<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 2-37707
File No. 811-2071
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 57 X
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AND
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 57
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DELAWARE GROUP INCOME FUNDS, INC.
(formerly, Delaware Group Delchester High-Yield Bond Fund)
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-2923
--------------
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: June 30, 1997
-------------
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
- -------
X on June 30, 1997 pursuant to paragraph (b)
- -------
60 days after filing pursuant to paragraph (a)(1)
- -------
on (date) pursuant to paragraph (a)(1)
- -------
75 days after filing pursuant to paragraph (a)(2)
- -------
on (date) pursuant to paragraph (a)(2) of Rule 485
- -------
Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's 24f-2 Notice
for its most recent fiscal year was filed on September 20, 1996.
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 57 to Registration File No. 2-37707
includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheet*
4. Part A - Prospectuses and Supplements**
5. Part B - Statement of Additional Information and Supplement***
6. Part C - Other Information*
7. Signatures
* This Post-Effective Amendment relates to the Registrant's three series of
shares and their classes: Delchester Fund - Delchester Fund A Class,
Delchester Fund B Class, Delchester Fund C Class and Delchester Fund
Institutional Class; Strategic Income Fund - Strategic Income Fund A
Class, Strategic Income Fund B Class, Strategic Income Fund C Class and
Strategic Income Fund Institutional Class; and High-Yield Opportunities
Fund - High-Yield Opportunities Fund A Class, High-Yield Opportunities
Fund B Class, High-Yield Opportunities Fund C Class and High-Yield
Opportunities Fund Institutional Class. Shares of each Series are
described in separate prospectuses, however, they share a common Statement
of Additional Information and Part C.
** The Registrant's Delchester Fund A Class, B Class and C Class Prospectus
and Delchester Fund Institutional Class Prospectus each dated September
30, 1996 are incorporated into this filing by reference to the electronic
filing of those Prospectuses made pursuant to Rule 485(b) on September 27,
1996. The Supplement dated November 1, 1996 to the Delchester Fund A
Class, B Class and C Class Prospectus is incorporated into this filing by
reference to the electronic filing of that Supplement made pursuant to
Rule 497(e) on November 1, 1996. The Supplements, each dated May 23, 1997,
to the Delchester Fund A Class, B Class and C Class Prospectus and the
Delchester Fund Institutional Class Prospectus are incorporated into this
filing by reference to the electronic filing of those Supplements made
pursuant to Rule 497(e) on May 23, 1997.
The Registrant's Strategic Income Fund A Class, B Class and C Class
Prospectus dated September 30, 1996 (as revised October 4, 1996) is
incorporated into this filing by reference to the electronic filing of
that Prospectus made pursuant to Rule 497(e) on October 8, 1996. The
Registrant's Strategic Income Fund Institutional Class Prospectus dated
September 30, 1996 is incorporated into this filing by reference to the
electronic filing of that Prospectus made pursuant to Rule 485(b) on
September 27, 1996. The Supplements, each dated March 3, 1997, to the
<PAGE>
Strategic Income Fund A Class, B Class and C Class Prospectus and
Strategic Income Institutional Class Prospectus are incorporated into this
filing by reference to the electronic filing of those Supplements made
pursuant to Rule 485(b) on March 3, 1997. The Supplements, each dated May
23, 1997, to the Strategic Income Fund A Class, B Class and C Class
Prospectus and Strategic Income Fund Institutional Class Prospectus are
incorporated into this filing by reference to the electronic filing of
those Supplements made pursuant to Rule 497(e) on May 23, 1997.
The Registrant's High-Yield Opportunities Fund A Class, B Class and C
Class Prospectus and High-Yield Opportunities Fund Institutional Class
Prospectus, each dated December 27, 1996, are incorporated into this
filing by reference to the electronic filing of those Prospectuses made
pursuant to Rule 497(c) on January 2, 1997.
*** The Statement of Additional Information dated December 27, 1996 for
Delchester Fund, Strategic Income Fund and High-Yield Opportunities Fund
is incorporated into this filing by reference to the electronic filing of
the Statement of Additional Information made pursuant to Rule 497(c) on
January 2, 1997. The Supplement dated March 3, 1997 to the Statement of
Additional Information is incorporated into this filing by reference to
the electronic filing of that Supplement made pursuant to Rule 497(e) on
March 3, 1997.
<PAGE>
CROSS-REFERENCE SHEET*
PART A**
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
Delchester Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>
1 Cover Page...................................................... Cover Page Cover Page
2 Synopsis........................................................ Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses
3 Condensed Financial Information................................. Financial Financial
Highlights Highlights
4 General Description of Registrant .............................. Investment Investment
Objective and Objective and
Policies; Shares; Policies; Shares;
Other Investment Other Investment
Policies and Risk Policies and Risk
Considerations Considerations
5 Management of the Fund ......................................... Management Management
of the Fund of the Fund
6 Capital Stock and Other Securities ............................. The Delaware Dividends and
Difference; Distributions;
Dividends and Taxes; Shares
Distributions;
Taxes; Shares
</TABLE>
<PAGE>
CROSS-REFERENCE SHEET*
PART A**
(Continued)
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
Delchester Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>
7 Purchase of Securities Being Offered............................ Cover; How Cover; How
to Buy Shares; to Buy Shares;
Calculation of Calculation of
Offering Price Offering Price
and Net and Net
Asset Value; Asset Value;
Management Management
of the Fund of the Fund
8 Redemption or Repurchase........................................ How to Buy How to Buy
Shares; Shares;
Redemption Redemption
and Exchange and Exchange
9 Legal Proceedings........................................................ None None
</TABLE>
* This filing relates to Registrant's Delchester Fund A Class, Delchester
Fund B Class, Delchester Fund C Class and Delchester Fund Institutional
Class of Delchester Fund; Strategic Income Fund A Class, Strategic Income
Fund B Class, Strategic Income Fund C Class and Strategic Income Fund
Institutional Class of Strategic Income Fund; and High-Yield Opportunities
Fund A Class, High-Yield Opportunities Fund B Class, High-Yield
Opportunities Fund C Class and High-Yield Opportunities Fund Institutional
Class of High-Yield Opportunities Fund. Shares of each Series are
described in separate prospectuses, however, they share a common Statement
of Additional Information and Part C.
** The Registrant's Delchester Fund A Class, B Class and C Class Prospectus
and Delchester Fund Institutional Class Prospectus, each dated September
30, 1996, are incorporated into this filing by reference to the electronic
filing of those Prospectuses made pursuant to Rule 485(b) on September 27,
1996. The Supplement dated November 1, 1996 to the Delchester Fund A
Class, B Class and C Class Prospectus is incorporated into this filing by
reference to the electronic filing of that Supplement made pursuant to
Rule 497(e) on November 1, 1996. The Supplements, each dated May 23, 1997,
to the Delchester Fund A Class, B Class and C Class Prospectus and the
Delchester Fund Institutional Class Prospectus are incorporated into this
filing by reference to the electronic filing of those Supplements made
pursuant to Rule 497(e) on May 23, 1997.
<PAGE>
CROSS-REFERENCE SHEET*
PART A **
(Continued)
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
Strategic Income Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>
1 Cover Page...................................................... Cover Page Cover Page
2 Synopsis........................................................ Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses
3 Condensed Financial Information................................. Financial Financial
Highlights Highlights
4 General Description of Registrant .............................. Investment Investment
Objective and Objective and
Policies; Shares; Policies; Shares;
Other Investment Other Investment
Policies and Risk Policies and Risk
Considerations Considerations
5 Management of the Fund ......................................... Management Management
of the Fund of the Fund
6 Capital Stock and Other Securities ............................. The Delaware Dividends and
Difference; Distributions;
Dividends and Taxes; Shares
Distributions;
Taxes; Shares
</TABLE>
<PAGE>
CROSS-REFERENCE SHEET*
PART A**
(Continued)
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
Strategic Income Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>
7 Purchase of Securities Being Offered............................ Cover; How to Cover; How to
Buy Shares; Buy Shares;
Calculation of Calculation of
Offering Price Offering Price
and Net Asset and Net Asset
Value Per Share; Value Per Share;
Management Management
of the Fund of the Fund
8 Redemption or Repurchase........................................ How to Buy How to Buy
Shares; Shares;
Redemption and Redemption and
Exchange Exchange
9 Legal Proceedings............................................... None None
</TABLE>
* This filing relates to Registrant's Delchester Fund A Class, Delchester
Fund B Class, Delchester Fund C Class and Delchester Fund Institutional
Class of Delchester Fund; Strategic Income Fund A Class, Strategic Income
Fund B Class, Strategic Income Fund C Class and Strategic Income Fund
Institutional Class of Strategic Income Fund; and High-Yield Opportunities
Fund A Class, High-Yield Opportunities Fund B Class, High-Yield
Opportunities Fund C Class and High-Yield Opportunities Fund Institutional
Class of High-Yield Opportunities Fund. Shares of each Series are
described in separate prospectuses, however, they share a common Statement
of Additional Information and Part C.
** The Registrant's Strategic Income Fund A Class, B Class, and C Class
Prospectus dated September 30, 1996 (as revised October 4, 1996) and
Strategic Income Fund Institutional Class Prospectus dated September 30,
1996 are incorporated into this filing by reference to the electronic
filing of those Prospectuses made pursuant to Rule 497(e) on October 8,
1996 and Rule 485(b) on September 27, 1996, respectively. The Supplements,
each dated March 3, 1997, to the Strategic Income Fund A Class, B Class
and C Class Prospectus and Strategic Income Institutional Class Prospectus
are incorporated into this filing by reference to the electronic filing of
those Supplements made pursuant to Rule 485(b) on March 3, 1997. The
Supplements, each dated May 23, 1997, to the Strategic Income Fund A
Class, B Class and C Class Prospectus and Strategic Income Fund
Institutional Class Prospectus are incorporated into this filing by
reference to the electronic filing of those Supplements made pursuant to
Rule 497(e) on May 23, 1997.
<PAGE>
CROSS-REFERENCE SHEET*
PART A**
(Continued)
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
High-Yield Opportunities Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>
1 Cover Page...................................................... Cover Page Cover Page
2 Synopsis........................................................ Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses
3 Condensed Financial Information................................. Financial Financial
Highlights Highlights
4 General Description of Registrant .............................. Investment Investment
Objective and Objective and
Policies; Policies;
Shares; Other Shares; Other
Investment Investment
Policies Policies
and Risk and Risk
Considerations Considerations
5 Management of the Fund ......................................... Management Management
of the Fund of the Fund
6 Capital Stock and Other Securities.............................. The Delaware Dividends and
Difference; Distributions;
Dividends and Taxes; Shares
Distributions; Taxes;
Shares
</TABLE>
<PAGE>
CROSS-REFERENCE SHEET*
PART A**
(Continued)
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
High-Yield Opportunities Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>
7 Purchase of Securities Being Offered............................ Cover; How to Cover; How to
Buy Shares; Buy Shares;
Calculation of Calculation of
Offering Price and Net Asset Value
Net Asset Value Per Share;
Per Share; Management of
Management of the Fund
the Fund
8 Redemption or Repurchase........................................ How to Buy How to Buy
Shares; Shares;
Redemption and Redemption and
Exchange Exchange
9 Legal Proceedings............................................... None None
</TABLE>
* This filing relates to Registrant's Delchester Fund A Class, Delchester
Fund B Class, Delchester Fund C Class and Delchester Fund Institutional
Class of Delchester Fund; Strategic Income Fund A Class, Strategic Income
Fund B Class, Strategic Income Fund C Class and Strategic Income Fund
Institutional Class of Strategic Income Fund; and High-Yield Opportunities
Fund A Class, High-Yield Opportunities Fund B Class, High-Yield
Opportunities Fund C Class and High-Yield Opportunities Fund Institutional
Class of High-Yield Opportunities Fund. Shares of each Series are
described in separate prospectuses, however, they share a common Statement
of Additional Information and Part C.
** The Registrant's High-Yield Opportunities Fund A Class, B Class and C
Class Prospectus and High-Yield Opportunities Fund Institutional Class
Prospectus, each dated December 27, 1996, are incorporated into this
filing by reference to the electronic filing of those Prospectuses made
pursuant to Rule 497(c) on January 2, 1997.
<PAGE>
CROSS REFERENCE SHEET
PART B*
<TABLE>
<CAPTION>
Location in Statement
Item No. Description of Additional Information
- -------- ----------- -------------------------
<S> <C> <C>
10 Cover Page...................................................... Cover Page
11 Table of Contents............................................... Table of Contents
12 General Information and History................................. General Information
13 Investment Objectives and Policies.............................. Investment Objectives
and Policies
14 Management of the Registrant.................................... Officers and Directors
15 Control Persons and Principal Holders
of Securities................................................... Officers and Directors
16 Investment Advisory and Other Services.......................... Plans Under Rule 12b-1
for the Fund Classes
(under Purchasing Shares);
Investment Management
Agreements and
Sub-Advisory Agreement;
Officers and Directors;
General Information;
Financial Statements
17 Brokerage Allocation............................................ Trading Practices
and Brokerage
18 Capital Stock and Other Securities.............................. Capitalization and
Noncumulative Voting
(under General Information)
19 Purchase, Redemption and Pricing of
Securities Being Offered........................................ Purchasing Shares;
Determining Offering Price
and Net Asset Value;
Redemption and Repurchase;
Exchange Privilege
20 Tax Status...................................................... Taxes
21 Underwriters ................................................... Purchasing Shares
22 Calculation of Performance Data................................. Performance Information
23 Financial Statements............................................ Financial Statements
</TABLE>
* The Statement of Additional Information dated December 27, 1996 for
Delchester Fund, Strategic Income Fund and High-Yield Opportunities Fund
is incorporated into this filing by reference to the electronic filing of
the Statement of Additional Information made pursuant to Rule 497(c) on
January 2, 1997. The Supplement dated March 3, 1997 to the Statement of
Additional Information is incorporated into this filing by reference to
the electronic filing of that Supplement made pursuant to Rule 497(e) on
March 3, 1997.
<PAGE>
CROSS REFERENCE SHEET
PART C
<TABLE>
<CAPTION>
Location
Item No. Description in Part C
- -------- ----------- ----------
<S> <C> <C>
24 Financial Statements and Exhibits.................................... Item 24
25 Persons Controlled by or under Common
Control with Registrant.............................................. Item 25
26 Number of Holders of Securities...................................... Item 26
27 Indemnification...................................................... Item 27
28 Business and Other Connections of
Investment Adviser................................................... Item 28
29 Principal Underwriters............................................... Item 29
30 Location of Accounts and Records..................................... Item 30
31 Management Services.................................................. Item 31
32 Undertakings......................................................... Item 32
</TABLE>
<PAGE>
The Registrant's Delchester Fund A Class, B Class and C Class Prospectus and
Delchester Fund Institutional Class Prospectus, each dated September 30, 1996,
are incorporated into this filing by reference to the electronic filing of those
Prospectuses made pursuant to Rule 485(b) on September 27, 1996. The Supplement
dated November 1, 1996 to the Delchester Fund A Class, B Class and C Class
Prospectus is incorporated into this filing by reference to the electronic
filing of the Supplement made pursuant to Rule 497(e) on November 1, 1996. The
Supplements, each dated May 23, 1997, to the Delchester Fund A Class, B Class
and C Class Prospectus and Delchester Fund Institutional Class Prospectus are
incorporated into this filing by reference to the electronic filing of those
Supplements made pursuant to Rule 497(e) on May 23, 1997.
The Registrant's Strategic Income Fund A Class, B Class and C Class Prospectus
dated September 30, 1996 (as revised October 4, 1996) is incorporated into this
filing by reference to the electronic filing of that Prospectus made pursuant to
Rule 497(e) on October 8, 1996. The Registrant's Strategic Income Fund
Institutional Class Prospectus dated September 30, 1996 is incorporated into
this filing by reference to the electronic filing of that Prospectus made
pursuant to Rule 485(b) on September 27, 1996. The Supplements, each dated March
3, 1997, to the Strategic Income Fund A Class, B Class and C Class Prospectus
and Strategic Income Institutional Class Prospectus, respectively, are
incorporated into this filing by reference to the electronic filing of those
Prospectuses made pursuant to Rule 497(j) on March 3, 1997. The Supplements,
each dated May 23, 1997, to the Strategic Income Fund A Class, B Class and C
Class Prospectus and Strategic Income Fund Institutional Class Prospectus are
incorporated into this filing by reference to the electronic filing of those
Supplements made pursuant to Rule 497(e) on May 23, 1997.
The Registrant's High-Yield Opportunities Fund A Class, B Class and C Class
Prospectus and High-Yield Opportunities Fund Institutional Class Prospectus each
dated December 27, 1996 are incorporated into this filing by reference to the
electronic filing of those Supplements made pursuant to Rule 497(e) on January
2, 1997.
The Statement of Additional Information dated December 27, 1996 for Delchester
Fund, Strategic Income Fund and High-Yield Opportunities Fund is incorporated
into this filing by reference to the electronic filing of the Statement of
Additional Information made pursuant to Rule 497(c) on January 2, 1997. The
Supplement dated March 3, 1997 to the Statement of Additional Information is
incorporated into this filing by reference to the electronic filing of the
Supplement made pursuant to Rule 497(e) on March 3, 1997.
<PAGE>
JUNE 30, 1997
DELCHESTER FUND
A CLASS/B CLASS/C CLASS
SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 30, 1996
The following supplements the Prospectus.
Financial Highlights
The following unaudited financial highlights for Delchester Fund are derived
from the unaudited financial statements of Delchester Fund (the "Fund") for the
period August 1, 1996 through January 31, 1997. The data should be read in
conjunction with the financial statements and related notes for the six months
ended January 31, 1997, all of which are incorporated by reference into Delaware
Group Income Funds, Inc.'s Statement of Additional Information.
<PAGE>
<TABLE>
<CAPTION>
Delchester Delchester Delchester
Fund A Class Fund B Class Fund C Class
------------ ------------ ------------
Unaudited Unaudited Unaudited
Six Months Six Months Six Months
ended ended ended
1/31/97(1) 1/31/97(1) 1/31/97(1)
------------ ------------ ------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period...................... $6.1400 $6.1400 $6.1400
Income From Investment Operations
Net Investment Income..................................... 0.3060 0.2820 0.2820
Net Gains (Losses) on Securities
(both realized and unrealized).................. 0.2310 0.2310 0.2310
------- ------- -------
Total From Investment Operations............. 0.5370 0.5130 0.5130
------- ------- -------
Less Distributions
Dividends from Net Investment Income...................... (0.3070) (0.2830) (0.2830)
Distributions from Capital Gains.......................... none none none
------- ------- -------
Total Distributions.......................... (0.3070) (0.2830) (0.2830)
------- ------- -------
Net Asset Value, End of Period............................ $6.3700 $6.3700 $6.3700
======= ======= =======
- ------------------------
Total Return(2)........................................... 8.92% 8.52% 8.51%
Ratios/Supplemental Data
Net Assets, End of Period (000's omitted).................$1,008,011 $228,002 $11,668
Ratio of Expenses to Average Daily Net Assets............. 1.03% 1.79% 1.79%
Ratio of Net Investment Income to Average
Daily Net Assets................................ 9.68% 8.94% 8.94%
Portfolio Turnover Rate................................... 103% 103% 103%
</TABLE>
- ----------
(1) Ratios have been annualized but total return has not been annualized.
(2) Does not reflect maximum sales charge of 4.75%, nor the 1% Limited CDSC
that would apply in the event of certain redemptions within 12 months of
purchase for Class A Shares. Does not reflect contingent deferred sales charge
which varies from 1%-4% depending upon the holding period for Class B Shares and
1% for Class C Shares for 12 months from the date of purchase.
<PAGE>
JUNE 30, 1997
DELCHESTER FUND
INSTITUTIONAL CLASS
SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 30, 1996
The following supplements the Prospectus.
Financial Highlights
The following unaudited financial highlights for Delchester Fund are derived
from the unaudited financial statements of Delchester Fund (the "Fund") for the
period August 1, 1996 through January 31, 1997. The data should be read in
conjunction with the financial statements and related notes for the six months
ended January 31, 1997, all of which are incorporated by reference into Delaware
Group Income Funds, Inc.'s Statement of Additional Information.
<PAGE>
Delchester Fund
Institutional Class
-------------------
Unaudited
Six Months
ended
1/31/97(1)
-------------------
Net Asset Value, Beginning of Period...................... $6.1400
Income From Investment Operations
Net Investment Income..................................... 0.3140
Net Gains (Losses) on Securities
(both realized and unrealized)........................ 0.2310
-------
Total From Investment Operations................... 0.5450
-------
Less Distributions
Dividends from Net Investment Income...................... (0.3150)
Distributions from Capital Gains.......................... none
Total Distributions................................ (0.3150)
-------
Net Asset Value, End of Period............................ $6.3700
=======
- ---------------------
Total Return ........................................... 9.06%
- ---------------------
Ratios/Supplemental Data
Net Assets, End of Period (000's omitted)................. $59,675
Ratio of Expenses to Average Daily Net Assets............. 0.79%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 9.94%
Portfolio Turnover Rate................................... 103%
- ----------
(1) Ratios have been annualized but total return has not been annualized.
<PAGE>
JUNE 30, 1997
HIGH-YIELD OPPORTUNITIES FUND
A CLASS/B CLASS/C CLASS
SUPPLEMENT TO PROSPECTUS DATED DECEMBER 27, 1996
The following supplements the Prospectus.
Financial Highlights
The following unaudited financial highlights for High-Yield
Opportunities Fund are derived from the unaudited financial statements of
High-Yield Opportunities Fund (the "Fund") for the period January 2, 1997 (date
of initial public offering) through May 31, 1997. The data should be read in
conjunction with the financial statements and related notes which are included
with Delaware Group Income Funds, Inc.'s Statement of Additional Information.
<PAGE>
High-Yield
Opportunities
Fund A Class
------------
Unaudited
1/2/97(1)
through
5/31/97
------------
Net Asset Value, Beginning of Period...................... $5.5000
Income From Investment Operations
- ---------------------------------
Net Investment Income..................................... 0.1937
Net Gains (Losses) on Securities
(both realized and unrealized)........................ 0.1878
------
Total From Investment Operations................... 0.3815
------
Less Distributions
- ------------------
Dividends from Net Investment Income...................... (0.0815)
Distributions from Capital Gains ......................... none
------
Total Distributions................................ (0.0815)
------
Net Asset Value, End of Period............................ $5.8000
=======
- ------------------
Total Return(2)(3)........................................ 6.96%
- ------------------
- ------------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted)................. $5,777
Ratio of Expenses to Average Daily Net Assets............. 0.75%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation........................... 1.45%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 8.28%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation........................... 7.58%
Portfolio Turnover Rate................................... 255%
- ----------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized. Total return for this short of a time
period may not be representative of longer term results.
(2) Does not reflect maximum sales charge of 4.75% for Class A Shares.
(3) Total return reflects the expense limitations and waivers of 12b-1 Plan
fees referenced under Summary of Expenses in the Prospectus.
<PAGE>
JUNE 30, 1997
HIGH-YIELD OPPORTUNITIES FUND
INSTITUTIONAL CLASS
SUPPLEMENT TO PROSPECTUS DATED DECEMBER 27, 1996
The following supplements the Prospectus.
Financial Highlights
The following unaudited financial highlights for High-Yield
Opportunities Fund are derived from the unaudited financial statements of
High-Yield Opportunities Fund (the "Fund") for the period January 2, 1997 (date
of initial public offering) through May 31, 1997. The data should be read in
conjunction with the financial statements and related notes which are included
with Delaware Group Income Funds, Inc.'s Statement of Additional Information.
<PAGE>
High-Yield
Opportunities
Fund
Institutional Class
-------------------
Unaudited
1/2/97(1)
through
5/31/97
-------------------
Net Asset Value, Beginning of Period...................... $5.5000
Income From Investment Operations
Net Investment Income..................................... 0.1937
Net Gains (Losses) on Securities
(both realized and unrealized)........................ 0.1878
------
Total From Investment Operations................... 0.3815
------
Less Distributions
Dividends from Net Investment Income...................... (0.0815)
Distributions from Capital Gains.......................... none
------
Total Distributions................................... (0.0815)
-------
Net Asset Value, End of Period............................ $5.8000
=======
- -------------------------
Total Return(2)........................................... 6.96%
- ---------------
Ratios/Supplemental Data
Net Assets, End of Period (000's omitted)................. $3,206
Ratio of Expenses to Average Daily Net Assets............. 0.75%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation........................... 1.15%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 8.28%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation........................... 7.88%
Portfolio Turnover Rate................................... 255%
- ----------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized. Total return for this short of a time
period may not be representative of longer term results.
(2) Total return reflects the expense limitations referenced under Summary of
Expenses in the Prospectus.
<PAGE>
JUNE 30, 1997
DELAWARE GROUP INCOME FUNDS, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED
DECEMBER 27, 1996
The following supplements the information in the section of the
Statement of Additional Information entitled Performance Information.
The 30-day yield of Delchester Fund A Class, B Class, C Class and
Institutional Class as of January 31, 1997 was 8.70%, 8.35%, 8.35% and 9.41%,
respectively.
The performance of Delchester Fund Class A Shares and Institutional
Class Shares, as shown below, is the average annual total return quotation
through January 31, 1997.
<PAGE>
Average Annual Total Return
Delchester Delchester Delchester
Fund Fund Fund
A Class A Class Institutional
(at Offer) (at NAV) Class (1)
1 year
ended
1/31/97 6.84% 12.12% 12.40%
3 years
ended
1/31/97 4.84% 6.56% 6.81%
5 years
ended
1/31/97 9.27% 10.34% 10.59%
10 years
ended
1/31/97 8.92% 9.45% 9.69%
15 years
ended
1/31/97 12.68% 13.04% 13.21%
Period
8/20/70(2)
through
1/31/97 9.55% 9.76% 9.85%
(1) Date of initial public offering of Delchester Fund Institutional Class was
June 1, 1992. Pursuant to applicable regulation, total return shown for
Delchester Fund Institutional Class for the periods prior to the
commencement of operations of such Class is calculated by taking the
performance of Delchester Fund A Class and adjusting it to reflect the
elimination of all sales charges. However, for those periods, no adjustment
has been made to eliminate the impact of 12b-1 payments, and performance
may have been affected had such an adjustment been made.
(2) Date of initial public offering of Delchester Fund A Class.
<PAGE>
The performance of Delchester Fund B Class, as shown below, is the
average annual total return quotation through January 31, 1997.
Average Annual Total Return
Delchester Fund Delchester Fund
B Class B Class
(Including Deferred (Excluding Deferred
Sales Charge) Sales Charge)
1 year
ended
1/31/97 7.29% 11.29%
Period
5/2/94(1)
through
1/31/97 7.00% 7.91%
(1) Date of initial public offering of Delchester Fund B Class.
The performance of Delchester Fund C Class, as shown below, is the
average annual total return quotation through January 31, 1997.
Average Annual Total Return
Delchester Fund Delchester Fund
C Class C Class
(Including Deferred (Excluding Deferred
Sales Charge) Sales Charge)
1 year
ended
1/31/97 10.29% 11.29%
Period
11/29/95(1)
through
1/31/97 11.93% 11.93%
(1) Date of initial public offering of Delchester Fund C Class.
<PAGE>
The performance of Delchester Fund A Class and Institutional Class, as
shown below, is the cumulative total return quotation through January 31, 1997.
Cumulative Total Return
Delchester Delchester
Fund Fund Consumer
A Class Institutional Price
(at Offer) Class(2) Index(3)
3 months
ended
1/31/97 (0.53%) 4.47% 0.51%
6 months
ended
1/31/97 3.69% 9.06% 1.34%
9 months
ended
1/31/97 5.89% 11.42% 1.79%
1 year
ended
1/31/97 6.84% 12.40% 3.04%
3 years
ended
1/31/97 15.22% 21.87% 8.82%
5 years
ended
1/31/97 55.78% 65.42% 15.21%
10 years
ended
1/31/97 135.05% 152.11% 45.13%
15 years
ended
1/31/97 499.41% 542.81% 68.71%
Period
8/20/70(1)
through
1/31/97 1,017.11% 1,099.20% 307.71%
<PAGE>
(1) Date of initial public offering of Delchester Fund A Class.
(2) Date of initial public offering of Delchester Fund Institutional Class was
June 1, 1992. Pursuant to applicable regulation, total return shown for
Delchester Fund Institutional Class for the periods prior to the
commencement of operations of such Class is calculated by taking the
performance of Delchester Fund A Class and adjusting it to reflect the
elimination of all sales charges. However, for those periods, no adjustment
has been made to eliminate the impact of 12b-1 payments, and performance
may have been affected had such an adjustment been made.
(3) Source--U.S. Department of Labor.
<PAGE>
The performance of Delchester Fund B Class, as shown below, is the
cumulative total return quotation through January 31, 1997.
Cumulative Total Return
Delchester Delchester
Fund B Class Fund B Class
(Including (Excluding Consumer
Deferred Deferred Price
Sales Charge) Sales Charge) Index(2)
3 months
ended
1/31/97 0.21% 4.21% 0.51%
6 months
ended
1/31/97 4.52% 8.52% 1.34%
9 months
ended
1/31/97 6.59% 10.59% 1.79%
1 year
ended
1/31/97 7.29% 11.29% 3.04%
5/2/94(1)
through
1/31/97 20.47% 23.31% 7.94%
(1) Date of initial public offering of Delchester Fund B Class.
(2) Source--U.S. Department of Labor.
<PAGE>
The performance of Delchester Fund C Class, as shown below, is the
cumulative total return quotation though January 31, 1997.
Cumulative Total Return
Delchester Delchester
Fund C Class Fund C Class
(Including (Excluding Consumer
Deferred Deferred Price
Sales Charge) Sales Charge) Index(2)
3 months
ended
1/31/97 3.21% 4.21% 0.51%
6 months
ended
1/31/97 7.51% 8.51% 1.34%
9 months
ended
1/31/97 9.59% 10.59% 1.79%
1 year
ended
1/31/97 10.29% 11.29% 3.04%
Period
11/29/95(1)
through
1/31/97 14.16% 14.16% 3.58%
(1) Date of initial public offering of Delchester Fund C Class.
(2) Source--U.S. Department of Labor.
<PAGE>
The performance of High-Yield Opportunities Fund A Class and
Institutional Class, as shown below, is the cumulative total return quotation
though May 31, 1997.
Cumulative Total Return(1)
High-Yield High-Yield High-Yield
Opportunities Opportunities Opportunities
Fund A Class(2) Fund A Class(2) Fund
(at Offer) (at NAV) Institutional Class
3 months (2.76%) 2.13% 2.13%
ended
5/31/97
Period 1.96% 6.96% 6.96%
1/2/97(3)
through
5/31/97
(1) The Manager has elected voluntarily to waive that portion, if any, of the
annual management fees payable by High-Yield Opportunities Fund (the
"Fund") and to pay certain expenses of the Fund to the extent necessary to
ensure that the Total Operating Expenses of each Class of the Fund does not
exceed 0.75% (in each case, exclusive of taxes, interest, brokerage
commissions, extraordinary expenses and applicable 12b-1 expenses) through
June 30, 1997. In the absence of such waiver, performance would have been
affected negatively.
(2) Delaware Distributors, L.P. has elected voluntarily to waive its right to
receive 12b-1 Plan fees (including service fees) from the commencement of
the public offering of Class A Shares of the Fund through June 30, 1997. In
the absence of such waiver, performance would have been affected
negatively.
(3) Date of initial public offering of High-Yield Opportunities Fund A Class
and Institutional Class; total return for this short of a time period may
not be representative of longer term results.
<PAGE>
The following provides updated information in the section of the
Statement of Additional Information entitled Officers and Directors.
As of May 31, 1997, the officers and directors of Delaware Group Income
Funds, Inc. ("Income Funds, Inc.") owned less than 1% of the outstanding shares
of Class A Shares, Class B Shares, Class C Shares and Institutional Class Shares
of Delchester Fund. As of the same date, Income Funds, Inc.'s officers and
directors owned less than 1% of Class A Shares, Class B Shares, Class C Shares
and Institutional Class Shares of Strategic Income Fund, less than 1% of
Institutional Class Shares of High-Yield Opportunities Fund and approximately
99.70% of the outstanding shares of Class A Shares of High-Yield Opportunities
Fund.
Management believes the following accounts held 5% or more of the
outstanding shares of a Class as of May 31, 1997:
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Delchester Fund Merrill Lynch Pierce Fenner & Smith 3,537,107 8.95%
B Class For the Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd floor
Jacksonville, FL 32246
Delchester Fund Merrill Lynch Pierce Fenner & Smith 316,043 12.93%
C Class For the Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East, 3rd floor
Jacksonville, FL 32246
Delchester Fund Bear Stearns 2,085,348 29.74%
Institutional Class For the Exclusive Benefit of
Raymond G. Perelman
Charitable Remainder Unitrust
One Metrotech Center North
Brooklyn, NY 11201
Nationwide Life Insurance Company 2,052,780 29.27%
Nationwide QPVA
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218
RS DMC Employee Profit 964,119 13.75%
Sharing Plan
Delaware Management Co.
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Ogden Financial Services Inc. 632,864 9.02%
Attn: George Warren
3411 Silverside Road
103 Springer Building
Wilmington, DE 19810-4811
Strategic Income Merrill Lynch Inc. 76,109 7.63%
Fund B Class Mutual Fund Operations
P.O. Box 41621
Jacksonville, FL 32203
Strategic Income Merrill Lynch Inc. 131,123 46.29%
Fund C Class Mutual Fund Operations
P.O. Box 41621
Jacksonville, FL 32203
First Trust Corporation 23,469 8.29%
TRST Joseph Yanes
P.O. Box 173301
Denver, CO 80217
Marie C. Berner TTE 18,120 6.40%
Berner Charitable Remainder Unitrust
4009 N. LaBarre Road
Metairie, LA 70002
Strategic Income Chicago Trust Company 572,019 96.70%
Fund Institutional FBO Lincoln National Corp.
Class Employee Retirement Trust
1000 N. Water Street TR 14
Milwaukee, WI 53202
High-Yield Wayne A. Stork 904,036 91.37%
Opportunities Fund 5727 Twin Silo Road
A Class Doylestown, PA 18901
DMTC Custodian for 73,983 7.48%
Richard G. Unruh, Jr.
164 Rose Lane
Haverford, PA 19041
High-Yield Chicago Trust Company 549,325 99.99%
Opportunities FBO Lincoln National Corp.
Fund Institutional Employee Retirement Plan
Class c/o Marshall & Ilsley Trust Co.
P.O. Box 2977
Milwaukee, WI 53201
</TABLE>
<PAGE>
The following replaces the section of the Statement of Additional
Information entitled Financial Statements.
FINANCIAL STATEMENTS
Ernst & Young LLP serves as the independent auditors for Delaware Group
Income Funds, Inc. and, in its capacity as such, audits the annual financial
statements contained in Income Funds, Inc.'s Annual Reports. Delchester Fund's
Statement of Net Assets, Statement of Operations, Statement of Changes in Net
Assets and Notes to Financial Statements for the fiscal year ended July 31,
1996, as well as the report of Ernst & Young LLP, independent auditors, are
included in Delchester Fund's Annual Report to shareholders. The financial
statements, the notes relating thereto and the reports of Ernst & Young LLP
listed above are incorporated by reference from the Annual Report into this Part
B. Unaudited financial statements and the notes relating thereto for each Fund
for the period ended January 31, 1997 are also incorporated into the Statement
of Additional Information by reference from Income Funds, Inc.'s Semi-Annual
Reports. Unaudited financial information for the period January 2, 1997 (date of
initial public offering) through May 31, 1997 for High-Yield Opportunities Fund
follows.
<PAGE>
<TABLE>
<CAPTION>
Delaware Group Income Funds, Inc.
High Yield Opportunities Fund
Statement of Net Assets
For the Period Ended May 31, 1997
(Unaudited)
Principal Market
Amount Value
<S> <C> <C> <C> <C> <C>
CORPORATE BONDS - 88.76%
Automobile & Auto Equipment - 10.44%
* CSK Auto Inc. nts 11.00% 11/01/06 100,000 $ 104,000
* Key Plastics sr sub nts 10.25% 03/15/07 250,000 260,938
* LDM Technologies 10.75% 01/15/07 150,000 158,250
* Motors & Gears nts 10.75% 11/15/06 400,000 414,500
------------
937,688
------------
Banking, Finance & Insurance - 5.05%
* Cityscape Financial sr nts 12.75% 06/01/04 300,000 304,500
* Imperial Credit Industries sr nts 9.88% 01/15/07 150,000 148,875
------------
453,375
------------
Building & Materials - 7.83%
* Atrium 10.50% 11/15/06 350,000 359,625
* Collins & Aikman sr sub nts 10.00% 01/15/07 350,000 343,875
------------
703,500
------------
Cable, Media, & Publishing - 4.03%
Lamar Advertising 9.63% 12/01/06 100,000 102,250
* Von Hoffman Press sr sub nts 10.38% 05/15/07 250,000 260,000
------------
362,250
------------
Consumer Products - 7.77%
* Consumers International 10.25% 04/01/05 275,000 291,500
* Pen-Tab Industries 10.88% 02/01/07 400,000 406,500
------------
698,000
------------
Electronics \ Electrical Equipment - 5.18%
Electronics Retailing Systems 0.00%/13.25% 02/01/04 300,000 204,750
* HCC Industries sr sub nts 10.75% 05/15/07 250,000 260,625
------------
465,375
------------
Energy \ Environmental Services 5.21%
Clark USA nts 10.88% 12/01/05 100,000 105,250
Costilla Energy sr nts 10.25% 10/01/06 100,000 103,500
Pride Petroleum Services sr nts 9.38% 05/01/07 250,000 259,375
------------
468,125
------------
Food, Beverage & Tobacco - 5.13%
* AFC Enterprises sr sub nts 10.25% 05/05/07 75,000 75,375
* CFP Holdings 11.63% 01/05/04 300,000 306,750
Core-Mark 11.38% 09/05/03 75,000 78,375
------------
460,500
------------
Healthcare & Pharmaceuticals - 5.08%
* Integrated Health Services sr sub nts 9.50% 09/15/07 150,000 154,500
* Packard Bioscience sr sub nts 9.38% 03/01/07 300,000 301,500
------------
456,000
------------
<PAGE>
Industrial Machinery - 11.36%
* American Builders & Contractors sr sub nts 10.63% 05/05/07 250,000 257,500
Delran Manufacturing sr nts 10.00% 01/15/07 250,000 251,875
* Hawk 10.25% 12/01/03 400,000 411,000
Jordan Industries sr sec nts 10.38% 08/01/03 100,000 100,500
------------
1,020,875
------------
Leisure, Lodging & Entertainment - 4.36%
Trump-Atlantic City mtg nts 11.25% 05/01/06 400,000 392,000
------------
392,000
------------
Metals & Mining - 1.18%
Weirton Steel sr nts 11.38% 07/01/04 100,000 106,000
------------
106,000
------------
Retail - 1.17%
Fleming sr nts 10.63% 12/15/01 100,000 104,625
------------
104,625
------------
Textiles & Furniture - 3.35%
* GFSI sr sub nts 9.63% 03/01/07 300,000 300,750
------------
300,750
------------
Transportation & Shipping - 9.89%
* Ameriking sr nts 10.75% 12/01/06 100,000 105,125
* Blue Bird Body 10.75% 11/15/06 350,000 372,750
Ryder Transportation nts 10.00% 12/01/06 400,000 411,000
------------
888,875
------------
Miscellaneous - 1.72%
* Loomis Fargo & Co 10.00% 01/15/04 150,000 154,875
------------
154,875
------------
Total Corporate Bonds (cost $7,880,983) 7,972,813
------------
PREFERRED STOCKS - 9.48%
Cable, Media & Publishing - 9.48%
* American Radio Systems 11.75% 01/15/09 5,118 543,840
* Chancellor Radio 12% 01/15/02 1,500 161,625
* Pegasus Communications 12.75% 01/01/02 1,500 146,250
------------
851,715
------------
Total Preferred Stocks (cost $800,420) 851,715
------------
TOTAL MARKET VALUE OF SECURITIES OWNED- 98.24%
(cost $8,681,403) $8,824,528
------------
RECEIVABLES AND OTHER ASSETS NET OF
LIABILITIES- 1.77% 158,824
------------
NET ASSETS APPLICABLE TO 996,557 HIGH YIELD
OPPORTUNITIES FUND A CLASS SHARES AND 100.00%
553,250 HIGH YIELD OPPORTUNITIES FUND
INSTITUTIONAL CLASS SHARES ($1 PAR VALUE)
OUTSTANDING:
EQUIVALENT TO $5.80 PER SHARE - $8,983,352
=============
<PAGE>
COMPONENTS OF NET ASSETS AT MAY 31, 1997 Common stock, $1 par value,
200,000,000 shares
authorized to the Fund with 100,000,000 shares $8,596,794
allocated to High Yield Opportunities Fund A Class,
25,000,000 shares allocated to High Yield Opportunities
Fund B Class, 25,000,000 shares allocated to High Yield
Opportunities C Class and 50,000,000 shares allocated to
High Yield Opportunities Fund Institutional Class
Accumulated undistributed income:
Net investment income 139,777
Net realized gain on investments 103,656
Net unrealized appreciation of investments 143,125
-----------
Total Net Assets $8,983,352
===========
</TABLE>
----------------------------------------------------------------------
* These securities are exempt from registration under Rule 144a of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registration, normally to qualified
Institutional buyers (see note 5). At May 31, 1997, these securities
amounted to $6,605,028 or 73.53% of net assets.
Summary of Abbreviations:
mtg - mortage
nts - notes
sec - secured
sr - senior
sub - subordinated
unsec - unsecured
See accompanying notes
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH YIELD OPPORTUNITIES FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED
MAY 31, 1997
(Unaudited)
INVESTMENT INCOME:
Interest $ 288,475
EXPENSES:
Management fees 20,973
Distribution expenses 5,699
Federal and state registration fees 4,929
Professional fees 4,492
Reports to shareholders 2,163
Accounting fees and salaries 1,222
Custodian fees 968
Directors' fees 679
Dividend disbursing and transfer agent
fees and expenses 449
Taxes (other than taxes on income) 320
Other 471
-------
42,365
Less expenses absorbed by
Delaware Management Company, Inc. 18,539 23,826
------- --------
NET INVESTMENT INCOME 264,649
--------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS:
Net realized gain on:
investment transactions 103,656
Net unrealized appreciation of
investments during the period 143,125
--------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS 246,781
--------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $511,430
========
See accompanying notes
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH YIELD OPPORTUNITIES FUND
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD ENDED
MAY 31, 1997
(Unaudited)
OPERATIONS:
Net investment income $ 264,649
Net realized gain
on investments 103,656
Net unrealized appreciation
of investments during the period 143,125
----------
Net increase in net
assets resulting from
operations 511,430
----------
DISTRIBUTIONS TO SHAREHOLDERS
FROM NET INVESTMENT INCOME:
High Yield Opportunities A Class (80,294)
High Yield Opportunities B Class -
High Yield Opportunities C Class -
High Yield Opportunities Institutional Class (44,578)
----------
(124,872)
----------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
High Yield Opportunities A Class 5,471,885
High Yield Opportunities B Class -
High Yield Opportunities C Class -
High Yield Opportunities Institutional Class 3,000,006
Net asset value of shares issued upon
reinvestment of dividends from net
investment income
High Yield Opportunities A Class 80,314
High Yield Opportunities B Class -
High Yield Opportunities C Class -
High Yield Opportunities Institutional Class 44,589
----------
8,596,794
----------
Cost of shares repurchased:
High Yield Opportunities A Class -
High Yield Opportunities B Class -
High Yield Opportunities C Class -
High Yield Opportunities Institutional Class -
----------
-
----------
Increase in net assets derived from capital
share transactions 8,596,794
----------
NET INCREASE IN NET ASSETS 8,983,352
----------
NET ASSETS:
Beginning of period -
End of period (including undistributed
net investment income of $139,777) $ 8,983,352
===========
See accompanying notes.
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH YIELD OPPORTUNITIES FUND
Notes to Financial Statements
For the Period Ended
May 31, 1997
(Unaudited)
Delaware Group Income Funds, Inc. - High Yield Opportunities Fund, Inc. (the
"Fund") registered as a diversified open-end investment company under the
Investment Company Act of 1940, as amended. The Fund is organized as a Maryland
corporation and offers four classes of shares.
The objective of the Fund is to seek to provide investors with high current
income and total return.
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 4:00 pm EST 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 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. Money
market instruments having less than 60 days to maturity are valued at amortized
cost which approximates market value.
Federal Income Taxes-The Series 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.
Repurchase Agreements-The Series may invest in a pooled cash account along with
other members of the Delaware Group 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 Series'
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.
Class Accounting - Expenses directly attributable to a class are charged to that
class. Other common expenses are prorated between all classes of the Fund.
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 Group 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. Interest income
is recorded on an accrual basis. Original issue discounts are accreted to
interest income over the lives of the respective securities. As of April 1,
1997, the fund declares dividends daily from net investment income and pays such
dividends monthly.
<PAGE>
Notes to Financial Statements (Continued)
2. Investment Management Fees and Other Transactions with Affiliates
In accordance with the terms of the Investment Management Agreement, the Fund
pays Delaware Management Company, Inc. (DMC), the investment manager of the
Fund, an annual fee which is calculated daily at the rate of 0.65% of average
daily net assets of the Fund. At May 31, 1997, the Fund had a liability for
Investment Management fees and other expenses payable to DMC of $27,963.
DMC has elected voluntarily to waive that portion, if any, of the annual
management fees payable by the Fund to the extent necessary to ensure that the
annual operating expenses exclusive of taxes, interest, brokerage commissions
and extraordinary expenses do not exceed 0.75% for each class through June 30,
1997. Total expenses absorbed by DMC were $18,539.
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 Class and C Class. No distribution expenses are paid
by the Institutional Class. At May 31, 1997, the Fund had a liability for other
expenses payable to DDLP of $250.
The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC
to serve as dividend disbursing and transfer agent for the Fund. For the period
ended May 31, 1997, the amount expensed for these services was $449. The Fund
also engaged DSC to provide accounting services for the Fund. For the period
ended May 31, 1997 the Fund has expensed $979 for these services. At May 31,
1997, the Fund had a liability for these and other expenses payable to DSC of
$2,584.
Certain officers of DMC 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 May 31, 1997, the Fund made purchases of $19,058,821 and
sales of $10,386,954 of investment securities other than direct U.S. government
securities and temporary cash investments.
At May 31, 1997, net unrealized appreciation for federal income tax purposes
aggregated $143,125 of which $175,608 related to unrealized appreciation of
securities and $32,483 related to unrealized depreciation of securities.
<PAGE>
Notes to Financial Statements (Continued)
4. Capital Stock
Transactions in capital stock shares were as follows:
1/2/97*
TO
5/31/97
-------
Shares sold:
High-Yield Opportunities Fund A Class 982,509
High-Yield Opportunities Fund B Class -
High-Yield Opportunities Fund C Class -
High-Yield Opportunities Institutional Class 545,455
Shares issued upon reinvestment of dividends
from net investment income:
High-Yield Opportunities Fund A Class 14,048
High-Yield Opportunities Fund B Class -
High-Yield Opportunities Fund C Class
High-Yield Opportunities Institutional Class 7,795
---------
1,549,807
---------
Shares repurchased:
High-Yield Opportunities Fund A Class -
High-Yield Opportunities Fund B Class -
High-Yield Opportunities Fund C Class -
High-Yield Opportunities Institutional Class -
---------
-
---------
Net increase 1,549,807
=========
- ----------------------
*Date of initial public offering.
5. Concentration of Credit Risk
The Fund invests in high-yield fixed income securities which carry ratings of BB
or lower by Standard & Poors and/or Ba or lower by Moody's. Investments in these
higher yielding securities may be accompanied by a greater degree of credit risk
than higher rated securities. Additionally, lower-rated securities may be more
susceptible to adverse economic and competitive industry conditions than
investment grade securities.
The Fund may invest up to 15% of its assets in illiquid securities which 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. Securities that are exempt from registration under
rule 144A have been denoted in the Statement of Net Assets. Of these securities,
none have been determined to be illiquid.
<PAGE>
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - Financial Highlights for Delchester Fund and
Strategic Income Fund
*Part B - Statement of Net Assets
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Report of Independent Auditors
*The financial statements and Report of Independent Auditors
listed above relating to Delchester Fund are incorporated by
reference into Part B from the Registrant's Annual Report for
the fiscal year ended July 31, 1996. Unaudited financial
statements relating to each Fund are incorporated by reference
into Part B from the Registrant's Semi-Annual Reports for the
period ended January 31, 1997. High-Yield Opportunities Fund
commenced operations on January 2, 1997. Unaudited financial
statements relating to High-Yield Opportunities Fund for the
period ended May 31, 1997 are included in Part B.
(b) Exhibits:
(1) Articles of Incorporation.
(a) Articles of Incorporation, as amended and
supplemented through November 22, 1995,
incorporated into this filing by reference to
Post-Effective Amendment No. 52 filed November 22,
1995.
(b) Executed Articles Supplementary (November 28,
1995) incorporated into this filing by reference
to Post-Effective Amendment No. 53 filed July 17,
1996.
(c) Executed Articles of Amendment (September 24,
1996) incorporated into this filing by reference
to Post-Effective Amendment No. 55 filed October
17, 1996.
(d) Executed Articles Supplementary (September 24,
1996) incorporated into this filing by reference
to Post-Effective Amendment No. 55 filed October
17, 1996.
<PAGE>
PART C - Other Information
(Continued)
(e) Executed Articles Supplementary (December 27,
1996) incorporated into this filing by reference
to Post-Effective Amendment No. 56 filed March 3,
1997.
(2) By-Laws. By-Laws, as amended to date, incorporated into
this filing by reference to Post-Effective Amendment
No. 52 filed November 22, 1995.
(3) Voting Trust Agreement. Inapplicable.
(4) Copies of All Instruments Defining the Rights of
Holders.
(a) Articles of Incorporation, Articles of Amendment
and Articles Supplementary.
(i) Article Second of Articles Supplementary
(June 1, 1992 and April 29, 1995), Article
Fifth of Articles of Incorporation (March
4, 1983) and Article Tenth of Articles of
Amendment (May 2, 1985) incorporated into
this filing by reference to Post-Effective
Amendment No. 52 filed November 22, 1995.
(ii) Article Third of Articles Supplementary
(November 28, 1995) incorporated into this
filing by reference to Post-Effective
Amendment No. 53 filed July 17, 1996.
(iii) Article Fourth of Articles Supplementary
(September, 24, 1996) incorporated into
this filing by reference to Post-Effective
Amendment No. 55 filed October 17, 1996.
(iv) Article Fourth of Articles Supplementary
(December 27, 1996) incorporated into this
filing by reference to Post-Effective
Amendment No. 56 filed March 3, 1997.
(b) By-Laws. Article II, Article III, as amended, and
Article XIII, which was subsequently redesignated
as Article XIV, incorporated into this filing by
reference to Post-Effective Amendment No. 52 filed
November 22, 1995.
<PAGE>
PART C - Other Information
(Continued)
(5) Investment Management Agreements.
(a) Executed Investment Management Agreement (April 3,
1995) between Delaware Management Company, Inc.
and the Registrant on behalf of Delchester Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 52 filed November 22,
1995.
(b) Executed Investment Management Agreement
(September 30, 1996) between Delaware Management
Company, Inc. and the Registrant on behalf of
Strategic Income Fund incorporated into this
filing by reference to Post-Effective Amendment
No. 55 filed October 17, 1996.
(c) Executed Sub-Advisory Agreement (September 30,
1996) between Delaware Management Company, Inc.
and Delaware International Advisers Ltd. with
respect to Strategic Income Fund incorporated into
this filing by reference to Post-Effective
Amendment No. 55 filed October 17, 1996.
(d) Proposed Investment Management Agreement (1996)
between Delaware Management Company, Inc. and the
Registrant on behalf of High-Yield Opportunities
Fund incorporated into this filing by reference to
Post-Effective Amendment No. 55 filed October 17,
1996.
(6) (a) Distribution Agreements.
(i) Executed Distribution Agreement (April 3,
1995) between Delaware Distributors, L.P.
and the Registrant on behalf of Delchester
Fund incorporated into this filing by
reference to Post-Effective Amendment No.
53 filed July 17, 1996.
(ii) Executed Amendment No. 1 to Distribution
Agreement (November 29, 1995) between
Delaware Distributors, L.P. and the
Registrant on behalf of Delchester Fund
incorporated into this filing by reference
to Post-Effective Amendment No. 53 filed
July 17, 1996.
<PAGE>
PART C - Other Information
(Continued)
(iii) Executed Distribution Agreement (September
30, 1996) between Delaware Distributors,
L.P. and the Registrant on behalf of
Strategic Income Fund incorporated into
this filing by reference to Post-Effective
Amendment No. 55 filed October 17, 1996.
(iv) Proposed Distribution Agreement (1996)
between Delaware Distributors, L.P. and the
Registrant on behalf of High-Yield
Opportunities Fund (Module) incorporated
into this filing by reference to
Post-Effective Amendment No. 55 filed
October 17, 1996.
(b) Administration and Service Agreement. Form of
Administration and Service Agreement (as amended
November 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 52 filed
November 22, 1995.
(c) Dealer's Agreement. Dealer's Agreement (as
amended November 1995) incorporated into this
filing by reference to Post-Effective Amendment
No. 52 filed November 22, 1995.
(d) Mutual Fund Agreement for the Delaware Group of
Funds (as amended November 1995) incorporated into
this filing by reference to Post-Effective
Amendment No. 53 filed July 17, 1996.
(7) Bonus, Profit Sharing, Pension Contracts.
(a) Amended and Restated Profit Sharing Plan (November
17, 1994) incorporated into this filing by
reference to Post-Effective Amendment No. 52 filed
November 22, 1995.
(b) Amendment to Profit Sharing Plan (December 21,
1995) incorporated into this filing by reference
to Post-Effective Amendment No. 53 filed July 17,
1996.
(8) Custodian Agreements.
(a) Executed Custodian Agreement (May 1, 1996) between
The Chase Manhattan Bank and the Registrant on
behalf of Delchester Fund incorporated into this
filing by reference to Post-Effective Amendment
No. 53 filed July 17, 1996.
<PAGE>
PART C - Other Information
(Continued)
(b) Form of Securities Lending Agreement (1996)
between The Chase Manhattan Bank and the
Registrant on behalf of Delchester Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 53 filed July 17,
1996.
(c) Form of Custodian Agreement (1996) between
Bankers Trust Company and the Registrant on behalf
of Strategic Income Fund incorporated into this
filing by reference to Post-Effective Amendment
No. 53 filed July 17, 1996.
(d) Form of Securities Lending Agreement (1996)
between Bankers Trust Company and the Registrant
on behalf of Strategic Income Fund incorporated
into this filing by reference to Post-Effective
Amendment No. 53 filed July 17, 1996.
(e) Form of Custodian Agreement (1996) between The
Chase Manhattan Bank and the Registrant on behalf
of High-Yield Opportunities Fund incorporated into
this filing by reference to Post-Effective
Amendment No. 55 filed October 17, 1996.
(f) Form of Securities Lending Agreement (1996)
between The Chase Manhattan Bank and the
Registrant on behalf of High-Yield Opportunities
Fund incorporated into this filing by reference to
Post-Effective Amendment No. 55 filed October 17,
1996.
(9) Other Material Contracts.
(a) Executed Amended and Restated Shareholders
Services Agreement (December 27, 1996) between
Delaware Service Company, Inc. and the Registrant
on behalf of Delchester Fund, Strategic Income
Fund and High-Yield Opportunities Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 56 filed March 3,
1997.
(b) Executed Delaware Group of Funds Fund Accounting
Agreement between Delaware Service Company, Inc.
and the Registrant (August 19, 1996) incorporated
into this filing by reference to Post-Effective
Amendment No. 54 filed September 27, 1996.
(i) Executed Amendment No. 5 (May 1, 1997) to
Schedule A to Delaware Group of Funds Fund
Accounting Agreement attached as Exhibit.
<PAGE>
PART C - Other Information
(Continued)
(10) Opinion of Counsel. Filed with letter relating to
Rule 24f-2 on September 20, 1996.
(11) Consent of Auditors. Attached as Exhibit.
(12-13) Inapplicable.
(14) Model Plans. Incorporated into this filing by reference
to Post-Effective Amendment No. 49 filed September 28,
1993 and Post-Effective Amendment No. 52 filed
November 22, 1995.
**(15) Plans under Rule 12b-1.
(a) Plan under Rule 12b-1 for Delchester Fund A Class
(November 29, 1995) incorporated into this filing
by reference to Post-Effective Amendment No. 53
filed July 17, 1996.
(b) Plan under Rule 12b-1 for Delchester Fund B Class
(November 29, 1995) incorporated into this filing
by reference to Post-Effective Amendment No. 53
filed July 17, 1996.
(c) Plan under Rule 12b-1 for Delchester Fund C Class
(November 29, 1995) incorporated into this filing
by reference to Post-Effective Amendment No. 53
filed July 17, 1996.
(d) Plan under Rule 12b-1 for Strategic Income Fund A
Class (September 30, 1996) incorporated into this
filing by reference to Post-Effective Amendment
No. 55 filed October 17, 1996.
(e) Plan under Rule 12b-1 for Strategic Income Fund B
Class (September 30, 1996) incorporated into this
filing by reference to Post-Effective Amendment
No. 55 filed October 17, 1996.
(f) Plan under Rule 12b-1 for Strategic Income Fund C
Class (September 30, 1996) incorporated into this
filing by reference to Post-Effective Amendment
No. 55 filed October 17, 1996.
** Relates to A, B and C Classes of Delchester Fund, Strategic Income Fund and
High-Yield Opportunities Fund.
<PAGE>
PART C - Other Information
(Continued)
(g) Plan under Rule 12b-1 for High-Yield
Opportunities Fund A Class (December 27, 1996)
(Module) incorporated into this filing by
reference to Post-Effective Amendment No. 55 filed
October 17, 1996.
(h) Plan under Rule 12b-1 for High-Yield
Opportunities Fund B Class (December 27, 1996)
(Module) incorporated into this filing by
reference to Post-Effective Amendment No. 55 filed
October 17, 1996.
(i) Plan under Rule 12b-1 for High-Yield
Opportunities Fund C Class (December 27, 1996)
(Module) incorporated into this filing by
reference to Post-Effective Amendment No. 55 filed
October 17, 1996.
(16) Schedules of Computation for each Performance
Quotation.
(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 52 filed November 22,
1995, Post-Effective Amendment No. 54 filed
September 27, 1996 and Post-Effective Amendment
No. 56 filed March 3, 1997.
(b) Schedules of Computation for each Performance
Quotation for periods not previously
electronically filed attached as Exhibit.
(17) Financial Data Schedules.
(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 54 filed September
27, 1996 and Post-Effective Amendment No. 56 filed
March 3, 1997.
(b) Financial Data Schedules for the period ended
January 31, 1997 for Delchester Fund attached as
Exhibit.
(c) Financial Data Schedules for the period ended
May 31, 1997 for High-Yield Opportunities Fund
attached as Exhibit.
<PAGE>
PART C - Other Information
(Continued)
***(18) Plan under Rule 18f-3.
(a) Plan under Rule 18f-3 (November 29, 1995) (Module)
incorporated into this filing by reference to
Post-Effective Amendment No. 55 filed October 17,
1996.
(b) Amended Appendix A (September 30, 1996) to Plan
under Rule 18f-3 incorporated into this filing by
reference to Post-Effective Amendment No. 55 filed
October 17, 1996.
(19) Other: Directors' Power of Attorney.
(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 52 filed November 22,
1995.
(b) Power of Attorney for Thomas F. Madison and
Jeffrey J. Nick attached as Exhibit.
***Relates to Strategic Income Fund.
Item 25. Persons Controlled by or under Common Control with Registrant. None.
<PAGE>
PART C - Other Information
(Continued)
Item 26. Number of Holders of Securities.
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Delaware Group Income Funds, Inc.
Delchester Fund series:
Delchester Fund A Class
Common Stock Par Value 44,546 Accounts as of
$1.00 Per Share May 31, 1997
Delchester Fund B Class
Common Stock Par Value 9,435 Accounts as of
$1.00 Per Share May 31, 1997
Delchester Fund C Class
Common Stock Par Value 602 Accounts as of
$1.00 Per Share May 31, 1997
Delchester Fund Institutional Class
Common Stock Par Value 36 Accounts as of
$1.00 Per Share May 31, 1997
Delaware Group Income Funds, Inc.
Strategic Income Fund series:
Strategic Income Fund A Class
Common Stock Par Value 368 Accounts as of
$1.00 Per Share May 31, 1997
Strategic Income Fund B Class
Common Stock Par Value 316 Accounts as of
$1.00 Per Share May 31, 1997
Strategic Income Fund C Class
Common Stock Par Value 54 Accounts as of
$1.00 Per Share May 31, 1997
<PAGE>
PART C - Other Information
(Continued)
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Strategic Income Fund Institutional Class
Common Stock Par Value 9 Accounts as of
$1.00 Per Share May 31, 1997
Delaware Group Income Funds, Inc.
High-Yield Opportunities Fund series:
High-Yield Opportunities Fund A Class
Common Stock Par Value 7 Accounts as of
$1.00 Per Share May 31, 1997
High-Yield Opportunities Fund B Class
Common Stock Par Value 0 Accounts as of
$1.00 Per Share May 31, 1997
High-Yield Opportunities Fund C Class
Common Stock Par Value 0 Accounts as of
$1.00 Per Share May 31, 1997
High-Yield Opportunities Fund
Institutional Class
Common Stock Par Value 2 Accounts as of
$1.00 Per Share May 31, 1997
Item 27. Indemnification. Incorporated into this filing by reference to
Post-Effective Amendment No. 30 filed July 28, 1983 and Article VII
of the By-Laws, as amended, incorporated into this filing by
reference to Post-Effective Amendment No. 52 filed November 22, 1995.
<PAGE>
PART C - Other Information
(Continued)
Item 28. Business and Other Connections of Investment Adviser.
Delaware Management Company, Inc. (the "Manager") serves as investment
manager to the Registrant and also serves as investment manager or sub-adviser
to certain of the other funds in the Delaware Group (Delaware Group Equity Funds
I, Inc., Delaware Group Equity Funds II, Inc., Delaware Group Trend Fund, Inc.,
Delaware Group Equity Funds IV, Inc., Delaware Group Equity Funds V, Inc.,
Delaware Group Government Fund, Inc., Delaware Group Limited-Term Government
Funds, Inc., Delaware Group Cash Reserve, Inc., Delaware Group Tax-Free Fund,
Inc., DMC Tax-Free Income Trust-Pennsylvania, Delaware Group Tax-Free Money
Fund, Inc., Delaware Group Premium Fund, Inc., Delaware Group Global &
International Funds, Inc., Delaware Pooled Trust, Inc., Delaware Group Adviser
Funds, Inc., Delaware Group Dividend and Income Fund, Inc., Delaware Group
Global Dividend and Income Fund, Inc., Voyageur Tax-Free Funds, Inc., Voyageur
Intermediate Tax-Free Funds, Inc., Voyageur Insured Funds, Inc., Voyageur Funds,
Inc., Voyageur Investment Trust, Voyageur Investment Trust II, Voyageur Mutual
Funds, Inc., Voyageur Mutual Funds II, Inc., Voyageur Mutual Funds III, Inc.,
Voyageur Arizona Municipal Income Fund, Inc., Voyageur Colorado Insured
Municipal Income Fund, Inc., Voyageur Florida Insured Municipal Income Fund,
Voyageur Minnesota Municipal Fund, Inc., Voyageur Minnesota Municipal Fund II,
Inc. and Voyageur Minnesota Municipal Fund III, Inc.) and provides investment
advisory services to institutional accounts, primarily retirement plans and
endowment funds. In addition, certain directors of the Manager also serve as
directors/trustees of the other Delaware Group funds, and certain officers are
also officers of these other funds. A company owned by the Manager's parent
company acts as principal underwriter to the mutual funds in the Delaware Group
(see Item 29 below) and another such company acts as the shareholder services,
dividend disbursing, accounting servicing and transfer agent for all of the
mutual funds in the Delaware Group.
<PAGE>
PART C - Other Information
(Continued)
The following persons serving as directors or officers of the Manager
have held the following positions during the past two years:
<TABLE>
<CAPTION>
Name and Principle Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Wayne A. Stork Chairman of the Board, President, Chief Executive Officer, Chief
Investment Officer and Director of Delaware Management Company,
Inc.; President, Chief Executive Officer, Chairman of the Board and
Director of the Registrant, each of the other funds in the Delaware
Group, Delaware Management Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders Holdings, Inc.; Chairman of
the Board and Director of Delaware Distributors, Inc. and Delaware
Capital Management, Inc.; Chairman, Chief Executive Officer and
Director of Delaware International Advisers Ltd.; and Director of
Delaware Service Company, Inc. and Delaware Investment &
Retirement Services, Inc.
Richard G. Unruh, Jr. Executive Vice President and Director of Delaware Management
Company, Inc.; Executive Vice President of the Registrant and each
of the other funds in the Delaware Group; Senior Vice President of
Delaware Management Holdings, Inc. and Delaware Capital Management,
Inc; and Director of Delaware International Advisers Ltd.
Board of Directors, Chairman of Finance Committee, Keystone Insurance
Company since 1989, 2040 Market Street, Philadelphia, PA; Board of
Directors, Chairman of Finance Committee, AAA Mid Atlantic, Inc.
since 1989, 2040 Market Street, Philadelphia, PA; Board of Directors,
Metron, Inc. since 1995, 1911 Freedom Drive, Reston, VA.
Paul E. Suckow Executive Vice President/Chief Investment Officer, Fixed Income of
Delaware Management Company, Inc., the Registrant and each of the
other funds in the Delaware Group; Executive Vice President and
Director of Founders Holdings, Inc.; Senior Vice President/Chief
Investment Officer, Fixed Income of Delaware Management Holdings,
Inc.; Senior Vice President of Delaware Capital Management, Inc.; and
Director of Founders CBO Corporation.
Director, HYPPCO Finance Company Ltd.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principle Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
David K. Downes Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Director of Delaware Management Company,
Inc., DMH Corp, Delaware Distributors, Inc., Founders Holdings, Inc.
and Delaware International Holdings Ltd.; Executive Vice President,
Chief Operating Officer and Chief Financial Officer of the Registrant
and each of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., Founders CBO Corporation and Delaware
Capital Management, Inc.; Chairman and Director of Delaware
Management Trust Company; President, Chief Executive Officer, Chief
Financial Officer and Director of Delaware Service Company, Inc.;
Chairman and Director of Delaware Investment & Retirement Services,
Inc.; Director of Delaware International Advisers Ltd.; and Senior Vice
President, Chief Administrative Officer and Chief Financial Officer of
Delaware Distributors, L.P.
Chief Executive Officer and Director of Forewarn, Inc. since 1993,
8 Clayton Place, Newtown Square, PA.
George M. Senior Vice President, Secretary and Director of Delaware
Chamberlain, Jr. Management Company, Inc., DMH Corp., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Founders Holdings, Inc., Delaware Capital
Management, Inc. and Delaware Investment & Retirement Services, Inc.;
Senior Vice President and Secretary of the Registrant, each of the other
funds in the Delaware Group, Delaware Distributors, L.P. and
Delaware Management Holdings, Inc.; Executive Vice President, Secretary
and Director of Delaware Management Trust Company; Secretary and Director
of Delaware International Holdings Ltd.; and Director of Delaware
International Advisers Ltd.
</TABLE>
*Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principle Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Richard J. Flannery Senior Vice President/Corporate and International Affairs of Delaware
Management Holdings, Inc., DMH Corp., Delaware Management
Company, Inc., Delaware Distributors, Inc., Delaware Distributors,
L.P., Delaware Management Trust Company and Delaware Capital
Management, Inc.; Managing Director/Corporate & Tax Affairs of
Delaware Service Company, Inc. and Delaware Investment &
Retirement Services, Inc.; Vice President of the Registrant and each of
the other funds in the Delaware Group; Senior Vice President/
Corporate and International Affairs and Director of Founders
Holdings, Inc. and Delaware International Holdings Ltd.; Senior Vice
President of Founders CBO Corporation; and Director of Delaware
International Advisers Ltd.
Director, HYPPCO Finance Company Ltd.
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd.,
Elverton, PA; Director and Member of Executive Committee of
Stonewall Links, Inc. since 1991, Bulltown Rd., Elverton, PA.
Michael P. Bishof(1) Senior Vice President of Delaware Management Company, Inc. and
Delaware Distributors, Inc.; Vice President and Treasurer of the
Registrant, each of the other funds in the Delaware Group, Delaware
Distributors, L.P., Delaware Service Company, Inc. and Founders
Holdings, Inc.; Assistant Treasurer of Founders CBO Corporation;
and Vice President and Manager of Investment Accounting of
Delaware International Holdings Ltd.
Eric E. Miller Vice President and Assistant Secretary of Delaware Management
Company, Inc., the Registrant, each of the other funds in the Delaware
Group, Delaware Management Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware Distributors Inc., Delaware Service
Company, Inc., Delaware Management Trust Company, Founders
Holdings, Inc., Delaware Capital Management, Inc. and Delaware
Investment & Retirement Services, Inc.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principle Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Richelle S. Maestro Vice President and Assistant Secretary of Delaware Management
Company, Inc., the Registrant, each of the other funds in the Delaware
Group, Delaware Management Holdings, Inc., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware Service Company, Inc.,
DMH Corp., Delaware Management Trust Company, Delaware
Capital Management, Inc., Delaware Investment & Retirement
Services, Inc. and Founders Holdings, Inc.; Secretary of Founders
CBO Corporation; and Assistant Secretary of Delaware International
Holdings Ltd.
Partner of Tri-R Associates since 1989, 10001
Sandmeyer Lane, Philadelphia, PA.
Joseph H. Hastings Senior Vice President/Corporate Controller and Treasurer of
Delaware Management Holdings, Inc., DMH Corp. and Delaware
Management Company, Inc.; Senior Vice President and Treasurer of
Delaware Distributors, Inc.; Senior Vice President/Corporate
Controller of Founders Holdings, Inc.; Vice President and Treasurer
of Delaware Capital Management, Inc.; Vice President/Corporate
Controller of the Registrant, each of the other funds in the Delaware
Group, Delaware Distributors, L.P., Delaware Service Company, Inc.,
and Delaware International Holdings Ltd.; Executive Vice President,
Chief Financial Officer and Treasurer of Delaware Management Trust
Company; Chief Financial Officer and Treasurer of Delaware
Investment & Retirement Services, Inc.; and Assistant Treasurer of
Founders CBO Corporation.
Richard Salus(2) Vice President/Assistant Controller of Delaware Management
Company, Inc.; and Vice President of Delaware Management Trust
Company.
Bruce A. Ulmer Vice President/Director of Internal Audit of Delaware
Management Company, Inc., the Registrant, each of the other funds in
the Delaware Group, Delaware Management Holdings, Inc., DMH Corp.
and Delaware Management Trust Company; and Vice President/Internal
Audit of Delaware Investment & Retirement Services, Inc.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principle Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Steven T. Lampe(3) Vice President/Taxation of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware Service Company, Inc.,
Delaware Management Trust Company, Founders Holdings, Inc.,
Founders CBO Corporation, Delaware Capital Management, Inc. and
Delaware Investment & Retirement Services, Inc.
Lisa O. Brinkley Vice President/Compliance of Delaware Management Company, Inc.,
the Registrant, each of the other funds in the Delaware Group, DMH
Corp., Delaware Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware Management Trust
Company, Delaware Capital Management, Inc. and Delaware
Investment & Retirement Services, Inc.
Rosemary E. Milner Vice President/Legal of Delaware Management Company, Inc., the
Registrant, each of the other funds in the Delaware Group, Delaware
Distributors, L.P. and Delaware Distributors, Inc.
Douglas L. Anderson Vice President/Operations of Delaware Management Company, Inc.,
Delaware Investment and Retirement Services, Inc. and Delaware
Service Company, Inc.; and Vice President/Operations and Director of
Delaware Management Trust Company.
Michael T. Taggart Senior Vice President/Facilities Management and Administrative
Services of Delaware Management Company, Inc.
Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of the tax-exempt funds,
the fixed income funds and the closed-end funds in the Delaware Group;
Vice President of Founders Holdings, Inc.; and Treasurer, Assistant
Secretary and Director of Founders CBO Corporation.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principle Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Paul A. Matlack Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt funds, the fixed income funds and
the closed-end funds in the Delaware Group; Vice President of Founders
Holdings, Inc.; and President and Director of Founders CBO Corporation.
Gary A. Reed Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt funds and the fixed income funds in
the Delaware Group and Delaware Capital Management, Inc.
Patrick P. Coyne Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt funds and the fixed income funds in
the Delaware Group and Delaware Capital Management, Inc.
Roger A. Early Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.,
the Registrant, each of the tax-exempt funds and the fixed income funds in
the Delaware Group.
Mitchell L. Conery(4) Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.,
the Registrant and each of the tax-exempt and fixed income funds in the
Delaware Group.
George H. Burwell Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.
and each of the equity funds in the Delaware Group.
John B. Fields Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.,
each of the equity funds in the Delaware Group and Delaware Capital
Management, Inc.
Paul Grillo Vice President/Portfolio Manager of Delaware Management Company, Inc., the
Registrant and each of the tax-exempt and fixed income funds in the Delaware
Group.
Babak Zenouzi Vice President/Portfolio Manager of the Registrant, each of the equity funds
and the closed-end funds in the Delaware Group.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principle Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
Gerald S. Frey(5) Vice President/Senior Portfolio Manager of Delaware Management Company, Inc.
and each of the equity funds in the Delaware Group.
1 VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS, Bankers Trust and VICE PRESIDENT,
CS First Boston Investment Management prior to June 1995.
2 SENIOR MANAGER, Ernst & Young LLP prior to December 1996.
3 TAX MANAGER, Price Waterhouse prior to October 1995.
4 INVESTMENT OFFICER, Travelers Insurance prior to January 1997.
5 SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June 1996.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
Delaware International Advisers Ltd. ("Delaware International") serves
as sub-investment adviser to Strategic Income Fund of the Registrant and also
serves as investment manager or sub-investment adviser to certain of the other
funds in the Delaware Group (Delaware Group Global Dividend and Income Fund,
Inc., Delaware Group Global & International Funds, Inc., Delaware Pooled Trust,
Inc. and Delaware Group Premium Fund, Inc.) and other institutional accounts.
Information regarding the officers and directors of Delaware
International and the positions they have held with the Registrant during the
past two fiscal years is provided below.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ------------------ ---------------------------------------------------------------
<S> <C>
*Wayne A. Stork Chairman, Chief Executive Officer and Director of Delaware
International Advisers Ltd.; Chairman of the Board, President,
Chief Executive Officer, Chief Investment Officer and Director of
Delaware Management Company, Inc.; President, Chief Executive
Officer, Chairman of the Board and Director of the Registrant, each
of the other funds in the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp., Delaware International Holdings Ltd.
and Founders Holdings, Inc.; Chairman of the Board and Director
of Delaware Distributors, Inc. and Delaware Capital Management,
Inc.; and Director of Delaware Service Company, Inc. and
Delaware Investment & Retirement Services, Inc.
**G. Roger H. Kitson Vice Chairman and Director of Delaware International Advisers Ltd.
**David G. Tilles Managing Director, Chief Investment Officer and Director of
Delaware International Advisers Ltd.
**John Emberson Secretary, Compliance Officer, Finance Director and Director of
Delaware International Advisers Ltd.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
** Business address of each is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ------------------ ---------------------------------------------------------------
<S> <C>
*David K. Downes Director of Delaware International Advisers Ltd.; Executive Vice
President, Chief Operating Officer, Chief Financial Officer and
Director of Delaware Management Company, Inc., DMH Corp,
Delaware Distributors, Inc., Founders Holdings, Inc. and Delaware
International Holdings Ltd.; Executive Vice President, Chief
Operating Officer and Chief Financial Officer of the Registrant and
each of the other funds in the Delaware Group, Delaware
Management Holdings, Inc., Founders CBO Corporation and
Delaware Capital Management, Inc.; Chairman and Director of
Delaware Management Trust Company; President, Chief Executive
Officer, Chief Financial Officer and Director of Delaware Service
Company, Inc.; Chairman and Director of Delaware Investment &
Retirement Services, Inc.; and Senior Vice President, Chief
Administrative Officer and Chief Financial Officer of Delaware
Distributors, L.P.
Chief Executive Officer and Director of Forewarn, Inc. since 1993,
8 Clayton Place, Newtown Square, PA.
*Richard G. Unruh, Jr. Director of Delaware International Advisers Ltd.; Executive Vice
President and Director of Delaware Management Company, Inc.;
Executive Vice President of the Registrant and each of the other
funds in the Delaware Group; and Senior Vice President of
Delaware Management Holdings, Inc. and Delaware Capital
Management, Inc.
Board of Directors, Chairman of Finance Committee, Keystone Insurance
Company since 1989, 2040 Market Street, Philadelphia, PA;
Board of Directors, Chairman of Finance Committee, Mid Atlantic, Inc.
since 1989, 2040 Market Street, Philadelphia, PA; Board of Directors,
Metron, Inc. since 1995, 11911 Freedom Drive, Reston, VA.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
** Business address of each is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ------------------ ---------------------------------------------------------------
<S> <C>
*Richard J. Flannery Director of Delaware International Advisers Ltd.; Senior Vice
President/Corporate and International Affairs of Delaware
Management Holdings, Inc., DMH Corp., Delaware Management
Company, Inc., Delaware Distributors, Inc., Delaware Distributors,
L.P., Delaware Management Trust Company and Delaware Capital
Management, Inc.; Managing Director/Corporate & Tax Affairs of
Delaware Service Company, Inc. and Delaware Investment &
Retirement Services, Inc.; Vice President of the Registrant and each
of the other funds in the Delaware Group; Senior Vice President/
Corporate and International Affairs and Director of Founders
Holdings, Inc. and Delaware International Holdings Ltd.; and
Senior Vice President of Founders CBO Corporation.
Director of HYPPCO Finance Company, Ltd.
Limited Partner of Stonewall Links, L.P. since 1991, Bulltown Rd.,
Elverton, PA; Director and Member of Executive Committee of
Stonewall Links, Inc. since 1991, Bulltown Rd., Elverton, PA.
*John C. E. Campbell Director of Delaware International Advisers Ltd.
*George M. Chamberlain, Jr. Director of Delaware International Advisers Ltd.; Senior Vice
President, Secretary and Director of Delaware Management Company, Inc.,
DMH Corp., Delaware Distributors, Inc., Delaware Service Company, Inc.,
Founders Holdings, Inc., Delaware Capital Management, Inc. and
Delaware Investment & Retirement Services, Inc.; Senior Vice President
and Secretary of the Registrant, each of the other funds in the
Delaware Group, Delaware Distributors, L.P. and Delaware Management
Holdings, Inc.; Executive Vice President, Secretary and Director of
Delaware Management Trust Company; and Secretary and Director of
Delaware International Holdings Ltd.
*George E. Deming Director of Delaware International Advisers Ltd.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
** Business address of each is Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principle Positions and Offices with the Manager and its
Business Address * Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
**Timothy W. Sanderson Senior Portfolio Manager, Deputy Compliance Officer, Director
Equity Research and Director of Delaware International Advisers
Ltd.
**Clive A. Gillmore Senior Portfolio Manager, Director U.S. Mutual Fund Liaison and
Director of Delaware International Advisers Ltd.
**Hamish O. Parker Senior Portfolio Manager, Director U.S. Marketing Liaison and
Director of Delaware International Advisers Ltd.
**Ian G. Sims Senior Portfolio Manager, Deputy Managing Director and Director
of Delaware International Advisers Ltd.
**Nigel G. May Senior Portfolio Manager and Director of Delaware International
Advisers Ltd.
**Elizabeth A. Desmond Senior Portfolio Manager and Director of Delaware International
Advisers Ltd.
**Gavin A. Hall Senior Portfolio Manager of Delaware International Advisers Ltd.
**Robert Akester Senior Portfolio Manager of Delaware International Advisers Ltd.
**Hywel Morgan Senior Portfolio Manager of Delaware International Advisers Ltd.
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
** Business address of each is Veritas House, 125 Finsbury Pavement, London
England EC2A 1NQ.
<PAGE>
PART C - Other Information
(Continued)
Item 29. Principal Underwriters.
(a) Delaware Distributors, L.P. serves as principal underwriter for
all the mutual funds in the Delaware Group.
(b) Information with respect to each director, officer or partner
of principal underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C>
Delaware Distributors, Inc. General Partner None
Delaware Management
Company, Inc. Limited Partner Investment Manager
Delaware Capital
Management, Inc. Limited Partner None
Bruce D. Barton President and CEO None
David K. Downes Senior Vice President, Executive Vice
Chief Administrative Officer President/Chief
and Chief Financial Officer Operating Officer/
Chief Financial Officer
George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary Secretary
Terry Cunningham Senior Vice President/ None
National Sales Director
Thomas E. Sawyer Senior Vice President/ None
National Sales Director
Dana B. Hall Senior Vice President/ None
Key Accounts
William F. Hostler Senior Vice President/ None
Marketing Services
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principle Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C>
J. Chris Meyer Senior Vice President/ None
Product Development
Stephen H. Slack Senior Vice President/Wholesaler None
Richard J. Flannery Senior Vice President/Corporate Vice President
and International Affairs
Henry W. Orvin Senior Vice President/Eastern None
Division Sales Manager - Wire/
Regional Channel
Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary
Michael P. Bishof Vice President/Treasurer Vice President/Treasurer
Steven T. Lampe Vice President/Taxation Vice President/Taxation
Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller
Lisa O. Brinkley Vice President/ Vice President/
Compliance Compliance
Rosemary E. Milner Vice President/Legal Vice President/Legal
Daniel H. Carlson Vice President/Marketing None
Joseph M. Barrett Vice President/
Media Relations None
Diane M. Anderson Vice President/ None
Retirement Services
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C>
Denise F. Guerriere Vice President/Client Services None
Julia R. Vander Els Vice President/Client Services None
Jerome J. Alrutz Vice President/ None
Client Services
Joanne A. Mettenheimer Vice President/ None
National Accounts
Gregory J. McMillan Vice President/ None
National Accounts
Christopher H. Price Vice President/Annuity None
Marketing & Administration
Stephen J. DeAngelis Vice President/Product None
Development
Susan T. Friestedt Vice President/Customer None
Service
Dinah J. Huntoon Vice President/Product None
Management
Soohee Lee Vice President/Fixed Income None
Product Management
Ellen M. Krott Vice President/Communications None
Holly W. Reimel Vice President/Telemarketing None
Terrence L. Bussard Vice President/Wholesaler None
William S. Carroll Vice President/Wholesaler None
William L. Castetter Vice President/Wholesaler None
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address * with Underwriter with Registrant
- ------------------ --------------------- ---------------------
<S> <C>
Thomas J. Chadie Vice President/Wholesaler None
Thomas C. Gallagher Vice President/Wholesaler None
Douglas R. Glennon Vice President/Wholesaler None
Christopher L. Johnston Vice President/Wholesaler None
Thomas P. Kennett Vice President/ Wholesaler None
William M. Kimbrough Vice President/Wholesaler None
Debra Afra Marler Vice President/Wholesaler None
Mac McAuliffe Vice President/Wholesaler None
Patrick L. Murphy Vice President/Wholesaler None
Philip G. Rickards Vice President/Wholesaler None
Laura E. Roman Vice President/Wholesaler None
Michael W. Rose Vice President/Wholesaler None
Linda Schulz Vice President/Wholesaler None
Edward B. Sheridan Vice President/Wholesaler None
Robert E. Stansbury Vice President/Wholesaler None
Larry D. Stone Vice President/Wholesaler None
John A. Wells Vice President/Marketing None
Technology
</TABLE>
* Business address of each is 1818 Market Street, Philadelphia, PA 19103.
(c) Not Applicable.
<PAGE>
PART C - Other Information
(Continued)
Item 30. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at
1818 Market Street, Philadelphia, PA 19103 or One Commerce Square,
Philadelphia, PA 19103 and in London at Veritas House, 125 Finsbury
Pavement, London, England EC2A 1NQ.
Item 31. Management Services. None.
Item 32. Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) The Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's annual
report to shareholders, upon request and without charge.
(d) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of
removal of any director when requested in writing to do so by
the record holders of not less than 10% of the outstanding
shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia, Commonwealth of Pennsylvania on this
27th day of June, 1997.
DELAWARE GROUP INCOME FUNDS, INC.
By /s/Wayne A. Stork
-------------------------------------------
Wayne A. Stork
Chairman of the Board, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- ------------------------------------------ --------------
<S> <C> <C>
/s/Wayne A. Stork Chairman of the Board, President,
- ---------------------------- Chief Executive Officer and Director June 27, 1997
Wayne A. Stork
Executive Vice President/Chief Operating
/s/David K. Downes Officer/Chief Financial Officer
- ---------------------------- (Principal Financial Officer and Principal
David K. Downes Accounting Officer) June 27, 1997
/s/Walter P. Babich *
- ---------------------------- Director June 27, 1997
Walter P. Babich
/s/Anthony D. Knerr *
- ---------------------------- Director June 27, 1997
Anthony D. Knerr
/s/Ann R. Leven *
- ---------------------------- Director June 27, 1997
Ann R. Leven
/s/W. Thacher Longstreth *
- ---------------------------- Director June 27, 1997
W. Thacher Longstreth
/s/Thomas F. Madison *
- ---------------------------- Director June 27, 1997
Thomas F. Madison
/s/Jeffrey J. Nick *
- ---------------------------- Director June 27, 1997
Jeffrey J. Nick
/s/Charles E. Peck *
- ---------------------------- Director June 27, 1997
Charles E. Peck
*By /s/Wayne A. Stork
-----------------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
EX-99.B9BV Executed Amendment No. 5 (May 1, 1997) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement
EX-99.B11 Consent of Independent Auditors
EX-99.B16B Schedules of Computation for each Performance Quotation for
periods not previously electronically filed
EX-27 Financial Data Schedules
EX-99.B19B Powers of Attorney for Thomas F. Madison and Jeffrey J. Nick
<PAGE>
AMENDMENT NO. 5
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund
Enterprise Fund
Federal Bond Fund
New Pacific Fund
U.S. Growth Fund
World Growth Fund
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Value Fund
Retirement Income Fund (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )
- ------------------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.
<PAGE>
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Emerging Markets Portfolio (New)
The Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series
2
<PAGE>
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group Trend Fund, Inc.
DMC Tax-Free Income Trust-Pennsylvania (doing business as Tax-Free
Pennsylvania Fund)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
3
<PAGE>
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
Dated as of May 1, 1997
4
<PAGE>
DELAWARE SERVICE COMPANY, INC.
By: /s/ David K. Downes
--------------------------------------------------
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX FREE MONEY FUND, INC.
DELAWARE GROUP TREND FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
By: /s/ Wayne A. Stork
--------------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer
5
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the references to our firm under the cations "Financial
Highlights" in the Prospectuses and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 57 to the Registration Statement (Form N-1A) (No.
2-37707) of Delaware Group Income Funds, Inc. of our report dated September 6,
1996, included in the Delaware Group Delchester Fund 1996 Annual Report to
Shareholders.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
June 25, 1997
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC
DELCHESTER FUND CLASS C (INCLUDING CDSC)
ANNUALIZED RATE OF RETURN
ONE YEAR
- ---------- ---------- ---------------- ---------- ----------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
- ----------
1
$1000(1 - T) = $1,102.91
T = 10.29%
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC
DELCHESTER FUND CLASS C (EXCLUDING CDSC)
ANNUALIZED RATE OF RETURN
ONE YEAR
- ---------- ---------- ---------------- ---------- ----------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
- ----------
1
$1000(1 - T) = $1,112.91
T = 11.29%
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC
DELCHESTER FUND C CLASS
TOTAL RETURN PERFORMANCE
NINE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning OFFER $6.17
Initial Shares 162.075
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 162.075 $0.430 11.536 173.611
- ------------------------------------------------------------------------------------------------------------------------------------
Ending Shares 173.611
Ending NAV x $6.37
---------
$1,105.90
Less CDSC $10.00
---------
Investment Return $1,095.90
Total Return Performance
- ------------------------
Investment Return $1,095.90
Less Initial Investment $1,000.00
---------
$95.90 / $1,000.00 x 100
Total Return: 9.59%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC
DELCHESTER FUND C CLASS
TOTAL RETURN PERFORMANCE
NINE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning OFFER $6.17
Initial Shares 162.075
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 162.075 $0.430 11.536 173.611
- -------------------------------------------------------------------------------------------------------
Ending Shares 173.611
Ending NAV $6.37
---------
Investment Return $1,105.90
Total Return Performance
- ------------------------
Investment Return $1,105.90
Less Initial Investment $1,000.00
---------
$105.90 $1,000.00 x 100
Total Return: 10.59%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC
DELCHESTER FUND C CLASS
TOTAL RETURN PERFORMANCE
ONE YEAR (INCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning OFFER $6.27
Initial Shares 159.490
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 159.490 $0.570 15.221 174.711
- -------------------------------------------------------------------------------------------------------
Ending Shares 174.711
Ending NAV x $6.37
---------
$1,112.91
Less CDSC $10.00
---------
Investment Return $1,102.91
Total Return Performance
- ------------------------
Investment Return $1,102.91
Less Initial Investment $1,000.00
---------
$102.91 / $1,000.00 x 100
Total Return: 10.29%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC
DELCHESTER FUND C CLASS
TOTAL RETURN PERFORMANCE
ONE YEAR (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning OFFER $6.27
Initial Shares 159.490
Fiscal Beginning Dividends Reinvested
Year Shares for Period Shares
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1997 159.490 $0.570 15.221
- -----------------------------------------------------------------------------------------------------
Ending Shares 174.711
Ending NAV x $6.37
---------
Investment Return $1,112.91
Total Return Performance
- ------------------------
Investment Return $1,112.91
Less Initial Investment $1,000.00
---------
$112.91 / $1,000.00 x 100
Total Return: 11.29%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH-YIELD OPPORTUNITIES FUND A CLASS
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning OFFER $6.05
Initial Shares 165.289
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 165.289 $0.081 2.362 167.651
- ----------------------------------------------------------------------------------------------------------
Ending Shares 167.651
Ending NAV x $5.80
---------
Investment Return $972.38
Total Return Performance
- ------------------------
Investment Return $972.38
Less Initial Investment $1,000.00
---------
($27.62) / $1,000.00 x 100
Total Return: -2.76%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH-YIELD OPPORTUNITIES FUND A CLASS
TOTAL RETURN PERFORMANCE
INCEPTION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning OFFER $5.77
Initial Shares 173.310
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 173.310 $0.081 2.477 175.787
- ----------------------------------------------------------------------------------------------------------
Ending Shares 175.787
Ending NAV x $5.80
---------
Investment Return $1,019.56
Total Return Performance
- ------------------------
Investment Return $1,019.56
Less Initial Investment $1,000.00
---------
$19.56 / $1,000.00 x 100
Total Return: 1.96%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH-YIELD OPPORTUNITIES FUND A CLASS
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning NAV $5.76
Initial Shares 173.611
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 173.611 $0.081 2.481 176.092
- --------------------------------------------------------------------------------------------------------------
Ending Shares 176.092
Ending NAV x $5.80
---------
Investment Return $1,021.33
Total Return Performance
- ------------------------
Investment Return $1,021.33
Less Initial Investment $1,000.00
---------
$21.33 \ $1,000.00 x 100
Total Return: 2.13%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH-YIELD OPPORTUNITIES FUND A CLASS
TOTAL RETURN PERFORMANCE
INCEPTION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning NAV $5.50
Initial Shares 181.818
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 181.818 $0.081 2.598 184.416
- ----------------------------------------------------------------------------------------------------------
Ending Shares 184.416
Ending NAV x $5.80
---------
Investment Return $1,069.61
Total Return Performance
- ------------------------
Investment Return $1,069.61
Less Initial Investment $1,000.00
---------
$69.61 / $1,000.00 x 100
Total Return: 6.96%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH-YIELD OPPORTUNITIES FUND INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning OFFER $5.76
Initial Shares 173.611
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 173.611 $0.081 2.481 176.092
- ----------------------------------------------------------------------------------------------------------
Ending Shares 176.092
Ending NAV x $5.80
---------
Investment Return $1,021.33
Total Return Performance
- ------------------------
Investment Return $1,021.33
Less Initial Investment $1,000.00
---------
$21.33 / $1,000.00 x 100
Total Return: 2.13%
</TABLE>
<PAGE>
DELAWARE GROUP INCOME FUNDS, INC.
HIGH-YIELD OPPORTUNITIES FUND INSTITUTIONAL CLASS
TOTAL RETURN PERFORMANCE
INCEPTION
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 181.818 $0.081 2.598 184.416
- ----------------------------------------------------------------------------------------------------------
Ending Shares 184.416
Ending NAV x $5.80
---------
Investment Return $1,069.61
Total Return Performance
- ------------------------
Investment Return $1,069.61
Less Initial Investment $1,000.00
---------
$69.61 / $1,000.00 x 100
Total Return: 6.96%
</TABLE>
<TABLE> <S> <C>
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<CIK> 0000027825
<NAME> DELAWARE GROUP INCOME FUNDS, INC.
<SERIES>
<NUMBER> 011
<NAME> DELCHESTER FUND A CLASS
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<PERIOD-END> JAN-31-1997
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<INVESTMENTS-AT-VALUE> 1,275,989,400
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<ASSETS-OTHER> 10,210
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<SENIOR-EQUITY> 205,326,196
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<PER-SHARE-DIVIDEND> 0.307
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<PER-SHARE-NAV-END> 6.37
<EXPENSE-RATIO> 1.03
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
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<NAME> DELAWARE GROUP INCOME FUNDS, INC.
<SERIES>
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<NAME> DELCHESTER FUND B CLASS
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<SENIOR-EQUITY> 205,326,196
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<NET-ASSETS> 228,001,905
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<INTEREST-INCOME> 67,299,750
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<EXPENSES-NET> 7,308,885
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<NUMBER-OF-SHARES-SOLD> 8,672,977
<NUMBER-OF-SHARES-REDEEMED> 2,209,595
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<ACCUMULATED-NII-PRIOR> 307,327
<ACCUMULATED-GAINS-PRIOR> (241,745,403)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,610,826
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,308,885
<AVERAGE-NET-ASSETS> 201,523,953
<PER-SHARE-NAV-BEGIN> 6.140
<PER-SHARE-NII> 0.282
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<PER-SHARE-DIVIDEND> 0.283
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.37
<EXPENSE-RATIO> 1.79
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
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<CIK> 0000027825
<NAME> DELAWARE GROUP INCOME FUNDS, INC.
<SERIES>
<NUMBER> 013
<NAME> DELCHESTER FUND C CLASS
<S> <C>
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<INVESTMENTS-AT-VALUE> 1,275,989,400
<RECEIVABLES> 38,645,260
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<OTHER-ITEMS-ASSETS> 4,401,785
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<OTHER-ITEMS-LIABILITIES> 7,849,104
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<SENIOR-EQUITY> 205,326,196
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<ACCUMULATED-GAINS-PRIOR> (241,745,403)
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<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,610,826
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,308,885
<AVERAGE-NET-ASSETS> 8,162,759
<PER-SHARE-NAV-BEGIN> 6.140
<PER-SHARE-NII> 0.282
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<PER-SHARE-DIVIDEND> 0.283
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<PER-SHARE-NAV-END> 6.37
<EXPENSE-RATIO> 1.79
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<AVG-DEBT-PER-SHARE> 0
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<TABLE> <S> <C>
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<CIK> 0000027825
<NAME> DELAWARE GROUP INCOME FUNDS, INC.
<SERIES>
<NUMBER> 014
<NAME> DELCHESTER FUND INSTITUTIONAL CLASS
<S> <C>
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<SENIOR-EQUITY> 205,326,196
<PAID-IN-CAPITAL-COMMON> 1,287,909,488
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<SHARES-COMMON-PRIOR> 9,686,281
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<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (232,284,223)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 46,421,435
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<DIVIDEND-INCOME> 725,156
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<OTHER-INCOME> 0
<EXPENSES-NET> 7,308,885
<NET-INVESTMENT-INCOME> 60,716,021
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<NET-CHANGE-FROM-OPS> 105,948,866
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<NUMBER-OF-SHARES-SOLD> 1,571,890
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<ACCUMULATED-NII-PRIOR> 307,327
<ACCUMULATED-GAINS-PRIOR> (241,745,403)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,610,826
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,308,885
<AVERAGE-NET-ASSETS> 60,060,274
<PER-SHARE-NAV-BEGIN> 6.140
<PER-SHARE-NII> 0.314
<PER-SHARE-GAIN-APPREC> 0.231
<PER-SHARE-DIVIDEND> 0.315
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<PER-SHARE-NAV-END> 6.37
<EXPENSE-RATIO> 0.79
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000027825
<NAME> DELAWARE GROUP INCOME FUNDS, INC.
<SERIES>
<NUMBER> 031
<NAME> HIGH-YIELD OPPORTUNITIES FUND A CLASS
<S> <C>
<PERIOD-TYPE> 1-MO
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</TABLE>
<TABLE> <S> <C>
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<CIK> 0000027825
<NAME> DELAWARE GROUP INCOME FUNDS, INC.
<SERIES>
<NUMBER> 032
<NAME> HIGH-YIELD OPPORTUNITIES FUND B CLASS
<S> <C>
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<NAME> DELAWARE GROUP INCOME FUNDS, INC.
<SERIES>
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<NAME> HIGH-YIELD OPPORTUNITIES FUND C CLASS
<S> <C>
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<CIK> 0000027825
<NAME> DELAWARE GROUP INCOME FUNDS, INC.
<SERIES>
<NUMBER> 034
<NAME> HIGH-YIELD OPPORTUNITIES FUND INSTITUTIONAL CLASS
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<APPREC-INCREASE-CURRENT> 72,989
<NET-CHANGE-FROM-OPS> 105,412
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 545,455
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 8,513,724
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,136
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,615
<AVERAGE-NET-ASSETS> 3,015,143
<PER-SHARE-NAV-BEGIN> 5.500
<PER-SHARE-NII> 0.001
<PER-SHARE-GAIN-APPREC> 0.109
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.610
<EXPENSE-RATIO> 1.11
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
POWER OF ATTORNEY
The undersigned, a member of the Boards of Directors/Trustees of the
Delaware Group Funds listed on Exhibit A to this Power of Attorney, hereby
constitutes and appoints Wayne A. Stork, W. Thacher Longstreth and Walter P.
Babich and any one of them acting singly, his true and lawful attorneys-in-fact,
in his name, place, and stead, to execute and cause to be filed with the
Securities and Exchange Commission and other federal or state government agency
or body, such registration statements, and any and all amendments thereto as
either of such designees may deem to be appropriate under the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all other
applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
1st day of May, 1997.
/s/Thomas F. Madison
- ---------------------------------------
Thomas F. Madison
<PAGE>
POWER OF ATTORNEY
EXHIBIT A
DELAWARE GROUP FUNDS
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
<PAGE>
POWER OF ATTORNEY
The undersigned, a member of the Boards of Directors/Trustees of the
Delaware Group Funds listed on Exhibit A to this Power of Attorney, hereby
constitutes and appoints Wayne A. Stork, W. Thacher Longstreth and Walter P.
Babich and any one of them acting singly, his true and lawful attorneys-in-fact,
in his name, place, and stead, to execute and cause to be filed with the
Securities and Exchange Commission and other federal or state government agency
or body, such registration statements, and any and all amendments thereto as
either of such designees may deem to be appropriate under the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all other
applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
1st day of May, 1997.
/s/Jeffrey J. Nick
- ----------------------------
Jeffrey J. Nick
<PAGE>
POWER OF ATTORNEY
EXHIBIT A
DELAWARE GROUP FUNDS
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
