DELAWARE GROUP CASH RESERVE INC, 485BPOS, 1997-05-29

DELAWARE GROUP CASH RESERVE INC
485BPOS, 1997-05-29

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ---- [ ]

Post-Effective Amendment No. 41 [X]
----
AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 41
----

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

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

Registrant's Telephone Number, including Area Code: (215) 255-2923
--------------

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

Approximate Date of Public Offering: May 30, 1997

------------
It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
-----
X on May 30, 1997 pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a)(1)
-----
on (date) pursuant to paragraph (a)(1)
-----
75 days after filing pursuant to paragraph (a)(2)
-----
on (date) pursuant to paragraph (a)(2) of Rule 485
-----

Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's 24f-2 Notice
for its most recent fiscal year was filed on May 28, 1997.

<PAGE>

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

This Post-Effective Amendment No. 41 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>
<TABLE>
<CAPTION>
CROSS-REFERENCE SHEET*

PART A
Location in
Item No. Description Prospectuses

B Class/ Consultant
A Class C Class Class
<S> <C> <C> <C> <C>
1 Cover Page................................ Cover Cover Cover

2 Synopsis.................................. Synopsis; Synopsis; Synopsis;
Summary of Summary of Summary of
Expenses Expenses Expenses

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

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

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

6 Capital Stock and Other Securities ....... The Delaware The Delaware The Delaware
Difference; Difference; Difference;
Dividends Dividends Dividends
and and and
Distributions; Distributions; Distributions;
Taxes; Taxes; Taxes;
Shares Shares Shares
</TABLE>

CROSS-REFERENCE SHEET*

PART A
(Continued)
Location in
Item No. Description Prospectuses

B Class/ Consultant
A Class C Class Class
<S> <C> <C> <C> <C>
7 Purchase of Securities Being Offered...... Cover; Cover; Cover;
Buying How to Buy Buying
Shares; Shares; Shares;
Net Asset Net Asset Net Asset
Value Per Value Per Value Per
Share; Share; Share;
Management Management Management
of the Fund of the Fund of the Fund

8 Redemption or Repurchase.................. Buying How to Buy Buying
Shares; Shares; Shares;
Redemption Redemption Redemption
and and and
Exchange Exchange Exchange

9 Legal Proceedings......................... None None None
</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET

PART B
Location in Statement
Item No. Description of Additional Information
-------------------------
<S> <C> <C>
10 Cover Page...................................................... Cover

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

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

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

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

15 Control Persons and Principal Holders of Securities............. Officers and Directors

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

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

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

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

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

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

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

23 Financial Statements....................................... Financial Statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET

PART C
Location in
Item No. Description Part C
-----------
<S> <C> <C>
24 Financial Statements and Exhibits........................ Item 24

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

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

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

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

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

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

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

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

DELAWARE CASH RESERVE PROSPECTUS
A CLASS SHARES MAY 30, 1997

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

1818 Market Street, Philadelphia, PA 19103

For Prospectus and Performance: Nationwide 800-523-4640

Information on Existing Accounts: Nationwide 800-523-1918

Representatives of Financial Institutions: Nationwide 800-659-2265

This Prospectus describes shares of Delaware Cash Reserve A Class
("Class A Shares") of Delaware Group Cash Reserve, Inc. (the "Fund"), a
professionally-managed mutual fund. The Fund's objective is to seek maximum
current income while preserving principal and maintaining liquidity. The Fund is
a money market fund and intends to achieve its objective by investing its assets
in a diversified portfolio of money market instruments.

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. While the Fund will make every effort to maintain a stable
net asset value of $1.00 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.

This Prospectus relates only to Class A Shares and sets forth
information that you should read and consider before you invest. Please retain
it for future reference. The Fund's Statement of Additional Information ("Part
B" of the Fund's registration statement), dated May 30, 1997, 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 Delaware Cash Reserve Consultant Class
("Consultant Class Shares"), Delaware Cash Reserve B Class ("Class B Shares")
and Delaware Cash Reserve C Class ("Class C Shares"). Shares of those classes
may be subject to sales charges and other expenses, which may affect their
performance. A prospectus for Consultant Class Shares and a prospectus for
Class B Shares and Class C Shares can be obtained by writing to Delaware
Distributors, L.P. at the above address or by calling the above number.

-1-

<PAGE>

TABLE OF CONTENTS

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

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

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

-2-

<PAGE>

SYNOPSIS

Investment Objective
The investment 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. For further details, see Investment Objective and
Policy.

Investment Manager, Distributor and Service Agent
Delaware Management Company, Inc. (the "Manager") furnishes
investment management services to the Fund, subject to the supervision and
direction of the Fund's Board of Directors. The Manager also provides investment
management services to certain of 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, accounting services and transfer agent for the Fund and for
all of the other mutual funds in the Delaware Group. See Summary of Expenses
and Management of the Fund for further information regarding the Manager and the
fees payable under the Fund's Investment Management Agreement.

Purchase Price
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
Generally, the minimum initial investment for Class A Shares is
$1,000. Subsequent investments generally must be at least $100. The minimum
purchase amounts for retirement plans may vary. See Buying Shares.

Redemption and Exchange
Class A Shares of the Fund may be redeemed or exchanged at the net
asset value next calculated after receipt of the redemption or exchange request.
See Redemption and Exchange.

Open-End Investment Company
The Fund was created in 1977, organized as a Pennsylvania business
trust in 1983 and reorganized as a Maryland corporation in 1990. It is an
open-end management investment company, and its portfolio of assets is
diversified as defined by the Investment Company Act of 1940 (the "1940 Act")
and Rule 2a-7 under the 1940 Act. See Shares under Management of the Fund.

-3-

<PAGE>

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....................................................... None

Other Operating Expenses......................................... 0.39%
-------

Total Operating Expenses.................................... 0.88%
=====

*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.

Unless waived, investors utilizing the Delaware Group Asset Planner
asset allocation service will incur an annual maintenance fee of $35 per
Strategy. Investors who utilize the Asset Planner for an Individual Retirement
Account ("IRA") will pay an annual IRA fee of $15 per Social Security number.
See Buying Shares--Delaware Group Asset Planner.

For expense information about Consultant Class Shares, Class B Shares
and Class C Shares, see the separate prospectuses relating to 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
------ ------- ------- --------
$9 $28 $49 $108
== === === ====

-4-

<PAGE>

The purpose of the above tables is to assist the investor in
understanding the various costs and expenses that an investor in Class A Shares
will bear directly or indirectly.

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.

-5-

<PAGE>

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

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. Further information about the Fund's performance is contained in
its Annual Report to shareholders. 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.
- --------------------------------------------------------------------------------

-6-

<PAGE>

Year Ended
3/31/97 3/31/96 3/31/95 3/31/94 3/31/93
<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.......................................... 0.0452 0.0490 0.0394 0.0227 0.0283

Total From Investment Operations.......................... 0.0452 0.0490 0.0394 0.0227 0.0283
------ ------ ------ ------ ------

Less Distributions
Dividends (from net investment income).........................(0.0452) (0.0490) (0.0394) (0.0227) (0.0283)
------ ------ ------ ------ ------

Total Distributions.......................................(0.0452) (0.0490) (0.0394) (0.0227) (0.0283)
------ ------ ------ ------ ------

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

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

Total Return................................................... 4.61% 5.01% 4.01% 2.28% 2.87%

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

Ratios/Supplemental Data

Net Assets, End of Period (000's omitted).....................$594,877 $585,485 $605,993 $699,112 $672,034

Ratio of Expenses to Average Daily Net Assets.................. 0.88% 0.95% 1.01% 1.00% 0.90%

Ratio of Net Investment Income to
Average Daily Net Assets.................................. 4.52% 4.90% 3.91% 2.27% 2.88%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Year Ended
3/31/92 3/31/91 3/29/90 3/30/89 3/31/88
<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.......................................... 0.0501 0.0727 0.0820 0.0730 0.0629

Total From Investment Operations.......................... 0.0501 0.0727 0.0820 0.0730 0.0629
------ ------ ------ ------ ------

Less Distributions
Dividends (from net investment income).........................(0.0501) (0.0727) (0.0820) (0.0730) (0.0629)
-------- -------- -------- -------- --------

Total Distributions.......................................(0.0501) (0.0727) (0.0820) (0.0730) (0.0629)
-------- -------- -------- -------- --------

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

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

Total Return................................................... 5.13% 7.52% 8.51% 7.55% 6.48%

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

Ratios/Supplemental Data

Net Assets, End of Period (000's omitted)..................... $911,548 $1,042,489 $1,087,547 $1,073,044 $986,408

Ratio of Expenses to Average Daily Net Assets.................. 0.81% 0.78% 0.82% 0.90% 0.88%

Ratio of Net Investment Income to
Average Daily Net Assets.................................. 5.04% 7.24% 8.20% 7.32% 6.29%

</TABLE>

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

<PAGE>

INVESTMENT OBJECTIVE AND POLICY

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

SUITABILITY
The Fund is 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 Standard
& Poor's Ratings Group ("S&P") and P-2 or better by Moody's Investors Service,
Inc. ("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.

-7-

<PAGE>

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 involve other risks, including the risk
that security interests cannot be adequately or in many cases, ever,
established. In addition, with respect to credit card 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. For further discussion concerning the risks of
investing in such asset-backed securities, see Part B.

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

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

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

-8-

<PAGE>

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.

-9-

<PAGE>

THE DELAWARE DIFFERENCE

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

SHAREHOLDER PHONE DIRECTORY

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

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

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

Performance Information
You can call the Investor Information Center at any time for current
yield information. Yield 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 Delaware Group's Shareholder
Service Center. Our representatives can answer any questions about your
account, various service features, the Fund and other funds in the Delaware
Group.

Delaphone Service
Delaphone is an account inquiry service for investors with Touch-Tone(R)
phone service. It enables you to get information on your account faster than the
mailed statements and confirmations. Delaphone also provides current performance
information on the Fund, as well as other funds in the Delaware Group. Delaphone
is available seven days a week, 24 hours a day.

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

Duplicate Confirmations
If your financial adviser or investment dealer is noted on your
investment application, the Fund will send a duplicate confirmation to him or
her. This makes it easier for your adviser to help you manage your investments.

-10-

<PAGE>

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

For more information, see Dividend Reinvestment Plan under Buying Shares
- - Additional Methods of Adding to Your Investment or call the Shareholder
Service Center.

MoneyLine Direct Deposit Service
If you elect to have your dividends and distributions paid in cash and
such dividends and distributions are in an amount of $25 or more, you may choose
the MoneyLine Direct Deposit Service and have such payments transferred from
your Fund account to your pre-designated bank account. See Dividends and
Distributions. In addition, you may elect to have your Systematic Withdrawal
Plan payments transferred from your Fund account to your predesignated bank
account through this service. See Systematic Withdrawal Plans under Redemption
and Exchange. Your funds will normally be credited to your bank account two
business days after the payment date. There are no fees for this service. You
can initiate the MoneyLine Direct Deposit Service by completing an Authorization
Agreement. If your name and address are not identical to the name and address on
your Fund account, you must have your signature guaranteed. The MoneyLine Direct
Deposit Service is not available for certain retirement plans.

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. For
additional information on exchanges, see Investing by Exchange under Buying
Shares, and Redemption and Exchange.

Wealth Builder Option
You may elect to invest in the Fund through regular liquidations of
shares in your accounts 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 Fund shares. See Additional Methods of
Adding to Your Investment - Wealth Builder Option and Investing by Exchange
under Buying Shares, and Redemption and Exchange.

Delaware Group Asset Planner
Delaware Group Asset Planner is an asset allocation service that gives
you, when working with a professional financial adviser, the ability to more
easily design and maintain investments in a diversified selection of Delaware
Group mutual funds. The Asset Planner service offers a choice of four
predesigned allocation strategies (each with a different risk/reward profile)
made up of separate investments in predetermined percentages of Delaware Group
funds. With the guidance of a financial adviser, you may also tailor an
allocation strategy that meets your personal needs and goals. See Buying
Shares.

-11-

<PAGE>

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.

-12-

<PAGE>

RETIREMENT PLANNING

Class A Shares are suitable for tax-deferred retirement plans.
Retirement plans may be subject to plan establishment fees, annual maintenance
fees and/or other administrative or trustee fees. Fees are based upon the number
of participants in the plan as well as the services selected. Additional
information about fees is included in retirement plan materials. Fees are quoted
upon request.

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. 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.

Salary Reduction Simplified Employee Pension Plan ("SAR/SEP")
Although new SAR/SEP plans may not be established after December 31,
1996, existing plans may be maintained by employers having 25 or fewer
employees. An employer may elect to make additional contributions to such
existing plans.

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.

SIMPLE IRA
A SIMPLE IRA combines many of the features of an IRA and a 401(k) Plan
but is easier to administer than a typical 401(k) Plan. It requires employers to
make contributions on behalf of their employees and also has a salary deferral
feature that permits employees to defer a portion of their salary into the plan
on a pre-tax basis.

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<PAGE>

SIMPLE 401(k)
A SIMPLE 401(k) is like a regular 401(k) except that plan sponsors are
limited to 100 employees and, in exchange for mandatory plan sponsor
contributions, discrimination testing is no longer required.

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<PAGE>

BUYING SHARES

Purchase Amounts
Generally, the minimum initial purchase is $1,000 for Class A Shares.
Subsequent purchases generally must be $100 or more. For purchases under the
Uniform Gifts to Minors Act or Uniform Transfers to Minors Act or through an
Automatic Investing Plan, there is a minimum initial purchase of $250 and a
minimum subsequent purchase of $25. Minimum purchase requirements do not apply
to retirement plans other than IRAs for which there is a minimum initial
purchase of $250, and a minimum subsequent purchase of $25, regardless of which
class is selected. All purchases are at net asset value. There is no front-end
or contingent deferred sales charge.

Investing through Your Investment Dealer
You can make a purchase of shares of the Fund 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,
the Delaware Group can refer you to one.

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

2. Subsequent Purchases--Additional purchases may be made at any time by mailing
a check payable to Delaware Cash Reserve 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. Use of this investment
slip can help expedite processing of your check when making additional
purchases. Your investment may be delayed if you send additional purchases by
certified mail.

Investing by Wire
You may purchase shares by requesting your bank to transmit funds by
wire to CoreStates Bank, N.A., ABA #031000011, account number 1412893401
(include your name(s) and account number for the Class).

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

2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to CoreStates Bank, N.A., as described above. You should advise the
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.

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<PAGE>

Investing by Exchange
If you have an investment in another mutual fund in the Delaware Group,
you may write and authorize an exchange of part or all of your investment into
shares of the Fund. Class B Shares and Class C Shares of the Fund and Class B
Shares and Class C Shares of any other fund in the Delaware Group which offers
such classes of shares may not be exchanged into Class A Shares. If you wish
to open an account by exchange, call the Shareholder Service Center for more
information. All exchanges are subject to the eligibility and minimum purchase
requirements set forth in each fund's prospectus. See Redemption and Exchange
for more complete information concerning your exchange privileges.

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

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

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

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

* * *

Should investments through an automatic investing plan or by direct
deposit 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 account, you are obligated to reimburse the Fund.

3. Wealth Builder Option
You can use our Wealth Builder Option to invest in the Fund through
regular liquidations of shares in your accounts in other funds in the Delaware
Group. You may also elect to invest in other mutual funds in the Delaware
Group through the Wealth Builder Option through regular liquidations of shares
in your Fund account.

Under this automatic exchange program, you can authorize regular monthly
amounts (minimum of $100 per fund) to be liquidated from your account in one
or more funds in the Delaware Group and invested automatically into any other
Delaware Group account that you may specify. If in connection with the election
of Wealth Builder Option, you wish to open a new account to receive the
automatic investment, such new account must meet the minimum initial purchase
requirements described in the prospectus of the fund that you select. All
investments under this option are exchanges and are therefore subject to the
same conditions and limitations as other exchanges noted above. You can
terminate your participation in Wealth

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<PAGE>

Builder at any time by giving written notice to the fund from which the
exchanges are made. See Redemption and Exchange.

4. Dividend Reinvestment Plan
You can elect to have your distributions (dividend income or other
distributions) paid to you by check or reinvested in your account without a
sales charge or you may be permitted to reinvest your distributions in certain
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 Class B Shares or Class C
Shares of the Fund or any other Class B Shares or Class C Shares of the funds in
the Delaware Group of funds which offer such a class of shares. For more
information about reinvestments in shares of other funds in the Delaware Group,
call the Shareholder Service Center.

Distributions and/or dividends for participants in the following
retirement plans are automatically reinvested into the same Delaware Group fund:
SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k), Profit Sharing and Money Purchase
Pension Plans, 401(k) Defined Contribution Plans, or 403(b)(7) or 457 Deferred
Compensation Plans.

Delaware Group Asset Planner
To invest in Delaware Group funds using the Delaware Group Asset Planner
asset allocation service, you should complete a Delaware Group Asset Planner
Account Registration Form, which is available only from a financial adviser or
investment dealer. As previously described, the Delaware Group Asset Planner
service offers a choice of four predesigned asset allocation strategies (each
with a different risk/reward profile) in predetermined percentages in Delaware
Group funds. Or, with the help of a financial adviser, you may design a
customized asset allocation strategy.

The sales charge on an investment through the Asset Planner service is
determined by the individual sales charges of the underlying funds and their
percentage allocation in the selected Strategy. Exchanges from existing Delaware
Group accounts into the Asset Planner service may be made at net asset value
under the circumstances described under Investing by Exchange above and in each
fund's prospectus. The minimum initial investment per Strategy is $2,000;
subsequent investments must be at least $100. Individual fund minimums do not
apply to investments made using the Asset Planner service. Class A, Class B,
Class C and Consultant Class Shares are available through the Asset Planner
service. Generally, only shares within the same class may be used within the
same Strategy. For purposes of the Delaware Group Asset Planner service,
Consultant Class Shares may be used in the same strategy with Class A Shares.

An annual maintenance fee, currently $35 per Strategy, is due typically
at the time of initial investment and by September 30 of each subsequent year.
The fee, payable to Delaware Service Company, Inc. to defray extra costs
associated with administering the Asset Planner service, will be deducted
automatically from one of the funds within your Asset Planner account if not
paid by September 30. However, effective November 1, 1996, the annual fee is
waived until further notice. Investors who utilize the Asset Planner for an IRA
will continue to pay an annual IRA fee of $15 per Social Security number. See
Part B.

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<PAGE>

Investors will receive a customized quarterly Strategy Report
summarizing all Delaware Group Asset Planner investment performance and account
activity during the prior period. Confirmation statements will be sent following
all transactions other than those involving a reinvestment of distributions.

Certain shareholder services are not available to investors using the
Asset Planner service, due to its special design. These include Delaphone,
Checkwriting, Wealth Builder Option and Letter of Intention. Systematic
Withdrawal Plans are available after the account has been open for two years.

Purchase Price and Effective Date
The offering price (net asset value) of 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 the Exchange is open.

Investments by Federal Funds wire will be effective upon receipt. If the
wire is received after the time the offering price of shares is determined, as
noted above, it will be effective the next business day. If the investment is
made by check, the check must be converted to Federal Funds before your purchase
can be effective (normally one business day after receipt).

Your purchase begins earning dividends the next business day after
becoming effective. See Dividends and Distributions for additional information.

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

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

The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under $1,000 as a result of
redemptions. An investor making the minimum initial investment may be subject to
involuntary redemption if he or she redeems any portion of his or her account.

Consultant Class Shares, Class B Shares and Class C Shares
In addition to offering Class A Shares, the Fund also offers
Consultant Class Shares, Class B Shares and Class C Shares, which are described
in separate prospectuses. Consultant Class Shares, Class B Shares and Class C
Shares are available for sale through brokers, financial institutions and other
entities which have a

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<PAGE>

dealer agreement with the Fund's Distributor or a service agreement with the
Fund. 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 0.30% 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. Class B Shares and Class C Shares have no
front-end sales charge, are subject to annual 12b-1 expenses equal to a maximum
of 1% (0.25% of which are service fees paid to the Distributor, dealers and
others) and are subject to a contingent deferred sales charge upon redemption.
To obtain a prospectus which describes Consultant Class Shares, Class B Shares
or Class C Shares, contact the Distributor by calling the phone number listed on
the back cover of this Prospectus.

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<PAGE>

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 of shares constitute taxable events. See Taxes. All exchanges are
subject to the eligibility and minimum purchase requirements set forth in each
fund's prospectus. Any applicable front-end sales charge will apply to exchanges
from this Fund, and any other money market fund, to other funds, except for
exchanges involving assets that were previously invested in a fund with a
front-end sales charge and/or resulted from the reinvestment of dividends. Class
A Shares may not be exchanged for Class B Shares or Class C Shares. Shares
acquired in an exchange must be registered in the state where the acquiring
shareholder resides. You may want to consult your financial adviser or
investment dealer to discuss which funds in the Delaware Group will best meet
your changing objectives and the consequence of any exchange transaction. You
may also call the Delaware Group directly for fund information.

Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after the Fund receives your request in good order.
For example, redemption or exchange requests received in good order after the
time the offering price of shares is determined will be processed on the next
business day. See Purchase Price and Effective Date under Buying Shares.
Redemption proceeds will be distributed promptly, as described below, but not
later than seven days after a receipt of a redemption request.

Except as 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. For exchange
requests, you must also provide the name of the fund you want to receive the
proceeds. Exchange instructions and redemption requests must be signed by the
record owner(s) exactly as the shares are registered. You may request a
redemption or an exchange by calling the Shareholder Service Center at
800-523-1918. The Fund issues certificates for shares only if you submit a
specific request. Any certificates that have been issued for shares you wish to
redeem or exchange must accompany your order. The Fund may suspend, terminate or
amend the terms of the exchange privilege upon 60 days' written notice to
shareholders.

The Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. The Fund will honor redemption requests as to shares for which a check
was tendered as payment, but the Fund will not mail or wire the proceeds until
it is reasonably satisfied that the purchase check has cleared, which may take
up to 15 days from the purchase date. 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.

Various 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.

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<PAGE>

All authorizations given by shareholders, including selection of any of
the features described below, shall continue in effect until such time as a
written revocation or modification has been received by the Fund or its agent.

Class A Shares of Delaware Group funds that carry a front-end sales
charge will be subject to a limited 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 Class A Shares of the Fund without the imposition of the Limited
CDSC at the time of the exchange. However, upon subsequent redemption from
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 Class
A Shares. Shareholders will be given credit for the period during which 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.

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 canceled.

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 after receipt of your
redemption request. If your shares are in certificate form, the

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<PAGE>

certificate must accompany your request and also be in good order. Certificates
are issued for shares only if a shareholder submits a specific request.

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, 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 may redeem or
exchange only by written request and you must return your certificates.

The Telephone Redemption--Check to Your Address of Record service and
the Telephone Exchange service, both of which are described below, are
automatically provided unless you notify the Fund in writing that you do not
wish to have such services available with respect to your account. The Fund
reserves the right to modify, terminate or suspend these procedures upon 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 its 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, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

Telephone Redemption--Check to Your Address of Record
The Telephone Redemption feature is a quick and easy method to redeem
shares. You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be
payable to the shareholder(s) of record. Payment is normally mailed the next
business day after receipt of the redemption 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, you must complete an Authorization Form and have 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 after receipt of your redemption request to your predesignated bank
account. There are no separate fees for this redemption method, but the mail
time may delay getting funds into your bank account. Simply call the Shareholder
Service Center prior to the time the offering price of shares is determined, as
noted above.

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<PAGE>

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 other funds in the Delaware Group under the same registration, subject
to the same conditions and limitations as other exchanges noted above. As with
the written exchange service, telephone exchanges are subject to the
requirements of each fund, as described above. Telephone exchanges may be
subject to limitations as to amounts or frequency.

Systematic Withdrawal 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 MoneyLine Direct Deposit
Service. Your funds will normally be credited to your bank account two
business days after the payment date. There are no separate fees for this
redemption method. See MoneyLine Direct Deposit Service under The Delaware
Difference for more information about this service.

2. Retirement Plans
For shareholders eligible under the applicable Retirement Plan to
receive benefits in periodic payments, the 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 Direct Deposit Service described above is not
available for certain retirement plans.

For more information on Systematic Withdrawal Plans, call the
Shareholder Service Center.

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<PAGE>

DIVIDENDS AND DISTRIBUTIONS

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.

Purchases of shares by wire begin earning dividends when converted into
Federal Funds and become available for investment, normally the next business
day after receipt. However, if the Fund is given prior notice of a Federal Funds
wire and an acceptable written guarantee of timely receipt from an investor
satisfying the Fund's credit policies, the purchase will start earning dividends
on the date the wire is received. Purchases by check earn dividends upon
conversion to Federal Funds, normally one business day after receipt.

The Fund 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.

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 Class A Shares will be higher than the per share dividends
and distributions on Consultant Class Shares, Class B Shares and Class C
Shares, as Class A Shares will not incur the expenses under the 12b-1 Plans
for Consultant Class Shares, Class B Shares and Class C Shares. See
Consultant Class Shares, Class B Shares and Class C Shares under Buying Shares.
For the seven-day period ended March 31, 1997, the annualized current yield of
Class A Shares was 4.69% and the compounded effective yield was 4.80%.

Short-term capital gains distributions may be paid with the daily
dividend; otherwise, they will be distributed annually during the first quarter
following the close of the fiscal year.

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 United States Post Office
or which remains uncashed for a period of more than one year may be reinvested
in your 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 choose the MoneyLine Direct Deposit Service and have
such payments transferred from your Fund account to your predesignated bank
account. This service is not available for certain retirement plans. See
MoneyLine Direct Deposit Service under The Delaware Difference for more
information about this service.

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TAXES

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

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 those investors who are
subject to income taxes 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.

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 declared.

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
the Fund and any other fund in the Delaware Group. 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.

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

Each year, the Fund will mail to you information on the tax status of
the 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 Investment Application your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.

-25-

<PAGE>

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 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 the Exchange is open.

The NAV per share is computed by adding the value of all securities and
other assets in the portfolio, deducting any liabilities (expenses and fees are
accrued daily) and dividing by the number of shares outstanding.

The Fund's total net assets are determined by valuing the portfolio
securities at amortized cost. Under the direction of the Board of Directors,
certain procedures have been adopted to monitor the value of the Fund's
securities and stabilize the net asset value per share at $1.00. Prior to
January 1, 1991, the portfolio of the Fund was managed to maintain a constant
$10.00 per share value. The Fund reduced the net asset value per share from
$10.00 to $1.00 by effecting a ten-to-one stock split for shareholders of record
on that date.

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 Consultant Class Shares, Class B Shares and Class C 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 each class is expected to be equivalent.

See Part B for additional information.

-26-

<PAGE>

MANAGEMENT OF THE FUND

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

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

The Manager and its predecessors have been managing the funds in the
Delaware Group since 1938. On March 31, 1997, the Manager and its affiliates
within the Delaware Group, including Delaware International Advisers Ltd., were
managing in the aggregate more than $32 billion in assets in the various
institutional or separately managed (approximately $20,369,747,000) and
investment company (approximately $11,843,719,000) accounts.

The Manager is an indirect, wholly owned subsidiary of Delaware
Management Holdings, Inc. ("DMH"). On April 3, 1995, a merger between DMH and a
wholly owned subsidiary of Lincoln National Corporation ("Lincoln National") was
completed. DMH and the Manager are now indirect, wholly owned subsidiaries, and
subject to the ultimate control, of Lincoln National. Lincoln National, with
headquarters in Fort Wayne, Indiana, is a diversified organization with
operations in many aspects of the financial services industry, including
insurance and investment management. In connection with the merger, a new
Investment Management Agreement between the Fund and the Manager was executed
following shareholder approval.

The Manager manages the Fund's portfolio, makes investment decisions and
implements them. The Manager also administers the Fund's affairs and pays the
Fund's rent and the salaries of all the directors, officers and employees of the
Fund who are affiliated with the Manager. For these services, under the
Investment Management Agreement, the Manager is paid an annual fee equal to
0.5% on the first $500 million of average daily net assets of the Fund, 0.475%
on the next $250 million, 0.45% on the next $250 million, 0.425% on the next
$250 million, 0.375% on the next $250 million, 0.325% on the next $250 million,
0.3% on the next $250 million and 0.275% 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. For the fiscal year ended March 31, 1997, investment management
fees paid by the Fund were 0.49% of average daily net assets.

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 shares of funds in the Delaware Group of funds in
placing portfolio orders, and may place orders with broker/dealers that have
agreed to defray certain expenses of such funds, such as custodian fees.

-27-

<PAGE>

Performance Information
From time to time, the Fund may publish the "yield" and "effective
yield" for Class A Shares. Both yield figures are based on historical earnings
and are not intended to indicate future performance. The "yield" of 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 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. Yield fluctuates
and is not guaranteed.

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. Past performance
is not a guarantee of future results.

Distribution and Service
The Distributor, Delaware Distributors, L.P., serves as the national
distributor for the Fund's shares under a Distribution Agreement with the Fund
dated April 3, 1995, as amended on November 29, 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 Transfer Agent also provides
accounting services to the Fund pursuant to the terms of a separate Fund
Accounting Agreement. 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. For the
fiscal year ended March 31, 1997, the Class A Shares' ratio of expenses to
average daily net assets was 0.88%.

Shares
The Fund is an open-end management investment company. The Fund's
portfolio of assets is diversified as defined by the 1940 Act and Rule 2a-7
under the 1940 Act. The Fund was originally created in 1977, organized as a
Pennsylvania business trust in 1983 and reorganized as a Maryland corporation in
1990. Fund shares have a par value of $.001, equal voting rights, except as
noted below, and are equal in
all other respects.

-28-

<PAGE>

under certain circumstances, it is required to do so under the 1940 Act.
Shareholders of 10% or more of the Fund's outstanding shares may request that a
special meeting be called to consider the removal of a director.

In addition to Class A Shares, the Fund also offers Class B Shares,
Class C Shares and Consultant Class Shares. Shares of each Class represent
proportionate interests in the assets of the Fund and have the same voting and
other rights and preferences as the other classes of shares of the Fund, except
that Class A Shares are not subject to, and may not vote on matters affecting,
the Distribution Plans under Rule 12b-1 relating to Class B Shares, Class C
Shares and Consultant Class Shares. Similarly, as a general matter, shareholders
of Class B Shares, Class C Shares and Consultant Class Shares may vote only on
matters affecting the Plan that relates to the class of shares that they hold.
However, Class B Shares may vote on any proposal to increase materially the fees
to be paid by the Fund under the Rule 12b-1 Plan relating to Consultant Class
Shares.

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

-29-

<PAGE>

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

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,
ACCOUNTING SERVICES
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
One Commerce Square
Philadelphia, PA 19103

INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103

CUSTODIAN
Bankers Trust Company
One Bankers Trust Plaza
New York, NY 10006

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

DELAWARE CASH RESERVE

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

A CLASS

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

No Sales Charge

P R O S P E C T U S

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

MAY 30, 1997

DELAWARE
GROUP

<PAGE>

DELAWARE CASH RESERVE
B CLASS SHARES PROSPECTUS
C CLASS SHARES MAY 30, 1997

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

1818 Market Street, Philadelphia, PA 19103

For Prospectus and Performance: Nationwide 800-523-4640

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

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

Representatives of Financial Institutions: Nationwide 800-659-2265

This Prospectus describes shares of Delaware Cash Reserve B Class
("Class B Shares") and Delaware Cash Reserve C Class ("Class C Shares")
(collectively, the "Classes") of Delaware Group Cash Reserve, Inc. (the "Fund"),
a professionally-managed mutual fund of the series type. The Fund's objective
is to seek maximum current income while preserving principal and maintaining
liquidity. The Fund is a money market fund and intends to achieve its objective
by investing its assets in a diversified portfolio of money market instruments.
While the Fund will make every effort to maintain a stable net asset value of
$1.00 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.

Class B Shares and Class C Shares are available for sale through
brokers, financial institutions and other entities which have a dealer agreement
with the Fund's Distributor or a service agreement with the Fund. Class B Shares
are subject to a contingent deferred sales charge ("CDSC"), which may be imposed
on redemptions made within six years of purchase, and annual 12b-1 Plan
expenses, which will be assessed against the shares for approximately eight
years after purchase. See Automatic Conversion of Class B Shares under Classes
of Shares. Class C Shares are subject to a CDSC, which may be imposed upon
redemptions made within 12 months of purchase, and annual 12b-1 plan expenses,
which will be assessed against the shares for the life of the investment. There
is no front-end sales charge imposed upon purchases of Class B Shares or Class C
Shares. See Summary of Expenses.

This Prospectus relates only to the Classes listed above and sets forth
information that you should read and consider before you invest. Please retain
it for future reference. The Fund's Statement of Additional Information ("Part
B" of the Fund's registration statement), dated May 30, 1997, 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 Delaware Cash Reserve A Class ("Class A Shares")
and Delaware Cash Reserve Consultant Class ("Consultant Class Shares").
Prospectuses for Class A Shares and Consultant Class Shares can be obtained by
writing to Delaware Distributors, L.P. at the above address or by calling the
above numbers.

-1-

<PAGE>

Because the Fund offers four classes of shares, an investor is able to
choose the method of purchasing shares that is most suitable for his or her
needs. In choosing the most suitable class, an investor should consider the
differences among the four classes, including the effect of a CDSC and 12b-1
Plan expenses, given the amount of the purchase and the length of time the
investor expects to hold the shares, among other circumstances. Generally, the
Fund's Class B Shares should be purchased only in conjunction with an investment
program involving other funds which offer Class B Shares. Likewise, the Fund's
Class C Shares should be purchased only in conjunction with an investment
program involving other funds which offer Class C Shares. See Suitability under
Investment Objective and Policy. Class A Shares or Consultant Class Shares of
the Fund are appropriate for investors seeking a taxable money market investment
not involving such a program. See Suitability under Investment Objective and
Policy and Class A Shares and Consultant Class Shares under Classes of Shares.

TABLE OF CONTENTS

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

-2-

<PAGE>

SYNOPSIS

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

Investment Manager, Distributor and Service Agent
Delaware Management Company, Inc. (the "Manager") furnishes investment
management services to the Fund, subject to the supervision and direction of the
Fund's Board of Directors. The Manager also provides investment management
services to certain of 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, accounting services and transfer agent for the Fund and for all of
the other mutual funds in the Delaware Group. See Summary of Expenses and
Management of the Fund for further information regarding the Manager and the
fees payable under the Fund's Investment Management Agreement.

Sales Charges
Class B Shares and Class C Shares are available at net asset value,
without a front-end sales charge.

Class C Shares are subject to a CDSC of 1% if shares are redeemed
within 12 months of purchase and are subject to annual 12b-1 Plan expenses which
are assessed against such shares for the life of the investment. See Classes of
Shares and Distribution (12b-1) and Service under Management of the Fund.

Purchase Amounts
Generally, the minimum initial investment in either Class is $1,000.
Subsequent investments must generally be at least $100.

Each purchase of Class B Shares is subject to a maximum purchase
limitation of $250,000. For Class C Shares, each purchase must be in an amount
that is less than $1,000,000. An investor may exceed the maximum purchase
limitations for Class B Shares and Class C Shares by making cumulative purchases
over a period of time. The minimum and maximum purchase amounts for retirement
plans may vary. See How to Buy Shares.

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

-3-

<PAGE>

Open-End Investment Company
The Fund was created in 1977, organized as a Pennsylvania business
trust in 1983 and reorganized as a Maryland corporation in 1990. It is an
open-end management investment company and its portfolio of assets is
diversified as defined by the Investment Company Act of 1940 (the "1940 Act")
and Rule 2a-7 under the 1940 Act. See Shares under Management of the Fund.

-4-

<PAGE>

SUMMARY OF EXPENSES

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

Shareholder Transaction Expenses Class B Shares Class C Shares
-------------------------------- -------------- --------------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)...................................... None None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)...................................... None None
Maximum Contingent Deferred Sales Charge
(as a percentage of original purchase price
or redemption proceeds, whichever is lower).............................. 4.00%* 1.00%*
Redemption Fees.......................................................... None** None**

Annual Operating Expenses
(as a percentage of average daily net assets) Class B Shares Class C Shares
----------------------------------------------------- -------------- --------------
Management Fees.......................................................... 0.49% 0.49%
12b-1 Plan Expenses (including service fees)............................. 1.00%*** 1.00%***
Other Operating Expenses................................................. 0.39% 0.39%
------- -----
Total Operating Expenses................................................. 1.88% 1.88%
=======
</TABLE>

*Class B Shares are subject to a CDSC of: (i) 4% if shares are
redeemed within two years of purchase; (ii) 3% if shares are redeemed during the
third or fourth year following purchase; (iii) 2% if shares are redeemed during
the fifth year following purchase; (iv) 1% if shares are redeemed during the
sixth year following purchase; and (v) 0% thereafter. Class C Shares are subject
to a CDSC of 1% if shares are redeemed within 12 months of purchase. See
Deferred Sales Charge Alternative - Class B Shares and Level Sales Charge
Alternative - Class C Shares under Classes of Shares.

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

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

-5-

<PAGE>

For expense information relating to Class A Shares and Consultant
Class Shares, see the separate prospectuses relating to those classes.

The following example illustrates the expenses that an investor would
pay on a $1,000 investment in the Classes over various time periods, assuming
(1) a 5% annual rate of return, (2) redemption and no redemption at the end of
each time period and (3) payment of a CDSC at the time of redemption, if
applicable.
<TABLE>
<CAPTION>

Assuming Redemption Assuming No Redemption
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class B Shares $59 $89 $122 $201+ $19 $59 $102 $201+
Class C Shares $29 $59 $102 $220 $19 $59 $102 $220

</TABLE>

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

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

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.

-6-

<PAGE>

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

FINANCIAL HIGHLIGHTS

-7-

<PAGE>

Class B Shares Class C Shares
-------------- --------------
Period Period
5/2/94 (1) Year 11/29/95 (2)
Year Ended through Ended through
3/31/97 3/31/96 3/3/196 3/31/97 3/31/96

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

Income From Investment Operations
Net Investment Income............................. 0.0352 0.0390 0.0279 0.0351 0.0124
------ ------ ------ ------ ------

Total From Investment Operations ....... 0.0352 0.0390 0.0279 0.0351 0.0124
------ ------ ------ ------ ------

Less Distributions
Dividends (from net investment income)............(0.0352) (0.0390) (0.0279) (0.0351) (0.0124)
-------- -------- -------- -------- --------

Total Distributions...........................(0.0352) (0.0390) (0.0279) (0.0351) (0.0124)
-------- -------- -------- -------- --------

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

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

Total Return(3)................................... 3.58% 3.97% 3.10% 3.58% 1.24%

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

Ratios/Supplemental Data

Net Assets, End of Period (000's omitted) $12,988 $8,127 $1,088 $2,799 $304

Ratio of Expenses to Average
Daily Net Assets............................... 1.88% 1.95% 2.01% 1.88% 1.95%

Ratio of Net Investment Income to
Average Daily Net Assets..................... 3.52% 3.90% 2.91% 3.52% 3.90%

</TABLE>

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

<PAGE>

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.

Class B Shares and Class C Shares are offered for sale through brokers,
financial institutions and other entities that have a Dealer Agreement with the
Fund's Distributor or a service agreement with the Fund. Class B Shares and
Class C Shares may be suitable for investors who desire the additional
investment and administrative services offered by such brokers and other
entities.

Class B Shares are designed for purchase as part of an investment
program in Class B Shares of the funds in the Delaware Group which offer that
class of shares ("Class B Funds"), or as a temporary defensive option for
holders of Class B Shares of other Class B Funds. Likewise, Class C Shares are
designed for purchase as part of an investment program in Class C Shares of the
funds in the Delaware Group which offer that class of shares ("Class C Funds"),
or as a temporary defensive option for holders of Class C Shares of other Class
C Funds. Unlike shares of most money market funds, Class B Shares and Class C
Shares are subject to a CDSC, as well as relatively high Rule 12b-1 distribution
and service fees. Because of the 12b-1 Plan fees and the CDSC to which Class B
Shares and Class C Shares are subject, Class B Shares and Class C Shares should
be purchased only by those having an interest in participating in such an
investment program or those holding or intending to hold Class B Shares of other
Class B Funds or Class C Shares of other Class C Funds, as applicable. See
Additional Methods of Adding to Your Investment - Dividend Reinvestment Plan
under How to Buy Shares, and Exchange Privilege under The Delaware Difference.

-8-

<PAGE>

issuer of such security must be rated in one of the two highest rating
categories (e.g., for commercial paper, A-2 or better by Standard & Poor's
Ratings Group ("S&P") and P-2 or better by Moody's Investors Service, Inc.
("Moody's"); and, for other corporate obligations, AA or better by S&P and Aa or
better by Moody's) by at least two nationally-recognized statistical rating
organizations or, if such security or, as relevant, its issuer is not so rated,
the purchase of that security must be approved or ratified by the Board of
Directors. Appendix A of Part B describes the ratings of S&P, Moody's, Duff and
Phelps, Inc. and Fitch Investors Service, Inc., four of the better-known
statistical rating organizations.

Maturity Restrictions
The Fund maintains an average maturity of not more than 90 days. Also,
it does not purchase any instruments with an effective remaining maturity of
more than 13 months.

Asset-Backed Securities
The Fund may also invest in securities which are backed by assets such
as receivables on home equity loans, credit card loans, 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). Such receivables are securitized in either a pass-through or a
pay-through structure. Pass-through securities provide investors with an income
stream consisting of both principal and interest payments in respect of the
receivables in the underlying pool. Pay-through securities are debt obligations
issued usually by a special purpose entity, which are collateralized by the
various receivables and in which the payments on the underlying receivables
provide the funds to pay the debt service on the debt obligations issued. The
Fund may invest in these and other types of asset-backed securities that may be
developed in the future. It is the Fund's current policy to limit asset-backed
investments to those represented by interests in credit card 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 involve other risks, including the risk
that security interests cannot be adequately or, in many cases, ever
established. In addition, with respect to credit card loans, a number of state
and federal consumer credit laws give debtors the right to set off certain
amounts owed on the credit cards, thereby reducing the outstanding balance. In
the case of automobile loans, there is a risk that the holders may not have
either a proper or first security interest in all of the obligations backing the
receivables due to the large number of vehicles involved in a typical issuance
and technical requirements under state laws. Therefore, recoveries on
repossessed collateral may not always be available to support payments on the
securities. To lessen the effect of failures by obligors on underlying assets to
make payments, asset-backed securities may have credit support supplied by a
thirty party or derived from the structure of the transaction. The Fund will not
pay any additional fees for third-party credit support, although such credit
support may increase the price of a security. For further discussion concerning
the risks of investing in such asset-backed securities, see Part B.

-9-

<PAGE>

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

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

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

The Fund may also use repurchase agreements which are at least 100%
collateralized by securities in which the Fund can invest directly. Repurchase
agreements help the Fund to invest cash on a temporary basis. Under a repurchase
agreement, the Fund acquires ownership and possession of a security and the
seller agrees to buy the security back at a specified time and higher price. If
the seller is unable to repurchase the security, the Fund could experience
delays and losses in liquidating the securities. To minimize this possibility,
the Fund considers the creditworthiness of banks and dealers when entering into
repurchase agreements.

Part B provides more information on the Fund's investment policies and
restrictions.

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THE DELAWARE DIFFERENCE

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

SHAREHOLDER PHONE DIRECTORY

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

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

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

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

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

Delaphone Service
Delaphone is an account inquiry service for investors with
Touch-Tone(R) phone service. It enables you to get information on your account
faster than the mailed statements and confirmations. Delaphone also provides
current performance information on the Fund, as well as other funds in the
Delaware Group. Delaphone is available seven days a week, 24 hours a day.

Statements and Confirmations
You will receive quarterly statements of your account summarizing all
transactions during the period. Accounts in which there has been activity, other
than a reinvestment of dividends, will receive a confirmation after each
transaction 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 financial adviser or investment dealer is noted on your
investment application, we will send a duplicate confirmation to him or her.
This makes it easier for your adviser to help you manage your investments.

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

Dividend Payments
Dividends, capital gains and other distributions are automatically
reinvested in your account, unless you elect to receive them in cash. You may
also elect to have the dividends earned in one fund automatically invested in
another Delaware Group fund with a different investment objective, subject to
certain exceptions and limitations. For more information, see Dividend
Reinvestment Plan under How to Buy Shares - Additional Methods of Adding to Your
Investment or call the Shareholder Service Center.

MoneyLine Direct Deposit Service
If you elect to have your dividends and distributions paid in cash and
such dividends and distributions are in an amount of $25 or more, you may choose
the MoneyLine Direct Deposit Service and have such payments transferred from
your Fund account to your predesignated bank account. See Dividends and
Distributions. In addition, you may elect to have your Systematic Withdrawal
Plan payments transferred from your Fund account to your predesignated bank
account through this service. See Systematic Withdrawal Plans under Redemption
and Exchange. Your funds will normally be credited to your bank account two
business days after the payment date. There are no fees for this service. You
can initiate the MoneyLine Direct Deposit Service by completing an Authorization
Agreement. If your name and address are not identical to the name and address on
your Fund account, you must have your signature guaranteed. The MoneyLine Direct
Deposit Service is not available for certain retirement plans.

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

Wealth Builder Option
You may elect to invest in the Funds through regular liquidations of
shares in your accounts 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 Fund shares. See Additional Methods of
Adding to Your Investment - Wealth Builder Option and Investing by Exchange
under How to Buy Shares, and Redemption and Exchange.

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RETIREMENT PLANNING

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, Salary Reduction Simplified Employee Pension Plans, 457 Deferred
Compensation Plans and 403(b)(7) Deferred Compensation Plans. Class C Shares are
available for all types of retirement plans.

Retirement plans may be subject to plan establishment fees, annual
maintenance fees and/or other administrative or trustee fees. Fees are based on
the number of participants in the plan as well as the services selected.
Additional information about fees is included in retirement plan materials. Fees
are quoted upon request.

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 for investments in
each of the Classes. Contributions to an IRA may be tax-deductible and earnings
are tax-deferred. 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.

Salary Reduction Simplified Employee Pension Plan ("SAR/SEP")
Although new SAR/SEP plans may not be established after December 31,
1996, existing plans may be maintained by employers having 25 or fewer
employees. An employer may also elect to make additional contributions to such
existing plan.

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

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

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<PAGE>

CLASSES OF SHARES

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

Class B Shares. An investor who elects the deferred sales charge
alternative acquires Class B Shares, which do not incur a front-end sales charge
when they are purchased, but are subject to a contingent deferred sales charge
if they are redeemed within six years of purchase. Class B Shares are subject to
annual 12b-1 Plan expenses of up to a maximum of 1% (0.25% of which are service
fees to be paid to the Distributor, dealers or others for providing personal
service and/or maintaining shareholder accounts) of average daily net assets of
such shares for approximately eight years after purchase. Class B Shares permit
all of the investor's dollars to work from the time the investment is made. At
the end of approximately eight years after purchase, Class B Shares will
automatically be converted into Consultant Class Shares. See Automatic
Conversion of Class B Shares, below.

Class C Shares. An investor who elects the level sales charge
alternative acquires Class C Shares, which do not incur a front-end sales charge
when they are purchased, but are subject to a contingent deferred sales charge
if they are redeemed within 12 months of purchase. Class C Shares are subject to
annual 12b-1 Plan expenses of up to a maximum of 1% (0.25% of which are service
fees to be paid to the Distributor, dealers or others for providing personal
service and/or maintaining shareholder accounts) of average daily net assets of
such shares for the life of the investment. Unlike Class B Shares, Class C
Shares do not convert to another class.

The alternative purchase arrangements described above permit investors
to choose the method of purchasing shares that is most suitable given the amount
of their purchase, the length of time they expect to hold their shares and other
relevant circumstances. Investors should determine whether, given their
particular circumstances, it is more advantageous to purchase Class B Shares and
have the entire initial purchase amount invested in the Fund with their
investment being subject to a CDSC if they redeem shares within six years of
purchase, or purchase Class C Shares and have the entire initial purchase amount
invested in the Fund with their investment being subject to a CDSC if they
redeem shares within 12 months of purchase. In addition, investors should
consider the level of annual 12b-1 Plan expenses applicable to each Class. The
higher 12b-1 Plan expenses on Class B Shares and Class C Shares will be offset
to the extent a return is realized on the additional money initially invested
upon the purchase of such shares. However, there can be no assurance as to the
return, if any, that will be realized on such additional money, and the effect
of earning a return on such additional money will diminish over time. In
comparing Class B Shares to Class C Shares, investors should consider the
duration of the annual 12b-1 Plan expenses to which each of the Classes is
subject and the desirability of an automatic conversion feature, which is
available only for Class B Shares.

Certain investors might determine it to be advantageous to purchase
Class B Shares and have all their money invested initially, even though they
would be subject to a CDSC for up to six years after purchase, and annual 12b-1
Plan expenses of up to 1% until the shares are automatically converted into
Consultant Class Shares. Still other investors might determine it to be more
advantageous to purchase Class C Shares and have all of their funds invested
initially, recognizing that they would be subject to a CDSC for just 12 months
after purchase but that Class C Shares do not offer a conversion feature, so
their shares would be subject to annual 12b-1 Plan expenses of up to 1% for the
life of the investment.

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<PAGE>

In addition, prospective investors should consider the availability of
Class A Shares and Consultant Class Shares. See Class A Shares and Consultant
Class Shares, below.

For the distribution and related services provided to, and the expenses
borne on behalf of, the Fund, the Distributor and others will be paid from the
proceeds of the 12b-1 Plan fees and, if applicable, the CDSC incurred upon
redemption. Financial advisers may receive different compensation for selling
Class B and Class C Shares.

Dividends paid on Class B and Class C Shares, to the extent any
dividends are paid, will be calculated in the same manner, at the same time, on
the same day and will be in the same amount. See Net Asset Value Per Share.

The NASD has adopted certain rules relating to investment company sales
charges. The Fund and the Distributor intend to operate in compliance with these
rules.

Deferred Sales Charge Alternative - Class B Shares
Class B Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently compensates
dealers or brokers for selling Class B Shares at the time of purchase from its
own assets. In addition, from time to time, upon written notice to all of its
dealers, the Distributor may hold special promotions for specified period during
which the Distributor may pay additional compensation to dealers or brokers for
selling Class B Shares at the time of purchase. As discussed below, however,
Class B Shares are subject to annual 12b-1 Plan expenses of up to a maximum of
1% for approximately eight years after purchase and, if shares are redeemed
within six years of purchase, a CDSC.

Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class B Shares. These
payments support the compensation paid to dealers or brokers for selling Class B
Shares. Payments to the Distributor and others under the Class B 12b-1 Plan may
be in an amount equal to no more than 1% annually. The combination of the CDSC
and the proceeds of the 12b-1 Plan fees makes it possible for the Fund to sell
Class B Shares without deducting a front-end sales charge at the time of
purchase.

Holders of Class B Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for Class B Shares
described in this Prospectus, even after the exchange. Such CDSC schedule may be
higher than the CDSC schedule for Class B Shares acquired as a result of the
exchange. See Redemption and Exchange.

Automatic Conversion of Class B Shares
Class B Shares, other than shares acquired through reinvestment of
distributions, held for eight years after purchase are eligible for automatic
conversion into Consultant Class Shares. Conversions of Class B Shares into
Consultant Class Shares will occur only four times in any calendar year, on the
last business day of the second full week of March, June, September and December
(each, a "Conversion Date"). If the eighth anniversary after a purchase of Class
B Shares falls on a Conversion Date, an investor's Class B Shares will be
converted on that date. If the eighth anniversary occurs between Conversion
Dates, an investor's Class B Shares will be converted on the next Conversion
Date after such anniversary. Consequently, if a shareholder's eighth anniversary
falls on the day after a Conversion Date, that shareholder will have to hold
Class B Shares for as long as an additional three months after the eighth
anniversary of purchase before the shares will automatically convert into
Consultant Class Shares.

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<PAGE>

Class B Shares of a fund acquired through a reinvestment of
distributions will convert to the corresponding Class A Shares of that fund (or,
in the case of the Fund, Consultant Class Shares) pro-rata with Class B Shares
of that fund not acquired through dividend reinvestment.

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

Level Sales Charge Alternative - Class C Shares
Class C Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently compensates
dealers or brokers for selling Class C Shares at the time of purchase from its
own assets. As discussed below, however, Class C Shares are subject to annual
12b-1 Plan expenses and, if redeemed within 12 months of purchase, a CDSC.

Holders of Class C Shares exercising the exchange privilege described
below will continue to be subject to the CDSC schedule for Class C Shares as
described in this Prospectus. See Redemption and Exchange.

Contingent Deferred Sales Charge - Class B Shares and Class C Shares
Class B Shares redeemed within six years of purchase may be subject to
a CDSC at the rates set forth below and Class C Shares redeemed within 12 months
of purchase may be subject to a CDSC of 1%. CDSCs are charged as a percentage of
the dollar amount subject to the CDSC. The charge will be assessed on an amount
equal to the lesser of the net asset value at the time of purchase of the shares
being redeemed or the net asset value of those shares at the time of redemption.
No CDSC will be imposed on increases in net asset value above the initial
purchase price, nor will a CDSC be assessed on redemptions of shares acquired
through reinvestments of dividends or capital gains distributions. For purposes
of this formula, the "net asset value at the time of purchase" will be the net
asset value at purchase of Class B Shares or Class C Shares of the Fund, even if
those shares are later exchanged for shares of another Delaware Group fund. In
the event of an exchange of the shares, the "net asset value of such shares at
the time of redemption" will be the net asset value of the shares that were
acquired in the exchange. The net asset values of Class B Shares and Class C
Shares at the time of purchase and at the time of redemption are expected to be
the same if the shares are redeemed directly from the Fund.

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<PAGE>

The following table sets forth the rates of the CDSC for Class B Shares
of the Fund:

Contingent Deferred
Sales Charge
(as a Percentage
of Dollar Amount
Year After Purchase Made Subject to Charge)
------------------------ ------------------

0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None

During the seventh year after purchase and, thereafter, until converted
automatically into Consultant Class Shares, Class B Shares will still be subject
to the annual 12b-1 Plan expenses of up to 1% of the average daily net assets of
those shares. See Automatic Conversion of Class B Shares, above. Investors are
reminded that Consultant Class Shares into which Class B Shares will convert
are subject to ongoing 12b-1 Plan expenses of up to a maximum of 0.30%
(currently, no more than 0.25%) of the average daily net assets of such shares.

In determining whether a CDSC applies to a redemption of Class B
Shares, it will be assumed that shares held for more than six years are redeemed
first, followed by shares acquired through the reinvestment of dividends or
distributions, and finally by shares held longest during the six-year period.
With respect to Class C Shares, it will be assumed that shares held for more
than 12 months are redeemed first followed by shares acquired through the
reinvestment of dividends or distributions, and finally by shares held for 12
months or less.

All investments made during a calendar month, regardless of what day of
the month the investment occurred, will age one month on the last day of that
month and each subsequent month.

The CDSC is waived on certain redemptions of Class B Shares and Class C
Shares. See Waiver of Contingent Deferred Sales Charge under Redemption and
Exchange.

Class A Shares and Consultant Class Shares
In addition to offering Class B Shares and Class C Shares, the Fund
also offers Class A Shares and Consultant Class Shares, which are described in
separate prospectuses. Class A Shares can be purchased directly from the Fund or
its Distributor and have no front-end sales charge or CDSC and are not subject
to 12b- 1 Plan distribution expenses. Consultant Class Shares are available for
sale through brokers, financial institutions and other entities which have a
Dealer Agreement with the Fund's Distributor or a service agreement with the
Fund. Consultant Class Shares have no front-end sales charge or CDSC; such class
has a 12b-1 Plan whereby the Fund is permitted to pay the Distributor annual
fees payable monthly up to a maximum of 0.30% 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. To
obtain a prospectus which describes Class A Shares or Consultant Class Shares,
contact the Distributor by writing to the address or calling the telephone
number listed on the back cover of this Prospectus.

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<PAGE>

HOW TO BUY SHARES

Purchase Amounts
Generally, the minimum initial purchase is $1,000 for Class B Shares
and Class C Shares. Subsequent purchases of shares of either Class generally
must be $100 or more. For purchases under the Uniform Gifts to Minors Act or
Uniform Transfers to Minors Act or through an Automatic Investing Plan, there is
a minimum initial purchase of $250 and a minimum subsequent purchase of $25.
Minimum purchase requirements do not apply to retirement plans other than IRAs
for which there is a minimum initial purchase of $250, and a minimum subsequent
purchase of $25, regardless of which Class is selected.

There is a maximum purchase limitation of $250,000 on each purchase of
Class B Shares. For Class C Shares, each purchase must be in an amount that is
less than $1,000,000. An investor may exceed these maximum purchase limitations
by making cumulative purchases over a period of time. For retirement plans, the
maximum purchase limitations apply only to the initial purchase of Class B
Shares or Class C Shares by the plan.

Investing through Your Investment Dealer
You can make a purchase of the Fund 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, the
Delaware Group can refer you to one.

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

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

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

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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
shares of the Fund. If you wish to open an account by exchange, call the
Shareholder Service Center for more information. All exchanges are subject to
the eligibility and minimum purchase requirements set forth in each fund's
prospectus. See Redemption and Exchange for more complete information concerning
your exchange privileges.

Holders of Class B Shares of the Fund are permitted to exchange all or
part of their Class B Shares only into Class B Shares of other Delaware Group
funds. Similarly, holders of Class C Shares of the Fund are permitted to
exchange all or part of their Class C Shares only into Class C Shares of other
Delaware Group funds. Class B Shares of the Fund and Class C Shares of the Fund
acquired by exchange will continue to carry the CDSC and, in the case of Class B
Shares, the automatic conversion schedule of the fund from which the exchange is
made. The holding period of Class B Shares of the Fund acquired by exchange will
be added to that of the shares that were exchanged for purposes of determining
the time of the automatic conversion into Consultant Class Shares of the Fund.

Permissible exchanges into Class B Shares or Class C Shares of the Fund
will be made without the imposition of a CDSC by the fund from which the
exchange is being made at the time of the exchange.

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

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

* * *

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3. Wealth Builder Option
You can use our Wealth Builder Option to invest in the Fund through
regular liquidations of shares in your accounts in other funds in the Delaware
Group. You may also elect to invest in other mutual funds in the Delaware Group
through the Wealth Builder Option through regular liquidations of shares in your
Fund account.

Under this automatic exchange program, you can authorize regular
monthly amounts (minimum of $100 per fund) to be liquidated from your account
in one or more funds in the Delaware Group and invested automatically into any
other account in a Delaware Group mutual fund that you may specify. If in
connection with the election of the Wealth Builder Option, you wish to open a
new account to receive the automatic investment, such new account must meet
the minimum initial purchase requirements described in the prospectus of the
fund that you select. All investments under this option are exchanges and are
therefore subject to the same conditions and limitations as other exchanges
noted above. You can terminate your participation in Wealth Builder at any time
by giving written notice to the fund from which the exchanges are made. See
Redemption and Exchange.

4. Dividend Reinvestment Plan
You can elect to have your distributions (dividend income or other
distributions) paid to you by check or reinvested in your account without a
sales charge at the time of reinvestment or the imposition of a CDSC upon
redemption. Or, you may invest your distributions in certain other funds in the
Delaware Group, subject to eligibility and minimum purchase requirements set
forth in each fund's prospectus. Such investments will not be subject to a
front-end sales charge at the time of purchase or the imposition of a CDSC if
those shares are later redeemed. See Automatic Conversion of Class B Shares
under Classes of Shares for information concerning the automatic conversion of
Class B Shares acquired by reinvesting dividends.

Distributions on Class B Shares may be invested only in Class B Shares
of other Delaware Group funds. Distributions on Class C Shares may be invested
only in Class C Shares of other Delaware Group funds. For more information about
reinvestments, call the Shareholder Service Center.

Delaware Group Asset Planner
To invest in Delaware Group funds using the Delaware Group Asset
Planner asset allocation service, you should complete a Delaware Group Asset
Planner Account Registration Form, which is available only from a financial
adviser or investment dealer. As previously described, the Delaware Group Asset
Planner service offers a choice of four predesigned asset allocation strategies
(each with a different risk/reward profile) in predetermined percentages in
Delaware Group funds. Or, with the help of a financial adviser, you may design a
customized asset allocation strategy.

The sales charge on an investment through the Asset Planner service is
determined by the individual sales charges of the underlying funds and their
percentage allocation in the selected Strategy.

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Exchanges from existing Delaware Group accounts into the Asset Planner service
may be made at net asset value under the circumstances described under Investing
by Exchange above and in each fund's prospectus. The minimum initial investment
per Strategy is $2,000; subsequent investments must be at least $100. Individual
fund minimums do not apply to investments made using the Asset Planner service.
Class A, Class B, Class C and Consultant Class Shares are available through the
Asset Planner service. Generally, only shares within the same class may be used
within the same Strategy. For purposes of the Delaware Group Asset Planner
service, Consultant Class Shares may be used in the same strategy with Class A
Shares.

An annual maintenance fee, currently $35 per Strategy, is typically due
at the time of initial investment and by September 30 of each subsequent year.
The fee, payable to Delaware Service Company, Inc. to defray extra costs
associated with administering the Asset Planner service, will be deducted
automatically from one of the funds within your Asset Planner account if not
paid by September 30. However, effective November 1, 1996, the annual fee is
waived until further notice. Investors who utilize the Asset Planner for an IRA
will continue to pay an annual IRA fee of $15 per Social Security number. See
Part B.

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

Investments by Federal Funds wire will be effective upon receipt. If
the wire is received after the time the offering price of shares is determined,
as noted above, it will be effective the next business day. If the investment is
made by check, the check must be converted to Federal Funds before your purchase
can be effective (normally one business day after receipt).

Your purchase begins earning dividends the next business day after
becoming effective. See Dividends and Distributions for additional information.

The Fund also reserves the right, following shareholder notification,
to charge a service fee on non-retirement accounts that, as a result of a
redemption, have remained below the minimum stated account balance for a period
of three or more consecutive months. Holders of such accounts may be notified of
their insufficient account balance and advised that they have until the end of
the current calendar quarter to raise their balance to the

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stated minimum. If the account has not reached the minimum balance requirement
by that time, the Fund will charge a $9 fee for that quarter and each subsequent
calendar quarter until the account is brought up to the minimum balance. The
service fee will be deducted from the account during the first week of each
calendar quarter for the previous quarter, and will be used to help defray the
cost of maintaining low-balance accounts. No fees will be charged without proper
notice and no CDSC will apply to such assessments.

The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain below the minimum initial purchase
amount as a result of redemptions. An investor making the minimum initial
investment may be subject to involuntary redemption without the imposition of a
CDSC if he or she redeems any portion of his or her account.

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REDEMPTION AND EXCHANGE

Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after the Fund receives your request in good order,
subject, in the case of a redemption, to any applicable CDSC. For example,
redemption or exchange requests received in good order after the time the net
asset value is determined will be processed on the next business day. See
Purchase Price and Effective Date under How to Buy Shares. A shareholder
submitting a redemption request may indicate that he or she wishes to receive
redemption proceeds of a specific dollar amount. In the case of such a request,
and in the case of certain redemptions from retirement plan accounts, the Fund
will redeem the number of shares necessary to deduct the applicable CDSC and
tender to the shareholder the requested amount, assuming the shareholder holds
enough shares in his or her account for the redemption to be processed in this
manner. Otherwise, the amount tendered to the shareholder upon redemption will
be reduced by the amount of the applicable CDSC or Limited CDSC. Redemption
proceeds will be distributed promptly, as described below, but not later than
seven days after receipt of a redemption request.

Except as noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. For exchange requests, you must
also provide the name of the fund you want to receive the proceeds. Exchange
instructions and redemption requests must be signed by the record owner(s)
exactly as the shares are registered. You may request a redemption or an
exchange by calling the Shareholder Service Center at 800-523-1918. The Fund may
suspend, terminate, or amend the terms of the exchange privilege upon 60 days'
written notice to shareholders.

The Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. The Fund will honor redemption requests as to shares for which a check
was tendered as payment, but the Fund will not mail or wire the proceeds until
it is reasonably satisfied that the purchase check has cleared, which may take
up to 15 days from the purchase date. You can avoid this potential delay if you
purchase shares by wiring Federal Funds. The Fund reserves the right to reject a
written or telephone redemption request or delay payment of redemption proceeds
if there has been a recent change to the shareholder's address of record.

There is no front-end sales charge or fee for exchanges made between
shares of funds which both carry a front-end sales charge. Any applicable
front-end sales charge will apply to exchanges from shares of funds not subject
to a front-end sales charge, except for exchanges involving assets that were
previously invested in a fund with a front-end sales charge and/or exchanges
involving the reinvestment of dividends.

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<PAGE>

Holders of Class B Shares or Class C Shares ("Original Shares") that
exchange their shares for shares of other funds in the Delaware Group (in each
case, "New Shares") in a permitted exchange, will not be subject to a CDSC that
might otherwise be due upon redemption of Original Shares. However, such
shareholders will continue to be subject to the CDSC and, in the case of Class B
Shares, the automatic conversion schedule of the Original Shares as described in
this Prospectus and any CDSC assessed upon redemption will be charged by the
Fund. In an exchange of Class B Shares from the Fund, the Fund's CDSC schedule
may be higher than the CDSC schedule relating to New Shares acquired as a result
of the exchange. For purposes of computing the CDSC that may be payable upon a
disposition of New Shares, the period of time that an investor held Original
Shares is added to the period of time that an investor held New Shares. With
respect to Class B Shares, the automatic conversion schedule of Original Shares
may be longer than that of New Shares. Consequently, an investment in New Shares
by exchange may subject an investor to the higher 12b-1 fees applicable to Class
B Shares of the Fund for a longer period of time than if the investment in New
Shares were made directly.

Various redemption and exchange methods are outlined below. Except for
the CDSC applicable to certain redemptions of Class B and Class C Shares, there
is no fee charged by the Fund or the Distributor for redeeming or exchanging
your shares, but such fees could be charged in the future. You may have your
investment dealer arrange to have your shares redeemed or exchanged. Your
investment dealer may charge for this service.

Written Redemption
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103
to redeem some or all of your shares. The request must be signed by all owners
of the account or your investment dealer of record. For redemptions of more than
$50,000, or when the proceeds are not sent to the shareholder(s) at the address
of record, the Fund requires a signature by all owners of the account and a
signature guarantee for each owner. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. The Fund may require further documentation from corporations,
executors, retirement plans, administrators, trustees or guardians.

Payment is normally mailed the next business day after receipt of your
redemption request.

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

Telephone Redemption and Exchange
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.

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<PAGE>

Neither the Fund nor its Transfer Agent is responsible for any
shareholder loss incurred in acting upon written or telephone instructions for
redemption or exchange of Fund shares which are reasonably believed to be
genuine. With respect to such telephone transactions, the Fund will follow
reasonable procedures to confirm that instructions communicated by telephone are
genuine (including verification of a form of personal identification) as, if it
does not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Instructions received by telephone are
generally tape recorded, and a written confirmation will be provided for all
purchase, exchange and redemption transactions initiated by telephone. By
exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

Telephone Redemption--Check to Your Address of Record
The Telephone Redemption feature is a quick and easy method to redeem
shares. You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be payable
to the shareholder(s) of record. Payment is normally mailed the next business
day after receipt of the redemption request. This service is only available to
individual, joint and individual fiduciary-type accounts.

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

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<PAGE>

Systematic Withdrawal Plans
1. Regular Plans
This plan provides shareholders with a consistent monthly (or
quarterly) payment. This is particularly useful to shareholders living on fixed
incomes, since it can provide them with a stable supplemental amount. With
accounts of at least $5,000, you may elect monthly withdrawals of $25 (quarterly
$75) or more. The Fund does not recommend any particular monthly amount, as each
shareholder's situation and needs vary. Payments are normally made by check. In
the alternative, you may elect to have your payments transferred from your Fund
account to your predesignated bank account through the MoneyLine Direct Deposit
Service. Your funds will normally be credited to your bank account two
business days after the payment date. There are no separate fees for this
redemption method. See MoneyLine Direct Deposit Service under The Delaware
Difference for more information about this service.

2. Retirement Plans
For shareholders eligible under the applicable retirement plan to
receive benefits in periodic payments, the 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 Direct Deposit Service described above is not
available for certain retirement plans.

* * *

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

For more information on Systematic Withdrawal Plans, call the
Shareholder Service Center.

Waiver of Contingent Deferred Sales Charge
The CDSC is waived on certain redemptions of Class B Shares in
connection with the following redemptions: (i) redemptions that result from the
Fund's right to liquidate a shareholder's account if the aggregate net asset
value of the shares held in the account is less than the then-effective minimum
account size; (ii) returns of excess contributions to an IRA, SIMPLE IRA,
SEP/IRA or 403(b)(7) or 457 Deferred Compensation Plans; (iii) periodic
distributions from an IRA, SIMPLE IRA, SAR/SEP, SEP/IRA, 403(b)(7) or 457
Deferred Compensation Plan, and IRA distributions qualifying under Section 72(t)
of the Internal Revenue Code; and (iv) distributions from an account if the
redemption results from the death of all registered owners of the account (in
the case of accounts established under the Uniform Gifts to Minors or Uniform
Transfers to Minors Acts or trust accounts, the waiver applies upon the death of
all beneficial owners) or a total and permanent disability (as defined in
Section 72 of the Internal Revenue Code) of all registered owners occurring
after the purchase of the shares being redeemed.

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<PAGE>

The CDSC on Class C Shares is waived in connection with the following
redemptions: (i) redemptions that result from the Fund's right to liquidate a
shareholder's account if the aggregate net asset value of the shares held in the
account is less than the then-effective minimum account size; (ii) returns of
excess contributions to an IRA, SIMPLE IRA, 403(b)(7) or 457 Deferred
Compensation Plan, Profit Sharing Plan, Money Purchase Pension Plan, or 401(k)
Defined Contribution Plan; (iii) periodic distributions from a 403(b)(7) or
457 Deferred Compensation Plan upon attainment of age 59 1/2, Profit Sharing
Plan, Money Purchase Pension Plan, 401(k) Defined Contribution Plans upon
attainment of age 70 1/2, and IRA distributions qualifying under Section 72(t)
of the Internal Revenue Code; (iv) distributions from a 403(b)(7) Deferred
Compensation Plan, 457 Deferred Compensation Plan, Profit Sharing Plan or 401(k)
Defined Contribution Plan under hardship provisions of the plan; (v)
distributions from a 403(b)(7) Deferred Compensation Plan, 457 Deferred
Compensation Plan, Profit Sharing Plan, Money Purchase Pension Plan or a 401(k)
Defined Contribution Plan upon attainment of normal retirement age under the
plan or upon separation from service; (vi) periodic distributions from an IRA or
SIMPLE IRA on or after attainment of age 59; and (vii) distributions from an
account if the redemption results from the death of all registered owners of the
account (in the case of accounts established under the Uniform Gifts to Minors
or Uniform Transfers to Minors Acts or trust accounts, the waiver applies upon
the death of all beneficial owners) or a total and permanent disability (as
defined in Section 72 of the Internal Revenue Code) of all registered owners
occurring after the purchase of the shares being redeemed.

In addition, the CDSC will be waived on Class B and Class C Shares
redeemed in accordance with a Systematic Withdrawal Plan if the annual amount
selected to be withdrawn under the Plan does not exceed 12% of the value of the
account on the date that the Systematic Withdrawal Plan was established or
modified.

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<PAGE>

DIVIDENDS AND DISTRIBUTIONS

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.

Purchases of shares by wire begin earning dividends when converted
into Federal Funds and become available for investment, normally the next
business day after receipt. However, if the Fund is given prior notice of a
Federal Funds wire and an acceptable written guarantee of timely receipt from an
investor satisfying the Fund's credit policies, the purchase will start earning
dividends on the date the wire is received. Purchases by check earn dividends
upon conversion to Federal Funds, normally one business day after receipt.

The Fund declares a dividend to all shareholders of record at the time
the offering price (net asset value) of shares is determined. See Purchase Price
and Effective Date under How to Buy Shares. Thus, when redeeming shares,
dividends continue to accrue up to and including the date of redemption.

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 from net investment income on Class B Shares and Class C Shares
will be lower than the per share dividends from net investment income on Class A
Shares and Consultant Class Shares as a result of the higher expenses under the
12b-1 Plan relating to each of the Class B Shares and Class C Shares; and (ii)
the per share dividends from net investment income on Class B Shares, Class C
Shares and Consultant Class Shares will be lower than the per share dividends on
Class A Shares as such class incurs no 12b-1 Plan expenses. See Distribution
(12b-1) and Service under Management of the Fund. For the seven-day period ended
March 31, 1997, the annualized current yield of Class B Shares and Class C
Shares was 3.69% for each Class, and the compounded effective yields were 3.75%
and 3.75%, respectively.

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.

Both dividends and distributions will be automatically reinvested in
your account at net asset value unless you elect otherwise. Any check in payment
of dividends or other distributions which cannot be delivered by the United
States Post Office or which remains uncashed for a period of more than one year
may be reinvested in your 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 choose the MoneyLine Direct Deposit Service
and have such payments transferred from your Fund account to your predesignated
bank account. This service is not available for certain retirement plans. See
MoneyLine Direct Deposit Service under The Delaware Difference for more
information about this service.

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<PAGE>

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 those investors who are subject
to income taxes 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
the Fund and any other fund in the Delaware Group. 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.

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

Each year, the Fund will mail to you information on the tax status of
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.

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<PAGE>

withholding requirement by certifying on your Investment Application your proper
Taxpayer Identification Number and by certifying that you are not subject to
backup withholding.

-32-

<PAGE>

NET ASSET VALUE PER SHARE

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

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

See Part B for additional information.

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<PAGE>

MANAGEMENT OF THE FUND

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

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

The Manager manages the Fund's portfolio, makes investment decisions
and implements them. The Manager also administers the Fund's affairs and pays
the Fund's rent and the salaries of all the directors, officers and employees of
the Fund who are affiliated with the Manager. For these services, under the
Fund's Investment Management Agreement, the Manager is paid an annual fee
equal to 0.5% on the first $500 million of average daily net assets of the Fund,
0.475% on the next $250 million, 0.45% on the next $250 million, 0.425% on the
next $250 million, 0.375% on the next $250 million, 0.325% on the next $250
million, 0.3% on the next $250 million and 0.275% 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. For the fiscal year ended March 31, 1997, investment
management fees paid by the Fund were 0.49% of average daily net assets.

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 shares of funds in the Delaware Group of
funds in placing portfolio orders, and may place orders with broker/dealers that
have agreed to defray certain expenses of such funds, such as custodian fees.

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<PAGE>

Performance Information
From time to time, the Fund may publish the "yield" and "effective
yield" for Class B Shares and Class C Shares. Both yield figures are based on
historical earnings and are not intended to indicate future performance. The
"yield" of Class B Shares and Class C Shares refers to the income generated by
an investment in the Class over a specified seven-day period. This income is
then "annualized," which means the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period and
is shown as a percentage of the investment. The "effective yield" is calculated
in a similar manner but, when annualized, the income earned by an investment in
Class B Shares or Class C Shares is assumed to be reinvested. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment. Yield fluctuates and is not guaranteed.

The Fund may also publish aggregate and average annual total return
information concerning Class B Shares and Class C Shares which will reflect the
compounded rate of return of an investment in the Class over a specified period
of time and will assume the reinvestment of all distributions at net asset value
and the deduction of any applicable CDSC at the end of the relevant period. In
addition, the Fund may present total return information that does not reflect
the deduction of any applicable CDSC. In this case, such total return would be
more favorable than total return information which includes deductions of any
applicable CDSC. Past performance is not a guarantee of future results.

Distribution (12b-1) and Service
The Distributor, Delaware Distributors, L.P., serves as the national
distributor for the Fund's shares under a Distribution Agreement with the Fund
dated April 3, 1995, as amended on November 29, 1995.

The Fund has adopted a separate distribution plan under Rule 12b-1 for
each of the Class B Shares and the Class C Shares (the "Plans"). The Plans
permit the Fund to pay the Distributor from assets of the respective Classes a
monthly fee for its services and expenses in distributing and promoting sales of
shares. These expenses include, among other things, preparing and distributing
advertisements, sales literature, and prospectuses and reports used for sales
purposes, compensating sales and marketing personnel, holding special promotions
for specified periods of time, and paying distribution and maintenance fees to
brokers, dealers and others. In connection with the promotion of shares of the
Classes, the Distributor may, from time to time, pay to participate in
dealer-sponsored seminars and conferences, and reimburse dealers for expenses
incurred in connection with preapproved seminars, conferences and advertising.
The Distributor may pay or allow additional promotional incentives to dealers as
part of preapproved sales contests and/or to dealers who provide extra training
and information concerning Class B Shares or Class C Shares and increase sales
of such shares. In addition, the Fund may make payments from the 12b-1 Plan fees
of its respective Classes directly to others, such as banks, who aid in the
distribution of Class shares or provide services in respect of a Class, pursuant
to service agreements with the Fund.

The 12b-1 Plan expenses relating to each of the Class B Shares and the
Class C Shares are also used to pay the Distributor for advancing the commission
costs to dealers with respect to the initial sale of such shares.

The aggregate fees paid by the Fund from the assets of the respective
Classes to the Distributor and others under the Plans may not exceed 1% (0.25%
of which are service fees to be paid by the Fund to the Distributor, dealers and
others, for providing personal service and/or maintaining shareholder accounts)
of each of the Class B Shares' and the Class C Shares' average daily net assets
in any year. Class B Shares and Class C Shares will not incur any distribution
expenses beyond these limits which may not be increased without shareholder
approval.

The Fund has also adopted a plan under Rule 12b-1 for Consultant Class
Shares. The aggregate fees paid by the Fund from the Consultant Class Shares'
assets to the Distributor and others under such plan may not exceed

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<PAGE>

0.30% of such Class' average daily net assets in any year. Consultant Class
Shares will not incur any distribution expenses beyond this limit, which may not
be increased without shareholder approval. The Board of Directors has set the
current fee for Consultant Class Shares at 0.25% of average daily net assets.

While payments pursuant to the Plans may not exceed (i) 1% annually
with respect to Class B Shares and Class C Shares, and (ii) 0.30% annually with
respect to Consultant Class Shares, the Plans do not limit fees to amounts
actually expended by the Distributor. It is therefore possible that the
Distributor may realize a profit in any particular year. However, the
Distributor currently expects that its distribution expenses will likely equal
or exceed payments to it under the Plans. The Distributor may, however, incur
additional expenses and make additional payments to dealers from its own
resources to promote the distribution of shares of the Classes. The monthly
fees paid to the Distributor under the Plans are subject to the review and
approval of the Fund's unaffiliated directors, who may reduce the fee or
terminate the Plans at any time.

The Plans do not apply to Class A Shares. Such shares are not
included in calculating the expenses under the Plans, and the Plans are not used
to assist in the distribution and marketing of Class A Shares.

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. For the fiscal
year ended March 31, 1997, the ratio of expenses to average daily net assets of
each Class was 1.88% and each reflects the impact of its 12b-1 Plan.

All Fund shares have noncumulative voting rights which means that the
holders of more than 50% of the Fund's shares voting for the election of
directors can elect 100% of the directors if they choose to do so. Under
Maryland law, the Fund is not required, and does not intend, to hold annual
meetings of shareholders unless, under certain circumstances, it is required to
do so under the 1940 Act. Shareholders of 10% or more of the Fund's outstanding
shares may request that a special meeting be called to consider the removal of a
director.

In addition to Class B and Class C Shares, the Fund also offers Class
A Shares and Consultant Class Shares. Shares of each class represent
proportionate interests in the assets of the Fund and have the same voting and
other rights and preferences as the other classes of shares of the Fund, except
that Class A Shares are not subject to, and may not vote on matters affecting,
the Distribution Plans under Rule 12b-1 relating to Class

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<PAGE>

B Shares, Class C Shares and Consultant Class Shares. Similarly, as a general
matter, shareholders of Class B Shares, Class C Shares and Consultant Class
Shares may vote only on matters affecting the 12b-1 Plan that relates to the
class of shares that they hold. However, Class B Shares may vote on any proposal
to increase materially the fees to be paid by the Fund under the 12b-1 Plan
relating to Consultant Class Shares.

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

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<PAGE>

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,
ACCOUNTING SERVICES
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
One Commerce Square
Philadelphia, PA 19103

INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103

CUSTODIAN
Bankers Trust Company
One Bankers Trust Plaza
New York, NY 10006

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

DELAWARE CASH RESERVE

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

B CLASS
- ---------------------------------------------------------

C CLASS
- ---------------------------------------------------------

P R O S P E C T U S

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

MAY 30, 1997

<PAGE>
DELAWARE
GROUP
---------

DELAWARE CASH RESERVE PROSPECTUS
CONSULTANT CLASS SHARES MAY 30, 1997

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

1818 Market Street, Philadelphia, PA 19103

For Prospectus and Performance: Nationwide 800-523-4640

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

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

Representatives of Financial Institutions: Nationwide 800-659-2265

This Prospectus describes shares of the Delaware Cash Reserve
Consultant Class ("Consultant Class Shares") of Delaware Group Cash Reserve,
Inc. (the "Fund"), a professionally-managed mutual fund. The Fund's objective
is to seek maximum current income while preserving principal and maintaining
liquidity. The Fund is a money market fund and intends to achieve its objective
by investing its assets in a diversified portfolio of money market instruments.

Consultant Class Shares have no front-end or contingent deferred
sales charges, but are subject to annual 12b-1 Plan distribution expenses.
Consultant Class Shares are available for sale through broker/dealers, financial
institutions and other entities that have a dealer agreement with the Fund's
Distributor or a service agreement with the Fund. See Buying Shares. While the
Fund will make every effort to maintain a stable net asset value of $1.00 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.

This Prospectus relates only to Consultant Class Shares and sets forth
information that you should read and consider before you invest. Please retain
it for future reference. The Fund's Statement of Additional Information ("Part
B" of the Fund's registration statement), dated May 30, 1997, 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 Delaware Cash Reserve A Class ("Class A Shares"),
Delaware Cash Reserve B Class ("Class B Shares") and Delaware Cash Reserve C
Class ("Class C Shares"). Shares of those classes may have sales charges and
other expenses, which may affect their performance. A prospectus for Class A
Shares and a prospectus for Class B and Class C Shares can be obtained by
writing to Delaware Distributors, L.P. at the above address or by calling the
above number.

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TABLE OF CONTENTS

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<PAGE>

SYNOPSIS

Investment Manager, Distributor and Service Agent
Delaware Management Company, Inc. (the "Manager") furnishes investment
management services to the Fund, subject to the supervision and direction of the
Fund's Board of Directors. The Manager also provides investment management
services to certain of 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, accounting services and transfer agent for the Fund and for all of
the other mutual funds in the Delaware Group. See Summary of Expenses and
Management of the Fund for further information regarding the Manager and the
fees payable under the Fund's Investment Management Agreement.

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
Generally, the minimum initial investment for Consultant Class Shares
is $1,000. Subsequent investments generally must be at least $100. The minimum
purchase amounts for retirement plans may vary. See Buying Shares.

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

-3-

<PAGE>

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............................................ 0.39%
-----

Total Operating Expenses....................................... 1.13%
=====

*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.

For expense information about Class A Shares, Class B Shares and
Class C Shares, see the separate prospectuses relating to 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
------ ------- ------- --------
$12 $36 $62 $137

-4-

<PAGE>

The purpose of the above tables is to assist the investor in
understanding the various costs and expenses that an investor in Consultant
Class Shares will bear directly or indirectly.

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.

-5-

<PAGE>

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

FINANCIAL HIGHLIGHTS

-6-

<PAGE>

Year Ended
3/31/97 3/31/96 3/31/95 3/31/94 3/31/93 3/31/92 3/31/91 3/29/90
<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..................... 0.0427 0.0465 0.0369 0.0202 0.0259 0.0476 0.0702 0.0795
------ ------ ------ ------ ------ ------ ------ ------

Total From Investment Operations.... 0.0427 0.0465 0.0369 0.0202 0.0259 0.0476 0.0702 0.0795
------ ------ ------ ------ ------ ------ ------ ------

Less Distributions
Dividends (from net investment income).... (0.0427) (0.0465) (0.0369) (0.0202) (0.0259) (0.0476) (0.0702) (0.0795)
------ ------ ------ ------ ------ ------ ------ ------

Total Distributions................ (0.0427) (0.0465) (0.0369) (0.0202) (0.0259) (0.0476) (0.0702) (0.0795)
------ ------ ------ ------ ------ ------ ------ ------

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

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

Total Return.............................. 4.36% 4.75% 3.75% 2.04% 2.62% 4.87% 7.25% 8.24%

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

Ratios/Supplemental Data

Net Assets, End of Period (000's
omitted)............................... $23,468 $20,344 $18,386 $22,561 $13,191 $26,183 $27,581 $26,350

Ratio of Expenses to Average Daily
Net Assets............................. 1.13% 1.20% 1.26% 1.25% 1.15% 1.06% 1.03% 1.07%

Ratio of Net Investment Income to
Average Daily Net Assets............ 4.27% 4.65% 3.66% 2.02% 2.63% 4.79% 6.99% 7.95%

</TABLE>

[BROKEN TABLE]
<PAGE>
<TABLE>
<CAPTION>
Period
3/10/88(1)
through
3/30/89 3/31/88
<S> <C> <C>
Net Asset Value, Beginning of Period(2)... $1.0000 $1.0000

Income From Investment Operations
Net Investment Income..................... 0.0705 0.0035
------ ------

Total From Investment Operations.... 0.0705 0.0035
------ ------

Less Distributions
Dividends (from net investment income).... (0.0705) (0.0035)
------ ------

Total Distributions................ (0.0705) (0.0035)
------ ------

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

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

Total Return.............................. 7.28% 5.91%

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

Ratios/Supplemental Data

Net Assets, End of Period (000's
omitted)............................... $13,841 $301

Ratio of Expenses to Average Daily
Net Assets............................. 1.15% (1)

Ratio of Net Investment Income to
Average Daily Net Assets............ 7.07% (1)

</TABLE>

- ---------------------------
(1) March 10, 1988 was the date of 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>

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.

Consultant Class Shares of the Fund are available through brokers,
financial planners, financial institutions and other entities that have a dealer
agreement with the Fund's Distributor or a service agreement with the Fund.
Consultant Class Shares may be suitable for investors who desire the additional
investment and administrative services provided by such financial professionals.

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 Standard
and Poor's Ratings Group ("S&P") and P-2 or better by Moody's Investors Service,
Inc. ("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.

-7-

<PAGE>

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.

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, 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). 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.

-8-

<PAGE>

investments in such securities, the Manager will determine what action to take
to ensure that the Fund continues to adhere to such limitation.

Part B provides more information on the Fund's investment policies and
restrictions.

-9-

<PAGE>

THE DELAWARE DIFFERENCE

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

SHAREHOLDER PHONE DIRECTORY

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

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

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

Performance Information
You can call the Investor Information Center at any time for current
yield information. Yield 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 Delaware Group's Shareholder
Service Center. Our representatives can answer any questions about your account,
various service features, the Fund and other funds in the Delaware Group.

-10-

<PAGE>

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

For more information, see Dividend Reinvestment Plan under Buying Shares
- - Additional Methods of Adding to Your Investment or call the Shareholder
Service Center.

MoneyLine Direct Deposit Service
If you elect to have your dividends and distributions paid in cash and
such dividends and distributions are in an amount of $25 or more, you may choose
the MoneyLine Direct Deposit Service and have such payments transferred from
your Fund account to your predesignated bank account. See Dividends and
Distributions. In addition, you may elect to have your Systematic Withdrawal
Plan payments transferred from your Fund account to your predesignated bank
account through this service. See Systematic Withdrawal Plans under Redemption
and Exchange. Your funds will normally be credited to your bank account two
business days after the payment date. There are no fees for this service. You
can initiate the MoneyLine Direct Deposit Service by completing an Authorization
Agreement. If your name and address are not identical to the name and address on
your Fund account, you must have your signature guaranteed. The MoneyLine Direct
Deposit Service is not available for certain retirement plans.

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. For
additional information on exchanges, see Investing by Exchange under Buying
Shares, and Redemption and Exchange.

Wealth Builder Option
You may elect to invest in the Fund through regular liquidations of
shares in your accounts 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 Fund shares. See Additional Methods of Adding
to Your Investment - Wealth Builder Option and Investing by Exchange under
Buying Shares, and Redemption and Exchange.

-11-

<PAGE>

-12-

<PAGE>

RETIREMENT PLANNING

Consultant Class Shares are suitable for tax-deferred retirement
plans. Retirement plans may be subject to plan establishment fees, annual
maintenance fees and/or other administrative or trustee fees. Fees are based
upon the number of participants in the plan as well as the services selected.
Additional information about fees is included in retirement plan materials. Fees
are quoted upon request.

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. 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.

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 401(k) Defined Contribution Plan
Permits employers to establish a tax-qualified plan based on salary
deferral contributions.

-13-

<PAGE>

SIMPLE 401(k)
A SIMPLE 401(k) is like a regular 401(k) except that plan sponsors are
limited to 100 employees and, in exchange for mandatory contributions,
discrimination testing is no longer required.

-14-

<PAGE>

BUYING SHARES

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.

Purchase Amounts
Generally, the minimum initial purchase is $1,000 for Consultant Class
Shares. Subsequent purchases generally must be at least $100. For purchases
under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act or
through an Automatic Investing Plan, there is a minimum initial purchase of $250
and a minimum subsequent purchase of $25. Minimum purchase requirements do not
apply to retirement plans other than IRAs for which there is a minimum initial
purchase of $250, and a minimum subsequent purchase of $25, regardless of which
class is selected. All purchases are at net asset value. There is no front-end
or contingent deferred sales charge.

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

2. Subsequent Purchases--Additional purchases may be made at any time by mailing
a check payable to Delaware Cash Reserve 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. Use of this investment
slip can help expedite processing of your check when making additional
purchases. Your investment may be delayed if you send additional purchases by
certified mail.

Investing by Wire
You may purchase shares by requesting your bank to transmit funds by wire
to CoreStates Bank, N.A., ABA #031000011, account number 1412893401 (include
your name(s) and account number for the Class).

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

-15-

<PAGE>

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
shares of the Fund. Class B Shares and Class C Shares of the Fund and Class B
Shares and Class C Shares of the other funds in the Delaware Group which offer
such classes of shares may not be exchanged into Consultant Class Shares. If you
wish to open an account by exchange, call the Shareholder Service Center for
more information. All exchanges are subject to the eligibility and minimum
purchase requirements set forth in each fund's prospectus. See Redemption and
Exchange for more complete information concerning your exchange privileges.

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

* * *

3. Wealth Builder Option
You can use our Wealth Builder Option to invest in the Fund through
regular liquidations of shares in your accounts in other funds in the Delaware
Group. You may also elect to invest in other mutual funds in the Delaware Group
through the Wealth Builder Option through regular liquidations of shares in your
Fund account.

-16-

<PAGE>

that you select. All investments under this option are exchanges and are
therefore subject to the same conditions and limitations as other exchanges
noted above. You can terminate your participation at any time by giving written
notice to the fund from which the exchanges are made. See Redemption and
Exchange.

4. Dividend Reinvestment Plan
You can elect to have your distributions (dividend income or other
distributions) paid to you by check or reinvested in your account without a
sales charge or you may be permitted to reinvest your distributions in certain
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 Consultant Class Shares may not be invested in Class B Shares
or Class C Shares of the Fund or any other Class B Shares or Class C Shares of
the funds in the Delaware Group which offer such a class of shares. For more
information about reinvestments in shares of other funds in the Delaware Group,
call the Shareholder Service Center.

Distributions and/or dividends for participants in the following
retirement plans are automatically reinvested in the same Delaware Group fund:
SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k), Profit Sharing and Money Purchase
Pension Plans, 401(k) Defined Contribution Plans, or 403(b)(7) or 457 Deferred
Compensation Plans.

-17-

<PAGE>

Investors will receive a customized quarterly Strategy Report summarizing
all Delaware Group Asset Planner investment performance and account activity
during the prior period. Confirmation statements will be sent following all
transactions other than those involving a reinvestment of distributions.

Purchase Price and Effective Date
The offering price (net asset value) of 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 the Exchange is open.

Your purchase begins earning dividends the next business day after
becoming effective. See Dividends and Distributions for additional information.

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

Class A Shares, Class B Shares and Class C Shares
In addition to offering Consultant Class Shares, the Fund also offers
Class A Shares, Class B Shares and Class C Shares, which are described in
separate prospectuses. 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

-18-

<PAGE>

expenses. Class B Shares and Class C Shares are available for sale through
brokers, financial institutions and other entities which have a dealer agreement
with the Fund's Distributor or a service agreement with the Fund. Class B Shares
and Class C Shares have no front-end sales charge, are subject to annual 12b-1
expenses equal to a maximum of 1% (0.25% of which are service fees paid to the
Distributor, dealers and others) and are also subject to a contingent deferred
sales charge upon redemption. To obtain a prospectus which describes Class A
Shares, Class B Shares or Class C Shares, contact the Distributor by calling the
phone numbers listed on the back cover of this Prospectus.

-19-

<PAGE>

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 of shares constitute taxable events. See Taxes. All exchanges are
subject to the eligibility and minimum purchase requirements set forth in each
fund's prospectus. Any applicable front-end sales charge will apply to exchanges
from this Fund, and any other money market fund, to other funds, except for
exchanges involving assets that were previously invested in a fund with a
front-end sales charge and/or resulted from the reinvestment of dividends.
Consultant Class Shares may not be exchanged for Class B Shares or Class C
Shares. Shares acquired in an exchange must be registered in the state where the
acquiring shareholder resides. You may want to consult your financial adviser
or investment dealer to discuss which funds in the Delaware Group will best meet
your changing objectives and the consequence of any exchange transaction. You
may also call the Delaware Group directly for fund information.

Except as noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. For exchange requests, you must
also provide the name of the fund you want to receive the proceeds. Exchange
instructions and redemption requests must be signed by the record owner(s)
exactly as the shares are registered. You may request a redemption or an
exchange by calling the Shareholder Service Center at 800-523-1918. The Fund
issues certificates for shares only if you submit a specific request. Any
certificates that have been issued for shares you wish to redeem or exchange
must accompany your order. The Fund may suspend, terminate or amend the terms of
the exchange privilege upon 60 days' written notice to shareholders.

-20-

<PAGE>

All authorizations given by shareholders including selection of any of
the features described below, shall continue in effect until such time as a
written revocation or modification has been received by the Fund or its agent.

Class A Shares of Delaware Group funds that carry a front-end sales
charge will be subject to a limited 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 Consultant Class Shares of the Fund without the
imposition of the Limited CDSC at the time of the exchange. However, upon
subsequent redemption from Consultant Class 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 Consultant Class Shares. Shareholders will be
given credit for the period during which Consultant Class 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.

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.

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.

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.

-21-

<PAGE>

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.

The Telephone Redemption--Check to Your Address of Record service and the
Telephone Exchange service, both of which are described below, are automatically
provided unless you notify the Fund in writing that you do not wish to have such
services available with respect to your account. The Fund reserves the right to
modify, terminate or suspend these procedures upon 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 its 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, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

Telephone Redemption--Check to Your Address of Record
The Telephone Redemption feature is a quick and easy method to redeem
shares. You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be payable
to the shareholder(s) of record. Payment is normally mailed the next business
day after receipt of the redemption request. This service is only available to
individual, joint, and individual fiduciary-type accounts.

-22-

<PAGE>

For more information on Systematic Withdrawal Plans, call the
Shareholder Service Center.

-23-

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

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.

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 Class B Shares and Class C Shares will be lower than the per
share dividends and distributions on Class A Shares and Consultant Class Shares
as a result of the higher expenses under the 12b-1 Plan relating to Class B
Shares and Class C Shares; and (ii) the per share dividends and distributions on
Class B Shares, Class C Shares and Consultant Class Shares will be lower than
the per share dividends and distributions on Class A Shares as such Class will
not incur any expenses under the 12b-1 Plans. See Class A Shares, Class B Shares
and Class C Shares under Buying Shares, and Distribution (12b-1) and Service
under Management of the Fund. For the seven-day period ended March 31, 1997, the
annualized current yield of Consultant Class Shares was 4.44% and the compounded
effective yield was 4.53%.

Short-term capital gains distributions may be paid with the daily
dividend; otherwise, they will be distributed annually during the first quarter
following the close of the fiscal year.

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 United States Post Office
or which remains uncashed for a period of more than one year may be reinvested
in your 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 choose the MoneyLine Direct Deposit Service and have such
payments transferred from your Fund account to your predesignated bank account.
This service is not available for certain retirement plans. See MoneyLine Direct
Deposit Service under The Delaware Difference for more information about this
service.

-24-

<PAGE>

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 those investors who are subject
to income taxes 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.

Each year, the Fund will mail to you information on the tax status of the
dividends and distributions. Shareholders will also receive each year
information as to the portion of dividend income 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.

<PAGE>

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 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 the Exchange is open.

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

See Part B for additional information.

-26-

<PAGE>

MANAGEMENT OF THE FUND

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

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

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.

-27-

<PAGE>

Performance Information
From time to time, the Fund may publish the "yield" and "effective yield"
for Consultant Class Shares. Both yield figures are based on historical
earnings and are not intended to indicate future performance. The "yield" of
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 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. Yield fluctuates and is not guaranteed.

Distribution (12b-1) and Service
The Distributor, Delaware Distributors, L.P. serves as the national
distributor for the Fund's shares under a Distribution Agreement with the Fund
dated April 3, 1995, as amended on November 29, 1995.

The Fund has adopted a distribution plan under Rule 12b-1 (the "Plan")
for Consultant Class Shares which permits the Fund to pay the Distributor from
the assets of this Class a monthly fee for its services and expenses in
distributing and promoting sales of Consultant Class 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 Consultant Class Shares and increase
sales of the Class. In addition, the Fund may make payments from Consultant
Class Shares 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 0.25% continuing trail fee by the Distributor from
12b-1 Plan payments of Consultant Class Shares 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 0.30% 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 Consultant Class
Shares at 0.25% of average daily net assets.

While Plan payments may not exceed 0.30% 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
Distributor may, however, incur additional expenses and make additional payments
to dealers from its own resources to promote the distribution of Consultant
Class Shares.

-28-

<PAGE>

The Plan does not apply to Class A Shares, Class B Shares or Class C
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,
Class B Shares or Class C Shares.

The National Association of Securities Dealers, Inc. has adopted Rules
of Fair Practice, as amended, relating to investment company sales charges. The
Fund and the Distributor intend to operate in compliance with these rules.

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. For the
fiscal year ended March 31, 1997, the Consultant Class Shares' ratio of expenses
to average daily net assets was 1.13%. The expense ratio of the Consultant
Class Shares reflects the impact of the 12b-1 Plan.

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

Cash Reserve Consultant Class is known as Delaware Cash Reserve
Consultant Class. From November 1992 to May 1994, Delaware Cash Reserve
Consultant Class was known as the Delaware Cash Reserve

-29-

<PAGE>

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

-30-

<PAGE>

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 ,
ACCOUNTING SERVICES
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
One Commerce Square
Philadelphia, PA 19103

INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103

CUSTODIAN
Bankers Trust Company
One Bankers Trust Plaza
New York, NY 10006

<PAGE>

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

DELAWARE CASH RESERVE

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

CONSULTANT CLASS

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

No Sales Charge

P R O S P E C T U S

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

MAY 30, 1997

DELAWARE
GROUP
--------

<PAGE>

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

PART B--STATEMENT OF ADDITIONAL INFORMATION
MAY 30, 1997
- --------------------------------------------------------------------------------

DELAWARE GROUP CASH RESERVE, INC.
- --------------------------------------------------------------------------------
1818 Market Street
Philadelphia, PA 19103
- --------------------------------------------------------------------------------

For Prospectus and Performance: Nationwide 800-523-4640

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

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

TABLE OF CONTENTS

- --------------------------------------------------------------------------------
Cover Page 1
- --------------------------------------------------------------------------------
Investment Objective and Policy 3
- --------------------------------------------------------------------------------
Performance Information
- --------------------------------------------------------------------------------
Trading Practices
- --------------------------------------------------------------------------------
Purchasing Shares
- --------------------------------------------------------------------------------
Retirement Plans
- --------------------------------------------------------------------------------
Offering Price
- --------------------------------------------------------------------------------
Redemption
- --------------------------------------------------------------------------------
Dividends and Realized Securities Profits Distributions
- --------------------------------------------------------------------------------
Taxes
- --------------------------------------------------------------------------------
Investment Management Agreement
- --------------------------------------------------------------------------------
Officers and Directors
- --------------------------------------------------------------------------------
Exchange Privilege
- --------------------------------------------------------------------------------
General Information
- --------------------------------------------------------------------------------
Appendix A--Description of Ratings
- --------------------------------------------------------------------------------
Appendix B--IRA Information
- --------------------------------------------------------------------------------
Financial Statements
- --------------------------------------------------------------------------------

--1-

<PAGE>

Delaware Group Cash Reserve, Inc. (the "Fund") is a
professionally-managed mutual fund. This Statement of Additional Information
("Part B" of the Fund's registration statement) describes Delaware Cash Reserve
A Class (the "Class A Shares"), Delaware Cash Reserve Consultant Class (the
"Consultant Class Shares"), Delaware Cash Reserve B Class (the "Class B Shares")
and Delaware Cash Reserve C Class (the "Class C Shares") (individually, a
"Class" and collectively, the "Classes").

Shares of each Class are purchased at net asset value, without a
front-end sales charge. Class A Shares are not subject to annual 12b-1 Plan
expenses; Consultant Class Shares are subject to annual 12b-1 Plan expenses of
up to 0.30% (currently, no more than 0.25% of average daily net assets as set by
the Fund's Board of Directors) which are assessed against Consultant Class
Shares for the life of the investment; 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 of up to 1% for
approximately eight years after purchase; and Class C Shares are subject to a
CDSC which may be imposed on redemptions made within 12 months of purchase and
annual 12b-1 Plan expenses of up to 1% which are assessed against Class C Shares
for the life of the investment. At the end of approximately eight years after
purchase, Class B Shares will be automatically converted into Consultant Class
Shares. See Automatic Conversion of Class B Shares in the Prospectus for that
Class. Such conversion will constitute a tax-free exchange for federal income
tax purposes. See Taxes in the Prospectus for Class B Shares.

This Part B supplements the information contained in the current
Prospectus for Class B Shares and Class C Shares dated May 30, 1997, and the
current Prospectus for each of the Class A Shares and Consultant Class Shares
dated May 30, 1997, as they may be amended from time to time. Part B 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. A prospectus relating to Class B and Class C Shares, a prospectus
relating to Class A Shares and a prospectus relating to Consultant Class Shares
may be obtained by writing or calling your investment dealer or by contacting
the Fund's national distributor, Delaware Distributors, L.P. (the
"Distributor"), 1818 Market Street, Philadelphia, PA 19103.

-2-

<PAGE>

INVESTMENT OBJECTIVE AND POLICY

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

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

The Fund maintains its net asset value at $1.00 per share by valuing
its securities on an amortized cost basis. See Offering Price. The Fund
maintains a dollar-weighted average portfolio maturity of not more than 90 days
and does not purchase any issue having a remaining maturity of more than 13
months. In addition, the Fund limits its investments, including repurchase
agreements, to those instruments which the Board of Directors determines present
minimal credit risks and which are of high quality. The Fund may sell portfolio
securities prior to maturity in order to realize gains or losses or to shorten
the average maturity if it deems such actions appropriate to maintain a stable
net asset value per share. While the Fund will make every effort to maintain a
fixed net asset value of $1.00 per share, there can be no assurance that this
objective will be achieved.

While the Fund intends to hold its investments until maturity when they
will be redeemable at their full principal value plus accrued interest, attempts
may be made from time to time to increase its yield by trading to take advantage
of market variations. Also, revised evaluations of the issuer or redemptions by
shareholders of the Fund may cause sales of portfolio investments prior to
maturity or at times when such sales might otherwise not be desirable. The
Fund's right to borrow to make redemption payments may reduce, but does not
guarantee a reduction in, the need for such sales. The Fund will not purchase
new securities while any borrowings are outstanding. See Taxes for the effect of
any capital gains distributions.

A shareholder's rate of return will vary with the general interest rate
levels applicable to the money market instruments in which the Fund invests. In
the event of an increase in current interest rates or a national credit crisis,
or if one or more of the issuers became insolvent prior to the maturity of the
instruments, principal values could be adversely affected. Investments in
obligations of foreign banks and of overseas branches of U.S. banks may be
subject to less stringent regulations and different risks than those of U.S.
domestic banks. The rate of return and the net asset value will be affected by
such other factors as sales of portfolio securities prior to maturity and the
Fund's operating expenses.

-3-

<PAGE>

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 buy only short-term instruments of banks in nations where
these risks are minimal. The Fund will consider these factors along with other
appropriate factors in making an investment decision to acquire such obligations
and will only acquire those which, in the opinion of management, are of an
investment quality comparable to other debt securities bought by the Fund. In
addition, the Fund is subject to certain maturity, quality and diversification
conditions applicable to taxable money market funds. Thus, if a bank obligation
or, as relevant, its issuer is considered to be rated at the time of the
proposed purchase it or, as relevant, its issuer must be rated in one of the two
highest rating categories by at least two nationally-recognized statistical
rating organizations or, if such security or, as relevant, its issuer is not so
rated, the purchase of the security must be approved or ratified by the Board of
Directors in accordance with the maturity, quality and diversification
conditions with which taxable money market funds must comply.

4. Commercial Paper--The Fund may invest in short-term promissory notes
issued by corporations. If a security or, as relevant, its issuer is considered
to be rated at the time of the proposed purchase it or, as relevant, its issuer
must be rated in one of the two highest rating categories (e.g., A-2 or better
by Standard & Poor's Ratings Group ("S&P") and P-2 or better by Moody's
Investors Service, Inc. ("Moody's")) by at least two nationally-recognized
statistical rating organizations approved by the Board of Directors or, if such
security is not so rated, the purchase of the security must be approved or
ratified by the Board of Directors in accordance with the maturity, quality and
diversification conditions with which taxable money market funds must comply.

5. Short-term Corporate Debt--The Fund may invest in corporate notes,
bonds and debentures. If a security or, as relevant, its issuer is considered to
be rated at the time of the proposed purchase it or, as relevant, its issuer
must be rated in one of the two highest rating categories (e.g., AA or better by
S&P and

-4-

<PAGE>

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.

Asset-Backed Securities
The Fund may also invest in securities which are backed by assets such
as receivables on home equity loans, credit card loans, and automobile, mobile
home and recreational vehicle loans, wholesale dealer floor plans and leases.
All such securities must be rated in the highest rating category by a reputable
credit rating agency (e.g., AAA by S&P or Aaa by Moody's). The credit quality of
most asset-backed securities depends primarily on the credit quality of the
assets underlying such securities, how well the entities issuing the securities
are insulated from the credit risk of the originator or affiliated entities, and
the amount of credit support provided to the securities. Such receivables are
securitized in either a pass-through or a pay-through structure. Pass-through
securities provide investors with an income stream consisting of both principal
and interest payments in respect of the receivables in the underlying pool. Pay-
through securities are debt obligations issued usually by a special purpose
entity, which are collateralized by the various receivables and in which the
payments on the underlying receivables provide the funds to pay the debt service
on the debt obligations issued. The Fund may invest in these and other types of
asset-backed securities that may be developed in the future. It is the Fund's
current policy to limit asset-backed investments to those represented by
interests in credit card loans, wholesale dealer floor plans, home equity loans
and automobile loans.

-5-
<PAGE>

The rate of principal payment on asset-backed securities generally
depends upon the rate of principal payments received on the underlying assets.
Such rate of payments may be affected by economic and various other factors such
as changes in interest rates. Therefore, the yield may be difficult to predict
and actual yield to maturity may be more or less than the anticipated yield to
maturity. Such asset-backed securities also involve certain other risks,
including the risk that security interests cannot be adequately or in many
cases, ever, established. In addition, with respect to credit card loans, a
number of state and federal consumer credit laws give debtors the right to set
off certain amounts owed on the credit cards, thereby reducing the outstanding
balance. In the case of automobile loans, there is a risk that the holders may
not have either a proper or first security interest in all of the obligations
backing the receivables due to the large number of vehicles involved in a
typical issuance and technical requirements under state laws. Therefore,
recoveries on repossessed collateral may not always be available to support
payments on the securities.

Asset-backed securities are often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors on underlying assets to make payments, such
securities may have credit support supplied by a third party or derived from the
structure of the transaction. Such credit support falls into two categories: (i)
liquidity protection, and (ii) protection against losses resulting from ultimate
default by an obligor on the underlying assets.

Liquidity protection refers to the provision of advances, generally by
the entity administering the pool of assets, to ensure that the receipt of
payments due on the underlying pool is timely. Protection against losses
resulting from ultimate default enhances the likelihood of payments of the
obligations on at least some of the assets in the pool. Such protection may be
provided through guarantees, insurance policies or letters of credit obtained by
the issuer or sponsor from third parties, through various means of structuring
the transaction or through a combination of such approaches. The Fund will not
pay any additional fees for such credit support, although the existence of
credit support may increase the price of a security.

Examples of credit support arising out of the structure of the
transaction include "senior-subordinated securities" (multiple class securities
with one or more classes subordinate to other classes as to the payment of
principal thereof and interest thereon, with the result that defaults on the
underlying assets are borne first by the holders of the subordinated class),
creation of "reserve funds" (where cash or investments, sometimes funded from a
portion of the payments on the underlying assets, are held in reserve against
future losses) and "over-collateralization" (where the scheduled payments on, or
the principal amount of, the underlying assets exceeds that required to make
payments of the securities and pay any servicing or other fees). The degree of
credit support provided for each issue is generally based on historical
information respecting the level of credit 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 which 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.

-6-
<PAGE>

2. Borrow money in excess of one-third of the value of its net assets
and then only as a temporary measure for extraordinary purposes or to facilitate
redemptions. The Fund has no intention of increasing its net income through
borrowing. Any borrowing will be done from a bank and to the extent that such
borrowing exceeds 5% of the value of the Fund's net assets, asset coverage of at
least 300% is required. In the event that such asset coverage shall at any time
fall below 300%, the Fund shall, within three days thereafter (not including
Sunday or holidays) or such longer period as the Securities and Exchange
Commission may prescribe by rules and regulations, reduce the amount of its
borrowings to such an extent that the asset coverage of such borrowings shall be
at least 300%. The Fund will not pledge more than 10% of its net assets. The
Fund will not issue senior securities as defined in the Investment Company Act
of 1940 (the "1940 Act"), except for notes to banks.

3. Sell securities short or purchase securities on margin.

4. Write or purchase put or call options.

5. Underwrite the securities of other issuers, except that the Fund may
acquire portfolio securities under circumstances where, if the securities are
later publicly offered or sold by the Fund, it might be deemed an underwriter
for purposes of the Securities Act of 1933 (the "1933 Act"). 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.

-7-
<PAGE>

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 without approval by the holders of a majority of the
outstanding voting securities of the Fund. 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.

(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.

-8-
<PAGE>

PERFORMANCE INFORMATION

For the seven-day period ended March 31, 1997, the annualized current
yield of Class A Shares, Class B Shares, Class C Shares and Consultant Class
Shares was 4.69%, 3.69%, 3.69% and 4.44%, respectively, and the compounded
effective yield was 4.80%, 3.75%, 3.75% and 4.53%, respectively. These yields
will fluctuate daily as income earned fluctuates. On this date, the weighted
average portfolio maturity was 42 days for each Class. The current yield of
Class A Shares is expected to be higher than that of Consultant Class Shares,
Class B Shares and Class C Shares because Class A Shares are not subject to the
maximum aggregate expenses under the Fund's 12b-1 Plans of up to 0.30% for
Consultant Class Shares and up to 1% for each of the Class B Shares and Class C
Shares. See Plans Under Rule 12b-1 for Consultant Class Shares, Class B Shares
and Class C Shares.

Shareholders and prospective investors will be interested in learning
from time to time the current and the effective compounded yield of a Class of
shares. As explained under Dividends and Realized Securities Profits
Distributions, dividends are declared daily from net investment income. In order
to determine the current return, yield is calculated as follows:

The calculation begins with the value of a hypothetical account of one
share at the beginning of a seven-day period; this is compared with the value of
that same account at the end of the same period (including shares purchased for
the account with dividends earned during the period). The net change in the
account value is generally the net income earned per share during the period,
which consists of accrued interest income plus or minus amortized purchase
discount or premium, less all accrued expenses (excluding expenses reimbursed by
the investment manager) but does not include realized gains or losses or
unrealized appreciation or depreciation.

The current yield of each Class 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.

-9-
<PAGE>

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, 1997:
<TABLE>
<CAPTION>

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

Value of the same account at the
end of the period........................ $1.00089877 $1.00070708 $1.00070704 $1.00085089
============ =========== =========== ===========

Net change in account value....................... 0.00089877(1) 0.00070708(1) 0.00070704(1) 0.00085089(1)

Base period return = net change in account
value / beginning account value.......... 0.00089877 0.00070708 0.00070704 0.00085089

Current yield [base period return x (365 / 7)].... 4.69%(2) 3.69%(2) 3.69%(2) 4.44%(2)
===== ===== ===== =====

Effective yield (1 + base period) (365/7) - 1..... 4.80%(3) 3.75%(3) 3.75%(3) 4.53%(3)
===== ===== ===== =====
</TABLE>

Weighted average life to maturity of the portfolio on March 31, 1997 was 42
days.

(1) This represents the net income per share for the seven calendar days ended
March 31, 1997.

(2) This represents the average of annualized net investment income per share
for the seven calendar days ended March 31, 1997.

(3) This represents the current yield for the seven calendar days ended March
31, 1997 compounded daily.

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

n
P(1+T) = ERV

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

T = average annual total return;

n = number of years;

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

-10-
<PAGE>

Aggregate or cumulative total return is calculated in a similar manner,
except that the results are not annualized. The following table, for purposes of
illustration only, reflects the average annual total return performance for
Class A Shares and Consultant Class Shares through March 31, 1997, calculated as
an average annual compounded rate of return for the periods indicated. For this
purpose, the calculations assume the reinvestment of all dividend distributions
paid during the indicated periods. Interest rates fluctuated during the periods
covered by the table and the Fund's results should not be considered as
representative of future performance. Total return for Consultant Class Shares
for periods prior to commencement of operations of such Class is based on the
performance of Class A Shares. For periods prior to commencement of operations
of Consultant Class Shares, the total return does not reflect the 12b-1 payments
applicable to such Class. If such payments were reflected in the calculations,
performance would have been affected.

Average Annual Total Return

Consultant Class
Class A Shares Shares(1)
1 year ended
3/31/97 4.61% 4.36%

3 years ended
3/31/97 4.54% 4.28%

5 years ended
3/31/97 3.75% 3.50%

10 years ended
3/31/97 5.38% 5.12%

15 years ended
3/31/97 6.52% 6.35%

Period 6/30/78(2)
through 3/31/97 7.81% 7.67%

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

(2) Date of initial public offering of Class A Shares.

-11-
<PAGE>

The performance of Class B Shares, as shown below, is the average
annual total return quotation through March 31, 1997. 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, 1997. The average annual total return for Class B Shares (excluding
deferred sales charge) assumes the shares were not redeemed at March 31, 1997
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)
1 year ended
3/31/97 (0.42%) 3.58%

Period 5/2/94(1)
through 3/31/97 2.59% 3.56%

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

The performance of Class C Shares, as shown below, is the average total
return quotation through March 31, 1997. The average total return quotation for
Class C Shares (including deferred sales charge) reflects the deduction of the
applicable CDSC that would be paid if the shares were redeemed at March 31,
1997. The average total return for Class C Shares (excluding deferred sales
charge) assumes the shares were not redeemed at March 31, 1997 and, therefore,
does not reflect the deduction of a CDSC.

Average Annual Total Return

Class C Shares Class C Shares
(Including Deferred (Excluding Deferred
Sales Charge) Sales Charge)
1 year ended
3/31/97 2.58% 3.58%

Period 11/29/95(1)
through 3/31/97 3.61% 3.61%

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

-12-
<PAGE>

From time to time, the Fund may also quote current yield information of
the Classes with the sample average rates paid on bank money market deposit
accounts. The bank money market deposit averages are the stated rates of 100
large banks and thrifts in the top five standard metropolitan statistical areas
as determined by the Bank Rate Monitor. The Fund's figures for a Class will be
the annualized yields representing an average of that Class' after-expense per
share earnings divided by cost per share for each day of the fiscal month, or
period, noted. Yield fluctuates depending on portfolio type, quality, maturity
and operating expenses. Principal is not insured and the results shown should
not be considered as representative of the yield which may be realized from an
investment made in the Fund at any time in the future.

In addition, the Fund may quote actual yield and total return
performance of each Class 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 activity and performance of the Fund. 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. In
addition, the performance of multiple indices compiled and maintained
by these firms may be combined to create a blended performance result
for comparative performances. Generally, the indices selected will be
representative of the types of securities in which the Fund may invest
and the assumptions that were used in calculating the blended
performance will be described.

-13-
<PAGE>

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

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

The following table is an example, for purposes of illustration only,
of cumulative total return performance for the shares of each Class March 31,
1997. For these purposes, the calculations assume the reinvestment of any
realized securities profits distributions and income dividends paid during the
indicated periods. Total return shown for Consultant Class Shares for the
periods prior to commencement of operations of such Class is based on the
performance of Class A Shares. For periods prior to commencement of operations
of Consultant Class Shares, the total return does not reflect the 12b-1 payments
applicable to such Class. If such payments were reflected in the calculations,
performance would have been affected.

-14-
<PAGE>

Cumulative Total Return

Consultant Class
Class A Shares Shares (1)
3 months
ended 3/31/97 1.13% 1.07%

6 months
ended 3/31/97 2.29% 2.17%

9 months
ended 3/31/97 3.46% 3.27%

1 year ended
3/31/97 4.61% 4.36%

3 years ended
3/31/97 14.26% 13.41%

5 years ended
3/31/97 20.24% 18.75%

10 years ended
3/31/97 68.88% 64.75%

15 years ended
3/31/97 158.00% 151.69%

Period 6/30/78(2)
through 3/31/97 309.63% 299.62%

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

(2) Date of initial public offering of Class A Shares.

-15-
<PAGE>

Class B Shares Class B Shares
(Including Deferred (Excluding Deferred
Sales Charge) Sales Charge)
3 months ended
3/31/97 (3.12%) 0.88%

6 months ended
3/31/97 (2.22%) 1.79%

9 months ended
3/31/97 (1.31%) 2.69%

1 year ended
3/31/97 (0.42%) 3.58%

Period 5/2/94(1)
through 3/31/97 7.74% 10.74%

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

Class C Shares Class C Shares
(Including Deferred (Excluding Deferred
Sales Charge) Sales Charge)
3 months ended
3/31/97 (0.12%) 0.88%

6 months ended
3/31/97 0.79% 1.79%

9 months ended
3/31/97 1.69% 2.69%

1 year ended
3/31/97 2.58% 3.58%

Period 11/29/95(1)
through 3/31/97 4.87% 4.87%

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

-16-
<PAGE>

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

Dollar-Cost Averaging
Money market funds, which are generally intended for your short-term
investment needs, can often be used as a basis for building a long-term
investment plan. For many people, deciding when to purchase long-term
investments, such as stock or longer-term bond funds, can be a difficult
decision. Unlike money market fund shares, prices of other securities, such as
stocks and bonds, tend to move up and down over various market cycles. Though
logic says to invest when prices are low, even experts can't always pick the
highs and the lows. By using a strategy known as dollar-cost averaging, you
schedule your investments ahead of time. If you invest a set amount on a regular
basis (perhaps using assets from your money market fund) that money will always
buy more shares when the price is low and fewer when the price is high. You can
choose to invest at any regular interval--for example, monthly or quarterly--as
long as you stick to your regular schedule.

Dollar-cost averaging looks simple and it is, but there are important
things to remember. Dollar-cost averaging works best over longer time periods,
and it doesn't guarantee a profit or protect against losses in declining
markets. If you need to sell your investment when prices are low, you may not
realize a profit no matter what investment strategy you utilize. That's why
dollar-cost averaging can make sense for long-term goals. Since the potential
success of a dollar-cost averaging program depends on continuous investing, even
through periods of fluctuating prices, you should consider your dollar-cost
averaging program a long-term commitment and invest an amount you can afford and
probably won't need to withdraw. You should also consider your financial ability
to continue to purchase shares during low fund share prices. Delaware Group
offers three services -- Automatic Investing Program, Direct Deposit Program and
the Wealth Builder Option -- that can help to keep your regular investment
program on track. See Investing by Electronic Fund Transfer - Direct Deposit
Purchase Plan and Automatic Investing Plan under Purchasing Shares and Wealth
Builder Option under Purchasing Shares for a complete description of these
services, including restrictions or limitations.

-17-
<PAGE>

The example below illustrates how dollar-cost averaging can work. In a
fluctuating market, the average cost per share of a stock or bond fund over a
period of time will be lower than the average price per share of the fund for
the same time period.
Price Number of
Investment Per Shares
Amount Share Purchased

Month 1 $100 $10.00 10
Month 2 $100 $12.50 8
Month 3 $100 $5.00 20
Month 4 $100 $10.00 10
-------------------------------------------------------
$400 $37.50 48

Total Amount Invested: $400
Total Number of Shares Purchased: 48
Average Price Per Share: $9.38 ($37.50/4)
Average Cost Per Share: $8.33 ($400/48 shares)

This example is for illustration purposes only. It is not intended to
represent the actual performance of the Fund. Dollar-cost averaging can be
appropriate for investments in shares of funds that tend to fluctuate in value.
Please obtain the prospectus of any Delaware Group fund in which you plan to
invest through a dollar-cost averaging program. The prospectus contains
additional information, including charges and expenses. Please read it carefully
before you invest or send money.

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

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

4% 6% 8%
Rate of Rate of Rate of
Return Return Return
------- ------- -------
1 year $10,407 $10,617 $10,830
2 years $10,831 $11,272 $11,729
3 years $11,273 $11,967 $12,702
4 years $11,732 $12,705 $13,757
5 years $12,210 $13,488 $14,898
6 years $12,707 $14,320 $16,135
7 years $13,225 $15,203 $17,474
8 years $13,764 $16,141 $18,924
9 years $14,325 $17,137 $20,495
10 years $14,908 $18,194 $22,196

-18-
<PAGE>

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

The Prospectuses and this Part B may be in use for a full year and,
accordingly, it can be expected that yields will fluctuate substantially from
the example shown above.

The yield quoted at any time represents the amount being earned on a
current basis and is a function of the types of instruments in the Fund's
portfolio, their quality and length of maturity and the Fund's operating
expenses. The length of maturity for the portfolio is the average dollar
weighted maturity of the portfolio. This means that the portfolio has an average
maturity of a stated number of days for its issues. The calculation is weighted
by the relative value of the investment.

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

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

-19-
<PAGE>

TRADING PRACTICES

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

Brokers, dealers and banks are selected to execute transactions for the
purchase or sale of portfolio securities on the basis of the Manager's judgment
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. When a commission is paid, the Fund pays
reasonably competitive brokerage commission rates based upon the professional
knowledge of its trading department as to rates paid and charged for similar
transactions throughout the securities industry. In some instances, the Fund
pays a minimal share transaction cost when the transaction presents no
difficulty. 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.

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 (the "1934 Act") and
the Fund's 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

-20-
<PAGE>

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 Fund's Board of Directors that
the advantages of combined orders outweigh the possible disadvantages of
separate transactions.

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.

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 expenses of the funds in the Delaware Group of funds, such as
custodian fees, and may, at the request of the Distributor, give consideration
to sales of such funds shares as a factor in the selection of brokers and
dealers to execute Fund portfolio transactions.

-21-
<PAGE>

PURCHASING SHARES

The Distributor serves as the national distributor for the Fund's four
Classes of shares - Class A Shares, Consultant Class Shares, Class B Shares and
Class C Shares, and has agreed to use its best efforts to sell shares of the
Fund.

Shares of the Fund are offered on a continuous basis. Class A Shares
can be purchased directly from the Fund or its Distributor. Consultant Class
Shares, Class B Shares and Class C Shares are offered through brokers, financial
institutions and other entities which have a dealer agreement with the Fund's
Distributor or a service agreement with the Fund. In some states, banks and/or
other institutions effecting transactions in Consultant Class Shares, Class B
Shares or Class C Shares may be required to register as dealers pursuant to
state laws.

Generally, the minimum initial investment is $1,000 for each Class.
Subsequent purchases must generally be at least $100. The minimum initial and
subsequent investment with respect to Class A Shares will be waived for
purchases by officers, directors and employees of any Delaware Group fund, the
Manager or any of the Manager's affiliates if the purchases are made pursuant to
a payroll deduction program. Shares purchased pursuant to the Uniform Gifts to
Minors Act or Uniform Transfers to Minors Act and shares purchased in connection
with an Automatic Investing Plan are subject to a minimum initial purchase of
$250 and a minimum subsequent purchase of $25. Accounts opened under the
Delaware Group Asset Planner service are subject to a minimum initial investment
of $2,000 per Asset Planner Strategy selected. There is a maximum purchase
limitation of $250,000 on each purchase of Class B Shares; for Class C Shares,
each purchase must be in an amount that is less than $1,000,000. The Fund will
reject any order for purchase of more than $250,000 of Class B Shares and
$1,000,000 or more for Class C Shares. An investor may exceed these limitations
by making cumulative purchases over a period of time.

Shares of each Class are sold without a front-end sales charge at the
net asset value per share next determined after the receipt and effectiveness of
a purchase order as described below. See the Prospectuses for additional
information on how to invest. 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.

Class A Shares have no CDSC or annual 12b-1 Plan expenses. Consultant
Class Shares have no CDSC; such shares are subject to annual 12b-1 Plan expenses
of up to of 0.30% of the average daily net assets of such shares.

Class B Shares are subject to a CDSC of: (i) 4% if shares are redeemed
within two years of purchase; (ii) 3% if shares are redeemed during the third or
fourth year following purchase; (iii) 2% if shares are redeemed during the fifth
year following purchase; and (iv) 1% if shares are redeemed during the sixth
year following purchase. Class C Shares are subject to a CDSC of 1% if shares
are redeemed within 12 months of purchase. For both Class B Shares and Class C
Shares, the charge will be assessed on an amount equal to the lesser of net
asset value at the time of purchase of the shares being redeemed or the net
asset value of the shares at the time of redemption. The net asset values of
Class B Shares and Class C Shares at the time of purchase and at the time of
redemption are expected to be the same if redeemed directly from the Fund. In
addition, no CDSC will be assessed on redemption of shares received upon
reinvestment of dividends or capital gains. See Redemption and Exchange in the
Prospectus for Class B Shares and Class C Shares for a list of the instances in
which the CDSC is waived. Class B Shares are subject to annual 12b-1 Plan
expenses up to a maximum of 1% of the average daily net assets of such Class for
approximately eight years. During the seventh year after purchase and,
thereafter, until converted to Consultant Class Shares, Class B Shares will
continue to be subject to annual 12b-1 Plan expenses of 1% of average daily net
assets representing such shares. At the end of approximately eight years after
purchase, the investor's Class B Shares will be automatically converted into
Consultant Class Shares of the Fund. See Automatic Conversion of Class B Shares
in the Prospectus for Class B Shares. Such conversion will constitute a tax-free
exchange for federal income tax purposes. See Taxes in the Prospectus for Class
B Shares. Class C

-22-
<PAGE>

Shares are subject to annual 12b-1 Plan expenses up to a maximum of 1% of the
average daily net assets of such Class for the life of the investment.

With respect to Class A Shares and Consultant Class Shares,
certificates representing shares purchased are not ordinarily issued unless a
shareholder submits a specific request. Certificates are not issued in the case
of Class B Shares or Class C Shares or in the case of any retirement plan
account including self-directed IRAs. In the case of investments where
certificates are not issued, purchases are confirmed to the investor and
credited to the shareholder's account on the books maintained by Delaware
Service Company, Inc. (the "Transfer Agent"). The investor will have the same
rights of ownership with respect to such shares as if certificates had been
issued. With respect to Class A Shares and Consultant Class Shares, an investor
may receive a certificate representing full share denominations purchased by
sending a letter signed by each owner of the account to the Transfer Agent
requesting the certificate. No charge is assessed by the Fund for any
certificate issued. A shareholder may be subject to fees for replacement of a
lost or stolen certificate under certain conditions, including the cost of
obtaining a bond covering the lost or stolen certificate. Please contact the
Fund for further information. Investors who hold certificates representing their
shares may only redeem these shares by written request.

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

Subsequent Purchases--Additional purchases may be made at any time by
mailing a check or other negotiable bank draft made payable to the specific
Class desired. The account to which the subsequent purchase is to be credited
should be identified by the name(s) of the registered owner(s) and by account
number. An investment slip (similar to a deposit slip) is provided at the bottom
of dividend statements that you will receive from the Fund. Use of this
investment slip can help to expedite processing of your check when making
additional purchases. Your investment may be delayed if you send additional
purchases by certified mail. The Fund and the Transfer Agent will not be
responsible for inadvertent processing of post-dated checks or checks more than
six months old.

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

Investing by Wire
Investors having an account with a bank that is a member or
correspondent of a member of the Federal Reserve System may purchase shares by
requesting their bank to transmit immediately available funds (Federal Funds) by
wire to CoreStates Bank, N.A., ABA #031000011, account number 1412893401,
(include the 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 to advise of your action and to be
assigned an account number. If you do not call first, it may not be possible to
process your order promptly, although in all cases shares purchased will be
priced at the close of business following receipt of Federal Funds. In addition,
you must promptly send your Investment Application or, in the case of a
retirement account, an appropriate retirement plan application, must be promptly
forwarded to the specific Class desired, to the Delaware Group at P.O. Box 7977,
Philadelphia, PA 19101.

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<PAGE>

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 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. 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--Shareholders may make regular automatic
investments by authorizing, in advance, monthly payments directly from their
checking account for deposit into their Fund account. This type of investment
will be handled in either of the following ways. (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 the shareholder's
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.

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.

* * *

Initial investments under the Direct Deposit Purchase Plan and the
Automatic Investing Plan must be for $250 or more and subsequent investments
under such Plans must be for $25 or more. An investor wishing to take advantage
of either service must complete an authorization form. Either service can be
discontinued by the shareholder at any time without penalty by giving written
notice.

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

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<PAGE>

Direct Deposit Purchases by Mail
Shareholders may authorize a third party, such as a bank or employer,
to make investments directly to their Fund account. 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.

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 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 the Exchange is open, on the day on which the payment is converted
into Federal Funds and is available for investment, normally one business day
after receipt of payment. Conversion into Federal Funds may be delayed when the
Fund receives (1) a check drawn on a nonmember bank of the Federal Reserve, (2)
a check drawn on a foreign bank, (3) a check payable in a foreign currency, or
(4) a check requiring special handling. With respect to investments made other
than by wire, the investor becomes a shareholder after declaration of the
dividend on the day on which the order is effective.

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

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

Plans Under Rule 12b-1 for Consultant Class Shares, Class B Shares and Class C
Shares
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
separate distribution plan under Rule 12b-1 for each of the Consultant Class
Shares, Class B Shares and Class C Shares (the "Plans"). Each Plan permits the
Fund to pay for certain distribution and promotional expenses related to
marketing shares of only the Class to which the Plan applies.

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<PAGE>

The Plans do not apply to the Fund's 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 Class A Shares. Holders of Class A
Shares may not vote on matters affecting the Plans.

The Plans permit the Fund, pursuant to the Distribution Agreement, to
pay out of the assets of Consultant Class Shares, Class B Shares and Class C
Shares, monthly fees to the Distributor for its services and expenses in
distributing and promoting sales of the shares of such Class. These expenses
include, among other things, preparing and distributing advertisements, sales
literature and prospectuses and reports used for sales purposes, compensating
sales and marketing personnel, and paying distribution and maintenance fees to
securities brokers and dealers who enter into agreements with the Distributor.
Registered representatives of brokers, dealers or other entities, who have sold
a specified level of Delaware Group funds having a 12b-1 Plan, are paid a
continuing trail fee of 0.25% of the average daily net assets of the Consultant
Class Shares by the Distributor from 12b-1 payments of Consultant Class Shares
for assets maintained in that Class. The 12b-1 Plan fees relating to Class B
Shares and Class C Shares are also used to pay the Distributor for advancing
commission costs to dealers with respect to the initial sales of such shares.

In addition, the Fund may make payments out of the assets of Consultant
Class Shares, Class B Shares and Class C Shares directly to other unaffiliated
parties, such as banks, who either aid in the distribution of its shares of, or
provide services to, such Classes.

The maximum aggregate fee payable by the Fund under each respective
Plan, and the Fund's Distribution Agreement, is at an annual rate of up to 0.30%
of the Consultant Class Shares' average daily net assets for the year, and up to
1% (0.25% of which are service fees to be paid by the Fund to the Distributor,
dealers or others, for providing personal service and/or maintaining shareholder
accounts) of each of the Class B Shares' and the Class C Shares' average daily
net assets for the year. The Fund's Board of Directors may reduce these amounts
at any time. The Fund's Board of Directors has set the current fee for
Consultant Class Shares at 0.25% of average daily net assets. The Distributor
has agreed to waive these fees to the extent the fee for any day exceeds the net
investment income realized by Consultant Class Shares, Class B Shares or Class C
Shares for such day.

All of the distribution expenses incurred by the Distributor and others
in excess of the amount paid on behalf of Consultant Class Shares, Class B
Shares or Class C Shares would be borne by such persons without any
reimbursement from that Class. Subject to seeking best price and execution, the
Fund may, from time to time, buy or sell portfolio securities from or to firms
which receive payments under the Plans.

From time to time, the Distributor may pay additional amounts from its
own resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.

The NASD has adopted amendments to its Rules of Fair Practice relating
to investment company sales charges. The Fund and the Distributor intend to
operate in compliance with these rules.

The Plans and the Distribution Agreement, as amended, have been
approved by the Board of Directors of the Fund, including a majority of the
directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund and who have no direct or indirect financial interest in the Plans, by vote
cast in person at a meeting duly called for the purpose of voting on the Plans
and the Distribution Agreement. Continuation of the Plans and the Distribution
Agreement, as amended, must be approved annually by the Board of Directors in
the same manner as specified above.

Each year, the directors must determine whether continuation of the
Plans is in the best interest of the shareholders of Consultant Class Shares,
Class B Shares and Class C Shares, respectively, and that there is a reasonable
likelihood of the Plan relating to a Class providing a benefit to that Class.
The Plans and the Distribution Agreement, as

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<PAGE>

amended, may be terminated at any time without penalty by a majority of those
directors who are not "interested persons" or by a majority vote of the
outstanding voting securities of the relevant Class. Any amendment materially
increasing the maximum percentage payable under the Plans must likewise be
approved by a majority vote of the outstanding voting securities of the relevant
Class, as well as a majority vote of those directors who are not "interested
persons." Class B Shares may vote on any proposal to increase materially the
fees to be paid by the Fund under the Plan relating to Consultant Class Shares.
Also, any other material amendment to the Plans must be approved by a majority
vote of the directors including a majority of the noninterested directors of the
Fund having no interest in the Plans. In addition, in order for the Plans to
remain effective, the selection and nomination of directors who are not
"interested persons" of the Fund must be effected by the directors who
themselves are not "interested persons" and who have no direct or indirect
financial interest in the Plans. Persons authorized to make payments under the
Plans must provide written reports at least quarterly to the Board of Directors
for their review.

For the fiscal year ended March 31, 1997, payments from Class B Shares,
Class C Shares and Consultant Class Shares amounted to $57,898, $8,235 and
$50,537, respectively. Such amounts were used for the following purposes:
<TABLE>
<CAPTION>

Class B Class C Consultant Class
------- ------- ----------------

<S> <C> <C> <C>
Advertising $132 ---- $5,637
Annual/Semi-Annual Reports ---- ---- $120
Broker Trails $13,152 ---- $44,344
Broker Sales Charges $25,407 $5,459 ----
Dealer Service Expenses ---- $122 ----
Interest on Broker Sales Charges $15,120 $406 ----
Commissions to Wholesalers $3,839 $1,734 ----
Promotional-Broker Meetings ---- ---- ----
Promotional-Other ---- ---- $63
Prospectus Printing $248 ---- ----
Telephone ---- $6 $373
Wholesaler Expenses ---- $508 ----
Other ---- ---- ----
</TABLE>

Reinvestment of Dividends in Other Delaware Group Funds
Subject to applicable eligibility and minimum initial purchase
requirements and the limitations set forth below, shareholders may automatically
reinvest dividends and/or distributions in any of the mutual funds in the
Delaware Group, including the Fund, in states where its shares may be sold. Such
investments will be at net asset value at the close of business on the
reinvestment date without any front-end sales charge or service 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 intended to be made before
investing or sending money. The prospectus contains more complete information
about the fund, including charges and expenses. See also Additional Methods of
Adding to Your Investment - Dividend Reinvestment Plan in the Prospectuses.

Dividends on Class A Shares and Consultant Class Shares may be
reinvested in shares of any other mutual fund in the Delaware Group, other than
Class B Shares and Class C Shares of the funds in the Delaware Group that offer
such classes of shares. Dividends on Class B Shares may only be invested in
Class B Shares of another fund in the Delaware Group that offers such a class of
shares. Dividends on Class C Shares may only be invested in Class C Shares of
another fund in the Delaware Group that offers such a class of shares.

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<PAGE>

Wealth Builder Option
Shareholders can use the Wealth Builder Option to invest in the Classes
through regular liquidations of shares in their accounts in other mutual funds
in the Delaware Group. Shareholders of the Classes may elect to invest in one or
more of the other mutual funds in the Delaware Group through the Wealth Builder
Option. See Wealth Builder Option and Redemption and Exchange, in the
Prospectuses.

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.
The investment will be made on the 20th day of each month (or, if the fund
selected is not open that day, the next business day) at the public offering
price or net asset value, as applicable, of the fund selected on the date of
investment. No investment will be made for any month if the value of the
shareholder's account is less than the amount specified for investment.

Periodic investment through the Wealth Builder Option does not insure
profits or protect against losses in a declining market. The price of the fund
into which investments are made could fluctuate. Since this program involves
continuous investment regardless of such fluctuating value, investors selecting
this option should consider their financial ability to continue to participate
in the program through periods of low fund share prices. This program involves
automatic exchanges between two or more fund accounts and is treated as a
purchase of shares of the fund into which investments are made through the
program. See Exchange Privilege for a brief summary of the tax consequences of
exchanges. Shareholders can terminate their participation at any time by giving
written notice to the fund from which exchanges are made.

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

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<PAGE>

RETIREMENT PLANS

An investment in the Fund may be suitable for tax-deferred retirement
plans. Among the retirement plans noted below, Class B Shares are available for
investment only by Individual Retirement Accounts, Simplified Employee Pension
Plans, 403(b)(7) Deferred Compensation Plans and 457 Deferred Compensation
Plans. The CDSC may be waived on certain redemptions of Class B Shares and Class
C Shares. See Waiver of Contingent Deferred Sales Charge under Redemption and
Exchange in the Prospectus for Class B Shares and Class C Shares for a list of
the instances in which the CDSC is waived.

Purchases of Class B Shares are subject to a maximum purchase
limitation of $250,000 for retirement plans. Purchases of Class C Shares must be
in an amount that is less than $1,000,000 for such plans. The maximum purchase
limitations apply only to the initial purchase of shares by the retirement plan.

Minimum investment limitations generally applicable to other investors
do not apply to retirement plans other than Individual Retirement Accounts, for
which there is a minimum initial purchase of $250 and a minimum subsequent
purchase of $25 regardless of which Class is selected. Retirement plans may be
subject to plan establishment fees, annual maintenance fees and/or other
administrative or trustee fees. Fees are based upon the number of participants
in the plan as well as the services selected. Additional information about fees
is included in retirement plan materials. Fees are quoted upon request. Annual
maintenance fees may be shared by Delaware Management Trust Company, the
Transfer Agent, other affiliates of the Manager and others that provide services
to such plans.

Certain shareholder investment services available to non-retirement
plan shareholders may not be available to retirement plan shareholders. Certain
retirement plans may qualify to purchase Class A Shares. For additional
information on any of the Plans and Delaware's retirement services, call the
Shareholder Service Center telephone number.

It is advisable for an investor considering any one of the retirement
plans described below to consult with an attorney, accountant or a qualified
retirement plan consultant. For further details, including applications for any
of these plans, contact your investment dealer or the Distributor.

Taxable distributions from the retirement plans described below may be
subject to withholding.

Please contact your investment dealer or the Distributor for the
special application forms required for the plans described below.

Prototype Profit Sharing or Money Purchase Pension Plans
Prototype Plans are available for self-employed individuals,
partnerships and corporations. These plans can be maintained as Section 401(k),
profit sharing or money purchase pension plans. Contributions may be invested
only in Class A Shares, Consultant Class Shares and Class C Shares.

Individual Retirement Account ("IRA")
A document is available for an individual who wants to establish an IRA
and make 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, for years prior to
1997, elects to be treated as having no compensation for the year. Investments
in each of the Classes are permissible.

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<PAGE>

An individual can contribute up to $2000 in his or her IRA each year.
Contributions may or may not be deductible depending upon the taxpayer's
adjusted gross income and whether the taxpayer or his or her spouse is an active
participant in an employer-sponsored retirement plan. Even if a taxpayer (or his
or her spouse) is an active participant in an employer-sponsored retirement
plan, the full $2000 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. No deductions are available 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 for years prior to 1997), 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.

Effective for tax years beginning after 1996, one-income couples can
contribute up to $2,000 to each spouse's IRA provided the combined compensation
of both spouses is at least equal to the total contributions for both spouses.
If the working spouse is an active participant in an employer-sponsored
retirement plan and earns over $40,000, the maximum deduction limit is reduced
in the same way that the limit is reduced for contributions to a non-spousal
IRA.

A company or association may establish a Group IRA for employees or
members who want to purchase shares of the Fund.

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

Effective January 1, 1997, the 10% premature distribution penalty will
not apply to distributions from an IRA that are used to pay medical expenses in
excess of 7.5% of adjusted gross income or to pay health insurance premiums by
an individual who has received unemployment compensation for 12 consecutive
weeks.

See Appendix B for additional IRA information.

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<PAGE>

Salary Reduction Simplified Employee Pension Plan ("SAR/SEP")

New SAR/SEP plans may not be established after December 31, 1996. In
addition, employers must have 25 or fewer eligible employees to maintain an
existing SEP/IRA that permits salary deferral contributions in shares of the
Fund.

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

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 the Fund. 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.

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<PAGE>

OFFERING PRICE

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

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

An example showing how to calculate the net asset value per share is
included in the Fund's financial statements which are incorporated by reference
into this Part B.

The investor becomes a shareholder at the close of and after
declaration of the dividend on the day on which the order is effective. See
Purchasing Shares. Dividends begin to accrue on the next business day. In the
event of changes in Securities and Exchange Commission requirements or the
Fund's change in time of closing, the Fund reserves the right to price at a
different time, to price more often than once daily or to make the offering
price effective at a different time.

The Fund's 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. In determining the Fund's total net assets, portfolio securities are
valued at amortized cost.

The Board of Directors has adopted certain procedures to monitor and
stabilize the price per share. Calculations are made each day to compare part of
the Fund's value with the market value of instruments of similar character. At
regular intervals all issues in the portfolio are valued at market value.
Securities maturing in more than 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 Class A Shares will not incur any of the expenses under the Fund's
12b-1 Plans and Class B Shares, Class C Shares and Consultant Class Shares alone
will bear the 12b-1 Plan expenses payable under their respective Plans. Due to
the specific distribution expenses and other costs that will be allocable to
each Class, the dividends paid to each Class of the Fund may vary.
However, the net asset value per share of each Class is expected to be
equivalent.

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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 at 1818 Market Street, Philadelphia, PA 19103. In
addition, certain expedited redemption methods described below are available
when stock certificates have not been issued. Certificates are issued for Class
A Shares and Consultant Class Shares only if a shareholder specifically requests
them. Certificates are not issued for Class B Shares or Class C 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 request must be signed by all owners of the shares or
the investment dealer of record, but a signature guarantee is not required. 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.

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; provided, however, that each commitment to mail or wire redemption
proceeds by a certain time, as described below, is modified by the
qualifications described in the next paragraph.

The Fund will process written or telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already been
settled. The Fund will honor the redemption requests as to shares for which a
check was tendered as payment, but the Fund will not mail or wire the proceeds
until it is reasonably satisfied that the check has cleared. This potential
delay can be avoided by making investments by wiring Federal Funds. 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 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.

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.

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

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<PAGE>

for the protection of shareholders, the Fund may postpone payment or suspend the
right of redemption. In such case, the shareholder may withdraw the request for
redemption or leave it standing as a request for redemption at the net asset
value next determined after the suspension has been terminated.

See Account Statements under Purchasing Shares for information relating
to the mailing of confirmations of redemptions.

Small Accounts
Before the Fund involuntarily redeems shares from an account that,
under the circumstances noted in the Prospectuses, has remained below the
minimum amounts required by the Prospectuses, the shareholder will be notified
in writing that the value of the shares in the account is less than the minimum
amounts required by the Fund's Prospectuses and will be allowed 60 days from the
date of notice to make an additional investment to meet the required minimum. If
no such action is taken by the shareholder, the proceeds will be sent to the
shareholder. Any redemption in an inactive account established with a minimum
investment may trigger mandatory redemption. No CDSC will apply to redemptions
described in this paragraph of Class B Shares and Class C Shares described
above.

* * *

The Fund has made 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.

Expedited Telephone Redemptions
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 Shareholder Service Center at 800-523-1918 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 address of record. Checks payable to the
shareholder(s) of record will normally be mailed the next business day, but no
later than seven days, after the receipt of the redemption request. This option
is only available to individual, joint and individual fiduciary-type accounts.

In addition, redemption proceeds of $1,000 or more can be transferred
to your predesignated bank account by wire or by check by calling the phone
number listed above. An authorization form must have been completed by the
shareholder and filed with the Fund before the request is received. Payment will
be made by wire or check to the bank account designated on the authorization
form as follows:

1. Payment by Wire: Request that Federal Funds be wired to the bank
account designated on the authorization form. Redemption proceeds will normally
be wired on the next business day following receipt of the redemption request.
There is a $7.50 wiring fee (subject to change) charged by CoreStates Bank, N.A.
which will be deducted from the withdrawal proceeds each time the shareholder
requests a redemption. If the proceeds are wired to the shareholder's account at
a bank which is not a member of the Federal Reserve System, there could be a
delay in the crediting of the funds to the shareholder's bank account.

2. Payment by Check: Request a check be mailed to the bank account
designated on the authorization form. Redemption proceeds will normally be
mailed the next business day, but no later than seven days, from the date of the
telephone request. This procedure will take longer than the Payment by Wire
option (1 above) because of the extra time necessary for the mailing and
clearing of the check after the bank receives it.

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

-34-
<PAGE>

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 its Transfer Agent is responsible for any
shareholder loss incurred in acting upon written or telephone instructions for
redemption or exchange of Fund shares which are reasonably believed to be
genuine. With respect to such telephone transactions, the Fund will follow
reasonable procedures to confirm that instructions communicated by telephone are
genuine (including verification of a form of personal identification) as, if it
does not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Telephone instructions received from
shareholders are generally tape recorded, and a written confirmation will be
provided for all purchase, exchange and redemption transactions initiated by
telephone.

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

(1) These redemption checks must be made payable in an amount of $500
or more.

(2) Checks must be signed by the shareholder(s) of record or, in the
case of an organization, by the authorized person(s). If registration is in more
than one name, unless otherwise indicated on the investment application or your
checkwriting authorization form, these checks must be signed by all owners
before the Fund will honor them. Shareholders using redemption checks will
continue to be entitled to distributions paid on those shares up to the time the
checks are presented for payment.

(3) If a shareholder who recently purchased shares by check seeks to
redeem all or a portion of those shares through the Checkwriting Feature, the
Fund will honor the redemption request, but will not process the redemption
check until 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.

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<PAGE>

(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's bank may charge a fee.

(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. This service may be terminated or
suspended at any time by CoreStates Bank, N.A., the Fund or the Fund's 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 canceled.
The Fund will use its best efforts to effect stop-payment instructions, but does
not promise or guarantee that such instructions will be effective.

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 at 800-523-1918.

Systematic Withdrawal Plans
Shareholders of Class A Shares, Consultant Class Shares, Class B Shares
and Class C Shares who own or purchase $5,000 or more of shares for which
certificates have not been issued may establish a Systematic Withdrawal Plan for
monthly withdrawals of $25 or more, or quarterly withdrawals of $75 or more,
although the Fund does not recommend any specific amount of withdrawal. This
$5,000 minimum does not apply for the Fund's prototype retirement plans. Shares
purchased with the initial investment and through reinvestment of cash dividends
and realized securities profits distributions will be credited to the
shareholder's account, and sufficient full and fractional shares will be
redeemed at the net asset value calculated on the third business day preceding
the mailing date.

Checks are dated either the 1st or the 15th of the month, as selected
by the shareholder (unless such date falls on a holiday or a weekend), and are
normally mailed within two business days. Both ordinary income dividends and
realized securities profits distributions will be automatically reinvested in
additional shares of the Class at net asset value. This plan is not recommended
for all investors and should be started only after careful consideration of its
operation and effect upon the investor's savings and investment program. To the
extent that withdrawal payments from the plan exceed any dividends and/or
realized securities profits distributions paid on shares held under the plan,
the withdrawal payments will represent a return of capital and the share balance
may in time be depleted, particularly in a declining market.

The sale of shares for withdrawal payments constitutes a taxable event
and a shareholder may incur a capital gain or loss for federal income tax
purposes, although the Fund expects to maintain a fixed net asset value. If
there were a gain or loss, it would be long-term or short-term depending on the
holding period for the specific shares liquidated. Premature withdrawals from
retirement plans may have adverse tax consequences.

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.

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<PAGE>

This plan may be terminated by the shareholder or the Transfer Agent at any time
by giving written notice. Shareholders should consult their financial advisers
to determine whether a Systematic Withdrawal Plan would be suitable for them.

-37-
<PAGE>

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

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

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

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<PAGE>

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.

-39-
<PAGE>

TAXES

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

-40-
<PAGE>

INVESTMENT MANAGEMENT AGREEMENT

The Manager, located at One Commerce Square, Philadelphia, PA 19103,
furnishes investment management services to the Fund, subject to the supervision
and direction of the Fund's Board of Directors.

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 Fund's Investment Management Agreement is dated April 3, 1995 and
was approved by shareholders on March 29, 1995. The Agreement has an initial
term of two years and may be renewed each year so long as such renewal and
continuance are specifically approved at least annually by the Board of
Directors or by vote of a majority of the outstanding voting securities of the
Fund, and only if the terms of 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 0.5% on the first $500 million of average daily net assets
of the Fund, 0.475% on the next $250 million, 0.45% on the next $250 million,
0.425% on the next $250 million, 0.375% on the next $250 million, 0.325% on the
next $250 million, 0.3% on the next $250 million and 0.275% 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, 1997.

On March 31, 1997, the total net assets of the Fund were $634,131,513.
Investment management fees paid by the Fund were $3,354,935 for the fiscal year
ended March 31, 1995, $2,965,417 for the fiscal year ended March 31, 1996 and
$2,898,736 for the fiscal year ended March 31, 1997.

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,
accounting services 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, 1997 was 0.88%
for Class A Shares, 1.13% for Consultant Class Shares, 1.88% for Class B Shares
and 1.88% for Class C Shares. The ratios for Consultant Class Shares, Class B
Shares and Class C Shares reflect the impact of their respective 12b-1 Plans.

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<PAGE>

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

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

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<PAGE>

OFFICERS AND DIRECTORS

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

Certain officers and directors of the Fund hold identical positions in
each of the other funds in the Delaware Group. On April 30, 1997, the Fund's
officers and directors owned less than 1% of outstanding shares of the Class A
Shares, Consultant Class Shares, Class B Shares and Class C Shares.

As of April 30, 1997, management believes the following accounts held
5% or more of a Fund Class:
<TABLE>
<CAPTION>

Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------

<S> <C> <C> <C>
Consultant Class Shares RS S&S Mills, inc. 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103 1,204,089 6.36%

Class C Shares Prudential Securities, Inc.
FBO Joseph H. Mufale
IRA Rollover DTD 10-21-93
5541 Golden Heights
Fayetteville, NY 13066 501,995 18.64%

</TABLE>

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., Delaware Capital
Management, Inc. and Delaware Investment & Retirement Services, 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 on behalf of the Fund was executed following shareholder approval. DMH
and the Manager are now indirect, wholly owned subsidiaries, and subject to the
ultimate control, of Lincoln National. Lincoln National, with headquarters in
Fort Wayne, Indiana, is a diversified organization with operations in many
aspects of the financial services industry, including insurance and investment
management.

-43-
<PAGE>

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

*Wayne A. Stork (59)
Chairman, President, Chief Executive Officer, Director and/or Trustee
of the Fund, 32 other investment companies in the Delaware
Group, Delaware Management Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders Holdings, Inc.
Chairman and Director of Delaware Distributors, Inc. and Delaware
Capital Management, Inc.
Chairman, President, Chief Executive Officer, Chief Investment Officer
and Director of Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware
International Advisers Ltd.
Director of Delaware Service Company, Inc. and Delaware Investment &
Retirement Services, Inc.
During the past five years, Mr. Stork has served in various executive
capacities at different times within the Delaware
organization.

Richard G. Unruh, Jr. (57)
Executive Vice President of the Fund and each of the other 32
investment companies in the Delaware Group.
Executive Vice President and Director of Delaware Management Company,
Inc.
Senior Vice President of Delaware Management Holdings, Inc. and
Delaware Capital Management, Inc.
Director of Delaware International Advisers Ltd.
During the past five years, Mr. Unruh has served in various executive
capacities at different times within the Delaware
organization.

Paul E. Suckow (49)
Executive Vice President/Chief Investment Officer, Fixed Income of the
Fund, each of the other 32 investment companies in the
Delaware Group and Delaware Management Company, Inc.
Executive Vice President/Chief Investment Officer, Fixed Income and
Director of Founders Holdings, Inc.
Senior Vice President/Chief Investment Officer, Fixed Income of
Delaware Management Holdings, Inc.
Senior Vice President of Delaware Capital Management, Inc.
Director of Founders CBO Corporation.
Director of HYPPCO Finance Company Ltd.
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.

- ----------

*Director affiliated with the Fund's investment manager and considered an
"interested person" as defined in the 1940 Act.

-44-
<PAGE>

Walter P. Babich (69)
Director and/or Trustee of the Fund and each of the other 32 investment
companies 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 (58)
Director and/or Trustee of the Fund and each of the other 32 investment
companies in the Delaware Group.
500 Fifth Avenue, New York, NY 10110.
Founder and Managing Director, 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 (56)
Director and/or Trustee of the Fund and each of the other 32 investment
companies 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 1992, she was Adjunct Professor of Columbia Business
School.

W. Thacher Longstreth (76)
Director and/or Trustee of the Fund and each of the other 17 investment
companies in the Delaware Group.
City Hall, Philadelphia, PA 19107.
Philadelphia City Councilman.

Thomas F. Madison (61)
Director and/or Trustee of the Fund and each of the other 32 investment
companies in the Delaware Group.
President and Chief Executive Officer, MLM Partners, Inc.
200 South Fifth Street, Suite 2100, Minneapolis, Minnesota 55402.
Mr Madison had also been chairman of the Board of Communications
Holdings, Inc. since 1996. From February to September 1994,
Mr. Madison served as Vice Chairman--Office of the CEO of
The Minnesota Mutual Life Insurance Company and from
1988-1993, he was President of U.S. WEST
Communications--Markets.

-45-
<PAGE>

*Jeffrey J. Nick (44)
Director and/or Trustee of the Fund and each of the other 32 investment
companies in the Delaware Group.
President, Chief Executive Office and Director of Lincoln National
Investment Companies, Inc.
From 1992 to 1996, Mr. Nick was Managing Director of Lincoln
National UK plc and from 1989 to 1992, he was Senior Vice
President responsible for corporate planning and development
for Lincoln National Corporation.

Charles E. Peck (71)
Director and/or Trustee of the Fund and each of the other 17 investment
companies in the Delaware Group. P.O. Box 1102, Columbia, MD
21044.
Secretary/Treasurer, 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 (57)
Executive Vice President/Chief Operating Officer/Chief Financial
Officer of the Fund, each of the other 32 investment companies
in the Delaware Group, Delaware Capital Management, Inc. and
Delaware Management Holdings, Inc.
Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Director of Delaware Management Company, Inc., DMH
Corp., Delaware Distributors, Inc., Founders Holdings, Inc.
and Delaware International Holdings Ltd.
Chairman and Director of Delaware Management Trust Company.
Chairman and Director of Delaware Investment & Retirement Services,
Inc.
President/Chief Executive Officer/Chief Financial Officer and Director
of Delaware Service Company, Inc.
Senior Vice President/Chief Administrative Officer/ Chief Financial
Officer of Delaware Distributors, L.P.
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.

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

-46-
<PAGE>

George M. Chamberlain, Jr. (50)
Senior Vice President and Secretary of the Fund, each of the other 17
investment companies in the Delaware Group, Delaware
Management Holdings, Inc. and Delaware Distributors, L.P.
Executive Vice President, Secretary and Director of Delaware Management
Trust Company.
Senior Vice President, Secretary and Director of DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Founders Holdings, Inc.,
Delaware Investment & Retirement Services, Inc. and Delaware
Capital Management, Inc.
Secretary and Director of Delaware International Holdings Ltd.
Director of Delaware International Advisers Ltd.
Attorney.
During the past five years, Mr. Chamberlain has served in various
capacities at different times within the Delaware
organization.

Gary A. Reed (42)
Vice President/Senior Portfolio Manager of the Fund, of nine other
income (including tax-exempt) funds in the Delaware Group, of
Delaware Management Company, Inc. and Delaware Capital
Management, Inc.
During the past five years, Mr. Reed has served in such capacities
within the Delaware organization.

Joseph H. Hastings (47)
Vice President/Corporate Controller of the Fund, each of the other
17 investment companies in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware Management
Company, Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc., Delaware
Capital Management, Inc., Founders Holdings, Inc. and Delaware
International Holdings Ltd.
Chief Financial Officer/Treasurer of Delaware Investment &
Retirement Services, Inc.
Executive Vice President/Chief Financial Officer/Treasurer of Delaware
Management Trust Company.
Assistant Treasurer of Founders CBO Corporation.
1818 Market Street, Philadelphia, PA 19103.
Before joining the Delaware Group in 1992, Mr. Hastings was Chief
Financial Officer for Prudential Residential Services, L.P.,
New York, NY from 1989 to 1992. Prior to that, Mr. Hastings
served as Controller and Treasurer for Fine Homes
International, L.P., Stamford, CT from 1987 to 1989.

Michael P. Bishof (34)
Vice President/Treasurer of the Fund, each of the other 17
investment companies in the Delaware Group, Delaware
Management Company, Inc., Delaware Distributors, Inc.,
Delaware Distributors, L.P., Delaware Service Company, Inc.
and Founders Holdings, Inc.
Vice President/Manager of Investment Accounting of Delaware
International Holdings Ltd.
Assistant Treasurer of Founders CBO Corporation.
Before joining the Delaware Group in 1995, Mr. Bishof was a Vice
President for Bankers Trust, New York, NY from 1994 to 1995, a
Vice President for CS First Boston Investment Management, New
York, NY from 1993 to 1994 and an Assistant Vice President for
Equitable Capital Management Corporation, New York, NY from
1987 to 1993.

The following is a compensation table listing for each director
entitled to receive compensation, the aggregate compensation received from the
Fund and the total compensation received from all Delaware Group funds for the
fiscal

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<PAGE>

year ended March 31, 1997 and an estimate of annual benefits to be received upon
retirement under the Delaware Group Retirement Plan for Directors/Trustees as of
March 31, 1997.
<TABLE>
<CAPTION>

Pension or
Retirement Estimated Total
Benefits Annual Compensation
Aggregate Accrued Benefits from all 18
Compensation as Part of Upon Delaware
Name from Fund Fund Expenses Retirement* Group Funds

<S> <C> <C> <C>
W. Thacher Longstreth $2,822 None $30,000 $52,307
Ann R. Leven $3,130 None $30,000 $57,307
Walter P. Babich $3,068 None $30,000 $56,307
Anthony D. Knerr $3,068 None $30,000 $56,307
Charles E. Peck $2,822 None $30,000 $52,307
</TABLE>

* Under the terms of the Delaware Group Retirement Plan for
Directors/Trustees, each disinterested director who, at the time of his or
her retirement from the Board, has attained the age of 70 and served on the
Board for at least five continuous years, is entitled to receive payments
from each fund in the Delaware Group for a period equal to the lesser of
the number of years that such person served as a director or the remainder
of such person's life. The amount of such payments will be equal, on an
annual basis, to the amount of the annual retainer that is paid to
directors of each fund at the time of such person's retirement. If an
eligible director retired as of March 31, 1997, he or she would be entitled
to annual payments totaling $30,000, 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.

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<PAGE>

EXCHANGE PRIVILEGE

The exchange privileges available for shareholders of the Classes and
the shareholders of other classes of other funds in the Delaware Group are set
forth in the relevant prospectuses for such classes. The following supplements
that information. The Fund may modify, terminate or suspend the exchange
privilege upon 60 days' notice to shareholders.

All exchanges involve a purchase of shares of the fund into which the
exchange is made. As with any purchase, an investor should obtain and carefully
read that fund's prospectus before buying shares in an exchange. The prospectus
contains more complete information about the fund, including charges and
expenses. A shareholder requesting an exchange or purchase will be sent a
current prospectus and an exchange authorization form for any of the other
mutual funds in the Delaware Group. Exchange instructions must be signed by the
record owner(s) exactly as the shares are registered. This feature is available
only in states where the fund into which the exchange is being made is
registered.

An exchange constitutes, for tax purposes, the sale of one fund and the
purchase of another. The sale may involve either a capital gain or loss to the
shareholder for federal income tax purposes.

In addition, investment advisers and dealers may make exchanges between
funds in the Delaware Group on behalf of their clients by telephone or other
expedited means. This service may be discontinued or revised at any time by the
Transfer Agent. Such exchange requests may be rejected if it is determined that
a particular request or the total requests at any time could have an adverse
effect on any of the funds. Requests for expedited exchanges may be submitted
with a properly completed exchange authorization form, as described above.

Telephone Exchange Privilege
Shareholders owning shares for which certificates have not been issued
or their investment dealers of record may exchange shares by telephone for
shares in other mutual funds in the Delaware Group. This service is
automatically provided unless the Fund receives written notice from the
shareholder to the contrary.

Shareholders or their investment dealers of record may contact the
Shareholder Service Center at 800-523-1918 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.

As described in the Fund's Prospectuses, neither the Fund nor its
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.

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<PAGE>

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

Restrictions on Timed Exchanges
Timing Accounts operating under existing timing agreements may only
execute exchanges between the following eight Delaware Group funds: (1) Decatur
Income Fund, (2) Decatur Total Return Fund, (3) Delaware Fund, (4) Limited-Term
Government Fund, (5) Tax-Free USA Fund, (6) Delchester Fund, (7) Tax-Free
Pennsylvania Fund and (8) the Fund. No other Delaware Group funds are available
for timed exchanges. Assets redeemed or exchanged out of Timing Accounts in
Delaware Group funds not listed above may not be reinvested back into that
Timing Account. The Fund reserves the right to apply these same restrictions to
the account(s) of any person whose transactions seem to follow a time pattern
(as described above).

The Fund also reserves the right to refuse the purchase side of an
exchange request by any Timing Account, person, or group if, in the Manager's
judgment, the Fund would be unable to invest effectively in accordance with its
investment objectives and policies, or would otherwise potentially be adversely
affected. A shareholder's purchase exchanges may be restricted or refused if the
Fund receives or anticipates simultaneous orders affecting significant portions
of the Fund's assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to the Fund and therefore may be
refused.

Except as noted above, only shareholders and their authorized brokers
of record will be permitted to make exchanges or redemptions.

* * *

Following is a summary of the investment objectives of the other
Delaware Group funds:

Delaware Fund seeks long-term growth by a balance of capital
appreciation, income and preservation of capital. It uses a dividend-oriented
valuation strategy to select securities issued by established companies that are
believed to demonstrate potential for income and capital growth. Devon Fund
seeks current income and capital appreciation by investing primarily in
income-producing common stocks, with a focus on common stocks the Manager
believes have the potential for above average dividend increases over time.

Trend Fund seeks long-term growth by investing in common stocks 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. Retirement Income Fund seeks to provide investors with high
current income and an investment that has the potential for capital
appreciation.

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<PAGE>

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. Capital Appreciation Fund seeks capital appreciation by investing
primarily in equity securities of small to medium-sized companies expected to
grow over time and, to a lesser extent, in equity securities of larger, more
well established companies presenting growth potential.

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.
Blue Chip Fund seeks to achieve long-term capital appreciation. Current income
is a secondary objective. It seeks to achieve these objectives by investing
primarily in equity securities and any securities that are convertible into
equity securities. Quantum Fund seeks to achieve long-term capital appreciation.
It seeks to achieve this objective by investing primarily in equity securities
of medium- to large-sized companies expected to grow over time that meet the
Fund's "Social Criteria" strategy.

Delchester Fund seeks as high a current income as possible by investing
principally high yield, high risk in corporate bonds, and also in U.S.
government securities and commercial paper. Strategic Income Fund seeks to
provide investors with high current income and total return by using a
multi-sector investment approach, investing principally in three sectors of the
fixed-income securities markets: high yield, higher risk securities, investment
grade fixed-income securities and foreign government and other foreign
fixed-income securities. High-Yield Opportunities Fund seeks to provide
investors with total return and, as a secondary objective, high current income.

U.S. Government Fund seeks high current income by investing primarily
in long-term debt obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities.

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

Tax-Free USA Fund seeks high current income exempt from federal income
tax by investing in municipal bonds of geographically-diverse issuers. Tax-Free
Insured Fund invests in these same types of securities but with an emphasis on
municipal bonds protected by insurance guaranteeing principal and interest are
paid when due. Tax-Free USA Intermediate Fund seeks a high level of current
interest income exempt from federal income tax, consistent with the preservation
of capital by investing primarily in municipal bonds.

Tax-Free Money Fund seeks high current income, exempt from federal
income tax, by investing in short-term municipal obligations, while maintaining
a stable net asset value.

Tax-Free Pennsylvania Fund seeks a high level of current interest
income exempt from federal and, to the extent possible, certain Pennsylvania
state and local taxes, consistent with the preservation of capital.

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<PAGE>

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. Emerging Markets Fund
seeks long-term capital appreciation by investing primarily in equity securities
of issuers located or operating in emerging countries.

Enterprise Fund seeks to provide maximum appreciation of capital by
investing in medium-sized companies which have a dominant position within their
industry, are undervalued, or have potential for growth in earnings. U.S. Growth
Fund seeks to maximize capital appreciation by investing in companies of all
sizes which have low dividend yields, strong balance sheets and high expected
earnings growth rates relative to their industry. World Growth Fund seeks to
maximize total return (capital appreciation and income), principally through
investments in an internationally diversified portfolio of equity securities.
New Pacific Fund seeks long-term capital appreciation by investing primarily in
companies which are domiciled in or have their principal business activities in
the Pacific Basin. Federal Bond Fund seeks to maximize current income consistent
with preservation of capital. The fund attempts to achieve this objective by
investing primarily in securities issued by the U.S. government, its agencies
and instrumentalities. Corporate Income Fund seeks to provide high current
income consistent with preservation of capital. The fund attempts to achieve
this objective primarily by investing in a diversified portfolio of investment
grade fixed-income securities issued by U.S. corporations.

Delaware Group Premium Fund, Inc. offers fifteen funds available
exclusively as funding vehicles for certain insurance company separate accounts.
Decatur Total Return Series (formerly known as 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. Delchester Series (formerly known as 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. Cash Reserve Series (formerly known as Money Market Series) seeks
the highest level of income consistent with preservation of capital and
liquidity through investments in short-term money market instruments. DelCap
Series (formerly known as Growth Series) seeks long-term capital appreciation by
investing its assets in a diversified portfolio of securities exhibiting the
potential for significant growth. Delaware Series (formerly known as 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. Trend Series (formerly known as
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. Global Bond
Series 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. Strategic Income Series seeks
high current income and total return by using a multi-sector investment
approach, investing primarily in three sectors of the fixed-income securities
markets: high-yield, higher risk securities; investment grade fixed-income
securities; and foreign government and other foreign fixed-income securities.
Devon Series seeks current income and

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<PAGE>

capital appreciation by investing primarily in income-producing common stocks,
with a focus on common stocks that the investment manager believes have the
potential for above-average dividend increases over time. Emerging Markets
Series seeks to achieve long-term capital appreciation by investing primarily in
equity securities of issuers located or operating in emerging countries.
Convertible Securities Series seeks a high level of total return on its assets
through a combination of capital appreciation and current income by investing
primarily in convertible securities. Quantum Series seeks to achieve long-term
capital appreciation by investing primarily in equity securities of medium to
large-sized companies expected to grow over time that meet the Series' "Social
Criteria" strategy.

Voyageur U.S. Government Securities Fund seeks to provide a high level
of current income consistent with the prudent investment risk by investing in
U.S. Treasury bills, notes, bonds, and other obligations issued or
unconditionally guaranteed by the full faith and credit of the U.S. Treasury,
and repurchase agreements fully secured by such obligations.

Voyageur Arizona Insured Tax Free Fund seeks to provide a high level of
current income exempt from federal income tax and the Arizona personal income
tax, consistent with the preservation of capital. Voyageur Minnesota Insured
Fund seeks to provide a high level of current income exempt from federal income
tax and the Minnesota personal income tax, consistent with the preservation of
capital.

Voyageur Minnesota Limited Term Tax Free Fund seeks to provide a high
level of current income exempt from federal income tax and the Minnesota
personal income tax, consistent with preservation of capital. The Fund seeks to
reduce market risk by maintaining an average weighted maturity from five to ten
years.

Voyageur California Insured Tax Free Fund seeks to provide a high level
of current income exempt from federal income tax and the California personal
income tax, consistent with the preservation of capital. Voyageur Florida
Insured Tax Free Fund seeks to provide a high level of current income exempt
from federal income tax, consistent with the preservation of capital. The Fund
will seek to select investments that will enable its shares to be exempt from
the Florida intangible personal property tax. Voyageur Florida Tax Free Fund
seeks to provide a high level of current income exempt from federal income tax,
consistent with the preservation of capital. The Fund will seek to select
investments that will enable its shares to be exempt from the Florida intangible
personal property tax. Voyageur Kansas Tax Free Fund seeks to provide a high
level of current income exempt from federal income tax, the Kansas personal
income tax and the Kansas Intangible personal property tax, consistent with the
preservation of capital. Voyageur Missouri Insured Tax Free Fund seeks to
provide a high level of current income exempt from federal income tax and the
Missouri personal income tax, consistent with the preservation of capital.
Voyageur New Mexico Tax Free Fund seeks to provide a high level of current
income exempt from federal income tax and the New Mexico personal income tax,
consistent with the preservation of capital. Voyageur Oregon Insured Tax Free
Fund seeks to provide a high level of current income exempt from federal income
tax and the Oregon personal income tax, consistent with the preservation of
capital. Voyageur Utah Tax Free Fund seeks to provide a high level of current
income exempt from federal income tax, consistent with the preservation of
capital. Voyageur Washington Insured Tax Free Fund seeks to provide a high level
of current income exempt from federal income tax, consistent with the
preservation of capital.

Voyageur Florida Limited Term Tax Free Fund seeks to provide a high
level of current income exempt from federal income tax, consistent with the
preservation of capital. The Fund will seek to select investments that will
enable its shares to be exempt from the Florida intangible personal property
tax. The Fund seeks to reduce market risk by maintaining an average weighted
maturity from five to ten years.

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<PAGE>

Voyageur Arizona Tax Free Fund seeks to provide a high level of current
income exempt from federal income tax and the Arizona personal income tax,
consistent with the preservation of capital. Voyageur California Tax Free Fund
seeks to provide a high level of current income exempt from federal income tax
and the California personal income tax, consistent with the preservation of
capital. Voyageur Iowa Tax Free Fund seeks to provide a high level of current
income exempt from federal income tax and the Iowa personal income tax,
consistent with the preservation of capital. Voyageur Idaho Tax Free Fund seeks
to provide a high level of current income exempt from federal income tax and the
Idaho personal income tax, consistent with the preservation of capital. Voyageur
Minnesota High Yield Municipal Bond Fund seeks to provide a high level of
current income exempt from federal income tax and the Minnesota personal income
tax primarily through investment in medium and lower grade municipal
obligations. Voyageur National High Yield Municipal Fund seeks to provide a high
level of income exempt from federal income tax, primarily through investment in
medium and lower grade municipal obligations. Voyageur New York Tax Free Fund
seeks to provide a high level of current income exempt from federal income tax
and the personal income tax of the state of New York and the city of New York,
consistent with the preservation of capital. Voyageur Wisconsin Tax Free Fund
seeks to provide a high level of current income exempt from federal income tax
and the Wisconsin personal income tax, consistent with the preservation of
capital.

Voyageur Colorado Tax Free Fund seeks to provide a high level of
current income exempt from federal income tax and the Colorado personal income
tax, consistent with the preservation of capital.

Voyageur Aggressive Growth Fund seeks long-term capital appreciation,
which the Fund attempts to achieve by investing primarily in equity securities
believed to have the potential for high earnings growth. Although the Fund, in
seeking its objective, may receive current income from dividends and interest,
income is only an incidental consideration in the selection of the Fund's
investments. Voyageur Growth Stock Fund has an objective of long-term capital
appreciation. The Fund seeks to achieve its objective from equity securities
diversified among individual companies and industries.

Voyageur Minnesota Tax Free Fund seeks to provide a high level of
current income exempt from federal income tax and the Minnesota personal income
tax, consistent with the preservation of capital. Voyageur North Dakota Tax Free
Fund seeks to provide a high level of current income exempt from federal income
tax and the North Dakota personal income tax, consistent with the preservation
of capital.

For more complete information about any of the Delaware Group 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).

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<PAGE>

GENERAL INFORMATION

The Manager is the investment manager of the Fund. The Manager also
provides investment management services to certain of 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, investment decisions
for such other funds and accounts may be made at the same time as investment
decisions of the Fund.

The Manager, or its affiliate Delaware International Advisers Ltd.,
also manages the investment options for Delaware Medallion(sm) III Variable
Annuity. Medallion is issued by Allmerica Financial Life Insurance and Annuity
Company (First Allmerica Financial Life Insurance Company in New York and
Hawaii). Delaware Medallion offers ten different investment series ranging from
domestic equity funds, international equity and bond funds and domestic fixed
income funds. Each investment series available through Medallion utilizes an
investment strategy and discipline the same as or similar to one of the Delaware
Group mutual funds available outside the annuity. See Delaware Group Premium
Fund, Inc., above.

Access persons and advisory persons of the Delaware Group of funds, as
those terms are defined in SEC Rule 17j-1 under the 1940 Act, who provide
services to the Manager, Delaware International Advisers Ltd. or their
affiliates, are permitted to engage in personal securities transactions subject
to the exceptions set forth in Rule 17j-1 and the following general restrictions
and procedures: (1) certain blackout periods apply to personal securities
transactions of those persons; (2) transactions must receive advance clearance
and must be completed on the same day as the clearance is received; (3) certain
persons are prohibited from investing in initial public offerings of securities
and other restrictions apply to investments in private placements of securities;
(4) opening positions may only be closed-out at a profit after a 60-day holding
period has elapsed; and (5) the Compliance Officer must be informed periodically
of all securities transactions and duplicate copies of brokerage confirmations
and account statements must be supplied to the Compliance Officer.

The Distributor acts as national distributor for the Fund and for the
other mutual funds in the Delaware Group.

For the period May 2, 1994 (date of initial public offering) through
March 31, 1995, the Distributor, and, in its capacity as the Fund's national
distributor, DDI received CDSC payments in the aggregate amount of $4,034 with
respect to Class B Shares. For the fiscal years ended March 31, 1996 and march
31, 1997, the Distributor received CDSC payments in the amount of $14,479 and
$42,420, respectively, with respect to Class B Shares. Effective as of January
3, 1995, such payments have been made to the Distributor.

For the period November 29, 1995 (date of initial public offering)
through March 31, 1996, the Distributor received CDSC payments in the amount of
$1.74 with respect to Class C Shares. For the fiscal year ended March 31, 1997,
the Distributor received CDSC payments in the amount of $484 with respect to
Class C Shares.

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 Transfer Agent also
provides accounting services to the Fund. Those services include performing all
functions related to calculating the Fund's net asset value and providing all
financial reporting services, regulatory compliance testing and the related
accounting services. For its services, the Transfer Agent is paid a fee based on
total assets of all funds in the Delaware Group for which it provides such
accounting services. Such fee is equal to 0.25% multiplied by the total amount
of assets in the complex for which the Transfer Agent furnishes accounting

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<PAGE>

services, where such aggregate complex assets are $10 billion or less, and 0.20%
of assets if such aggregate complex assets exceed $10 billion. The fees are
charged to each fund, including the Fund, on an aggregate pro-rata basis. The
asset-based fee payable to the Transfer Agent is subject to a minimum fee
calculated by determining the total number of investment portfolios and
associated classes.

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.

Bankers Trust Company ("Bankers Trust"), One Bankers Trust Plaza, New
York, NY 10006, is custodian of the Fund's securities and cash. As custodian for
the Fund, Bankers Trust maintains a separate account or accounts for the Fund;
receives, holds and releases portfolio securities on account of the Fund;
receives and disburses money on behalf of the Fund; and collects and receives
income and other payments and distributions on account of the Fund's portfolio
securities.

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

Capitalization
The Fund has an authorized capital of ten billion shares of common
stock, $.001 par value per share. The directors are authorized to issue
different series and classes of shares of common stock. At present, only one
series has been issued which offers shares of four classes--Cash Reserve A Class
(which is known as 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 Delaware Cash Reserve
Consultant Class, and was known as the Delaware Cash Reserve Consultant class
from November 1992 to May 1994, the Delaware Cash Reserve (Institutional) class
from May 1992 to November 1992 and the consultant class prior to May 1992); Cash
Reserve B Class (which is known as Delaware Cash Reserve B Class) and Cash
Reserve C Class (which is known as Delaware Cash Reserve C Class). Two billion
shares have been allocated to each of Class A Shares, Class B Shares and Class C
Shares and five hundred million shares have been allocated to Consultant Class
Shares.

General expenses of the Fund will be allocated on a pro-rata basis to
the Classes according to asset size, except that expenses of the 12b-1 Plans of
Consultant Class Shares, Class B Shares and Class C Shares will be allocated
solely to those respective Classes. Each Class represents a proportionate
interest in the assets of the Fund, and each has the same voting and other
rights and preferences as the other Class, except that Class A Shares may not
vote on any matter affecting the Consultant Class Shares', Class B Shares' or
Class C Shares' 12b-1 Plans. As a general matter, shareholders of Consultant
Class Shares, Class B Shares and Class C Shares may only vote on matters
affecting the 12b-1 Plan that relates to the Class of shares that they hold.
However, Class B Shares may vote on any proposal to increase materially the fees
to be paid by the Fund under the 12b-1 Plan relating to Consultant Class Shares.

Shares have no preemptive rights, are fully transferable and, when
issued, are fully paid and nonassessable.

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<PAGE>

Noncumulative Voting
Fund 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 at
800-523-1918.

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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.

-58-
<PAGE>

APPENDIX B--IRA INFORMATION

An individual can contribute up to $2,000 to his or her IRA each year.
Contributions may or may not be deductible depending upon the taxpayer's
adjusted gross income and whether the taxpayer or his or her spouse is an active
participant in an employer-sponsored retirement plan. Even if a taxpayer (or his
or her spouse) is an active participant in an employer-sponsored retirement
plan, the full $2,000 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. No deductions are available 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 for years prior to 1997), 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 IRA 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.

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, such as the Fund,
your bottom line at retirement could be lower--it could also be much higher.

-59-
<PAGE>

$2,000 Invested Annually Assuming a 7% Annualized Return

15% Tax Bracket Single - $0-$24,650
---------------
Joint - $0-$41,200
<TABLE>
<CAPTION>
How Much You
End of Cumulative How Much You Have With Full
Year Investment Amount Have Without IRA IRA Deduction

[Without IRA--investment of $1,700 ($2,000 less 15%) earning 5.95% (7% less
15%)]

28% Tax Bracket Single - $24,651-$59,750
---------------
Joint - $41,201-$99,600
<TABLE>
<CAPTION>

End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction

[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%]

-60-
<PAGE>

31% Tax Bracket Single - $59,751-$124,650
---------------
Joint - $99,601-$151,750
<TABLE>
<CAPTION>

End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction

[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 - $124,651-$271,050
---------------
Joint - $151,751-$271,050
<TABLE>
<CAPTION>

End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction

[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%]

-61-
<PAGE>

39.6% Tax Bracket* Single - over $271,050
-----------------
Joint - over $271,050
<TABLE>
<CAPTION>

End of Cumulative How Much You How Much You Have with Full IRA
Year Investment Amount Have Without IRA No Deduction Deduction

[Without IRA--investment of $1,208 ($2,000 less 39.6%) earning 6.04% (7% less
39.6%)]
[With IRA--No Deduction--investment of $1,208 ($2,000 less 39.6%)
earning 7%]

* For tax years beginning after 1992, a 36% tax rate applies to all taxable
income in excess of the maximum dollar amounts subject to the 31% tax
rate. In addition, a 10% surtax (not applicable to capital gains) applies
to certain high-income taxpayers. It is computed by applying a 39.6% rate
to taxable income in excess of $271,050. The above tables do not reflect
the personal exemption phaseout nor the limitations of itemized deductions
that may apply.

-62-
<PAGE>

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

<S> <C> <C> <C> <C> <C> <C>
10 $ 3,050 $ 3,128 $ 3,239 $ 3,307 $ 3,621 $ 4,019
15 3,767 3,911 4,121 4,253 4,872 5,698
20 4,652 4,891 5,245 5,469 6,555 8,077
30 7,094 7,650 8,493 9,043 11,867 16,233
40 10,820 11,963 13,753 14,953 21,483 32,623

</TABLE>

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

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

</TABLE>

-63-
<PAGE>

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

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

Compounded returns for the longest period of time is the key. The above
illustration assumes a 10% rate of return and the reinvestment of all proceeds.

And it pays to shop around. If you get just 2% more per year, it can
make a big difference when you retire. A constant 8% versus 10% return,
compounded monthly, illustrates the point. This chart is based on a yearly
investment of $2,000 on January 1. After 30 years the difference can mean as
much as 50% more!

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

10 years $31,291 $35,062
30 years $244,692 $361,887

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

-64-
<PAGE>

FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditors for Delaware Group
Cash Reserve, Inc. and, in its capacity as such, audits the annual financial
statements of the Fund. The Fund's Statement of Net Assets, Statement of Assets
and Liabilities, Statement of Operations, Statement of Changes in Net Assets and
Notes to Financial Statements, as well as the report of Ernst & Young LLP,
independent auditors, for the fiscal year ended March 31, 1997, are included in
Delaware Group Cash Reserve, Inc.'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.

-65-
<PAGE>

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,
ACCOUNTING SERVICES
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
One Commerce Square
Philadelphia, PA 19103

INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103

CUSTODIAN
Bankers Trust Company
One Bankers Trust Plaza
New York, NY 10006

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

DELAWARE CASH RESERVE

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

A CLASS
- ---------------------------------------------------------

B CLASS
- ---------------------------------------------------------

C CLASS
- ---------------------------------------------------------

CONSULTANT CLASS
- ---------------------------------------------------------

CLASSES OF DELAWARE GROUP CASH
RESERVE, INC.

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

No Front-End Sales Charge

PART B

STATEMENT OF
ADDITIONAL INFORMATION

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

MAY 30, 1997

DELAWARE
GROUP
--------

<PAGE>

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 Assets and Liabilities
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 into this filing by
reference into Part B from the Registrant's Annual
Report for the fiscal year ended March 31, 1997.

(b) Exhibits:

(1) Articles of Incorporation.

(a) Articles of Incorporation, as
amended and supplemented through
November 28, 1995, incorporated
into this filing by reference to
Post- Effective Amendment No. 39
filed November 20, 1995.

(b) Form of Articles Supplementary
(November 28, 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 39
filed November 20, 1995.

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

(3) Voting Trust Agreement. Inapplicable.

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

(a) Articles of Incorporation and
Articles Supplementary.

(i) Articles Fifth and Ninth
of the Articles of
Incorporation (September
12, 1990) and Article
Second of the Certificate
of Correction to Articles
Supplementary (May 2,
1994) incorporated into
this filing by reference
to Post-Effective
Amendment No. 39 filed
November 20, 1995.

<PAGE>
PART C - Other Information
(Continued)

(ii) Form of Articles
Supplementary (November
28, 1995) incorporated
into this filing by
reference to
Post-Effective Amendment
No. 39 filed November 20,
1995.

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

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

(6) (a) Distribution Agreement.

(i) Form of Distribution
Agreement (April 3, 1995)
incorporated into this
filing by reference to
Post-Effective Amendment
No. 39 filed November 20,
1995.

(ii) Form of Amendment No. 1
to Distribution Agreement
(November 29, 1995)
incorporated into this
filing by reference to
Post-Effective Amendment
No. 39 filed November 20,
1995.

(b) Administration and Service
Agreement. Form of Administration
and Service Agreement (as amended
November 1995) incorporated into
this filing by reference to
Post-Effective Amendment No. 39
filed November 20, 1996.

(c) Dealer's Agreement. Dealer's
Agreement (as amended November
1995) incorporated into this
filing by reference to
Post-Effective Amendment No. 39
filed November 20, 1996.

(d) Mutual Fund Agreement. Mutual
Fund Agreement for the Delaware
Group of Funds (as amended
November 1995) (Module)
incorporated into this filing by
reference to Post-Effective
Amendment No. 40 filed May 30,
1996.

(7) Bonus, Profit Sharing, Pension Contracts.

(a) Amended and Restated Profit
Sharing Plan (November 17, 1994)
incorporated into this filing by
reference to Post-Effective
Amendment No. 38 filed May 30,
1995.

(b) Amendment to Profit Sharing Plan
(December 21, 1995) (Module)
incorporated into this filing by
reference to Post-Effective
Amendment No. 40 filed May 30,
1996.

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

<PAGE>

PART C - Other Information
(Continued)
(9) Other Material Contracts.

(a) Shareholders Services Agreement
between Delaware Service Company
and the Registrant on behalf of
the Fund incorporated into this
filing by reference to
Post-Effective Amendment No. 33
filed May 30, 1991.

(b) Executed Fund Accounting
Agreement (August 19, 1996)
between Delaware Service Company,
Inc. and the Registrant on behalf
of each Fund attached as Exhibit.

(i) Executed Amendment No. 1
(September 30, 1996) to
Delaware Group of Funds
Fund Accounting Agreement
attached as Exhibit.

(ii) Executed Amendment No. 2
(November 30, 1996) to
Delaware Group of Funds
Fund Accounting Agreement
attached as Exhibit.

(iii) Executed Amendment No. 3
(December 27, 1996) to
Delaware Group of Funds
Fund Accounting Agreement
attached as Exhibit.

(iv) Executed Amendment No. 4
(February 24, 1997) to
Delaware Group of Funds
Fund Accounting Agreement
attached as Exhibit.

(v) Executed Amendment No. 5
(May 30, 1997) to
Delaware Group of Funds
Fund Accounting Agreement
attached as Exhibit.

(10) Opinion of Counsel. Filed with letter
relating to Rule 24f-2 on or about May
24, 1997.

(11) Consent of Auditors. Attached as
Exhibit.

(12) Inapplicable.

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

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

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

(a) Form of Plan under Rule 12b-1 for
Class B (November 29, 1995)
incorporated into this filing by
reference to Post-Effective
Amendment No. 39 filed November
20, 1995.
** Relates to Registrant's Delaware Cash Reserve Consultant Class,
Delaware Cash Reserve B Class and Delaware Cash Reserve C Class only.

<PAGE>

PART C - Other Information
(Continued)

(b) Form of Plan under Rule 12b-1 for
Class C (November 29, 1995)
incorporated into this filing by
reference to Post-Effective
Amendment No. 39 filed November
20, 1995.

(c) Form of Plan under Rule 12b-1 for
Consultant Class (November 29,
1995) incorporated into this
filing by reference to
Post-Effective Amendment No. 39
filed November 20, 1995.

(16) Schedules of Computation for each
Performance Quotation.

(a) Incorporated into this filing by
reference to Post-Effective
Amendment No. 38 filed May 30,
1995 and Post-Effective Amendment
No. 40 filed May 30, 1997.

(b) Schedules of Computation for
each Performance Quotation for
periods not previously
electronically filed attached as
Exhibit.

(17) Financial Data Schedules. Attached as
Exhibit.

(18) Inapplicable.

(19) Other: Directors' Power of Attorney.

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

(b) Power of Attorney for Thomas F.
Madison and Jeffrey J. Nick
attached as Exhibit.

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

Item 26. Number of Holders of Securities.
<TABLE>
<CAPTION>

(1) (2)

Number of
Title of Class Record Holders
<S> <C> <C>
Delaware Group Cash Reserve, Inc.'s:

Delaware Cash Reserve A Class
Common Stock Par Value 39,754 Accounts as of
$.001 Per Share April 30, 1997

Delaware Cash Reserve B Class
Common Stock Par Value 509 Accounts as of
$.001 Per Share April 30, 1997

</TABLE>

<PAGE>

PART C - Other Information
(Continued)
<TABLE>
<CAPTION>

(1) (2)

Number of
Title of Class Record Holders

<S> <C> <C>
Delaware Cash Reserve C Class
Common Stock Par Value 151 Accounts as of
$.001 Per Share April 30, 1997

Delaware Cash Reserve Consultant Class
Common Stock Par Value 1,342 Accounts as of
$.001 Per Share April 30, 1997

</TABLE>

Item 27. Indemnification. Incorporated into this filing by
reference to Post-Effective Amendment No. 17 filed March
29, 1984 and Post-Effective Amendment No. 38 filed May 30,
1995.

Item 28. Business and Other Connections of Investment Adviser.

Delaware Management Company, Inc. (the "Manager") also
serves as investment manager to the Registrant and also serves as investment
manager or sub-adviser to certain of the other funds in the Delaware Group
(Delaware Group Equity Funds I, Inc., Delaware Group Equity Funds II, Inc.,
Delaware Group Trend Funds, Inc., Delaware Group Equity Funds IV, Inc., Delaware
Groupo Equity Funds V, Inc., Delaware Group Income Funds, Inc., Delaware Group
Government Fund, Inc., Delaware Group Limited-Term Government Funds, Inc.,
Delaware Group Tax-Free Fund, Inc., DMC Tax-Free Income Trust-Pennsylvania,
Delaware Group Premium Fund, Inc., Delaware Group Global & International Funds,
Inc., Delaware Pooled Trust, Inc., Delaware Group Adviser Funds, Inc., Delaware
Group Dividend and Income Fund, Inc., Delaware Group Global Dividend and Income
Fund, Inc., Voyageur Funds, Inc., Voyageur Insured Funds, Inc., Voyageur
Intermediate Tax Free Funds, Inc., Voyageur Investment Trust, Voyageur
Investment Trust II, Voyageur Mutual Funds, Inc., Voyageur Mutual Funds II,
Inc., Voyageur Mutual Funds III, Inc., Voyageur Tax Free Funds, Inc., Voyageur
Arizona Municipal Income Fund, Inc., Voyageur Colorado Insured Municipal Income
Fund, Inc., Voyageur Minnesota Municipal Income Fund, Inc., Voyageur Municipal
Income Fund II, Inc. and Voyageur Minnesota Municipal Income Fund III, Inc.) and
provides investment advisory services to institutional accounts, primarily
retirement plans and endowment funds and to certain other investment companies.
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 indirectly 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.

<PAGE>

PART C - Other Information
(Continued)

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

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

<S> <C>
Wayne A. Stork Chairman of the Board, President, Chief Executive Officer, Chief Investment
Officer and Director of Delaware Management Company, Inc.; President,
Chief Executive Officer, Chairman of the Board and Director of the
Registrant, each of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware International Holdings
Ltd. and Founders Holdings, Inc.; Chairman of the Board and Director of
Delaware Distributors, Inc. and Delaware Capital Management, Inc.;
Chairman, Chief Executive Officer and Director of Delaware International
Advisers Ltd.; and Director of Delaware Service Company, Inc. and
Delaware Investment & Retirement Services, Inc.

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

Board of Directors, Chairman of Finance Committee, Keystone Insurance Company
since 1989, 2040 Market Street, Philadelphia, PA; Board of Directors,
Chairman of Finance Committee, AAA Mid Atlantic, Inc. since 1989, 2040 Market
Street, Philadelphia, PA; Board of Directors, Metron, Inc. since 1995, 11911
Freedom Drive, Reston, VA

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

Director, HYPPCO Finance Company Ltd.
</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)
<TABLE>
<CAPTION>

<S> <C>
David K. Downes Executive Vice President, Chief Operating Officer, Chief Financial Officer
and Director of Delaware Management Company, Inc., Delaware
Management Holdings, Inc., DMH Corp., Delaware Distributors, Inc.,
Founders Holdings, Inc. and Delaware International Holdings Ltd.;
Executive Vice President, Chief Operating Officer and Chief Financial
Officer of the Registrant and each of the other funds in the Delaware Group
and Delaware Capital Management, Inc.; Chairman and Director of
Delaware Management Trust Company; President, Chief Executive Officer,
Chief Financial Officer and Director of Delaware Service Company, Inc.;
Chairman and Director of Delaware Investment & Retirement Services, Inc.;
Director of Delaware International Advisers Ltd.; and Senior Vice President,
Chief Administrative Officer and Chief Financial Officer of Delaware
Distributors, L.P.

Chief Executive Officer and Director of Forewarn, Inc. since 1993, 8
Clayton Place, Newtown Square, PA

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

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)
<TABLE>
<CAPTION>

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

Director, HYPPCO Finance Company Ltd.

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

Michael P. Bishof(1) Vice President and Treasurer of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware Service Company,
Inc. and Founders Holdings, Inc.; Assistant Treasurer of Founders CBO
Corporation; and Vice President and Manager of Investment Accounting of
Delaware International Holdings Ltd.

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

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

Partner of Tri-R Associates since 1989, 10001 Sandmeyer Lane,
Philadelphia, PA

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)
<TABLE>
<CAPTION>

<S> <C>
Joseph H. Hastings Vice President/Corporate Controller of Delaware Management Company,
Inc., the Registrant, each of the other funds in the Delaware Group,
Delaware Management Holdings, Inc., DMH Corp., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware Service Company, Inc.,
Delaware Capital Management, Inc., Founders Holdings, Inc. and Delaware
International Holdings Ltd.; Executive Vice President, Chief Financial
Officer and Treasurer of Delaware Management Trust Company; Chief
Financial Officer and Treasurer of Delaware Investment & Retirement
Services, Inc.; and Assistant Treasurer of Founders CBO Corporation

Richard Salus(2) Vice President/Assistant Controller of Delaware Management Company,
Inc.

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

Steven T. Lampe(3) Vice President/Taxation of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service Company, Inc., Delaware
Management Trust Company, Founders Holdings, Inc., Founders CBO
Corporation, Delaware Capital Management, Inc. and Delaware Investment
& Retirement Services, Inc.

Lisa O. Brinkley Vice President/Compliance of Delaware Management Company, Inc.,
the Registrant, each of the other funds in the Delaware Group, DMH Corp.,
Delaware Distributors, L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware Management Trust Company, Delaware Capital
Management, Inc. and Delaware Investment & Retirement Services, Inc.

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

Douglas L. Anderson Vice President/Operations of Delaware Management Company, Inc.,
Delaware Investment and Retirement Services, Inc. and Delaware Service
Company, Inc.; and Vice President/Operations and Director of Delaware
Management Trust Company

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

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)
<TABLE>
<CAPTION>

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

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

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

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

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

Mitchell L. Conery(4) Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.
and each of the tax-exempt and fixed income funds in the Delaware Group

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

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

Gerald S. Frey(5) Vice President/Senior Portfolio Manager of Delaware Management
Company, Inc. and each of the equity funds in the Delaware Group

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)
<TABLE>
<CAPTION>

<S> <C>
Babak Zenouzi Vice President/Portfolio Manager of Fund, each of the equity funds and the
closed-end funds in the Delaware Group
</TABLE>

<S> <C>
(1) VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS, Bankers Trust and VICE PRESIDENT, CS First Boston
Investment Management prior to June 1995.
(2) SENIOR MANAGER, Ernst & Young LLP prior to December 1996.
(3) TAX MANAGER, Price Waterhouse prior to October 1995.
(4) INVESTMENT OFFICER, Travelers Insurance prior to January 1997 and RESEARCH ANALYST, CS First Boston Investment Management
prior to March 1995.
(5) SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June 1996.
</TABLE>

* 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 Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Delaware Distributors, Inc. General Partner None

Delaware Management
Company, Inc. Limited Partner Investment Manager

Delaware Capital
Management, Inc. Limited Partner None

Bruce D. Barton President and CEO None

David K. Downes Senior Vice President, Executive Vice
Chief Administrative Officer President/Chief
and Chief Financial Officer Operating Officer/
Chief Financial Officer

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

Terry Cunningham Senior Vice President/ None
National Sales Director

Thomas Sawyer Senior Vice President/ None
Western Sales Division
</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)
<TABLE>
<CAPTION>

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Dana B. Hall Senior Vice President/ None
Key Accounts

William F. Hostler Senior Vice President/ None
Marketing Services

J. Chris Meyer Senior Vice President/ None
Product Development

Stephen H. Slack Senior Vice President/Wholesaler None

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

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

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

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

Steven T. Lampe Vice President/Taxation Vice President/Taxation

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

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

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

Daniel H. Carlson Vice President/Marketing None

Diane M. Anderson Vice President/ None
Retirement Services

Denise F. Guerriere Vice President/Client Services None

Julia R. Vander Els Vice President/Client Services None

Jerome J. Alrutz Vice President/ None
Client Services

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)
<TABLE>
<CAPTION>

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Joanne A. Mettenheimer Vice President/ None
National Accounts

Gregory J. McMillan Vice President/ None
National Accounts

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

Stephen J. DeAngelis Vice President/Product None
Development

Susan T. Friestedt Vice President/Customer None
Service

Dinah J. Huntoon Vice President/Product None
Management

Soohee Lee Vice President/Fixed Income None
Product Management

Ellen M. Krott Vice President/Communications None

Holly W. Reimel Vice President/Telemarketing None

Terrence L. Bussard 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

Thomas C. Gallagher Vice President/Wholesaler None

Douglas R. Glennon Vice President/Wholesaler None

Christopher L. Johnston Vice President/Wholesaler None

Thomas P. Kennett Vice President/ Wholesaler None

William M. Kimbrough Vice President/Wholesaler None

Debra Afra Marler Vice President/Wholesaler None
</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Mac McAuliffe Vice President/Wholesaler None

Patrick L. Murphy Vice President/Wholesaler None

Henry W. Orvin Vice President/Wholesaler None

Philip G. Rickards Vice President/Wholesaler None

Laura E. Roman Vice President/Wholesaler None

Michael W. Rose Vice President/Wholesaler None

Linda Schulz Vice President/Wholesaler None

Edward B. Sheridan Vice President/Wholesaler None

Robert E. Stansbury Vice President/Wholesaler None

Larry D. Stone Vice President/Wholesaler None

John A. Wells Vice President/Marketing None
Technology
</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.

<PAGE>

PART C - Other Information
(Continued)

Item 31. Management Services. None.

Item 32. Undertakings.

(a) Not Applicable.

(b) Not Applicable.

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

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on
this 28th day of May, 1997.

DELAWARE GROUP CASH RESERVE, INC.

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

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

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

Chairman of the Board, President,
/s/Wayne A. Stork Chief Executive Officer and Director May 28, 1997
- -------------------------------------
Wayne A. Stork
Executive Vice President/Chief Operating
Officer/Chief Financial Officer/Director
(Principal Financial Officer and Principal
/s/David K. Downes Accounting Officer) May 28, 1997
- ------------------------------------
David K. Downes

/s/Walter P. Babich * Director May 28, 1997
- ------------------------------------
Walter P. Babich

/s/Anthony D. Knerr * Director May 28, 1997
- ------------------------------------
Anthony D. Knerr

/s/Ann R. Leven * Director May 28, 1997
- ------------------------------------
Ann R. Leven

/s/W. Thacher Longstreth * Director May 28, 1997
- ------------------------------------
W. Thacher Longstreth

/s/Thomas F. Madison * Director May 28, 1997
- ------------------------------------
Thomas F. Madison

/s/Jeffrey J. Nick * Director May 28, 1997
- ------------------------------------
Jeffrey J. Nick

/s/Charles E. Peck * Director May 28, 1997
- ------------------------------------
Charles E. Peck

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

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<PAGE>

INDEX TO EXHIBITS

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

<S> <C>
EX-99.B9B Executed Fund Accounting Agreement (August 19, 1996) between Delaware Service
Company, Inc. and the Registrant on behalf of each Fund

EX-99.B9BI Executed Amendment No. 1 (August 19, 1996) to Delaware Group of Funds Fund
Accounting Agreement

EX-99.B9BII Executed Amendment No. 2 (September 30, 1996) to Delaware Group of Funds Fund
Accounting Agreement

EX-99.B9BIII Executed Amendment No. 3 (November 30, 1996) to Delaware Group of Funds Fund
Accounting Agreement

EX-99.B9BIV Executed Amendment No. 4 (February 24, 1997) to Delaware Group of Funds Fund
Accounting Agreement

EX-99.B9BV Executed Amendment No. 5 (May 30, 1997) to Delaware Group of Funds Fund
Accounting Agreement

EX-99.B11 Consent of Auditors

EX-99.B16B Schedules of Computation for each Performance Quotation for periods not previously
electronically filed

EX-27 Financial Data Schedules

EX-99.B19B Power of Attorney for Thomas F. Madison and Jeffrey J. Nick

</TABLE>

<PAGE>
DELAWARE GROUP OF FUNDS

FUND ACCOUNTING AGREEMENT

THIS AGREEMENT, made as of this 19th day of August, 1996 by and between
the registered investment companies in the Delaware Group listed on Schedule A,
which Schedule may be amended from time to time as provided in Section 8 hereof
(each corporation or common law or business trust, hereinafter referred to as a
"Company," and all such entities collectively hereinafter referred to as, the
"Companies"), on behalf of the portfolio(s) of securities of such Companies
listed on Schedule A, which Schedule may be amended from time to time (when used
in this Agreement in the context of a Company that offers only a single
portfolio/series of shares, the term "Portfolio" shall be a reference to such
Company, and when used in the context of a Company that offers multiple
portfolios/series of shares, shall be a reference to each portfolio/series of
such Company) and DELAWARE SERVICE COMPANY, INC. ("DSC"), a Delaware
corporation, having its principal office and place of business at 1818 Market
Street, Philadelphia, Pennsylvania 19103.

W I T N E S S E T H:

WHEREAS, the Investment Management Agreements between the Companies
with respect to each Portfolio and either Delaware Management Company, Inc. or
its U.K. affiliate, Delaware

<PAGE>

International Advisers Ltd., provide, in part, that each Portfolio shall conduct
its business and affairs and shall bear the expenses necessary and incidental
thereto including, but not in limitation of the foregoing, the costs incurred
with respect to accounting services; and
WHEREAS, the services to be provided under this agreement previously
were provided by employees of the Companies; and
WHEREAS, the Companies and DSC desire to have a written agreement
concerning the performance of accounting services for each Portfolio and
providing compensation therefor;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:

I. APPOINTMENT AS AGENT
Section 11 The Companies hereby appoint DSC the accounting
agent ("Accounting Agent") for all of the classes of each Portfolio, to provide
such accounting services as are set forth herein and DSC hereby accepts such
appointment and agrees to provide the Companies, as their agent, the services
described herein.
Section 12 The Companies shall pay DSC and DSC shall accept,
for the services provided hereunder, the compensation provided for in Section VI
hereof. The Companies

-2-
<PAGE>

also shall reimburse DSC for expenses incurred or advanced by it for the
Companies in connection with its services hereunder.

II. DOCUMENTATION

Section 21 Each Company represents that it has provided or
made available to DSC (or has given DSC an opportunity to examine) copies of,
and, DSC represents that it has received from the Companies (or is otherwise
familiar with), the following documents:
A. The Articles of Incorporation or Agreement
and Declaration of Trust or other document, as relevant, evidencing each
Company's form of organization and any current amendments thereto;
B. The By-Laws or Procedural Guidelines of each
Company;
C. Any resolution or other action of each
Company or the Board of Directors or Trustees of each Company establishing or
affecting the rights, privileges or other status of any class of shares of a
Portfolio, or altering or abolishing any such class;
D. A certified copy of a resolution of the Board
of Directors or Trustees of each Company appointing DSC as Accounting Agent for
each Portfolio and authorizing the execution of this Agreement or an amendment
to Schedule A of this Agreement;

-3-
<PAGE>

E. A copy of each Company's currently effective
prospectus[es] and Statement[s] of Additional Information under the Securities
Act of 1933, if effective;
F. A certified copy of any resolution of the
Board of Directors or Trustees of each Company authorizing any person to give
instructions to DSC under this Agreement (with a specimen signature of such
person if not already provided), setting forth the scope of such authority; and
G. Any amendment, revocation or other document
altering, adding, qualifying or repealing any document or authority called for
under this Section 2.1.
Section 22 Each Company and DSC may consult as to forms or
documents that may be required in performing services hereunder.
Section 23 Each Company warrants the following:
A. The Company is, or will be, a properly
registered investment company under the Investment Company Act of 1940 (the
"1940 Act") and any and all shares of a Portfolio which it issues will be
properly registered and lawfully issued under applicable federal and state laws.
B. The provisions of this contract do not
violate the terms of any instrument by which the Company or the Company on
behalf of a Portfolio is bound; nor do they violate any law or regulation of any
body having jurisdiction over the Company or its property.
Section 24 DSC warrants the following:

-4-
<PAGE>

A. The provisions of this contract do not
violate the terms of any instrument by which DSC is bound; nor do they violate
any law or regulation of any body having jurisdiction over DSC or its property.

III. SERVICES TO BE PROVIDED BY DSC

Section 31 Daily Net Asset Value ("NAV") Calculation. As
Accounting Agent for each Portfolio of the Companies, DSC will perform all
functions necessary to provide daily Portfolio NAV calculations, including:
A. Maintaining each Portfolio's securities
portfolio history by:
1. recording portfolio purchases and sales;
2. recording corporate actions and capital
changes relating to portfolio securities;
3. accruing interest, dividends and
expenses; and
4. maintaining the income history for
securities purchased by a Portfolio.
B. Determining distributions to Portfolio
shareholders;
C. Recording and reconciling shareholder
activity including:
1. recording subscription, liquidations and
dividend reinvestments;

-5-
<PAGE>

2. recording settlements of shareholder
activity; and
3. reconciling Portfolio shares outstanding
to the records maintained by DSC, as transfer agent of the Portfolio.
D. Valuing a Portfolio's securities portfolio
which includes determining the NAVs for all classes of the Portfolio;
E. Disseminating Portfolio NAVs and dividends
to interested parties (including the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the Investment Company Institute ("ICI"),
Morningstar, and Lipper Analytical Services, Inc. ("Lipper")); and
F. Resolving pricing and/or custody
discrepancies.
Section 32 Financial Reporting. As Accounting Agent, DSC
shall perform financial reporting services for each Portfolio, which shall
include:
A. The preparation of semi-annual and annual
reports for shareholders which involves the performance of the following
functions:
1. preparing all statements of net assets,
statements of operations and statements of changes in net assets for the
Portfolio;

-6-
<PAGE>
2. preparing footnotes to
financial statements for the Portfolio;
3. preparing workpapers for each Company's
annual audit by its independent public accountants; and
4. coordinating the annual audit by each
Company's independent public accountants.
B. Reporting to the ICI in response to requests
for monthly and other periodic information;
C. Performing statistical reporting, which
includes daily, monthly, quarterly and annual reports for Lipper, Weisenberger
and other third party reporting agencies; and
D. Furnishing financial information for any
additional required SEC reporting, such as the preparation of financial
information for each Company's reporting on Form N-SAR, the furnishing of
financial information for each Company's prospectus[es] and statement[s] of
additional information, and the financial information required for each
Company's annual Rule 24f-2 notice filing;
Section 33 Compliance Testing. DSC will monitor, test and
prepare and maintain supporting schedules which evidence compliance with the
definitional and distribution requirements under the Internal Revenue Code of
1986, as amended ("IRC"), including the following:

-7-
<PAGE>
A. The requirement to be registered at all times
during the taxable year under the 1940 Act (IRC Section 851(a));
B. The annual ninety percent gross income test
(IRC Section 851(b)(2));
C. The short/short (thirty percent) gross income
test (IRC Section 851(b)(3));
D. The quarterly IRC industry diversification
tests (IRC Sections 851(b)(4) and 817(h)); and
E. The 90% distribution requirements (IRC
Section 852(a)).
Section 34 Other Services. In addition to the above, DSC,
in its capacity as Accounting Agent for the Company, will perform the following
services:
A. The calculation of required Portfolio monthly
yields and total return calculations in accordance with the prescribed rules of
the U.S. Securities and Exchange Commission;
B. Providing the financial information necessary
for the preparation of all federal and state tax returns and ancillary
schedules, including:
1. year-end excise tax distributions; and
2. compliance with Subchapter M and Section
4982 of the IRC;

-8-
<PAGE>

C. Performing special tax reporting to
shareholders, including the preparation of reports which reflect income earned
by each Portfolio by state, exempt income and distributions that qualify for the
corporate dividends received deduction;
D. The preparation of expense and budget figures
for each Portfolio, including the maintenance of detailed records pertaining to
expense accruals and payments and adjusting reports to reflect accrual
adjustments;
E. The preparation of reports for Board of
Directors' or Trustees' meetings;
F. Coordination of the custody relationships;
G. Facilitating security settlements;
H. Performance of required foreign security
accounting functions;
I. Performance of daily cash reconciliations for
each Portfolio;
J. Providing identified reports to portfolio
managers including:
1. providing portfolio holdings and security
valuation reports;
2. preparing cash forecasts and
reconciliations as mutually agreed upon; and
3. preparing income projections.

-9-
<PAGE>
IV. PERFORMANCE OF DUTIES

Section 41 DSC may request or receive instructions from a
Company and may, at a Portfolio's expense, consult with counsel for the Company
or its own counsel, with respect to any matter arising in connection with the
performance of its duties hereunder, and shall not be liable for any action
taken or omitted by it in good faith in accordance with such instructions or
opinions of counsel.
Section 42 DSC shall maintain reasonable insurance coverage
for errors and omissions and reasonable bond coverage for fraud.
Section 43 Upon notice thereof to a Company, DSC may employ
others to provide services to DSC in its performance of this Agreement.
Section 44 Personnel and facilities of DSC used to perform
services hereunder may be used to perform similar services to all Companies of
the Delaware Group and their Portfolios and to others, and may be used to
perform other services for all of the Companies of the Delaware Group and
others.
Section 45 The Companies and DSC may, from time to time, set
forth in writing at the Companies' expense certain guidelines to be applicable
to the services hereunder.

-10-
<PAGE>
V. ACCOUNTS AND RECORDS

Section 51 The parties hereto agree and acknowledge that the
accounts and records maintained by DSC with respect to a Portfolio shall be the
property of such Portfolio, and shall be made available to the relevant Company
promptly upon request and shall be maintained for the periods prescribed in Rule
31a-2 under the Investment Company Act of 1940 or such longer period as shall be
agreed to by the parties hereto, at such Portfolio's expense.

VI. COMPENSATION

Section 61 The Companies and DSC acknowledge that the
compensation to be paid hereunder to DSC is intended to induce DSC to provide
services under this Agreement of a nature and quality which the Boards of
Directors or Trustees of the Companies, including a majority who are not parties
to this Agreement or interested person of the parties hereto, have determined
after due consideration to be necessary for the conduct of the business of a
Portfolio in the best interests of a Portfolio and its shareholders.
Section 62 Compensation by a Portfolio hereunder shall be
determined in accordance with Schedule B hereto as it shall be amended from time
to time as provided for herein and which is incorporated herein as a part
hereof.
Section 63 Compensation as provided in Schedule B shall be
reviewed and approved for each Portfolio in the manner

-11-
<PAGE>
set forth in Section 8.1 hereof by the Boards of Directors or Trustees of the
Companies at least annually and may be reviewed and approved more frequently at
the request of either party. The Boards may request and DSC shall provide such
information as the Boards may reasonably require to evaluate the basis of and
approve the compensation.

VII. STANDARD OF CARE

Section 71 The Companies on behalf of each Portfolio
acknowledge that DSC shall not be liable for, and in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
performance of its duties under this contract, agree to indemnify DSC against,
any claim or deficiency arising from the performance of DSC's duties hereunder,
including DSC's costs, counsel fees and expenses incurred in investigating or
defending any such claim or any administrative or other proceeding, and
acknowledge that any risk of loss or damage arising from the conduct of a
Portfolio's affairs in accordance herewith or in accordance with guidelines or
instructions given hereunder, shall be borne by the Portfolio. The
indemnification provided for in this Section 7.1 shall be made Portfolio by
Portfolio so that DSC is only entitled to indemnification from a Company on
behalf of a Portfolio for actions arising from the performance of DSC's duties
as to that Portfolio.

-12-
<PAGE>

VIII. CONTRACTUAL STATUS

Section 81 This Agreement shall be executed and become
effective as to a Company with regard to a Portfolio listed on Schedule A as of
the date first written above if approved by a vote of such Company's Board of
Directors or Trustees, including an affirmative vote of a majority of the non-
interested members of the Board of such Company, cast in person at a meeting
called for the purpose of voting on such approval. It shall continue in effect
for an indeterminate period, and is subject to termination as to a Company on
behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by
either that Company or DSC, unless earlier terminated or amended by agreement
among the parties. A Company shall be permitted to terminate this Agreement as
to a Portfolio on sixty (60) days notice to DSC. Compensation under this
Agreement by a Portfolio shall require approval by a majority vote of the Board
of Directors or Trustees of such Portfolio's Company, including an affirmative
vote of the majority of the non-interested members of such Board cast in person
at a meeting called for the purpose of voting such approval.
Section 82 This Agreement shall become effective as to any
Company or Portfolio not included on Schedule A as of the date first written
above, but desiring to participate in this Agreement, on such date as an amended
Schedule A adding such new Company or Portfolio to such Schedule is executed by
DSC and such new Company or a Company on behalf of a new Portfolio following

-13-
<PAGE>
approval by the Company or by the Company on behalf of a new Portfolio desiring
to be included in this Agreement in accordance with the method specified in
Section 8.1. Any such amended Schedule A shall not affect the validity of this
Agreement as between DSC and the other Companies which have executed this
Agreement or any subsequent amendment to Schedule A of this Agreement.
Section 83 This Agreement may not be assigned by DSC without
the approval of all of the Companies.
Section 84 This Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania.

DELAWARE SERVICE COMPANY, INC.

By: /s/ David K. Downes
-------------------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer

DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP DELCHESTER HIGH-YIELD
BOND FUND, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.

-14-

<PAGE>
DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

By: /s/Wayne A. Stork
-------------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

By: /s/Wayne A. Stork
-------------------------------------
Wayne A. Stork, Chairman

-15-
<PAGE>
SCHEDULE A

COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP*

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.

Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Delchester High-Yield Bond Fund, Inc.

- --------
* Except as otherwise noted, all Portfolios included on this Schedule A are
Existing Portfolios for purposes of the compensation described on Schedule B to
that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
Portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

-16-
<PAGE>
DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Value Fund, Inc.

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)

Delaware Group DelCap Fund, Inc.

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)

Delaware Group Premium Fund, Inc.

Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series
Emerging Growth Series
Global Bond Series (New)

Delaware Group Government Fund, Inc.

-17-
<PAGE>

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: August 19, 1996

-18-
<PAGE>
SCHEDULE B

COMPENSATION

Fee Schedule for The Delaware Group of Funds

Part 1 -- Fees for Existing Portfolios

Existing Portfolios are those so designated on Schedule A to the Fund Accounting
Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds
dated as of August 19, 1996 ("Agreement").

Annual Asset Based Fees

First $10 Billion of Aggregate
Complex Net Assets 2.5 Basis Points
Aggregate Complex Net Assets
over $10 Billion 2.0 Basis Points

Annual asset based fees will be charged at a rate of 2.5 basis points for the
first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets
over $10 Billion will be charged at a rate of 2.0 basis points. These fees will
be charged to a Portfolio on an aggregated pro rated basis.

Annual Minimum Fees

Domestic Equity Portfolio $35,000
Domestic Fixed Income Portfolio $45,000
International Series Portfolio $70,000
Per Class of Share Fee $ 4,000

There is an annual minimum fee that will be charged only if the annual asset
based fee is less than the calculation for the minimum fee. This fee is based on
the type and the number of classes per Portfolio. For an equity Portfolio
$35,000 will be charged; for a fixed income Portfolio $45,000 will be charged,
and for an international Portfolio $70,000 will be charged. For each class of
shares, $4,000 will be charged, such amount to be prorated over a period of less
than a year for any classes added after April 30, 1996. A total of all minimum
fees will be compared to the total asset based fee to determine which fee is
higher and, subsequently, will be used to bill the Companies.

Part 2 -- Fees for New Portfolios

For each Portfolio designated as a New Portfolio on Schedule A to the Agreement,
there will be a fee of 2.0 basis points, providing that the Delaware complex net
assets are above $10 Billion (the

-19-
<PAGE>

rate would be 2.5 basis points if under $10 Billion and then 2.0 basis points
once the net assets cross $10 Billion), or an annual minimum fee calculated in
the manner described above, whichever is higher. This new fee would be added to
the total of Existing Portfolio fees and then pro rated. Fees shall not be
charged for New Portfolios included on Schedule A until such Portfolios shall
have commenced operations.

Dated as of: August 19, 1996

-20-

<PAGE>

AMENDMENT NO. 1 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.

Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Income Funds, Inc.
Delchester Fund
Strategic Income Fund (New)

DMC Tax-Free Income Trust - Pennsylvania

*Except as otherwise noted, all Portfolios included on this Schedule A are
Existing Portfolios for purposes of the compensation described on Schedule B to
that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

<PAGE>

Delaware Group Value Fund, Inc.

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)

Delaware Group DelCap Fund, Inc.

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfoliot
The Real Estate Investmen Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)

Delaware Group Premium Fund, Inc.

Delaware Group Government Fund, Inc.

<PAGE>

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: September 30, 1996

DELAWARE SERVICE COMPANY, INC.

By:/s/ David K. Downes
--------------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY
FUND,INC.
DELAWARE GROUP LIMITED-TERM
GOVERNMENT FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DMC TAX-FREE INCOME TRUST -
PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS, INC.
DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

By:/s/ Wayne A. Stork
-----------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

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

<PAGE>

AMENDMENT NO. 2 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Adviser Funds, Inc.
Corporate Income Fund
Enterprise Fund
Federal Bond Fund
New Pacific Fund
U.S. Growth Fund
World Growth Fund

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.
Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.
Delaware Fund
Devon Fund

Delaware Group Equity Funds IV, Inc.
Capital Appreciation Fund (New)
DelCap Fund

Delaware Group Equity Funds V, Inc.
Retirement Income Fund (New)
Value Fund

*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

<PAGE>

Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund

Delaware Group Government Fund, Inc.

Delaware Group Income Funds, Inc.
Delchester Fund
Strategic Income Fund (New)

Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Premium Fund, Inc.
Capital Reserves Series
Emerging Growth Series
Equity/Income Series
Global Bond Series (New)
Growth Series
High Yield Series
International Equity Series
Money Market Series
Multiple Strategy Series
Value Series

Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Trend Fund, Inc.

<PAGE>

Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio

DMC Tax-Free Income Trust - Pennsylvania

3
<PAGE>

Dated as of: November 29, 1996

DELAWARE SERVICE COMPANY, INC.

By: /s/ David K. Downes
--------------------------------
David K. Downes
Senior Vice President/
Chief Administrative Officer/
Chief Financial Officer

DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP TREND FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA

By: /s/ Wayne A. Stork
------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

By: /s/ Wayne A. Stork
------------------------------
Wayne A. Stork
Chairman
4

<PAGE>

AMENDMENT NO.3 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.

Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Income Funds, Inc.
Delchester Fund
Strategic Income Fund (New)

*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

<PAGE>

DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Value Fund, Inc.

Value Fund
Retirement Income Fund (New)

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)

Delaware Group Equity Funds IV, Inc.

DelCap Fund
Multi-Cap Equity Fund (New)

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio The Fixed
Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)

Delaware Group Premium Fund, Inc.

Delaware Group Government Fund, Inc.

<PAGE>

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: December 27, 1996

DELAWARE SERVICE COMPANY, INC.

By: /s/ David K. Downes
--------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND,INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

By: /s/ Wayne A. Stork
--------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

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

<PAGE>

AMENDMENT NO. 4 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Cash Reserve, Inc.

Delaware Group Equity Funds II, Inc.

Decatur Income Fund
Decatur Total Return Fund
Blue Chip Fund (New)
Quantum Fund (New)

Delaware Group Equity Funds I, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Income Funds, Inc.

Delchester Fund
Strategic Income Fund
High-Yield Opportunities Fund (New)

1
<PAGE>

Group of Funds dated as of August 19, 1996 ("Agreement"). All portfolios added
to this Schedule A by amendment executed by a Company on behalf of such
Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the
Agreement. DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Equity Funds V, Inc.

Value Fund
Retirement Income Fund

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund

Delaware Group Equity Funds IV, Inc.

DelCap Fund
Capital Appreciation Fund

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio
The Defensive Equity Utility Portfolio
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio
The Global Fixed Income Portfolio
The International Fixed Income Portfolio
The High-Yield Bond Portfolio

Delaware Group Premium Fund, Inc.

Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series

2
<PAGE>

Emerging Growth Series
Global Bond Series

Delaware Group Government Fund, Inc.

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: FEBRUARY 24, 1997
-----------------

DELAWARE SERVICE COMPANY, INC.

By: /S/ DAVID K. DOWNES
---------------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS II,
INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND,INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

By: /S/ WAYNE A. STORK
------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

3
<PAGE>

DELAWARE POOLED TRUST, INC.

By: /S/ WAYNE A. STORK
---------------------------
Wayne A. Stork
Chairman

<PAGE>

AMENDMENT NO. 5
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Adviser Funds, Inc.
Corporate Income Fund
Enterprise Fund
Federal Bond Fund
New Pacific Fund
U.S. Growth Fund
World Growth Fund

Delaware Group Cash Reserve, Inc.

Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund

Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)

Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund

Delaware Group Equity Funds V, Inc. (formerly Value)
Value Fund
Retirement Income Fund (New)

Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )

- ------------------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

<PAGE>

Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund

Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)

Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund

Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Emerging Markets Portfolio (New)
The Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio

Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series

<PAGE>

Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Trend Fund, Inc.

DMC Tax-Free Income Trust-Pennsylvania (doing business as Tax-Free Pennsylvania
Fund)

Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)

Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)

Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)

Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)

<PAGE>

Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)

Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)

Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)

Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)

Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)

Dated as of May 1, 1997

<PAGE>

DELAWARE SERVICE COMPANY, INC.

By: /s/ David K. Downes
----------------------------------------------
David K. Downes
President, Chief Executive Officer and Chief Financial Officer

DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX FREE MONEY FUND, INC.
DELAWARE GROUP TREND FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.

By: /s/ Wayne A. Stork
----------------------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

<PAGE>

Consent of Ernst & Young LLP, Independent Auditors

We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 41 to the Registration Statement (Form N-1A) (No.
2-60770) of Delaware Group Cash Reserve, Inc. of our report dated May 2, 1997,
included in the 1997 Annual Report to Shareholders of Delaware Group Cash
Reserve, Inc.

/s/Ernst & Young LLP
--------------------
Ernst & Young LLP

Philadelphia, Pennsylvania
May 28, 1997

<PAGE>

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, 1997, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
periods indicated therein. 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 and financial highlights. Our procedures included confirmation of
securities owned as of March 31, 1997, by correspondence with the custodian. 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, 1997, 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 periods indicated therein, in conformity with generally accepted accounting
principles.

/s/Ernst & Young LLP
--------------------
Ernst & Young LLP

May 2, 1997

<PAGE>

DELAWARE CASH RESERVE CLASS C
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997 INCLUDING CDSC
- -------------------------------------------------------------------------------

Average Annual Compounded Rate of Return:

n
P(1 + T) = ERV

ONE
YEAR
-----------
1
$1,000 (1 - T) = $1,025.79

2.58%

<PAGE>

DELAWARE CASH RESERVE CLASS C
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997 EXCLUDING CDSC
- --------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:

n
P(1 + T) = ERV

ONE
YEAR
-----------------

1
$1,000 (1 - T) = $1,035.79

3.58%

<PAGE>

DELAWARE GROUP CASH RESERVE
TOTAL RETURN PERFORMANCE
TWELVE 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
- --------------------------------------------------------------------------------
1997 1000.000 $0.035 35.788 1,035.788
- --------------------------------------------------------------------------------

Ending Shares 1035.788
Ending NAV x $1.00
-----------
$1,035.79
Less CDSC $10.00
-----------
Investment Return $1,025.79

Total Return Performance
- ------------------------
Investment Return $1,025.79
Less Initial Investment $1,000.00
-----------
$25.79 / $1,000.00 x 100

Total Return: 2.58%

<PAGE>

DELAWARE GROUP CASH RESERVE
TOTAL RETURN PERFORMANCE
TWELVE 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
- --------------------------------------------------------------------------------
1997 1,000.000 $0.035 35.788 1,035.788
- --------------------------------------------------------------------------------

Ending Shares 1,035.788
Ending NAV x $1.00
-----------
Investment Return $1,035.79

Total Return Performance
-------------------------
Investment Return $1,035.79
Less Initial Investment $1,000.00
-----------
$35.79 / $1,000.00 x 100

Total Return: 3.58%

<PAGE>

DELAWARE GROUP CASH RESERVE
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
- --------------------------------------------------------------------------------
1997 1,000.000 $0.018 17.851 1,017.851
- --------------------------------------------------------------------------------

Ending Shares 1017.851
Ending NAV x $1.00
---------
$1,017,85
Less CDSC $10.00
---------
Investment Return $1,007.85

Total Return Performance
------------------------
Investment Return $1,007.85
Less Initial Investment $1,000.00
---------
$7.85 / $1,000.00 x 100

Total Return: 0.79%
<PAGE>

DELAWARE GROUP CASH RESERVE
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
- --------------------------------------------------------------------------------
1997 1,000.000 $0.018 17.850 1,017.85O
- --------------------------------------------------------------------------------

Ending Shares 1,017.850
Ending NAV x $1.00
----------
Investment Return $1,017.85

Total Return Performance
------------------------
Investment Return $1,017.85
Less Initial Investment $1,000.00
----------
$17.85 / $1,000.00 x 100

Total Return: 1.79%

<PAGE>

DELAWARE GROUP CASH RESERVE
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
- --------------------------------------------------------------------------------
1997 1000.000 $0.027 26.942 1,026.942
- --------------------------------------------------------------------------------

Ending Shares 1026.942
Ending NAV x $1.00
-------------
$1,026.94
Less CDSC $10.00
-------------
Investment Return $1,016.94

Total Return Performance
- -----------------------
Investment Return $1,016.94
Less Initial Investment $1,000.00
------------
$16.94 / 1,000.00 x 100

Total Return: 1.69%

<PAGE>

DELAWARE GROUP CASH RESERVE
TOTAL RETURN PERFORMANCE
NINE 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
- --------------------------------------------------------------------------------
1997 1,000.000 $0.027 26.942 1,026.942
- --------------------------------------------------------------------------------

Ending Shares 1,026.942
Ending NAV x $1.00
-----------
Investment Return $1,026.94

Total Return Performance
- ------------------------
Investment Return $1,026.94
Less Initial Investment $1,000.00
-----------
$26.94 / $1,000.00 x 100

Total Return: 2.69%

<PAGE>

<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.
<SERIES>
<NUMBER> 001
<NAME> DELAWARE CASH RESERVE A CLASS

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
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<INVESTMENTS-AT-VALUE> 626,348,055
<RECEIVABLES> 12,770,264
<ASSETS-OTHER> 1,997,302
<OTHER-ITEMS-ASSETS> 18,448
<TOTAL-ASSETS> 641,134,069
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,002,556
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<SHARES-COMMON-STOCK> 594,877,002
<SHARES-COMMON-PRIOR> 585,484,926
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<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 594,877,002
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,881,969
<OTHER-INCOME> 0
<EXPENSES-NET> 5,311,068
<NET-INVESTMENT-INCOME> 26,570,901
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 26,570,901
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<DISTRIBUTIONS-OF-INCOME> 25,574,118
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 1,641,997,821
<NUMBER-OF-SHARES-REDEEMED> 1,657,217,020
<SHARES-REINVESTED> 24,611,275
<NET-CHANGE-IN-ASSETS> 19,871,560
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,898,736
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,311,068
<AVERAGE-NET-ASSETS> 566,015,369
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.045
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.045
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.
<SERIES>
<NUMBER> 002
<NAME> DELAWARE CASH RESERVE B CLASS

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 626,348,055
<INVESTMENTS-AT-VALUE> 626,348,055
<RECEIVABLES> 12,770,264
<ASSETS-OTHER> 1,997,302
<OTHER-ITEMS-ASSETS> 18,448
<TOTAL-ASSETS> 641,134,069
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,002,556
<TOTAL-LIABILITIES> 634,131,513
<SENIOR-EQUITY> 634,132
<PAID-IN-CAPITAL-COMMON> 633,497,381
<SHARES-COMMON-STOCK> 12,987,826
<SHARES-COMMON-PRIOR> 8,127,114
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 12,987,826
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,881,969
<OTHER-INCOME> 0
<EXPENSES-NET> 5,311,068
<NET-INVESTMENT-INCOME> 26,570,901
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 26,570,901
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 204,095
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 26,424,821
<NUMBER-OF-SHARES-REDEEMED> 21,751,102
<SHARES-REINVESTED> 186,993
<NET-CHANGE-IN-ASSETS> 19,871,560
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,898,736
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,311,068
<AVERAGE-NET-ASSETS> 5,801,110
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.035
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.035
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 1.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.
<SERIES>
<NUMBER> 003
<NAME> DELAWARE CASH RESERVE C CLASS

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 626,348,055
<INVESTMENTS-AT-VALUE> 626,348,055
<RECEIVABLES> 12,770,264
<ASSETS-OTHER> 1,997,302
<OTHER-ITEMS-ASSETS> 18,448
<TOTAL-ASSETS> 641,134,069
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,002,556
<TOTAL-LIABILITIES> 634,131,513
<SENIOR-EQUITY> 634,132
<PAID-IN-CAPITAL-COMMON> 633,497,381
<SHARES-COMMON-STOCK> 2,798,547
<SHARES-COMMON-PRIOR> 304,072
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,798,547
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,881,969
<OTHER-INCOME> 0
<EXPENSES-NET> 5,311,068
<NET-INVESTMENT-INCOME> 26,570,901
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 26,570,901
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 31,607
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,457,412
<NUMBER-OF-SHARES-REDEEMED> 2,992,976
<SHARES-REINVESTED> 30,039
<NET-CHANGE-IN-ASSETS> 19,871,560
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,898,736
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,311,068
<AVERAGE-NET-ASSETS> 891,581
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.035
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.035
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 1.88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.
<SERIES>
<NUMBER> 004
<NAME> DELAWARE CASH RESERVE CONSULTANT CLASS

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 626,348,055
<INVESTMENTS-AT-VALUE> 626,348,055
<RECEIVABLES> 12,770,264
<ASSETS-OTHER> 1,997,302
<OTHER-ITEMS-ASSETS> 18,448
<TOTAL-ASSETS> 641,134,069
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,002,556
<TOTAL-LIABILITIES> 634,131,513
<SENIOR-EQUITY> 634,132
<PAID-IN-CAPITAL-COMMON> 633,497,381
<SHARES-COMMON-STOCK> 23,468,138
<SHARES-COMMON-PRIOR> 20,343,841
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 23,468,138
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,881,969
<OTHER-INCOME> 0
<EXPENSES-NET> 5,311,068
<NET-INVESTMENT-INCOME> 26,570,901
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 26,570,901
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 761,081
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 193,065,655
<NUMBER-OF-SHARES-REDEEMED> 190,670,002
<SHARES-REINVESTED> 728,644
<NET-CHANGE-IN-ASSETS> 19,871,560
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,898,736
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,311,068
<AVERAGE-NET-ASSETS> 17,832,042
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.043
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.043
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 1.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

POWER OF ATTORNEY

The undersigned, a member of the Boards of Directors/Trustees of the
Delaware Group Funds listed on Exhibit A to this Power of Attorney, 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 has executed this instrument as of this
1st day of May, 1997.

/s/Thomas F. Madison
- -----------------------
Thomas F. Madison

<PAGE>

POWER OF ATTORNEY

EXHIBIT A
DELAWARE GROUP FUNDS

DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
1st day of May, 1997.

/s/Jeffrey J. Nick
- ----------------------
Jeffrey J. Nick

<PAGE>

POWER OF ATTORNEY

EXHIBIT A
DELAWARE GROUP FUNDS