DELAWARE GROUP EQUITY FUNDS II INC
N-30D, 1999-01-29
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<PAGE>

December 18, 1998

Dear Shareholder:

We are pleased to present the 1998 annual report for the newest additions to
Delaware Investments' fleet of mutual funds - Global Opportunities Fund,
International Small Cap Fund, Retirement Income Fund and Diversified Value Fund.

     The smooth sailing enjoyed by equities during the first half of the 1998
fiscal year turned rough when the Russian government defaulted on its debt last
summer. This generated waves that unsettled financial markets the world over.

     A responsive Federal Reserve Board - concerned about a possible slowdown of
U.S. economic growth - reduced the Federal Funds rate last autumn. Several
European central banks followed suit, and many stocks weathered the storm and
generally rallied by fiscal year-end.

     Global Opportunities Fund, in particular, benefited from the economic
growth potential spurred by lower interest rates and provided a total return of
+12.07%* (Class A shares at net asset value with distributions reinvested) for
the 12 months ended November 30, 1998. The Fund invests in a broad range of
stocks from around the world. We attempted to lessen potential volatility by
avoiding many Asian markets in fiscal 1998. We focused instead on established
European markets - particularly the United Kingdom which provided an island of
relative economic stability, in our view.

     International Small Cap Fund also sought potentially rewarding investment
opportunities in the U.K. However, after last summer's market turmoil, many
investors apparently sought the relative safe haven of large cap stocks at the
expense of small caps. For just over 11 months ended November 30, 1998,
International Small Cap Fund provided a total return of +5.88%* (Class A shares
at net asset value with distributions reinvested). In the coming months, we
believe that many small cap stocks may be better able to adapt to changing
global economic conditions than their large cap counterparts. This bodes well
for the long-term capital appreciation potential of International Small Cap
Fund, in our view.


<PAGE>


=====
  2
=====

     Retirement Income Fund, which seeks to invest in a combination of dividend
paying U.S. stocks and income generating domestic bonds, did not benefit from
last autumn's stock market rally to the extent of other Funds in this report.
Retirement Income Fund's two largest equity sectors as of November 30, 1998 -
financials and real estate investment trusts (REITs) - were slow to recover from
last summer's market volatility. Some banks and investment companies suffered
from bad overseas investments, which made banks more cautious lenders. Reduced
availability of capital curtailed REITs' ability to borrow and acquire new
properties. For the 12 months ended November 30, 1998, Retirement Income Fund
had a total return of +2.22%* (Class A shares at net asset value with
distributions reinvested).

     The inception of Diversified Value Fund on September 15, 1998 proved to be
fortuitous timing. We were able to employ our value-oriented stock selection
strategy just prior to the autumn rebound in stock prices. The Fund provided a
total return of +12.24%* (Class A shares at net asset value with distributions
reinvested) for just under three months ended November 30, 1998. We at Delaware
Investments thank you for the confidence you have shown in our new Fund
offerings.

Sincerely,

Jeffrey J. Nick                                  Paul A. Matlack                
Chairman, President and                          Delaware Management Company    
Chief Executive Officer                          Fixed Income                   
Delaware Investments Family of Funds             Retirement Income Fund         
                                                                                
Robert L. Arnold                                 Timothy W. Sanderson           
Delaware Management Company                      Delaware International Advisers
Domestic Equities                                International Small Cap Fund   
Global Opportunities Fund                                                       
                                                 Babak Zenouzi                  
Elizabeth A. Desmond                             Delaware Management Company    
Delaware International Advisers                  Equities                       
Overseas Equities                                Retirement Income Fund         
Global Opportunities Fund                        
                                               
J. Paul Dokas
Delaware Management Company
Diversified Value Fund

* Refer to complete performance information on the individual fund performance
chart on the pages that follow.

This annual report is for the information of Global Opportunities Fund,
International Small Cap Fund, Retirement Income Fund and Diversified Value Fund
shareholders. The current prospectus for each Fund sets forth details about
charges, expenses, investment objectives and operating policies of each Fund.
You should read any prospectus carefully before you invest. Summary investment
results are documented in each Fund's current Statement of Additional
Information.


<PAGE>


                                                                           =====
                                                                             3
                                                                           =====


Performance Summary


GLOBAL OPPORTUNITIES FUND
GROWTH OF A $10,000 INVESTMENT
JULY 22, 1997 TO NOVEMBER 30, 1998

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]


                              Global Opportunities Fund       MSCI World Index
                              -------------------------       ----------------
Jul. '97                              $ 9,423                     $10,000
Aug. '97                                9,057                       9,333
Sep. '97                                9,656                       9,841
Oct. '97                                9,035                       9,325
Nov. '97                                9,124                       9,491
Dec. '97                                9,326                       9,608
Jan. '98                                9,394                       9,877
Feb. '98                                9,922                      10,547
Mar. '98                               10,416                      10,994
Apr. '98                               10,304                      11,103
May. '98                               10,292                      10,966
Jun. '98                               10,304                      11,228
Jul. '98                               10,203                      11,211
Aug. '98                                8,944                       9,718
Sep. '98                                9,237                       9,891
Oct. '98                                9,810                      10,787
Nov. '98                               10,226                      11,430
                                                               


The chart above assumes a $10,000 investment in the Fund from July 22, 1997
through November 30, 1998 and includes the impact of the maximum 5.75% front-end
sales charge and reinvestment of distributions. Performance of the Institutional
class will vary due to differing charges and expenses. Past performance is not a
guarantee of future results. The performance above includes the effect of
expense limitations which have been in effect since the Fund's inception.
Without the limitation, performance would have been lower.

The maximum front-end sales charge for Class A shares is 5.75%. Shares may be
purchased at net asset value under certain circumstances. Class A shares have a
12b-1 fee that has been waived since inception. Voluntary expense caps have been
in effect. Returns would have been lower without the expense waivers.

International stock involve greater risks than investing in U.S. stocks. Return
and share value will fluctuate so that shares, when redeemed, may be worth more
or less than the original cost.

Global Opportunities Fund
- --------------------------------------------------------------------------------
Average Annual/Total Returns Through November 30, 1998

                                                         Lifetime       One Year
- --------------------------------------------------------------------------------
Class A (Est. 7/22/97)
         Excluding Sales Charge                           +6.17%         +12.07%
         Including Sales Charge                           +1.65%          +5.63%
- --------------------------------------------------------------------------------
Institutional Class                                       +6.08%         +11.95%


<PAGE>


=====
  4
=====

INTERNATIONAL SMALL CAP FUND
GROWTH ON A $10,000 INVESTMENT
DECEMBER 19, 1997 TO NOVEMBER 30, 1998

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]


                       International Small Cap Fund    Morgan Stanley EAFE Index
                       ----------------------------    -------------------------
Dec. '97                        $ 9,424                        $10,000
Dec. '97                          9,512                         10,090
Jan. '98                          9,545                         10,553
Feb. '98                         10,687                         11,233
Mar. '98                         10,920                         11,581
Apr. '98                         11,098                         11,676
May. '98                         10,832                         11,622
Jun. '98                          9,978                         11,712
Jul. '98                          9,778                         11,834
Aug. '98                          8,481                         10,370
Sep. '98                          8,459                         10,055
Oct. '98                          9,368                         11,106
Nov. '98                          9,978                         11,678


The chart above assumes a $10,000 investment in the Fund from December 19, 1997
through December 31, 1998 and includes the impact of the maximum 5.75% front-end
sales charge and reinvestment of distributions. Performance of the Institutional
class will vary due to differing charges and expenses. Past performance is not a
guarantee of future results. The performance above includes the effect of
expense limitations which have been in effect since the Fund's inception.
Without the limitation, performance would have been lower.

The maximum front-end sales charge for Class A shares is 5.75%. Shares may be
purchased at net asset value under certain circumstances. Class A shares have a
12b-1 fee that has been waived since inception. Voluntary expense caps have been
in effect. Returns would have been lower without the expense waivers.

International stocks involve greater risks than investing in U.S. stocks. Return
and share value will fluctuate so that shares, when redeemed, may be worth more
or less than the original cost.


International Small Cap Fund
- --------------------------------------------------------------------------------
Total Returns Through November 30, 1998
                                                                        Lifetime
- --------------------------------------------------------------------------------
Class A (Est. 12/19/97)
         Excluding Sales Charge                                          +5.88%
         Including Sales Charge                                          -0.22%
- --------------------------------------------------------------------------------
Institutional Class                                                      +5.88%



<PAGE>


                                                                           =====
                                                                             5
                                                                           =====


RETIREMENT INCOME FUND
GROWTH OF A $10,000 INVESTMENT
DECEMBER 2, 1996 TO NOVEMBER 30, 1998

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]


                                           Retirement Income Fund     S&P 500
                                           ----------------------     -------
Dec. '96                                         $ 9,424              $10,000
Feb. '97                                          10,572               10,496
May. '97                                          10,951               11,315
Aug. '97                                          12,198               12,047
Nov. '97                                          13,034               12,851
Dec. '97                                          13,034               13,072
Feb. '98                                          13,808               14,170
May. '98                                          13,953               14,787
Aug. '98                                          12,443               13,023
Nov. '98                                          13,336               15,892


The chart above assumes a $10,000 investment in the Fund from December 2, 1996
through November 30, 1998 and includes the impact of the maximum 5.75% front-end
sales charge and reinvestment of distributions. Performance of the Institutional
class will vary due to differing charges and expenses. Past performance is not a
guarantee of future results. The performance above includes the effect of
expense limitations which have been in effect since the Fund's inception.
Without the limitation, performance would have been lower.

The maximum front-end sales charge for Class A shares is 5.75%. Shares may be
purchased at net asset value under certain circumstances. Class A shares have a
12b-1 fee that has been waived since inception. Voluntary expense caps have been
in effect. Returns would have been lower without the expense waivers.

International stocks involve greater risks than investing in U.S. stocks. Return
and share value will fluctuate so that shares, when redeemed, may be worth more
or less than the original cost.


Retirement Income Fund
- --------------------------------------------------------------------------------
Average Annual/Total Returns Through November 30, 1998

                                                  Lifetime One             Year
- --------------------------------------------------------------------------------
Class A (Est. 12/2/96)
         Excluding Sales Charge                      +18.93%              +2.22%
         Including Sales Charge                      +15.45%              -3.63%
- --------------------------------------------------------------------------------
Institutional Class                                  +18.88%              +2.22%



<PAGE>


=====
  6
=====


DIVERSIFIED VALUE FUND
GROWTH OF A $10,000 INVESTMENT
SEPTEMBER 15, 1998 TO NOVEMBER 30, 1998

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]


                                              Diversified Value Fund     S&P 500
                                              ----------------------     -------
Sep. '98                                            $ 9,425              $10,000
Oct. '98                                             10,122               10,813
Nov. '98                                             10,577               11,469


The chart above assumes a $10,000 investment in the Fund from September 15, 1998
through November 30, 1998 and includes the impact of the maximum 5.75% front-end
sales charge and reinvestment of distributions. Performance of the Institutional
class will vary due to differing charges and expenses. Past performance is not a
guarantee of future results. The performance above includes the effect of
expense limitations which have been in effect since the Fund's inception.
Without the limitation, performance would have been lower. Performance for this
short time period is not representative of longer term results.

The maximum front-end sales charge for Class A shares is 5.75%. Shares may be
purchased at net asset value under certain circumstances. Class A shares have a
12b-1 fee that has been waived since inception. Voluntary expense caps have been
in effect. Returns would have been lower without the expense waivers.

International stocks involve greater risks than investing in U.S. stocks. Return
and share value will fluctuate so that shares, when redeemed, may be worth more
or less than the original cost.


Diversified Value Fund
- --------------------------------------------------------------------------------
Total Returns Through November 30, 1998
                                                                        Lifetime
- --------------------------------------------------------------------------------
Class A (Est. 9/15/98)
         Excluding Sales Charge                                          +12.24%
         Including Sales Charge                                           +5.77%
- --------------------------------------------------------------------------------
Institutional Class                                                      +12.24%


<PAGE>

DELAWARE GROUP EQUITY FUNDS V, INC. -
RETIREMENT INCOME FUND
STATEMENT OF NET ASSETS
November 30, 1998


<TABLE>
<CAPTION>
                                                                                                              Number        Market
                                                                                                            of Shares        Value
                                                                                                            ---------       ------
<S>                                                                                                            <C>        <C>       
  COMMON STOCK - 37.56%
  Automobiles & Automotive Parts - 2.93%
  General Motors                                                                                               1,200      $   84,000
                                                                                                                          ----------
                                                                                                                              84,000
                                                                                                                          ----------
  
  Banking, Finance & Insurance - 7.73%
  BankAmerica                                                                                                  1,018          66,361
  Mellon Bank                                                                                                  1,400          88,113
  Summit Bancorp                                                                                               1,600          66,900
                                                                                                                          ----------
                                                                                                                             221,374
                                                                                                                          ----------
  
  Chemicals - 1.85%
  DuPont (E.I.) deNemours                                                                                        900          52,875
                                                                                                                          ----------
                                                                                                                              52,875
                                                                                                                          ----------
  
  Energy - 1.75%
  Chevron                                                                                                        600          50,175
                                                                                                                          ----------
                                                                                                                              50,175
                                                                                                                          ----------
  
  Food, Beverage & Tobacco - 2.34%
  Philip Morris                                                                                                1,200          67,125
                                                                                                                          ----------
                                                                                                                              67,125
                                                                                                                          ----------
  
  Industrial Machinery - 2.44%
  Deere & Co.                                                                                                  2,000          69,875
                                                                                                                          ----------
                                                                                                                              69,875
                                                                                                                          ----------
  
  Metals & Mining - 2.85%
  Aluminum Company of America                                                                                  1,100          81,538
                                                                                                                          ----------
                                                                                                                              81,538
                                                                                                                          ----------
  
  Paper & Forest Products - 1.88%
  Temple-Inland                                                                                                1,000          53,688
                                                                                                                          ----------
                                                                                                                              53,688
                                                                                                                          ----------
  
  Real Estate - 6.19%
  Corporate Office Properties                                                                                  5,500          38,156
  Grove Property Trust                                                                                         8,000          86,000
  Starwood Hotels & Resorts Trust                                                                              1,750          53,156
                                                                                                                          ----------
                                                                                                                             177,312
                                                                                                                          ----------
  
  Retail - 2.55%
  Dollar General (STRYPES)                                                                                     2,100          72,975
                                                                                                                          ----------
                                                                                                                              72,975
                                                                                                                          ----------
  
  Transportation & Shipping - 1.76%
  Alexander & Baldwin                                                                                          2,200          50,325
                                                                                                                          ----------
                                                                                                                              50,325
                                                                                                                          ----------
  
  Telecommunications - 0.16%
  Winstar Communications                                                                                         159           4,450
                                                                                                                          ----------
                                                                                                                               4,450
                                                                                                                          ----------
</TABLE>


                                     Page 1

<PAGE>

  RETIREMENT INCOME FUND
  STATEMENT OF NET ASSETS (Continued)


<TABLE>
<CAPTION>
                                                                                                              Number        Market
                                                                                                            of Shares        Value
                                                                                                            ---------       ------
<S>                                                                                                            <C>        <C>       
  COMMON STOCK - (continued)
  Miscellaneous - 3.13%
  Pitney Bowes                                                                                                 1,600      $   89,600
                                                                                                                          ----------
                                                                                                                              89,600
                                                                                                                          ----------
  Total Common Stock (cost $971,564)                                                                                       1,075,312
                                                                                                                          ----------

  CONVERTIBLE PREFERRED STOCK - 27.76%
  Banking, Finance & Insurance - 5.10%
  Newell Financial Trust I  5.25% 12/01/27                                                                     2,600         145,925
                                                                                                                          ----------
                                                                                                                             145,925
                                                                                                                          ----------

  Cable, Media & Publishing - 2.92%
  Tribune 6.25%                                                                                                3,000          83,625
                                                                                                                          ----------
                                                                                                                              83,625
                                                                                                                          ----------

  Chemicals - 3.00%
  Monsanto 6.50%                                                                                               1,900          85,975
                                                                                                                          ----------
                                                                                                                              85,975
                                                                                                                          ----------

  Real Estate - 4.03%
  General Growth Properties 7.25%                                                                              2,600          66,950
  Reckson Associates Realty 7.625%                                                                             2,200          48,400
                                                                                                                          ----------
                                                                                                                             115,350
                                                                                                                          ----------

  Telecommunications - 2.83%
* Winstar Communications PIK 7.00%                                                                             2,000          81,000
                                                                                                                          ----------
                                                                                                                              81,000
                                                                                                                          ----------

  Transportation - 1.81%
  Union Pacific Capital Trust 6.25%                                                                            1,100          51,838
                                                                                                                          ----------
                                                                                                                              51,838
                                                                                                                          ----------

  Utilities - 6.39%
  Houston Industries 7.00%                                                                                     1,200         110,400
  Texas Utilities 9.25%                                                                                        1,300          72,475
                                                                                                                          ----------
                                                                                                                             182,875
                                                                                                                          ----------

  Miscellaneous - 1.68%
  Ingersoll-Rand 6.75%                                                                                         2,000          48,125
                                                                                                                          ----------
                                                                                                                              48,125
                                                                                                                          ----------
  Total Convertible Preferred Stock (cost $737,142)                                                                          794,713
                                                                                                                          ----------


<CAPTION>

                                                                                                           Principal
                                                                                                             Amount
                                                                                                           ---------
<S>                                                                                                       <C>             <C>      
  CORPORATE BONDS - 21.17%                                             
  Aerospace & Defense - 0.84%                                          
  Roller Bearing 9.625% 06/15/07                                                                          $   25,000          24,063
                                                                                                                          ----------
                                                                                                                              24,063
                                                                                                                          ----------
                                                                       
  Buildings & Materials - 1.73%                                        
  American Builders and Contractors sr sub nts 10.625% 05/15/07                                               25,000          23,875
  Clark Materials Handling  10.75% 11/15/06                                                                   25,000          25,625
                                                                                                                          ----------
                                                                                                                              49,500
                                                                                                                          ----------
</TABLE>


                                     Page 2

<PAGE>


RETIREMENT INCOME FUND
STATEMENT OF NET ASSETS (Continued)


<TABLE>
<CAPTION>

                                                                                                           Principal        Market
CORPORATE BONDS - (Continued)                                                                                Amount          Value
                                                                                                           ---------        ------
<S>                                                                                                       <C>             <C>      
   Chemicals - 0.85%
   Precise Technology unsec sr sub nts 11.125% 06/15/07                                                   $   25,000      $   24,250
                                                                                                                          ----------
                                                                                                                              24,250
                                                                                                                          ----------

   Computers & Technology - 0.22%
** Decisionone Holdings units 11.50% 08/01/08                                                                 25,000           6,250
                                                                                                                          ----------
                                                                                                                               6,250
                                                                                                                          ----------

   Consumer Products - 3.65%
   Consumers International sr nts 10.25% 04/01/05                                                             25,000          25,906
   Riddell Sports 10.50% 07/15/07                                                                             25,000          23,875
   William Carter 10.375% 12/01/06                                                                            50,000          54,750
                                                                                                                          ----------
                                                                                                                             104,531
                                                                                                                          ----------

   Electronics & Electrical Equipment - 1.54%
   Fairchild Semiconductor 10.125% 03/15/07                                                                   20,000          19,900
   HCC Industries sr sub nts 10.75% 05/15/07                                                                  25,000          24,250
                                                                                                                          ----------
                                                                                                                              44,150
                                                                                                                          ----------

   Energy - 0.74%
   Panaco 10.625% 10/01/04                                                                                    25,000          21,281
                                                                                                                          ----------
                                                                                                                              21,281
                                                                                                                          ----------

   Environmental Services - 1.74%
   Hydrochem Industrial Services 10.375% 08/01/07                                                             50,000          49,750
                                                                                                                          ----------
                                                                                                                              49,750
                                                                                                                          ----------

   Industrial Machinery - 2.67%
   Burke Industries unsec sr nts 10.00% 08/15/07                                                              25,000          24,625
   Motors and Gears sr nts 10.75% 11/15/06                                                                    50,000          51,750
                                                                                                                          ----------
                                                                                                                              76,375
                                                                                                                          ----------

   Leisure, Lodging & Entertainment - 2.87%
   AFC Enterprises 10.25% 05/15/07                                                                            10,000          10,425
   Town Sports International 9.75% 10/15/04                                                                   25,000          24,688
   Trump-Atlantic City 11.25% 05/01/06                                                                        50,000          47,250
                                                                                                                          ----------
                                                                                                                              82,363
                                                                                                                          ----------

   Packaging & Containers - 0.87%
   Huntsman Packaging 9.125% 10/01/07                                                                         25,000          25,000
                                                                                                                          ----------
                                                                                                                              25,000
                                                                                                                          ----------

   Retail - 2.71%
   Fleming sr sub nts 10.625% 12/15/01                                                                        50,000          51,500
   Leslie's Poolmart 10.375% 07/15/04                                                                         25,000          26,000
                                                                                                                          ----------
                                                                                                                              77,500
                                                                                                                          ----------

   Telecommunications - 0.74%
   ITC Deltacom 9.75% 11/15/08                                                                                20,000          21,125
                                                                                                                          ----------
                                                                                                                              21,125
                                                                                                                          ----------
   Total Corporate Bonds (cost $618,782)                                                                                     606,138
                                                                                                                          ----------
</TABLE>



                                     Page 3
<PAGE>



RETIREMENT INCOME FUND
STATEMENT OF NET ASSETS (Continued)


<TABLE>
<CAPTION>

                                                                                                          Principal        Market
                                                                                                            Amount          Value
                                                                                                          ---------        ------
<S>                                                                                                      <C>             <C>      
CONVERTIBLE BONDS - 17.69%
Automobiles & Automotive Parts - 2.25%
Magna International 4.875% 02/15/05                                                                      $   60,000      $   64,275
                                                                                                                         ----------
                                                                                                                             64,275
                                                                                                                         ----------
Banking, Finance & Insurance - 2.34%
Bell Atlantic Financial Services 5.75% 04/01/03                                                              65,000          66,950
                                                                                                                         ----------
                                                                                                                             66,950
                                                                                                                         ----------

Cable, Media & Publishing - 1.77%
World Color Press 6.00% 10/01/07                                                                             50,000          50,688
                                                                                                                         ----------
                                                                                                                             50,688
                                                                                                                         ----------

Computers & Technology - 1.96%
Platinum Technology 6.25% 12/15/02                                                                           65,000          56,225
                                                                                                                         ----------
                                                                                                                             56,225
                                                                                                                         ----------

Industrial Machinery - 5.08%
Mail-Well 5.00% 11/01/02                                                                                    100,000          92,000
Thermo Fibertek 4.50% 07/15/04                                                                               65,000          53,381
                                                                                                                         ----------
                                                                                                                            145,381
                                                                                                                         ----------

Metals & Mining - 2.55%
MascoTech 4.50% 12/15/03                                                                                     90,000          73,013
                                                                                                                         ----------
                                                                                                                             73,013
                                                                                                                         ----------
Miscellaneous - 1.74%
Mentamor Worldwide 2.94% 08/15/04                                                                            65,000          49,888
                                                                                                                         ----------
                                                                                                                             49,888
                                                                                                                         ----------
Total Convertible Bonds (cost $526,872)                                                                                     506,420
                                                                                                                         ----------

TOTAL MARKET VALUE OF SECURITIES - 104.18%
  (cost $2,854,360)                                                                                                      $2,982,583
LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (4.18%)***                                                               (119,688)
                                                                                                                         ----------
NET ASSETS APPLICABLE TO  281,929 SHARES
  ($0.01 PAR VALUE)  OUTSTANDING - 100.00%                                                                               $2,862,895
                                                                                                                         ==========

NET ASSET VALUE - RETIREMENT INCOME FUND A CLASS
   ($22,811 / 2,245 shares)                                                                                              $    10.16
                                                                                                                         ==========
NET ASSET VALUE - RETIREMENT INCOME FUND INSTITUTIONAL CLASS
   ($2,840,084 / 279,684 shares)                                                                                         $    10.15
                                                                                                                         ==========

COMPONENTS OF NET ASSETS AT NOVEMBER 30, 1998:
Common stock, $0.01 par value, 200,000,000 shares
   authorized to the Fund with 100,000,000 shares allocated to Retirement
   Income Fund A Class, 25,000,000 shares allocated to Retirement Income
   Fund B Class, 25,000,000 shares allocated to Retirement Income Fund C
   Class and 50,000,000 shares allocated
   to Retirement Income Fund Institutional Class                                                                         $2,463,403
Undistributed net investment income                                                                                         162,736
Accumulated net realized gain on investments                                                                                108,533
Net unrealized appreciation of investments                                                                                  128,223
                                                                                                                         ----------
Total net assets                                                                                                         $2,862,895
                                                                                                                         ==========
</TABLE>



                                     Page 4
<PAGE>



     RETIREMENT INCOME FUND
     STATEMENT OF NET ASSETS (Continued)



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

*    Non-income producing security for the year ended November 30,1998.
**   Zero coupon security as of November 30, 1998. The coupon rate shown is the
     step up rate.
***  Of this amount $225,968 represents payable for securities purchased at
     November 30,1998.


     nts - notes sub - subordinate sr - senior unsec- unsecured 
     PIK- Pay-in-kind
     STRYPES - Structured Yield Product Exchangeable for Stock


<TABLE>
<CAPTION>

<S>                                                                                                                      <C>       
     NET ASSET VALUE AND OFFERING PRICE PER SHARE -
     RETIREMENT INCOME FUND:
     Net asset value A Class (A)                                                                                         $    10.16
     Sales charge (5.75% of offering price or 6.10%
       of the amount invested per share)(B)                                                                                    0.62
                                                                                                                         ==========
     Offering price                                                                                                      $    10.78
                                                                                                                         ==========
</TABLE>


(A)  Net asset value per share, as illustrated, is the estimated amount which
     would be paid upon redemption or repurchase of shares.

(B)  See How to Buy Shares in the current prospectus for purchases of $50,000 or
     more.











                             See accompanying notes



                                     Page 5
<PAGE>



DELAWARE GROUP EQUITY FUNDS V, INC.
RETIREMENT INCOME FUND
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1998


<TABLE>
<CAPTION>

<S>                                                                                              <C>                    <C>        
INVESTMENT INCOME:
Interest                                                                                         $   106,568
Dividends                                                                                             90,915            $   197,483
                                                                                                 -----------            -----------


EXPENSES:
Management fees                                                                                       18,686
Reports and statements to shareholders                                                                 5,010
Custodian fees                                                                                         3,618
Dividend disbursing and transfer agent fees and expenses                                               2,274
Registration fees                                                                                      2,166
Directors' fees                                                                                        2,013
Professional fees                                                                                      1,793
Accounting and administration                                                                          1,133
Taxes (other than taxes on income)                                                                       194
Other                                                                                                  1,334                 38,221
                                                                                                 -----------            -----------

Less expenses absorbed or waived by Delaware Management
 Company                                                                                                                    (16,702)
                                                                                                                        -----------

Total expenses                                                                                                               21,519
                                                                                                                        -----------

NET INVESTMENT INCOME                                                                                                       175,964
                                                                                                                        -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:
Net realized gain on investments                                                                                            108,694
Net change in unrealized appreciation/depreciation of investments                                                          (219,218)
                                                                                                                        -----------

NET REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS                                                                                                          (110,524)
                                                                                                                        -----------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                                                                      $    65,440
                                                                                                                        ===========
</TABLE>


                             See accompanying notes



                                     Page 1
<PAGE>



DELAWARE GROUP EQUITY FUNDS V, INC.
RETIREMENT INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                                         12/2/96*
                                                                                                 Year ended                 to
                                                                                                  11/30/98               11/30/97
                                                                                                 -----------            -----------
<S>                                                                                              <C>                    <C>        
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income                                                                            $   175,964            $   131,919
Net realized gain on investments                                                                     108,694                284,110
Net change in unrealized appreciation/depreciation of investments                                   (219,218)               347,441
                                                                                                 -----------            -----------
Net increase in net assets resulting from operations                                                  65,440                763,470
                                                                                                 -----------            -----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income:
   A Class                                                                                              (263)                    (1)
   Institutional Class                                                                              (134,766)               (10,117)
Net realized gain on investments:
   A Class                                                                                              (553)                    --
   Institutional Class                                                                              (283,718)                    --
                                                                                                 -----------            -----------
                                                                                                    (419,300)               (10,118)
                                                                                                 -----------            -----------

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
   A Class                                                                                            21,843                  8,266
   Institutional Class                                                                                13,498              2,000,007

Net asset value of shares issued upon reinvestment
   of distributions from net investment income and net
   realized gain on investments:
   A Class                                                                                               816                      1
   Institutional Class                                                                               418,484                 10,117
                                                                                                 -----------            -----------
                                                                                                     454,641              2,018,391
                                                                                                 -----------            -----------

Cost of shares repurchased:
   A Class                                                                                            (7,629)                    --
   Institutional Class                                                                                (2,000)                    --
                                                                                                 -----------            -----------
                                                                                                      (9,629)                    --
                                                                                                 -----------            -----------
Increase in net assets derived from capital
   share transactions                                                                                445,012              2,018,391
                                                                                                 -----------            -----------

NET INCREASE IN NET ASSETS                                                                            91,152              2,771,743

NET ASSETS:
Beginning of period                                                                                2,771,743                     --
                                                                                                 -----------            -----------
End of period                                                                                    $ 2,862,895            $ 2,771,743
                                                                                                 ===========            ===========
</TABLE>

- ----------
*    Date of commencement of trading.



                             See accompanying notes



                                     Page 1
<PAGE>



DELAWARE GROUP EQUITY FUNDS V, INC.
RETIREMENT INCOME FUND
FINANCIAL HIGHLIGHTS
Selected data for each share of the Fund outstanding throughout each period were
as follows:


<TABLE>
<CAPTION>
                                                    Retirement Income Fund A Class    Retirement Income Fund Institutional Class
                                                                      12/02/96(2)                                 12/02/96(2)
                                                      Year ended         to                 Year ended               to
                                                       11/30/98       11/30/97               11/30/98             11/30/97
                                                    -------------   -------------       -----------------    -----------------
<S>                                                     <C>            <C>                     <C>                  <C>    
Net asset value, beginning of period                    $ 11.700       $  8.500                $ 11.690             $  8.500

Income from investment operations:
   Net investment income (1)                               0.632          0.558                   0.632                0.558
   Net realized and unrealized gain (loss)
     on investments                                       (0.402)         2.685                  (0.402)               2.675
                                                        --------       --------                --------             --------
   Total from investment operations                        0.230          3.243                   0.230                3.233
                                                        --------       --------                --------             --------

Less dividends and distributions:
   Dividends from net investment income                   (0.570)        (0.043)                 (0.570)              (0.043)
   Distributions from net realized gain 
     on investments                                       (1.200)          none                  (1.200)                none
                                                        --------       --------                --------             --------
   Total dividends                                        (1.770)        (0.043)                 (1.770)              (0.043)
                                                        --------       --------                --------             --------

Net asset value, end of period                          $ 10.160       $ 11.700                $ 10.150             $ 11.690
                                                        ========       ========                ========             ========

Total return (3)                                            2.22%         38.31%                   2.22%               38.19%

Ratios and supplemental data:
    Net assets, end of period (000 omitted)             $     23       $      9                $  2,840             $  2,763
    Ratio of expenses to average net assets                 0.75%          0.75%                   0.75%                0.75%
    Ratio of expenses to average net assets 
      prior to expense limitation                           1.62%          2.18%                   1.32%                1.88%
    Ratio of net investment income to 
      average net assets                                    6.01%          5.48%                   6.01%                5.48%
    Ratio of net investment income to average 
      net assets prior to expense limitation                5.14%          4.05%                   5.44%                4.35%
    Portfolio turnover                                        91%           196%                     91%                 196%
</TABLE>


(1)  Per share information was based on the average shares outstanding method.

(2)  Date of commencement of trading; ratios have been annualized and total
     return has not been annualized.

(3)  Total investment return is based on the change in net asset value of a
     share during the period and assumes reinvestment of distributions at net
     asset value and does not reflect the impact of a sales charge.



                             See accompanying notes



                                     Page 1

<PAGE>

  DELAWARE GROUP EQUITY FUNDS II, INC.
  DIVERSIFIED VALUE FUND
  STATEMENT OF NET ASSETS
  NOVEMEBER 30, 1998


<TABLE>
<CAPTION>
                                                                                                             Number         Market
                                                                                                            of Shares        Value
                                                                                                            ---------       ------
<S>                                                                                                            <C>        <C>      
  COMMON STOCK - 99.63%
  Aerospace & Defense - 2.38%
  AlliedSignal                                                                                                   300      $   13,200
  Northrop Grumman                                                                                               100           8,125
  United Technologies                                                                                            300          32,155
                                                                                                                          ----------
                                                                                                                              53,480
                                                                                                                          ----------

  Automobiles & Auto Parts - 3.73%
  Autoliv                                                                                                        300          10,875
  DaimlerChrysler  (Germany)                                                                                       1              73
  Ford Motor                                                                                                     700          38,675
  General Motors                                                                                                 300          21,000
  Goodrich (B.F.)                                                                                                200           7,587
  TRW                                                                                                            100           5,506
                                                                                                                          ----------
                                                                                                                              83,716
                                                                                                                          ----------

  Banking - 16.31%
  BankAmerica                                                                                                    500          32,594
  BankBoston                                                                                                     100           4,163
  Chase Manhattan                                                                                              1,000          63,437
  Commerce Bancshares                                                                                            105           4,663
  First Union                                                                                                  1,000          60,750
  Fleet Financial Group                                                                                        1,200          50,025
  MBNA                                                                                                         1,950          44,241
  Old Kent Financial                                                                                             200           8,594
  PNC Financial Group                                                                                            800          41,250
  Popular                                                                                                        300           8,906
  Suntrust Banks                                                                                                 500          34,906
  UnionBanCal Corporation                                                                                        100           9,981
  Washington Federal                                                                                             100           2,556
                                                                                                                          ----------
                                                                                                                             366,066
                                                                                                                          ----------

  Buildings & Materials - 2.25%
  Carlisle Companies                                                                                             100           4,431
  Centex                                                                                                         200           7,138
  Fluor                                                                                                          200           8,563
* International Specialty Products                                                                               200           2,625
  Johns Manville                                                                                                 400           5,775
  Lafarge                                                                                                        200           7,413
  Premark International                                                                                          200           6,713
  Worthington Industries                                                                                         300           3,683
  York International                                                                                             100           4,200
                                                                                                                          ----------
                                                                                                                              50,541
                                                                                                                          ----------

  Cable, Media & Publishing - 1.68%
* Borders Group                                                                                                  200           4,850
* Chris-Craft Industries                                                                                         100           4,625
  Knight-Ridder                                                                                                  200          10,288
* Metro-Goldwyn-Mayer                                                                                            200           2,538
  Reynolds & Reynolds Class A                                                                                    100           2,113
* Viacom Class B                                                                                                 200          13,313
                                                                                                                          ----------
                                                                                                                              37,727
                                                                                                                          ----------
</TABLE>



                                     Page 1
<PAGE>



  DIVERSIFIED VALUE FUND
  STATEMENT OF NET ASSETS (Continued)


<TABLE>
<CAPTION>
                                                                                                             Number         Market
                                                                                                            of Shares        Value
                                                                                                            ---------       ------
<S>                                                                                                            <C>        <C>      
  Chemicals - 2.90%
  Beckman Coulter                                                                                                100      $    4,825
  Great Lakes Chemical                                                                                           200           7,988
  IMC Fertilizer Group                                                                                           300           6,863
  Lyondell Petrochemicals                                                                                        100           1,863
  Olin                                                                                                           100           3,055
  Praxair                                                                                                        400          15,275
  Rohm & Haas                                                                                                    500          17,469
  RPM                                                                                                            100           1,638
* The Learning Company                                                                                           100           2,906
* W.R. Grace & Company                                                                                           200           3,300
                                                                                                                          ----------
                                                                                                                              65,182
                                                                                                                          ----------

  Computers & Technology - 4.95%
* Adaptec                                                                                                        300           4,894
* Cabletron Systems                                                                                              400           5,600
  Comdisco                                                                                                       400           7,300
  Hewlett-Packard                                                                                                100           6,275
  International Business Machines                                                                                200          33,000
* NCR                                                                                                            300          11,175
* Oracle                                                                                                         300          10,283
* Seagate Technology                                                                                             600          17,700
* Sun Microsystems                                                                                               200          14,800
                                                                                                                          ----------
                                                                                                                             111,027
                                                                                                                          ----------

  Consumer Products - 0.15%
* Blyth Industries                                                                                               100           3,394
                                                                                                                          ----------
                                                                                                                               3,394
                                                                                                                          ----------

  Electronics & Electrical Equipment - 2.72%
* Advanced Micro Devices                                                                                         200           5,538
* Arrow Electronics                                                                                              200           4,350
* Atmel                                                                                                          300           3,647
  IKON Office Solutions                                                                                          400           3,900
  Intel                                                                                                          100          10,758
  Motorola                                                                                                       100           6,200
  Rockwell International                                                                                         400          19,575
  Western Resources                                                                                              200           6,987
                                                                                                                          ----------
                                                                                                                              60,955
                                                                                                                          ----------

  Energy - 11.41%
  Amerada Hess                                                                                                   100           5,550
  Ashland                                                                                                        200           9,725
* BJ Services                                                                                                    200           2,763
* Calenergy                                                                                                      200           6,263
  Chevron                                                                                                        600          50,175
  Coastal                                                                                                        600          20,925
  Diamond Offshore Drilling                                                                                      400           8,950
  Donnelley & Sons                                                                                               400          16,975
  El Paso Energy                                                                                                 300          10,238
  Exxon                                                                                                          800          60,050
  Kerr-McGee                                                                                                     100           3,950
  Phillips Petroleum                                                                                             100           4,200
  Texaco                                                                                                         800          46,050
  Transocean Offshore                                                                                            200           4,938
  US Industries                                                                                                  300           5,250
                                                                                                                          ----------
                                                                                                                             256,002
                                                                                                                          ----------
</TABLE>



                                     Page 2
<PAGE>



  DIVERSIFIED VALUE FUND
  STATEMENT OF NET ASSETS (Continued)


<TABLE>
<CAPTION>
                                                                                                             Number         Market
                                                                                                            of Shares        Value
                                                                                                            ---------       ------
<S>                                                                                                            <C>        <C>      
  Environmental Services - 1.07%
  Honeywell                                                                                                      300      $   23,981
                                                                                                                          ----------
                                                                                                                              23,981
                                                                                                                          ----------

  Finance - 2.54%
  Federal Home Loan Mortgage Corp.                                                                               400          24,200
  Federal National Mortgage Association                                                                          300          21,825
  Financial Security Assurance Holdings Limited                                                                  100           5,487
  PMI Group                                                                                                      100           5,468
                                                                                                                          ----------
                                                                                                                              56,980
                                                                                                                          ----------

  Food, Beverage & Tobacco - 3.84%
  Archer-Daniels-Midland                                                                                         700          12,863
  CKE Restaurants                                                                                                100           2,444
  ConAgra                                                                                                        400          12,575
  Darden Restaurants                                                                                             400           6,325
  IBP                                                                                                            200           5,075
  Philip Morris                                                                                                  700          39,156
  SUPERVALU                                                                                                      300           7,744
                                                                                                                          ----------
                                                                                                                              86,182
                                                                                                                          ----------

  Healthcare & Pharmaceuticals - 3.06%
  Bergen Brunswig Class A                                                                                        100           6,225
  Columbia/HCA Healthcare                                                                                        600          14,775
  Dentsply International                                                                                         100           2,694
  Mallinckrodt                                                                                                   200           6,463
* MedPartners                                                                                                    500           2,250
  Mylan Laboratories                                                                                             300           9,956
* PacifiCare Health Systems Class B                                                                              100           7,547
* Total Renal Care Holdings                                                                                      200           5,313
  United Healthcare                                                                                              300          13,538
                                                                                                                          ----------
                                                                                                                              68,761
                                                                                                                          ----------

  Industrial Machinery - 1.67%
  Black & Decker                                                                                                 200          10,838
  Crane Company                                                                                                  100           3,231
  Harnischfeger Industries                                                                                       100           1,000
  Ingersoll-Rand                                                                                                 400          18,725
  Pentair                                                                                                        100           3,769
                                                                                                                          ----------
                                                                                                                              37,563
                                                                                                                          ----------

  Insurance - 9.94%
  Allstate                                                                                                     1,200          48,900
  American General                                                                                               300          21,131
  American International Group                                                                                   500          47,000
  Cigna                                                                                                          600          46,688
  Everest Reinsurance Holdings                                                                                   100           3,755
  Jefferson-Pilot                                                                                                300          20,475
  Marsh & McLennan                                                                                               200          11,638
  Old Republic International                                                                                     100           2,131
  Transamerica                                                                                                   200          21,250
                                                                                                                          ----------
                                                                                                                             222,968
                                                                                                                          ----------
</TABLE>



                                     Page 3
<PAGE>



  DIVERSIFIED VALUE FUND
  STATEMENT OF NET ASSETS (Continued)


<TABLE>
<CAPTION>
                                                                                                             Number         Market
                                                                                                            of Shares        Value
                                                                                                            ---------       ------
<S>                                                                                                            <C>        <C>      
  Leisure, Lodging & Entertainment - 1.28%
  Callaway Golf                                                                                                  200      $    2,675
* Circus Circus Enterprises                                                                                      200           2,313
  Eastman Kodak                                                                                                  100           7,256
  Fleetwood Enterprises                                                                                          100           3,369
  Hilton Hotels                                                                                                  600          13,050
                                                                                                                          ----------
                                                                                                                              28,663
                                                                                                                          ----------

  Packaging & Containers - 0.40%
  Sonoco Products                                                                                                300           8,981
                                                                                                                          ----------
                                                                                                                               8,981
                                                                                                                          ----------

  Paper & Forest Products - 0.33%
  The St. Joe Company                                                                                            100           2,355
  Weyerhaeuser                                                                                                   100           5,013
                                                                                                                          ----------
                                                                                                                               7,368
                                                                                                                          ----------

  Real Estate - 1.13%
  AMB Property                                                                                                   300           6,674
  Crescent Real Estate Equities                                                                                  300           7,444
  Equity Office Properties Trust                                                                                 300           7,538
  Spieker Properties                                                                                             100           3,613
                                                                                                                          ----------
                                                                                                                              25,269
                                                                                                                          ----------

  Retail - 3.27%
  Albertson's                                                                                                    200          11,413
* OfficeMax                                                                                                      200           2,125
* Payless Shoe Source                                                                                            100           4,875
  Sears,Roebuck                                                                                                  900          42,694
  Tandy                                                                                                          100           4,505
  Weis Markets                                                                                                   100           3,813
  Wendy's International                                                                                          200           4,000
                                                                                                                          ----------
                                                                                                                              73,425
                                                                                                                          ----------

  Telecommunications - 13.46%
  Ameritech                                                                                                    1,000          54,125
  AT&T                                                                                                         1,100          68,544
  GTE                                                                                                          1,000          62,000
* Paging Network                                                                                                 300           1,846
* QUALCOMM                                                                                                       200          10,981
  SBC Communications                                                                                           1,400          67,113
  U.S.West                                                                                                       600          37,350
                                                                                                                          ----------
                                                                                                                             301,959
                                                                                                                          ----------

  Textiles, Apparel & Furniture - 0.59%
* Fruit of the Loom                                                                                              200           2,950
  Miller (Herman)                                                                                                200           4,281
  Shaw Industries                                                                                                300           6,074
                                                                                                                          ----------
                                                                                                                              13,305
                                                                                                                          ----------
</TABLE>



                                     Page 4
<PAGE>



  DIVERSIFIED VALUE FUND
  STATEMENT OF NET ASSETS (Continued)


<TABLE>
<CAPTION>
                                                                                                             Number         Market
                                                                                                            of Shares        Value
                                                                                                            ---------       ------
<S>                                                                                                            <C>        <C>      
  Transportation & Shipping - 1.71%
* Continental Airlines Class B                                                                                   100      $    3,531
  CSX                                                                                                            100           4,168
  Delta Air Lines                                                                                                200          10,738
  GATX                                                                                                           100           3,781
* UAL                                                                                                            100           6,369
  Union Pacific                                                                                                  200           9,725
                                                                                                                          ----------
                                                                                                                              38,312
                                                                                                                          ----------

  Utilities - 6.61%
  Allegheny Energy                                                                                               300          10,125
  Ameren                                                                                                         400          16,475
  Central & South West                                                                                           600          16,500
* Citizens Utilities                                                                                             705           5,642
  DTE Energy                                                                                                     100           4,363
  Energy East                                                                                                    200          10,613
  FPL Group                                                                                                      100           6,125
  Potomac Electric Power                                                                                         300           7,819
  Public Service Enterprise Group                                                                                600          23,400
  Southern                                                                                                     1,600          47,200
                                                                                                                          ----------
                                                                                                                             148,262
                                                                                                                          ----------
  Miscellaneous - 0.25%
  Kelly Services                                                                                                 100           2,906
  Ogden                                                                                                          100           2,656
                                                                                                                          ----------
                                                                                                                               5,562
                                                                                                                          ----------

  Total Common Stock (cost $2,009,715)                                                                                    $2,235,631
                                                                                                                          ----------

<CAPTION>
                                                                                                            Principal       Market
                                                                                                             Amount          Value
                                                                                                            ---------       ------
<S>                                                                                                         <C>           <C>      
REPURCHASE AGREEMENT - 0.18%
With Chase Manhattan 5.25% 12/1/98
   (dated 11/30/98, collateralized by $600
   U.S. Treasury Notes 5.50% due 2/28/03, market
   value $584 and $900 U.S. Treasury Notes 6.25% due 10/31/01,
   market value $916)                                                                                       $  1,470      $    1,470
With J.P. Morgan Securities 5.15% 12/1/98
   (dated 11/30/98, collateralized by $300
   U.S. Treasury Notes 5.75% due 10/31/00,
   market value $300 and $400 U.S. Treasury
   Notes 6.375% due 8/15/02, market value $469 and
   $400 U.S. Treasury Notes 7.50% due 11/15/01,
   market value $387)                                                                                          1,130           1,130
With PaineWebber 5.29% 12/1/98
   (dated 11/30/98, collateralized by $900
   U.S. Treasury Bills due 2/18/99,
   market value $864 and $400 U.S. Treasury
   Notes 5.875% due 11/15/99, market value $442
   and $100 U.S. Treasury Notes 5.875% 2/15/00,
   market value $118)                                                                                          1,400           1,400

                                                                                                                          ----------
   Total Repurchase Agreements (cost $4,000)                                                                                   4,000
                                                                                                                          ----------
</TABLE>



                                     Page 5
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                                       <C>      
   DIVERSIFIED VALUE FUND
   STATEMENT OF NET ASSETS (Continued)


   TOTAL MARKET VALUE OF SECURITIES - 99.81%
   (cost $2,013,715)                                                                                                      $2,239,631
   RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 0.19%                                                                     4,196
                                                                                                                          ----------

   NET ASSETS APPLICABLE TO 235,296 SHARES
   ($0.01 PAR VALUE) OUTSTANDING - 100.00%                                                                                $2,243,827
                                                                                                                          ==========

   NET ASSET VALUE - DIVERSIFIED VALUE FUND A CLASS
   ($9.54 / 1 share)                                                                                                      $     9.54
                                                                                                                          ==========
   NET ASSET VALUE - DIVERSIFIED VALUE FUND INSTITUTIONAL CLASS
   ($2,243,817 / 235,295 shares)                                                                                          $     9.54
                                                                                                                          ==========

                                                                                                             
   COMPONENTS OF NET ASSETS AT NOVEMBER 30, 1998:                                                         
   Common stock,  $0.01 par value,  200,000,000 shares authorized to the Fund                             
   100,000,000 shares allocated to Diversified Value Fund A Class, 25,000,000                             
   shares  allocated to  Diversified  Value Fund B Class, 25,000,000 shares                               
   allocated to Diversified Value Fund C Class, and 50,000,000 shares                                     
   allocated to Diversified Value Fund                                                                    
   Institutional Class                                                                                                    $2,000,017
   Undistributed net investment income                                                                                         6,131
   Accumulated net realized gain on investments                                                                               11,763
   Net unrealized appreciation of investments                                                                                225,916
                                                                                                                          ----------
   Total Net Assets                                                                                                       $2,243,827
                                                                                                                          ==========
                                                                                                          
                                                                                                             
 * Non-income producing security for the period ended November 30,1998.                                   
                                                                                                             
   -----------------------------------------------------------------------------                             
                                                                                                             
   NET ASSET VALUE AND OFFERING PRICE PER SHARE -                                                         
   DIVERSIFIED VALUE FUND                                                                                 
   Net asset value A Class (A)                                                                                            $     9.54
   Sales charge (5.75% of offering price or 6.08% of the amount                                           
   invested per share) (B)                                                                                                      0.58
                                                                                                                          ----------
   Offering price                                                                                                         $    10.12
                                                                                                                          ==========
</TABLE>

   (A) Net asset value per share, as illustrated, is the estimated amount
   which would be paid upon redemption or repurchase of shares.

   (B) See How to Buy Shares in the current Prospectus for purchases of
   $50,000 or more.


                             See accompanying notes



                                     Page 6
<PAGE>

DELAWARE GROUP EQUITY FUNDS II, INC. -
DIVERSIFIED VALUE FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD SEPTEMBER 15, 1998* THROUGH NOVEMBER 30, 1998


<TABLE>
<S>                                                                   <C>              <C>
INVESTMENT INCOME:
Dividends                                                             $   8,665
Interest                                                                    691        $   9,356
                                                                      ---------        ---------

EXPENSES:
Management fees                                                           2,794
Custodian fees                                                              814
Registration fees                                                           446
Reports and statements to shareholders                                      383
Directors' fees                                                             244
Dividend disbursing and transfer agent fees and expenses                    235
Professional fees                                                           164
Accounting and administration                                               163
Taxes (other than taxes on income)                                           50
Other                                                                        33            5,326
                                                                      ---------        ---------

Less expenses absorbed or waived by Delaware Management Company                           (2,101)
                                                                                       ---------

Total expenses                                                                             3,225
                                                                                       ---------

NET INVESTMENT INCOME                                                                      6,131
                                                                                       ---------

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:
Net realized gain on investments                                                          11,763
Net change in unrealized appreciation of
   investments                                                                           225,916
                                                                                       ---------

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                                                        237,679
                                                                                       ---------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                                     $ 243,810
                                                                                       =========
</TABLE>

- ----------

*  Date of commencement of operations.


                             See accompanying notes



                                     Page 7
<PAGE>

DELAWARE GROUP EQUITY FUNDS II, INC. -
DIVERSIFIED VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD SEPTEMBER 15, 1998* THROUGH NOVEMBER 30, 1998




OPERATIONS:
Net investment income                                                 $    6,131
Net realized gain on investments                                          11,763
Net change in unrealized appreciation of investments                     225,916
                                                                      ----------
Net increase in net assets resulting from operations                     243,810
                                                                      ----------


CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
   A Class                                                                     9
   Institutional Class                                                 2,000,008
                                                                      ----------
                                                                       2,000,017
                                                                      ----------
Increase in net assets derived from capital
   share transactions                                                  2,000,017
                                                                      ----------

NET INCREASE IN NET ASSETS                                             2,243,827

NET ASSETS:
Beginning of period                                                           --
                                                                      ----------
End of period                                                         $2,243,827
                                                                      ==========

- ----------
*  Date of commencement of operations.


                             See accompanying notes


                                     Page 8

<PAGE>


DELAWARE GROUP EQUITY FUNDS II, INC. -
DIVERSIFIED VALUE FUND
FINANCIAL HIGHLIGHTS
Selected data for each share of the Fund outstanding  throughout the period were
as follows:

<TABLE>
<CAPTION>
                                                        Diversified Value Fund Institutional Class
                                                        ------------------------------------------

                                                                     9/15/98 (1)
                                                                         to
                                                                      11/30/98
                                                                     ----------
<S>                                                                  <C>     
Net asset value, beginning of period                                 $  8.500

Income from investment operations:
   Net investment income                                                0.026
   Net realized and unrealized gain on investments                      1.014
                                                                     --------
   Total from investment operations                                     1.040
                                                                     --------


Net asset value, end of period                                       $  9.540
                                                                     ========

Total return                                                           12.24%

Ratios and supplemental data:
    Net assets, end of period (000 omitted)                          $  2,244
    Ratio of expenses to average net assets                             0.75%
    Ratio of expenses to average net assets prior to expense
     limitation                                                         1.24%
    Ratio of net investment income to average net assets                1.41%
    Ratio of net investment income to average net assets prior
     to expense limitation                                              0.92%
    Portfolio turnover                                                    74%
</TABLE>

- ----------

(1)  Date of commencement of operations; ratios have been annualized and total
     return has not been annualized.

As of November 30,1998, the A Class had one share outstanding,  representing the
initial seed purchase.  Data for this class is excluded  because the data is not
believed to be meaningful.

                             See accompanying notes


                                     Page 9

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. -
GLOBAL OPPORTUNITIES SERIES
STATEMENT OF NET ASSETS
NOVEMBER 30, 1998

                                                                         Market
                                                        Number           Value
                                                       of Shares        (U.S. $)
                                                       ---------       ---------
   COMMON STOCK - 96.90%
   Australia - 8.01%
   Amcor                                                 11,410        $  49,709
   CSR                                                   19,460           46,787
   Foster's Brewing Group                                31,440           82,301
   National Australia Bank                                3,920           58,616
   Orica                                                  4,400           24,306
                                                                       ---------
                                                                         261,719
                                                                       ---------
   Belgium - 2.44%
   Electrabel                                               206           79,525
                                                                       ---------
                                                                          79,525
                                                                       ---------
   France - 5.16%
   Alcatel                                                  200           26,480
   Compagnie de Saint Gobain                                250           36,973
   Elf Aquitaine                                            502           62,664
   Societe Generale                                         268           42,278
                                                                       ---------
                                                                         168,395
                                                                       ---------
   Germany - 8.81%
   Bayer                                                  1,460           62,397
   Bayerische Vereinsbank                                   900           81,019
   RWE                                                    1,180           62,829
   Siemens                                                1,150           81,529
                                                                       ---------
                                                                         287,774
                                                                       ---------
   Hong Kong - 1.84%
   Hong Kong Electric                                     9,500           31,595
   Wharf Holdings                                        18,000           28,479
                                                                       ---------
                                                                          60,074
                                                                       ---------
   Japan - 3.60%
   Canon                                                  1,000           22,082
   Eisai Co. Limited                                      1,000           15,425
   Koito Manufacturing                                    5,000           20,865
   Matsushita Electric Industrial                         1,000           16,075
   West Japan Railway                                        10           43,272
                                                                       ---------
                                                                         117,719
                                                                       ---------
   Malaysia - 0.64%
   Sime Darby Berhad                                     30,000           20,947
                                                                       ---------
                                                                          20,947
                                                                       ---------
   Netherlands - 2.93%
   Elsevier                                               3,000           39,429
   Royal Dutch Petroleum                                  1,170           56,118
                                                                       ---------
                                                                          95,547
                                                                       ---------
   New Zealand - 2.56%
   Carter Holt Harvey Limited                            20,160           19,163
   Telecom Corporation of New Zealand                    13,620           57,936
   Telecom Corporation of New Zealand IR                  3,070            6,562
                                                                       ---------
                                                                          83,661
                                                                       ---------


                                     Page 1

<PAGE>

GLOBAL OPPORTUNITIES SERIES
STATEMENT OF NET ASSETS (Continued)


                                                                         Market
                                                        Number           Value
                                                       of Shares        (U.S. $)
                                                       ---------      ----------
   COMMON STOCK (Continued)
   Spain - 3.01%
   Iberdrola                                              2,420       $   40,151
   Telefonica de Espana                                   1,232           57,987
                                                                      ----------
                                                                          98,138
                                                                      ----------
   United Kingdom - 21.83%
   Associated British Food                                4,500           45,660
   Bass                                                   4,705           65,055
   Blue Circle Industry                                  10,251           52,006
   Boots                                                  6,000           97,308
   Cable & Wireless                                       7,880          100,756
   GKN                                                    7,140           79,043
   Glaxo Wellcome                                         3,660          116,240
   PowerGen                                               7,000           97,127
   Taylor Woodrow                                        22,500           59,766
                                                                      ----------
                                                                         712,961
                                                                      ----------
   United States - 36.07%
   American Home Products                                 1,400           74,550
   Aon                                                      800           46,100
   BankAmerica                                              905           58,995
   Baxter International                                     900           57,206
   Browning Ferris                                        1,500           44,250
   DuPont (E.I.) de Nemours                                 800           47,000
   Federal National Mortgage Association                    900           65,475
   First Union                                              900           54,675
   Ford Motor                                             1,100           60,775
   Fortune Brands                                         1,600           54,500
   GTE                                                    1,000           62,000
   Hewlett-Packard                                        1,200           75,300
   Jardine Matheson Holdings Limited                      6,800           23,120
   Lockheed Martin                                          600           62,250
   May Department Stores                                  1,000           60,313
   McGraw-Hill                                              800           71,600
   Philip Morris                                          1,400           78,313
   Pitney Bowes                                           1,400           78,400
   USX-Marathon Group                                     1,800           51,075
   Williams                                               1,800           51,863
                                                                      ----------
                                                                       1,177,760
                                                                      ----------
   Total Common Stock (cost $3,082,393)                                3,164,220
                                                                      ----------
   
   WARRANTS - 0.00%
   Hong Kong - 0.00%
*  Wharf Holdings Warrants                                  900              106
                                                                      ----------
   Total Warrants (cost $0)                                                  106
                                                                      ----------


                                     Page 2

<PAGE>

GLOBAL OPPORTUNITIES SERIES
STATEMENT OF NET ASSETS (Continued)

<TABLE>
<CAPTION>
                                                                                                   Market
                                                                                Principal          Value
                                                                                  Amount          (U.S. $)
                                                                                ----------       ----------
<S>                                                                             <C>              <C>       
REPURCHASE AGREEMENTS - 2.79%
With Chase Manhattan 5.25% 12/01/98
     (dated 11/30/98, collateralized by $13,000
     U.S.  Treasury Notes  5.50% due 02/28/03,
     market value $13,276 and $20,000
     U.S. Treasury Notes 6.25% due 10/31/01,
     market value $20,820)                                                      $   33,400       $   33,400
With J.P. Morgan Securities 5.15% 12/01/98
     (dated 11/30/98, collateralized by $7,000
     U.S. Treasury Notes 5.75% due 10/31/00,
     market value $6,941 and $8,000 U.S. 
     Treasury Notes 7.50% due 11/15/01,
     market value $8,797 and $10,000 U.S. 
     Treasury Notes 6.375% due 08/15/02,
     market value $10,675)                                                          25,800           25,800
With PaineWebber 5.29% 12/01/98
     (dated 11/30/98, collateralized by $10,000
     U.S. Treasury Notes 5.875% due 11/15/99,
     market value $10,066 and $20,000
     U.S. Treasury Bills due 02/18/99,
     market value $19,666 and $3,000
     U.S.Treasury Notes 5.875% due 02/15/00,
     market value $2,692)                                                           31,800           31,800
                                                                                                 ----------
Total Repurchase Agreements (cost $91,000)                                                           91,000
                                                                                                 ----------

TOTAL MARKET VALUE OF SECURITIES - 99.69%
  (cost $3,173,393)                                                                              $3,255,326
RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 0.31%                                              10,108
                                                                                                 ----------
NET ASSETS APPLICABLE TO 359,124 SHARES
($0.01 PAR VALUE) OUTSTANDING - 100.00%                                                          $3,265,434
                                                                                                 ==========

NET ASSET VALUE - GLOBAL OPPORTUNITIES SERIES A CLASS
  ($12,682 / 1,394 shares)                                                                       $     9.10
                                                                                                 ==========
NET ASSET VALUE  - GLOBAL OPPORTUNITIES SERIES INSTITUTIONAL CLASS
  ($3,252,752 / 357,730 shares)                                                                  $     9.09
                                                                                                 ==========

COMPONENTS OF NET ASSETS AT NOVEMBER 30, 1998:
Common stock, $0.01 par value, 200,000,000 shares
   authorized to the Series with  100,000,000 shares allocated to Global
   Opportunities  Series A Class,  25,000,000 shares allocated to Global
   Opportunities  Series B Class,  25,000,000 shares allocated to Global
   Opportunities Series C Class and 50,000,000 shares allocated to Global
   Opportunities Series Institutional Class                                                      $3,050,462
Undistributed net investment income **                                                               67,475
Accumulated net realized gain on investments                                                         60,018
Net unrealized appreciation of investments and foreign currencies                                    87,479
                                                                                                 ----------
Total net assets                                                                                 $3,265,434
                                                                                                 ==========
</TABLE>


                                     Page 3

<PAGE>

GLOBAL OPPORTUNITIES SERIES
STATEMENT OF NET ASSETS (Continued)

- ----------
*    Non-income producing security for the year ended November 30,1998.
**   Undistributed net investment income includes net realized gains (losses) on
     foreign currencies. Net realized gains (losses) on foreign currencies are
     treated as net investment income in accordance with provisions of the
     Internal Revenue Code.

     IR - Installment Receipts

<TABLE>
<S>                                                                                               <C>   
     NET ASSET VALUE AND OFFERING PRICE PER SHARE -
     GLOBAL OPPORTUNITIES SERIES:
     Net asset value A Class (A)                                                                  $ 9.10
     Sales charge ( 5.75% of offering price or 6.15% of the amount invested per share) (B)          0.56
                                                                                                  ------
     Offering price                                                                               $ 9.66
                                                                                                  ======
</TABLE>

     (A)  Net asset value per share, as illustrated, is the estimated amount
          which would be paid upon redemption or repurchase of shares.
     (B)  See How to Buy Shares in the current prospectus for purchases of
          $50,000 or more.


                             See accompanying notes


                                     Page 4

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. -
INTERNATIONAL SMALL CAP SERIES
STATEMENT OF NET ASSETS
NOVEMBER 30, 1998

                                                                       Market
                                                          Number       Value
                                                         of Shares    (U.S. $)
                                                         ---------   ---------
   COMMON STOCK - 99.31%
   Argentina - 0.82%
   Transportadora de Gas del sur,Class B                   13,000    $  26,134
                                                                     ---------
                                                                        26,134
                                                                     ---------
   Australia - 6.13%
   David Jones                                             29,500       33,704
   GIO Australia Holdings                                  18,000       58,644
   National Foods                                          28,000       48,565
   Orica                                                    5,800       32,040
   Village Roadshow                                        15,000       21,657
                                                                     ---------
                                                                       194,610
                                                                     ---------
   
   Belgium - 1.42%
   ARBED                                                      270       18,221
   Bekaert                                                     50       26,880
                                                                     ---------
                                                                        45,101
                                                                     ---------
   Brazil - 0.92%
   Rossi Residential                                        3,600        5,246
   Usinas Sider Minas ADR                                   8,800       23,888
                                                                     ---------
                                                                        29,134
                                                                     ---------
   
   Chile - 0.56%
   Banco BHIF ADR                                           1,800       17,775
                                                                     ---------
                                                                        17,775
                                                                     ---------
   
   Egypt - 0.71%
   Paints and Chemical GDR                                  3,000       22,425
                                                                     ---------
                                                                        22,425
                                                                     ---------
   
   France - 7.32%
   Clarins                                                  1,068       82,717
*  Club Mediterranee                                          690       57,134
*  Remy Cointreau                                           1,810       31,708
   Societe Francaise d'Investissements et Deestion            880       60,766
                                                                     ---------
                                                                       232,325
                                                                     ---------
   Germany - 5.40%
   AGIV  fuer Industrie und Verkehrswesen                   3,000       68,888
   Escada                                                     350       50,928
   KSB-Vorzug                                                 150       25,855
   Moebel Walther                                             610       25,566
                                                                     ---------
                                                                       171,237
                                                                     ---------
   
   Greece - 1.68%
   Attica Enterprises                                       6,240       53,483
                                                                     ---------
                                                                        53,483
                                                                     ---------


                                     Page 1

<PAGE>

INTERNATIONAL SMALL CAP SERIES
STATEMENT OF NET ASSETS (Continued)

                                                                         Market
                                                          Number         Value
                                                         of Shares      (U.S. $)
                                                         ---------     ---------
   COMMON STOCK (Continued)
   Hong Kong - 6.79%
   Guangdong Kelon Electric Holding                        56,000      $  48,821
   IDT International                                      300,000         44,172
   Shenzhen Expressway                                    156,000         37,275
   South China Morning Post (Holdings)                     64,000         35,544
   Varitronix International                                26,000         49,700
                                                                       ---------
                                                                         215,512
                                                                       ---------

   India - 1.55%                                        
   Larsen & Toubro GDR                                      3,100         20,770
   Tata Engineering & Locom GDR                            10,200         28,560
                                                                       ---------
                                                                          49,330
                                                                       ---------

   Indonesia - 2.04%                                    
   PT Ramayana Lestari Sentosa                             66,000         13,532
   PT Semen Gresik                                         46,000         51,333
                                                                       ---------
                                                                          64,865
                                                                       ---------

   Japan - 17.80%                                       
   Arcland Sakamoto                                         5,000         36,533
   Asahi Printing & Packaging                               4,000         27,571
   Chudenko                                                 2,000         42,216
   Copal Electronics                                        7,000         42,054
   Daitec                                                   2,000         31,338
   Getz Brothers                                            7,000         29,551
   Kayaba Industry                                         21,000         32,222
   Koito Manufacturing                                     12,000         50,075
   Nichido Fire & Marine                                    9,000         45,301
   Seikagaku                                                6,000         33,221
   Tokyo Denpa                                              4,000         29,227
   Ube-Nitto Kasei                                         14,000         51,147
   York-Benimaru                                            4,000        114,634
                                                                       ---------
                                                                         565,090
                                                                       ---------

   Malaysia - 1.42%                                     
   Kumpulan Guthrie                                        54,000         25,136
*  Leader Universal Holdings                               93,000         19,994
                                                                       ---------
                                                                          45,130
                                                                       ---------

   Netherlands - 1.77%
   Koninklijke Van Ommeren                                  1,760         56,217
                                                                       ---------
                                                                          56,217
                                                                       ---------

   New Zealand - 4.34%
*  Auckland International Airport                          31,000         34,350
   Fisher & Paykel Industries                               9,700         30,309
   Fletcher Challenge Building                             14,534         18,318
   The Warehouse Group                                     19,800         54,797
                                                                       ---------
                                                                         137,774
                                                                       ---------


                                     Page 2

<PAGE>

INTERNATIONAL SMALL CAP SERIES
STATEMENT OF NET ASSETS (Continued)

                                                                         Market
                                                          Number         Value
                                                         of Shares      (U.S. $)
                                                         ---------     ---------
   COMMON STOCK (Continued)
   Peru - 0.61%
   Creditcorp LTD                                           1,760      $  19,360
                                                                       ---------
                                                                          19,360
                                                                       ---------
                                                     
   Philippines - 1.33%                               
*  Aboitiz Equity Ventures                                992,000         42,352
                                                                       ---------
                                                                          42,352
                                                                       ---------
                                                     
                                                     
   Singapore - 7.28%                                 
   DBS Land                                                28,000         39,915
   Mandarin Oriental International                         75,000         59,250
   Overseas Union Bank                                     21,000         84,713
   Rothmans Industries                                      8,300         47,328
                                                                       ---------
                                                                         231,206
                                                                       ---------
                                                     
   South Africa - 3.52%                              
   Anglo American Coal                                      1,298         74,729
   Iscor                                                  154,000         37,077
                                                                       ---------
                                                                         111,806
                                                                       ---------
   Spain - 8.40%                                     
   Aumar-Autopistas del Mare                                3,300         80,180
   Corporacion Mapfre                                       1,430         39,708
   Dragados & Construcciones                                1,600         51,815
   Empresa Nacional de Celulosa                             2,000         32,211
   Zardoya Otis                                             2,041         62,413
                                                                       ---------
                                                                         266,327
                                                                       ---------
                                                     
   Taiwan - 1.28%                                    
*  Yageo GDR                                                5,600         40,600
                                                                       ---------
                                                                          40,600
                                                                       ---------
                                                     
   Thailand - 1.40%                                  
*  Hana Microelectronics                                   13,000         32,365
*  K.R. Precision                                          13,600         12,227
                                                                       ---------
                                                                          44,592
                                                                       ---------
                                                     
   United Kingdom - 14.82%                           
   Arriva                                                   5,180         35,723
   Avon Rubber                                              2,800         18,894
   Booker                                                   5,600          6,236
   Charter                                                  4,900         23,081
   Dairy Crest Group                                        7,000         42,154
   Delta                                                   14,000         29,219
   Glynwed International                                   18,000         49,891
   Greenalls Group                                          8,200         48,568


                                     Page 3

<PAGE>

INTERNATIONAL SMALL CAP SERIES                 
STATEMENT OF NET ASSETS (Continued)

<TABLE>
<CAPTION>
                                                                                              Market
                                                                             Number           Value
                                                                            of Shares        (U.S. $)
                                                                           ----------       ----------
COMMON STOCK (Continued)                                        
United Kingdom - (Continued)                                    
Ibstock                                                                        34,400       $   32,918
Keller Group                                                                    9,300           29,920
Matthew Clark                                                                  10,350           41,153
Mirror Group                                                                   18,200           43,840
Taylor Woodrow                                                                 25,900           68,797
                                                                                            ----------
                                                                                               470,394
                                                                                            ----------
Total Common Stock (cost $3,067,044)                                                         3,152,779
                                                                                            ----------



<CAPTION>                                                                                 
                                                                           Principal      
                                                                             Amount       
                                                                           ---------
<S>                                                                        <C>              <C>
REPURCHASE AGREEMENTS - 0.69%
With Chase Manhattan 5.25% 12/01/98
     (dated 11/30/98, collateralized by $5,000
     U.S. Treasury Notes 6.25% due 10/31/01,
     market value $5,034 and $3,000 U.S. Treasury
     Notes 5.50% due 02/28/03, market value $3,210)                        $    8,080            8,080
With J.P. Morgan Securities 5.15% 12/01/98
     (dated 11/30/98, collateralized by $2,000
     U.S. Treasury Notes 5.75% due 10/31/00,
     market value $1,678 and $2,000 U.S. 
     Treasury Notes 7.50% due 11/15/01,
     market value $2,127 and $2,000 U.S. 
     Treasury Notes 6.375% due 08/15/02,
     market value $2,581)                                                       6,240           6,240
With PaineWebber 5.29% 12/01/98
     (dated 11/30/98, collateralized by $5,000
     U.S. Treasury Bills due 02/18/99,
     market value $4,755 and $2,000
     U.S. Treasury Notes 5.875% due 11/15/99,
     market value $2,434 and $1,000
     U.S. Treasury Notes 5.875%
     due 02/15/00, market value $651)                                           7,680            7,680
                                                                                            ----------
Total Repurchase Agreements (cost $22,000)                                                      22,000
                                                                                            ----------


TOTAL MARKET VALUE OF SECURITIES - 100.00%
(cost $3,089,044)                                                                           $3,174,779
RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES- 0.00%                                               9
                                                                                            ----------
NET ASSETS APPLICABLE TO 352,943 SHARES
($0.01 PAR VALUE)  OUTSTANDING - 100.00%                                                    $3,174,788
                                                                                            ==========

NET ASSET VALUE - INTERNATIONAL SMALL CAP SERIES A CLASS
($9 / 1 share)                                                                              $     9.00
                                                                                            ==========
NET ASSET VALUE - INTERNATIONAL SMALL CAP SERIES INSTITUTIONAL CLASS
($3,174,779 / 352,942 shares)                                                               $     9.00
                                                                                            ==========
</TABLE>


                                     Page 4

<PAGE>

INTERNATIONAL SMALL CAP SERIES
STATEMENT OF NET ASSETS (Continued)

<TABLE>
<S>                                                                                         <C>       
COMPONENTS OF NET ASSETS AT NOVEMBER 30, 1998:
Common stock, $0.01 par value, 150,000,000 shares
   authorized  to  the  Series  with 50,000,000 shares allocated to
   International Small Cap Series A Class, 25,000,000 shares allocated to
   International Small Cap Series B Class, 25,000,000 shares allocated to
   International Small Cap Series C Class and
   50,000,000 shares allocated to International
   Small Cap Series Institutional Class                                                     $2,999,852
Undistributed net investment income**                                                           62,486
Accumulated net realized gain on investments                                                    26,614
Net unrealized appreciation of investments and foreign currencies                               85,836
                                                                                            ----------
Total net assets                                                                            $3,174,788
                                                                                            ==========
</TABLE>

- ----------
*    Non-income producing security for the period ended November 30, 1998.
**   Undistributed net investment income includes net realized gains (losses) on
     foreign currencies. Net realized gains (losses) on foreign currencies are
     treated as net investment income in accordance with provisions of the
     Internal Revenue Code

ADR - American Depository Receipt
GDR - Global Depository Receipt

<TABLE>
<S>                                                                                         <C>       
NET ASSET VALUE AND OFFERING PRICE PER SHARE -
INTERNATIONAL SMALL CAP SERIES
Net asset value A Class (A)                                                                 $     9.00
Sales charge (5.75% of offering price or 6.11% of the amount invested
     per share)(B)                                                                                0.55
                                                                                            ----------
Offering price                                                                              $     9.55
                                                                                            ==========
</TABLE>

(A)  Net asset value per share, as illustrated, is the estimated amount which
     would be paid upon redemption or repurchase of shares.
(B)  See How to Buy Shares in the current prospectus for purchases of $50,000 or
     more.

                             See accompanying notes


                                     Page 5

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. -
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                      International
                                                                         Global Opportunities           Small Cap
                                                                                Series                    Series
                                                                              Year ended               12/19/97* to
                                                                               11/30/98                 11/30/98
                                                                         --------------------         -------------
<S>                                                                           <C>                       <C>      
INVESTMENT INCOME:
Interest                                                                      $   4,702                 $  14,068
Dividends                                                                       100,712                    99,089
Foreign tax withheld                                                             (4,830)                   (9,739)
                                                                              ---------                 ---------
                                                                                100,584                   103,418
                                                                              ---------                 ---------
EXPENSES:                                                                                          
Management fees                                                                  25,114                    37,005
Custodian fees                                                                    3,641                    10,161
Registration fees                                                                 2,190                     3,140
Professional fees                                                                 2,480                     2,570
Accounting and administration                                                     1,260                     1,138
Reports and statements to shareholders                                            1,625                     2,710
Dividend disbursing and transfer agent fees and expenses                          1,418                       782
Directors' fees                                                                     728                       595
Taxes (other than taxes on income)                                                  645                       199
Other                                                                               361                     2,044
                                                                              ---------                 ---------
                                                                                 39,462                    60,344
Less expenses absorbed or waived by Delaware International Advisers Ltd         (14,237)                  (23,551)
                                                                              ---------                 ---------
Total expenses                                                                   25,225                    36,793
                                                                              ---------                 ---------
                                                                                                   
NET INVESTMENT INCOME                                                            75,359                    66,625
                                                                              ---------                 ---------
                                                                                                   
NET REALIZED AND UNREALIZED GAIN (LOSS)                                                            
   ON INVESTMENTS AND FOREIGN CURRENCIES:                                                          
Net realized gain (loss) on:                                                                       
   Investments                                                                   68,463                    26,614
   Foreign currencies                                                              (881)                   (4,139)
                                                                              ---------                 ---------
Net realized gain                                                                67,582                    22,475
Net change in unrealized appreciation /                                                            
 depreciation of investments and foreign currencies                             207,851                    85,836
                                                                              ---------                 ---------
                                                                                                   
NET REALIZED AND UNREALIZED GAIN                                                                   
   ON INVESTMENTS AND FOREIGN CURRENCIES                                        275,433                   108,311
                                                                              ---------                 ---------
                                                                                                   
NET INCREASE  IN NET ASSETS RESULTING                                                              
   FROM OPERATIONS                                                            $ 350,792                 $ 174,936
                                                                              =========                 =========
</TABLE>

*    Date of commencement of operations.

                             See accompanying notes


                                     Page 1

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                                  International
                                                                                                                    Small Cap
                                                                              Global Opportunities Series            Series
                                                                              Year ended        7/22/97* to        12/19/97* to
                                                                               11/30/98          11/30/97           11/30/98
                                                                             -----------        -----------       -------------
<S>                                                                          <C>                <C>                <C>        
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income                                                        $    75,359        $    19,984        $    66,625
Net realized gain on investments and foreign currencies                           67,582              3,448             22,475
Net change in unrealized appreciation / depreciation of
investments and foreign currencies                                               207,851           (120,372)            85,836
                                                                             -----------        -----------        -----------
Net increase (decrease) in net assets resulting from operations                  350,792            (96,940)           174,936
                                                                             -----------        -----------        -----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income:
    A Class                                                                          (57)                --                 --
    Institutional Class                                                          (38,823)                --                 --
                                                                             -----------        -----------        -----------
                                                                                 (38,880)                --                 --
                                                                             -----------        -----------        -----------

CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
    A Class                                                                        7,781              6,308              5,661
    Institutional Class                                                               --          3,000,009          3,000,009
Net asset value of shares issued upon reinvestment
of dividends from net investment income:
    A Class                                                                           57                 --                 --
    Institutional Class                                                           38,823                 --                 --
                                                                             -----------        -----------        -----------
                                                                                  46,661          3,006,317          3,005,670
                                                                             -----------        -----------        -----------
Cost of shares repurchased:
   A Class                                                                        (2,516)                --             (5,818)
   Institutional Class                                                                --                 --                 --
                                                                             -----------        -----------        -----------
                                                                                  (2,516)                --             (5,818)
                                                                             -----------        -----------        -----------
Increase in net assets derived from capital
   share transactions                                                             44,145          3,006,317          2,999,852
                                                                             -----------        -----------        -----------

NET INCREASE IN NET ASSETS                                                       356,057          2,909,377          3,174,788

NET ASSETS:
Beginning of period                                                            2,909,377                 --                 --
                                                                             -----------        -----------        -----------
End of period                                                                $ 3,265,434        $ 2,909,377        $ 3,174,788
                                                                             ===========        ===========        ===========
</TABLE>

- ----------
*    Date of commencement of operations.


                             See accompanying notes


                                     Page 1

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
FINANCIAL HIGHLIGHTS
Selected data for each share of the Series outstanding throughout each period
were as follows:

<TABLE>
<CAPTION>
                                                                                         Global Opportunities Series                
                                                                                  A Class                   Institutional Class     
                                                                        ---------------------------     --------------------------- 
                                                                           Year         7/22/97 (1)        Year         7/22/97 (1) 
                                                                          Ended             To            Ended             To      
                                                                         11/30/98        11/30/97        11/30/98        11/30/97   
                                                                        -----------     -----------     -----------     ----------- 
<S>                                                                     <C>             <C>             <C>             <C>         
Net asset value, beginning of period                                    $     8.230     $     8.500     $     8.230     $     8.500 
                                                                                                                                    
Income (loss) from investment operations:                                                                                           
   Net investment income (2)                                                  0.210           0.056           0.210           0.056 
   Net realized and unrealized gain (loss) on investments
    and foreign currencies                                                    0.770          (0.326)          0.760          (0.326)
                                                                        -----------     -----------     -----------     ----------- 
   Total from investment operations                                           0.980          (0.270)          0.970          (0.270)
                                                                        -----------     -----------     -----------     ----------- 
                                                                                                                                    
Less dividends:                                                                                                                     
   Dividends from net investment income                                      (0.110)            --           (0.110)            --  
                                                                        -----------     -----------     -----------     ----------- 
   Total dividends                                                           (0.110)            --           (0.110)            --  
                                                                        -----------     -----------     -----------     ----------- 
                                                                                                                                    
Net asset value, end of period                                          $     9.100     $     8.230     $     9.090     $     8.230 
                                                                        ===========     ===========     ===========     =========== 
                                                                                                                                    
Total return (3)                                                             12.07%          (3.18%)         11.95%          (3.18%)
                                                                                                                                    
Ratios and supplemental data:                                                                                                       
    Net assets, end of period (000 omitted)                                     $13              $6          $3,253          $2,903 
    Ratio of expenses to average net assets                                   0.80%           0.80%           0.80%           0.80% 
    Ratio of expenses to average net assets prior to expense                                                                        
     limitation                                                               1.55%           2.16%           1.25%           1.86% 
    Ratio of net investment income to average net assets                      2.40%           1.86%           2.40%           1.86% 
    Ratio of net investment income to average net assets prior                                                                      
     to expense limitation                                                    1.65%           0.50%           1.95%           0.80% 
    Portfolio turnover                                                          50%             25%             50%             25% 


<CAPTION>
                                                                              International
                                                                           Small Cap Series (4)
                                                                           Institutional Class
                                                                           --------------------
                                                                               12/19/97 (1)
                                                                                    To
                                                                                 11/30/98
                                                                                ----------
<S>                                                                             <C>       
Net asset value, beginning of period                                            $    8.500

Income (loss) from investment operations:
   Net investment income (2)                                                         0.191
   Net realized and unrealized gain (loss) on investments 
    and foreign currencies                                                           0.309
                                                                                ----------
   Total  from investment operations                                                 0.500
                                                                                ----------

Less dividends:
   Dividends from net investment income                                                --
                                                                                ----------
   Total dividends                                                                     --
                                                                                ----------

Net asset value, end of period                                                  $    9.000
                                                                                ==========

Total return (3)                                                                     5.88%

Ratios and supplemental data:
    Net assets, end of period (000 omitted)                                         $3,175
    Ratio of expenses to average net assets                                          1.25%
    Ratio of expenses to average net assets prior to expense
     limitation                                                                      2.05%
    Ratio of net investment income to average net assets                             2.25%
    Ratio of net investment income to average net assets prior
     to expense limitation                                                           1.45%
    Portfolio turnover                                                                  4%
</TABLE>

- ----------
(1)  Date of commencement of operations; ratios have been annualized and total
     return has not been annualized.
(2)  Per share information was based on the average shares outstanding method.
(3)  Total investment return is based on the change in net asset value of a
     share during the period and assumes reinvestment of distributions at net
     asset value and does not reflect the impact of a sales charge.
(4)  As of November 30, 1998, the A Class had one share outstanding,
     representing the initial seed purchase. Data for this class is excluded
     because the data is not believed to be meaningful.



                             See accompanying notes


                                     Page 1

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998

Delaware Group Global & International Funds, Inc. (the "Fund") is registered as
a Maryland corporation and offers six series: the International Equity Series,
the Global Bond Series, the Global Equity Series (formerly the Global Assets
Series), the Emerging Markets Series, the Global Opportunities Series (formerly
the Global Equity Series) and the International Small Cap Series. These
financial statements and the related notes pertain to the Global Opportunities
Series and the International Small Cap Series (the "Series"). The Global
Opportunities Series and the International Small Cap Series are registered as
diversified open-end investment companies under the Investment Company Act of
1940, as amended. Each Series offers four classes of shares. The A Class carries
a front-end sales charge of 5.75%. The B Class carries a back-end deferred sales
charge, the C Class carries a level load sales charge and the Institutional
Class has no sales charge. As of November 30, 1998, only the A and Institutional
Classes have commenced operations.

The investment objective of each Series is as follows:

Global Opportunities Series: To seek long-term growth without undue risk to
principal by investing primarily in U.S. and foreign equity securities with the
potential for capital appreciation and income.

International Small Cap Series: To seek long-term capital appreciation by
investing primarily in equity securities of small non-U.S. companies which may
include companies located or operating in established or emerging countries.

1.   Significant Accounting Policies

The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Fund.

Security Valuation - Securities listed on an exchange are valued at the last
quoted sales price as of the close of the NYSE on the valuation date. Securities
not traded or securities not listed on an exchange are valued at the mean of the
last quoted bid and asked prices. Securities listed on a foreign exchange are
valued at the last quoted sales price before each Series is valued. Money market
instruments having less than 60 days to maturity are valued at amortized cost,
which approximates market value. Other securities and assets for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the direction of the Fund's Board of Directors.


                                    Page 13

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)

1.   Significant Accounting Policies (Continued)

Federal Income Taxes - Each Series intends to qualify or to continue to qualify
as a regulated investment company and make the requisite distributions to
shareholders. Accordingly, no provision for federal income taxes has been made
in the financial statements. Income and capital gain distributions are
determined in accordance with federal income tax regulations, which may differ
from generally accepted accounting principles.

Class Accounting - Investment income, common expenses and realized and
unrealized gain (loss) on investments are allocated to the various classes of
each Series on the basis of daily net assets of each class. Distribution
expenses relating to a specific class are charged directly to that class.

Repurchase Agreements - Each Series may invest in a pooled cash account along
with other members of the Delaware Investments Family of Funds. The aggregate
daily balance of the pooled cash account is invested in repurchase agreements
secured by obligations of the U.S. government. The respective collateral is held
by the custodian bank until the maturity of the respective repurchase
agreements. Each repurchase agreement is at least 100% collateralized. However,
in the event of default or bankruptcy by the counterparty to the agreement,
realization of the collateral may be subject to legal proceedings.

Foreign Currency Transactions - Transactions denominated in foreign currencies
are recorded at the prevailing exchange rates on the valuation date. The value
of all assets and liabilities denominated in foreign currencies are translated
into U.S. dollars at the exchange rate of such currencies against the U.S.
dollar as of 3:00 PM EST. Transaction gains or losses resulting from changes in
exchange rates during the reporting period or upon settlement of the foreign
currency transaction are reported in operations for the current period. It is
not practical to isolate that portion of both realized and unrealized gains and
losses on investments in equity securities in the statement of operations that
result from fluctuations in foreign currency exchange rates. The Series report
certain foreign currency related transactions as components of realized gains
(losses) for financial reporting purposes, whereas such components are treated
as ordinary income (loss) for federal income tax purposes.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

                                    Page 14

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)

1.   Significant Accounting Policies (Continued)

Other - Expenses common to all funds within the Delaware Investments Family of
Funds are allocated amongst the funds on the basis of average net assets.
Security transactions are recorded on the date the securities are purchased or
sold (trade date). Costs used in calculating realized gains and losses on the
sale of investment securities are those of the specific securities sold.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis. Foreign dividends are also recorded on the
ex-dividend date or as soon after the ex-dividend date that the Series are aware
of such dividends, net of all non-rebatable tax withholdings. Withholding taxes
on foreign dividends have been provided for in accordance with the Series'
understanding of the applicable country's tax rules and rates. Each Series
declares and pays dividends from net investment income capital gains annually
and from capital gains, if any, annually.

Certain expenses of the Series are paid through "soft dollar" arrangements with
brokers. The amount of these expenses is less than 0.01% of each Series' average
daily net assets.

2.   Investment Management and Other Transactions with Affiliates

In accordance with the terms of the Investment Management Agreement, each Series
pays Delaware International Advisers Ltd. ("DIAL"), the Investment Manager, an
annual fee based on its net assets. DIAL has entered into a sub-advisory
agreement with Delaware Management Company ("DMC"), an affiliate, with respect
to the management of the Global Opportunities Series' investments in U.S.
securities. DMC receives 50% of the management fee paid to DIAL for managing the
U.S. securities portion of the Global Opportunities Series. The management fee
rates are as follows:

                               Global          International
                            Opportunities        Small Cap
                               Series             Series
                            --------------------------------
Management fee as a
percentage of average
daily net assets (per annum)    0.80%              1.25%

DIAL has elected to waive its fees and reimburse each Series to the extent that
annual operating expenses, exclusive of taxes, interest, brokerage commissions,
extraordinary expenses and distribution expenses, exceed 0.80% for each class of
the Global Opportunities Series and 1.25% for each class of the International
Small Cap Series of the average daily net assets for each Series through May 31,
1999.

The Series have engaged Delaware Service Company, Inc. ("DSC"), an affiliate of
DMC, to provide dividend disbursing, transfer agent and accounting services.
Each Series pays DSC a monthly fee based on the number of shareholder accounts,
shareholder transactions and average net assets, subject to certain minimums.


                                    Page 15

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)

2.   Investment Management and Other Transactions with Affiliates (Continued)

On November 30, 1998, the Series had payables to affiliates as follows:

                                              Global          International
                                          Opportunities        Small Cap
                                              Series             Series
                                          ---------------------------------
Investment Management fee
payable to DIAL ...........................   $ 703             $ 1,522
Dividend disbursing, transfer
agent fees, accounting fees and
other expenses payable to DSC .............     254                 186

Pursuant to the Distribution Agreement, each Series pays Delaware Distributors,
L.P. ("DDLP"), the Distributor and an affiliate of DMC, an annual fee not to
exceed 0.30% of the average daily net assets of the A Class and 1.00% of the
average daily net assets of the B and C Classes. DDLP has elected voluntarily to
waive such fees through May 31, 1999.

Certain officers of DMC, DSC and DDLP are officers, directors and/or employees
of the Fund. These officers, directors and employees are paid no compensation by
the Fund.

3.   Investments

During the period ended November 30, 1998, each Series made purchases and sales
of investment securities other than U.S. government securities and temporary
cash investments as follows:

                                              Global          International
                                          Opportunities        Small Cap
                                              Series             Series
                                          ---------------------------------
Purchases ..............................   $1,607,593          $3,149,319
Sales ..................................    1,514,176             107,116

At November 30, 1998, the aggregate cost of securities and unrealized
appreciation (depreciation) for federal income tax purposes for each Series were
as follows:

                                              Global          International
                                          Opportunities        Small Cap
                                              Series             Series
                                          ---------------------------------
Cost of investments ................        $3,173,393         $3,089,044
                                          =================================
Aggregate unrealized appreciation           $  394,874         $  478,203
Aggregate unrealized depreciation             (312,941)          (392,468)
                                          ---------------------------------
Net unrealized appreciation ........        $   81,933         $   85,735
                                          =================================


                                    Page 16

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)

4.   Capital Stock

Transactions in capital stock shares were as follows:

                                     Global                        International
                                  Opportunities                      Small Cap
                                     Series                           Series
                                  -------------                    -------------
                                   Year Ended      7/22/97* to      12/19/97* to
                                    11/30/98       11/30/97         11/30/98
                                  ----------------------------------------------
Shares sold:
A Class                                942            740                598
Institutional Class                     -         352,943            352,942
                                   -------        -------            -------

Shares issued upon reinvestment of dividends from 
net investment income:

A Class                                  7             -                  -
Institutional Class                  4,787             -                  -
                                   -------        -------            -------
                                     5,736        353,683            353,540
                                   -------        -------            -------
Shares repurchased:
A Class                               (295)            -                (597)
Institutional Class                     -              -                  -
                                   -------        -------            -------
                                      (295)            -                (597)
                                   -------        -------            -------
Net increase                         5,441        353,683            352,943
                                   =======        =======            =======

* Date of  commencement of operations.

5.   Lines of Credit

The Global Opportunities Series has a committed line of credit of $100,000. No
amounts were outstanding at November 30, 1998, or at any time during the fiscal
year.

6.   Foreign Exchange Contracts

A Series will generally enter into forward foreign currency contracts as a way
of managing foreign exchange rate risk. A Series may enter into these contracts
to fix the U.S. dollar value of a security that it has agreed to buy or sell for
the period between the date the trade was entered into and the date the security
is delivered and paid for. A Series may also use these contracts to hedge the
U.S. dollar value of securities it already owns denominated in foreign
currencies.

Forward foreign currency contracts are valued at the mean between the bid and
asked prices of the contracts and are marked-to-market daily. Interpolated
values are derived when the settlement date of the contract is an interim date
for which quotations are not available. The change in market value is recorded
as an unrealized gain or loss. When the contract is closed, a realized gain or
loss equal to the difference between the value of the contract at the time it
was opened and the value at the time it was closed is recorded.


                                    Page 17

<PAGE>

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)

6.   Foreign Exchange Contracts (Continued)

The use of forward foreign currency contracts does not eliminate fluctuations in
the underlying prices of the securities, but it does establish a rate of
exchange that can be achieved in the future. Although forward foreign currency
contracts limit the risk of loss due to a decline in the value of the hedged
currency, they also limit any potential gain that might result should the value
of the currency increase. In addition, a Series could be exposed to risks if the
counterparties to the contracts are unable to meet the terms of their contracts.

The following forward foreign currency contracts were outstanding at November
30, 1998:

Global Opportunities Series
                                         Value of
Contracts to             In Exchange   Contract at    Settlement    Unrealized
  Deliver                    For         11/30/98        Date      Appreciation
  -------                    ---         --------        ----      ------------

145,344 British Pounds    $245,000       $239,204       1/29/99       $5,796

7.   Market and Credit Risk

Some countries in which the Series may invest require governmental approval for
the repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if there is a deterioration in a
country's balance of payments or for other reasons, a country may impose
temporary restrictions on foreign capital remittances abroad.

The securities exchanges of certain foreign markets are substantially smaller,
less liquid and more volatile than the major securities markets in the United
States. Consequently, acquisition and disposition of securities by the Series
may be inhibited. In addition, a significant proportion of the aggregate market
value of equity securities listed on the major securities exchanges in emerging
markets are held by a smaller number of investors. This may limit the number of
shares available for acquisition or disposition by the Series.

Each Series may invest up to 10% of its total assets in illiquid securities
which may include securities with contractual restrictions on resale, securities
exempt from registration under Rule 144A of the Securities Act of 1933, as
amended, and other securities which may not be readily marketable. The relative
illiquidity of some of these securities may adversely affect the Series' ability
to dispose of such securities in a timely manner and at a fair price when it is
necessary to liquidate such securities.


                                    Page 18

<PAGE>


                         Report of Independent Auditors

To the Shareholders and Board of Directors Delaware Group Global & International
Funds, Inc.

We have audited the accompanying statements of net assets of Delaware Group
Global & International Funds, Inc. (Global Opportunities Series and
International Small Cap Series) (the "Funds") as of November 30, 1998, and the
related statements of operations, statements of changes in net assets and
financial highlights for each of the periods indicated therein. These financial
statements and financial highlights are the responsibility of the Funds'
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 November 30, 1998, by correspondence with the Funds'
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 each
of the respective series of Delaware Group Global & International Funds, Inc. at
November 30, 1998, and the results of their operations, the changes in their net
assets and their financial highlights for each of the periods indicated therein,
in conformity with generally accepted accounting principles.


                                        /s/Ernst & Young LLP

Philadelphia, Pennsylvania
January 8, 1999



                                    Page 19

<PAGE>

DELAWARE GROUP EQUITY FUNDS V, INC. - RETIREMENT INCOME FUND
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998

Delaware Group Equity Funds V, Inc. is registered as a diversified open-end
investment company under the Investment Company Act of 1940, as amended.
Delaware Group Equity Funds V, Inc. currently offers two Funds: Small Cap Value
Fund and Retirement Income Fund. These financial statements and related notes
pertain to Retirement Income Fund (the "Fund"). The Fund is organized as a
Maryland Corporation and offers four classes of shares. The Retirement Income
Fund A Class carries a front-end sales charge of 5.75%. The Retirement Income
Fund B Class carries a back-end deferred sales charge. The Retirement Income
Fund C Class carries a level load deferred sales charge and Retirement Income
Fund Institutional Class has no sales charge. As of November 30, 1998, only the
Retirement Income Fund A Class and the Retirement Income Fund Institutional
Class have commenced operations.

The objective of the Fund is to seek to provide investors with high current
income and an investment that has the potential for capital appreciation.

1.  Significant Accounting Policies
The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Fund.

Security Valuation- Securities listed on an exchange are valued at the last
quoted sales price as of the close of the NYSE on the valuation date. Securities
not traded or securities not listed on an exchange are valued at the mean of the
last quoted bid and asked prices. Long-term debt securities are valued by an
independent pricing service and such prices are believed to reflect the fair
value of such securities. Other securities and assets for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the direction of the Fund's Board of Directors.

Federal Income Taxes- The Fund intends to continue to qualify as a regulated
investment company and make the requisite distributions to shareholders.
Accordingly, no provision for federal income taxes has been made in the
financial statements. Income and capital gain distributions are determined in
accordance with federal income tax regulations, which may differ from generally
accepted accounting principles.

Class Accounting- Investment income, common expenses and realized and unrealized
gain (loss) on investments are allocated to the various classes of the Fund on
the basis of daily net assets of each class. Distribution expenses relating to a
specific class are charged directly to that class.

Use of Estimates- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Other- Expenses common to all funds within the Delaware Investments Family of
Funds are allocated amongst the funds on the basis of average net assets.
Security transactions are recorded on the date the securities are purchased or
sold (trade date). Costs used in calculating realized gains and losses on the
sale of investment securities are those of the specific securities sold.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis. Original issue discounts are accreted to interest
income over the lives of the respective securities.

Certain Fund expenses are paid through "soft dollar" arrangements with brokers.
The amount of these expenses is less than 0.01% of the Fund's average daily net
assets.


                                     Page 9

<PAGE>

DELAWARE GROUP EQUITY FUNDS V, INC. - RETIREMENT INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

2. Investment Management and Other Transactions with Affiliates In accordance
with the terms of the Investment Management Agreement, the Fund pays Delaware
Management Company (DMC), the Investment Manager of the Fund, an annual fee
which is calculated daily at the rate of 0.65% on the first $500 million of
average daily net assets, 0.625% on the next $500 million and 0.60% on the
average daily net assets in excess of $1 billion. At November 30, 1998 the Fund
had a liability for expenses payable to DMC of $388.

DMC has elected to waive that portion if any of the management fee and reimburse
the Fund to the extent that annual operating expenses exclusive of taxes,
interest, distribution fees, brokerage commissions and extraordinary expenses,
exceed 0.75% of average daily net assets of the Fund through May 31, 1999.

The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC,
to provide dividend disbursing, transfer agent and accounting services. The Fund
pays DSC a monthly fee based on the number of shareholder accounts, shareholder
transactions and average net assets, subject to certain minimums. At November
30, 1998, the Fund had a liability for such fees and other expenses payable to
DSC of $175.

Pursuant to the Distribution Agreement, the Fund pays Delaware Distributors,
L.P. (DDLP), the Distributor and an affiliate of DMC, an annual fee not to
exceed 0.30% of the average daily net assets of the A Class and 1.00% of the
average daily net assets of the B and C Classes. DDLP has elected voluntarily to
waive its rights to receive 12b-1 Plan fees (including service fees) from the
commencement of operations of A Class shares of the Fund through May 31, 1999.

Certain officers of DMC, DSC and DDLP are officers, directors and/or employees
of the Fund. These officers, directors and employees are paid no compensation by
the Fund.

3. Investments
During the year ended November 30, 1998, the Fund made purchases of $2,932,989
and sales of $2,561,477 of investment securities other than U.S. government
securities and temporary cash investments.

At November 30, 1998, the aggregate cost of securities for federal income tax
purposes was $2,854,360.

At November 30, 1998, net unrealized appreciation for federal income tax
purposes aggregated $128,223 of which $243,903 related to unrealized
appreciation of securities and $115,680 related to unrealized depreciation of
securities.


                                    Page 10

<PAGE>

DELAWARE GROUP EQUITY FUNDS V, INC. - RETIREMENT INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Continued)


4. Capital Stock
Transactions in capital stock shares were as follows:

<TABLE>
<CAPTION>
                                                                                 12/02/96 *
                                                                 Year Ended          to
                                                                  11/30/98        11/30/97 
                                                                  --------        --------
<S>                                                                  <C>               <C>
Shares sold:
A Class                                                              2,120             742
Institutional Class                                                  1,251         235,295

Shares issued upon reinvestment of distributions from net
investment income and net realized gain on investments:
A Class                                                                 83            --
Institutional Class                                                 42,186           1,137
                                                                  --------        --------
                                                                    45,640         237,174
                                                                  --------        --------
Shares repurchased:
Retirement Income Fund A Class                                        (700)           --
Retirement Income Fund Institutional Class                            (185)           --   
                                                                  --------        --------
                                                                      (885)           --
                                                                  --------        --------
Net increase                                                        44,755         237,174
                                                                  ========        ========
</TABLE>

* Date of commencement of operations.

5.  Line of Credit
The Fund has a committed line of credit for $100,000. No amount was outstanding
at November 30, 1998, or at anytime during the fiscal year.

6.  Market and Credit Risk
The Fund may invest up to 15% of its total assets in illiquid securities which
may include securities with contractual restrictions on resale, securities
exempt from registration under Rule 144A of the Securities Act of 1933, as
amended, and other securities which may not be readily marketable. The relative
illiquidity of some of these securities may adversely affect the Fund's ability
to dispose of such securities in a timely manner and at a fair price when it is
necessary to liquidate such securities.


                                    Page 11

<PAGE>


                         Report of Independent Auditors

To the Shareholders and Board of Directors
Delaware Group Equity Funds V, Inc. - Retirement Income Fund

We have audited the accompanying statement of net assets of Delaware Group
Equity Funds V, Inc. - Retirement Income Fund (the "Fund") as of November 30,
1998, and the related statement of operations for the year then ended, and the
statements of changes in net assets and 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 November 30, 1998, by correspondence with the Fund's
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 Equity Funds V, Inc. - Retirement Income Fund at November 30,
1998, and the results of its operations for the year then ended, and the changes
in its net assets and its financial highlights for each of the periods indicated
therein, in conformity with generally accepted accounting principles.



                                        /s/Ernst & Young LLP

Philadelphia, Pennsylvania
January 8, 1999


                                    Page 12

<PAGE>

                         Report of Independent Auditors


To the Shareholders and Board of Directors
Delaware Group Equity Funds II, Inc. - Diversified Value Fund

We have audited the accompanying statement of net assets of Delaware Group
Equity Funds II, Inc. - Diversified Value Fund (the "Fund") as of November 30,
1998, and the related statement of operations, the statement of changes in net
assets, and the financial highlights for the period September 16, 1998
(commencement of operations) to November 30, 1998. 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 audit.

We conducted our audit 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 November 30, 1998, by correspondence with the Fund's 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 audit provides 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 Equity Funds II, Inc. - Diversified Value Fund at November 30,
1998, and the results of its operations, the changes in its net assets, and its
financial highlights for the period September 16, 1998 (commencement of
operations) to November 30, 1998, in conformity with generally accepted
accounting principles.


                                        /s/Ernst & Young LLP

Philadelphia, Pennsylvania
January 8, 1999



                                     Page 13

<PAGE>

DELAWARE GROUP EQUITY FUNDS II, INC. - DIVERSIFIED VALUE FUND
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998


Delaware Group Equity Funds II, Inc. (the "Company") is registered as a
diversified open-end investment company under the Investment Company Act of
1940, as amended. The Company is organized as a Maryland Corporation and offers
five series: the Decatur Income Fund, the Decatur Total Return Fund, the Blue
Chip Fund, the Social Awareness Fund and the Diversified Value Fund. These
financial statements and related notes pertain to the Diversified Value Fund
(the "Fund"). The Fund offers four classes of shares. The Diversified Value Fund
A Class carries a front-end sales charge of 5.75%. The Diversified Value Fund B
Class carries a back-end deferred sales charge. The Diversified Value Fund C
Class carries a level load deferred sales charge and the Diversified Value Fund
Institutional Class has no sales charge. As of November 30, 1998 only the A and
Institutional Classes have commenced operations.

The objective of the Fund is capital appreciation with current income as a
secondary objective.

1.   Significant Accounting Policies

The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Fund.

Security Valuation- Securities listed on an exchange are valued at the last
quoted sales price as of the close of the NYSE on the valuation date. Securities
not traded or securities not listed on an exchange are valued at the mean of the
last quoted bid and asked prices. Money market instruments having less than 60
days to maturity are valued at amortized cost, which approximates market value.
Other securities and assets for which market quotations are not readily
available are valued at fair value as determined in good faith by or under the
direction of the Fund's Board of Directors.

Federal Income Taxes- The Fund intends to qualify as a regulated investment
company and make the requisite distributions to shareholders. Accordingly, no
provision for federal income taxes has been made in the financial statements.
Income and capital gain distributions are determined in accordance with federal
income tax regulations which may differ from generally accepted accounting
principles.

Class Accounting- Investment income, common expenses and realized and unrealized
gain (loss) on investments  are allocated to the various  classes of the Fund on
the basis of daily net assets of each class. Distribution expenses relating to a
specific class are charged directly to that class.


                                    Page 10

<PAGE>

DELAWARE GROUP EQUITY FUNDS II, INC. - DIVERSIFIED VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

1.   Significant Accounting Policies (Continued)

Repurchase Agreements- The Fund may invest in a pooled cash account along with
other members of the Delaware Investments Family of Funds. The aggregate daily
balance of the pooled cash account is invested in repurchase agreements secured
by obligations of the U.S. government. The respective collateral is held by the
Fund's custodian bank until the maturity of the respective repurchase
agreements. Each repurchase agreement is at least 100% collateralized. However,
in the event of default or bankruptcy by the counterparty to the agreement,
realization of the collateral may be subject to legal proceedings.

Use of Estimates- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Other- Expenses common to all funds within the Delaware Investments Family of
Funds are allocated amongst the funds on the basis of average net assets.
Security transactions are recorded on the date the securities are purchased or
sold (trade date). Costs used in calculating realized gains and losses on the
sale of investment securities are those of the specific securities sold.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis. The Fund declares and pays dividends from net
investment income and capital gains, if any, annually.

Certain expenses of the Fund are paid through "soft dollar" arrangements with
brokers. The amount of these expenses is less than 0.01% of the Fund's average
daily net assets.

2.   Investment Management and Other Transactions with Affiliates

In accordance with the terms of the Investment Management Agreement, the Fund
pays Delaware Management Company (DMC), the Investment Manager of the Fund, an
annual fee which is calculated at the rate of 0.65% on the first $500 million of
average daily net assets, 0.60% on the next $500 million, 0.55% on the next $1.5
billion and 0.50% on average daily net assets in excess of $2.5 billion. At
November 30, 1998, the Fund had a liability for other expenses payable to DMC of
$688.

DMC has elected to waive that portion, if any, of the management fee and
reimburse the Fund to the extent that annual operating expenses, exclusive of
taxes, interest, distribution fees, brokerage commissions and extraordinary
expenses, exceed 0.75% of average daily net assets of the Fund through May 31,
1999.


                                    Page 11

<PAGE>


DELAWARE GROUP EQUITY FUNDS II, INC. - DIVERSIFIED VALUE FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

2.   Investment Management and Other Transactions with Affiliates (Continued)

The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC,
to provide dividend disbursing, transfer agent and accounting and administration
services. The Fund pays DSC a monthly fee based on the number of shareholder
accounts, shareholder transactions and average net assets, subject to certain
minimums. At November 30, 1998, the Fund had a liability for such fees and other
expenses payable to DSC of $147.

Pursuant to the Distribution Agreement, the Fund pays Delaware Distributors,
L.P. (DDLP), the Distributor and an affiliate of DMC, an annual fee not to
exceed 0.30% of the average daily assets of the A Class and 1.00% of the average
daily net assets of the B and C Classes. DDLP has elected voluntarily to waive
such fees through May 31,1999.

Certain officers of DMC, DSC and DDLP are officers, directors and/or employees
of the Fund. These officers, directors and employees are paid no compensation by
the Fund.

3.   Investments

During the period ended November 30, 1998, the Fund made purchases of $2,325,348
and sales of $327,633 of investment securities other than U.S. government
securities and temporary cash investments.

At November 30, 1998, the aggregate cost of securities for federal income tax
purposes was $2,013,779.

At November 30, 1998, the net unrealized appreciation for federal income tax
purposes aggregated was $225,852 of which $244,115 related to unrealized
appreciation of securities and $18,263 related to unrealized depreciation of
securities.

4.   Capital Stock

Transactions in capital stock shares were as follows:


                                       9/15/98*
                                          to
                                       11/30/98
                                       -------
Shares sold:

A Class                                      1
Institutional Class                    235,295
                                       -------
Net increase                           235,296
                                       =======


* Date of commencement of operations.



                                    Page 12


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