary may be entitled, under applicable law, to
receive amounts from the Account on account of the death of the Applicant and
shall have no liability to any person for acting in accordance with Applicant's
beneficiary designation.

6. Taxes and Expenses. Any income taxes or other taxes of any kind whatsoever
that may be levied or assessed upon or in respect to the Account, any transfer
taxes incurred in connection with the investment and reinvestment of the assets
of the Account, other administrative expenses incurred by the Custodian in the
performance of its duties, including fees for legal services rendered to the
Custodian, and the compensation to the Custodian shall be paid from the assets
of the Account, unless paid by the Applicant.

7. Termination of Account. This Account shall terminate upon the complete
distribution of the Account to the Applicant or his/her beneficiaries or to
successor individual retirement accounts or annuities.

8. Resignation or Removal of Custodian. The Custodian may resign at any time
upon ninety (90) days notice in writing to the Applicant and to Delaware
Management Company, Inc. or may be removed by Delaware Management Company,
Inc. at any time upon ninety (90) days notice in writing to the Custodian.
Upon such resignation or removal, Delaware Management Company, Inc. will
appoint a successor Custodian. If within sixty (60) days after the
Custodian's resignation or removal, Delaware Management Company, Inc. has not
appointed a successor Custodian which has accepted such appointment, the
Custodian may appoint such successor itself.

9. Custodian's Fees. The Custodian's fees shall be as published or amended
from time to time.

10. Agreements with Investment Advisers. The Custodian, in its discretion, may
enter into an agreement with an investment adviser, registered under the
Investment Adviser's Act of 1940, for the purpose of redeeming investment
company shares held hereunder to pay for market timer services rendered by the
adviser with respect to the Applicant's Account.

11. Applicable Law. This Plan shall be construed under the laws of the
Commonwealth of Pennsylvania, without giving effect to conflict of laws
principles, and shall become effective only upon execution by Custodian at its
offices in Philadelphia, Pennsylvania. The Custodian shall not be called upon to
take any action outside the Commonwealth of Pennsylvania.

<PAGE> 261

DISCLOSURE STATEMENT

REVOCATION

You are entitled to revoke your individual retirement account ("IRA"), for
any reason and without penalty, by mailing or delivering written notice of
revocation to Delaware Service Company, Inc. within seven days after your
receipt of the IRA Disclosure Statement or within seven days after you establish
your IRA; however, if your IRA is established more than seven days after receipt
of the IRA Disclosure Statement, you may not revoke your IRA. If you wish to
revoke your IRA, mail or deliver your written notice to Delaware Service Co.,
Inc., Retirement Plans Department, 1818 Market Street, Philadelphia, PA 19103.
If mailed, the revocation notice will be considered mailed on the date of
postmark (or if sent by certified or registered mail, the date of certification
or registration) if it is deposited in the mail in the United States in an
envelope or other appropriate wrapper, first class postage prepaid, properly
addressed. While oral revocations are not accepted, you may contact us at (800)
523-1918 (In Philadelphia call 988-1241) if you have any questions with respect
to this procedure. If you should choose to revoke your IRA, the entire amount of
your contribution will be refunded without adjustment for administrative
expenses or any other amount.

REQUIREMENTS OF AN INDIVIDUAL
RETIREMENT ACCOUNT

An Individual Retirement Account investing contributions in any of the Funds
in the Delaware Group is a Custodial Account created in the United States for
the exclusive benefit of an individual or his/her beneficiaries. The written
instrument creating the Custodial Account must satisfy the following
requirements:

1. Except in the case of a rollover contribution (explained below),
contributions must be in cash and may not exceed $2,000, or $2,250 if a
spousal IRA, for any taxable year;

2. The Custodian must be a bank or other person approved by the Secretary of
the Treasury;

3. No part of the IRA funds may be invested in life insurance contracts;

4. The interest of an individual in the IRA must be nonforfeitable;

5. The assets of the IRA may not be commingled with other property except in
a common trust fund or common investment fund; and

6. The entire interest of an individual must be distributed in accordance with
certain rules (explained below under "Distributions").

ELIGIBILITY

You are eligible to establish and contribute to an IRA for any year in which
you work and receive compensation for such work, provided that you have not
attained age 70 1/2 in the year in question. If eligible, both a husband and
wife may each have their own separate IRA. If either spouse is ineligible to
establish an IRA, because the spouse has no "compensation," the other spouse may
be permitted to establish a Spousal IRA.

"Compensation" includes wages, salaries, professional fees, and other
amounts received for personal services, including such items as commissions paid
to salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses. Compensation also includes
earned income of a self-employed person and any amount includable in an
individual's income as alimony or separate maintenance payments. Compensation
does not include amounts derived from or received as earnings or profits from
property, such as interest, dividends and rent, or any amount not includable in
gross income.

If you satisfy certain requirements, you may also establish an IRA for the
purpose of transferring retirement savings distributed from another individual
retirement account, individual retirement annuity, tax-sheltered annuity or
qualified retirement plan maintained by your employer.

You may have an IRA whether or not you are a participant in any other
retirement plan. However, if you or your spouse are an active participant in
another retirement plan, the amount of your annual contribution which is tax
deductible may be reduced (explained below under "Contributions").

<PAGE> 262

CONTRIBUTIONS

(A) Deductible Contributions

You may make an annual contribution to your IRA up to a maximum of $2,000(1)
or 100% of your compensation, whichever is less. If neither you nor your spouse
is an "active participant" in an employer maintained retirement plan at any time
during the year, the entire amount of your contribution (within the above
limits) will be tax deductible.

As explained below, if either you or your spouse is an active participant in
an employer maintained retirement plan, but you have adjusted gross income (AGI)
below the "applicable dollar amount," your entire contribution will still be tax
deductible. However, if either you or your spouse is an active participant and
your AGI is above the applicable dollar amount, the amount of your contribution
which is tax deductible will be reduced or eliminated as illustrated by the
chart below:

Tax Deductible Contributions:
Who Qualifies:

If you are not an active participant in
an employer-sponsored retirement plan:
100% deductible at any income level
If you are an active participant in
an employer-sponsored retirement plan:

Adjusted Gross Income Contribution
Married Single Deductibility
--------------- --------------- ---------------
below $40,000 below $25,000 Full
$40,000-$50,000 $25,000-$35,000 Partial
over $50,000 over $35,000 No

In order to be deductible for a taxable year, annual contributions must be
made not later than the due date (without regard to extensions) of your tax
return for the year for which the deduction is claimed.

Definition of Active Participant

You are an "active participant" for a year if you are "covered" by any of the
following retirement plans:

1. A qualified plan described in Section 401(a) of the Internal Revenue Code
(hereinafter the "Code");

2. An annuity plan described in Section 403(a) of the Code;
- ------------
(1) An additional $250 may be contributed to a Spousal IRA for a total of $2,250
for a working and non-working spouse.

3. A plan established for its employees by the United States, by a state or
local government or by an agency or instrumentality thereof (other than an
eligible deferred compensation plan as defined in Section 457(b) of the Code);

4. An annuity contract or custodial account described in Section 403(b) of
the Code;

5. A simplified employee pension (SEP) and salary reduction SEP described in
Section 408(k) of the Code;

6. A trust described in Section 501(c)(18) of the code.

You are considered "covered" by a retirement plan for a year if your employer
or union has a retirement plan of a type described above under which money is
added to your account or you are eligible to earn retirement credits. You are an
active participant for a year even if you are not yet vested in your retirement
benefit. Also, if you make required contributions or voluntary employee
contributions to a retirement plan, you are an active participant. In certain
plans, you may be an active participant even if you were only with the employer
for part of the year. Your active participant status should be indicated on your
Form W-2.

You are not considered an active participant if you are covered by a plan
only because of your service as (1) an Armed Forces Reservist, for less than
ninety (90) days of active service; or (2) a volunteer fire fighter covered for
fire fighting service by a government plan. Of course, if you are covered under
any other plan, these exceptions do not apply.

If you would like specific advice as to whether you are an active participant
in a retirement plan, you should consult with your attorney or a qualified tax
adviser.

AGI Threshold Level

If you or your spouse are an active participant, you must calculate your
adjusted gross income (AGI) for the year (if you and your spouse file a joint
tax return, you must use your combined AGI) to determine whether your IRA
contribution will be deductible. The instructions to your tax return will show
you how to calculate your AGI for this purpose. If you are at or below a certain
AGI level, called the "Threshold Level," you are treated as if you were not an
active participant and can make a deductible contribution under the same rules
as a person who is not an active participant.

If you are single, your AGI Threshold Level is $25,000. If you are married
and file a joint tax return, the Threshold Level is $40,000. If you are married
but file a separate tax return, the Threshold Level is $0. If you and your
spouse file separate tax returns and you live apart at all times during the
year, both you and your spouse will be treated as single in determining the
deductibility of your IRA contributions and your spouse's IRA contributions.

<PAGE> 263
Calculation of Deduction Limit

If your AGI is less than $10,000 above your Threshold Level, you will still
be able to make a deductible contribution, but it will be limited in amount. The
amount by which your AGI exceeds your Threshold Level (AGI minus Threshold
Level) is called your Excess AGI. The maximum allowable deduction is $2,000 (or
a total of $2,250 for a Spousal IRA). You may calculate your deduction limit by
using the following formula:

$10,000 -- Excess AGI x Maximum Allowable = Deduction
- ---------------------
$10,000 Deduction Limit

You must round up the result to the next highest $10 level. For example, if
the result is $1,525, you must round it up to $1,530. If the final result is
below $200 but above $0, your deduction limit is $200. Your deduction limit
cannot, in any event, exceed 100% of your compensation.

The following examples illustrate the above formula.

Example One: Bob, a single individual, is an active participant in his
employer's retirement plan and has AGI of $28,000. Bob has contributed $2,000 to
his IRA for the current year. Bob will calculate the deductible portion of his
IRA contribution as follows:

1. Bob must first determine the amount of his Excess AGI. His Excess AGI is
equal to his AGI minus his Threshold Level. Because Bob is a single
individual his Threshold Level is $25,000. Thus, his Excess AGI is $3,000
($28,000 -- $25,000).

2. Bob will now determine his deduction limit as follows:

$10,000 -- $3,000 x $2,000 = $1,400
----------------
$10,000

Example Two: Jack and Jane are a married couple who file a joint income tax
return and have a combined AGI of $45,000. Jack is not covered by his employer's
retirement plan. Jane is an active participant in her employer's retirement
plan. Jack and Jane have each contributed $2,000 to their separate IRAs. Jack
and Jane will calculate the deductible portion of their contributions as
follows:

1. Jack and Jane must first determine the amount of their Excess AGI. Since they
are a married couple filing a joint return their Threshold Level is $40,000.
Thus, their Excess AGI is $5,000 ($45,000 -- $40,000).

2. Jack and Jane will each determine their individual deduction limit as
follows:

$10,000 -- $5,000 x $2,000 = $1,000
----------------
$10,000

(B) Non-deductible Contributions

Even if your deduction limit is less than $2,000 ($2,250 for a Spousal IRA),
you may still contribute to your IRA up to the lesser of 100% of your
compensation or $2,000 ($2,250 for a Spousal IRA). The amount of your
contribution which is not deductible will be treated as a non-deductible
contribution to your IRA. You may also choose to treat a contribution as
non-deductible even if you could have deducted part or all of the contribution.
Interest or other earnings on your contribution, whether from deductible or non-
deductible contributions, will not be taxed until distributed to you from the
IRA.

You may make your $2,000 contribution at any time during the year, if your
compensation for the year will be at least $2,000, without having to designate
at such time how much of your contribution will be deductible. When you complete
your tax return, you must then determine how much of your contribution is
deductible. If you determine that all or a portion of your contribution is
non-deductible, you must report such amount to the Internal Revenue Service on
your tax return for the year.

If you and your spouse file a joint income tax return and your spouse either
has no compensation for the taxable year or elects to be treated as having no
compensation for the taxable year, you may establish an IRA for the benefit of
your spouse. If you make contributions on behalf of yourself and your spouse for
a given tax year, the aggregate amount of the contributions to both your IRA and
your spouse's IRA may not exceed the lesser of $2,250 or the amount of your
compensation for such year. The contribution does not have to be split equally
between the IRAs belonging to you and your spouse. However, the total
contributions to either of your IRAs may not exceed $2,000.

You are not permitted to make contributions to your IRA in the year in which
you attain age 70 1/2 and subsequent years; however, you may continue to deduct
contributions to your non-working spouse's IRA until the year in which your
spouse reaches age 70 1/2.

(D) Excess Contributions

If you make a contribution to your IRA in excess of the deductible and
non-deductible limits, whichever is applicable, such amount is an "excess
contribution." A non-deductible 6% excise tax is imposed upon the excess
contribution for the year in which it is made and also for each following year
until it is eliminated. However, the amount of the tax for any year cannot
exceed 6% of the value of your IRA as of the close of the tax year.

You may avoid the imposition of such 6% tax if you withdraw any excess
contributions from your IRA before the due date for filing your federal

<PAGE> 264
tax return (not including extensions) for the year for which the excess
contribution is made. The earnings attributable to the excess contribution also
must be withdrawn by that date and must be included in your gross income in the
year for which the excess contribution was made. A timely withdrawal of the
excess contributions will permit you to avoid not only the 6% excise tax but
also the 10% penalty tax on premature distributions.

A withdrawal of an excess contribution after the tax return filing date will
avoid the 10% penalty tax on premature distributions, provided that the total
contribution for the year did not exceed $2,250 and no deduction was allowed for
the excess contribution.

As an alternative to withdrawing such excess contribution, you may eliminate
the excess by reducing your future annual contributions below the maximum
allowable amount. However, you will continue to be subject to the 6% excise tax
for each year until the excess contribution is completely eliminated.

(E) Rollover Contributions

A rollover contribution must consist of cash or other assets distributed from
one retirement program and "rolled over" tax free to another. There are two
types of rollover contributions to an IRA. The first type involves the
distribution of cash or other assets from one IRA which is "rolled over" to
another IRA. For this purpose, the term "IRA" includes individual retirement
accounts and individual retirement annuities. The second type involves the
distribution of cash or other assets from a tax-sheltered annuity or custodial
account or from a qualified retirement plan which is "rolled over" to an IRA. A
rollover contribution is neither includable in your income nor deductible.
Unlike annual contributions, rollover contributions are not subject to the
annual $2,000 limitation (or $2,250 in the case of the Spousal IRA) or 100% of
compensation limitation. A rollover contribution may not include any minimum
amounts required to be distributed to you during the calendar year in which you
attain age 70 1/2 or during any subsequent year. A rollover contribution must be
in cash or in shares of the Delaware Group of Funds.

IRA to IRA

If you receive a distribution from another individual retirement account or
individual retirement annuity, you may redeposit all or part of the amount you
receive into your IRA. You must roll over such amount within the sixty (60)-day
period following your receipt of the distribution in order for such amount to
qualify for rollover treatment and in order for such amount to avoid being
treated as a taxable distribution. Amounts not rolled over may also be subject
to the 10% penalty tax on premature distributions. A surviving spouse
beneficiary of an IRA may roll over a distribution from the IRA to the spouse's
own IRA; a non-spouse beneficiary is not eligible to roll over such a
distribution.

A rollover from each separate individual retirement account or individual
retirement annuity is allowed only once a year. The one-year period begins on
the date that you receive the distribution and not on the date it is rolled over
into another IRA. A rollover from one IRA to another should not be confused with
a direct transfer of your IRA assets from one IRA custodian or trustee to
another IRA custodian or trustee. A transfer from one IRA custodian to another
is not considered a rollover and, consequently, is not affected by the
once-a-year limitation on rollovers.

Qualified Retirement Plan to IRA

You may also be eligible for tax-free rollover treatment when you receive a
distribution from your employer's qualified retirement plan or from a
tax-sheltered annuity or custodial account.

In order to qualify for tax-free rollover treatment, a distribution from a
qualified retirement plan must constitute an "eligible rollover distribution."

Any distribution from an employer-sponsored tax-qualified retirement plan or
tax-sheltered annuity or custodial account will qualify as an eligible rollover
distribution unless it is one of the following:

(i) A distribution which is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the employee or the lives (or joint life expectancies) of
the employee and the employee's designated beneficiary, or for a specified
period of 10 years or more.

(ii) The portion of a distribution representing the minimum annual distribution
required after an employee attains age 70 1/2 or dies.

(iii) The non-taxable portion of a distribution representing after-tax
contributions to the plan.

(iv) Certain corrective distributions of elective deferrals, after-tax
contributions and matching contributions.

(v) A distribution to a non-spouse beneficiary of a deceased participant.

(vi) A distribution pursuant to a qualified domestic relations order to an
alternate payee who is neither the participant's spouse or former spouse.

(vii) A distribution to a surviving spouse to the extent the distribution is
subject to the Death Benefit Exclusion under Code section 101(b).
9
<PAGE> 265
If an eligible rollover distribution is paid to you, it wiII be subject to
mandatory 20% federal income tax withholding. You cannot elect to waive this
withholding tax, even if you intend to take advantage of tax-free rollover
treatment. If cash is available from some other source equal to the amount
withheld and you transfer that amount plus the net amount of the distribution to
your IRA within sixty (60) days after the distribution, no portion of the
eligible rollover distribution will be taxable to you. You may be entitled to a
full refund of the 20% withheld, depending upon your tax situation for the year.
If you roll over only the amount of the distribution actually received by you
and do not roll over an amount equal to the 20% withheld, you will be taxed on
the 20% withheld, and may be subject to a 10% additional tax on premature
distributions if you are younger than age 59 1/2.

However, the 20% withholding can be avoided by making a "direct rollover" to
your IRA. A direct rollover is a direct payment by the distributing
tax-qualified retirement plan or tax-sheltered annuity or custodial account to
your IRA rather than to you. If your eligible rollover distribution is at least
$200, your employer's plan must give you the option to make a direct rollover of
your eligible rollover distribution to an IRA.

The eligible rollover distribution rules also apply to distributions to a
surviving spouse who is a beneficiary of a deceased participant. These rules
also apply to distributions to a spouse or former spouse who is an alternate
payee with respect to a participant's benefits under a qualified domestic
relations order.
DISTRIBUTIONS

The IRA distribution rules are similar to the rules for distributions from
qualified retirement plans, in accordance with proposed regulations issued by
the Secretary of the Treasury. As of the date of issuance of this Disclosure
Statement, the regulations have not been finalized. Accordingly, the description
below of the distribution rules will be subject to modification upon issuance of
final regulations.

(A) Normal Distributions

Your IRA is intended to provide a source of income to you upon your
retirement on or after age 59 1/2 or if you become disabled. Distributions other
than amounts rolled over into another IRA or qualified plan are taxed as
ordinary income in the year received by you. With certain exceptions,
distributions which occur prior to age 59 1/2 will be subject to a 10%
additional tax on premature distributions (explained below).

(B) Required Distributions

While distributions from your IRA may commence any time, such distributions
must commence on or before the first day of April of the year following the year
in which you attain age 70 1/2 (known as the "Required Beginning Date").
Distributions must be paid to you in accordance with one of the following
methods:

(i) A single lump sum payment; or

(ii) In monthly, quarterly or annual payments over a period certain not
extending beyond your life expectancy or the joint and last survivor
expectancy of you and your designated beneficiary.

Even though distributions may have commenced in the method explained in
option (ii) above, you may receive a distribution of the balance in your IRA at
any time. Distributions may be received in a single payment or in installment
payments (but distributions which will be rolled over must exclude any minimum
amount required to be distributed during that calendar year).

If you elect to have your IRA distributed in other than a single payment, the
amount to be distributed each year, beginning with the first calendar year for
which distributions are required and for each succeeding year, must be at
least equal to the amount determined by dividing the entire amount of your IRA
as of the preceding December 31 by your life expectancy or by the joint and last
survivor life expectancies of you and your designated beneficiary. If your
designated benficiary is not your spouse and is more than 10 years younger than
you, your beneficiary will be treated as if he/she were only 10 years younger
than you for purposes of determining the joint life expectancy of you and your
beneficiary. In order to enforce such minimum distribution requirements, a 50%
tax is imposed on the amount, if any, by which the minimum required distribution
exceeds the actual amount distributed. If the failure to make the minimum
distribution is due to a reasonable error and steps are taken to remedy such
error, the 50% tax may be waived by the Internal Revenue Service.

If you have more than one IRA, you can satisfy the minimum distribution
requirements by taking from one IRA the amount required to satisfy the
requirement for all other IRAs.

At the time that you establish your IRA, you have the right to select a
beneficiary who will be entitled to receive the balance in your IRA if you
should die prior to the complete distribution of your IRA. You have the right,
prior to the complete distribution of your IRA, to change your designation of
beneficiary. If you fail to properly designate a beneficiary, your estate will
be treated as your designated beneficiary.
10

<PAGE> 266

If you should die after the distribution of your IRA has commenced, the
remaining portion of your IRA will continue to be distributed at least as
rapidly as under the method of distribution being used prior to your death. If
you should die before the distribution of your IRA has commenced, the entire
interest in your IRA must be distributed in accordance with one of the following
provisions:

(i) The entire balance of your IRA is distributed by the December 31 of the
year containing the fifth anniversary of your death;

(ii) If the balance of your IRA is payable to a designated beneficiary, such
amount may be distributed in substantially equal periodic installments
over the life expectancy of the beneficiary commencing no later than the
December 31 of the year after your death;

(iii) If the designated beneficiary is your surviving spouse, your spouse may
elect to receive periodic payments over his/her life expectancy,
commencing at any date prior to the later of (1) the December 31 of the
year following your death or (2) the December 31 of the year in which you
would have attained age 70 1/2;

(iv) If the designated beneficiary is your surviving spouse, your spouse may
elect to treat your IRA as his/her own IRA and receive distributions under
the general distribution rules discussed above.

TAX TREATMENT OF DISTRIBUTIONS

(A) Income Tax

As a general rule, distributions from your IRA are taxable to you as ordinary
income. However, if non-deductible contributions have been made to your IRA,
the portion of your IRA distribution consisting of non-deductible contributions
will not be taxed again when received by you. If you make any non-deductible IRA
contributions, each distribution from your IRA will consist of a non-taxable
portion (return of non-deductible contributions) and a taxable portion (return
of deductible contributions, if any, and earnings). Thus, you may not take a
distribution which is entirely tax-free. The following formula is used to
determine the non-taxable portion of your distributions for a tax year:

Non-deductible Non-taxable
Contributions x Total Distribution = Distributions
---------------------- (for the year) (for the year)
Year-end IRA Balance

In determining your year-end IRA balance, you add back all distributions
taken during the year.

The following example illustrates how you will determine the non-taxable
portion of your distributions for a taxable year.

Example: Mary has made the following contributions to her IRA:

YEAR DEDUCTIBLE NON-DEDUCTIBLE
1985 $2,000 $0
1986 $2,000 $0
1987 $2,000 $0
1988 $1,000 $1,000
1989 $0 $2,000
------ ------
$7,000 $3,000

During 1990, Mary receives a $1,000 distribution from her IRA. On December
31, 1990 the total value of Mary's IRA is $11,000. The non-taxable portion of
the distribution she received during 1990 is determined as follows:

$3,000 x $1,000 = $250
--------------
11,000 + 1,000

To determine your year end balance you treat all of your IRAs as a single
IRA. This includes all regular IRAs, as well as simplified employee pension
(SEP) IRAs, salary reduction SEPs, and rollover IRAs.

A single lump sum distribution from your IRA is not entitled to special
10-year averaging, five-year averaging or capital gains treatment.

(B) Federal Income Tax Withholding

Distributions from your IRA are subject to Federal income tax withholding
unless the recipient elects in writing that no taxes be withheld. If the total
account balance or a portion of the account balance is distributed, then the
withheld amount will equal 10% of the distribution. If the distribution is part
of a series of periodic payments, the withheld amount will be calculated as if
the distribution were wages, and Form W-4P must be completed.

In general, distributions from your IRA which occur prior to age 59 1/2 will
be subject to adverse tax consequences. Not only will such distributions be
fully taxable to you as ordinary income (subject to the formula described above
for determining the non-taxable portion of your distribution), such
distributions will also be subject to a 10% additional premature distribution
tax.

In addition to the exceptions for rollovers and the return of excess
contributions discussed above, distributions on account of your death or
disability will be exempt from the 10% additional tax. You are considered

<PAGE> 267

disabled if you are unable to engage in any substantial gainful activity because
of a medically determinable physical or mental impairment which can be expected
to result in death or to be of long, continued and indefinite duration. In
addition, distributions before age 59 1/2 are not subject to the 10% tax if made
in the form of substantially equal periodic payments and are made for your life
(or life expectancy) or the joint lives (or joint life expectancies) of you and
your designated beneficiary.

A transfer of amounts held in your IRA to your spouse's or former spouse's
IRA pursuant to a divorce or separation instrument will not be taxable as
ordinary income or subject to the 10% additional tax.

(D) Gift Tax

Your designation of a beneficiary for your IRA will not be treated as a gift
and will not subject you to Federal gift taxes.

(E) Estate Tax

Any amounts remaining in your IRA after your death will be included in your
gross estate and may be subject to Federal estate tax.

BORROWING/PROHIBITED TRANSACTIONS

You may not use the IRA or any portion of the IRA as security for a loan. If
you do, the portion pledged as security will be treated as distributed to you,
and will thus be includable in your taxable income for that year. Certain other
transactions (called "prohibited transactions" in the Code) may also result in
the disqualification of your IRA and the inclusion in income of the fair market
value of the IRA. Neither you, nor your beneficiary, may engage in any of the
following prohibited transactions with the IRA:

(a) a sale, exchange, or leasing of any property;

(b) lending of money or other extension of credit;

(d) the transfer or use of income or assets of the IRA by you or your
beneficiary.

If such transactions are engaged in, your IRA will be disqualified and will
lose its tax-exempt status. Under such circumstances, your IRA will be
considered to have been distributed to you and will be subject to the income and
additional taxes discussed above.

REPORTING TO THE IRS

(A) FORM 5329

If a transaction has occurred upon which a special penalty tax is imposed,
such as an excess contribution, a premature distribution or a failure to make a
timely distribution, you are required to file Form 5329 with your income tax
return for the year of the transaction. Form 5329 need not be filed if the only
activity for the year is the making of contributions or the distribution of
permissible benefits.

(B) FORM 8606

You are required to file Form 8606 if you make a non-deductible IRA
contribution.

IRS APPROVAL

The Delaware Group Prototype IRA has previously been approved by the Internal
Revenue Service as to its written form. Since that time, it has been amended to
conform to changes in the law and has been resubmitted to the Internal Revenue
Service for approval. At the time this Disclosure Statement was prepared, the
Internal Revenue Service had not reviewed the amendments.

Please be aware that the Internal Revenue Service's approval is a
determination only as to the form of the IRA and does not represent a
determination as to the merits of your particular IRA.

IRA ACCOUNT BALANCE

Each of the mutual fund shares held in your IRA has an equal interest in the
assets, net investment income and capital gains of the mutual fund selected. The
value of the shares is dependent upon, among other things, the market values of
the securities in the mutual fund's investment portfolio, which are subject to
fluctuation; therefore, growth in the value of your IRA cannot be projected or
guaranteed. Dividends from net investment income and any capital gains
distributions paid by the mutual fund selected will be reinvested in fund shares
at the net asset value thereof as of the respective ex-dividend dates, and such
additional shares will be credited to your IRA.

<PAGE> 268

FEES AND CHARGES

(A) IRA Fees

In general, there is an annual maintenance fee (currently $15 per year) for
your IRA. If an investor owns more than one Delaware Group IRA or opens a
Delaware Group IRA and invests in multiple funds within the Delaware Group,
however, only one fee per Social Security number will be charged. IRA fees are
deducted from the IRA during May of each year, unless paid directly by the
shareholder to the Custodian prior to May of each calendar year. The IRA fees
are subject to change.

(B) Mutual Fund Sales Charges

A sales charge will be made against your investment except for Delaware Group
Cash Reserve and Delaware Group U.S. Government Money Fund. For investments
under $1 million, sales charge rates range from a maximum of 8.50% to 1.5% of
the offering price of the fund shares. Depending on the Delaware Group fund
selected, the maximum rate applicable to an initial $1,000 contribution would be
8.50%, 5.75%, 4.75% or 3.00%. The maximum rate is applicable to subsequent
contributions of $1,000 until the value of the fund shares meets or exceeds a
level that qualifies the shareholder to receive a reduced sales charge. An
account value of $10,000 reduces the sales charge for funds at the maximum 8.50%
level to 7.75%. The sales charge for funds with a maximum of 5.75% is reduced to
4.75% when the account reaches $100,000.

The sales charge for funds with a maximum of 4.75% is reduced to 3.75% when
the account reaches $100,000. The sales charge for funds with a maximum of 3.00%
is reduced to 2.50% when the account reaches $100,000. Further sales charge
reductions at lower rates are applicable on larger purchases and on purchases
under the fund's Right of Accumulation and Letter of Intention. Group purchases
that meet our minimum standard may be subject to a different sales charge.
Reduced sales charges also apply to the combination of shares of any of the
funds in the Delaware Group (except Delaware Group Cash Reserve and Delaware
Group U.S. Government Money Fund, unless they were acquired through an exchange
or unless the inclusion of such shares brings your total account balance to $1
million) held by you and those held in your IRA.

Neither the fund nor the national distributor makes a charge for redemptions
or repurchases.

(D) Further Details

Please refer to the prospectus of the fund or funds selected as your
investment for further details, including current charges and expenses.

QUALIFIED TAX ADVICE

The above is only a general description of taxation of IRAs. Because of the
unfavorable tax consequences which could result from the improper establishment
or use of an IRA, you may wish to consult with an attorney or qualified tax
adviser. Neither Delaware Management Company, Inc., Delaware Service Co., Inc.,
the Delaware Group of Funds nor the Custodian assumes any liability for tax
consequences to investors or beneficiaries arising from IRAs.

<PAGE> 269

DELAWARE
GROUP
========
IRA

(PHOTO OF LARGE KEY)

|| PLAN DOCUMENT
|| TERMS AND CONDITIONS
|| DISCLOSURE STATEMENT
||=========================

THE DELAWARE ORGANIZATION
| | Delaware Management Company, Inc.
Investment Manager

| | Delaware Distributors, L.P.
National Distributor

| | Delaware Service Company, Inc.
Shareholder Servicing, Dividend
Disbursing and Transfer Agent

| | Delaware Management Trust Company
Custodian

RETIREMENT
1818 Market Street PLANNING (LOGO)
Philadelphia, PA 19103-3682 IS THE KEY
800-523-4640
In Philadelphia 215-988-1333

RL-101-150M-12/93-U
Printed in the U.S.A.

<PAGE> 270

CLAIMS PROCEDURE

The Employer shall establish a claims procedure in accordance with the
requirements of the Employee Retirement Income Security Act of 1974, as amended,
if applicable, for the presentation of claims under the terms of the SEP
Document. A claim is a request for a plan benefit, including participation and
contributions, by an Employee or Beneficiary. The Employer shall make all
determinations as to the eligibility of any Employee for plan participation or
Employer contribution. In the event the claim is denied, the Employer shall
provide written notice of its determination to the Employee or Beneficiary
within ninety (90) days after receipt of the claim unless special circumstances
require an extension of time for processing the claim. If such an extension of
time for processing is required, written notice of the extension shall be
furnished to the claimant prior to the termination of the initial 90-day
period. The written notice will be set forth in a manner that may be understood
by the claimant and shall include:

1) The reason for the denial.

2) Specific reference to pertinent plan provisions on which the denial is
based.

3) Additional information necessary for the claimant to perfect the claim and
why the information is necessary.

4) Information about the procedures for submitting the denied claim for
review.

RL-210-1/93-5M-U

<PAGE> 271

DELAWARE CASH RESERVE A
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1994
- ------------------------------------------

Average Annual Compounded Rate of Return:

n
P(1+T) = ERV

ONE
YEAR
- ----------
1
$1000(1-T) = $1,040.07

T = 4.01%

THREE
YEARS
- ----------
3
$1000(1-T) = $1,094.48

T = 3.06%

FIVE
YEARS
- ----------
5
$1000(1-T) = $1,237.15

T = 4.35%

TEN
YEARS
- ----------
10
$1000(1-T) = $1,753.31

T = 5.78%

FIFTEEN
YEARS
- ----------
15
$1000(1-T) = $3,111.37

T = 7.86%

LIFE
OF FUND
- ----------
16.747945
$1000(1-T) = $3,728.775

T = 8.17%

<PAGE> 272

DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- ------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------
1995 1000.000 $0.012 12.364 1,012,364
- ------------------------------------------------------

Ending Shares 1012.364
Ending NAV $1.00
---------
Investment Return $1,012.36

Total Return Performance
- ------------------------
Investment Return $1,012.36
Less Initial Investment $1,000.00
---------
$12.36 /$1,000.00 x 100

Total Return: 1.2364%

<PAGE> 273

DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
SIX MONTHS
- --------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------------
1995 1000.000 $0.023 23.371 1,023.371
- -------------------------------------------------------------

Ending Shares 1023.371
Ending NAV $1.00
---------
Investment Return $1,023.37

Total Return Performance
- ------------------------
Investment Return $1,023.37
Less Initial Investment $1,000.00
---------
$23.37 /$1,000.00 x 100

Total Return: 2.3371%

<PAGE> 274

DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
NINE MONTHS
- ---------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------
1995 1000.000 $0.032 32.572 1,032.572
- --------------------------------------------------------------

Ending Shares 1032.572
Ending NAV $1.00
---------
Investment Return $1,032.57

Total Return Performance
- ------------------------
Investment Return $1,032.57
Less Initial Investment $1,000.00
---------
$32.57 /$1,000.00 x 100

Total Return: 3.2572%

<PAGE> 275

DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
ONE YEAR
- -------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------------
1995 1000.000 $0.039 40.070 1,040.070
- -------------------------------------------------------------

Ending Shares 1,040.070
Ending NAV x $1.00
---------
Investment Return $1,040.07

Total Return Performance
- ------------------------
Investment Return $1,040.07
Less Initial Investment $1,000.00
---------
$40.07 / $1,000.00 x 100

Total Return: 4.0070%

<PAGE> 276

DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
THREE YEARS
- -------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------------
1993 1,000.000 $0.028 28.729 1,028.729
- ------------------------------------------------------------
1994 1,028.729 $0.023 23.590 1,052.319
- ------------------------------------------------------------
1995 1,052.319 $0.039 42.161 1,094.480
- ------------------------------------------------------------

Ending Shares 1,094.480
Ending NAV x $1.00
----------
Investment Return $1,094.48

Total Return Performance
- ------------------------
Investment Return $1,094.48
Less Initial Investment $1,000.00
----------
$94.48 / $1,000.00 x 1

Total Return: 9.4480%

<PAGE> 277
DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
FIVE YEARS
- -------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
1991 1,000.000 $0.073 75.220 1,075.220
- -------------------------------------------------------
1992 1,075.220 $0.050 55.140 1,130.360
- -------------------------------------------------------
1993 1,130.360 $0.028 32.470 1,162.830
- -------------------------------------------------------
1994 1,162.830 $0.023 26.660 1,189.490
- -------------------------------------------------------
1995 1,189.490 $0.039 47.660 1,237.150
- -------------------------------------------------------

Ending Shares 1,237.150
Ending NAV x $1.00
-----------
Investment Return $1,237.15

- ------------------------
Investment Return $1,237.15
Less Initial Investment $1,000.00
-----------
$237.15 / $1,000.00 x 1

Total Return: 23.7150%

<PAGE> 278
DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
TEN YEARS
- ----------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------
1986 1,000.000 $0.075 77.400 1,077.400
- --------------------------------------------------------------------------
1987 1,077.400 $0.057 63.120 1,140.520
- --------------------------------------------------------------------------
1988 1,140.520 $0.063 73.890 1,214.410
- --------------------------------------------------------------------------
1989 1,214.410 $0.073 91.650 1,306.060
- --------------------------------------------------------------------------
1990 1,306.060 $0.082 111.150 1,417.210
- --------------------------------------------------------------------------
1991 1,417.210 $0.073 106.600 1,523.810
- --------------------------------------------------------------------------
1992 1,523.810 $0.050 78.140 1,601.950
- --------------------------------------------------------------------------
1993 1,601.950 $0.028 46.020 1,647.970
- --------------------------------------------------------------------------
1994 1,647.970 $0.023 37.790 1,685.760
- --------------------------------------------------------------------------
1995 1,685.760 $0.039 67.550 1,753.310
- --------------------------------------------------------------------------

Ending Shares 1,753.310
Ending NAV x $1.00
-----------
Investment Return $1,753.31

Total Return Performance
- ------------------------
Investment Return $1,753.31
Less Initial Investment $1,000.00
-----------
$753.31 / $1,000.00 x 1

Total Return: 75.3310%

<PAGE> 279

DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
FIFTEEN YEARS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1981 | 1,000.000| $0.131 139.070 | 1,139.070
- --------------------------------------------------------------------------------------
1982 | 1,139.070| $0.152 185.780 | 1,324.850
- --------------------------------------------------------------------------------------
1983 | 1,324.850| $0.111 154.070 | 1,478.920
- --------------------------------------------------------------------------------------
1984 | 1,478.920| $0.087 133.490 | 1,612.410
- --------------------------------------------------------------------------------------
1985 | 1,612.410| $0.096 162.150 | 1,774.560
- --------------------------------------------------------------------------------------
1986 | 1,774.560| $0.075 137.350 | 1,911.910
- --------------------------------------------------------------------------------------
1987 | 1,911.910| $0.057 112.020 | 2,023.930
- --------------------------------------------------------------------------------------
1988 | 2,023.930| $0.063 131.110 | 2,155.040
- --------------------------------------------------------------------------------------
1989 | 2,155.040| $0.073 162.640 | 2,317.680
- --------------------------------------------------------------------------------------
1990 | 2,317.680| $0.082 197.260 | 2,514.940
- --------------------------------------------------------------------------------------
1991 | 2,514.940| $0.073 189.160 | 2,704.100
- --------------------------------------------------------------------------------------
1992 | 2,704.100| $0.050 138.670 | 2,842.770
- --------------------------------------------------------------------------------------
1993 | 2,842.770| $0.028 81.670 | 2,924.440
- --------------------------------------------------------------------------------------
1994 | 2,924.440| $0.023 67.050 | 2,991.490
- --------------------------------------------------------------------------------------
1995 | 2,991.490| $0.039 119.880 | 3,111.370
- --------------------------------------------------------------------------------------

</TABLE>

Ending Shares 3,111.370
Ending NAV x $1.00
------------
Investment Return $3,111.37

Total Return Performance
- ------------------------
Investment Return $3,111.37
Less Initial Investment $1,000.00
------------

$2,111.37 / $1,000.00 x 10

Total Return: 211.1370%

<PAGE> 280

DELAWARE CASH RESERVE A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1979 | 1,000.000| $0.064 65.861 | 1,065.861
- ------------------------------------------------------------------------------------
1980 | 1,065.861| $0.118 132.574 | 1,198.435
- ------------------------------------------------------------------------------------
1981 | 1,000.000| $0.131 365.104 | 1,365.104
- ------------------------------------------------------------------------------------
1982 | 1,365.104| $0.152 222.637 | 1,587.741
- ------------------------------------------------------------------------------------
1983 | 1,587.741| $0.111 184.649 | 1,772.390
- ------------------------------------------------------------------------------------
1984 | 1,772,390| $0.087 159.975 | 1,932.365
- ------------------------------------------------------------------------------------
1985 | 1,932.365| $0.096 194.335 | 2,126.700
- ------------------------------------------------------------------------------------
1986 | 2,126.700| $0.075 164.599 | 2,291.299
- ------------------------------------------------------------------------------------
1987 | 2,291.299| $0.057 134.251 | 2,425.550
- ------------------------------------------------------------------------------------
1988 | 2,425.550| $0.063 157.132 | 2,582.682
- ------------------------------------------------------------------------------------
1989 | 2,582.682| $0.073 194.910 | 2,777.592
- ------------------------------------------------------------------------------------
1990 | 2,777.592| $0.082 236.397 | 3,013.989
- ------------------------------------------------------------------------------------
1991 | 3,013.989| $0.073 226.707 | 3,240.696
- ------------------------------------------------------------------------------------
1992 | 3,240.696| $0.050 166.180 | 3,406.876
- ------------------------------------------------------------------------------------
1993 | 3,406.876| $0.028 97.877 | 3,504.753
- ------------------------------------------------------------------------------------
1994 | 3,504.753| $0.023 80.367 | 3,585.120
- ------------------------------------------------------------------------------------
1995 | 3,585.120| $0.039 143.655 | 3,728.775
- ------------------------------------------------------------------------------------
</TABLE>

Ending Shares 3,728.775
Ending NAV x $1.00
------------
Investment Return $3,728.78

Total Return Performance
- ------------------------
Investment Return $3,728.78
Less Initial Investment $1,000.00
------------

$2,728.78 / $1,000.00 x 100

Total Return: 272.8775%

<PAGE> 281

DELAWARE CASH RESERVE CONSULTANT
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1995
- ------------------------------------------

Average Annual Compounded Rate of Return:

n
P(1+T) = ERV

ONE
YEAR
- ----------
1
$1000(1-T) = $1,040.07

T = 3.75%

THREE
YEARS
- ----------
3
$1000(1-T) = $1,094.48

T = 2.80%

FIVE
YEARS
- ----------
5
$1000(1-T) = $1,237.15

T = 4.09%

TEN
YEARS
- ----------
10
$1000(1-T) = $1,753.31

T = 5.57%

FIFTEEN
YEARS
- ----------
15
$1000(1-T) = $3,111.37

T = 7.72%

LIFE
OF FUND
- ----------
16.747945
$1000(1-T) = $3,728.775

T = 8.04%

<PAGE> 282

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
THREE MONTHS
- ---------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------------
1995 1000.000 $0.012 12.364 1,011.750
- ------------------------------------------------------------

Ending Shares 1011.750
Ending NAV x $1.00
---------
Investment Return $1,011.75

Total Return Performance
- ------------------------
Investment Return $1,011.75
Less Initial Investment $1,000.00
---------
$11.75 /$1,000.00 x 100

Total Return: 1.1750%

<PAGE> 283

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
SIX MONTHS
- ----------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------
1995 1000.000 $0.022 23.371 1,022.110
- ----------------------------------------------------------

Ending Shares 1022.110
Ending NAV $1.00
---------
Investment Return $1,022.11

Total Return Performance
- ------------------------
Investment Return $1,022.11
Less Initial Investment $1,000.00
---------
$22.11 /$1,000.00 x 100

Total Return: 2.2110%

<PAGE> 284

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
NINE MONTHS
- ---------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ---------------------------------------------------------------
1994 1000.000 $0.030 32.572 1,030.640
- ---------------------------------------------------------------

Ending Shares 1030.640
Ending NAV $1.00
---------
Investment Return $1,030.64

Total Return Performance
- ------------------------
Investment Return $1,030.64
Less Initial Investment $1,000.00
---------
$30.64 /$1,000.00 x 100

Total Return: 3.0640%

<PAGE> 285

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
ONE YEAR
- -----------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------------
1995 1,000.000 $0.037 37.510 1,037.510
- ------------------------------------------------------------

Ending Shares 1037.510
Ending NAV x $1.00
----------
Investment Return $1,037.51

Total Return Performance
- ------------------------
Investment Return $1,037.51
Less Initial Investment $1,000.00
----------
$37.51 / $1,000.00 x 100

Total Return: 3.7510%

<PAGE> 286

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
THREE YEARS
- ---------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
1993 1,000.000 $0.026 26.180 1,026.180
- -------------------------------------------------------
1994 1,026.180 $0.020 20.910 1,047.090
- -------------------------------------------------------
1995 1,047.090 $0.037 39.260 1,086.350
- -------------------------------------------------------

Ending Shares 1,086.350
Ending NAV x $1.00
----------
Investment Return $1,086.35

Total Return Performance
- ------------------------
Investment Return $1,086.35
Less Initial Investment $1,000.00
----------
$86.35 / $1,000.00 x 100

Total Return: 8.6350%

<PAGE> 287

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
FIVE YEARS
- -------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
1991 1,000.000 $0.070 72.550 1,072.550
- -------------------------------------------------------
1992 1,072.550 $0.048 52.210 1,124.760
- -------------------------------------------------------
1993 1,124.760 $0.026 29.450 1,154.210
- -------------------------------------------------------
1994 1,154.210 $0.020 23.520 1,177.730
- -------------------------------------------------------
1995 1,177.730 $0.037 44.140 1,221.870
- -------------------------------------------------------

Ending Shares 1221.870
Ending NAV x $1.00
-----------
Investment Return $1,221.87

- ------------------------
Investment Return $1,221.87
Less Initial Investment $1,000.00
-----------
$221.87 / $1,000.00 x 10

Total Return: 22.1870%

<PAGE> 288

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
TEN YEARS
- ----------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------
1986 1,000.000 $0.075 77.420 1,077.420
- --------------------------------------------------------
1987 1,077.420 $0.057 63.100 1,140.520
- -------------------------------------------------------
1988 1,140.520 $0.061 71.050 1,211.570
- --------------------------------------------------------
1989 1,211.570 $0.070 88.210 1,299.780
- --------------------------------------------------------
1990 1,299.780 $0.079 107.140 1,406.920
- --------------------------------------------------------
1991 1,406.920 $0.070 102.050 1,508.970
- --------------------------------------------------------
1992 1,508.970 $0.048 73.440 1,582.410
- --------------------------------------------------------
1993 1,582.410 $0.026 41.430 1,623.840
- --------------------------------------------------------
1994 1,623.840 $0.020 33.100 1,656.940
- --------------------------------------------------------
1995 1,656.940 $0.037 62.110 1,719.050
- --------------------------------------------------------

Ending Shares 1,719.050
Ending NAV x $1.00
-----------
Investment Return $1,719.05

Total Return Performance
- ------------------------
Investment Return $1,719.05
Less Initial Investment $1,000.00
-----------
$719.05 / $1,000.00 x 10

Total Return: 71.9050%

<PAGE> 289

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
FIFTEEN YEARS
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1981 | 1,000.000| $0.131 139.060 | 1,139.060
- --------------------------------------------------------------------------------------
1982 | 1,139.060| $0.152 185.790 | 1,324.850
- --------------------------------------------------------------------------------------
1983 | 1,324.850| $0.111 154.080 | 1,478.930
- --------------------------------------------------------------------------------------
1984 | 1,478.930| $0.087 133.500 | 1,612.430
- --------------------------------------------------------------------------------------
1985 | 1,612.430| $0.096 162.140 | 1,774.570
- --------------------------------------------------------------------------------------
1986 | 1,774.570| $0.075 137.360 | 1,911.930
- --------------------------------------------------------------------------------------
1987 | 1,911.930| $0.057 111.990 | 2,023.920
- --------------------------------------------------------------------------------------
1988 | 2,023.920| $0.061 126.050 | 2,149.970
- --------------------------------------------------------------------------------------
1989 | 2,149.970| $0.070 156.530 | 2,306.500
- --------------------------------------------------------------------------------------
1990 | 2,306.500| $0.079 190.120 | 2,496.620
- --------------------------------------------------------------------------------------
1991 | 2,496.620| $0.070 181.090 | 2,677.710
- --------------------------------------------------------------------------------------
1992 | 2,677.710| $0.048 130.300 | 2,808.010
- --------------------------------------------------------------------------------------
1993 | 2,808.010| $0.026 73.510 | 2,881.520
- --------------------------------------------------------------------------------------
1994 | 2,881.520| $0.020 58.750 | 2,940.270
- --------------------------------------------------------------------------------------
1995 | 2,940.270| $0.037 110.220 | 3,050.490
- --------------------------------------------------------------------------------------

Ending Shares 3,050.490
Ending NAV x $1.00
------------
Investment Return $3,050.49

Total Return Performance
- ------------------------
Investment Return $3,050.49
Less Initial Investment $1,000.00
------------
$2,050.49 / $1,000.00 x 100

Total Return: 205.05%

</TABLE>

<PAGE> 290

DELAWARE CASH RESERVE CONSULTANT
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1979 | 1000.000 | $0.064 65.861 | 1,065.861
- ----------------------------------------------------------------------------------------------------
1980 | 1065.861 | $0.118 132.574 | 1,198.435
- ----------------------------------------------------------------------------------------------------
1981 | 1000.000 | $0.131 365.104 | 1,365.104
- ----------------------------------------------------------------------------------------------------
1982 | 1365.104 | $0.152 222.637 | 1,587.741
- ----------------------------------------------------------------------------------------------------
1983 | 1587.741 | $0.111 184.649 | 1,772.390
- ----------------------------------------------------------------------------------------------------
1984 | 1772.390 | $0.087 159.975 | 1,932.365
- ----------------------------------------------------------------------------------------------------
1985 | 1932.365 | $0.096 194.335 | 2,126.700
- ----------------------------------------------------------------------------------------------------
1986 | 2126.700 | $0.075 164.599 | 2,291.299
- ----------------------------------------------------------------------------------------------------
1987 | 2291.299 | $0.057 134.251 | 2,425.550
- ----------------------------------------------------------------------------------------------------
1988 | 2425.550 | $0.061 151.074 | 2,576.624
- ----------------------------------------------------------------------------------------------------
1989 | 2576.624 | $0.070 187.593 | 2,764.217
- ----------------------------------------------------------------------------------------------------
1990 | 2764.217 | $0.079 227.850 | 2,992.067
- ----------------------------------------------------------------------------------------------------
1991 | 2992.067 | $0.070 217.027 | 3,209.094
- ----------------------------------------------------------------------------------------------------
1992 | 3209.094 | $0.048 156.157 | 3,365.251
- ----------------------------------------------------------------------------------------------------
1993 | 3365.251 | $0.026 88.074 | 3,453.325
- ----------------------------------------------------------------------------------------------------
1994 | 3453.325 | $0.020 70.383 | 3,523.708
- ----------------------------------------------------------------------------------------------------
1995 | 3523.708 | $0.037 132.075 | 3,655.783
- ----------------------------------------------------------------------------------------------------

Ending Shares 3655.783
Ending NAV x $1.00
--------------
Investment Return $3,655.78

Total Return Performance
- ------------------------
Investment Return $3,655.78
Less Initial Investment $1,000.00
--------------
$2,655.78 / $1,000.00 x 10

Total Return: 265.58%

</TABLE>

<PAGE> 291

DELAWARE CASH RESERVE B
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1995 (INCLUDING CDSC)
- ---------------------------------------------------

Average Annual Compounded Rate of Return:

n
P(1 + T) = ERV

LIFE
OF FUND
- ---------
0.9150685
$1000(1 - T) = $988.29

T = -1.28%

<PAGE> 292

DELAWARE CASH RESERVE B
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- -----------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Ending Shares 1009.880
Ending NAV $1.00
-----------

Investment Return $1,009.88
Less CDSC $40.00
-----------
$969.88

Total Return Performance
- ------------------------
Investment Return $969.88
Less Initial Investment $1,000.00
-----------
($30.12) / $1,000.00 x 10

Total Return: -3.0120%

<PAGE> 293
DELAWARE CASH RESERVE B
TOTAL RETURN PERFORMANCE
SIX MONTHS (INCLUDING CDSC)
- -----------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------------
1995 1000.000 $0.018 23.371 1,018.305
- ------------------------------------------------------------

Ending Shares 1018.305
Ending NAV $1.00
-----------
Investment Return $1,018.31
Less CDSC $40.00
-----------
$978.31

Total Return Performance
- ------------------------
Investment Return $978.31
Less Initial Investment $1,000.00
-----------
($21.69)/$1,000.00 x 10

Total Return: -2.1695%

<PAGE> 294

DELAWARE CASH RESERVE B
TOTAL RETURN PERFORMANCE
NINE MONTHS (INCLUDING CDSC)
- ------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------------------------
1995 1000.000 $0.025 32.572 1,024.890
- ------------------------------------------------------------------------

Ending Shares 1024.890
Ending NAV $1.00
---------
Investment Return $1,024.89
Less CDSC $40.00
---------
$984.89

Total Return Performance
- ------------------------
Investment Return $984.89
Less Initial Investment $1,000.00
---------
($15.11)/$1,000.00 x 100

Total Return: -1.5110%

<PAGE> 295

DELAWARE CASH RESERVE B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- ------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------
1995 1000.000 $0.028 28.289 1,028.289
- -------------------------------------------------------

Ending Shares 1028.289
Ending NAV $1.00
----------
Investment Return $1,028.29
Less CDSC $40.00
----------
$988.29

Total Return Performance
- ------------------------
Investment Return $988.29
Less Initial Investment $1,000.00
----------
($11.71)/ $1,000.00 x 1

Total Return: -1.1711%

<PAGE> 296

DELAWARE CASH RESERVE B
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1995 (EXCLUDING CDSC)
- ---------------------------------------------------

Average Annual Compounded Rate of Return:

n
P(1+T) = ERV

LIFE
OF FUND
- ---------
0.915068
$1000(1-T) = $1,028.29

T = 3.10%

<PAGE> 297

DELAWARE CASH RESERVE B
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- ------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Ending Shares 1009.880
Ending NAV $1.00
---------
Investment Return $1,009.88

Total Return Performance
- ------------------------
Investment Return $1,009.88
Less Initial Investment $1,000.00
---------
$9.88 / $1,000.00 x 1

Total Return: 0.9880%

<PAGE> 298

DELAWARE CASH RESERVE B
TOTAL RETURN PERFORMANCE
SIX MONTHS (EXCLUDING CDSC)
- ------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------------
1995 1000.000 $0.018 23.371 1,018.305
- -------------------------------------------------------------

Ending Shares 1018.305
Ending NAV $1.00
-----------
Investment Return $1,018.31

Total Return Performance
- ------------------------
Investment Return $1,018.31
Less Initial Investment $1,000.00
-----------
$18.31 /$1,000.00 x 1

Total Return: 1.8305%

<PAGE> 299

DELAWARE CASH RESERVE B
TOTAL RETURN PERFORMANCE
NINE MONTHS (EXCLUDING CDSC)
- ------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Ending Shares 1024.890
Ending NAV $1.00
---------
Investment Return $1,024.89

Total Return Performance
- ------------------------
Investment Return $1,024.89
Less Initial Investment $1,000.00
---------
$24.89 / $1,000.00 x 1

Total Return: 2.4890%

<PAGE> 300

DELAWARE CASH RESERVE B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- ------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $1.00
Initial Shares 1000.000

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------
1995 1000.000 $0.028 28.289 1,028.289
- ------------------------------------------------------

Ending Shares 1028.289
Ending NAV x $1.00
----------
Investment Return $1,028.29

Total Return Performance
- ------------------------
Investment Return $1,028.29
Less Initial Investment $1,000.00
----------
$28.29 / $1,000.00 x 1

Total Return: 2.8289%

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 613,961,508
<INVESTMENTS-AT-VALUE> 613,961,508
<RECEIVABLES> 10,928,610
<ASSETS-OTHER> 2,180,350
<OTHER-ITEMS-ASSETS> 18,448
<TOTAL-ASSETS> 627,088,916
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,621,910
<TOTAL-LIABILITIES> 1,621,910
<SENIOR-EQUITY> 625,467
<PAID-IN-CAPITAL-COMMON> 624,841,539
<SHARES-COMMON-STOCK> 605,992,700
<SHARES-COMMON-PRIOR> 699,111,718
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 605,992,700
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 33,914,923
<OTHER-INCOME> 0
<EXPENSES-NET> 7,029,193
<NET-INVESTMENT-INCOME> 26,885,730
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 26,885,730
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 26,037,518
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 915,796,166
<NUMBER-OF-SHARES-REDEEMED> 1,033,935,245
<SHARES-REINVESTED> 25,020,061
<NET-CHANGE-IN-ASSETS> (96,206,067)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,354,935
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,029,193
<AVERAGE-NET-ASSETS> 666,588,489
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .039
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .039
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 613,961,508
<INVESTMENTS-AT-VALUE> 613,961,508
<RECEIVABLES> 10,928,610
<ASSETS-OTHER> 2,180,350
<OTHER-ITEMS-ASSETS> 18,448
<TOTAL-ASSETS> 627,088,916
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,621,910
<TOTAL-LIABILITIES> 1,621,910
<SENIOR-EQUITY> 625,467
<PAID-IN-CAPITAL-COMMON> 624,841,539
<SHARES-COMMON-STOCK> 1,088,011
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,088,011
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 33,914,923
<OTHER-INCOME> 0
<EXPENSES-NET> 7,029,193
<NET-INVESTMENT-INCOME> 26,885,730
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 26,885,730
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 28,585
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,007,137
<NUMBER-OF-SHARES-REDEEMED> 4,945,236
<SHARES-REINVESTED> 26,110
<NET-CHANGE-IN-ASSETS> (96,206,067)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,354,935
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,029,193
<AVERAGE-NET-ASSETS> 896,910
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .028
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .028
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 2.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 613,961,508
<INVESTMENTS-AT-VALUE> 613,961,508
<RECEIVABLES> 10,928,610
<ASSETS-OTHER> 2,180,350
<OTHER-ITEMS-ASSETS> 18,448
<TOTAL-ASSETS> 627,088,916
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,621,910
<TOTAL-LIABILITIES> 1,621,910
<SENIOR-EQUITY> 625,467
<PAID-IN-CAPITAL-COMMON> 624,841,539
<SHARES-COMMON-STOCK> 18,386,295
<SHARES-COMMON-PRIOR> 22,561,355
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 18,386,295
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 33,914,923
<OTHER-INCOME> 0
<EXPENSES-NET> 7,029,193
<NET-INVESTMENT-INCOME> 26,885,730
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 26,885,730
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 819,627
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 122,026,623
<NUMBER-OF-SHARES-REDEEMED> 126,978,425
<SHARES-REINVESTED> 776,742
<NET-CHANGE-IN-ASSETS> (96,206,067)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,354,935
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,029,193
<AVERAGE-NET-ASSETS> 22,466,668
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .037
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .037
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.26
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE> 304
POWER OF ATTORNEY

Each of the undersigned, a member of the Board of Directors of DELAWARE
GROUP CASH RESERVE, INC., hereby constitutes and appoints Wayne A. Stork, W.
Thacher Longstreth and Walter P. Babich and any one of them acting singly, his
true and lawful attorneys-in-fact, in his name, place, and stead, to execute and
cause to be filed with the Securities and Exchange Commission and other federal
or state government agency or body, such registration statements, and any and
all amendments thereto as either of such designees may deem to be appropriate
under the Securities Act of 1933, as amended, the Investment Company Act of
1940, as amended, and all other applicable federal and state securities laws.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 20th day of April, 1995.

/s/ Walter P. Babich /s/ W. Thacher Longstreth
- ------------------------- ------------------------------
Walter P. Babich W. Thacher Longstreth

/s/ Anthony D. Knerr /s/ Charles E. Peck
- ------------------------- ------------------------------
Anthony D. Knerr Charles E. Peck

/s/ Ann R. Leven /s/ Wayne A. Stork
- ------------------------- -------------------------------
Ann R. Leven Wayne A. Stork