<PAGE>
Delaware Balanced Fund (formerly Delaware Fund)
Devon Fund
Class A/ Class B/ Class C
Supplement to the current Prospectus dated January 15, 1999
At a Joint Annual/Special Meeting of Shareholders held on March 17,
1999, shareholders of each Fund listed above approved a number of changes
relating to the Funds.
Reclassification of Investment Objectives
-----------------------------------------
Shareholders of each of the Delaware Balanced and Devon Funds approved
a proposal to reclassify their Fund's investment objective from "fundamental" to
"non-fundamental."
Investment Management Fees
--------------------------
Shareholders also approved a new Investment Management Agreement for
their Fund between Delaware Group Equity Funds I, Inc. and Delaware Management
Company.
Under the new Investment Management Agreements, each Fund pays the
manager an annual fee equal to 0.65% on the first $500 million, 0.60% on the
next $500 million, 0.55% on the next $1.5 billion, and 0.50% on assets over $2.5
billion (all calculated as a percentage of the Fund's average daily net assets).
The new management fee for each Fund became effective on April 1, 1999.
In accordance with the new management fee, the following revises the
fee tables and expense examples currently found in the Funds' Prospectus on
pages 3 and 5:
<PAGE>
<TABLE>
<CAPTION>
DELAWARE BALANCED FUND Class A Class B Class C
<S> <C> <C> <C>
Management fees 0.63% 0.63% 0.63%
Distribution and service (12b-1) fees 0.21%(4) 1.00% 1.00%
Other expenses 0.27% 0.27% 0.27%
Total operating expenses 1.11% 1.90% 1.90%
</TABLE>
<TABLE>
<CAPTION>
Class A Class B(5) Class B(5) Class C Class C
(if redeemed) (if redeemed)
<S> <C> <C> <C> <C> <C>
1 year $682 $193 $693 $193 $293
3 years $908 $597 $897 $597 $597
5 years $1,157 $1,026 $1,226 $1,026 $1,026
10 years $1,849 $2,016 $2,016 $2,222 $2,222
</TABLE>
(4) The Board of Directors adopted a formula for calculating 12b-1 expenses
for Delaware Balanced Fund Fund's Class A shares that went into effect
on June 1, 1992. Under this formula, 12b-1 plan expenses will not be
more than 0.30% or less than 0.10%. Each share class is subject to a
separate 12b-1 plan.
(5) The Class B example reflects the conversion of Class B shares to Class
A shares after approximately eight years. Information for the ninth and
tenth years reflects expenses of the Class A shares.
<PAGE>
<TABLE>
<CAPTION>
DEVON FUND Class A Class B Class C
<S> <C> <C> <C>
Management fees 0.65% 0.65% 0.65%
Distribution and service (12b-1) fees 0.30% 1.00% 1.00%
Other expenses 0.50% 0.50% 0.50%
Total operating expenses(4) 1.45% 2.15% 2.15%
</TABLE>
<TABLE>
<CAPTION>
Class A Class B(6) Class B(6) Class C Class C
(if redeemed) (if redeemed)
<S> <C> <C> <C> <C> <C>
1 year $714 $218 $718 $218 $318
3 years $1,007 $673 $973 $673 $673
5 years $1,322 $1,154 $1,354 $1,154 $1,154
10 years $2,210 $2,305 $2,305 $2,483 $2,483
</TABLE>
(4) The investment manager has agreed to waive fees and pay expenses
through June 30, 1999 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees, extraordinary expenses
and 12b-1 fees from exceeding 1% of average daily net assets.
(6) The Class B example reflects the conversion of Class B shares to
Class A shares after approximately eight years. Information for the
ninth and tenth years reflects expenses of the Class A shares.
<PAGE>
Delaware Balanced Fund (formerly Delaware Fund)
Devon Fund
Institutional Class
Supplement to the current Prospectus dated January 15, 1999
(revised February 12, 1999)
At a Joint Annual/Special Meeting of Shareholders held on March 17,
1999, shareholders of each Fund listed above approved a number of changes
relating to the Funds.
Reclassification of Investment Objectives
-----------------------------------------
Shareholders of each of the Delaware Balanced and Devon Funds approved
a proposal to reclassify their Fund's investment objective from "fundamental" to
"non-fundamental."
Investment Management Fees
--------------------------
Shareholders also approved a new Investment Management Agreement for
their Fund between the Delaware Group Equity Funds I, Inc. and Delaware
Management Company.
Under the new Investment Management Agreements, each Fund pays the
manager an annual fee equal to 0.65% on the first $500 million, 0.60% on the
next $500 million, 0.55% on the next $1.5 billion, and 0.50% on assets over $2.5
billion (all calculated as a percentage of the Fund's average daily net assets).
The new management fee for each Fund became effective on April 1, 1999.
In accordance with the new management fee, the following revises the
fee tables and expense examples currently found in the Funds' Prospectus on
pages 3 and 5:
Delaware Balanced Fund Devon Fund
Management fees 0.63% 0.65%
Distribution and service (12b-1) fees none none
Other expenses 0.27% 0.50%
Total operating expenses 0.90% 1.15%(1)
- ------
(1) The investment manager has agreed to waive fees and pay expenses for
the Devon Fund in order to prevent total operating expenses (excluding
any taxes, interest, brokerage fees, and extraordinary expenses) from
exceeding 1% of average daily net
<PAGE>
Delaware Balanced Fund Devon Fund
1 year $ 92 $117
3 years $287 $365
5 years $498 $633
10 years $1,108 $1,398
<PAGE>
Decatur Equity Income Fund (formerly Decatur Income Fund)
Growth and Income Fund (formerly Decatur Total Return Fund)
Class A / Class B/ Class C
Supplement to the current Prospectus dated January 29, 1999
At a Joint Annual/Special Meeting of Shareholders held on March 17,
1999, shareholders of each Fund listed above approved a new Investment
Management Agreement for their Fund between Delaware Group Equity Funds II, Inc.
and Delaware Management Company.
Under the new Investment Management Agreements, each Fund pays the
manager an annual fee equal to 0.65% on the first $500 million, 0.60% on the
next $500 million, 0.55% on the next $1.5 billion, and 0.50% on assets over $2.5
billion (all calculated as a percentage of the Fund's average daily net assets).
The new management fee for each Fund became effective on April 1, 1999.
In accordance with the new management fee, the following revises the
fee tables and expense examples currently found in the Funds' Prospectus on
pages 3 and 5:
<PAGE>
<TABLE>
<CAPTION>
DECATUR EQUITY INCOME FUND Class A Class B Class C
<S> <C> <C> <C>
Management fees 0.58% 0.58% 0.58%
Distribution and service (12b-1) fees 0.20%(4) 1.00% 1.00%
Other expenses 0.22% 0.22% 0.22%
Total operating expenses 1.00% 1.80% 1.80%
</TABLE>
<TABLE>
<CAPTION>
Class A Class B(6) Class B(6) Class C Class C
(if redeemed) (if redeemed)
<S> <C> <C> <C> <C> <C>
1 year $671 $183 $683 $183 $283
3 years $875 $566 $866 $566 $566
5 years $1,096 $975 $1,175 $975 $975
10 years $1,729 $1,906 $1,906 $2,116 $2,116
</TABLE>
(4) The Board of Directors adopted a formula for calculating 12b-1 plan
expenses for Decatur Equity Income Fund's Class A shares that went into
effect on May 2, 1994. Under this formula, 12b-1 plan expenses will not
be more than 0.30% or less than 0.10%.
(6) The Class B example reflects the conversion of Class B shares to Class
A shares after approximately eight years. Information for the ninth and
tenth years reflects expenses of the Class A shares.
<PAGE>
<TABLE>
<CAPTION>
GROWTH AND INCOME FUND Class A Class B Class C
<S> <C> <C> <C>
Management fees 0.61% 0.61% 0.61%
Distribution and service (12b-1) fees 0.30% 1.00% 1.00%
Other expenses 0.26% 0.26% 0.26%
Total operating expenses 1.17% 1.87% 1.87%
</TABLE>
<TABLE>
<CAPTION>
Class A Class B(5) Class B(5) Class C Class C
(if redeemed) (if redeemed)
<S> <C> <C> <C> <C> <C>
1 year $687 $190 $690 $190 $290
3 years $925 $588 $888 $588 $588
5 years $1,182 $1,011 $1,211 $1,011 $1,011
10 years $1,914 $2,008 $2,008 $2,190 $2,190
</TABLE>
(5) The Class B example reflects the conversion of Class B shares to Class
A shares after approximately eight years. Information for the ninth and
tenth years reflects expenses of the Class A shares.
<PAGE>
Decatur Equity Income Fund (formerly Decatur Income Fund)
Growth and Income Fund (formerly Decatur Total Return Fund)
Institutional Class
Supplement to the current Prospectus dated January 29, 1999
At a Joint Annual/Special Meeting of Shareholders held on March 17,
1999, shareholders of each Fund listed above approved a new Investment
Management Agreement for their Fund between Delaware Group Equity Funds II, Inc.
and Delaware Management Company.
Under the new Investment Management Agreements, each Fund pays the
manager an annual fee equal to 0.65% on the first $500 million, 0.60% on the
next $500 million, 0.55% on the next $1.5 billion, and 0.50% on assets over $2.5
billion (all calculated as a percentage of the Fund's average daily net assets).
The new management fee for each Fund became effective on April 1, 1999.
In accordance with the new management fee, the following revises the
fee tables and expense examples currently found in the Funds' Prospectus
appearing on pages 3 and 5:
<PAGE>
Decatur Equity Income Growth and
Fund Income Fund
Management fees 0.58% 0.61%
Distribution and service (12b-1) fees none none
Other expenses 0.22% 0.26%
Total operating expenses 0.80% 0.87%
Decatur Equity Income Growth and
Fund Income Fund
1 year $82 $89
3 years $255 $278
5 years $444 $482
10 years $990 $1,073
<PAGE>
International Equity Fund
Class A / Class B/ Class C
Supplement to the current Prospectus dated March 30, 1999
At a shareholders' meeting held on April 13, 1999, shareholders of the
Fund approved a number of changes relating to the International Equity Fund.
Reclassification of Investment Objective
----------------------------------------
Shareholders of the International Equity Fund approved a proposal to
reclassify the Fund's investment objective from "fundamental" to
"non-fundamental."
Investment Management Fees
--------------------------
Shareholders also approved a new Investment Management Agreement for the
International Equity Fund between Delaware Group Global & International Funds,
Inc. and Delaware International Advisers Ltd. Under the new Investment
Management Agreement, the International Equity Fund pays the manager an annual
fee equal to 0.85% on the first $500 million, 0.80% on the next $500 million,
0.75% on the next $1.5 billion, and 0.70% on assets over $2.5 billion (all
calculated as a percentage of the Fund's average daily net assets). The new
management fee became effective on April 15, 1999.
In accordance with the new management fee, the following revises the
fee table and expense example currently found in the Fund's Prospectus found on
page 3:
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND Class A Class B Class C
<S> <C> <C> <C>
Management fees 0.85% 0.85% 0.85%
Distribution and service (12b-1) fees 0.30% 1.00% 1.00%
Other expenses 0.65% 0.65% 0.65%
Total operating expenses 1.80% 2.50% 2.50%
</TABLE>
<TABLE>
<CAPTION>
Class A Class B(5) Class B(5) Class C Class C
(if redeemed) (if redeemed)
<S> <C> <C> <C> <C> <C>
1 year $747 $253 $753 $253 $353
3 years $1,109 $779 $1,079 $779 $779
5 years $1,494 $1,331 $1,531 $1,331 $1,331
10 years $2,569 $2,664 $2,664 $2,836 $2,836
</TABLE>
(5) The Class B example reflects the conversion of Class B shares to Class
A shares after approximately eight years. Information for the ninth and
tenth years reflects expenses of the Class A shares.
<PAGE>
International Equity Fund
Institutional Class
Supplement to the current Prospectus dated March 30, 1999
At an adjourned shareholders' meeting held on April 13, 1999,
shareholders of the Fund approved a number of changes relating to the
International Equity Fund.
Reclassification of Investment Objectives
-----------------------------------------
Shareholders of the International Equity Fund approved a proposal to
reclassify the Fund's investment objective from "fundamental" to
"non-fundamental."
Investment Management Fees
--------------------------
Shareholders also approved a new Investment Management Agreement for the
International Equity Fund between Delaware Group Global & International Funds,
Inc. and Delaware International Advisers Ltd. Under the new Investment
Management Agreement, the International Equity Fund pays the manager an annual
fee equal to 0.85% on the first $500 million, 0.80% on the next $500 million,
0.75% on the next $1.5 billion, and 0.70% on assets over $2.5 billion (all
calculated as a percentage of the Fund's average daily net assets). The new
management fee became effective on April 15, 1999.
In accordance with the new management fee, the following revises the
fee table and expense example currently found in the Fund's Prospectus on page
3:
<PAGE>
Management fees 0.85%
Distribution and service (12b-1) fees none
Other expenses 0.65%
Total operating expenses 1.50%
1 year $153
3 years $474
5 years $818
10 years $1,791
<PAGE>
Delchester Fund
Class A / Class B/ Class C
Supplement to the current Prospectus dated September 28, 1998
At a Joint Annual/Special Meeting of Shareholders held on March 17,
1999, shareholders of the Fund approved a number of changes relating to the
Delchester Fund.
Reclassification of Investment Objective
----------------------------------------
Shareholders of the Delchester Fund approved a proposal to reclassify
the Fund's investment objective from "fundamental" to "non-fundamental."
Investment Management Fees
--------------------------
Shareholders also approved a new Investment Management Agreement for
the Delchester Fund between Delaware Group Income Funds, Inc. and Delaware
Management Company. Under the new Investment Management Agreement, the Fund pays
the manager an annual fee equal to 0.65% on the first $500 million, 0.60% on the
next $500 million, 0.55% on the next $1.5 billion, and 0.50% on assets over $2.5
billion (all calculated as a percentage of the Fund's average daily net assets).
The new management fee became effective on April 1, 1999.
In accordance with the new management fee, the following revises the
fee table and expense example for Class A, Class B and Class C Shares of the
Delchester Fund appearing under Summary of Expenses on pages 4 and 5:
<TABLE>
<CAPTION>
Delchester Fund
----------------------------------------------------
Annual Operating Expenses Class A Shares Class B Shares Class C Shares
(as a percentage of average daily net assets)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fee.................................................. 0.60% 0.60% 0.60%
12b-1 Expenses (including service fees)......................... 0.25%(6)(7) 1.00%(6) 1.00%(6)
Other Operating Expenses........................................ 0.24% 0.24% 0.24%
----- ----- -----
Total Operating Expenses........................................ 1.09% 1.84% 1.84%
===== ===== =====
</TABLE>
(6) Class A Shares, Class B Shares and Class C Shares are subject to separate
12b-1 Plans. Long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charges permitted by rules of the
National Association of Securities Dealers, Inc. (the "NASD"). See
Distribution (12b-1) and Service under Management of the Funds in the
Prospectus.
(7) The actual 12b-1 Plan expenses to be paid and, consequently, the Total
Operating Expenses of Class A Shares, may vary because of the formula
adopted by the Board of Directors for use in calculating the 12b-1 Plan
expenses for this class beginning June 1, 1992, but the 12b-1 Plan expenses
will not be more than 0.30% nor less than 0.10%. See Distribution (12b-1)
and Service under Management of the Fund in the Prospectus and Part B.
<PAGE>
<TABLE>
<CAPTION>
Delchester Fund Assuming Redemption Assuming No Redemption
1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
--------- ---------- ---------- ----------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Shares............. $581(1) $81 $105 $174 $58 $81 $105 $174
Class B Shares............. $59 $88 $120 $196(2) $19 $58 $100 $196(2)
Class C Shares............. $29 $58 $100 $216 $19 $58 $100 $216
</TABLE>
(1) Generally, no redemption charge is assessed upon redemption of Class A
Shares. Under certain circumstances, however, a Limited CDSC, which has
not been reflected in this calculation, may be imposed on certain
redemptions within two years after a purchase. See Contingent Deferred
Sales Charge for Certain Redemptions of Class A Shares Purchased at Net
Asset Value under Redemption and Exchange in the Prospectus.
(2) At the end of approximately eight years after purchase, Class B Shares
will be automatically converted into Class A Shares. The example above
assumes conversion of Class B Shares at the end of the eighth year.
However, the conversion may occur as late as three months after the eighth
anniversary of purchase, during which time the higher 12b-1 Plan fees
payable by Class B Shares will continue to be assessed. The ten-year
expense numbers for Class B Shares reflect the expenses of Class B Shares
for years one through eight and the expenses for Class A Shares for years
nine and ten. See Automatic Conversion of Class B Shares under Classes of
Shares in the Prospectus for a description of the automatic conversion
feature.
<PAGE>
Delchester Fund
Institutional Class
Supplement to the current Prospectus dated September 29, 1998
At a Joint Annual/Special Meeting of Shareholders held on March 17,
1999, shareholders of the Fund approved a number of changes relating to the
Delchester Fund.
Reclassification of Investment Objectives
-----------------------------------------
Shareholders Delchester Fund approved a proposal to reclassify the
Fund's investment objective from "fundamental" to "non-fundamental."
Investment Management Fees
--------------------------
Shareholders also approved a new Investment Management Agreement for
the Delchester Fund between Delaware Group Income Funds, Inc. and Delaware
Management Company. Under the new Investment Management Agreement, the
Delchester Fund pays the Manager an annual fee equal to 0.65% on the first $500
million, 0.60% on the next $500 million, 0.55% on the next $1.5 billion, and
0.50% on assets over $2.5 billion (all calculated as a percentage of the Fund's
average daily net assets). The new management fee became effective on April 1,
1999.
In accordance with the new management fee, the following revises the
fee table and expense example for the Institutional Class of the Delchester Fund
appearing under Summary of Expenses on page 3:
Annual Operating Expenses (as a Delchester Fund InstitutionalClass
percentage of average daily net assets)
- --------------------------------------------------------------------------------
Management Fee............................ 0.60%
12b-1 Expenses (including service fees)... None
Other Operating Expenses.................. 0.24%
-----
Total Operating Expenses.................. 0.84%
1 year 3 years 5 years 10 years
-------------------------------------------------------
Delchester Fund
Institutional Class $9 $27 $47 $104
