DELAWARE GROUP DECATUR FUND INC
497, 1997-05-23
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                              May 23, 1997
                                    
                        Delaware Group of Funds
                                    
            Supplement to Prospectuses Dated as Noted Below
                                    
                               Trend Fund
                        A Class/B Class/C Class
                           (August 29, 1996)
                                    
                            Enterprise Fund
                            U.S. Growth Fund
                           World Growth Fund
                            New Pacific Fund
                           Federal Bond Fund
                         Corporate Income Fund
                        A Class/B Class/C Class
                          (February 28, 1997)
                                    
                              DelCap Fund
                        A Class/B Class/C Class
                          (November 29, 1996)
                                    
                               Value Fund
                        A Class/B Class/C Class
                           (January 29, 1997)
                                    
                             Delaware Fund
                               Devon Fund
                          (December 30, 1997)
                                    
                       International Equity Fund
                            Global Bond Fund
                           Global Assets Fund
                         Emerging Markets Fund
                        A Class/B Class/C Class
                            (March 21, 1997)
                                    
                          Decatur Income Fund                                   
                        Decatur Total Return Fund
                        A Class/B Class/C Class
                          (February 24, 1997) 
                                    
                             Blue Chip Fund
                              Quantum Fund
                         A Class/B Class/C Class
                          (February 24, 1997) 
                                    
                            Delchester Fund
                        A Class/B Class/C Class
                          (September 30, 1996)
                                    
                         Strategic Income Fund
                        A Class/B Class/C Class
                         (September 30, 1996 as
                         revised October 4, 1996) 
                                    
                          U.S. Government Fund
                        A Class/B Class/C Class
                          (September 30, 1996)
                                    
                      Limited-Term Government Fund
                        A Class/B Class/C Class
                          (February 28, 1997)
                                    
 The following replaces information on page 1 of the Prospectus:
 
     Representatives of Financial Institutions:
     Nationwide 800-659-2265
 
     The following supplements the section of the Prospectus
 for each of the above listed funds (except Quantum Fund)
 entitled Buying Class A Shares at Net Asset Value under Classes
 of Shares:
 
     Purchases of Class A Shares at net asset value may
     also be made by the following:  financial institutions
     investing for the account of their trust customers when
     they are not eligible to purchase shares of the
     institutional class of the fund; and any group
     retirement plan (excluding defined benefit pension
     plans), or such plans of the same employer, for which
     plan participant records are maintained on the Delaware
     Investment & Retirement Services, Inc. ("DIRSI")
     proprietary record keeping system that (i) has in
     excess of $500,000 of plan assets invested in Class A
     Shares of Delaware Group funds and in any stable value
     product available through the Delaware Group, or (ii)
     is sponsored by an employer that has at any point after
     May 1, 1997 more than 100 employees while such plan has
     held Class A Shares of a Delaware Group fund and such
     employer has properly represented to DIRSI in writing
     that it has the requisite number of employees and has
     received written confirmation back from DIRSI.
     
          The following supplements the section of the Prospectus for
Quantum Fund entitled Buying Class A Shares at Net Asset Value
under Classes of Shares:

          Purchases of Class A Shares at net asset value may
     also be made by the following:  financial institutions
     investing for the account of their trust customers when
     they are not eligible to purchase shares of the
     institutional class of the fund; and any group
     retirement plan (excluding defined benefit pension
     plans), or such plans of the same employer, that (i)
     has in excess of $500,000 of plan assets invested in
     Class A Shares of Delaware Group funds and in any
     stable value product available through the Delaware
     Group, or (ii) is sponsored by an employer that has at
     any point after May 1, 1997 more than 100 employees
     while such plan has held Class A Shares of a Delaware
     Group fund and such employer has properly represented
     to DIRSI in writing that it has the requisite number of
     employees and has received written confirmation back
     from DIRSI. 
     
          The following supplements the section of the Prospectus for 
Trend Fund, DelCap Fund, International Equity Fund, Decatur Total
Return Fund, Delchester Fund and Limited-Term Government Fund
entitled Buying Class A Shares at Net Asset Value under Classes
of Shares:

          Purchases of Class A Shares at net asset value
     may also be made by bank sponsored retirement plans
     that are no longer eligible to purchase Institutional
     Class Shares as a result of a change in the
     distribution arrangements.
          
               The following supplements the section of the Prospectus
 for each Fund entitled Buying Class A Shares at Net Asset Value
 under Classes of Shares:
 
               Investors in Delaware-Voyageur Unit Investment
     Trusts may reinvest monthly dividend checks and/or
     repayment of invested capital into Class A Shares of
     any of the funds in the Delaware Group at net asset
     value.
     
               The following replaces the first paragraph in the section of
the Prospectus entitled Retirement Planning:

          An investment in the Fund may be suitable for tax-
     deferred retirement plans.  Among the retirement plans
     noted below, Class B Shares are available for
     investment only by Individual Retirement Accounts,
     Simplified Employee Pension Plans, Salary Reduction
     Simplified Employee Pension Plans, 457 Deferred
     Compensation Plans and 403(b)(7) Deferred Compensation
     Plans.
     
               The following replaces the section of the Prospectus
entitled Salary Reduction Simplified Employee Pension Plan
("SAR/SEP") under Retirement Planning:

          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.
     
          The following supplements the section of the Prospectus under
Retirement Planning:

     SIMPLE IRA
          A SIMPLE IRA combines many of the features of an
     Individual Retirement Account (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.  Class B
     Shares are not available for purchase by such plans.
     
          The Limited CDSC is applicable to any redemptions of
     net asset value purchases made on behalf of any group
     retirement plan on which a dealer's commission has been
     paid if such redemption is made pursuant to a
     withdrawal of the entire plan from Delaware Group
     funds. 
          
          The following is included after the second sentence in the
section of the Prospectus entitled Combined Purchases Privilege
under Classes of Shares:

          Assets held in any stable value product available
     through the Delaware Group may be combined with other
     Delaware Group fund holdings.
          
          The following replaces the first and second sentence in the
section of the Prospectus entitled Group Investment Plans under
Classes of Shares:

          Group Investment Plans (e.g., SEP/IRA, SAR/SEP, SIMPLE
     IRA, SIMPLE 401(k), Profit Sharing, Money Purchase
     Pension, 401(k) Defined Contribution Plans, and
     403(b)(7) and 457 Deferred Compensation Plans) may
     benefit from the reduced front-end sales charges
     available on Class A Shares based on total plan assets.
     
          The following replaces the last paragraph of the discussion of
Automatic Investing Plan and Wealth Builder Option in the section
of the Prospectus entitled Additional Methods of Adding to Your
Investment under How to Buy Shares:

          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.
     
          The following supplements the discussion of Dividend Reinvestment
Plan in the section of the Prospectus entitled Additional Methods
of Adding to Your Investment under How to Buy Shares:

          Capital gains and/or dividend distributions for
     participants in the following retirement plans are
     automatically reinvested into the same Delaware Group
     fund: SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k),
     Profit Sharing and Money Purchase Pension Plans, 401(k)
     Defined Contribution Plans, or 403(b)(7) or 457
     Deferred Compensation Plans.
     
          The following replaces the last sentence in the first paragraph
of the discussion of Retirement Plans in the section of the
Prospectus entitled Systematic Withdrawal Plans under Redemption
and Exchange:

          The MoneyLine service described above is not available
     for certain retirement plans.
     
          The following replaces item (iv) in the first paragraph in the
section of the Prospectus entitled Waiver of Limited Contingent
Deferred Sales Charge - Class A Shares under Redemption and
Exchange:

          (iv) periodic distributions from an IRA, SIMPLE IRA, or
     403(b)(7) or 457 Deferred Compensation Plan due to
     death, disability, or attainment of age 59 1/2, and IRA
     distributions qualifying under Section 72(t) of the
     Internal Revenue Code; 
     
          The following replaces items (ii) and (iii) in the first
paragraph in the section of the Prospectus entitled Waiver of
Contingent Deferred Sales Charge - Class B and Class C Shares 
under Redemption and Exchange:

          (ii) returns of excess contributions to an IRA, SIMPLE
     IRA, SEP/IRA or 403(b)(7) or 457 Deferred Compensation
     Plans, (iii) periodic distributions from an IRA, SIMPLE
     IRA, SAR/SEP, SEP/IRA, 403(b)(7) or 457 Deferred
     Compensation Plan, and IRA distributions qualifying
     under Section 72(t) of the Internal Revenue Code;
     
          The following replaces items (ii), (iii) and (vi) in the second
paragraph in the section of the Prospectus entitled Waiver of
Contingent Deferred Sales Charge - Class B and Class C Shares 
under Redemption and Exchange:

          (ii) returns of excess contributions to an IRA, SIMPLE
     IRA, 403(b)(7) or 457 Deferred Compensation Plan,
     Profit Sharing Plan, Money Purchase Pension Plan, or
     401(k) Defined Contribution Plan; (iii) periodic
     distributions from a 403(b)(7) or 457 Deferred
     Compensation Plan upon attainment of age 59 1/2, Profit
     Sharing Plan, Money Purchase Pension Plan, 401(k)
     Defined Contribution Plans upon attainment of age 70
     1/2, and IRA distributions qualifying under Section
     72(t) of the Internal Revenue Code; . . . (vi) periodic
     distributions from an IRA or SIMPLE IRA on or after
     attainment of age 59;
     
     
     
     
     
     
     
     
     
     
                             May 23, 1997
 
                        U.S. Government Money Fund
                         A Class/Consultant Class
 
                  Supplement to Prospectus dated February 28, 1997
                                  
 The following supplements information on page 1 of the
 Prospectus:
 
     Representatives of Financial Institutions:
     Nationwide 800-659-2265
 
 
     The following replaces the section of the Prospectus entitled
 Salary Reduction Simplified Employee Pension Plan ("SAR/SEP") under
 Retirement Planning:
 
     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.
     
          The following supplements the section of the Prospectus under
Retirement Planning:

     SIMPLE IRA
          A SIMPLE IRA combines many of the features of an
     Individual Retirement Account (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.  Class B
     Shares are not available for purchase by such plans.
     
          The following replaces the last paragraph of the discussion of
Automatic Investing Plan and Wealth Builder Option in the section of
the Prospectus entitled Additional Methods of Adding to Your Investment
under Buying Shares:

          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.
     
          The following supplements the discussion of Dividend Reinvestment
Plan in the section of the Prospectus entitled Additional Methods of
Adding to Your Investment under Buying Shares:

          Distributions and/or dividends for participants in the
     following retirement plans are automatically reinvested
     into the same Delaware Group fund: SAR/SEP, SEP/IRA,
     SIMPLE IRA, SIMPLE 401(k), Profit Sharing and Money
     Purchase Pension Plans, 401(k) Defined Contribution
     Plans, or 403(b)(7) or 457 Deferred Compensation Plans.
     
          The following replaces the last sentence in the first paragraph
of the discussion of Retirement Plans in the section of the
Prospectus entitled Systematic Withdrawal Plans under Redemption and
Exchange:

          The MoneyLine service described above is not available
     for certain retirement plans.
     
     









                                  May 23, 1997
 
                                 Tax-Free USA Fund
                        Tax-Free USA Intermediate Fund
                               Tax-Free Insured Fund
                                A Class/B Class/C Class
 
                Supplement to Prospectus dated October 30, 1996
                                  
 The following replaces information on page 1:
 
     Representatives of Financial Institutions:
     Nationwide 800-659-2265
 
     The following replaces information under Summary of Expenses for
 Tax-Free USA Intermediate Fund:
 
                                             Tax-Free
 Annual Operating Expenses            USA Intermediate Fund
 (as a percentage of              Class A   Class B   Class C
 average daily net assets)         Shares    Shares    Shares
 
 Management Fees 
    (after voluntary 
     waivers) . . . . . . . .      0.00%*    0.00%**   0.00%**
 
 12b-1 Plan Expenses 
    (including 
     service fees). . . . . .      0.15%+    1.00%+    1.00%+
 
 Other Operating Expenses 
    (after expense 
     limitations) . . . . .        0.35%*    0.35%*    0.35%**
                                   -------   -------   ------
    Total Operating Expenses
       (after voluntary 
       waivers and 
       expense 
       limitations) . . . . .      0.50%*    1.35%*    1.35%**
                                   ====      ====      ====
 
 *   Beginning January 1, 1997, the Manager has elected
      voluntarily to waive that portion, if any, of the annual
      management fees payable by the Fund and to pay certain of
      the Fund's expenses to the extent necessary to ensure that
      the Total Operating Expenses of the Fund do not exceed
      0.35% (excluding the 12b-1 plan expenses).  This waiver
      and expense limitation will extend through June 30, 1997. 
      From the commencement of the Fund's operations through
      June 30, 1993, the Manager voluntarily waived that
      portion, if any, of the annual management fees payable by
      the Fund and reimbursed the Fund's expenses to the extent
      necessary to ensure that the Total Operating Expenses of
      the Fund, including the 12b-1 expenses, did not exceed
      0.25%.  This waiver and expense limitation was extended to
      June 30, 1994, but modified, effective May 2, 1994 through
      December 31, 1996, to provide that annual operating
      expenses would not exceed 0.10% (excluding 12b-1 fees). 
      Because 12b-1 Plan fees have been set at 0.15% by Delaware
      Group Tax-Free Fund, Inc.'s Board of Directors for the
      Tax-Free USA Intermediate Fund A Class, the amount of the
      voluntary waiver with respect to such Class, as modified,
      was equivalent to the waiver operative through May 1,
      1994.  If the voluntary expense waivers were not in
      effect, the Total Operating Expenses of Tax-Free USA
      Intermediate Fund A Class and Tax-Free USA Intermediate
      Fund B Class, as a percentage of average daily net assets,
      would have been 0.95% and 1.80%, respectively, reflecting
      Management Fees of 0.47% for the fiscal year ended August
      31, 1996.
 
 **  Other Operating Expenses for Tax-Free USA Intermediate
      Fund C Class are based upon the actual expenses incurred
      by Class A Shares and Class B Shares for the fiscal year
      ended August 31, 1996 and the voluntary waiver of fees by
      the Manager.  If the voluntary expense waivers described
      in the previous note were not in effect, it is estimated
      that Total Operating Expenses of Tax-Free USA Intermediate
      Fund C Class would be 1.80%, reflecting Management Fees of
      0.47%.
 
 +   Class A Shares, Class B Shares and Class C Shares are
      subject to separate 12b-1 Plans.  Long-term shareholders
      of the Classes 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. 
      See Distribution (12b-1) and Service under Management of the
      Funds in the Prospectus.
 
     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, (2) redemption and no
 redemption at the end of each time period and (3) for Class B
 Shares and Class C Shares, payment of a CDSC at the time of
 redemption, if applicable.  The following example assumes the
 voluntary waiver of the management fee by the Manager as
 discussed above.
 
 
 
 
 
 
 Tax-Free USA Intermediate Fund 
 
 <TABLE>
 <CAPTION>
              Assuming Redemption           Assuming No Redemption
 
 <S>   <C>     <C>      <C>      <C>       <C>      <C>      <C>       <C>
 
        1 year  3 years  5 years  10 years  1 year  3 years   5 years   10 years
 Class A
 Shares  $35(1) $46      $57     $91        $35     $46      $57        $91
 
 Class B
 Shares  $34    $53      $74(2)  $107(2)    $14     $43      $74(2)    $107(2)
 
 Class C
 Shares  $24    $43      $74     $162       $14     $43      $74       $162
 
 </TABLE>
      
 
 (1)  Generally, the Fund does not assess a redemption charge
 upon redemption of Class A Shares.  Under certain
 circumstances, however, a Limited CDSC, which has not been
 reflected in this calculation, may be imposed on certain
 redemptions within 12 months of purchase.  See Contingent
 Deferred Sales Charge for Certain Purchases of Class A Shares Made at
 Net Asset Value under Redemption and Exchange in the Prospectus.
 
 (2)  At the end of approximately five years after purchase,
 Tax-Free USA Intermediate Fund B Class shares will be
 automatically converted into Tax-Free USA Intermediate Fund A
 Class shares.  The example above assumes conversion of Class B
 Shares at the end of the fifth year.  However, the conversion
 may occur as late as three months after the fifth anniversary
 of purchase, during which time the higher 12b-1 Plan fees
 payable by Class B Shares will continue to be assessed. 
 Information for the sixth through tenth years reflects expenses
 of the Class A Shares.  See Automatic Conversion of Class B Shares
 under Classes of Shares in the Prospectus for a description of the
 automatic conversion feature.
 
      The purpose of the above tables is to assist the investor in
 understanding the various costs and expenses that an investor
 in any of the Classes will bear directly or indirectly.
 
 
 
      The following supplements the section of the Prospectus
 entitled Buying Class A Shares at Net Asset Value under Classes of
 Shares:
 
      Investors in Delaware-Voyageur Unit Investment Trusts may
 reinvest monthly dividend checks and/or repayment of invested
 capital into Class A Shares of any of the funds in the Delaware
 Group at net asset value.
 
      The following revises the portfolio manager information under
 Management of the Funds:
 
      Patrick P. Coyne and Mitchell L. Conery, each a Vice
 President/Senior Portfolio Manager of Delaware Group Tax-Free
 Fund, Inc., have primary responsibility for making day-to-day
 investment decisions for each Fund.  Mr. Coyne has been manager
 of Tax-Free USA Fund and Tax-Free Insured Fund since July 1,
 1994 and manager of Tax-Free USA Intermediate Fund since its
 inception in 1993.  A graduate of Harvard University with an
 MBA from the University of Pennsylvania s Wharton School, Mr.
 Coyne joined the Delaware Group s fixed-income department in
 1990.  Prior to joining the Delaware Group, he was a manager of
 Kidder, Peabody & Co. Inc. s trading desk, and specialized in
 trading high grade municipal bonds and municipal futures
 contracts.  Mr. Coyne is a member of the Municipal Bond Club of
 Philadelphia.  Mr. Conery joined the Delaware Group in January
 1997 at which time he became co-manager of the Tax-Free USA
 Fund, Tax-Free Insured Fund and Tax-Free USA Intermediate Fund. 
 Mr. Conery holds a bachelor s degree from Boston University and
 an MBA in Finance from the State University of New York at
 Albany.  He has served as an investment officer with Travelers
 Insurance and as a research analyst with CS First Boston and
 MBIA Corporation. 
 
      In making investment decisions for the Funds, Mr. Coyne and Mr.
 Conery regularly consult with Paul E. Suckow and other members
 of Delaware's fixed-income department.  Mr. Suckow is Executive
 Vice President/Chief Investment Officer, Fixed Income of
 Delaware Group Tax-Free Fund, Inc.  He is a CFA charterholder
 and a graduate of Bradley University with an MBA from Western
 Illinois University.  Mr. Suckow was a fixed-income portfolio
 manager at the Delaware Group from 1981 to 1985.  He returned
 to the Delaware Group in 1993 after eight years with
 Oppenheimer Management Corporation where he served as Executive
 Vice President and Director of Fixed Income. 
 
 
 
 
 
 
 
 
 
 
 
                             May 23, 1997
                                   
                          Tax-Free Money Fund
                       A Class/Consultant Class
                                   
             Supplement to Prospectus dated June 28, 1996
                                    
 The following replaces information on page 1:
 
      Representatives of Financial Institutions:
      Nationwide 800-659-2265
 
 
 The following supplements information in the section entitled
 Delaware Group Asset Planner under Buying Shares:
 
      Effective November 1, 1996, the annual $35 Asset
     Planner fee is waived until further notice.
     
           
     
     
     
     
     
     
     
     
     
                                      May 23, 1997
 
                                Delaware Group of Funds
 
                    Supplement to Prospectuses Dated as Noted Below
 
                                      Trend Fund
                                  Institutional Class
                                  (August 29, 1996)
 
                                 Delchester Fund
                                 Institutional Class
                                 (September 30, 1996)
 
                                 Strategic Income Fund
                                 Institutional Class
                                (September 30, 1996)
 
                                 U.S.Government Fund
                                 Institutional Class
                                (September 30, 1996)
 
         The following replaces the categories of eligible purchasers of
 Institutional Class shares in the section of the Prospectus
 entitled Classes of Shares:
 
      Shares of the Class are available for purchase only by: 
     (a) retirement plans introduced by persons not
     associated with brokers or dealers that are primarily
     engaged in the retail securities business and rollover
     individual retirement accounts from such plans; (b)
     tax-exempt employee benefit plans of the Manager, or
     its affiliates and securities dealer firms with a
     selling agreement with the Distributor; (c)
     institutional advisory accounts of the Manager, or its
     affiliates and those having client relationships with
     Delaware Investment Advisers, a division of the
     Manager, or its affiliates and their corporate
     sponsors, as well as subsidiaries and related employee
     benefit plans and rollover individual retirement
     accounts from such institutional advisory accounts; (d)
     a bank, trust company and similar financial institution
     investing for its own account or for the account of its
     trust customers for whom such financial institution is
     exercising investment discretion in purchasing shares
     of the Class, except where the investment is part of a
     program that requires payment to the financial
     institution of a Rule 12b-1 Plan fee; and (e)
     registered investment advisers investing on behalf of
     clients that consist solely of institutions and high
     net-worth individuals having at least $1,000,000
     entrusted to the adviser for investment purposes, but
     only if the adviser is not affiliated or associated
     with a broker or dealer and derives compensation for
     its services exclusively from its clients for such
     advisory services. 
     


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