DELAWARE GROUP CASH RESERVE INC, 485BPOS, 1998-05-29

DELAWARE GROUP CASH RESERVE INC
485BPOS, 1998-05-29

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

File No. 2-60770

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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
------- -----

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Post-Effective Amendment No. 42 X
------ -----

AND

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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 42
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DELAWARE GROUP CASH RESERVE, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

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

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

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

Approximate Date of Public Offering: May 29, 1998
------------

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
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X on May 29, 1998 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph(a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
-----

If appropriate:

----- this post-effective amendment designates a new effective date for
a previously filed post-effective amendment

Title of Securities Being Registered
-----------------------------------------
Delaware Cash Reserve A Class
Delaware Cash Reserve B Class
Delaware Cash Reserve C Class
Delaware Cash Reserve Consultant Class

<PAGE>

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

This Post-Effective Amendment No. 42 to Registration File No. 2-60770
includes the following:

1. Facing Page

2. Contents Page

3. Cross-Reference Sheets

4. Part A - Prospectuses

5. Part B - Statement of Additional Information

6. Part C - Other Information

7. Signatures

<PAGE>

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

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

Item No. Description Location in Prospectuses
- -------- ----------- ------------------------

Consultant
A Class B 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;
Buying Shares Classes of Shares Buying 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 and Dividends and Dividends and
Distributions; Distributions; Distributions;
Taxes; Taxes; Taxes;
Buying Shares Classes of Shares Buying Shares

</TABLE>

<PAGE>
CROSS-REFERENCE SHEET*
----------------------

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

Location in
Item No. Description Prospectuses
- -------- ----------- ------------

<S> <C> <C> <C> <C>
Consultant
A Class B Class/C Class Class

7 Purchase of Securities Being Offered................ Cover; Cover; Cover;
Buying Shares; How to Buy Shares; Buying Shares;
Net Asset Value Net Asset Value Net Asset Value
Per Share; Per Share; Per Share;
Management Management Management
of the Fund of the Fund of the Fund

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

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

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

Location in Statement
Item No. Description of Additional Information
- -------- ----------- -------------------------

<S> <C> <C>
10 Cover Page...................................................... Cover

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

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

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

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

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

16 Investment Advisory and Other Services.......................... Plans Under Rule 12b-1
for 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>

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

PART C
------

<TABLE>
<CAPTION>
Location in
Item No. Description Part C
- -------- ----------- -----------

<S> <C> <C>
24 Financial Statements and Exhibits..................................... Item 24

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

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

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

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

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

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

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

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

</TABLE>

<PAGE>

Delaware Cash Reserve
A Class Shares
May 29, 1998

1818 Market Street, Philadelphia, PA 19103

For Prospectus and Performance:
Nationwide 800-523-1918

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. The Fund 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 29, 1998, 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 (the "SEC"). 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 number. The Fund's financial statements appear in its Annual
Report, which will accompany any response to requests for Part B. The SEC also
maintains a Web site (http://www.sec.gov) that contains Part B, material
incorporated by reference into the Fund's registration statement and other
information regarding registrants that electronically file with the SEC.

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.

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 THE PRINCIPAL AMOUNT INVESTED. SHARES OF
THE FUND ARE NOT BANK OR CREDIT
UNION DEPOSITS.

<PAGE>

Table of
Contents

COVER PAGE..................................................................
SYNOPSIS....................................................................
SUMMARY OF EXPENSES.........................................................
FINANCIAL HIGHLIGHTS........................................................
INVESTMENT OBJECTIVE AND POLICY
Suitability................................................................
Investment Strategy........................................................
THE DELAWARE DIFFERENCE
Plans and Services.........................................................
BUYING SHARES..............................................................
REDEMPTION AND EXCHANGE....................................................
DIVIDENDS AND DISTRIBUTIONS................................................
TAXES......................................................................
NET ASSET VALUE PER SHARE..................................................
MANAGEMENT OF THE FUND.....................................................

1
<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 Transfer Agent
Delaware Management Company (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 Investments family.
Delaware Distributors, L.P. (the "Distributor") is the national distributor for
the Fund and for all of the other mutual funds in the Delaware Investments
family. 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
Investments family.

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

The minimum initial investment for Class A Shares generally 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 is an open-end management investment company. The Fund's
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. The Fund was created in
1977, organized as a Pennsylvania business trust in 1983 and reorganized as a
Maryland corporation in 1990. See Shares under Management of the Fund.

2
<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(1)
Exchange Fees ........................................... None(2)

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%
======

(1) CoreStates Bank, N.A. currently charges $7.50 per redemption for redemptions
payable by wire.
(2) Exchanges are subject to the requirements of Class A Shares and a front-end
sales charge may apply.

Investors utilizing the Asset Planner asset allocation service also
typically incur an annual maintenance fee of $35 per strategy. However,
effective November 1, 1996, the annual maintenance fee is waived until further
notice. 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 Asset Planner in Part B.

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

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.

The purpose of the above tables is to assist investors in understanding
the various costs and expenses they will bear directly or indirectly in owning
shares of the Fund.

3
<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, 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.

Delaware Cash Reserve A Class
-------------------------------------------------------------------------
Year Ended
3/31/98 3/31/97 3/31/96 3/31/95 3/31/94
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period(1)........................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Income From Investment
Operations
Net Investment Income ............... 0.048 0.045 0.049 0.039 0.023
-------- -------- -------- -------- --------
Total From Investment
Operations ....................... 0.048 0.045 0.049 0.039 0.023
-------- -------- -------- -------- --------
Less Dividends and
Distributions
Dividends From Net Investment
Income ............................. (0.048) (0.045) (0.049) (0.039) (0.023)
-------- -------- -------- -------- --------
Total Dividends and
Distributions .................... (0.048) (0.045) (0.049) (0.039) (0.023)
-------- -------- -------- -------- --------
Net Asset Value, End of Period ...... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
======== ======== ======== ======== ========
- ---------------
Total Return 4.88% 4.61% 5.01% 4.01% 2.28%
- ---------------
Ratios and Supplemental
Data
Net Assets, End of Period
(000's omitted) .................... $524,477 $594,877 $585,485 $605,993 $699,112
Ratio of Expenses to Average Net
Assets ............................. 0.88% 0.88% 0.95% 1.01% 1.00%
Ratio of Net Investment Income to
Average Net Assets ................. 4.78% 4.52% 4.90% 3.91% 2.27%

<PAGE>

Delaware Cash Reserve A Class
-------------------------------------------------------------------------------
Year Ended
3/31/93 3/31/92 3/31/91 3/29/90 3/30/89
------------- ------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period(1)........................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Income From Investment
Operations
Net Investment Income ............... 0.028 0.050 0.073 0.082 0.073
-------- -------- --------- --------- ---------
Total From Investment
Operations ....................... 0.028 0.050 0.073 0.082 0.073
-------- -------- --------- --------- ---------
Less Dividends and
Distributions
Dividends From Net Investment
Income ............................. (0.028) (0.050) (0.073) (0.082) (0.073)
-------- -------- --------- --------- ---------
Total Dividends and
Distributions .................... (0.028) (0.050) (0.073) (0.082) (0.073)
-------- -------- --------- --------- ---------
Net Asset Value, End of Period ...... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
======== ======== ========= ========= =========
- ---------------
Total Return 2.87% 5.13% 7.52% 8.51% 7.55%
- ---------------
Ratios and Supplemental
Data
Net Assets, End of Period
(000's omitted) .................... $672,034 $911,548 $1,042,489 $1,087,547 $1,073,044
Ratio of Expenses to Average Net
Assets ............................. 0.90% 0.81% 0.78% 0.82% 0.90%
Ratio of Net Investment Income to
Average Net Assets ................. 2.88% 5.04% 7.24% 8.20% 7.32%
</TABLE>

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

4
<PAGE>

Investment Objective
and Policy

As a money market fund, the Fund's investment 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 net
asset value $1.00 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.

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 can reduce the bookkeeping and
administrative inconvenience which is typically connected with direct purchases
of money market securities.
An investor should not consider a purchase of Fund shares as equivalent to
a complete investment program. Delaware Investments includes a family of funds,
generally available through registered investment dealers, which
may be used together to create a more complete
investment program.

INVESTMENT STRATEGY

The Fund invests its assets in a diversified portfolio of money market
instruments in order to achieve its investment 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 are
otherwise in accordance with 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 at the time of purchase,
such security or, as relevant, its issuer is 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. The Fund will not
invest more than 5% of its total assets in securities rated in the second
highest category by a rating organization. See Appendix A in Part B for
descriptions of S&P, Moody's, Duff and Phelps, Inc. and Fitch IBCA, Inc.
(formerly Fitch Investors Service, Inc.) ("Fitch") ratings.

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.

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.

5
<PAGE>

Borrowing
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.

Repurchase Agreements
The Fund may use repurchase agreements which are at least 102%
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.

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.

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 typically are securitized in either a pass-through
or a pay-through structure. Pass-through securities provide investors with an
income stream consisting of both principal and interest payments in respect of
the receivables in the underlying pool. Pay-through asset-backed securities are
debt obligations issued usually by a special purpose entity, which are
collateralized by the various receivables and in which the payments on the
underlying receivables provide the funds to pay the debt service on the debt
obligations issued. The Fund may invest in these and other types of
asset-backed securities that may be developed in the future. It is the Fund's
current policy to limit asset-backed investments to those represented by
interests in credit card receivables, wholesale dealer floor plans, home equity
loans and automobile loans.
The rate of principal payment on asset-backed securities generally depends
upon the rate of principal payments received on the underlying assets. Such
rate of payments may be affected by economic and various other factors such as
changes in interest rates. Therefore, the yield may be difficult to predict and
actual yield to maturity may be more or less than the anticipated yield to
maturity. Such asset-backed securities 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.

6
<PAGE>

Investments by Fund of Funds
The Fund accepts investments from the series portfolios of Delaware Group
Foundation Funds, a fund of funds (the "Foundation Funds"). From time to time,
the Fund may experience large investments or redemptions due to allocations or
rebalancings by the Foundation Funds. While it is impossible to predict the
overall impact of these transactions over time, there could be adverse effects
on portfolio management to the extent that the Fund may be required to sell
securities or invest cash at times when it would not otherwise do so. These
transactions could also have tax consequences if sales of securities result in
gains and could also increase transactions costs or portfolio turnover. The
Manager will monitor such transactions and will attempt to minimize any adverse
effects on both the Fund and the Foundation Funds resulting from such
transactions.

* * *

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 sets forth other more specific investment restrictions. A brief
discussion of those factors that materially affected the Fund's performance
during its most recently completed fiscal year appears in the Fund's Annual
Report.

7
<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 funds in the Delaware
Investments family.

SHAREHOLDER PHONE DIRECTORY

Shareholder Service Center and Investor Information Center
800-523-1918
Information on Existing Regular Investment Accounts and Retirement Plan
Accounts;
Wire Investments; Wire Liquidations; Telephone Liquidations and Telephone
Exchanges;
Fund Information; Literature; Price; Yield and Performance Figures

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

Performance Information

During business hours, you can call the Investor Information Center for
current yield information. Yield information is updated each weekday and is
based on the annualized yield over the past seven-day or longer period.

Shareholder Services

During business hours, you can call the Delaware Investments' Shareholder
Service Center. The representatives can answer any of your questions about your
account, the Fund, the various service features and other funds in the Delaware
Investments family.

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
Investments family. 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 monthly statement
confirming each transaction. 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.

Tax Information

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 fund in the Delaware Investments family with a different investment
objective, subject to certain exceptions and limitations.
For more information, see Additional Methods of Adding to Your Investment
- -- Dividend Reinvestment Plan under Buying Shares or call the Shareholder
Service Center.

Retirement Planning
An investment in the Fund may be a suitable investment option for
tax-deferred retirement plans. Delaware Investments offers a full spectrum of
qualified and non-qualified retirement plans, including the popular 401(k)
Deferred Compensation Plan, IRA, and the new Roth IRA. Please call Delaware
Investments at 1-800-523-1918 for more information.

8
<PAGE>

MoneyLine(SM) Services
Delaware Investments offers the following services for fast and convenient
transfer of funds between your personal bank account and your Fund account:

1. MoneyLine(SM) 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(SM) 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. This service is not available for certain
retirement plans.

2. MoneyLine(SM) On Demand
You or your investment dealer may request purchases and redemptions of
Fund shares by using MoneyLine(SM) On Demand. When you authorize the Fund to
accept such requests from you or your investment dealer, funds will be
withdrawn from (for share purchases) or deposited to (for share redemptions)
your predesignated bank account. Your request will be processed the same day if
you call prior to 4 p.m., Eastern time. There is a $25 minimum and a $50,000
maximum limit for MoneyLine(SM) On Demand transactions. This service is not
available for retirement plans, except for purchases of shares by IRAs.
For each MoneyLine(SM) Service, it may take up to four business days for
the transactions to be completed. You can initiate either service by completing
an Account Services form. If the name and address on your designated bank
account are not identical to the name and address on your Fund account, you must
have your signature guaranteed. The Fund does not charge a fee for any
MoneyLineSM Service; however, your bank may charge a fee. Please call the
Shareholder Service Center for additional information about these services.

Exchange Privilege

The Exchange Privilege permits shareholders to exchange all or part of
their Class A Shares into shares of the other mutual funds available from the
Delaware Investments family, 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 Investments family. 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.

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.

9
<PAGE>

Buying
Shares

Purchase Amounts

The minimum initial investment for Class A Shares generally is $1,000.
Subsequent purchases of shares 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. All purchases are at net
asset value. There is no front-end or contingent deferred sales charge.
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.
The Fund makes it easy to invest by mail, by wire, by exchange and by
arrangement with your investment dealer.

Investing through Your Investment Dealer

You can make a purchase of 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, Delaware Investments 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
Delaware Investments, at P.O. Box 7577, 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 7577, 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.

Investing by Exchange

If you have an investment in another mutual fund in the Delaware
Investments family, 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 Investments family 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.

10
<PAGE>

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. MoneyLine(SM) On Demand
Through the MoneyLine(SM) On Demand service, you or your investment dealer
may call the Fund to request a transfer of funds from your predesignated bank
account to your Fund account. See MoneyLine(SM) Services under The Delaware
Difference for additional information about this service.

4. Wealth Builder Option
You can use the Wealth Builder Option to invest in the Fund through
regular liquidations of shares in your accounts in other funds in the Delaware
Investments family. You may also elect to invest in other mutual funds in the
Delaware Investments family through the Wealth Builder Option through
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 Investments family and invested automatically into
any other account in a mutual fund available from the Delaware Investments
family that you 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 Builder at any time by giving written notice to the
fund from which the exchanges are made. See Redemption and Exchange.

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.

5. 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 Investments family without a sales charge, subject
to eligibility and minimum purchase requirements set forth in each fund's
prospectus. Dividends on 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
that are offered by certain other funds in the Delaware Investment family. For
more information about reinvestments in shares of other funds in the Delaware
Investments family, call the Shareholder Service Center.
Distributions and/or dividends for participants in the following
retirement plans are automatically reinvested into the same fund in the
Delaware Investments family in which their investments are held: 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.

11
<PAGE>

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 Investments family. 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 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.

12
<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 tax-advantaged funds, equity funds, bond funds or
other money market funds. Exchanges are subject to the requirements of each
fund and all exchanges of shares constitute taxable events. 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 available from the Delaware
Investments family will best meet your changing objectives and the consequence
of any exchange transaction. You may also call Delaware Investments directly
for fund information.

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. Redemption proceeds will be distributed promptly, as described
below, but not later than seven days after a receipt of a redemption request.

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.

13
<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 funds available from the Delaware Investments family
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 of the Fund. Shareholders
will be given credit for the period during which Class A Shares of the Fund
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 certificate(s)
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 Investments family, 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 certificate(s).

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.

14
<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 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.

MoneyLine(SM) On Demand
Through the MoneyLine(SM) On Demand service, you or your investment dealer
may call the Fund to request a transfer of funds from your Fund account to your
predesignated bank account. See MoneyLine(SM) Services under The Delaware
Difference for additional information about this service.

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

Systematic Withdrawal Plans
1. Regular Plans

This plan provides shareholders with a consistent monthly (or quarterly)
payment. This is particularly useful to shareholders living on fixed 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(SM) Direct
Deposit Service. Through the MoneyLine(SM) Direct Deposit Service, it may take
up to four business days for the transaction to be completed. There are no
separate fees for this redemption method. See MoneyLine(SM) Services 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(SM) Direct Deposit Service described above is not
available for certain retirement plans.

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

15
<PAGE>

Dividends and
Distributions

The Fund's dividends are declared daily and paid monthly. Payment by check
of cash dividends will ordinarily be mailed within three business days after
the payable date.

Purchases of Fund 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 shares 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.

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, if any, 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(SM) 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(SM) Services under The Delaware Difference for more information about
this service.

16
<PAGE>

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 of 1986, as
amended (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 and it satisfies certain other requirements relating to
the source of its income and diversification of its assets.
On August 5, 1997, President Clinton signed into law the Taxpayer Relief
Act of 1997 (the "1997 Act"). This new law makes sweeping changes in the Code.
Because many of these changes are complex, and only indirectly affect the Fund
and its distributions to you, they are discussed in Part B. Changes in the
treatment of capital gains, however, are discussed in this section.
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, if any, will be taxable to you as ordinary
income, whether received in cash or in additional shares. No portion of the
Fund's distributions will be eligible for the dividends-received deduction for
corporations.

Although the Fund does not expect to distribute any long-term capital
gains, any capital gains distributions paid by the Fund, whether received in
cash or in additional shares, are taxable to those investors who are subject to
income taxes as long-term capital gains, regardless of the length of time an
investor owns shares in the Fund.

The Treatment of Capital Gain Distributions under the Taxpayer Relief Act of
1997
The 1997 Act creates a category of long-term capital gain for individuals
that will be taxed at new lower tax rates. For investors who are in the 28% or
higher federal income tax brackets, these gains will be taxed at a maximum rate
of 20%. For investors who are in the 15% federal income tax bracket, these
gains will be taxed at a maximum rate of 10%. Capital gain distributions will
qualify for these new maximum tax rates, depending on how long the Fund's
securities were held by the Fund before they were sold. Investors who want more
information on holding periods and other qualifying rules relating to these new
rates should review the expanded discussion in Part B, or should contact their
own tax advisers.

The Fund will advise you in its annual information reporting at calendar
year end of the amount of its capital gain distributions which will qualify for
these maximum federal tax rates.
Dividends or capital gains which are declared in October, November or
December to shareholders of record on a specific date in one of those months
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 Investments family. 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 or may not be subject to
various state and local taxes. For example, distributions of interest income
and capital gains realized from certain types of U.S. government securities may
be exempt from state personal income tax. Because investors' state and local
taxes may be different than the federal taxes described above, investors should
consult their own tax advisers. 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.

See Taxes in Part B for additional information on tax matters relating to
the Fund and its shareholders.

17
<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.

18
<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 Investments family since 1938. On March 31, 1998, the Manager and its
affiliates within Delaware Investments, including Delaware International
Advisers Ltd., were managing in the aggregate more than $44 billion in assets in
the various institutional or separately managed (approximately $27,148,680,000)
and investment company (approximately $17,698,080,000) accounts.
The Manager is a series of Delaware Management Business Trust. The Manager
changed its form of organization from a corporation to a business trust on March
1, 1998. 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, 1998, investment management fees
paid by the Fund were 0.49% of average daily net assets. The directors of the
Fund annually review fees paid to the Manager.

Portfolio Trading Practices
Portfolio trades are generally made on a net basis without brokerage
commissions. However, the price may include a mark-up or mark-down.

Banks, brokers or dealers are selected 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 Investments
family 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.

19
<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 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 of the Fund annually review fees paid to the Distributor and
the Transfer Agent. The Distributor and the Transfer Agent are also indirect,
wholly owned subsidiaries of DMH.

* * *

As with other mutual funds, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by its service providers do not properly process and
calculate date-related information from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Fund is taking steps to obtain
satisfactory assurances that its major service providers are taking steps
reasonably designed to address the Year 2000 Problem with respect to the
computer systems that such service providers use. There can be no assurance
that these steps will be sufficient to avoid any adverse impact on the business
of the Fund.

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, 1998, the Class A Shares' ratio of expenses to average
daily net assets was 0.88%.

20
<PAGE>

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. Commonly known as a mutual fund, 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.

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, 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.

21
<PAGE>

Delaware Investments includes funds
with a wide range of investment objectives.
Stock funds, income funds, national and
state-specific tax-exempt funds, money market
funds, global and international funds and
closed-end 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 Investments at 800-523-1918.

Investment Manager
Delaware Management Company
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

[GRAPHIC OMITTED]

www.delawarefunds.com

[GRAPHIC OMITTED]
Printed in the U.S.A. on recycled paper.
P-xxx[--] PP5/98
<PAGE>

Delaware Cash Reserve
B Class Shares/C Class Shares
May 29, 1998

1818 Market Street, Philadelphia, PA 19103

For Prospectus and Performance:
Nationwide 800-523-1918

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. The Fund intends to achieve its
objective by investing its assets in a diversified portfolio of money market
instruments.
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 are subject to a contingent deferred sales charge ("CDSC") and
annual 12b-1 Plan expenses. See Classes of Shares. There is no front-end sales
charge imposed upon purchases of Class B Shares or Class C Shares. See Summary
of Expenses. 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 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 29, 1998, 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 (the "SEC"). 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 number. The Fund's financial statements appear in its Annual
Report which will accompany any response to requests for Part B. The SEC also
maintains a Web site (http://www.sec.gov) that contains Part B, material we
incorporated by reference and other information regarding registrants that
electronically file with the SEC.

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.
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.

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.

1
<PAGE>

Table of
Contents

COVER PAGE..................................................................
SYNOPSIS....................................................................
SUMMARY OF EXPENSES.........................................................
FINANCIAL HIGHLIGHTS........................................................
INVESTMENT OBJECTIVE AND POLICY
Suitability................................................................
Investment Strategy........................................................
THE DELAWARE DIFFERENCE
Plans and Services.........................................................
CLASSES OF SHARES..........................................................
HOW TO BUY SHARES..........................................................
REDEMPTION AND EXCHANGE....................................................
DIVIDENDS AND DISTRIBUTIONS................................................
TAXES......................................................................
NET ASSET VALUE PER SHARE..................................................

MANAGEMENT OF THE FUND.....................................................

<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.

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

The minimum initial investment for each Class generally is $1,000.
Subsequent investments generally must 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.

Open-End Investment Company
The Fund is an open-end management investment company. The Fund's
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. The Fund was created in
1977, organized as a Pennsylvania business trust in 1983 and reorganized as a
Maryland corporation in 1990. See Shares under Management of the Fund.

2
<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) 1.00%(1)
Redemption Fees ......................................................................... None(2) None(2)
</TABLE>

(1) 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, Level
Sales Charge Alternative -- Class C Shares and Contingent Deferred Sales
Charge -- Class B Shares and Class C Shares under Classes of Shares.
(2) CoreStates Bank, N.A. currently charges $7.50 per redemption for redemptions
payable by wire.

<TABLE>
<CAPTION>
Annual Operating Expenses
(as a percentage of average daily net assets) Class B Shares Class C Shares
- ------------------------------------------------------ ---------------- ---------------
<S> <C> <C>
Management Fees ...................................... 0.49% 0.49%
12b-1 Plan Expenses (including service fees) ......... 1.00%(3) 1.00%(3)
Other Operating Expenses ............................. 0.39% 0.39%
------- -------
Total Operating Expenses ........................... 1.88% 1.88%
======= =======

</TABLE>

(3) 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.

Investors utilizing the Asset Planner asset allocation service also
typically incur an annual maintenance fee of $35 per Strategy. However,
effective November 1, 1996, the annual maintenance fee is waived until further
notice. 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 Asset Planner in Part B.

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

3
<PAGE>

The following example illustrates the expenses that an investor would pay
on a $1,000 investment in the Classes over various time periods assuming (1) a
5% annual rate of return, (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.

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(1) $19 $59 $102 $201(1)
Class C Shares ......... $29 $59 $102 $220 $19 $59 $102 $220
</TABLE>

1 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. The ten-year expense
numbers for Class B Shares reflect the expenses of Class B Shares for years
one through eight and the expenses of Consultant Class Shares for years nine
and ten. 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.

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.

The purpose of the above tables is to assist investors in understanding
the various costs and expenses that they will bear directly or indirectly in
owning shares of the Fund.

4
<PAGE>

Financial
Highlights

<TABLE>
<CAPTION>
Class B Shares
----------------------------------------------------------
Period
5/2/94(1)
Year Ended through
3/31/98 3/31/97 3/31/96 3/31/95
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period . $ 1.000 $ 1.000 $ 1.000 $ 1.000
Income From Investment
Operations
Net Investment Income ..................... 0.038 0.035 0.039 0.028
--------- --------- --------- ---------
Total From Investment
Operations ............................. 0.038 0.035 0.039 0.028
--------- --------- --------- ---------
Less Dividends and
Distributions
Dividends From Net Investment
Income ................................... (0.038) (0.035) (0.039) (0.028)
--------- --------- --------- ---------
Total Dividends and
Distributions .......................... (0.038) (0.035) (0.039) (0.028)
--------- --------- --------- ---------
Net Asset Value, End of Period ............ $ 1.000 $ 1.000 $ 1.000 $ 1.000
========= ========= ========= =========
- -------------------
Total Return3 ............................. 3.84 % 3.58 % 3.97 % 3.10 %
- -------------------
Ratios and Supplemental
Data
Net Assets, End of Period
(000's omitted) .......................... $ 6,522 $ 12,988 $ 8,127 $ 1,088
Ratio of Expenses to Average
Net Assets ............................... 1.88 % 1.88 % 1.95 % 2.01 %
Ratio of Net Investment Income
to Average Net Assets .................... 3.78 % 3.52 % 3.90 % 2.91 %
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Class C Shares
-------------------------------------------
Period
11/29/95(2)
Year Ended through
3/31/98 3/31/97 3/31/96
------------- ------------- -------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period ...... $ 1.000 $ 1.000 $ 1.000
Income From Investment
Operations
Net Investment Income ..................... 0.038 0.035 0.012
--------- --------- ---------
Total From Investment
Operations ............................. 0.038 0.035 0.012
--------- --------- ---------
Less Dividends and
Distributions
Dividends From Net Investment
Income ................................... (0.038) (0.035) (0.012)
--------- --------- ---------
Total Dividends and
Distributions .......................... (0.038) (0.035) (0.012)
--------- --------- ---------
Net Asset Value, End of Period ............ $ 1.000 $ 1.000 $ 1.000
========= ========= =========
- -------------------
Total Return(3) ........................... 3.84 % 3.58 % 1.24 %
- -------------------
Ratios and Supplemental
Data
Net Assets, End of Period
(000's omitted) .......................... $ 3,702 $ 2,799 $ 304
Ratio of Expenses to Average
Net Assets ............................... 1.88 % 1.88 % 1.95 %
Ratio of Net Investment Income
to Average Net Assets .................... 3.78 % 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) Does not include CDSC which varies from 1% to 4% depending upon the holding
period for Class B Shares and 1% for Class C Shares. Total return reflects
the expense limitations referenced under Summary of Expenses and Management
of the Fund.

5
<PAGE>

Investment Objective
and Policy

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

SUITABILITY

The Fund is suitable for investors who seek the current income available
from money market investments, along with easy access to their money and stable
principal value. Ownership of Fund shares can reduce the bookkeeping and
administrative inconvenience which is typically connected with direct purchases
of 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 Investments family 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 Investments family 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.

An investor should not consider a purchase of shares of the Fund as
equivalent to a complete investment program. Delaware Investments offers funds,
generally available through registered dealers, which may be used together to
create a more complete investment program.

INVESTMENT STRATEGY

The Fund invests its assets in a diversified portfolio of money market
instruments in order to achieve its objective. While there is no assurance that
this investment objective can be achieved, the Fund must follow certain
policies that can only be changed by shareholder approval.

Quality Restrictions

6
<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.
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.

Borrowing
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.

Repurchase Agreements

The Fund may use repurchase agreements which are at least 102%
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.

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,
including repurchase agreements maturing in more than seven days.
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.

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.

7
<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 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
third 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.

* * *

8
<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 funds in the Delaware
Investments family.

SHAREHOLDER PHONE DIRECTORY

Shareholder Service Center and Investor Information Center
800-523-1918
Information on Existing Regular Investment
Accounts and Retirement Plan Accounts; Wire
Investments; Wire Liquidations; Telephone Liquidations and Telephone
Exchanges; Fund Information; Literature; Price; Yield and Performance
Figures

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

Performance Information

During business hours, you can call the Investor Information Center 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 Delaware Investments' Shareholder
Service Center. The representatives can answer any questions about your
account, the Fund, various service features and other funds in the Delaware
Investments family.

Delaphone Service

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. 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.

Tax Information

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 fund in the Delaware Investments family with a different investment
objective, subject to certain exceptions and limitations.
For more information, see Additional Methods of Adding to Your Investment
- -- Dividend Reinvestment Plan under How to Buy Shares or call the Shareholder
Service Center.

Retirement Planning
An investment in the Fund may be a suitable investment option for
tax-deferred retirement plans. Delaware Investments offers a full spectrum of
qualified and non-qualified retirement plans, including the popular 401(k)
deferred compensation plan, IRA, and the new Roth IRA. Please call Delaware
Investments at 1-800-523-1918 for more information.

9
<PAGE>

MoneyLine(SM) Services
Delaware Investments offers the following services for fast and convenient
transfer of funds between your personal bank account and your Fund account:

2. MoneyLine(SM) On Demand
You or your investment dealer may request purchases and redemptions of
Fund shares by using MoneyLine(SM) On Demand. When you authorize the Fund to
accept such requests from you or your investment dealer, funds will be
withdrawn from (for share purchases) or deposited to (for share redemptions)
your predesignated bank account. Your request will be processed the same day if
you call prior to 4 p.m., Eastern time. There is a $25 minimum and a $50,000
maximum limit for MoneyLine(SM) On Demand transactions. This service is not
available for retirement plans, except for purchases of shares by IRAs.
For each MoneyLine(SM) Service, it may take up to four business days for
the transactions to be completed. You can initiate either service by completing
an Account Services form. If the name and address on your designated bank
account are not identical to the name and address on your Fund account, you must
have your signature guaranteed. The Fund does not charge a fee for any
MoneyLine(SM) Service; however, your bank may charge a fee. Please call the
Shareholder Service Center for additional information about these services.

Exchange Privilege

The Exchange Privilege permits shareholders to exchange all or part of
their shares into shares of the other mutual funds available from the Delaware
Investments family, 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 Investments family.
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.

10
<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.

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, if any, paid on Class B Shares and Class C Shares 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.

11
<PAGE>

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, if any, 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.
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.
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 C Shares. These
payments support the compensation paid to dealers or brokers for selling Class
C Shares. Payments to the Distributor and others under the Class C 12b-1 Plan
may be in an amount equal to no more than 1% annually.
Holders of Class C Shares exercising the exchange privilege described
below will continue to be subject to the CDSC schedule for 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 fund in
the Delaware Investments family. 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.

12
<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
Year After Dollar Amount
Purchase Made Subject to Charge)
- --------------------------- --------------------
0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None

During the seventh year after purchase and, thereafter, until converted
automatically into Consultant Class Shares, 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.

13
<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.

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

Investing through Your Investment Dealer
You can make a purchase of the 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, Delaware
Investments 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, to Delaware Investments at P.O. Box
7577, Philadelphia, PA 19101.

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

Investing by Wire

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

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, Delaware Investments, at P.O. Box 7577,
Philadelphia, PA 19101.

Investing by Exchange

If you have an investment in another mutual fund in the Delaware
Investments family, 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 funds in the
Delaware Investments family. 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 funds in the Delaware Investments family. 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.

14
<PAGE>

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

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

1. 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 for IRAs and
other purposes. Shareholders should allow a reasonable amount of time for
initial purchases and changes to these plans to become effective.

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.
* * *
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. MoneyLineSM On Demand
Through the MoneyLineSM On Demand service, you or your investment dealer
may call the Fund to request a transfer of funds from your predesignated bank
account to your Fund account. See MoneyLineSM Services under The Delaware
Difference for additional information about
this service.

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 Investments family and invested automatically into
any other account in a mutual fund available from the Delaware Investments
family 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.

5. 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 Investments family, 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 Investments funds. Distributions on Class C Shares may be
invested only in Class C Shares of other Delaware Investments funds. For more
information about reinvestments, call the Shareholder Service Center.
Distributions and/or dividends for participants in the following
retirement plans are automatically reinvested into the same fund in the
Delaware Investments family in which their investments are held: 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.

15
<PAGE>

Purchase Price and Effective Date
The offering price (net asset value) is determined as of the close of
regular trading on the New York Stock Exchange (ordinarily, 4 p.m., Eastern
time) on days when the Exchange is open.
Investments by Federal Funds wire will be effective upon receipt. If the
wire is received after the time the offering price of shares is determined, as
noted above, it will be effective the next business day. If the investment is
made by check, the check must be converted to Federal Funds before your
purchase can be effective (normally one business day after receipt).
Your purchase begins earning dividends the next business day after
becoming effective. See Dividends and Distributions for additional information.

The Conditions of Your Purchase
The Fund reserves the right to reject any purchase order. If a purchase is
canceled because your check is returned unpaid, you are responsible for any
loss incurred. The Fund can redeem shares from your account(s) to reimburse
itself for any loss, and you may be restricted from making future purchases in
any of the funds in the Delaware Investments family. 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 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 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.

16
<PAGE>

Redemption
and Exchange

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.
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.

17
<PAGE>

Holders of Class B Shares or Class C Shares ("Original Shares") that
exchange their shares for shares of other funds available from the Delaware
Investments family (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 Shares 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 Investments family, 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.
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 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.

18
<PAGE>

MoneyLineSM On Demand
Through the MoneyLineSM On Demand service, you or your investment dealer
may call the Fund to request a transfer of funds from your Fund account to your
predesignated bank account. See MoneyLineSM Services under The Delaware
Difference for additional information about this service.

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 available from the Delaware Investments family under
the same registration, subject to the same conditions and limitations as other
exchanges noted above. Telephone exchanges may be subject to limitations as to
amounts or frequency.

Systematic Withdrawal 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(SM) Direct
Deposit Service. Through the MoneyLine(SM) Direct Deposit Service, it may take
up to four business days for the transaction to be completed. There are no
separate fees for this redemption method. See MoneyLine(SM) Services 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(SM) 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.
<PAGE>

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
Plans due to death, disability and attainment of age 59 1/2, and IRA
distributions qualifying under Section 72(t) of the Internal Revenue Code of
1986, as amended (the "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 Code) of all registered owners occurring after the purchase
of the shares being redeemed.

19
<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
Code; (iv) distributions from a 403(b)(7) or 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) or 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 1/2; and (vii) distributions
from an account if the redemption results from the death of all registered
owners of the account (in the case of accounts established under the Uniform
Gifts to Minors or Uniform Transfers to Minors Acts or trust accounts, the
waiver applies upon the death of all beneficial owners) or a total and
permanent disability (as defined in Section 72 of the Code) of all registered
owners occurring after the purchase of the shares being redeemed.

In addition, the CDSC will be waived on Class B Shares 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.

20
<PAGE>

Dividends and
Distributions

The Fund's dividends are declared daily and paid monthly. 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.

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, if any, 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 MoneyLineSM
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 MoneyLineSM Services under The Delaware
Difference for more information about this service.

21
<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 and it satisfies certain other
requirements relating to the source of its income and diversification of its
assets.
On August 5, 1997, President Clinton signed into law the Taxpayer Relief
Act of 1997 (the "1997 Act"). This new law makes sweeping changes in the Code.
Because many of these changes are complex, and only indirectly affect the Fund
and its distributions to you, they are discussed in Part B. Changes in the
treatment of capital gains, however, are discussed in this section.
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, if any, will be taxable to you as ordinary
income, whether received in cash or in additional shares. No portion of the
Fund's distributions will be eligible for the dividends-received deduction for
corporations.

The Treatment of Capital Gain Distributions under the Taxpayer Relief Act of
1997
The 1997 Act creates a category of long-term capital gain for individuals
who will be taxed at new lower tax rates. For investors who are in the 28% or
higher federal income tax brackets, these gains will be taxed at a maximum rate
of 20%. For investors who are in the 15% federal income tax bracket, these
gains will be taxed at a maximum rate of 10%. Capital gain distributions will
qualify for these new maximum tax rates, depending on how long the Fund's
securities were held by the Fund before they were sold. Investors who want more
information on holding periods and other qualifying rules relating to these new
rates should review the expanded discussion in Part B, or should contact their
own tax advisers.
The Fund will advise you in its annual information reporting at calendar
year end of the amount of its capital gain distributions which will qualify for
these maximum federal tax rates.
Dividends or capital gains which are declared in October, November or
December to shareholders of record on a specific date in one of those months
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.

22
<PAGE>

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.
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
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.

See Taxes in Part B for additional information on tax matters relating to
the Fund and its shareholders.

23
<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 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 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.

24
<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
Investments family since 1938. On March 31, 1998, the Manager and its
affiliates within Delaware Investments, including Delaware International
Advisers Ltd., were managing in the aggregate more than $44 billion in assets
in the various institutional or separately managed (approximately
$27,148,680,000) and investment company (approximately $17,698,080,000)
accounts.
The Manager is a series of Delaware Management Business Trust. The Manager
changed its form of organization from a corporation to a business trust on
March 1, 1998. 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
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, 1998, investment
management fees paid by the Fund were 0.49% of average daily net assets. The
directors annually review fees paid to the Manager.

Portfolio Trading Practices
Portfolio trades are generally made on a net basis without brokerage
commissions. However, the price may include a mark-up or mark-down.
Banks, brokers or dealers are selected by the Manager to execute the
Fund's portfolio transactions.

The Manager uses its best efforts to obtain the best available price and
most favorable execution for portfolio transactions. Orders may be placed with
brokers or dealers who provide brokerage and research services to the Manager
or its advisory clients. These services may be used by the Manager in servicing
any of its accounts. Subject to best price and execution, the Manager may
consider a broker/dealer's sales of shares of the funds in the Delaware
Investments family 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.

25
<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 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 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 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.

26
<PAGE>

The Fund has also adopted a plan under Rule 12b-1 for Consultant Class
Shares. The aggregate fees paid by the Fund from the Consultant Class Shares'
assets to the Distributor and others under such plan may not exceed 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 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 Distributor and the
Transfer Agent. The Distributor and the Transfer Agent are also indirect,
wholly owned subsidiaries of DMH.

* * *

As with other mutual funds, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by its service providers do not properly process and
calculate date-related information from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Fund is taking steps to obtain
satisfactory assurances that the Fund's major service providers are taking
steps reasonably designed to address the Year 2000 Problem with respect to the
computer systems that such service providers use. There can be no assurance
that these steps will be sufficient to avoid any adverse impact on the business
of the Fund.

Expenses
The Fund is responsible for all of its own expenses other than those
expenses borne by the Manager under the Investment Management Agreement and
those borne by the Distributor under the Distribution Agreement. The ratio of
expenses to average daily net assets of each Class for the fiscal year ended
March 31, 1998 was 1.88% and each reflects the impact of its 12b-1 Plan.

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. Commonly known as a mutual fund, 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.

27
<PAGE>

In addition to Class B Shares 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 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.

28
<PAGE>

Delaware Investments includes funds
with a wide range of investment objectives.
Stock funds, income funds, national and
state specific tax-exempt funds, money market
funds, global and international funds and
closed-end 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 Investments at 800-523-1918.

Investment Manager
Delaware Management Company
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

[GRAPHIC OMITTED]

[GRAPHIC OMITTED]
Printed in the U.S.A. on recycled paper.
P-055[--] PP5/98
www.delawarefunds.com
s

<PAGE>

Delaware Cash Reserve
Consultant Class
May 29, 1998

1818 Market Street, Philadelphia, PA 19103

For Prospectus and Performance:
Nationwide 800-523-1918

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 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. The Fund 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 29, 1998, 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 (the "SEC"). 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 number. The Fund's financial statements appear in its Annual
Report, which will accompany any response to requests for Part B. The SEC also
maintains a Web site (http://www.sec.gov) that contains Part B, material we
incorporated by reference and other information regarding registrants that
electronically file with the SEC.
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 be subject to sales
charges and other expenses which may affect their performance. A prospectus for
Class A 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.

<PAGE>

Table of
Contents

MANAGEMENT OF THE FUND.....................................................

<PAGE>

Synopsis

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
The minimum initial investment for Consultant Class Shares generally 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.

2
<PAGE>

Summary of
Expenses

Shareholder Transaction Expenses Annual Operating Expenses
(as a percentage of average daily net assets)
- ------------------------------------------------------------------- ---------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases Management Fees .................... 0.49%
(as a percentage of offering price) ..................... None 12b-1 Fees ......................... 0.25%
Maximum Sales Charge Imposed on Reinvested Other Operating Expenses ........... 0.39%
Dividends (as a percentage of offering price) ........... None ----
Redemption Fees ............................................None(1) Total Operating Expenses ......... 1.13%
Exchange Fees ............................................. None(2) ====
</TABLE>

(1) CoreStates Bank, N.A. currently charges $7.50 per redemption for redemptions
payable by wire.
(2) Exchanges are subject to the requirements of Consultant Class Shares and a
front-end sales charge may apply.
Investors utilizing the Asset Planner asset allocation service also
typically incur an annual maintenance fee of $35 per strategy. However,
effective November 1, 1996, the annual maintenance fee is waived until further
notice. 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 Asset Planner in Part B.

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

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.

The purpose of the above tables is to assist investors in understanding
the various costs and expenses they will bear directly or indirectly in owning
shares of the Fund.

3
<PAGE>

Financial
Highlights

Net Asset Value, Beginning of Period(1) ....... $ 1.000 $ 1.000 $ 1.000 $ 1.000
Income From Investment
Operations
Net Investment Income ....................... 0.045 0.043 0.047 0.037
--------- --------- --------- ---------
Total From Investment Operations .......... 0.045 0.043 0.047 0.037
--------- --------- --------- ---------
Less Dividends and Distributions
Dividends From Net Investment Income ........ (0.045) (0.043) (0.047) (0.037)
--------- --------- --------- ---------
Total Dividends and Distributions ......... (0.045) (0.043) (0.047) (0.037)
--------- --------- --------- ---------
Net Asset Value, End of Period .............. $ 1.000 $ 1.000 $ 1.000 $ 1.000
========= ========= ========= =========
- -------------------
Total Return ................................ 4.62% 4.36% 4.75% 3.75%
- -------------------
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted).... $ 40,037 $ 23,468 $ 20,344 $ 18,386
Ratio of Expenses to Average Net Assets ..... 1.13% 1.13% 1.20% 1.26%
Ratio of Net Investment Income to Average
Net Assets ................................. 4.53% 4.27% 4.65% 3.66%
</TABLE>

<TABLE>
<CAPTION>
Year Ended
3/31/94 3/31/93 3/31/92 3/31/91 3/29/90 3/30/89
------------- ------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>

Net Asset Value, Beginning of Period(2) ..... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Income From Investment
Operations
Net Investment Income ....................... 0.020 0.026 0.048 0.070 0.080 0.071
--------- --------- --------- --------- --------- ---------
Total From Investment Operations .......... 0.020 0.026 0.048 0.070 0.080 0.071
--------- --------- --------- --------- --------- ---------
Less Dividends and Distributions
Dividends From Net Investment Income ........ (0.020) (0.026) (0.048) (0.070) (0.080) (0.071)
--------- --------- --------- --------- --------- ---------
Total Dividends and Distributions ......... (0.020) (0.026) (0.048) (0.070) (0.080) (0.071)
--------- --------- --------- --------- --------- ---------
Net Asset Value, End of Period .............. $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
========= ========= ========= ========= ========= =========
- -------------------
Total Return ................................ 2.04% 2.62% 4.87% 7.25% 8.24% 7.28%
- -------------------
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted).... $ 22,561 $ 13,191 $ 26,183 $ 27,581 $ 26,350 $ 13,841
Ratio of Expenses to Average Net Assets ..... 1.25% 1.15% 1.06% 1.03% 1.07% 1.15%
Ratio of Net Investment Income to Average
Net Assets ................................. 2.02% 2.63% 4.79% 6.99% 7.95% 7.07%
</TABLE>

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

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

4
<PAGE>

Investment Objective
and Policy

As a money market fund, the Fund's investment 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 net
asset value of $1.00 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.

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 can reduce the bookkeeping and
administrative inconvenience which is typically connected with direct purchases
of 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.

INVESTMENT STRATEGY
The Fund invests its assets in a diversified portfolio of money market
instruments in order to achieve its investment 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 are
otherwise in accordance with 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 at the time of purchase,
such security or, as relevant, its issuer, is 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. The Fund will not
invest more than 5% of its total assets in securities rated in the second
highest category by a rating organization. See Appendix A in Part B for
descriptions of S&P, Moody's, Duff and Phelps, Inc. and Fitch IBCA, Inc.
(formerly Fitch Investors Service, Inc.) ("Fitch") ratings.

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.

5
<PAGE>

Borrowing
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.

6
<PAGE>

* * *

7
<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 funds in the Delaware
Investments family.

SHAREHOLDER PHONE DIRECTORY

Shareholder Service Center and Investor Information Center
800-523-1918
Information on Existing Regular Investment Accounts and Retirement Plan
Accounts; Wire Investments; Wire Liquidations; Telephone Liquidations and
Telephone Exchanges; Fund Information; Literature; Price; Yield and
Performance Figures

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

Performance Information
During business hours, you can call the Investor Information Center for
current yield information. Yield information is updated each weekday and is
based on the annualized yield over the past seven-day or longer period.

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

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
Investments family. Delaphone is available seven days a week, 24 hours a day.

Tax Information
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 fund in the Delaware Investments family with a different investment
objective, subject to certain exceptions and limitations.
For more information, see Additional Methods of Adding to Your Investment
- -- Dividend Reinvestment Plan under Buying Shares or call the Shareholder
Service Center.

8
<PAGE>

MoneyLine(SM) Services
Delaware Investments offers the following services for fast and convenient
transfer of funds between your personal bank account and your Fund account:

2. MoneyLine(SM) On Demand
You or your investment dealer may request purchases and redemptions of
Fund shares by using MoneyLine(SM) On Demand. When you authorize the Fund to
accept such requests from you or your investment dealer, funds will be
withdrawn from (for share purchases) or deposited to (for share redemptions)
your predesignated bank account. Your request will be processed the same day if
you call prior to 4 p.m., Eastern time. There is a $25 minimum and a $50,000
maximum limit for MoneyLine(SM) On Demand transactions. This service is not
available for retirement plans, except for purchases of shares by IRAs.
For each MoneyLine(SM) Service, it may take up to four business days for
the transactions to be completed. You can initiate either service by completing
an Account Services form. If the name and address on your designated bank
account are not identical to the name and address on your Fund account, you must
have your signature guaranteed. The Fund does not charge a fee for any
MoneyLine(SM) Service; however, your bank may charge a fee. Please call the
Shareholder Service Center for additional information about these services.

Exchange Privilege
The Exchange Privilege permits shareholders to exchange all or part of
their Consultant Class Shares into shares of the other mutual funds available
from the Delaware Investments family, 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 Investments family. 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.

9
<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
The minimum initial investment for Consultant Class Shares generally is
$1,000. 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. All purchases are at net asset
value. There is no front-end or contingent deferred sales charge.
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.
The Fund makes it easy to invest by mail, by wire, by exchange and by
arrangement with your investment dealer.

Investing through Your Investment Dealer
You can make a purchase of 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, Delaware Investments 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 Consultant Class,
to Delaware Investments at P.O. Box 7577, 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.

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 7577, Philadelphia, PA 19101.

Investing by Exchange
If you have an investment in another mutual fund in the Delaware
Investments family, 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 Investments family 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.

10
<PAGE>

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

5. 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 Investments family without a sales charge, subject
to eligibility and minimum purchase requirements set forth in each fund's
prospectus. Dividends from Consultant Class Shares may not be invested in Class
B Shares or Class C Shares of the Fund or Class B Shares or Class C Shares that
are offered by certain other funds in the Delaware Investments family. For more
information about reinvestments in shares of other funds in the Delaware
Investments family, call the Shareholder Service Center.
Distributions and/or dividends for participants in the following
retirement plans are automatically reinvested in the same fund in the Delaware
Investments family in which their investments are held: 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.

11
<PAGE>

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.
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 Investment family. 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.

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 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 number listed on the back cover of this
Prospectus.

12
<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 tax-advantaged funds, equity funds, bond funds or
other money market funds. Exchanges are subject to the requirements of each
fund and all exchanges of shares constitute taxable events. 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 available from the Delaware
Investments family will best meet your changing objectives and the consequences
of any exchange transaction. You may also call Delaware Investments directly
for fund information.

13
<PAGE>

Class A Shares of funds available from the Delaware Investments family
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 of the Fund. Shareholders will be given credit for the period during
which Consultant Class Shares of the Fund were held.

Since dividends are declared daily, you may not use the Checkwriting
Feature to close your account. (See below and Part B for additional
information.)

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

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 Investments family, 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 certificate(s).

14
<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 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 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 available from the Delaware Investments family under the same
registration, subject to the same conditions and limitations as other exchanges
noted above. Telephone exchanges may be subject to limitations as to amounts or
frequency.

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

* * *

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

15
<PAGE>

Dividends and
Distributions

The Fund's dividends are declared daily and paid monthly. Payment by check
of cash dividends will ordinarily be mailed within three business days after
the payable date.
Purchases of Fund 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.

Each class of shares of the Fund will share proportionately in the
investment income and expenses of the Fund, except that: (i) the per share
dividends and distributions on Class B Shares and Class C Shares will be lower
than the per share dividends 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.

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, if any, 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 MoneyLineSM 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
MoneyLineSM Services under The Delaware Difference for more information about
this service.

16
<PAGE>

Taxes

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 Investments family. 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 or may not be subject to
various state and local taxes. For example, distributions of interest income
and capital gains realized from certain types of U.S. government securities may
be exempt from state personal income taxes. Because investors' state and local
taxes may be different than the federal taxes described above, investors should
consult their own tax advisers. 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 distributions that came from U.S. government
securities. 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.

See Taxes in Part B for additional information on tax matters relating to
the Fund and its shareholders.

17
<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 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 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.

18
<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 Investments family since 1938. On March 31, 1998, the Manager and its
affiliates within Delaware Investments, including Delaware International
Advisers Ltd., were managing in the aggregate more than $44 billion in assets
in the various institutional or separately managed (approximately
$27,148,680,000) and investment company (approximately $17,698,080,000)
accounts.
The Manager is a series of Delaware Management Business Trust. The Manager
changed its form of organization from a corporation to a business trust on
March 1, 1998. 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, 1998, investment management fees
paid by the Fund were 0.49% of average daily net assets. The directors annually
review fees paid to the Manager.

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 Investments
family 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.

19
<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.
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 (12b-1) and Service
The Distributor, Delaware Distributors, L.P. serves as the national
distributor for the Fund under a Distribution Agreement 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 funds in the
Delaware Investment family 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.

20
<PAGE>

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 Distributor may, however, incur additional expenses and make
additional payments to dealers from its own resources to promote the
distribution of Consultant Class Shares. 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 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. (the "NASD") has
adopted Conduct Rules, as amended, relating to investment company sales
charges. The Fund and the Distributor intend to operate in compliance with
these rules.

The directors annually review fees paid to the Distributor and the
Transfer Agent. The Distributor and the Transfer Agent are also indirect,
wholly owned subsidiaries of DMH.
* * *
As with other mutual funds, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by its service providers do not properly process and
calculate date-related information from and after January 1, 2000. This is
commonly known as the "Year 2000 Problem." The Fund is taking steps to obtain
satisfactory assurances that its major service providers are taking steps
reasonably designed to address the Year 2000 Problem with respect to the
computer systems that such service providers use. There can be no assurance
that these steps will be sufficient to avoid any adverse impact on the business
of the Fund.

Expenses
The Fund is responsible for all of its own expenses other than those
expenses borne by the Manager under the Investment Management Agreement and
those borne by the Distributor under the Distribution Agreement. The ratio of
expenses to average daily net assets for Consultant Class Shares for the fiscal
year ended March 31, 1998, was 1.13%. The expense ratio of the Consultant Class
Shares reflects the impact of the 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 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.
21
<PAGE>

Delaware Investments includes funds with a wide range of investment
objectives. Stock funds, income funds, national and state-specific tax-exempt
funds, money market funds, global and international funds and closed-end 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 Investments at 800-523-1918.

Investment Manager
Delaware Management Company
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

[GRAPHIC OMITTED]

[GRAPHIC OMITTED]
Printed in the U.S.A. on recycled paper.
P-028[--] PP5/98
www.delawarefunds.com

<PAGE>

(DCR-SAI/PART B)

- --------------------------------------------------------------------------------
PART B--STATEMENT OF ADDITIONAL INFORMATION

MAY 29, 1998

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

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

For Prospectus and Performance: Nationwide 800-523-1918

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

Dealer Services: (BROKER/DEALERS ONLY) Nationwide 800-362-7500
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Cover Page
- --------------------------------------------------------------------------------
Investment Objective and Policy
- --------------------------------------------------------------------------------
Performance Information
- --------------------------------------------------------------------------------
Trading Practices
- --------------------------------------------------------------------------------
Purchasing Shares
- --------------------------------------------------------------------------------
Retirement Plans
- --------------------------------------------------------------------------------
Offering Price
- --------------------------------------------------------------------------------
Redemption
- --------------------------------------------------------------------------------
Dividends and Realized Securities Profits Distributions
- --------------------------------------------------------------------------------
Taxes
- --------------------------------------------------------------------------------
Investment Management Agreement
- --------------------------------------------------------------------------------
Officers and Directors
- --------------------------------------------------------------------------------
Exchange Privilege
- --------------------------------------------------------------------------------
General Information
- --------------------------------------------------------------------------------
Appendix A--Description of Ratings
- --------------------------------------------------------------------------------

Financial Statements
- --------------------------------------------------------------------------------

-1-
<PAGE>

(DCR-SAI/PART B)

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 29, 1998, and the
current Prospectus for each of the Class A Shares and Consultant Class Shares
dated May 29, 1998, 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 Shares 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.

All references to "shares" in this Part B refer to each Class of shares
of the Fund, except where noted.

-2-
<PAGE>

(DCR-SAI/PART B)

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 (i) more than 50% of
the outstanding voting securities; or (ii) 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 General Information.

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

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

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

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

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

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

-3-
<PAGE>

(DCR-SAI/PART B)

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, at the time of
purchase, a bank obligation 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 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, at the time of purchase, such security or, as
relevant, its issuer is rated in one of the two highest rating categories (e.g.,
A-2 or better by S&P and P-2 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.

5. Short-term Corporate Debt--The Fund may invest in corporate notes,
bonds and debentures, if, at the time of purchase, such security or, as
relevant, its issuer is rated in one of the two highest rating categories (e.g.,
AA or better by S&P and Aa or better by Moody's) by at least two
nationally-recognized statistical rating organizations approved by the Board of
Directors or, if such security is not so rated, the purchase of the security
must be approved or ratified by the Board of Directors in accordance with the
maturity, quality and diversification conditions with which taxable money market
funds must comply. Such securities generally have greater liquidity and are
subject to considerably less market fluctuation than longer issues.

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

-4-
<PAGE>

(DCR-SAI/PART B)

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
typically are securitized in either a pass-through or a pay-through structure.
Pass-through securities provide investors with an income stream consisting of
both principal and interest payments in respect of the receivables in the
underlying pool. Pay-through securities are debt obligations issued usually by a
special purpose entity, which are collateralized by the various receivables and
in which the payments on the underlying receivables provide the funds to pay the
debt service on the debt obligations issued. The Fund may invest in these and
other types of asset-backed securities that may be developed in the future. It
is the Fund's current policy to limit asset-backed investments to those
represented by interests in credit card loans, wholesale dealer floor plans,
home equity loans and automobile loans.

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

-5-
<PAGE>

(DCR-SAI/PART B)

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 above.

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 (the "SEC") 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.

-6-
<PAGE>

(DCR-SAI/PART B)

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.

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

-7-
<PAGE>

(DCR-SAI/PART B)

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>

(DCR-SAI/PART B)

PERFORMANCE INFORMATION

For the seven-day period ended March 31, 1998, the annualized current
yield of Class A Shares, Class B Shares, Class C Shares and Consultant Class
Shares was 4.67%, 3.67%, 3.67% and 4.42%, respectively, and the compounded
effective yield was 4.78%, 3.73%, 3.73% and 4.51%, respectively. These yields
will fluctuate daily as income earned fluctuates. On this date, the weighted
average portfolio maturity was 47 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>

(DCR-SAI/PART B)

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, 1998:

<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........................ $1.00089514 $1.00070332 $1.00070332 $1.00084723
----------- ----------- ----------- ----------

Net change in account value....................... 0.00089514(1) 0.00070332(1) 0.00070332(1) 0.00084723(1)
----------- ----------- ---------- -----------
Base period return = net change in account
value/beginning account value........... 0.00089514 0.00070332 0.00070332 0.00084723
----------- ---------- ---------- ----------

Current yield [base period return x (365/7)]..... 4.67%(2) 3.67%(2) 3.67%(2) 4.42%(2)
----------- ---------- ---------- ----------

Effective yield (1 + base period) 365/7 - 1....... 4.78%(3) 3.73%(3) 3.73%(3) 4.51%(3)
----------- ---------- ---------- ----------
</TABLE>

Weighted average life to maturity of the portfolio on March 31, 1998 was 47
days.

(1) This represents the net income per share for the seven calendar days
ended March 31, 1998.
(2) This represents the average of annualized net investment income per
share for the seven calendar days ended March 31, 1998.
(3) This represents the current yield for the seven calendar days ended
March 31, 1998 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>

(DCR-SAI/PART B)

Aggregate or cumulative total return is calculated in a similar manner,
except that the results are not annualized. The performance, as shown below, is
the average annual total return quotations for Class A Shares and Consultant
Class Shares through March 31, 1998, 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
3/31/98 4.88% 4.62%

3 years ended
3/31/98 4.84% 4.58%

5 years ended
3/31/98 4.16% 3.90%

10 years ended
3/31/98 5.22% 4.96%

15 years ended
3/31/98 6.08% 5.89%

Period 6/30/78(2)
through 3/31/98 7.66% 7.51%

(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>

(DCR-SAI/PART B)

The performance of Class B Shares, as shown below, is the average
annual total return quotation through March 31, 1998. 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, 1998. The average annual total return for Class B Shares (excluding
deferred sales charge) assumes the shares were not redeemed at March 31, 1998
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
3/31/98 (0.16%) 3.84%

3 years ended
3/31/98 2.86% 3.80%

Period 5/2/94(1)
through 3/31/98 2.93% 3.63%

(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, 1998. 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,
1998. The average total return for Class C Shares (excluding deferred sales
charge) assumes the shares were not redeemed at March 31, 1998 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
3/31/98 2.84% 3.84%

Period 11/29/95(1)
through 3/31/98 3.71% 3.71%

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

-12-
<PAGE>

(DCR-SAI/PART B)

From time to time, the Fund may 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.

From time to time, the Fund may quote actual total return and/or yield
performance for its Classes in advertising and other types of literature. This
information may be compared to that of other mutual funds with similar
investment objectives and to stock, bond and other relevant indices or to
rankings prepared by independent services or other financial or industry
publications that monitor the performance of mutual funds. For example, the
performance comparisons of the Fund (or Class) may include the average return
of various bank instruments, some of which may carry certain guarantees offered
by leading banks and thrifts, as monitored by the Bank Rate Monitor, and those
of corporate and government security price indices may be compared to data
prepared by Lipper Analytical Services, Inc., IBC/Donoghue or the performance
of unmanaged indices compiled or maintained by statistical research firms such
as Lehman Brothers or Salomon Brothers, Inc.

Lipper Analytical Services, Inc. and IBC/Donoghue maintain statistical
performance databases, as reported by a diverse universe of independently-
managed mutual funds. Rankings that compare the Fund's performance to another
fund in appropriate categories over specific time periods also may be quoted in
advertising and other types of literature. The total return performance reported
for these indices will reflect the reinvestment of all distributions on a
quarterly basis and market price fluctuations. The indices do not take into
account any fees. A direct investment in an unmanaged index is not possible.

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 purposes. 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.

Comparative information on the Consumer Price Index may also be
included in advertisements or other literature. 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 from an investment.

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.

Ibbotson Associates of Chicago, Illinois ("Ibbotson") provides
historical returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury bills,
the U.S. rate of inflation (based on the Consumer Price Index), and combinations
of various capital markets. The performance of these capital markets is based on
the returns of different indices. The Fund may use the performance of these
capital markets in order to demonstrate general risk-versus-reward investment
scenarios. Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with the
security types in any capital market may or may not correspond directly to those
of the Fund. The Fund may also compare performance to that of other compilations
or indices that may be developed and made available in the future.

-13-
<PAGE>

(DCR-SAI/PART B)

The Fund may include discussions or illustrations of the potential
investment goals of a prospective investor (including materials that describe
general principles of investing, such as asset allocation, diversification, risk
tolerance, and goal setting, questionnaires designed to help create a personal
financial profile, worksheets used to project savings needs based on assumed
rates of inflation and hypothetical rates of return and action plans offering
investment alternatives), investment management techniques, policies or
investment suitability of the Fund (such as value investing, market timing,
dollar cost averaging, asset allocation, constant ratio transfer, automatic
account rebalancing, the advantages and disadvantages of investing in
tax-deferred and taxable investments), economic and political conditions, the
relationship between sectors of the economy and the economy as a whole, the
effects of inflation and historical performance of various asset classes,
including but not limited to, stocks, bonds and Treasury bills. From time to
time advertisements, sales literature, communications to shareholders or other
materials may summarize the substance of information contained in shareholder
reports (including the investment composition of the Fund), as well as the views
as to current market, economic, trade and interest rate trends, legislative,
regulatory and monetary developments, investment strategies and related matters
believed to be of relevance to the Fund. In addition, selected indices may be
used to illustrate historic performance of selected asset classes. The Fund may
also include in advertisements, sales literature, communications to shareholders
or other materials, charts, graphs or drawings which illustrate the potential
risks and rewards of investment in various investment vehicles, including but
not limited to, domestic stocks, and/or bonds, treasury bills and shares of the
Fund. In addition, advertisements, sales literature, communications to
shareholders or other materials may include a discussion of certain attributes
or benefits to be derived by an investment in the Fund and/or other mutual
funds, shareholder profiles and hypothetical investor scenarios, timely
information on financial management, tax and retirement planning (such as
information on Roth IRAs and Education IRAs) and investment alternatives to
certificates of deposit and other financial instruments. Such sales literature,
communications to shareholders or other materials may include symbols, headlines
or other material which highlight or summarize the information discussed in more
detail therein.

Materials may refer to the CUSIP numbers of the Fund and may illustrate
how to find the listings of the Fund in newspapers and periodicals. Materials
may also include discussions of other funds, products, and services.

The Fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the Fund may compare these measures to
those of other funds. Measures of volatility seek to compare the historical
share price fluctuations or total returns to those of a benchmark. Measures of
benchmark correlation indicate how valid a comparative benchmark may be.
Measures of volatility and correlation may be calculated using averages of
historical data. The Fund may advertise its current interest rate sensitivity,
duration, weighted average maturity or similar maturity characteristics.
Advertisements and sales materials relating to the Fund may include information
regarding the background and experience of its portfolio managers.

The following tables present examples, for purposes of illustration
only, of cumulative total return performance for the shares of each Class of the
Fund through March 31, 1998. 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>

(DCR-SAI/PART B)

Cumulative Total Return

Consultant Class
Class A Shares Shares (1)
3 months
ended 3/31/98 1.17% 1.11%

6 months
ended 3/31/98 2.39% 2.26%

9 months
ended 3/31/98 3.64% 3.45%

1 year ended
3/31/98 4.88% 4.62%

3 years ended
3/31/98 15.22% 14.36%

5 years ended
3/31/98 22.59% 21.07%

10 years ended
3/31/98 66.35% 62.26%

15 years ended
3/31/98 142.41% 135.89%

Period 6/30/78(2)
through 3/31/98 329.64% 318.09%

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

Class B Shares Class B Shares
(Including Deferred (Excluding Deferred
Sales Charge) Sales Charge)
3 months ended
3/31/98 (3.08%) 0.92%

6 months ended
3/31/98 (2.12%) 1.88%

9 months ended
3/31/98 (1.13%) 2.87%

1 year ended
3/31/98 (0.16%) 3.84%

3 years ended
3/31/98 2.86% 3.80%

Period 5/2/94(1)
through 3/31/98 2.93% 3.63%

(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
3/31/98 (0.08%) 0.92%

6 months ended
3/31/98 0.88% 1.88%

9 months ended
3/31/98 1.87% 2.87%

1 year ended
3/31/98 2.84% 3.84%

Period 11/29/95(1)
through 3/31/98 3.71% 3.71%

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

-15-
<PAGE>

(DCR-SAI/PART B)

Because every investor's goals and risk threshold are different, the
Distributor, as distributor for the Fund and other mutual funds available from
the Delaware Investments family, 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 industryaccepted 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 (the "Manager") and how that
philosophy impacts the Fund's, and other Delaware Investments 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 Investments
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.

-16-
<PAGE>

(DCR-SAI/PART B)

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 or any stock or bond fund in the
Delaware Investments family. Dollar-cost averaging can be appropriate for
investments in shares of funds that tend to fluctuate in value. Please obtain
the prospectus of any fund in the Delaware Investments family 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. The Fund may include illustrations showing the power of
compounding in advertisements and other types of literature.

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.

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<PAGE>

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 800-523-1918.

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

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<PAGE>

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 Investments family. Subject to best price and execution, commissions
allocated to brokers providing such pricing services may or may not be generated
by the funds receiving the pricing service.

The Manager may place a combined order for two or more accounts or funds
engaged in the purchase or sale of the same security if, in its judgment, joint
execution is in the best interest of each participant and will result in best
price and execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or fund. When a combined order is
executed in a series of transactions at different prices, each account
participating in the order may be allocated an average price obtained from the
executing broker. It is believed that the ability of the accounts to participate
in volume transactions will generally be beneficial to the accounts and funds.
Although it is recognized that, in some cases, the joint execution of orders
could adversely affect the price or volume of the security that a particular
account or fund may obtain, it is the opinion of the Manager and the 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 and not for the purpose of realizing capital gains, although
capital gains may be realized on certain portfolio transactions. For example,
capital gains may be realized when a security is sold (i) so that, provided
capital is preserved or enhanced, another security can be purchased to obtain a
higher yield, (ii) to take advantage of what the Manager believes to be a
temporary disparity in the normal yield relationship between the two securities
to increase income or improve the quality of the portfolio, (iii) to purchase a
security which the Manager believes is of higher quality than its rating or
current market value would indicate, or (iv) when the Manager anticipates a
decline in value due to market risk or credit risk. 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 of 1986, as amended (the "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 Conduct Rules 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 Investments family, such as
custodian fees, and may, at the request of the Distributor, give consideration
to sales of shares of the funds in the Delaware Investments family as a factor
in the selection of brokers and dealers to execute Fund portfolio transactions.

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<PAGE>

PURCHASING SHARES

The Distributor serves as the national distributor for the Fund's 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.

The minimum initial investment is generally $1,000 for each Class.
Subsequent purchases must generally be $100 or more. The initial and subsequent
investment minimums for Class A Shares will be waived for purchases by officers,
directors and employees of any fund in the Delaware Investments family, 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 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 .

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; (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. 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

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<PAGE>

assets representing such shares. At the end of approximately eight years after
purchase, the investor's Class B Shares will be automatically converted into
Consultant Class Shares of the Fund. See Automatic Conversion of Class B Shares
in the Prospectus for Class B Shares. Such conversion will constitute a tax-free
exchange for federal income tax purposes. See Taxes in the Prospectus for Class
B Shares. Class C Shares are subject to annual 12b-1 Plan expenses up to a
maximum of 1% of the average daily net assets of such Class for the life of the
investment.

With respect to Class A Shares and Consultant Class Shares,
certificates representing shares purchased are not ordinarily issued unless a
shareholder submits a specific request. Certificates are not issued in the case
of Class B Shares or Class C Shares or in the case of any retirement plan
account including self-directed IRAs. However, purchases not involving the
issuance of certificates 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 any of their shares may only redeem those shares by
written request. The investor's certificate(s) must accompany such 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 Delaware Investments at P.O. Box 7577, 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

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<PAGE>

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 Delaware Investments at P.O. Box
7577, Philadelphia, PA 19101.

Subsequent Purchases--Additional investments may be made at any time
through the wire procedure described above. The Fund must be immediately advised
by telephone at 800-523-1918 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.

* * *

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 or certain other authorized persons (see
Distribution and Service under Investment Management Agreement) 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.

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.

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<PAGE>

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,
a monthly fee 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 funds in the Delaware Investments family having a 12b-1 Plan, are paid
a continuing trail fee of 0.25% of the average daily net assets of Consultant
Class Shares by the Distributor from 12b-1 payments of Consultant Class Shares
for assets maintained in that Class. The 12b-1 Plan fees relating to Class B
Shares and Class C Shares are also used to pay the Distributor for advancing
commission costs to dealers with respect to the initial sales of such shares.

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

The maximum aggregate fee payable by the Fund under each respective Plan,
and the Fund's Distribution Agreement, is on an annual basis 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,
such as broker/dealers, in excess of the amount paid on behalf of Consultant
Class Shares, Class B Shares or Class C Shares would be borne by (DCR-SAI/PART
B) 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.

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<PAGE>

The Plans and the Distribution Agreement, as amended, may be terminated at any
time without penalty by a majority of those directors who are not "interested
persons" or by a majority vote of the outstanding voting securities of the
relevant Class. Any amendment materially increasing the maximum percentage
payable under the Plans must likewise be approved by a majority vote of the
outstanding voting securities of the relevant Class, as well as a majority vote
of those directors who are not "interested persons." Class B Shares may vote on
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, 1998, payments from Class B Shares,
Class C Shares and Consultant Class Shares amounted to $78,407, $28,007 and
$72,393, respectively. Such amounts were used for the following purposes:

Class B Class C Consultant Class

Advertising $132 -- $175
Annual/Semi-Annual Reports $24 -- $273
Broker Trails $20,792 $6,030 $70,430
Broker Sales Charges $32,162 $15,482 --
Dealer Service Expenses -- -- --
Interest on Broker Sales Charges $22,723 $902 --
Commissions to Wholesalers $2,069 $3,991 $252
Promotional-Broker Meetings -- $60 --
Promotional-Other -- -- $1,068
Prospectus Printing $377 -- $125
Telephone -- $32 $70
Wholesaler Expenses $128 $1,510 --
Other -- -- --

Reinvestment of Dividends in Other Delaware Investments 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 Investments family, 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.

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<PAGE>

Dividends on Class A Shares and Consultant Class Shares may be
reinvested in shares of any other mutual fund in the Delaware Investments
family, other than Class B Shares and Class C Shares of the funds in
the Delaware Investments family 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 Investments family 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 Investments family that offers such a class of shares.

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
available from the Delaware Investments family. Shareholders of the Fund may
elect to invest in one or more of the other mutual funds available from the
Delaware Investments family 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 available from
the Delaware Investments family, 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 in Wealth Builder at
any time by giving written notice to the fund from which exchanges are made.

Account Statements
You will receive quarterly statements of your account 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>

Asset Planner
To invest in the funds in the Delaware Investments family using the
Asset Planner asset allocation service, you should complete a Asset Planner
Account Registration Form, which is available only from a financial adviser or
investment dealer. Effective September 1, 1997, the Asset Planner Service is
only available to financial advisers or investment dealers who have previously
used this service. The Asset Planner service offers a choice of four predesigned
asset allocation strategies (each with a different risk/reward profile) in
predetermined percentages in Delaware Investments funds. With the help of a
financial adviser, you may also 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
Investments accounts into the Asset Planner service may be made at net asset
value under the circumstances described under Investing by Exchange in the
Prospectus and the prospectus of each fund in the Delaware Investments family.
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 Shares, Class B Shares, Class C Shares
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. However, Class A Shares of the Fund and of other funds available from
Delaware Investments may be used in the same Strategy with the Fund's Consultant
Class Shares and consultant class shares that are offered by certain other funds
in the Delaware Investments family.

An annual maintenance fee, currently $35 per Strategy, is 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 maintenance 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. Investors will
receive a customized quarterly Strategy Report summarizing all 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.

-27-
<PAGE>

(DCR-SAI/PART B)

RETIREMENT PLANS

An investment in the Fund may be suitable for tax-deferred retirement
plans. Delaware Investments offers a full spectrum of qualified and
non-qualified retirement plans, including the 401(k) deferred compensation plan,
Individual Retirement Account ("IRA") and the new Roth IRA and Education IRA.

Among the retirement plans that Delaware Investments offers, Class B
Shares are available for investment only by Individual Retirement Accounts,
SIMPLE IRAs, Roth IRAs, Education IRAs, Simplified Employee Pension Plans,
Salary Reduction Simplified Employee Pension Plans and 403(b)(7) 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.

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<PAGE>

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; however, participation
may be restricted based on certain income limits. Investments in each of the
Classes are permissible.

IRA Disclosures
The Taxpayer Relief Act of 1997 provides new opportunities for
investors. Individuals have four types of tax-favored IRA accounts that can be
utilized depending on the individual's circumstances. A new Roth IRA and
Education IRA are available in addition to the existing deductible IRA and
non-deductible IRA.

Deductible and Non-deductible IRAs
An individual can contribute up to $2,000 in his or her IRA each year.
Contributions may or may not be deductible depending upon the taxpayer's
adjusted gross income ("AGI") and whether the taxpayer is an active participant
in an employer sponsored retirement plan. Even if a taxpayer is an active
participant in an employee sponsored retirement plan, the full $2,000 is still
available if the taxpayer's AGI is below $30,000 ($50,000 for taxpayers filing
joint returns) for years beginning after December 31, 1997. A partial deduction
is allowed for married couples with income between $50,000 and $60,000, and for
single individuals with incomes between $30,000 and $40,000. These income
phase-out limits reach $80,000-$100,000 in 2007 for joint filers and
$50,000-$60,000 in 2005 for single filers. No deductions are available for
contributions to IRAs by taxpayers whose AGI before IRA deductions exceeds the
maximum income limit established for each year and who are active participants
in an employer sponsored retirement plan.

Taxpayers who are not allowed deductions on IRA contributions still can
make non-deductible IRA contributions of as much as $2,000 for each working
spouse and defer taxes on interest or other earnings from the IRAs.

Under the new law, an individual is not considered an active
participant in an employer sponsored retirement plan merely because the
individual's spouse is an active participant. The maximum deductible IRA
contribution for an individual who is not a participant, but whose spouse is, is
phased out for taxpayers with AGI between $150,000 and $160,000.

Roth IRA
For taxable years beginning after December 31, 1997, non-deductible
contributions of up to $2,000 per year can be made to a new Roth IRA. The
maximum contribution that can be made to a Roth IRA is phased out for single
filers with AGI between $95,000 and $110,000, and for couples filing jointly
with AGI between $150,000 and $160,000. Qualified distributions from a Roth IRA
would be exempt from federal taxes provided certain qualifications are met.
Qualified distributions are distributions (1) made after the five-taxable year
period beginning with the first taxable year for which a contribution was made
to a Roth IRA and (2) that are (a) made on or after the date on which the
individual attains age 59 1/2, (b) made to a beneficiary on or after the death
of the individual, (c) attributed to the individual being disabled, or (d) for a
qualified special purpose (e.g., first time homebuyer expenses).

Early withdrawals from the Roth IRA (before age 59 1/2) are permitted
tax-free provided the taxpayer is withdrawing contributions, not accumulated
earnings.

Taxpayers with AGI of $100,000 or less are eligible to convert an
existing IRA to a Roth IRA. Earnings and contributions from a deductible IRA are
subject to a tax upon conversion; however, no 10% excise tax for early
withdrawal would apply. If the conversion is done prior to January 1, 1999, then
the income from the conversion can be included in income ratably over a four
year period beginning with the year of distribution.

Educational IRAs
For taxable years beginning after December 31, 1997, an Education IRA
has been created exclusively for the purpose of paying qualified higher
education expenses. Taxpayers can make non-deductible contributions up to $500
per year per beneficiary. Eligible contributions must be in cash and made prior
to the date the beneficiary reaches age 18. Similar to the Roth IRA, earnings
would accumulate tax-free. There is no requirement that the contributor be
related to the beneficiary, and there is no limit on the number of beneficiaries
for whom one contributor can establish Education IRAs. In addition, multiple
Education IRAs can be created for the same beneficiaries, however, the
contribution limit of all contributions for a single beneficiary cannot exceed
$500 annually.

This $500 annual contribution limit for Education IRAs is phased out
ratably for single contributors with modified AGI between $95,000 and $110,000,
and for couples filing jointly with modified AGI of between $150,000 and
$160,000. Individuals with modified AGI above the phase-out range are not
allowed to make contributions to an Education IRA established on behalf of any
other individual.

<PAGE>

Distributions from an Education IRA are excludable from gross income to
the extent that the distribution does not exceed qualified higher education
expenses incurred by the beneficiary during the year the distribution is made
regardless of whether the beneficiary is enrolled at an eligible educational
institution on a full-time, half-time, or less than half-time basis.

Any balance remaining in an Education IRA at the time a beneficiary
becomes 30 years old must be distributed, and the earnings portion of such a
distribution will be includible in gross income of the beneficiary and subject
to an additional 10% penalty tax because the distribution was not for
educational purposes. The bill allows tax-free (and penalty-free) transfers and
rollovers of account balances from one Education IRA benefiting one beneficiary
to another Education IRA benefiting a different beneficiary (as well as
redesignations of the named beneficiary), provided that the new beneficiary is a
member of the family of the old beneficiary and that the transfer or rollover is
made before the time the old beneficiary reaches age 30.

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.

-29-
<PAGE>

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. In addition, the new laws allows for premature distribution without a 10%
penalty if the amounts are (i) used to pay qualified higher education expenses
(including graduate level courses) of the taxpayer, the taxpayer's spouse or any
child or grandchild of the taxpayer or the taxpayer's spouse, or (ii) used to
pay acquisition costs of a principle residence for the purchase of a first-time
home by the taxpayer, taxpayer's spouse or any child or grandchild of the
taxpayer or the taxpayer's spouse. A qualified first-time homebuyer is someone
who has had no ownership interest in a residence during the past two years. The
aggregate amount of distribution for first-time home purchases cannot exceed a
lifetime cap of $10,000. The new provisions are effective for distributions made
after December 31, 1997.

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

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

Prototype 401(k) Defined Contribution Plan
Section 401(k) of 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 Investments family.

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 Investments 457 Deferred Compensation
Plan. Interested investors should contact the Distributor or their investment
dealers to obtain further information.

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.

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.

-30-
<PAGE>

(DCR-SAI/PART B)

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, Martin Luther King, Jr.'s Birthday, 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 SEC 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.

-31-
<PAGE>

(DCR-SAI/PART B)

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. 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 by the Fund, or certain other authorized persons (see Distribution and
Service under Investment Management Agreement), 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.

-32-
<PAGE>

In case of a suspension of the determination of the net asset value
because the New York Stock Exchange is closed for a reason 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 SEC has provided for such suspension for the
protection of shareholders, the Fund may postpone payment or suspend the right
of redemption. In such case, the shareholder may withdraw the request for
redemption or leave it standing as a request for redemption at the net asset
value next determined after the suspension has been terminated.

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

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 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.

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 Shares or Class C Shares of the Fund.

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

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

(3) If a shareholder who recently purchased shares by check seeks to
redeem all or a portion of those shares through the Checkwriting Feature, the
Fund will not honor the redemption request unless it is reasonably satisfied of
the collection of the investment check. A hold period against a recent purchase
may be up to but not in excess of 15 days, depending upon the origin of the
investment check.

(4) If the amount of the check is greater than the value of the shares
held in the shareholder's account, the check will be returned and
the shareholder's bank may charge a fee.

(5) Checks may not be used to close accounts.

-33-
<PAGE>

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.

* * *

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.

-34-
<PAGE>

Redemption Requirements: In order to change the name of the bank and
the account number it will be necessary to send a written request to the Fund
with a signature guarantee. Each signature guarantee must be supplied by an
eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness.

To reduce the shareholder's risk of attempted fraudulent use of the
telephone redemption procedure, payment will be made only to the bank account
designated on the authorization form.

If expedited payment under these procedures could adversely affect the
Fund, the Fund may take up to seven days to pay the shareholder.

Neither the Fund nor 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.

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 a 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

-35-
<PAGE>

purposes, although the Fund expects to maintain a fixed net asset value. If
there were a gain or loss, it would be long-term or short-term depending on the
holding period for the specific shares liquidated. Premature withdrawals from
retirement plans may have adverse tax consequences.

An investor wishing to start a Systematic Withdrawal Plan must complete
an authorization form. If the recipient of Systematic Withdrawal Plan payments
is other than the registered shareholder, the shareholder's signature on this
authorization must be guaranteed. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. This plan may be terminated by the shareholder or the Transfer
Agent at any time by giving written notice. Shareholders should consult their
financial advisers to determine whether a Systematic Withdrawal Plan would be
suitable for them.

-36-
<PAGE>

(DCR-SAI/PART B)

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

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

-37-
<PAGE>

TAXES

Under the Taxpayer Relief Act of 1997 (the "1997 Act"), the Fund is
required to track its sales of portfolio securities and to report its capital
gain distributions to you according to the following categories of holding
periods:

"Pre-Act long-term capital gains" or "28 percent rate gain": securities
sold by the Fund before May 7, 1997, that were held for more than 12
months. These gains will be taxable to individual investors at a
maximum rate of 28%.

"Mid-term capital gains" or "28 percent rate gain": securities sold by
the Fund after July 28, 1997 that were held more than one year but not
more than 18 months. These gains will be taxable to individual
investors at a maximum rate of 28%.

"1997 Act long-term capital gains" or "20 percent rate gain":
securities sold by the Fund between May 7, 1997 and July 28, 1997 that
were held for more than 12 months, and securities sold by the Fund
after July 28, 1997 that were held for more than 18 months. These gains
will be taxable to individual investors at a maximum rate of 20% for
investors in the 28% or higher federal income tax brackets, and at a
maximum rate of 10% for investors in the 15% federal income tax
bracket.

"Qualified 5-year gains": For individuals in the 15% bracket, qualified
5-year gains are net gains on securities held for more than 5 years
which are sold after December 31, 2000. For individuals who are subject
to tax at higher rate brackets, qualified 5-year gains are net gains on
securities which are purchased after December 31, 2000 and are held for
more than 5 years. Taxpayers subject to tax at a higher rate brackets
may also make an election for shares held on January 1, 2001 to
recognize gain on their shares (any loss is disallowed) in order to
qualify such shares as qualified 5-year property as though purchased
after December 31, 2000. These gains will be taxable to individual
investors at a maximum rate of 18% for investors in the 28% or higher
federal income tax brackets, and at a maximum rate of 8% for investors
in the 15% federal income tax bracket when sold after the 5 year
holding period.

-38-
<PAGE>

(DCR-SAI/PART B)

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.

On March 31, 1998, the total net assets of the Fund were $574,737,875.
Investment management fees paid by the Fund were $2,965,417 for the fiscal year
ended March 31, 1996, $2,898,736 for the fiscal year ended March 31, 1997 and
$2,904,636 for the fiscal year ended March 31, 1998.

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.

-39-

<PAGE>

(DCR-SAI/PART B)

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. Delaware Distributors, L.P. is an indirect, wholly owned
subsidiary 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.

The Fund has authorized one or more brokers to accept on its behalf
purchase and redemption orders in addition to the Transfer Agent. Such brokers
are authorized to designate other intermediaries to accept purchase and
redemption orders on the behalf of the Fund. For purposes of pricing, the Fund
will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. Investors may be charged a fee when effecting transactions through a
broker or agent.

-40-
<PAGE>

(DCR-SAI/PART B)

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 Investments family. On April 30, 1998,
the Fund's officers and directors owned less than 1% of outstanding shares of
Consultant Class Shares, Class B Shares and Class C Shares and approximately 1%
of the outstanding shares of Class A Shares.

As of April 30, 1998, the Fund believes the following accounts held 5%
or more of record of a Fund Class. The Fund has no knowledge of beneficial
ownership.

<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C>
Consultant Class Shares RS DMTC 401(k) Plan 2,529,159 7.30%
Goodman Truck and Tractor 401(k)
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103

RS DMTC 401(k) Plan 2,273,103 6.55%
HC Yu & Associates 401(k) Plan
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103

Enele Co. FBO Tharco 1,836,739 5.29%
1211 SW 5th Avenue, Suite 1900
Portland, OR 97204

Class B Shares Independent Trust Corp. 624,455 9.49%
FBO CGMI
15255 South 94th Avenue, Suite 303
Orland Park, IL 60462

Donaldson Lufkin Jenrette 421,635 6.41%
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303

Class C Shares Whitestone Logging, Inc. 401(k) Plan 566,250 15.49%
Attn: Retirement Plans
1818 Market Street
Philadelphia, PA 19103
</TABLE>

-41-

<PAGE>

(DCR-SAI/PART B)

<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C>
Class C Shares Resources Trust Company 277,609 7.59%
Trustee For Russell C. Staurovsky
P.O. Box 5900
Denver, CO 80217

Class C Shares Brenda J. Whitt 217,450 5.94%
548 Union Avenue
Providence, RI 02909
</TABLE>

DMH Corp., Delvoy, Inc., Delaware Management Business Trust, Delaware
Management Company, Delaware Management Company, Inc. (a series of Delaware
Management Business Trust), Delaware Investment Advisers, (a series of Delaware
Management Business Trust), 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. 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.

Certain officers and directors of the Fund hold identical positions in
each of the other funds in the Delaware Investments family. 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.

-42-
<PAGE>

(DCR-SAI/PART B)

*Wayne A. Stork (60)
Chairman and Director and/or Trustee of the Fund, 33 other investment
companies in the Delaware Investments family and Delaware Capital
Management, Inc.
Chairman, President, Chief Executive Officer and Director of DMH Corp.,
Delaware Distributors, Inc. and Founders Holdings, Inc.
Chairman, President, Chief Executive Officer, Chief Investment Officer
and Director/Trustee of Delaware Management Company, Inc. and
Delaware Management Business Trust
Chairman, President, Chief Executive Officer and Chief Investment
Officer of Delaware Management Company (a series of Delaware
Management Business Trust)
Chairman, Chief Executive Officer and Chief Investment Officer of
Delaware Investment Advisers (a series of Delaware Management
Business Trust)
Chairman, Chief Executive Officer and Director of Delaware
International Advisers Ltd., Delaware International Holdings Ltd.
and Delaware Management Holdings, Inc.
President and Chief Executive Officer of Delvoy, Inc.
Chairman of Delaware Distributors, L.P.
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.

* Jeffrey J. Nick (45)
President, Chief Executive Officer and Director of the Fund and 33
other investment companies in the Delaware Investments family
President and Director of Delaware Management Holdings, Inc.
President, Chief Executive Officer and Director of Lincoln National
Investment Companies, Inc.
President of Lincoln Funds Corporation
Director of Delaware International Advisors Ltd.
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.

Richard G. Unruh, Jr. (58)
Executive Vice President of the Fund, 33 other investment companies in
the Delaware Investments family, Delaware Management Holdings,
Inc., Delaware Management Company (a series of Delaware Management
Business Trust) and Delaware Capital Management, Inc.
President of Delaware Investment Advisers (a series of Delaware
Management Business Trust)
Executive Vice President and Director/Trustee of Delaware Management
Company, Inc. and Delaware Management Business Trust
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.

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

-43-
<PAGE>

(DCR-SAI/PART B)

Paul E. Suckow (50)
Executive Vice President/Chief Investment Officer, Fixed Income of the
Fund, 33 other investment companies in the Delaware Investments
family, Delaware Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business
Trust) and Delaware Management Holdings, Inc.
Executive Vice President and Director of Founders Holdings, Inc.
Executive Vice President of Delaware Capital Management, Inc. and
Delaware Management Business Trust
Director of Founders CBO Corporation
Director of HYPPCO Finance Company Ltd.
Before returning to Delaware Investments 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 Delaware Investments.

David K. Downes (58)
Executive Vice President, Chief Operating Officer, Chief Financial
Officer of the Fund, 33 other investment companies in the Delaware
Investments family, Delaware Management Holdings, Inc., Founders
CBO Corporation, Delaware Capital Management, Inc., Delaware
Management Company (a series of Delaware Management Business
Trust), Delaware Investment Advisers (a series of Delaware
Management Business Trust) and Delaware Distributors, L.P.
Executive Vice President, Chief Financial Officer, Chief Administrative
Officer and Trustee of Delaware Management Business Trust
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
Delvoy, Inc.
President, Chief Executive Officer, Chief Financial Officer and
Director of Delaware Service Company, Inc.
President, Chief Operating Officer, Chief Financial Officer and
Director of Delaware International Holdings Ltd.
Chairman, Chief Executive Officer and Director of Delaware Management
Trust Company and Delaware Investment & Retirement Services, Inc.
Director of Delaware International Advisers Ltd.
Vice President of Lincoln Funds Corporation
During the past five years, Mr. Downes has served in various
executive capacities at different times within the Delaware
organization.

Walter P. Babich (70)
Director and/or Trustee of the Fund and 33 other investment companies
in the Delaware Investments family
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.

John H. Durham (60)
Director and/or Trustee of the Fund and 18 other investment companies
in the Delaware Investments family
Partner, Complete Care Services
120 Gilbraltar Road, Horsham, PA 19044
Mr. Durham served as Chairman of the Board of each fund in the
Delaware Investments family from 1986 to 1991; President of each
fund from 1977 to 1990; and Chief Executive Officer of each fund
from 1984 to 1990. Prior to 1992, with respect to Delaware
Management Holdings, Inc., Delaware Management Company (a series of
Delaware Management Business Trust), Delaware Distributors, Inc.
and Delaware Service Company, Inc., Mr. Durham served as a director
and in various executive capacities at different times.

-44-
<PAGE>

(DCR-SAI/PART B)

Anthony D. Knerr (59)
Director and/or Trustee of the Fund and 33 other investment companies
in the Delaware Investments family
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 (57)
Director and/or Trustee of the Fund and 33 other investment companies
in the Delaware Investments family
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 (77)
Director and/or Trustee of the Fund and 33 other investment companies
in the Delaware Investments family
City Hall, Philadelphia, PA 19107
Philadelphia City Councilman.

Thomas F. Madison (62)
Director and/or Trustee of the Fund and 33 other investment companies
in the Delaware Investments family
200 South Fifth Street, Suite 2100, Minneapolis, Minnesota 55402
President and Chief Executive Officer, MLM Partners, Inc.
Mr. Madison has 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 to 1993, he was President of U.S. WEST
Communications--Markets.

Charles E. Peck (72)
Director and/or Trustee of the Fund and 33 other investment companies
in the Delaware Investments family
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.

-45-
<PAGE>

(DCR-SAI/PART B)

George M. Chamberlain, Jr. (51)
Senior Vice President , Secretary and General Counsel of the Fund, 33
other investment companies in the Delaware Investments family,
Delaware Distributors, L.P., Delaware Management Company (a series
of Delaware Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management Business Trust) and
Delaware Management Holdings, Inc.
Senior Vice President, Secretary, General Counsel and Director/Trustee
of DMH Corp., Delaware Management Company, Inc., Delaware
Distributors, Inc., Delaware Service Company, Inc., Founders
Holdings, Inc., Delaware Investment & Retirement Services, Inc.,
Delaware Capital Management, Inc., Delvoy, Inc. and Delaware
Management Business Trust Executive Vice President, Secretary,
General Counsel and Director of Delaware Management Trust Company
Senior Vice President and Director of Delaware International Holdings
Ltd.
Director of Delaware International Advisers Ltd.
Secretary of Lincoln Funds Corporation
Attorney.
During the past five years, Mr. Chamberlain has served in various
executive capacities at different times within the Delaware
organization.

Joseph H. Hastings (48)
Senior Vice President/Corporate Controller of the Fund, 33 other
investment companies in the Delaware Investments family and
Founders Holdings, Inc.
Senior Vice President/Corporate Controller and Treasurer of Delaware
Management Holdings, Inc., DMH Corp., Delaware Management Company,
Inc., Delaware Management Company (a series of Delaware Management
Business Trust), Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc., Delaware
Capital Management, Inc., Delaware International Holdings Ltd.,
Delvoy, Inc. and Delaware Management Business Trust
Chief Financial Officer/Treasurer of Delaware Investment & Retirement
Services, Inc. Executive Vice President/Chief Financial
Officer/Treasurer of Delaware Management Trust Company Senior Vice
President/Assistant Treasurer of Founders CBO Corporation Treasurer
of Lincoln Funds Corporation
During the past five years, Mr. Hastings has served in various
executive capacities at different times within the Delaware
organization.

Michael P. Bishof (35)
Senior Vice President/Treasurer of the Fund, 33 other investment
companies in the Delaware Investments family and Founders Holdings,
Inc.
Senior Vice President/Investment Accounting of Delaware Management
Company, Inc., Delaware Management Company (a series of Delaware
Management Business Trust) and Delaware Service Company, Inc.
Senior Vice President and Treasurer/Manager of Investment Accounting of
Delaware Distributors, L.P. and Delaware Investment Advisers (a
series of Delaware Management Business Trust) Senior Vice President
and Manager of Investment Accounting of Delaware International
Holdings Ltd.
Assistant Treasurer of Founders CBO Corporation
Before joining Delaware Investments 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.

-46-

<PAGE>

Cynthia I. Isom (44)
Vice President/Portfolio Manager of the Fund, 17 other investment
companies in the Delaware Investments family, Delaware Management
Company, Inc. and Delaware Management Company (a series of Delaware
Management Business Trust)
During the past five years, Ms. Isom has served in various capacities
within the Delaware organization.

The following is a compensation table listing for each director
entitled to receive compensation, the aggregate compensation received from the
Fund and the total compensation received from all funds in the Delaware
Investments family for the fiscal year ended March 31, 1998 and an estimate of
annual benefits to be received upon retirement under the Delaware Investments
Retirement Plan for Directors/Trustees as of March 31, 1998. Only the
independent directors of the Fund receive compensation from the Fund.

<TABLE>
<CAPTION>
Pension or
Retirement
Benefits Total Compensation
Accrued as Estimated from all 34
Part of Annual Investment
Aggregate Limited-Term Benefits Companies in
Compensation Funds, Inc. Upon Delaware
Name from the Fund Expenses Retirement(1) Investments(2)
<S> <C> <C> <C> <C>
W. Thacher Longstreth $2,272 None $38,500 $61,910
Ann R. Leven $2,603 None $38,500 $67,885
Walter P. Babich $2,449 None $38,500 $66,493
Anthony D. Knerr $2,449 None $38,500 $66,493
Charles E. Peck $2,175 None $38,500 $58,765
Thomas F. Madison(3) $1,975 None $38,500 $56,265
John H. Durham(4) N/A None $31,000 N/A

</TABLE>

(1) Under the terms of the Delaware Investments Retirement Plan for
Directors, 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 Investments family 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,
1998, he or she would be entitled to annual payments totaling $38,500,
in the aggregate, from all of the funds in the Delaware Investments
family, based on the number of funds in the Delaware Investments family
as of that date.

(2) Each independent director currently receives a total annual retainer
fee of $38,500 for serving as a director for all funds in Delaware
Investments, plus $3,145 for each Board Meeting attended. Ann R. Leven,
Walter P. Babich, and Anthony D. Knerr serve on the Fund's audit
committee; Ms. Leven is the chairperson. Members of the audit committee
currently receive additional annual compensation of $5,000 from all
funds, with the exception of the chairperson, who receives $6,000.

(3) Thomas F. Madison joined the Board of Directors on April 30, 1997.

(4) John H. Durham joined the Board of Directors on April 16, 1998.

-47-
<PAGE>

EXCHANGE PRIVILEGE

The exchange privileges available for shareholders of the Classes and
the shareholders of other classes of other funds available from the Delaware
Investments family 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.

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 available from the Delaware Investments family 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 available from the Delaware Investments family.
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 available from the Delaware Investments family. 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.

-48-
<PAGE>

As described in the 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.

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 funds in
the Delaware Investments family 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 funds in the Delaware Investments
family: (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 funds in the
Delaware Investments family are available for timed exchanges. Assets redeemed
or exchanged out of Timing Accounts in funds in the Delaware Investments family
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 funds
in the Delaware Investments family:

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.

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Trend Fund seeks long-term growth by investing in common stocks issued
by emerging growth companies exhibiting strong capital appreciation potential.

Small Cap Value Fund seeks capital appreciation by investing primarily
in common stocks whose market values appear low relative to their underlying
value or future potential.

DelCap Fund seeks long-term capital growth by investing in common
stocks and securities convertible into common stocks of companies that have a
demonstrated history of growth and have the potential to support continued
growth.

Decatur Income Fund seeks the highest possible current income by
investing primarily in common stocks that provide the potential for income and
capital appreciation without undue risk to principal. Decatur Total Return Fund
seeks long-term growth by investing primarily in securities that provide the
potential for income and capital appreciation without undue risk to principal.
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. Social Awareness 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.

REIT Fund seeks to achieve maximum long-term total return with capital
appreciation as a secondary objective. It seeks to achieve its objectives by
investing in securities of companies primarily engaged in the real estate
industry.

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.

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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 New Jersey Fund seeks a high level of current interest income
exempt from federal income tax and New Jersey state and local taxes, consistent
with preservation of capital. Tax-Free Ohio Fund seeks a high level of current
interest income exempt from federal income tax and Ohio state and local taxes,
consistent with preservation of capital. Tax-Free Pennsylvania Fund seeks a high
level of current interest income exempt from federal income tax and Pennsylvania
state and local taxes, consistent with the preservation of capital.

Foundation Funds are "fund of funds" which invest in other funds in the
Delaware Investments family (referred to as "Underlying Funds"). Foundation
Funds Income Portfolio seeks a combination of current income and preservation of
capital with capital appreciation by investing in primarily a mix of fixed
income and domestic equity securities, including fixed income and domestic
equity Underlying Funds. Foundation Funds Balanced Portfolio seeks capital
appreciation with current income as a secondary objective by investing primarily
in domestic equity and fixed income securities, including domestic equity and
fixed income Underlying Funds. Foundation Funds Growth Portfolio seeks long term
capital growth by investing primarily in equity securities, including equity
Underlying Funds, and, to a lesser extent, in fixed income securities, including
fixed-income Underlying Funds.

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.

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. Overseas Equity
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.

Delaware Group Premium Fund, Inc. offers 16 funds available exclusively
as funding vehicles for certain insurance company separate accounts. Decatur
Total Return 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 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 seeks the highest level of income consistent with
preservation of capital and liquidity through investments in short-term money
market instruments. DelCap Series seeks long-term capital appreciation by
investing its assets in a diversified portfolio of securities exhibiting the
potential for significant growth. Delaware Series seeks a balance of capital

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<PAGE>

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. Small Cap Value Series seeks
capital appreciation by investing primarily in small- cap common stocks whose
market values appear 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 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 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. Social Awareness 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. REIT Series seeks to achieve maximum long-term total return,
with capital appreciation as a secondary objective, by investing in securities
of companies primarily engaged in the real estate industry.

Delaware-Voyageur US 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.

Delaware-Voyageur Tax-Free Arizona Insured 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. Delaware-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.

Delaware-Voyageur Tax-Free Minnesota Intermediate 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.

Delaware-Voyageur Tax-Free California Insured 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.
Delaware-Voyageur Tax-Free Florida Insured 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.

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<PAGE>

Delaware-Voyageur Tax-Free Florida 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.
Delaware-Voyageur Tax-Free Kansas 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. Delaware-Voyageur Tax-Free Missouri Insured 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.
Delaware-Voyageur Tax-Free New Mexico 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. Delaware-Voyageur Tax-Free
Oregon Insured 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. Delaware-Voyageur Tax-Free Utah Fund seeks to provide a
high level of current income exempt from federal income tax, consistent with the
preservation of capital. Delaware- Voyageur Tax-Free Washington Insured Fund
seeks to provide a high level of current income exempt from federal income tax,
consistent with the preservation of capital.

Delaware-Voyageur Tax-Free Florida Intermediate 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.

Delaware-Voyageur Tax-Free Arizona 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. DelawareVoyageur Tax-Free
California 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. Delaware-Voyageur Tax-Free Iowa 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.
Delaware-Voyageur Tax-Free Idaho 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. Delaware-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. 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. Delaware-Voyageur Tax-Free New York 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. Delaware-Voyageur Tax-Free Wisconsin 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.

Delaware-Voyageur Tax-Free Colorado 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.

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.
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. Tax-Efficient Equity Fund seeks to obtain
for taxable investors a high total return on an after-tax basis. The Fund will
attempt to achieve this objective by seeking to provide a high long-term
after-tax total return through managing its portfolio in a manner that will
defer the realization of accrued capital gains and minimize dividend income.

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<PAGE>

Delaware-Voyageur Tax-Free Minnesota 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. Delaware-Voyageur
Tax-Free North Dakota 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 funds in the Delaware
Investments family, 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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(DCR-SAI/PART B)

GENERAL INFORMATION

The Manager is the investment manager of the Fund. The Manager also
provides investment management services to certain of the other funds available
from the Delaware Investments family. 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 16 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 mutual
funds in the Delaware Investments family available outside the annuity. See
Delaware Group Premium Fund, Inc., above.

Access persons and advisory persons of the funds in the Delaware
Investments family, 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 Investments family.

For the fiscal years ended March 31, 1996, March 31, 1997 and March 31,
1998, the Distributor received CDSC payments in the amount of $14,479, $42,420
and $61,531, respectively, with respect to Class B Shares.

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 years ended March 31, 1997
and March 31, 1998, the Distributor received CDSC payments in the amount of $484
and $1,187, respectively, 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 Investments family. 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

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<PAGE>

the related accounting services. For its services, the Transfer Agent is paid a
fee based on total assets of all funds in the Delaware Investments family 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 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.

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.

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

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.

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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 SEC.

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(DCR-SAI/PART B)

APPENDIX A--DESCRIPTION OF RATINGS

Bonds

Moody's Investors Service, Inc.

Aaa Highest quality; smallest degree of investment risk.
Aa High quality; together with Aaa bods, they compose the high-grade
bond group.

Standard & Poor's Ratings Group

AAA Highest rating; extremely strong capacity to pay principal and
interest.
AA High quality; very strong capacity to pay principal and
interest.

Fitch IBCA, Inc.

AAA Highest quality; exceptionally strong ability to pay principal and
interest.
AA Very high quality; very strong ability to pay principal and
interest.

Commercial Paper

Moody's Investors Service, Inc. Standard & Poor's Ratings Group

P-1 Superior quality A-1+ Extremely strong quality
P-2 Strong quality A-1 Strong quality
A-2 Satisfactory quality

Duff and Phelps, Inc. Fitch IBCA, Inc.

Duff 1-Plus Highest quality F-1+ Exceptionally strong quality.
Duff 1 Very high quality F-1 Very strong quality
Duff 1-Minus High quality F-2 Good credit quality
Duff 2 Good quality.

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(DCR-SAI/PART B)

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 contained in the Fund's Annual Report. The Fund's Statement of Net
Assets, Statement of Operations, Statement of Changes in Net Assets, Financial
Highlights and Notes to Financial Statements, as well as the report of Ernst &
Young LLP, independent auditors, for the fiscal year ended March 31, 1998, are
included in the Fund's Annual Report to shareholders. The financial statements
and financial highlights, 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.

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<PAGE>

(DCR-SAI/PART B)

Delaware Investments includes funds with a wide range of investment
objectives. Stock funds, income funds, national and state-specific tax-exempt
funds, money market funds, global and international funds and closed-end 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 Investments at 800-523-1918.

INVESTMENT MANAGER
Delaware Management Company
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

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

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 29, 1998

DELAWARE
INVESTMENTS
<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 Operations
Statement of Changes in Net Assets
Financial Highlights
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,
1998.

(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) Executed Articles Supplementary (November 28, 1995)
attached as Exhibit.

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

(3) Voting Trust Agreement. Inapplicable.

(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) Executed Articles Supplementary (November 28, 1995)
attached as Exhibit 24(b)(1)(b).

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

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

(6) (a) Distribution Agreement.

(i) Form of Distribution Agreement (April 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.

<PAGE>

PART C - Other Information
(Continued)

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

(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 incorporated into
this filing by reference to Post-Effective Amendment
No. 41 filed May 29, 1997.

(i) Executed Amendment No. 8 (December 18, 1997) to
Delaware Group of Funds Fund Accounting Agreement
attached as Exhibit.

(10) Opinion of Counsel. Attached as Exhibit.

(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.

(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.

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

<PAGE>

PART C - Other Information
(Continued)

(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,
Post-Effective Amendment No. 40 filed May 30, 1996 and
Post-Effective Amendment No. 41 filed May 29, 1997.

(17) Financial Data Schedules. Attached as Exhibit.

(18) Inapplicable.

(19) Other: Directors' Power of Attorney. Attached as Exhibit.

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

Item 26. Number of Holders of Securities.

(1) (2)

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

Delaware Group Cash Reserve, Inc.'s:

Delaware Cash Reserve A Class
Common Stock Par Value 35,214 Accounts as of
$.001 Per Share April 30, 1998

Delaware Cash Reserve B Class
Common Stock Par Value 436 Accounts as of
$.001 Per Share April 30, 1998

Delaware Cash Reserve C Class
Common Stock Par Value 283 Accounts as of
$.001 Per Share April 30, 1998

Delaware Cash Reserve Consultant Class
Common Stock Par Value 2,111 Accounts as of
$.001 Per Share April 30, 1998

<PAGE>

PART C - Other Information
(Continued)

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, a series of Delaware Management Business
Trust, (the "Manager") serves as investment manager to the Registrant and also
serves as investment manager or sub-adviser to certain of the other funds in the
Delaware Investments family (Delaware Group Equity Funds I, Inc., Delaware Group
Equity Funds II, Inc., Delaware Group Equity Funds III, Inc., Delaware Group
Equity Funds IV, Inc., Delaware Group Equity Funds V, Inc., Delaware Group
Government Fund, Inc., Delaware Group Income Funds, Inc., Delaware Group
Limited-Term Government Funds, Inc., Delaware Group Tax-Free Fund, Inc.,
Delaware Group State Tax-Free Income Trust, Delaware Group Tax-Free Money Fund,
Inc., 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., Delaware Group Foundation Funds, Inc., Voyageur
Intermediate Tax-Free Funds, Inc., Voyageur Tax-Free Funds, Inc., Voyageur
Funds, Inc., Voyageur Insured Funds, Inc., Voyageur Investment Trust, Voyageur
Investment Trust II, Voyageur Mutual Funds, Inc., Voyageur Mutual Funds II,
Inc., Voyageur Mutual Funds III, Inc., Voyageur Arizona Municipal Income Fund,
Inc., Voyageur Colorado Insured Municipal Income Fund, Inc., Voyageur Florida
Insured Municipal Income Fund, Voyageur Minnesota Municipal Fund, Inc., Voyageur
Minnesota Municipal Fund II, Inc. and Voyageur Minnesota Municipal Fund III,
Inc.). In addition, certain officers of the Manager also serve as
directors/trustees of the other funds in the Delaware Investments family, and
certain officers are also officers of these other funds. A company indirectly
owned by the Manager's indirect parent company acts as principal underwriter to
the mutual funds in the Delaware Investments family (see Item 29 below) and
another such company acts as the shareholder services, dividend disbursing,
accounting servicing and transfer agent for all of the mutual funds in the
Delaware Investments family.

<PAGE>

PART C - Other Information
(Continued)

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

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

Wayne A. Stork Chairman of the Board, President, Chief Executive
Officer and Chief Investment Officer of Delaware
Management Company (a series of Delaware
Management Business Trust); Chairman of the
Board, President, Chief Executive Officer, Chief
Investment Officer and Director/Trustee of
Delaware Management Company, Inc. and Delaware
Management Business Trust; Chairman of the Board,
President, Chief Executive Officer and Director
of DMH Corp., Delaware Distributors, Inc. and
Founders Holdings, Inc.; Chairman, Chief
Executive Officer and Chief Investment Officer of
Dealware Investment Advisers (a series of
Delaware Management Business Trust); Chairman,
Chief Executive Officer and Director of Delaware
International Holdings Ltd. and Delaware
International Advisers Ltd.; Chairman of the
Board and Director of the Registrant, each of the
other funds in the Delaware Investments family,
Delaware Management Holdings, Inc., and Delaware
Capital Management, Inc.; Chairman of Delaware
Distributors, L.P.; President and Chief Executive
Officer of Delvoy, Inc.; and Director and/or
Trustee of Delaware Service Company, Inc. and
Delaware Investment & Retirement Services, Inc.

Richard G. Unruh, Jr. Executive Vice President of the Registrant, each
of the other funds in the Delaware Investments
family, Delaware Management Holdings, Inc.,
Delaware Capital Management, Inc. and Delaware
Management Company (a series of Delaware
Management Business Trust); Executive Vice
President and Director/Trustee of Delaware
Management Company, Inc. and Delaware Management
Business Trust; President of Delaware Investment
Advisers (a series of Delaware Management
Business Trust); 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., Delaware Management Company (a
series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of
Delaware Management Business Trust), the
Registrant, each of the other funds in the
Delaware Investments family and Delaware
Management Holdings, Inc.; Executive Vice
President and Director of Founders Holdings,
Inc.; Executive Vice President of Delaware
Capital Management, Inc. and Delaware Management
Business Trust; and Director of Founders CBO
Corporation

Director, HYPPCO Finance Company Ltd.

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

<PAGE>

PART C - Other Information
(Continued)

David K. Downes Executive Vice President, Chief Operating Officer
and Chief Financial Officer of the Registrant and
each of the other funds in the Delaware
Investments family, Delaware Management Holdings,
Inc., Founders CBO Corporation, Delaware Capital
Management, Inc., Delaware Management Company (a
series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of
Delaware Management Business Trust) and Delaware
Distributors, L.P.; Executive Vice President,
Chief Operating Officer, Chief Financial Officer
and Director of Delaware Management Company,
Inc., DMH Corp, Delaware Distributors, Inc.,
Founders Holdings, Inc. and Delvoy, Inc.;
Executive Vice President, Chief Financial
Officer, Chief Administrative Officer and Trustee
of Delaware Management Business Trust; President,
Chief Executive Officer, Chief Financial Officer
and Director of Delaware Service Company, Inc.;
President, Chief Operating Officer, Chief
Financial Officer and Director of Delaware
International Holdings Ltd.; Chairman, Chief
Executive Officer and Director of Delaware
Investment & Retirement Services, Inc.; Chairman
and Director of Delaware Management Trust
Company; Director of Delaware International
Advisers Ltd.; and Vice President of Lincoln
Funds Corporation

Chief Executive Officer and Director of Forewarn,
Inc. since 1993, 8 Clayton Place, Newtown Square,
PA

George M. Senior Vice President, Secretary and General
Chamberlain, Jr. Counsel of the Registrant, each of the other
funds in the Delaware Investments family,
Delaware Distributors, L.P., Delaware Management
Company (a series of Delaware Management Business
Trust), Delaware Investment Advisers (a series of
Delaware Management Business Trust) and Delaware
Management Holdings, Inc.; Senior Vice President,
General Counsel, Secretary and Director/Trustee
of Delaware Management Company, Inc., DMH Corp.,
Delaware Distributors, Inc., Delaware Service
Company, Inc., Founders Holdings, Inc., Delaware
Capital Management, Inc., Delaware Investment &
Retirement Services, Inc., Delvoy, Inc. and
Delaware Management Business Trust; Senior Vice
President and Director of Delaware International
Holdings Ltd.; Executive Vice President,
Secretary, General Counsel and Director of
Delaware Management Trust Company; Director of
Delaware International Advisers Ltd.; Secretary
of Lincoln Funds Corporation

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

<PAGE>

PART C - Other Information
(Continued)

Richard J. Flannery Senior Vice President/Corporate and International
Affairs of the Registrant, each of the other
funds in the Delaware Investments family,
Delaware Management Holdings, Inc., DMH Corp.,
Delaware Management Company, Inc., Delaware
Distributors, Inc., Delaware Distributors, L.P.,
Delaware Management Trust Company, Delaware
Capital Management, Inc., Delaware Service
Company, Inc., Delaware Management Company (a
series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of
Delaware Management Business Trust) and Delaware
Investment & Retirement Services, Inc.; Executive
Vice President/Corporate & International Affairs
and Director of Delaware International Holdings
Ltd.; Senior Vice President/Corporate and
International Affairs and Director of Founders
Holdings, Inc. and Delvoy, Inc.; Senior Vice
President of Founders CBO Corporation; 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 Senior Vice President/Investment Accounting of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust) and Delaware Service
Company, Inc.; Senior Vice President and
Treasurer of the Registrant, each of the other
funds in the Delaware Investments family and
Founders Holdings, Inc.; Senior Vice President
and Treasurer/ Manager, Investment Accounting of
Delaware Distributors, L.P. and Delaware
Investment Advisers (a series of Delaware
Management Business Trust); Assistant Treasurer
of Founders CBO Corporation; and Senior Vice
President and Manager of Investment Accounting of
Delaware International Holdings Ltd.

Joseph H. Hastings Senior Vice President/Corporate Controller and
Treasurer of Delaware Management Holdings, Inc.,
DMH Corp., Delaware Management Company, Inc.,
Delaware Distributors, Inc., Delaware Capital
Management, Inc., Delaware Distributors, L.P.,
Delaware Service Company, Inc., Delaware
International Holdings Ltd., Delaware Management
Company (a series of Delaware Management Business
Trust), Delvoy, Inc. and Delaware Management
Business Trust; Senior Vice President/Corporate
Controller of the Registrant, each of the other
funds in the Delaware Investments family and
Founders Holdings, Inc.; Executive Vice
President, Chief Financial Officer and Treasurer
of Delaware Management Trust Company; Chief
Financial Officer and Treasurer of Delaware
Investment & Retirement Services, Inc.; Senior
Vice President/Assistant Treasurer of Founders
CBO Corporation; and Treasurer of Lincoln Funds
Corporation.

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

<PAGE>

PART C - Other Information
(Continued)

Michael T. Taggart Senior Vice President/Facilities Management and
Administrative Services of Delaware Management
Company, Inc. and Delaware Management Company (a
series of Delaware Management Business Trust)

Douglas L. Anderson Senior Vice President/Operations of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust), Delaware Investment and Retirement
Services, Inc. and Delaware Service Company,
Inc.; Senior Vice President/Operations and
Director of Delaware Management Trust Company

James L. Shields Senior Vice President/Chief Information Officer
of Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Service
Company, Inc. and Delaware Investment &
Retirement Services, Inc.

Eric E. Miller Vice President, Assistant Secretary and Deputy
General Counsel of the Registrant and each of the
other funds in the Delaware Investments family,
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust), 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.; Assistant Secretary of
Delaware Management Business Trust; and Vice
President and Assistant Secretary of Delvoy, Inc.

Richelle S. Maestro Vice President and Assistant Secretary of the
Registrant, each of the other funds in the
Delaware Investments family, Delaware Management
Company, Inc., Delaware Management Company (a
series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of
Delaware Management Business Trust), 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., Founders Holdings,
Inc. and Delvoy, Inc.; Vice President and
Secretary of Delaware International Holdings
Ltd.; and Secretary of Founders CBO Corporation

Partner of Tri-R Associates since 1989, 10001
Sandmeyer Lane, Philadelphia, PA

Richard Salus(1) Vice President/Assistant Controller of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust) and Delaware Management Trust Company

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

<PAGE>

PART C - Other Information
(Continued)

Bruce A. Ulmer Vice President/Director of LNC Internal Audit of
the Registrant, each of the other funds in the
Delaware Investments family, Delaware Management
Company, Inc., Delaware Management Company (a
series of Delaware Management Business Trust),
Delaware Management Holdings, Inc., DMH Corp.,
Delaware Management Trust Company and Delaware
Investment & Retirement Services, Inc.; Vice
President/Director of Internal Audit of Delvoy,
Inc.

Joel A. Ettinger(2) Vice President/Director of Taxation of the
Registrant, each of the other funds in the
Delaware Investments family, Delaware Management
Company, Inc., Delaware Management Company (a
series of Delaware Management Business Trust) and
Delaware Management Holdings, Inc.

Christopher Adams Vice President/Strategic Planning of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust) and Delaware Service Company, Inc.

Susan L. Hanson Vice President/Strategic Planning of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust) and Delaware Service Company, Inc.

Dennis J. Mara(3) Vice President/Acquisitions of Delaware
Management Company, Inc. and Delaware Management
Company (a series of Delaware Management Business
Trust)

Scott Metzger Vice President/Business Development of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust) and Delaware Service Company, Inc.

Lisa O. Brinkley Vice President/Compliance of the Registrant,
Delaware Management Company, Inc., each of the
other funds in the Delaware Investments family,
Delaware Management Company (a series of Delaware
Management Business Trust), 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.; Vice
President/Compliance Officer of Delaware
Management Business Trust; and Vice President of
Delvoy, Inc.

Mary Ellen Carrozza Vice President/Client Services of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust), Delaware Investment Advisers (a series of
Delaware Management Business Trust) and the
Registrant

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

<PAGE>

PART C - Other Information
(Continued)

Gerald T. Nichols Vice President/Senior Portfolio Manager of

Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust), the Registrant, 20 other
investment companies in the Delaware Investments
family; 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., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust), the Registrant, 19 other
investment companies in the Delaware Investments
family; Vice President of Founders Holdings,
Inc.; and President and Director of Founders CBO
Corporation

Gary A. Reed Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust), the Registrant, 17 other
investment companies in the Delaware Investments
family and Delaware Capital Management, Inc.

Patrick P. Coyne Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust), the Registrant, 17 other
investment companies in the Delaware Investments
family and Delaware Capital Management, Inc.

Roger A. Early Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust), the Registrant, 17 other
investment companies in the Delaware Investments
family

Mitchell L. Conery(4) Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust), the Registrant, 17 other
investment companies in the Delaware Investments
family and Delaware Capital Management, Inc.

George H. Burwell Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust) and 10 investment
companies in the Delaware Investments family

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

<PAGE>

PART C - Other Information
(Continued)

John B. Fields Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust), 10 investment companies in the
Delaware Investments family, Delaware Capital
Management, Inc. and Trustee of Delaware
Management Business Trust

Gerald S. Frey(5) Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust) and 10 investment companies in
the Delaware Investments family

Christopher Beck(6) Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management
Business Trust) and 10 investment companies in
the Delaware Investments family

Elizabeth H. Howell(7) Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust), seven investment
companies in the Delaware Investments family

Andrew M. McCullagh, Jr.(8) Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust) eight investment
companies in the Delaware Investments family

Babak Zenouzi Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., Delaware
Management Company (a series of Delaware
Management Business Trust) and 13 investment
companies in the Delaware Investments family

Cynthia Isom Vice President/Portfolio Manager of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust), the Registrant and 17 other investment
companies in the Delaware Investments family

Paul Grillo Vice President/Portfolio Manager of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust), Delaware Investment Advisers (a series of
Delaware Management Business Trust), the
Registrant, 19 other investment companies in the
Delaware Investments family

Marshall T. Bassett Vice President/Portfolio Manager of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust), Delaware Investment Advisers (a series of
Delaware Management Business Trust), the
Registrant and each of the other funds in the
Delaware Investments family

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

<PAGE>

PART C - Other Information
(Continued)

John Heffern Vice President/Portfolio Manager of Delaware
Management Company, Inc., Delaware Management
Company (a series of Delaware Management Business
Trust) and each of the other funds in the
Delaware Investments family

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

(1) SENIOR MANAGER, Ernst & Young LLP prior to December 1996.
(2) TAX PRINCIPAL, Ernst & Young LLP prior to April 1998.
(3) CORPORATE CONTROLLER, IIS prior to July 1997.
(4) INVESTMENT OFFICER, Travelers Insurance prior to January 1997.
(5) SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June 1996.
(6) SENIOR PORTFOLIO MANAGER, Pitcairn Trust Company prior to May 1997.
(7) SENIOR PORTFOLIO MANAGER, Voyageur Fund Managers, Inc. prior to May 1997.
(8) SENIOR VICE PRESIDENT, SENIOR PORTFOLIO MANAGER, Voyageur Asset
Management LLC prior to May 1997.

Item 29. Principal Underwriters.

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

(b) Information with respect to each director, officer or
partner of principal underwriter:

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 Investment
Advisers Limited Partner None

Delaware Capital
Management, Inc. Limited Partner None

Wayne A. Stork Chairman Chairman

Bruce D. Barton President and Chief Executive None
Officer

David K. Downes Executive Vice President, Executive Vice President, Chief
Chief Operating Officer Operating Officer and Chief
and Chief Financial Officer Financial Officer
</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
George M. Chamberlain, Jr. Senior Vice President/Secretary/ Senior Vice President/
General Counsel Secretary/General Counsel

Richard J. Flannery Senior Vice President/Corporate Senior Vice President/
and International Affairs Corporate and International Affairs

Joseph H. Hastings Senior Vice President/Corporate Senior Vice President/
Controller & Treasurer Corporate Controller

Terrence P. Cunningham Senior Vice President/Financial None
Institutions

Thomas E. Sawyer Senior Vice President/ None
National Sales Director

Mac McAuliffe Senior Vice President/Sales None
Manager, Western Division

J. Chris Meyer Senior Vice President/ None
Director Product Management

William M. Kimbrough Senior Vice President/Wholesaler None

Daniel J. Brooks Senior Vice President/Wholesaler None

Bradley L. Kolstoe Senior Vice President/Western None
Division Sales Manager

Henry W. Orvin Senior Vice President/Eastern None
Division Sales Manager

Michael P. Bishof Senior Vice President and Treasurer/ Senior Vice
Manager, Investment Accounting President/Treasurer

</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>
Eric E. Miller Vice President/Assistant Secretary/ Vice President/Assistant Secretary/
Deputy General Counsel Deputy General Counsel

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

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

Daniel H. Carlson Vice President/Strategic Marketing None

Diane M. Anderson Vice President/Plan Record Keeping None
and Administration

Anthony J. Scalia Vice President/Defined Contribution None
Sales, SW Territory

Courtney S. West Vice President/Defined Contribution None
Sales, NE Territory

Denise F. Guerriere Vice President/Client Services None

Gordon E. Searles Vice President/Client Services None

Lori M. Burgess Vice President/Client Services None

Julia R. Vander Els Vice President/Participant Services None

Jerome J. Alrutz Vice President/Retail Sales None

Scott Metzger Vice President/Business Development Vice President/Business
Development

Stephen C. Hall Vice President/Institutional Sales None

Gregory J. McMillan Vice President/ National Accounts None

Holly W. Reimel Vice President/Manager, National None
Accounts

Christopher H. Price Vice President/Manager, None
Insurance

</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>
Stephen J. DeAngelis Vice President/Product None
Development

Andrew W. Whitaker Vice President/Financial Institutions None

Jesse Emery Vice President/ Marketing None
Communications

Darryl S. Grayson Vice President, Broker/Dealer None
Internal Sales

Dinah J. Huntoon Vice President/Product None
Manager Equity

Soohee Lee Vice President/Fixed Income None
Product Management

Michael J. Woods Vice President/UIT Product None
Management

Ellen M. Krott Vice President/Marketing None

Dale L. Kurtz Vice President/Marketing Support None

David P. Anderson Vice President/Wholesaler None

Lee D. Beck Vice President/Wholesaler None

Gabriella Bercze Vice President/Wholesaler 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

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Douglas R. Glennon Vice President/Wholesaler None

Ronald A. Haimowitz Vice President/Wholesaler None

Christopher L. Johnston Vice President/Wholesaler None

Michael P. Jordan Vice President/Wholesaler None

Jeffrey A. Keinert Vice President/Wholesaler None

Thomas P. Kennett Vice President/ Wholesaler None

Debbie A. Marler Vice President/Wholesaler None

Nathan W. Medin Vice President/Wholesaler None

Roger J. Miller Vice President/Wholesaler None

Patrick L. Murphy Vice President/Wholesaler None

Stephen C. Nell Vice President/Wholesaler None

Julia A. Nye Vice President/Wholesaler None

Joseph T. Owczarek Vice President/Wholesaler None

Mary Ellen Pernice-Fadden Vice President/Wholesaler None

Mark A. Pletts Vice President/Wholesaler None

Philip G. Rickards Vice President/Wholesaler None

Laura E. Roman Vice President/Wholesaler None

Linda Schulz Vice President/Wholesaler None

Edward B. Sheridan Vice President/Wholesaler None

Robert E. Stansbury Vice President/Wholesaler None

Julia A. Stanton Vice President/Wholesaler None

Larry D. Stone Vice President/Wholesaler None

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Edward J. Wagner Vice President/Wholesaler None

Wayne W. Wagner Vice President/Wholesaler None

John A. Wells Vice President/Marketing Technology None

Scott Whitehouse Vice President/Wholesaler None
</TABLE>

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

Item 30. Location of Accounts and Records.

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

Item 31. Management Services. None.

Item 32. Undertakings.

(a) Not Applicable.

(b) Not Applicable.

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

(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 27th day of May, 1998.

DELAWARE GROUP CASH RESERVE, INC.

By /s/ Wayne A. Stork
------------------
Wayne A. Stork
Chairman

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

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

<S> <C> <C>
/s/ Wayne A. Stork Chairman of the Board and Director May 27, 1998
- --------------------------
Wayne A. Stork

/s/ David K. Downes Executive Vice President/Chief Operating
- -------------------------- Officer/Chief Financial Officer
David K. Downes (Principal Financial Officer and Principal
Accounting Officer) May 27, 1998

/s/ Walter P. Babich * Director May 27, 1998
- --------------------------
Walter P. Babich

/s/ John H. Durham * Director May 27, 1998
- --------------------------
John H. Durham

/s/ Anthony D. Knerr * Director May 27, 1998
- --------------------------
Anthony D. Knerr

/s/ Ann R. Leven * Director May 27, 1998
- --------------------------
Ann R. Leven

/s/ W. Thacher Longstreth* Director May 27, 1998
- --------------------------
W. Thacher Longstreth

/s/ Thomas F. Madison * Director May 27, 1998
- --------------------------
Thomas F. Madison

/s/ Jeffrey J. Nick * Director May 27, 1998
- --------------------------
Jeffrey J. Nick

/s/ Charles E. Peck * Director May 27, 1998
- --------------------------
Charles E. Peck

</TABLE>

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

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Exhibit
- ----------- -------
EX-99.B1B Executed Articles Supplementary

EX-99.B9BI Executed Amendment No. 8 (December 18, 1997) to
Schedule A to Delaware Group of Funds Fund
Accounting Agreement

EX-99.B10 Opinion of Counsel

EX-99.B11 Consent of Auditors

EX-99.B19 Power of Attorney

EX-27 Financial Data Schedules

<PAGE>

DELAWARE GROUP CASH RESERVE, INC.

ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION

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

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

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

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

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

<PAGE>

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

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

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

<PAGE>

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

IN WITNESS WHEREOF, Delaware Group Cash Reserve, Inc. has caused these
Articles Supplementary to be signed in its name and on its behalf this 14th day
of November, 1995.

DELAWARE GROUP CASH RESERVE, INC.

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

ATTEST:

/s/ Richelle Maestro
- --------------------
Assistant Secretary

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

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

<PAGE>

EX-99.B9BI
Exhibit 24(b)(9)(b)(i)

AMENDMENT NO. 8
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly 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 III, Inc. (formerly Trend)
Trend Fund

Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund

Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement 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>

Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)

Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )

Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)

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 Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio (deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly 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
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)

<PAGE>

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

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 State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)

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)

<PAGE>

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)

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)

<PAGE>

Dated as of December 18, 1997

DELAWARE SERVICE COMPANY, INC.

/s/David K. Downes
By:_____________________________________________________________________
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 III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
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 STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY 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.

/s/ Wayne A. Stork
By:_____________________________________________________________________
Wayne A. Stork
Chairman

<PAGE>

Law Offices

Stradley, Ronon, Stevens & Young, LLP

2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000

Direct Dial: (215) 564-8115

May 28, 1998

Delaware Group Cash Reserve, Inc.
1818 Market Street
Philadelphia, PA 19103

Re: Legal Opinion-Securities Act of 1933
------------------------------------

Ladies and Gentlemen:

We have examined the Articles of Incorporation, as amended and supplemented
(the "Articles") of Delaware Group Cash Reserve, Inc. (the "Fund"), a series
corporation organized under Maryland law, the By-Laws of the Fund, and its
proposed form of Share Certificates (if any), all as amended to date, and the
various pertinent corporate proceedings we deem material. We have also examined
the Notification of Registration and the Registration Statements filed under the
Investment Company Act of 1940 (the "Investment Company Act") and the Securities
Act of 1933 (the "Securities Act"), all as amended to date, as well as other
items we deem material to this opinion.

The Fund is authorized by the Articles to issue ten billion (10,000,000,000)
shares of common stock at a par value of $.001 and currently issues four classes
of shares of a single series designated the Cash Reserve Series. The Articles
also empower the Board to designate any additional series or classes and
allocate shares to such series or classes.

The Fund has filed with the U.S. Securities and Exchange Commission, a
registration statement under the Securities Act, which registration statement is
deemed to register an indefinite number of shares of the Fund pursuant to the
provisions of Section 24(f) of the Investment Company Act. You have further
advised us that the Fund has filed, and each year hereafter will timely file, a
Notice pursuant to Rule 24f-2 under the Investment Company Act perfecting the
registration of the shares sold by the Fund during each fiscal year during which
such registration of an indefinite number of shares remains in effect.

You have also informed us that the shares of the Fund have been, and will
continue to be, sold in accordance with the Fund's usual method of distributing
its registered shares, under which prospectuses are made available for delivery
to offerees and purchasers of such shares in accordance with Section 5(b) of the
Securities Act.
<PAGE>

Based upon the foregoing information and examination, so long as the Fund
remains a valid and subsisting entity under the laws of its state of
organization, and the registration of an indefinite number of shares of the Fund
remains effective, the authorized shares of the Fund when issued for the
consideration set by the Board of Directors pursuant to the Articles, and
subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid,
and non-assessable shares, and the holders of such shares will have all the
rights provided for with respect to such holding by the Articles and the laws of
the State of Maryland.

We hereby consent to the use of this opinion, in lieu of any other, as an
exhibit to the Registration Statement of the Fund, along with any amendments
thereto, covering the registration of the shares of the Fund under the
Securities Act and the applications, registration statements or notice filings,
and amendments thereto, filed in accordance with the securities laws of the
several states in which shares of the Fund are offered, and we further consent
to reference in the registration statement of the Fund to the fact that this
opinion concerning the legality of the issue has been rendered by us.

Very truly yours,

STRADLEY, RONON, STEVENS & YOUNG, LLP

BY: /s/ Bruce G. Leto
-----------------
Bruce G. Leto

<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. 42 to the Registration Statement (Form N-1A) (No.
2-60770) of Delaware Group Cash Reserve, Inc. of our report dated April 29,
1998, included in the 1998 Annual Report to shareholders.

/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP

Philadelphia, Pennsylvania
May 27, 1998

<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. (the "Fund") as of March 31, 1998, 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, 1998, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Delaware Group Cash Reserve, Inc. at March 31, 1998, 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 its financial highlights for each of
the periods indicated therein, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP

Philadelphia, Pennsylvania
April 29, 1998

<PAGE>

EX-99.B19
Exhibit 24 (b)(19)

POWER OF ATTORNEY

Each of 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 on behalf of each of the Funds listed on Exhibit
A, Wayne A. Stork, Jeffrey J. Nick and Walter P. Babich and any one of them
acting singly, his true and lawful attorneys-in-fact, in his name, place, and
stead, to execute and cause to be filed with the Securities and Exchange
Commission and other federal or state government agency or body, such
registration statements, and any and all amendments thereto as either of such
designees may deem to be appropriate under the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and all other
applicable federal and state securities laws.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 18th day of December, 1997.

/s/ Walter P. Babich /s/ Thomas F. Madison
- -------------------------- --------------------------
Walter P. Babich Thomas F. Madison

/s/ Anthony D. Knerr /s/ Jeffrey J. Nick
- -------------------------- --------------------------
Anthony D. Knerr Jeffrey J. Nick

/s/ Ann R. Leven /s/ Charles E. Peck
- -------------------------- --------------------------
Ann R. Leven Charles E. Peck

/s/ W. Thacher Longstreth /s/ Wayne A. Stork
- -------------------------- --------------------------
W. Thacher Longstreth Wayne A. Stork

<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 III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, 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.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP FOUNDATION FUNDS
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

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 on behalf of each of the Funds listed on Exhibit A,
Wayne A. Stork, Jeffrey J. Nick and Walter P. Babich and any one of them acting
singly, his true and lawful attorneys-in-fact, in his name, place, and stead, to
execute and cause to be filed with the Securities and Exchange Commission and
other federal or state government agency or body, such registration statements,
and any and all amendments thereto as either of such designees may deem to be
appropriate under the Securities Act of 1933, as amended, the Investment Company
Act of 1940, as amended, and all other applicable federal and state securities
laws.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 16th day of April, 1998.

/s/ John H. Durham
- --------------------------------
John H. Durham

<PAGE>

POWER OF ATTORNEY

EXHIBIT A
DELAWARE GROUP FUNDS

<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.
<SERIES>
<NUMBER> 01
<NAME> DELAWARE CASH RESERVE A CLASS

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 607,112,610
<INVESTMENTS-AT-VALUE> 607,112,610
<RECEIVABLES> 4,670,575
<ASSETS-OTHER> 111,264
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 611,894,449
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 37,156,574
<TOTAL-LIABILITIES> 37,156,574
<SENIOR-EQUITY> 574,738
<PAID-IN-CAPITAL-COMMON> 574,163,137
<SHARES-COMMON-STOCK> 524,477,076
<SHARES-COMMON-PRIOR> 594,432,344
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 524,477,075
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 33,393,903
<OTHER-INCOME> 0
<EXPENSES-NET> 5,415,262
<NET-INVESTMENT-INCOME> 27,978,641
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 27,978,641
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 26,242,787
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,429,116,792
<NUMBER-OF-SHARES-REDEEMED> 3,523,084,265
<SHARES-REINVESTED> 23,567,546
<NET-CHANGE-IN-ASSETS> (59,393,638)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,904,636
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,415,262
<AVERAGE-NET-ASSETS> 546,511,013
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.048
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.048
<PER-SHARE-DISTRIBUTIONS> 0.000
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</TABLE>

<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.
<SERIES>
<NUMBER> 02
<NAME> DELAWARE CASH RESERVE B CLASS

<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.
<SERIES>
<NUMBER> 03
<NAME> DELAWARE CASH RESERVE C CLASS

<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000230173
<NAME> DELAWARE GROUP CASH RESERVE, INC.
<SERIES>
<NUMBER> 04
<NAME> DELAWARE CASH RESERVE CONSULTANT CLASS

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</TABLE>