DELAWARE GROUP TREND FUND INC, 497, 1995-11-06

DELAWARE GROUP TREND FUND INC
497, 1995-11-06

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<PAGE> 1

TREND FUND PROSPECTUS
OCTOBER 31, 1995
A CLASS SHARES

B CLASS SHARES
- --------------------------------------------------------------------------------
1818 MARKET STREET, PHILADELPHIA, PA 19103
FOR PROSPECTUS AND PERFORMANCE: NATIONWIDE 800-523-4640, PHILADELPHIA
215-988-1333

INFORMATION ON EXISTING ACCOUNTS: (SHAREHOLDERS ONLY) NATIONWIDE 800-523-1918,
PHILADELPHIA 215-988-1241
DEALER SERVICES: (BROKER/DEALERS ONLY) NATIONWIDE 800-362-7500, PHILADELPHIA
215-988-1050

This Prospectus describes the Trend Fund A Class of shares (the "Class A
Shares") and the Trend Fund B Class of shares (the "Class B Shares")
(individually, the "Class" and collectively, the "Classes") of Delaware Group
Trend Fund, Inc. (the "Fund"), a professionally-managed mutual fund. The Fund's
objective is to achieve capital appreciation by investing primarily in
securities of emerging and other growth-oriented companies.
Class A Shares may be purchased at the public offering price, which is equal to
the next determined net asset value per share, plus a front-end sales charge,
and Class B Shares may be purchased at a price equal to the next determined net
asset value per share. The Class A Shares are subject to a maximum front-end
sales charge of 5.75% and annual 12b-1 Plan expenses. The Class B Shares are
subject to a contingent deferred sales charge ("CDSC") which may be imposed on
redemptions made within six years of purchase and 12b-1 Plan expenses which are
higher than those to which Class A Shares are subject and are assessed against
the Class B Shares for no longer than approximately eight years after purchase.
See Summary of Expenses, and Automatic Conversion of Class B Shares under Buying
Shares. These alternatives permit an investor to choose the method of purchasing
shares that is most beneficial given the amount of the purchase, the length of
time the investor expects to hold the shares and other circumstances. See Buying
Shares.
The minimum initial investment with respect to the Class A Shares is $250 and
with respect to the Class B Shares is $1,000. Subsequent investments must be at
least $25 with respect to the Class A Shares and $100 with respect to the Class
B Shares. Class B Shares are also subject to a maximum purchase limitation of
$250,000. The Fund will therefore reject any order for purchase of more than
$250,000 for Class B Shares. See Buying Shares.
This Prospectus relates only to the Classes and sets forth information that you
should read and consider before you invest. Please retain it for future
reference. Part B of the Fund's registration statement, dated October 31, 1995,
as it may be amended from time to time, contains additional information about
the Fund and has been filed with the Securities and Exchange Commission. Part B
is incorporated by reference into this Prospectus and is available, without
charge, by writing to Delaware Distributors, L.P. at the above address or by
calling the above numbers. The Fund's financial statements appear in its Annual
Report, which will accompany any response to requests for Part B.
The Fund also offers the Trend Fund Institutional Class. That class is
available for purchase only by certain enumerated institutions, has no front-end
or contingent deferred sales charge and is not subject to annual 12b-1 Plan
expenses. A prospectus for the Trend Fund Institutional Class can be obtained by
writing to Delaware Distributors, L.P. at the above address or by calling the
above number.

<TABLE>
<S> <C>
TABLE OF CONTENTS
COVER PAGE.......................................... 1
SYNOPSIS............................................ 2
SUMMARY OF EXPENSES................................. 3
FINANCIAL HIGHLIGHTS................................ 4
INVESTMENT OBJECTIVE AND POLICIES
INVESTMENT STRATEGY............................... 6
SUITABILITY....................................... 7
THE DELAWARE DIFFERENCE
PLANS AND SERVICES................................ 7
RETIREMENT PLANNING................................. 9
BUYING SHARES....................................... 11
REDEMPTION AND EXCHANGE............................. 21
DIVIDENDS AND DISTRIBUTIONS......................... 26
TAXES............................................... 27
CALCULATION OF OFFERING PRICE AND
NET ASSET VALUE PER SHARE......................... 28
MANAGEMENT OF THE FUND.............................. 29
</TABLE>

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING INVESTMENTS. MUTUAL FUNDS
CAN BE A VALUABLE PART OF YOUR FINANCIAL PLAN; HOWEVER, SHARES OF THE FUND ARE
NOT FDIC OR NCUSIF INSURED, ARE NOT GUARANTEED BY ANY BANK OR ANY CREDIT UNION,
ARE NOT OBLIGATIONS OF ANY BANK OR ANY CREDIT UNION, AND INVOLVE INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. SHARES OF THE FUND ARE NOT BANK
OR CREDIT UNION DEPOSITS.

- - 1
<PAGE> 2

SYNOPSIS
CAPITALIZATION
The Fund offers three classes of shares: the Class A Shares, the Class B
Shares and the Trend Fund Institutional Class. The Fund has a present authorized
capitalization of one hundred million shares of capital stock with a $.50 par
value per share. Thirty-five million shares of that stock have been allocated to
the Class A Shares, twenty-five million shares have been allocated to the Class
B Shares and twenty-five million shares have been allocated to the Trend Fund
Institutional Class. See Shares under Management of the Fund.

INVESTMENT MANAGER, DISTRIBUTOR AND SERVICE AGENT
Delaware Management Company, Inc. (the "Manager") is the investment manager
for the Fund. The Manager or its affiliate, Delaware International Advisers
Ltd., also manages the other funds in the Delaware Group. Delaware Distributors,
L.P. (the "Distributor") is the national distributor for the Fund and for all of
the other mutual funds in the Delaware Group. Delaware Service Company, Inc.
(the "Transfer Agent") is the shareholder servicing, dividend disbursing and
transfer agent for the Fund and for all of the other mutual funds in the
Delaware Group. See Management of the Fund.

SALES CHARGE

The price of the Class A Shares includes a maximum front-end sales charge of
5.75% of the offering price, which, based on the net asset value per share of
the Class A Shares as of the end of the Fund's most recent fiscal year, is
equivalent to 6.12% of the amount invested. This sales charge is reduced on
certain transactions of at least $100,000 but under $1,000,000. For purchases of
$1,000,000 or more, the front-end sales charge is eliminated. All Class A Shares
are also subject to annual 12b-1 Plan expenses.

The price of the Class B Shares is equal to the net asset value per share.
Class B Shares are subject to a CDSC of: (i) 4% if shares are redeemed within
two years of purchase; (ii) 3% if shares are redeemed during the third or fourth
year following purchase; (iii) 2% if shares are redeemed during the fifth year
following purchase; and (iv) 1% if shares are redeemed during the sixth year
following purchase. Class B Shares are also subject to annual 12b-1 Plan
expenses for no longer than approximately eight years after purchase. See Buying
Shares and Automatic Conversion of Class B Shares thereunder; and Distribution
(12b-1) and Service under Management of the Fund.
MINIMUM INVESTMENT

The minimum initial investment for the Class A Shares is $250 and for the
Class B Shares is $1,000 and subsequent investments must be at least $25 for the
Class A Shares and $100 for the Class B Shares. Class B Shares are also subject
to a maximum purchase limitation of $250,000. The minimum and maximum purchase
amounts for Retirement Plans may vary. See Buying Shares.

INVESTMENT OBJECTIVE
The objective of the Fund is to seek to achieve capital appreciation by
investing primarily in securities of emerging and other growth-oriented
companies. See Investment Objective and Policies.

OPEN-END INVESTMENT COMPANY
The Fund, which was organized as a Maryland corporation in 1983, is an
open-end management investment company and its portfolio of assets is
diversified for purposes of the Investment Company Act of 1940 (the "1940 Act").
Previously, the Fund was a Delaware corporation organized in 1966. See Shares
under Management of the Fund.

INVESTMENT MANAGEMENT FEES
The Manager furnishes investment management services to the Fund, subject to
the supervision and direction of the Board of Directors. Under the Investment
Management Agreement, the annual compensation paid to the Manager is equal to
3/4 of 1% of the average daily net assets, less a proportionate share of all
directors' fees paid to the unaffiliated directors by the Fund. See Management
of the Fund.

REDEMPTION AND EXCHANGE

The Class A Shares of the Fund are redeemed or exchanged at the net asset
value calculated after receipt of the redemption or exchange request. Neither
the Fund nor the Distributor assesses a charge for redemptions or exchanges of
Class A Shares, except for certain redemptions of shares purchased at net asset
value which may be subject to a contingent deferred sales charge if such
purchases triggered the payment of a dealer's commission. The Class B Shares are
redeemed or exchanged at the net asset value calculated after receipt of the
redemption or exchange request, less, in the case of redemptions, any applicable
CDSC. Neither the Fund nor the Distributor assesses any additional charges for
redemptions or exchanges of the Class B Shares. There are certain limitations on
an investor's ability to exchange shares between the various classes of shares
that are offered. See Redemption and Exchange.

- - 2
<PAGE> 3

SUMMARY OF EXPENSES

A general comparison of the sales arrangements and other expenses applicable to
the Class A and Class B Shares follows:

<TABLE>
<CAPTION>
CLASS A CLASS B
SHAREHOLDER TRANSACTION EXPENSES SHARES SHARES
- -----------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)..................... 5.75% None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)..................... None None
Maximum Contingent Deferred Sales Charge
(as a percentage of original purchase price or
redemption proceeds, whichever is lower)................ None* 4.00%*
Redemption Fees.......................................... None** None**
</TABLE>

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES CLASS A CLASS B
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) SHARES SHARES***
<S> <C> <C>
- ----------------------------------------------------------------------------
Management Fees...................................... 0.75% 0.75%
12b-1 Expenses (including service fees).............. 0.24%+/++ 1.00%++
Other Operating Expenses............................. 0.37% 0.37%
------- -----
Total Operating Expenses.......................... 1.36%+ 2.12%
======= ===========
</TABLE>

The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in either of the Classes will bear
directly or indirectly. *With respect to the Class A Shares, purchases of $1
million or more may be made at net asset value; however, if in connection with
any such purchase, certain dealer commissions are paid to financial advisers
through whom such purchases are effected, a contingent deferred sales charge of
1% will be imposed in the event of certain redemptions within 12 months of
purchase ("Limited CDSC"). The Class B Shares are subject to a CDSC of: (i) 4%
if shares are redeemed within two years of purchase; (ii) 3% if shares are
redeemed during the third or fourth year following purchase; (iii) 2% if shares
are redeemed during the fifth year following purchase; (iv) 1% if shares are
redeemed during the sixth year following purchase; and (v) 0% thereafter. See
Contingent Deferred Sales Charge for Certain Purchases of Class A Shares Made at
Net Asset Value under Redemption and Exchange; and Deferred Sales Charge
Alternative--Class B Shares under Buying Shares. **CoreStates Bank, N.A.
currently charges $7.50 per redemption for redemptions payable by wire.
***"Annual Operating Expenses" for Class B Shares are based on the actual
expenses incurred by the Class during the period September 6, 1994, through June
30, 1995, and have been annualized. +The actual 12b-1 Plan expenses to be paid
and, consequently, the Total Operating Expenses of the Class A Shares, may be
somewhat more (but the 12b-1 Plan expenses may be no more than .30%) or somewhat
less (but the 12b-1 Plan expenses may be no less than .10%) because of the
formula adopted by the Board of Directors for use in calculating the 12b-1 Plan
expenses beginning June 1, 1992. See Distribution (12b-1) and Service. ++Class A
Shares and Class B Shares are subject to separate 12b-1 Plans. Long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales charges permitted by rules of the National Association of Securities
Dealers, Inc. (the "NASD"). See Distribution (12b-1) and Service. Also, see
Trend Fund Institutional Class for expense information about that class.
The following example illustrates the expenses that an investor would pay on
$1,000 investment over various time periods, assuming (1) a 5% annual rate of
return and (2) redemption at the end of each time period. As noted in the table
above, the Fund charges no redemption fees with respect to the Class A Shares
and, if shares are redeemed within six years after purchase, the Fund charges a
CDSC with respect to the Class B Shares.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS
------- -------- -------- --------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES $71(1) $98 $128 $212 CLASS B SHARES $62 $96 $134

<CAPTION>
10 YEARS
---------
<S> <C>
CLASS B SHARES $226(2)
</TABLE>

An investor would pay the following expenses on the same $1,000 investment,
assuming no redemption at the end of the period:

<CAPTION>
10 YEARS
---------
<S> <C>
CLASS B SHARES $226(2)
</TABLE>

(1) Under certain circumstances, a Limited CDSC, which has not been
reflected in this calculation, may be imposed in the event of certain
redemptions within 12 months of purchase. See Contingent Deferred Sales
Charge for Certain Purchases of Class A Shares Made at Net Asset Value
under Redemption and Exchange.

(2) At the end of no more than approximately eight years after purchase, Class
B Shares will be automatically converted into Class A Shares. The example
above assumes conversion of Class B Shares at the end of year eight.
However, the conversion may occur as late as three months after the eighth
anniversary of purchase, during which time the higher 12b-1 Plan fees
payable by Class B Shares will continue to be assessed. See Automatic
Conversion of Class B Shares under Buying Shares for a description of the
automatic conversion feature. Information for the ninth and tenth years
reflects expenses of the Class A Shares. The conversion will constitute a
tax-free exchange for federal income tax purposes. See Taxes.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

- - 3
<PAGE> 4

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
CLASS A SHARES
-----------------------------------------------------------------------------------------------
YEAR ENDED
6/30/95(1) 6/30/94(1) 6/30/93(1) 6/30/92(1) 6/30/91 6/30/90 6/30/89 6/30/88 6/30/87 6/30/86(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period.......................... $12.210 $13.980 $ 11.380 $ 8.920 $ 9.970 $10.870 $8.130 $9.120 $8.910 $ 6.430
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(3).. (0.074) (0.042) (0.004) (0.005) (0.020) 0.146 0.018 (0.066) (0.082) (0.042)
Net Gains or Losses on Securities
(both realized and
unrealized)..................... 2.864 0.212 3.754 2.625 (0.460) 1.224 3.042 (0.924) 0.292 2.650
-------- -------- -------- -------- ------- ------- ------- ------- ------- --------
Total From Investment
Operations.................... 2.790 0.170 3.750 2.620 (0.480) 1.370 3.060 (0.990) 0.210 2.608
-------- -------- -------- -------- ------- ------- ------- ------- ------- --------
LESS DISTRIBUTIONS
Dividends (from net investment
income)......................... none none none none (0.050) (0.050) none none none (0.128)
Distributions (from capital
gains).......................... (0.790) (1.940) (1.150) (0.160) (0.520) (2.220) (0.320) none none none
Returns of Capital............... none none none none none none none none none none
-------- -------- -------- -------- ------- ------- ------- ------- ------- --------
Total Distributions............. (0.790) (1.940) (1.150) (0.160) (0.570) (2.270) (0.320) none none (0.128)
-------- -------- -------- -------- ------- ------- ------- ------- ------- --------
Net Asset Value, End of Period... $14.210 $12.210 $ 13.980 $11.380 $ 8.920 $9.970 $10.870 $8.130 $9.120 $ 8.910
======== ======== ======== ======== ======= ======= ======= ======= ======= ========
- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(4).................. 24.40% 0.59% 35.24% 29.31% (4.82%) 14.32% 39.27% (10.86%) 2.36% 41.37%
- ------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's
omitted)........................ $318,933 $253,964 $219,826 $124,548 $78,631 $88,274 $67,111 $59,879 $79,266 $109,884
Ratio of Expenses to Average
Daily Net Assets................ 1.36% 1.37% 1.33% 1.18% 1.29% 1.27% 1.28% 1.20% 1.18% 1.20%
Ratio of Net Investment Income to
Average Daily Net Assets........ (0.58%) (0.72%) (0.61%) (0.43%) (0.24%) 0.82% 0.19% (0.51%) (0.64%) (0.57%)
Portfolio Turnover Rate.......... 64% 67% 75% 76% 67% 80% 48% 63% 93% 113%
</TABLE>

- ------------------
(1) Reflects 12b-1 distribution expenses beginning June 1, 1992.
(2) All figures prior to May 9, 1986, are adjusted for a 2-for-1 stock split
paid on that date.
(3) 1995 per share information was based on the average shares outstanding
method.
(4) Does not reflect maximum sales charge of 5.75%.

- - 4
<PAGE> 5

FINANCIAL HIGHLIGHTS
(Continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B SHARES
--------------
PERIOD
9/6/94(1)
THROUGH
6/30/95
<S> <C>
Net Asset Value, Beginning of Period.................... $ 12.110
INCOME FROM INVESTMENT OPERATIONS
Net Investment Loss(2).................................. (0.142)
Net Gains or Losses on Securities (both realized and
unrealized)............................................ 2.162
-------
Total From Investment Operations....................... 2.020
-------
LESS DISTRIBUTIONS
Dividends (from net investment income).................. none
Distributions (from capital gains)...................... none
Returns of Capital...................................... none
-------
Total Distributions.................................... none
-------
Net Asset Value, End of Period.......................... $ 14.130
=======
- -----------------------------------------------------------------------
TOTAL RETURN(3)......................................... 16.68%(1)
- -----------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted)............... $ 5,175
Ratio of Expenses to Average Daily Net Assets........... 2.12%(1)
Ratio of Net Investment Income to Average Daily Net
Assets................................................. (1.34%)(1)
Portfolio Turnover Rate................................. 64%
</TABLE>

- ------------------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.
(2) 1995 per share information was based on the average shares outstanding
method.
(3) Does not reflect the contingent deferred sales charge which varies from
1%-4% depending upon the holding period.

- - 5
<PAGE> 6

INVESTMENT OBJECTIVE
AND POLICIES
INVESTMENT STRATEGY
The objective of the Fund is long-term capital appreciation. The strategy is
to invest primarily in the common stocks and securities convertible into common
stocks of emerging and other growth-oriented companies that, in the judgment of
the Manager, are responsive to changes within the marketplace and have the
fundamental characteristics to support growth.
The Fund will seek to identify changing and dominant trends within the
economy, the political arena and our society. The Fund will purchase securities
which it believes will benefit from these trends and which have the fundamentals
to exploit them. The fundamentals include managerial skills, product development
and sales and earnings.
In investing for capital appreciation, the Fund may hold securities for any
period of time. The Fund may also invest in foreign securities.
The Fund may purchase privately placed securities the resale of which is
restricted under applicable securities laws. Such securities may offer a higher
return than comparably registered securities but involve some additional risk as
they can be resold only in privately negotiated transactions, in accordance with
an exemption from the registration requirements under applicable securities laws
or after registration. The Fund will not purchase illiquid assets, including
such restricted securities, if more than 10% of the value of its assets would
then consist of illiquid securities.
Certain of the privately placed securities acquired by the Fund will be
eligible for resale by the Fund pursuant to Rule 144A under the Securities Act
of 1933 ("Rule 144A Securities"). Rule 144A permits many privately placed or
legally restricted securities to be freely traded without restriction among
certain institutional buyers such as the Fund. While maintaining oversight, the
Board of Directors of the Fund has delegated to the Manager the day-to-day
function of determining whether or not individual Rule 144A Securities are
liquid for purposes of the Fund's 10% limitation on investments in illiquid
securities.
Income is not an objective of the Fund. However, should the market warrant a
temporary defensive approach, the Fund may also invest in cash equivalents, and
fixed income obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, as well as corporate bonds.
The Fund may invest in repurchase agreements, but will not normally do so
except to invest excess cash balances. In a repurchase agreement, the Fund
purchases a security and simultaneously agrees to sell it back to the seller at
a set (generally higher) price. Delays or losses could result if the other party
to the repurchase agreement defaults or becomes insolvent.
While the Fund is permitted under certain circumstances to borrow money, it
does not normally do so. The Fund will not purchase securities while any
borrowings are outstanding.
Although the Fund will constantly strive to attain the objective of long-term
capital growth, there can be no assurance that it will be attained. The
objective of the Fund may not be changed without shareholder approval. Part B
provides more information on the Fund's investment policies and restrictions.

PORTFOLIO LOAN TRANSACTIONS
The Fund may loan up to 25% of its assets to qualified broker/dealers or
institutional investors for their use relating to short sales or other security
transactions.
The major risk to which the Fund would be exposed on a loan transaction is the
risk that the borrower would go bankrupt at a time when the value of the
security goes up. Therefore, the Fund will only enter into loan arrangements
after a review of all pertinent facts by the Manager, subject to overall
supervision by the Board of Directors, including the creditworthiness of the
borrowing broker, dealer or institution and then only if the consideration to be
received from such loans would justify the risk. Creditworthiness will be
monitored on an ongoing basis by the Manager.

- - 6
<PAGE> 7

SUITABILITY
The Fund may be suitable for the patient investor interested in long-term
capital appreciation. The prices of common stocks, especially those of smaller
companies, tend to fluctuate, particularly in the shorter term. The investor
should be willing to accept the risks associated with investments in
growth-oriented securities, some of which may be speculative and subject the
Fund to an additional risk. Also, ownership of Fund shares reduces the
bookkeeping and administrative inconveniences connected with direct purchases of
these securities.
Net asset value may fluctuate in response to the condition of individual
companies and general market and economic conditions and, as a result, the Fund
is not appropriate for a short-term investor.
This Fund is designed primarily for capital appreciation. Providing current
income is not an objective of the Fund. Any income produced is expected to be
minimal. An investor should not consider a purchase of Fund shares as equivalent
to a complete investment program. The Delaware Group includes a family of funds,
generally available through registered investment dealers, which may be used in
concert to create a more complete investment program.
THE DELAWARE DIFFERENCE
PLANS AND SERVICES
The Delaware Difference is our commitment to provide you with superior
information and quality service on your investments in the Delaware Group of
funds.

SHAREHOLDER PHONE DIRECTORY

INVESTOR INFORMATION CENTER
800-523-4640
(PHILADELPHIA 215-988-1333)
FUND INFORMATION; LITERATURE;
PRICE, YIELD AND PERFORMANCE FIGURES

SHAREHOLDER SERVICE CENTER
800-523-1918
(PHILADELPHIA 215-988-1241)
INFORMATION ON EXISTING REGULAR INVESTMENT
ACCOUNTS AND RETIREMENT PLAN ACCOUNTS;
WIRE INVESTMENTS; WIRE LIQUIDATIONS;
TELEPHONE LIQUIDATIONS; TELEPHONE EXCHANGES

DELAPHONE
800-362-FUND
(800-362-3863)

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

- - 7
<PAGE> 8

PERFORMANCE INFORMATION
During business hours, you can call the Investor Information Center to get
current performance information.

DELAPHONE SERVICE
Delaphone is an account inquiry service for investors with Touch-Tone(R) phone
service. It enables you to get information on your account faster than the
mailed statements and confirmations seven days a week, 24 hours a day.

STATEMENTS AND CONFIRMATIONS
You will receive quarterly statements of your account summarizing all
transactions during the period. A confirmation statement will be sent following
all transactions other than those involving a reinvestment of distributions. See
Dividend Reinvestment Plan below. You should examine statements and
confirmations immediately and promptly report any discrepancy by calling the
Shareholder Service Center.

DUPLICATE CONFIRMATIONS
If your investment dealer is noted on your investment application, we will
send your dealer a duplicate confirmation. This makes it easier for your
investment dealer to help you manage your investments.

TAX INFORMATION
Each year, the Fund will mail you information on the tax status of your
dividends and distributions.

DIVIDEND REINVESTMENT PLAN
You can elect to have your distributions (capital gains and/or dividend
income) paid to you by check or reinvested in your account. Also, you may be
permitted to invest your distributions in certain other funds in the Delaware
Group, subject to the exceptions noted below as well as the eligibility and
minimum purchase requirements set forth in each fund's prospectus.

Reinvestments of distributions into Class A Shares of the Fund or of other
Delaware Group funds may be effected without a front-end sales charge. Class B
Shares of the Fund or other Delaware Group funds acquired through reinvestments
of distributions will not be subject to a contingent deferred sales charge if
those shares are later redeemed. See Automatic Conversion of Class B Shares
under Buying Shares for information concerning the automatic conversion of Class
B Shares acquired by reinvesting dividends.

Holders of Class A Shares of the Fund may not reinvest their distributions in
the Class B Shares of any fund in the Delaware Group, including the Fund.
Holders of Class B Shares of the Fund may reinvest their distributions only in
the Class B Shares of the funds in the Delaware Group which offer that class of
shares (the "Class B Funds"). See Class B Funds under Buying Shares for a list
of the funds offering Class B Shares. For more information about reinvestments,
call the Shareholder Service Center.

EXCHANGE PRIVILEGE
The Exchange Privilege permits shareholders to exchange all or part of their
shares into shares of the other funds in the Delaware Group, subject to the
exceptions noted below as well as the eligibility and minimum purchase
requirements set forth in each fund's prospectus. Shareholders of Class B Shares
of the Fund are permitted to exchange all or part of their Class B Shares only
into the corresponding class of shares of the Class B Funds, subject to the
minimum purchase and other requirements set forth in each fund's prospectus.
Exchanges are not permitted between Class A Shares and Class B Shares of any of
the funds of the Delaware Group.
Except as noted below, permissible exchanges can be made without payment of a
front-end sales charge or the imposition of a contingent deferred sales charge
at the time of the exchange, as applicable. Persons exchanging into the Class A
Shares from a fund in the Delaware Group offered without a front-end sales
charge may be required to pay the applicable front-end sales charge. See
Investing by Exchange under How to Buy Shares and Redemption and Exchange.
See Redemption and Exchange for additional information on exchanges.

WEALTH BUILDER OPTION
You may be permitted to elect to have amounts in your account automatically
invested in shares of other funds in the Delaware Group. Investments under this
feature are exchanges and are therefore subject to the same conditions and
limitations as other exchanges of Class A and Class B Shares. See Redemption and
Exchange.

- - 8
<PAGE> 9

RIGHT OF ACCUMULATION
With respect to Class A Shares, the Right of Accumulation feature allows the
combining of Class A Shares and Class B Shares of the Fund that are currently
owned with the dollar amount of new purchases of Class A Shares for a reduced
front-end sales charge. Under the Combined Purchases Privilege, this includes
certain shares owned in other funds in the Delaware Group. See Buying Shares.

LETTER OF INTENTION
With respect to Class A Shares, the Letter of Intention feature permits the
aggregation of purchases over a 13-month period to obtain a reduced front-end
sales charge. See Part B.

12-MONTH REINVESTMENT PRIVILEGE
The 12-Month Reinvestment Privilege permits shareholders to reinvest proceeds
of Class A Shares redeemed, within one year from the redemption, without a
front-end sales charge. See Part B.

FINANCIAL INFORMATION ABOUT THE FUND
Each fiscal year, you will receive an audited annual report and an unaudited
semi-annual report. These reports provide detailed information about the Fund's
investments and performance. The Fund's fiscal year ends on June 30.
RETIREMENT PLANNING

An investment in the Fund may also be suitable for tax-deferred Retirement
Plans. Among the Retirement Plans noted below, Class B Shares are available for
investment only by Individual Retirement Accounts, Simplified Employee Pension
Plans, 457 Deferred Compensation Plans and 403(b)(7) Deferred Compensation
Plans.

Retirement Plans may be subject to plan establishment fees, annual maintenance
fees and/or other administrative or trustee fees. Fees are based on the number
of participants in the Plan as well as the services selected. Additional
information about fees is included in Retirement Plan materials.

INDIVIDUAL RETIREMENT ACCOUNT ("IRA")
Individuals, even if they participate in an employer-sponsored retirement
plan, may establish their own retirement program for investments in each of the
Classes. Contributions to an IRA may be tax-deductible and earnings are
tax-deferred. Under the Tax Reform Act of 1986, the tax deductibility of IRA
contributions is restricted, and in some cases eliminated, for individuals who
participate in certain employer-sponsored retirement plans and whose annual
income exceeds certain limits. Existing IRAs and future contributions up to the
IRA maximums, whether deductible or not, still earn on a tax-deferred basis.

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

- - 9
<PAGE> 10

SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION PLAN ("SAR/SEP")
Offers employers with 25 or fewer eligible employees the ability to establish
a SEP/IRA that permits salary deferral contributions. An employer may also elect
to make additional contributions to this Plan. Class B Shares are not available
for purchase by such Plans.

403(B)(7) DEFERRED COMPENSATION PLAN
Permits employees of public school systems or of certain types of non-profit
organizations to enter into a deferred compensation arrangement for the purchase
of shares of each of the Classes.

457 DEFERRED COMPENSATION PLAN
Permits employees of state and local governments and certain other entities to
enter into a deferred compensation arrangement for the purchase of shares of
each of the Classes.

PROTOTYPE PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
Offers self-employed individuals, partnerships and corporations a
tax-qualified plan which provides for the investment of contributions in Class A
Shares. Class B Shares are not available for purchase by such Plans.

PROTOTYPE 401(k) DEFINED CONTRIBUTION PLAN

Permits employers to establish a tax-qualified plan based on salary deferral
contributions. Class B Shares are not available for purchase by such Plans.

ALLIED PLANS

Class A Shares are also available for purchase by participants in 401(k)
Defined Contribution Plans ("Allied Plans") which are made available under a
joint venture agreement between the Distributor and another institution through
which mutual funds are marketed and which allow investments in Class A Shares of
designated Delaware Group funds ("eligible Delaware Group fund shares"), as well
as shares of designated classes of non-Delaware Group funds ("eligible non-
Delaware Group fund shares"). Class B Shares are not eligible for purchase by
Allied Plans.

With respect to purchases made in connection with an Allied Plan, the value of
eligible Delaware Group and eligible non-Delaware Group fund shares held by a
participant under the Allied Plan, may be combined with the dollar amount of new
purchases by that participant to obtain a reduced front-end sales charge on
additional purchases of eligible Delaware Group fund shares. See Front-End Sales
Charge Alternative--Class A Shares under Buying Shares.

Participants in Allied Plans may exchange all or part of their eligible
Delaware Group fund shares for other eligible Delaware Group fund shares or for
eligible non-Delaware Group fund shares at net asset value without payment of a
front-end sales charge. However, exchanges of eligible fund shares, both
Delaware Group and non-Delaware Group, which were not subject to a front-end
sales charge, will be subject to the applicable sales charge if exchanged for
eligible Delaware Group fund shares to which a sales charge applies. (No sales
charge will apply if the eligible fund shares were previously acquired through
the exchange of eligible shares on which a sales charge was already paid or
through the reinvestment of dividends.) See Investing by Exchange.

A dealer's commission may be payable on purchase of eligible Delaware Group
fund shares under an Allied Plan. In determining a financial adviser's
eligibility for a dealer's commission on net asset value purchases of eligible
Delaware Group shares in connection with Allied Plans, all participant holdings
in the Allied Plan will be aggregated. See Front-End Sales Charge
Alternative--Class A Shares under Buying Shares.

The Limited CDSC is applicable to redemptions of net asset value purchases
from an Allied Plan on which a dealer's commission has been paid. Waivers of the
Limited CDSC, as described below, apply to redemptions by participants in Allied
Plans, except in the case of exchanges between eligible Delaware Group and non-
Delaware Group fund shares. When eligible Delaware Group shares are exchanged
into eligible non-Delaware Group fund shares, the Limited CDSC will be imposed
at the time of the exchange, unless the joint venture agreement specifies that
the amount of the CDSC will be paid by the financial adviser or selling dealer.
See Contingent Deferred Sales Charge for Certain Purchases of Class A Shares
Made at Net Asset Value under Redemption and Exchange.

- - 10
<PAGE> 11

BUYING SHARES
PURCHASE AMOUNTS

The minimum initial purchase with respect to the Class A Shares is $250 and
with respect to the Class B Shares is $1,000. Subsequent purchases must be $25
or more with respect to the Class A Shares and $100 or more with respect to the
Class B Shares. Class B Shares are also subject to a maximum purchase limitation
of $250,000. For retirement plans, the maximum purchase limitations apply only
to the initial purchase of shares by the plan. Minimum purchase requirements do
not apply to retirement plans other than IRAs for which there is a minimum
initial purchase of $250, and a minimum subsequent purchase of $25 regardless of
which Class is selected.

ALTERNATIVE PURCHASE ARRANGEMENTS
Shares may be purchased at a price equal to the next determined net asset
value per share, plus a sales charge which may be imposed, at the election of
the purchaser, at the time of the purchase with respect to Class A Shares
("front-end sales charge alternative") or on a contingent deferred basis with
respect to Class B Shares ("deferred sales charge alternative").
Class A Shares. An investor who elects the front-end sales charge alternative
acquires Class A Shares. Although Class A Shares incur a sales charge when they
are purchased, generally they are not subject to any sales charge when they are
redeemed, but are subject to annual 12b-1 Plan expenses of up to a maximum of
.30% of average daily net assets of such shares. See Contingent Deferred Sales
Charge for Certain Purchases of Class A Shares Made at Net Asset Value and
Distribution (12b-1) and Service. Certain purchases of Class A Shares qualify
for reduced front-end sales charges. See Front-End Sales Charge
Alternative--Class A Shares, below.
Class B Shares. An investor who elects the deferred sales charge alternative
acquires Class B Shares. Class B Shares do not incur a front-end sales charge
when they are purchased, but they are subject to a sales charge if they are
redeemed within six years of purchase and are subject to annual 12b-1 Plan
expenses of up to a maximum of 1% (.25% of which are service fees to be paid by
the Fund to the Distributor, dealers or others for providing personal service
and/or maintaining shareholder accounts) of average daily net assets of such
shares for no longer than approximately eight years after purchase. Class B
Shares permit all of the investor's dollars to work from the time the investment
is made. The higher 12b-1 Plan expenses paid by Class B Shares will cause such
shares to have a higher expense ratio and to pay lower dividends than those
related to the Class A Shares. At the end of no more than approximately eight
years after purchase, the Class B Shares are automatically converted into Class
A Shares. See Automatic Conversion of Class B Shares. Such conversion will
constitute a tax-free exchange for federal income tax purposes. See Taxes.
The alternative purchase arrangements permit investors in the Fund to choose
the method of purchasing shares that is most beneficial given the amount of
their purchase, the length of time they expect to hold their shares and other
relevant circumstances. Investors should determine whether under their
particular circumstances it is more advantageous to incur a front-end sales
charge by purchasing Class A Shares or to have the entire initial purchase price
invested in the Fund with the investment thereafter being subject to a CDSC, if
shares are redeemed within six years of purchase, by purchasing Class B Shares.

- - 11
<PAGE> 12

As an illustration, investors who qualify for significantly reduced front-end
sales charges on purchases of Class A Shares, as described below, might elect
the front-end sales charge alternative because similar sales charge reductions
are not available for purchases under the deferred sales charge alternative.
Moreover, shares acquired under the front-end sales charge alternative are
subject to annual 12b-1 Plan expenses of up to .30%, whereas shares acquired
under the deferred sales charge alternative are subject to higher annual 12b-1
Plan expenses of 1% for no more than approximately eight years after purchase.
See Automatic Conversion of Class B Shares. However, because front-end sales
charges are deducted at the time of purchase, such investors would not have all
their funds invested initially. Certain other investors might determine it to be
more advantageous to have all their funds invested initially, although they
would be subject to a CDSC for up to six years after purchase as well as annual
12b-1 Plan expenses of 1% until the shares are automatically converted into
Class A Shares. The 12b-1 Plan distribution expenses with respect to the Class B
Shares will be offset to the extent any return is realized on the additional
funds initially invested under the deferred sales charge alternative. However,
there can be no assurance as to the return, if any, that will be realized on
such additional funds.
For the distribution and related services provided to, and the expenses borne
on behalf of, the Fund, the Distributor and others will be paid, in the case of
the Class A Shares, from the proceeds of the front-end sales charge and 12b-1
Plan fees and, in the case of the Class B Shares, from the proceeds of the 12b-1
Plan fees and, if applicable, the CDSC incurred upon redemption within six years
of purchase. Sales personnel may receive different compensation for selling
Class A or Class B Shares. Investors should understand that the purpose and
function of the 12b-1 Plan and the CDSC with respect to the Class B Shares are
the same as those of the 12b-1 Plan and the front-end sales charge with respect
to the Class A Shares in that the fees and charges provide for the financing of
the distribution of the respective Classes. See 12b-1 Distribution Plans-- Class
A and Class B Shares.
Dividends paid by the Fund with respect to the Class A and Class B Shares, to
the extent any dividends are paid, will be calculated in the same manner at the
same time, on the same day and will be in the same amount, except that the
additional amount of 12b-1 Plan expenses relating to the Class B Shares will be
borne exclusively by such shares. See Calculation of Offering Price and Net
Asset Value Per Share. The shareholders of the Class A and Class B Shares each
have an exchange privilege by which they may exchange their Class A Shares or
Class B Shares for the Class A Shares or Class B Shares, respectively, of
certain other Delaware Group funds. See Exchange Privilege under The Delaware
Difference and Redemption and Exchange.
The NASD has adopted amendments to its Rules of Fair Practice relating to
investment company sales charges. The Fund and the Distributor intend to operate
in compliance with these rules with respect to both Class A and Class B Shares.

FRONT-END SALES CHARGE ALTERNATIVE--CLASS A SHARES
The Class A Shares may be purchased at the offering price which reflects a
maximum front-end sales charge of 5.75%. See Calculation of Offering Price and
Net Asset Value Per Share. Lower sales charges apply for larger purchases. See
the table below. The Class A Shares represent a proportionate interest in the
Fund's assets and are subject to annual 12b-1 Plan expenses. See Distribution
(12b-1) and Service under Management of the Fund.

- - 12
<PAGE> 13

REDUCED FRONT-END SALES CHARGES
Purchases of $100,000 or more at the offering price carry a reduced front-end
sales charge as shown in the following table.

Trend Fund A Class

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
Charge as % of Dealer's
Concession***
Offering Amount as % of
Amount of Purchase Price Invested** Offering Price
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 5.75% 6.12% 5.00%
$100,000 but under $250,000 4.75 4.99 4.00
$250,000 but under $500,000 3.50 3.63 3.00
$500,000 but under
$1,000,000* 3.00 3.09 2.60
</TABLE>

*There is no front-end sales charge on purchases of $1 million or more but,
under certain limited circumstances, a 1% Limited CDSC may apply with respect
to Class A Shares.
- ----------------------------------------------------------
The Fund must be notified when a sale takes place which would qualify for the
reduced front-end sales charge on the basis of previous purchases and current
purchases. The reduced front-end sales charge will be granted upon confirmation
of the shareholder's holdings by the Fund. Such reduced front-end sales charges
are not retroactive.

From time to time, upon written notice to all of its dealers, the Distributor
may hold special promotions for specified periods during which the Distributor
may reallow dealers up to the full front-end sales charge shown above. In
addition, certain dealers who enter into an agreement to provide extra training
and information on Delaware Group products and services and who increase sales
of Delaware Group funds may receive an additional concession of up to .15% of
the offering price. Dealers who receive 90% or more of the sales charge may be
deemed to be underwriters under the Securities Act of 1933.

**Based on the net asset value per share of the Class A Shares as of the end of
the Fund's most recent fiscal year.

***Financial institutions or their affiliated brokers may receive an agency
transaction fee in the percentages set forth above.
- ----------------------------------------------------------

For initial purchases of Class A Shares of $1,000,000 or more, a dealer's
commission may be paid by the Distributor to financial advisers through whom
such purchases are effected in accordance with the following schedule:

<TABLE>
<CAPTION>
DEALER'S COMMISSION
-------------------
AMOUNT OF PURCHASE (as a percentage of amount purchased)
------------------
<S> <C>
Up to $2 million 1.00%
Next $1 million up to $3 million .75
Next $2 million up to $5 million .50
Amount over $5 million .25
</TABLE>

In determining a financial adviser's eligibility for the dealer's commission,
purchases of Class A Shares of other Delaware Group funds as to which a Limited
CDSC applies may be aggregated with those of the Class A Shares of the Fund.
Financial advisers should contact the Distributor concerning the applicability
and calculation of the dealer's commission in the case of combined purchases.
Financial advisers also may be eligible for a dealer's commission in connection
with certain purchases made under a Letter of Intention or pursuant to an
investor's Right of Accumulation. The Distributor also should be consulted
concerning the availability of and program for these payments.
An exchange from other Delaware Group funds will not qualify for payment of
the dealer's commission, unless such exchange is from a Delaware Group fund with
assets as to which a dealer's commission or similar payment has not been
previously paid. The schedule and program for payment of the dealer's commission
are subject to change or termination at any time by the Distributor in its
discretion.
Redemptions of Class A Shares purchased at net asset value may result in the
imposition of a Limited CDSC if the dealer's commission described above was paid
in connection with the purchase of those shares. See Contingent Deferred Sales
Charge for Certain Purchases of Class A Shares Made at Net Asset Value under
Redemption and Exchange.

- - 13
<PAGE> 14

COMBINED PURCHASES PRIVILEGE
By combining your holdings in the Class A Shares with your holdings in the
Class B Shares of the Fund and, except as noted below, shares of the other funds
in the Delaware Group, you can reduce the front-end sales charges on any
additional purchases of Class A Shares. Except for shares of Delaware Group
Premium Fund, Inc. beneficially owned in connection with ownership of variable
insurance products, shares of other funds which do not carry a front-end sales
charge or CDSC may not be included unless they were acquired through an exchange
from one of the other Delaware Group funds which carried a front-end sales
charge or CDSC.
This privilege permits you to combine your purchases and holdings with those
of your spouse, your children under 21 and any trust, fiduciary or retirement
account for the benefit of such family members.
It also permits you to use these combinations under a Letter of Intention.
This allows you to make purchases over a 13-month period and qualify the entire
purchase for a reduction in front-end sales charges on Class A Shares.
Combined purchases of $1,000,000 or more, including certain purchases made
pursuant to a Right of Accumulation or under a Letter of Intention, may trigger
the payment of a dealer's commission and the applicability of a Limited CDSC.
Investors should consult their financial advisers or the Transfer Agent about
the operation of these features. See Reduced Front-End Sales Charges under
Buying Shares.

BUYING AT NET ASSET VALUE
Class A Shares may be purchased at net asset value under the Delaware Group
Dividend Reinvestment Plan and, under certain circumstances, the 12-month
Reinvestment Privilege and the Exchange Privilege. (See The Delaware Difference
and Redemption and Exchange for additional information.)

Purchases of Class A Shares may be made at net asset value by current and
former officers, directors and employees (and members of their immediate
families) of the Manager, any affiliate, any of the funds in the Delaware Group,
certain of their agents and registered representatives and employees of
authorized investment dealers and by employee benefit plans for such entities.
Individual purchases include retirement accounts and must be for accounts in the
name of the individual or a qualifying family member. Purchases of Class A
Shares may be made by clients of registered representatives of an authorized
investment dealer at net asset value within six months of a change of the
registered representative's employment, if the purchase is funded by proceeds
from an investment where a front-end sales charge has been assessed and the
redemption of the investment did not result in the imposition of a contingent
deferred sales charge or other redemption charge. Purchases of Class A Shares
also may be made at net asset value by bank employees that provide services in
connection with agreements between the bank and unaffiliated brokers or dealers
concerning sales of Class A Shares. Also, officers, directors and key employees
of institutional clients of the Manager or any of its affiliates may purchase
Class A Shares at net asset value. Moreover, purchases may be effected at net
asset value for the benefit of the clients of brokers, dealers and registered
investment advisers affiliated with a broker or dealer, if such broker, dealer
or investment adviser has entered into an agreement with the Distributor
providing specifically for the purchase of Class A Shares in connection with
special investment products, such as wrap accounts or similar fee based
programs.

- - 14
<PAGE> 15

Investments in Class A Shares made by plan level and/or participant retirement
accounts that are for the purpose of repaying a loan taken from such accounts
will be made at net asset value. Loan repayments made to a Delaware Group
account in connection with loans originated from accounts previously maintained
by another investment firm will also be invested at net asset value.

The Fund must be notified in advance that an investment qualifies for purchase
of Class A Shares at net asset value. See Investing by Exchange, for a
description of net asset value purchases for Allied Plans.

GROUP INVESTMENT PLANS

Group Investment Plans (e.g., SEP/IRA, SAR/SEP, Prototype Profit Sharing,
Pension and 401(k) Defined Contribution Plans) may also benefit from the reduced
front-end sales charges relating to the Class A Shares set forth in the table on
page 11, based on total plan assets. In addition, 403(b)(7) and 457 Retirement
Plan Accounts may also benefit from a reduced front-end sales charge on Class A
Shares based on the total amount invested by all participants in the plan by
satisfying the following criteria: (i) the employer for which the plan was
established has 250 or more eligible employees and the plan lists only one
broker of record, or (ii) the plan includes employer contributions and the plan
lists only one broker of record. If a company has more than one plan investing
in the Delaware Group of funds, then the total amount invested in all plans will
be used to determine the applicable front-end sales charge reduction on each
purchase, both initial and subsequent, if, at the time of each such purchase,
the company notifies the Fund that it qualifies for the reduction. Employees
participating in such Group Investment Plans may also combine the investments
held in their plan account to determine the front-end sales charge applicable to
purchases in non-retirement Delaware Group investment accounts if, at the time
of each such purchase, they notify the Fund that they are eligible to combine
purchase amounts held in their plan account.

For additional information on these Plans, including Plan forms, applications,
minimum investments and any applicable account maintenance fees, contact your
investment dealer or the Distributor.
For other Retirement Plans and special services, see Retirement Planning.

DEFERRED SALES CHARGE ALTERNATIVE--CLASS B SHARES
Class B Shares may be purchased at net asset value without the imposition of a
front-end sales charge. The Class B Shares are being sold without a front-end
sales charge so that the Fund will invest the full amount of the investor's
purchase payment. The Distributor currently anticipates compensating dealers or
brokers for selling Class B Shares at the time of purchase from its own funds in
an amount equal to no more than 4% of the dollar amount purchased. As discussed
below, however, Class B Shares are subject to annual 12b-1 Plan expenses and, if
shares are redeemed within six years of purchase, a CDSC.
Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for the distribution and related services provided to,
and the related expenses borne on behalf of, the Fund for the benefit of the
Class B Shares in connection with the sale of the Class B Shares, including the
compensation paid to dealers or brokers for selling Class B Shares. Payments to
the Distributor and others under the 12b-1 Plan relating to the Class B Shares
may be, annually, in an amount equal to no more than 1%. The combination of the
CDSC and the proceeds of the 12b-1 Plan fees facilitates the ability of the Fund
to sell the Class B Shares without a front-end sales charge being deducted at
the time of purchase.

Shareholders of the Class B Shares exercising the exchange privilege described
below will continue to be subject to the CDSC schedule of the Class B Shares
described in this Prospectus even after the exchange. Such schedule may be
higher than the CDSC schedule relating to the Class B Shares acquired as a
result of the exchange. See Redemption and Exchange.

- - 15
<PAGE> 16

AUTOMATIC CONVERSION OF CLASS B SHARES
Except for shares acquired through a reinvestment of dividends, Class B Shares
held for eight years after purchase are eligible for automatic conversion into
Class A Shares. The Fund will effect conversions of Class B Shares into Class A
Shares only four times in any calendar year, on the last business day of the
second full week of March, June, September and December (each, a "Conversion
Date"). If the eighth anniversary after a purchase of Class B Shares falls on a
Conversion Date, an investor's Class B Shares will be converted on that date. If
the eighth anniversary occurs between Conversion Dates, an investor's Class B
Shares will be converted on the next Conversion Date after such anniversary.
Consequently, if a shareholder's eighth anniversary falls on the day after a
Conversion Date, that shareholder will have to hold Class B Shares for as long
as an additional three months after the eighth anniversary after purchase before
the shares will automatically convert into Class A Shares.
Class B Shares of a fund acquired through reinvestment of dividends will
convert to the corresponding Class A Shares of that fund (or, in the case of
Delaware Group Cash Reserve, Inc., the Delaware Cash Reserve Consultant Class)
pro-rata with Class B Shares of that fund not acquired through dividend
reinvestment.
All such automatic conversions of Class B Shares will constitute tax-free
exchanges for federal income tax purposes. See Taxes.

CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES

Class B Shares redeemed within six years of purchase may be subject to a CDSC
at the rates set forth below, charged as a percentage of the dollar amount
subject thereto. The charge will be assessed on an amount equal to the lesser of
the net asset value at the time of purchase of the shares being redeemed or the
net asset value of the shares at the time of redemption. For purposes of this
formula, the "net asset value at the time of purchase" will be the net asset
value at purchase of the Class B Shares of the Fund even if those shares are
later exchanged for Class B Shares of another Delaware Group fund and, in the
event of an exchange of the shares, the "net asset value of such shares at the
time of redemption" will be the net asset value of the shares into which the
shares have been exchanged. Accordingly, no CDSC will be imposed on increases in
net asset value above the initial purchase price. In addition, no CDSC will be
assessed on redemption of shares received upon reinvestment of dividends or
capital gains distributions.
The following table sets forth the rates of the CDSC for the Class B Shares of
the Fund:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE
(AS A PERCENTAGE OF
YEAR AFTER DOLLAR AMOUNT
PURCHASE MADE SUBJECT TO CHARGE)
- ---------------- -------------------
<S> <C>
0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None
</TABLE>

During the seventh year after purchase and, thereafter, until converted
automatically into Class A Shares of the Fund, the Class B Shares will continue
to be subject to annual 12b-1 Plan expenses of 1% of average daily net assets
representing those shares. See Automatic Conversion of Class B Shares above.
Investors are reminded that the Class A Shares into which the Class B Shares
will convert are subject to ongoing annual 12b-1 Plan expenses of up to a
maximum of .30% of average daily net assets representing such shares.

- - 16
<PAGE> 17

In determining whether a CDSC is applicable to a redemption, the calculation
will be determined in a manner that results in the lowest applicable rate being
charged. Therefore, with respect to the Class B Shares, it will be assumed that
the redemption is first for shares held over six years or shares acquired
pursuant to reinvestment of dividends or distributions and then of shares held
longest during the six-year period. The charge will not be applied to dollar
amounts representing an increase in the net asset value since the time of
purchase. All investments made during a calendar month, regardless of when
during the month the investment occurred, will age one month on the last day of
that month and each subsequent month.
The CDSC is waived on redemptions of Class B Shares in connection with the
following redemptions: (i) redemptions effected pursuant to the Fund's right to
liquidate a shareholder's account if the aggregate net asset value of the shares
held in the account is less than the then-effective minimum account size; (ii)
returns of excess contributions to an IRA or 403(b)(7) Deferred Compensation
Plan; (iii) required minimum distributions from an IRA, 403(b)(7) Deferred
Compensation Plan, or 457 Deferred Compensation Plan; and (iv) distributions
from an IRA, 403(b)(7) Deferred Compensation Plan or 457 Deferred Compensation
Plan due to death or disability.

12b-1 DISTRIBUTION PLANS--CLASS A AND CLASS B SHARES

Pursuant to the distribution plans adopted by the Fund pursuant to Rule 12b-1
under the 1940 Act, the Fund is permitted to pay the Distributor annual
distribution fees payable monthly of up to .30% of the average daily net assets
of the Class A Shares and up to 1% of the average daily net assets of the Class
B Shares in order to compensate the Distributor for providing distribution and
related services and bearing certain expenses of each Class. The Class B Shares'
12b-1 Plan is designed to permit an investor to purchase Class B Shares through
dealers or brokers without the assessment of a front-end sales charge and at the
same time permit the Distributor to compensate dealers and brokers in connection
with the sale of the Class B Shares. In this regard, the purpose and function of
the 12b-1 Plan and the CDSC with respect to the Class B Shares are the same as
those of the front-end sales charge and 12b-1 Plan with respect to the Class A
Shares in that the fees and charges provide for the financing of the
distribution of the respective Classes. For more detailed discussion of the
12b-1 Plans relating to the Class A and Class B Shares, see Distribution (12b-1)
and Service.

- - 17
<PAGE> 18

OTHER PAYMENTS TO DEALERS--CLASS A AND CLASS B SHARES
In addition, from time to time at the discretion of the Distributor, all
registered broker/dealers whose aggregate sales of the Classes exceed certain
limits as set by the Distributor, may receive from the Distributor an additional
payment of up to .25% of the dollar amount of such sales. The Distributor may
also provide additional promotional incentives or payments to dealers that sell
shares of the Delaware Group of funds. In some instances, these incentives or
payments may be offered only to certain dealers who maintain, have sold or may
sell certain amounts of shares.
In connection with the promotion of Delaware Group fund shares, the
Distributor may, from time to time, pay to participate in dealer-sponsored
seminars and conferences, reimburse dealers for expenses incurred in connection
with preapproved seminars, conferences and advertising and may, from time to
time, pay or allow additional promotional incentives to dealers, which shall
include non-cash concessions, such as certain luxury merchandise or a trip to or
attendance at a business or investment seminar at a luxury resort, as part of
preapproved sales contests. In addition, as noted above, the Distributor may pay
dealers a commission in connection with net asset value purchases.

CLASS B FUNDS
The following funds currently offer Class B Shares: DMC Tax-Free Income
Trust--Pennsylvania, Delaware Group Delchester High-Yield Bond Fund, Inc.,
Delaware Group Government Fund, Inc., Limited-Term Government Fund of Delaware
Group Limited-Term Government Funds, Inc., Delaware Group Cash Reserve, Inc.,
Tax-Free USA Fund, Tax-Free Insured Fund and Tax-Free USA Intermediate Fund of
Delaware Group Tax-Free Fund, Inc., Delaware Group DelCap Fund, Inc., Delaware
Fund and Devon Fund of Delaware Group Delaware Fund, Inc., Delaware Group Value
Fund, Inc., Decatur Income Fund and Decatur Total Return Fund of Delaware Group
Decatur Fund, Inc., Global Assets Series, Global Bond Series and International
Equity Series of Delaware Group Global & International Funds, Inc. and the Fund.

TREND FUND INSTITUTIONAL CLASS
In addition to offering the Class A and Class B Shares, the Fund also offers
the Trend Fund Institutional Class of shares, which is described in a separate
prospectus relating to that class of shares. That class may be purchased only
by: (a) retirement plans introduced by persons not associated with brokers or
dealers that are primarily engaged in the retail securities business and
rollover individual retirement accounts from such plans; (b) tax-exempt employee
benefit plans of the Manager or its affiliates and securities dealer firms with
a selling agreement with the Distributor; (c) institutional advisory accounts of
the Manager or its affiliates and those having client relationships with
Delaware Investment Advisers, a division of the Manager, or its affiliates and
their corporate sponsors, as well as subsidiaries and related employee benefit
plans and rollover individual retirement accounts from such institutional
advisory accounts; (d) banks, trust companies and similar financial institutions
investing for their own account or for the account of their trust customers for
whom such financial institution is exercising investment discretion in
purchasing shares of a class; and (e) registered investment advisers investing
on behalf of clients that consist solely of institutions and high net-worth
individuals having at least $1,000,000 entrusted to the adviser for investment
purposes, but only if the adviser is not affiliated or associated with a broker
or dealer and derives compensation for its services exclusively from its clients
for such advisory services. Such Trend Fund Institutional Class shares generally
are distributed directly by the Distributor and do not have a front-end or
contingent deferred sales charge or a 12b-1 fee. Sales or service compensation
available in respect of such class, therefore, differs from that available in
respect of the Class A Shares and the Class B Shares. The 12b-1 Plan
distribution expenses borne by the Class A Shares and the Class B Shares, the
front-end sales charge and the Limited CDSC, if applicable, to which the Class A
Shares are subject, and the CDSC to which the Class B Shares are subject, may
affect the performance of these Classes. All three classes of shares have a
proportionate interest in the underlying portfolio of securities of the Fund.
Total Operating Expenses incurred by the Trend Fund Institutional Class as a
percentage of average daily net assets for the fiscal year ended June 30, 1995,
were 1.12%. See Part B for performance information about Trend Fund
Institutional Class. To obtain a prospectus which describes the Trend Fund
Institutional Class, contact the Distributor.

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<PAGE> 19

DIVIDEND ORDERS
Some shareholders want the dividends earned in one fund automatically invested
in another Delaware Group fund with a different investment objective. For more
information on the requirements of the other funds, see Dividend Reinvestment
Plan under The Delaware Difference or call the Shareholder Service Center.

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

INVESTING THROUGH YOUR INVESTMENT DEALER
You can make a purchase of shares of the Classes through most investment
dealers who, as part of the service they provide, must transmit orders promptly.
They may charge for this service. If you want a dealer but do not have one, we
can refer you to one.

INVESTING BY MAIL

1. Initial Purchases--An Investment Application or, in the case of a retirement
account, an appropriate Retirement Plan application, must be completed, signed
and sent with a check payable to Trend Fund A Class or B Class, depending upon
which Class is being purchased, to 1818 Market Street, Philadelphia, PA 19103.

2. Subsequent Purchases--Additional purchases may be made at any time by mailing
a check payable to Trend Fund A Class or B Class, depending upon which Class is
being purchased. Your check should be identified with your name(s) and account
number. An investment slip (similar to a deposit slip) is provided at the bottom
of transaction confirmations and dividend statements that you will receive from
the Fund, and should be used when you are making additional purchases. You can
expedite processing by including an investment slip with your check when making
additional purchases. Your investment may be delayed if you send additional
purchases by certified mail.

INVESTING BY WIRE
You may purchase shares by requesting your bank to transmit funds by wire to
CoreStates Bank, N.A., ABA #031000011, account number 0114-2596 (include your
name(s) and your account number for the Class in which you are investing).

1. Initial Purchases--Before you invest, telephone the Fund's Shareholder
Service Center to get an account number. If you do not call first, it may delay
processing your investment. In addition, you must promptly send your Investment
Application or, in the case of a retirement account, an appropriate Retirement
Plan application, to Trend Fund A Class or B Class, depending upon which Class
is being purchased, to 1818 Market Street, Philadelphia, PA 19103.

2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to CoreStates Bank, N.A., as described above. You should advise the Fund's
Shareholder Service Center by telephone of each wire you send.
If you want to wire investments to a Retirement Plan Account, call the
Shareholder Service Center for special wiring instructions.

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<PAGE> 20

INVESTING BY EXCHANGE
If you have an investment in another mutual fund in the Delaware Group, you
may write and authorize an exchange of part or all of your investment into
shares of the Fund. If you wish to open an account by exchange, call the
Shareholder Service Center for more information.
Exchanges will not be permitted between Class A Shares and Class B Shares of
the Fund or between the Class A Shares and Class B Shares of any other funds in
the Delaware Group. Class B Shares of any of the Class B Funds may be exchanged
for Class B Shares of the Fund. Class B Shares of the Fund acquired by exchange
will continue to carry the contingent deferred sales charge and the automatic
conversion schedules of the fund from which the exchange is made. The holding
period of the Class B Shares of the Fund will be added to that of the exchanged
shares for purposes of determining the time of the automatic conversion into
Class A Shares of the Fund.
Permissible exchanges into the Classes of the Fund will be made without a
front-end sales charge imposed by the Fund or, at the time of the exchange, a
contingent deferred sales charge imposed by the fund from which the exchange is
being made, except for exchanges into Class A Shares from funds not subject to a
front-end sales charge (unless such shares were acquired in an exchange from a
fund subject to such a charge or such shares were acquired through the
reinvestment of dividends).

ADDITIONAL METHODS OF ADDING TO YOUR INVESTMENT
Call the Shareholder Service Center for more information if you wish to use
the following services:

1. Direct Deposit
YOU MAY WISH TO HAVE YOUR EMPLOYER OR BANK MAKE REGULAR INVESTMENTS DIRECTLY
TO YOUR ACCOUNT FOR YOU (for example: payroll deduction, pay by phone, annuity
payments). The Fund also accepts preauthorized recurring government and private
payments by Electronic Fund Transfer, which avoids mail time and check clearing
holds on payments such as social security, federal salaries, Railroad Retirement
benefits, etc.

2. Automatic Investing Plan
THE AUTOMATIC INVESTING PLAN ENABLES YOU TO MAKE REGULAR MONTHLY INVESTMENTS
WITHOUT WRITING OR MAILING CHECKS. You may authorize the Fund to transfer a
designated amount monthly from your checking account into your Class account.
Many shareholders use this as an automatic savings plan for IRAs and other
purposes. Shareholders should allow a reasonable amount of time for initial
purchases and changes to these plans to become effective.
This option is not available to participants in the following plans: SAR/SEP,
SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k) Defined
Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457 Deferred
Compensation Plans.

* * *
Should investments by these two methods be reclaimed or returned for some
reason, the Fund has the right to liquidate your shares to reimburse the
government or transmitting bank. If there are insufficient funds in your Class
account, you are obligated to reimburse the Fund.

PURCHASE PRICE AND EFFECTIVE DATE
The offering price and net asset value of the Class A and Class B Shares are
determined as of the close of regular trading on the New York Stock Exchange
(ordinarily, 4 p.m., Eastern time) on days when such exchange is open.

The effective date of a purchase made through an investment dealer is the date
the order is received by the Fund. The effective date of a direct purchase is
the day your wire, electronic transfer or check is received unless it is
received after the time the offering price or net asset value of shares is
determined, as noted above. Purchase orders received after such time will be
effective the next business day.

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<PAGE> 21

THE CONDITIONS OF YOUR PURCHASE

The Fund reserves the right to reject any purchase order. If a purchase is
cancelled because your check is returned unpaid, you are responsible for any
loss incurred. The Fund can redeem shares from your account(s) to reimburse
itself for any loss, and you may be restricted from making future purchases in
any of the funds in the Delaware Group. The Fund reserves the right to reject
purchase orders paid by third-party checks or checks that are not drawn on a
domestic branch of a United States financial institution. If a check drawn on a
foreign financial institution is accepted, you may be subject to additional bank
charges for clearance and currency conversion.

The Fund also reserves the right, following shareholder notification, to
charge a service fee on non-retirement accounts of the Class A Shares and Class
B Shares that have remained below the minimum stated account balance for a
period of three or more consecutive months. Holders of such accounts may be
notified of their below minimum status and advised that they have until the end
of the current calendar quarter to raise their balance to the stated minimum. If
the account has not reached the minimum balance requirement by that time, the
Fund will charge a $9 fee for that quarter and each subsequent calendar quarter
until the account is brought up to the minimum balance. The service fee will be
deducted from the account during the first week of each calendar quarter for the
previous quarter, and will be used to help defray the cost of maintaining low
balance accounts. No fees will be charged without proper notice and no
contingent deferred sales charge will apply to such assessments.

The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under a class' minimum initial
purchase amount as a result of redemptions. An investor making the minimum
initial investment may be subject to involuntary redemption without the
imposition of a CDSC or Limited CDSC if he or she redeems any portion of his or
her account.

REDEMPTION AND EXCHANGE

YOU CAN REDEEM OR EXCHANGE YOUR SHARES IN A NUMBER OF DIFFERENT WAYS. The
exchange service is useful if your investment requirements change and you want
an easy way to invest in other equity funds, bond funds, tax-advantaged funds or
money market funds. This service is also useful if you are anticipating a major
expenditure and want to move a portion of your investment into a fund that has
the checkwriting feature. Exchanges are subject to the requirements of each fund
and all exchanges of shares from one fund or class to another pursuant to this
privilege constitute taxable events. See Taxes. You may want to call us for more
information or consult your financial adviser or investment dealer to discuss
which funds in the Delaware Group will best meet your changing objectives, and
the consequences of any exchange transaction.

Your shares will be redeemed or exchanged based on the net asset value next
determined after we receive your request in good order subject, in the case of a
redemption, to any applicable CDSC or Limited CDSC. Redemption or exchange
requests received in good order after the time the offering price and net asset
value of shares are determined, as noted above, will be processed on the next
business day. See Purchase Price and Effective Date under Buying Shares. Except
as otherwise noted below, for a redemption request to be in "good order," you
must provide your Class account number, account registration, and the total
number of shares or dollar amount of the transaction. If a holder of Class B
Shares submits a redemption request for a specific dollar amount, the Fund will
redeem that number of shares necessary to deduct the applicable CDSC and tender
to the shareholder the requested amount to the extent enough shares are then
held in the shareholder account. With regard to exchanges, you must also provide
the name of the fund you want to receive the proceeds. Exchange instructions and
redemption requests must be signed by the record owner(s) exactly as the shares
are registered. You may request a redemption or an exchange by calling the Fund
at 800-523-1918 (in Philadelphia, 215-988-1241). The Fund may suspend or
terminate, or amend the terms of, the exchange privilege upon 60 days' written
notice to shareholders.

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<PAGE> 22

The Fund will honor written redemption requests of shareholders who recently
purchased shares by check, but will not mail the proceeds until it is reasonably
satisfied the purchase check has cleared, which may take up to 15 days from the
purchase date. The Fund will not honor telephone redemptions for Class shares
recently purchased by check unless it is reasonably satisfied that the purchase
check has cleared. You can avoid this potential delay if you purchase shares by
wiring Federal Funds. The Fund reserves the right to reject a written or
telephone redemption request or delay payment of redemption proceeds if there
has been a recent change to the shareholder's address of record.
Class A Shares may be exchanged for certain of the shares of the other funds
in the Delaware Group, including other Class A Shares, subject to the
eligibility and minimum purchase requirements set forth in each fund's
prospectus. All Delaware Group funds offer Class A Shares. Class A Shares may
not be exchanged for Class B Shares of the funds offering such shares. Class B
Shares of the Fund may be exchanged only for the Class B Shares of any of the
Class B Funds. See Exchange Privilege under The Delaware Difference. In each
instance, permissible exchanges are subject to the minimum purchase and other
requirements set forth in each prospectus.
Permissible exchanges may be made at net asset value, provided: (1) the
investment satisfies the eligibility and minimum purchase requirements set forth
in the prospectus of the fund being acquired; and (2) the shares of the fund
being acquired are in a state where that fund is registered.
There is no front-end sales charge or fee for exchanges made between shares of
funds which both carry a front-end sales charge. Any applicable front-end sales
charge will apply to exchanges from shares of funds not subject to a front-end
sales charge, except for transfers involving assets that were previously
invested in a fund with a front-end sales charge and/or transfers involving the
reinvestment of dividends.
Holders of the Class B Shares that exchange their shares ("outstanding Class B
Shares") for the Class B Shares of other Class B Funds ("new Class B Shares")
will not be subject to a CDSC that might otherwise be due upon redemption of the
outstanding Class B Shares. However, such shareholders will continue to be
subject to the CDSC and automatic conversion schedules of the outstanding Class
B Shares described in this Prospectus and any CDSC assessed upon redemption will
be charged by the Fund. The Fund's CDSC schedule may be higher than the CDSC
schedule relating to the new Class B Shares acquired as a result of the
exchange. For purposes of computing the CDSC that may be payable upon a
disposition of the new Class B Shares, the holding period for the outstanding
Class B Shares is added to the holding period of the new Class B Shares. The
automatic conversion schedule of the outstanding Class B Shares may be longer
than that of the new Class B Shares. Consequently, an investment in new Class B
Shares by exchange may subject an investor to the higher 12b-1 fees applicable
to Class B Shares for a longer time than if the investment in new Class B Shares
was made directly.
Different redemption and exchange methods are outlined below. Except for the
CDSC with respect to redemption of Class B Shares and the Limited CDSC with
respect to certain redemptions of Class A Shares purchased at net asset value,
there is no fee charged by the Fund or the Distributor for redeeming or
exchanging your shares, but such fees could be charged in the future. You may
also have your investment dealer arrange to have your shares redeemed or
exchanged. Your investment dealer may charge for this service.
All authorizations given by shareholders with respect to an account, including
selection of any of the features described below, shall continue in effect until
revoked or modified in writing and until such time as such written revocation or
modification has been received by the Fund or its agent.
All exchanges involve a purchase of shares of the fund into which the exchange
is made. As with any purchase, an investor should obtain and carefully read that
fund's prospectus before buying shares in an exchange. The prospectus contains
more complete information about the fund, including charges and expenses.

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<PAGE> 23

WRITTEN REDEMPTION
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103 to
redeem some or all of your Class A or Class B Shares. The request must be signed
by all owners of the account or your investment dealer of record. For
redemptions of more than $50,000, or when the proceeds are not sent to the
shareholder(s) at the address of record, the Fund requires a signature by all
owners of the account and a signature guarantee for each owner. Each signature
guarantee must be supplied by an eligible guarantor institution. The Fund
reserves the right to reject a signature guarantee supplied by an eligible
institution based on its creditworthiness. The Fund may require further
documentation from corporations, executors, retirement plans, administrators,
trustees or guardians.
The redemption request is effective at the net asset value next determined
after it is received in good order. Class B Shares may be subject to a CDSC and
Class A Shares may be subject to a Limited CDSC with respect to certain shares
purchased at net asset value. Payment is normally mailed the next business day,
but no later than seven days, after receipt of your request. If your Class A
Shares are in certificate form, the certificate must accompany your request and
also be in good order. The Fund only issues certificates for Class A Shares if a
shareholder submits a specific request. The Fund does not issue certificates for
Class B Shares.

WRITTEN EXCHANGE
You can also write to the Fund (at 1818 Market Street, Philadelphia, PA 19103)
to request an exchange of any or all of your Class A or Class B Shares into
another mutual fund in the Delaware Group, subject to the same conditions and
limitations as other exchanges noted above.

TELEPHONE REDEMPTION AND EXCHANGE
To get the added convenience of the telephone redemption and exchange methods,
you must have the Transfer Agent hold your shares (without charge) for you. If
you choose to have your Class A Shares in certificate form, you can only redeem
or exchange by written request and you must return your certificates.
The Telephone Redemption service enabling you to have redemption proceeds
mailed to your address of record and the Telephone Exchange service, both of
which are described below, are automatically provided unless you notify the Fund
in writing that you do not wish to have such service available with respect to
your account. The Fund reserves the right to modify, terminate or suspend these
procedures upon 60 days' written notice to shareholders. It may be difficult to
reach the Fund by telephone during periods when market or economic conditions
lead to an unusually large volume of telephone requests.
Neither the Fund nor the Transfer Agent is responsible for any shareholder
loss incurred in acting upon written or telephone instructions for redemption or
exchange of Fund shares which are reasonably believed to be genuine. With
respect to such telephone transactions, the Fund will follow reasonable
procedures to confirm that instructions communicated by telephone are genuine
(including verification of a form of personal identification) as, if it does
not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Instructions received by telephone are
generally tape recorded, and a written confirmation will be provided for all
purchase, exchange and redemption transactions initiated by telephone. By
exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

TELEPHONE REDEMPTION--CHECK TO YOUR ADDRESS OF RECORD
THE TELEPHONE REDEMPTION FEATURE IS A QUICK AND EASY METHOD TO REDEEM SHARES.
You or your investment dealer of record can have redemption proceeds of $50,000
or less mailed to you at your record address. Checks will be payable to the
shareholder(s) of record. Payment is normally mailed the next business day, but
no later than seven days, after receipt of the request. This service is only
available to individual, joint and individual fiduciary-type accounts.

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<PAGE> 24

TELEPHONE REDEMPTION--PROCEEDS TO YOUR BANK
Redemption proceeds of $1,000 or more can be transferred to your predesignated
bank account by wire or by check. You should authorize this service when you
open your account. If you change your predesignated bank account, the Fund
requires an Authorization Form with your signature guaranteed. For your
protection, your authorization must be on file. If you request a wire, your
funds will normally be sent the next business day. CoreStates Bank, N.A.'s fee
(currently $7.50) will be deducted from your redemption. If you ask for a check,
it will normally be mailed the next business day, but no later than seven days,
after receipt of your request to your predesignated bank account. Except for any
CDSC which may be applicable to the Class B Shares and the Limited CDSC which
may be applicable to purchases made at net asset value with respect to the Class
A Shares, there are no fees for this method, but the mail time may delay getting
funds into your bank account. Simply call the Fund's Shareholder Service Center
prior to the time the offering price and net asset value are determined, as
noted above.
If expedited payment by check or wire could adversely affect the Fund, the
Fund may take up to seven days to pay.

TELEPHONE EXCHANGE
The Telephone Exchange feature is a convenient and efficient way to adjust
your investment holdings as your liquidity requirements and investment
objectives change. You or your investment dealer of record can exchange Class A
or Class B Shares into any fund in the Delaware Group under the same
registration, subject to the same conditions and limitations as other exchanges
noted above. As with the written exchange service, telephone exchanges are
subject to the requirements of each fund, as described above. Telephone
exchanges may be subject to limitations as to amounts or frequency.

SYSTEMATIC WITHDRAWAL PLAN

1. Regular Plans
This plan provides holders of the Class A Shares with a consistent monthly (or
quarterly) payment. THIS IS PARTICULARLY USEFUL TO SHAREHOLDERS LIVING ON FIXED
INCOMES, SINCE IT CAN PROVIDE THEM WITH A STABLE SUPPLEMENTAL AMOUNT. With
accounts of at least $5,000, you may elect monthly withdrawals of $25 (quarterly
$75) or more. The Fund does not recommend any particular monthly amount, as each
shareholder's situation and needs vary. Payments are normally made by check. In
the alternative, you may elect to have your payments transferred from your Fund
account to your predesignated bank account through the Delaware Group's
MoneyLine service. Your funds will normally be credited to your bank account two
business days after the payment date. Except with respect to the Limited CDSC
which may be applicable to Class A Shares as noted below, there are no fees for
this method. You can initiate this service by completing an Authorization
Agreement. If the name and address on your bank account are not identical to the
name and address on your Fund account, you must have your signature guaranteed.
Please call the Shareholder Service Center for additional information.

2. Retirement Plans
For shareholders eligible under the applicable Retirement Plan to receive
benefits in periodic payments, the Fund's Systematic Withdrawal Plan provides
you with maximum flexibility. A number of formulas are available for calculating
your withdrawals, depending upon whether the distributions are required or
optional. Withdrawals must be for $25 or more; however, no minimum account
balance is required. The MoneyLine service described above is not available with
respect to Retirement Plans.

* * *

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<PAGE> 25

Shareholders should not purchase Class A Shares while participating in a
Systematic Withdrawal Plan. Also, redemptions of Class A Shares pursuant to a
Systematic Withdrawal Plan may be subject to a Limited CDSC if the original
purchase was made within the 12 months prior to the withdrawal at net asset
value and a dealer's commission has been paid on that purchase. See Contingent
Deferred Sales Charge for Certain Purchases of Class A Shares Made at Net Asset
Value. For more information on both of these plans, call the Shareholder Service
Center.
The Systematic Withdrawal Plan is not available for Class B Shares.

WEALTH BUILDER OPTION
Shareholders may elect to invest in other mutual funds in the Delaware Group
through our Wealth Builder Option. Under this automatic exchange program,
shareholders can authorize regular monthly amounts (minimum of $100 per fund) to
be liquidated from their Class account and invested automatically into one or
more funds in the Delaware Group. Investments under this option are exchanges
and are therefore subject to the same conditions and limitations as other
exchanges of Class A and Class B Shares noted above.
Shareholders can also use the Wealth Builder Option to invest in the Fund
through regular liquidations of shares in their accounts in other funds in the
Delaware Group, subject to the same conditions and limitations as other
exchanges noted above. Shareholders can terminate their participation at any
time by written notice to the Fund. See Redemption and Exchange.
This option is not available to participants in the following plans: SAR/SEP,
SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k) Defined
Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457 Deferred
Compensation Plans.

CONTINGENT DEFERRED SALES CHARGE FOR CERTAIN PURCHASES OF CLASS A SHARES MADE AT
NET ASSET VALUE
For purchases of Class A Shares, a Limited CDSC will be imposed by the Fund
upon certain redemptions of Class A Shares (or shares into which such Class A
Shares are exchanged) made within 12 months of purchase, if such purchases were
made at net asset value and triggered the payment by the Distributor of the
dealer's commission described above. See Buying Shares.
The Limited CDSC will be paid to the Distributor and will be equal to the
lesser of 1% of (1) the net asset value at the time of purchase of the Class A
Shares being redeemed or (2) the net asset value of such Class A Shares at the
time of redemption. For purposes of this formula, the "net asset value at the
time of purchase" will be the net asset value at purchase of the Class A Shares
even if those shares are later exchanged for shares of another Delaware Group
fund and, in the event of an exchange of Class A Shares, the "net asset value of
such shares at the time of redemption" will be the net asset value of the shares
into which the Class A Shares have been exchanged.
Redemptions of such Class A Shares held for more than 12 months will not be
subjected to the Limited CDSC and an exchange of such Class A Shares into
another Delaware Group fund will not trigger the imposition of the Limited CDSC
at the time of such exchange. The period a shareholder owns shares into which
Class A Shares are exchanged will count towards satisfying the 12-month holding
period. The Fund assesses the Limited CDSC if such 12-month period is not
satisfied irrespective of whether the redemption triggering its payment is of
the Class A Shares of the Fund or the Class A Shares into which the Class A
Shares of the Fund have been exchanged.

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<PAGE> 26

In determining whether a Limited CDSC is payable, it will be assumed that
shares not subject to the Limited CDSC are the first redeemed followed by other
shares held for the longest period of time. The Limited CDSC will not be imposed
upon shares representing reinvested dividends or capital gains distributions, or
upon amounts representing share appreciation. All investments made during a
calendar month, regardless of when during the month the investment occurred,
will age one month on the last day of that month and each subsequent month.
The Limited CDSC will be waived in the following instances: (i) redemptions
effected pursuant to the Fund's right to liquidate a shareholder's account if
the aggregate net asset value of the shares held in the account is less than the
then-effective minimum account size; (ii) distributions to participants from a
retirement plan qualified under section 401(a) or 401(k) of the Internal Revenue
Code of 1986, as amended ("the Code"), or due to death of a participant in such
a plan; (iii) redemptions pursuant to the direction of a participant or
beneficiary of a retirement plan qualified under section 401(a) or 401(k) of the
Code with respect to that retirement plan; (iv) distributions from a section
403(b)(7) Plan or an IRA due to death, disability, or attainment of age 59 1/2;
(v) tax-free returns of excess contributions to an IRA; (vi) distributions by
other employee benefit plans to pay benefits; (vii) distributions described in
(ii), (iv), and (vi) above pursuant to a systematic withdrawal plan; and (viii)
redemptions by the classes of shareholders who are permitted to purchase shares
at net asset value, regardless of the size of the purchase (see Buying at Net
Asset Value).

DIVIDENDS AND DISTRIBUTIONS

The Fund will make payments from net investment income and net realized
securities profits, if any, twice a year. The first payment would be made during
the first quarter of the next fiscal year. The second payment would be made near
the end of the calendar year if necessary to comply with certain requirements of
the Internal Revenue Code. During the fiscal year ended June 30, 1995,
distributions totaling $0.79 per share of the Class A Shares were paid from
realized securities profits. On August 7, 1995, a distribution of $0.55 per
share of the Class A Shares and the Class B Shares was paid from realized
securities profits to shareholders of record July 28, 1995.
Each of the Classes will share proportionately in the investment income and
expenses of the Fund, except that: (i) the per share dividends and distributions
on the Class B Shares will be lower than the per share dividends and
distributions on the Class A Shares as a result of the higher expenses under the
12b-1 Plan relating to the Class B Shares; and (ii) the per share dividends and
distributions on both the Class A Shares and the Class B Shares will be lower
than the per share dividends and distributions on the Trend Fund Institutional
Class as such class will not incur any expenses under the Rule 12b-1 Plans. See
Distribution (12b-1) and Service under Management of the Fund.
Both dividends and distributions, if any, are automatically reinvested in your
account at net asset value unless you elect otherwise. Any check in payment of
dividends or other distributions which cannot be delivered by the Post Office or
which remains uncashed for a period of more than one year may be reinvested in
the shareholders account at the then-current net asset value and the dividend
option may be changed from cash to reinvest. If you elect to take your dividends
and distributions in cash and such dividends and distributions are in an amount
of $25 or more, you may elect the Delaware Groups MoneyLine service to enable
such payments to be transferred from your Fund account to your predesignated
bank account. Your funds will normally be credited to your bank account two
business days after the payment date. There are no fees for this method. See
Systematic Withdrawal Plan for Class A Shares under Redemption and Exchange for
information regarding authorization of this service. This service is not
available with respect to Retirement Plans. (See The Delaware Difference for
more information on reinvestment options.)

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<PAGE> 27

TAXES

The Fund has qualified, and intends to continue to qualify, as a regulated
investment company under Subchapter M of the Internal Revenue Code (the "Code").
As such, the Fund will not be subject to federal income tax, or to any excise
tax, to the extent its earnings are distributed as provided in the Code.
The Fund intends to distribute substantially all of its net investment income
and net capital gains, if any. Dividends from net investment income or net
short-term capital gains will be taxable to you as ordinary income, whether
received in cash or in additional shares. For corporate investors, dividends
from net investment income will generally qualify in part for the corporate
dividends-received deduction. The portion of dividends paid by the Fund that so
qualifies will be designated each year in a notice mailed to the Fund's
shareholders.
Distributions paid by the Fund from long-term capital gains, whether received
in cash or in additional shares, are taxable to those investors who are subject
to income taxes as long-term capital gains, regardless of the length of time an
investor has owned shares in the Fund. The Fund does not seek to realize any
particular amount of capital gains during a year; rather, realized gains are a
byproduct of Fund management activities. Consequently, capital gains
distributions may be expected to vary considerably from year to year. Also, for
those investors subject to tax, if purchases of shares in the Fund are made
shortly before the record date for a dividend or capital gains distribution, a
portion of the investment will be returned as a taxable distribution.
Although dividends generally will be treated as distributed when paid,
dividends which are declared in October, November, or December to shareholders
of record on a specified date in one of those months, but which, for operational
reasons, may not be paid to the shareholder until the following January, will be
treated for tax purposes as if paid by the Fund and received by the shareholder
on December 31 of the year declared.
The sale of shares of the Fund is a taxable event and may result in a capital
gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
two mutual funds (or two series or portfolios of a mutual fund). Any loss
incurred on sale or exchange of the Fund's shares which had been held for six
months or less will be treated as a long-term capital loss to the extent of
capital gain dividends received with respect to such shares. All or a portion of
the sales charge incurred in purchasing Fund shares will be excluded from the
federal tax basis of any of such shares sold or exchanged within ninety (90)
days of their purchase (for purposes of determining gain or loss upon sale of
such shares) if the sale proceeds are reinvested in the Fund or in another fund
in the Delaware Group of funds and a sales charge that would otherwise apply to
the reinvestment is reduced or eliminated. Any portion of such sales charge
excluded from the tax basis of the shares sold will be added to the tax basis of
the shares acquired in the reinvestment.
The automatic conversion of Class B Shares into Class A Shares at the end of
no longer than approximately eight years after purchase will be tax-free for
federal tax purposes. Shareholders should consult their own tax advisers
regarding specific questions as to federal, state, local or foreign taxes. See
Automatic Conversion of Class B Shares under Buying Shares.
In addition to federal taxes, shareholders may be subject to state and local
taxes on distributions. Distributions of interest income and capital gains
realized from certain types of U.S. Government securities may be exempt from
state personal income taxes. Shares of the Fund are exempt from Pennsylvania
county personal property taxes.

- - 27
<PAGE> 28

Each year, the Fund will mail you information on the tax status of the Fund's
dividends and distributions. Shareholders will also receive each year
information as to the portion of dividend income, if any, that is derived from
U.S. Government securities that are exempt from state income tax. Of course,
shareholders who are not subject to tax on their income would not be required to
pay tax on amounts distributed to them by the Fund.
The Fund is required to withhold 31% of taxable dividends, capital gains
distributions, and redemptions paid to shareholders who have not complied with
IRS taxpayer identification regulations. You may avoid this withholding
requirement by certifying on your Account Registration Form your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.
The tax discussion set forth above is included for general information only.
Prospective investors should consult their own tax advisers concerning the
federal, state, local or foreign tax consequences of an investment in the Fund.
See Taxes in Part B for additional information on tax matters relating to the
Fund and its shareholders.

CALCULATION OF OFFERING PRICE AND NET ASSET VALUE PER SHARE

Class A Shares are purchased at the offering price and Class B Shares are
purchased at the net asset value ("NAV") per share. The offering price of the
Class A Shares consists of the NAV per share next computed after the order is
received, plus any applicable front-end sales charges. The offering price and
NAV are computed as of the close of regular trading on the New York Stock
Exchange (ordinarily, 4 p.m., Eastern time) on days when such exchange is open.
The NAV per share is computed by adding the value of all securities and other
assets in the portfolio, deducting any liabilities (expenses and fees are
accrued daily) and dividing by the number of shares outstanding. Portfolio
securities for which market quotations are available are priced at market value.
Short-term investments having a maturity of less than 60 days are valued at
amortized cost, which approximates market value. All other securities are valued
at their fair value as determined in good faith and in a method approved by the
Fund's Board of Directors.
Each of the Fund's three classes will bear, pro-rata, all of the common
expenses of the Fund. The net asset values of all outstanding shares of each
class of the Fund will be computed on a pro-rata basis for each outstanding
share based on the proportionate participation in the Fund represented by the
value of shares of that class. All income earned and expenses incurred by the
Fund will be borne on a pro-rata basis by each outstanding share of a class,
based on each class' percentage in the Fund represented by the value of shares
of such classes, except that the Trend Fund Institutional Class will not incur
any of the expenses under the Fund's 12b-1 Plans and the Class A and Class B
Shares alone will bear the 12b-1 Plan expenses payable under their respective
Plans. Due to the specific distribution expenses and other costs that will be
allocable to each class, the net asset value of and dividends paid to each class
of the Fund will vary.

- - 28
<PAGE> 29

MANAGEMENT OF THE FUND
DIRECTORS
The business and affairs of the Fund are managed under the direction of its
Board of Directors. Part B contains additional information regarding the
directors and officers.

INVESTMENT MANAGER
The Manager furnishes investment management services to the Fund.
The Manager and its predecessors have been managing the funds in the Delaware
Group since 1938. On June 30, 1995, the Manager and its affiliate, Delaware
International Advisers Ltd., were supervising in the aggregate more than $26
billion in assets in the various institutional (approximately $16,227,892,000)
and investment company (approximately $9,916,645,000) accounts.

The Manager is an indirect, wholly-owned subsidiary of Delaware Management
Holdings, Inc. ("DMH"). On April 3, 1995, a merger between DMH and a wholly-
owned subsidiary of Lincoln National Corporation ("Lincoln National") was
completed. As a result of the merger, DMH and the Manager became indirect,
wholly-owned subsidiaries of Lincoln National and both are now subject to the
ultimate control of Lincoln National. Lincoln National, with headquarters in
Fort Wayne, Indiana, is a diversified organization with operations in many
aspects of the financial services industry, including insurance and investment
management. In connection with the merger, a new Investment Management Agreement
between the Fund and the Manager was executed following shareholder approval.

The Manager manages the Fund's portfolio and makes investment decisions which
are implemented by the Fund's Trading Department. The Manager also administers
the Fund's affairs and pays the salaries of all the directors, officers and
employees of the Fund who are affiliated with the Manager. For these services,
the Manager is paid an annual fee of 3/4 of 1% of the average daily net assets
of the Fund, less all directors' fees paid to unaffiliated directors. This fee
was paid by the Fund during the last fiscal year. This fee is higher than that
paid by many other funds. The fee may be higher or lower than that paid by funds
with comparable investment objectives. Investment management fees paid by the
Fund for the fiscal year ended June 30, 1995, were 0.75% of average daily net
assets.
Edward N. Antoian has primary responsibility for making day-to-day investment
decisions for the Fund. He has been the Fund's senior portfolio manager since
1984. A graduate of The State University of New York at Albany with an MBA in
Finance from the University of Pennsylvania's Wharton School, Mr. Antoian began
his career with Price Waterhouse. Prior to joining the Delaware Group in June
1984, he worked in the Institutional Equity Department of E.F. Hutton in
Philadelphia. A Chartered Financial Analyst, Mr. Antoian is a member of the
Philadelphia Finance Association and the Philadelphia Securities Association.
In making investment decisions for the Fund, Mr. Antoian regularly consults
with Wayne A. Stork, William H. Miller and other members of Delaware's equity
department. Mr. Stork, Chairman of the Manager and the Fund's Board of
Directors, is a graduate of Brown University and attended New York University's
Graduate School of Business Administration. Mr. Miller is an Assistant Portfolio
Manager. He holds a BA in Economics from Trinity College. Prior to joining the
Delaware Group in 1995, he worked as a technology analyst for Janney Montgomery
Scott in Philadelphia and he has also served as an institutional salesman for
Rutherford Brown & Catherwood.

- - 29
<PAGE> 30

PORTFOLIO TRADING PRACTICES
The Fund normally will not invest for short-term trading purposes. However,
the Fund may sell securities without regard to the length of time they have been
held. The degree of portfolio activity will affect brokerage costs of the Fund
and may affect taxes payable by the Fund's shareholders. Given the Fund's
investment objective, its annual portfolio turnover rate may exceed 100%. A
turnover rate of 100% would occur, for example, if all the investments in the
Fund's portfolio at the beginning of the year were replaced by the end of the
year. The turnover rate also may be affected by cash requirements from
redemptions and repurchases of Fund shares. During the past two fiscal years,
the Fund's portfolio turnover rates were 67% for 1994 and 64% for 1995.
The Fund uses its best efforts to obtain the best available price and most
favorable execution for portfolio transactions. Orders may be placed with
brokers or dealers who provide brokerage and research services to the Manager or
its advisory clients. These services may be used by the Manager in servicing any
of its accounts. Subject to best price and execution, the Fund may consider a
broker/dealer's sales of Fund shares in placing portfolio orders and may place
orders with broker/dealers that have agreed to defray certain Fund expenses such
as custodian fees.

PERFORMANCE INFORMATION
From time to time, the Fund may quote total return performance of the Classes
in advertising and other types of literature. Total return will be based on a
hypothetical $1,000 investment, reflecting the reinvestment of all distributions
at net asset value and (i) in the case of Class A Shares, the impact of the
maximum front-end sales charge at the beginning of each specified period and
(ii) in the case of Class B Shares, the deduction of any applicable CDSC at the
end of the relevant period. Each presentation will include the average annual
total return for one-, five- and ten-year periods, as relevant. The Fund may
also advertise aggregate and average total return information concerning a Class
over additional periods of time. In addition, the Fund may present total return
information that does not reflect the deduction of the maximum front-end sales
charge or any applicable CDSC. In this case, such total return information would
be more favorable than total return information which includes deductions of the
maximum front-end sales charge or any applicable CDSC.
Because stock prices fluctuate, investment results of the Classes will
fluctuate over time and past performance should not be considered as a
representation of future results.

- - 30
<PAGE> 31

DISTRIBUTION (12b-1) AND SERVICE
The Distributor, Delaware Distributors, L.P. (which formerly conducted
business as Delaware Distributors, Inc.), serves as the national distributor for
the Fund under a Distribution Agreement dated April 3, 1995.
The Fund has adopted a distribution plan under Rule 12b-1 for the Class A
Shares and a separate distribution plan under Rule 12b-1 for the Class B Shares
(the "Plans"). The Plans permit the Fund to pay the Distributor from the assets
of the respective Classes a monthly fee for its services and expenses in
distributing and promoting sales of shares. These expenses include, among other
things, preparing and distributing advertisements, sales literature, and
prospectuses and reports used for sales purposes, compensating sales and
marketing personnel, holding special promotions for specified periods of time,
and paying distribution and maintenance fees to brokers, dealers and others. In
connection with the promotion of Class A and Class B Shares, the Distributor
may, from time to time, pay to participate in dealer-sponsored seminars and
conferences, and reimburse dealers for expenses incurred in connection with
preapproved seminars, conferences and advertising. The Distributor may pay or
allow additional promotional incentives to dealers as part of preapproved sales
contests and/or to dealers who provide extra training and information concerning
a Class and increase sales of the Class. In addition, the Fund may make payments
from the assets of the respective Class directly to others, such as banks, who
aid in the distribution of Class shares or provide services in respect of a
Class, pursuant to service agreements with the Fund.
The 12b-1 Plan expenses relating to the Class B Shares are also used to pay
the Distributor for advancing the commission costs to dealers with respect to
the initial sale of such shares.
The aggregate fees paid by the Fund from the assets of the respective Classes
to the Distributor and others under the Plans may not exceed .30% of the Class A
Shares' average daily net assets in any year, and 1% (.25% of which are service
fees to be paid by the Fund to the Distributor, dealers or others, for providing
personal service and/or maintaining shareholder accounts) of the Class B Shares'
average daily net assets in any year. The Class A and Class B Shares will not
incur any distribution expenses beyond these limits, which may not be increased
without shareholder approval. The Distributor may, however, incur additional
expenses and make additional payments to dealers from its own resources to
promote the distribution of shares of the Classes.
Effective June 1, 1992, the Board of Directors has determined that the annual
fee payable on a monthly basis, under the Plan relating to the Class A Shares,
will be equal to the sum of (i) the amount obtained by multiplying .30% by the
average daily net assets represented by shares of the Class A Shares that are
acquired by shareholders on or after June 1, 1992, and (ii) the amount obtained
by multiplying .10% by the average daily net assets represented by shares of the
Class A Shares that were acquired before June 1, 1992. While this is the method
for calculating the Class A Shares' 12b-1 fee, the fee is a Class expense so
that all shareholders, regardless of when they purchase their shares, will bear
12b-1 expenses at the same per share rate. As Class A Shares are sold on or
after June 1, 1992, the initial rate of at least .10% will increase over time.
Thus, as the proportion of Class A Shares purchased on or after June 1, 1992, to
Class A Shares outstanding prior to June 1, 1992, increases, the expenses
attributable to payments under the Plan will also increase (but will not exceed
.30% of average daily net assets). While this describes the current formula for
calculating the fees which will be payable under the Plan, such Plan permits a
full .30% on all Class A Shares' assets to be paid at any time following Board
approval.

- - 31
<PAGE> 32

The Fund's Plans do not apply to the Trend Fund Institutional Class of shares.
Those shares are not included in calculating the Plans' fees, and the Plans are
not used to assist in the distribution and marketing of Trend Fund Institutional
Class shares.
While payments pursuant to the Plans may not exceed .30% annually with respect
to the Class A Shares and 1% annually with respect to the Class B Shares, the
Plans do not limit fees to amounts actually expended by the Distributor. It is
therefore possible that the Distributor may realize a profit in any particular
year. However, the Distributor currently expects that its distribution expenses
will likely equal or exceed payments to it under the Plans. The monthly fees
paid to the Distributor are subject to the review and approval of the Fund's
unaffiliated directors who may reduce the fees or terminate the Plans at any
time.
The staff of the Securities and Exchange Commission ("SEC") has proposed
amendments to Rule 12b-1 and other related regulations that could impact Rule
12b-1 Distribution Plans. The Fund intends to amend the Plans, if necessary, to
comply with any new rules or regulations the SEC may adopt with respect to Rule
12b-1.
The Transfer Agent, Delaware Service Company, Inc., serves as the shareholder
servicing, dividend disbursing and transfer agent for the Fund under an
Agreement dated June 29, 1988. The directors annually review service fees paid
to the Transfer Agent.
The Distributor and the Transfer Agent are also indirect, wholly-owned
subsidiaries of DMH.

EXPENSES
The Fund is responsible for all of its own expenses other than those borne by
the Manager under the Investment Management Agreement and those borne by the
Distributor under the Distribution Agreement. The Class A Shares' ratio of
expenses to average daily net assets for the fiscal year ended June 30, 1995,
was 1.36%. The Class B Shares' ratio of expenses to average daily net assets for
the period September 6, 1994, (date of initial public offering) through June 30,
1995, was 2.12%, annualized. The expense ratio of each Class reflects the impact
of its respective 12b-1 Plan.

SHARES
The Fund is an open-end management investment company and its portfolio of
assets is diversified for purposes of the 1940 Act. Commonly known as a mutual
fund, the Fund was organized as a Maryland corporation on March 4, 1983.
Previously, it was a Delaware corporation organized in 1966.
Fund shares have a par value of $.50, equal voting rights, except as noted
below, and are equal in all other respects. All Fund shares have noncumulative
voting rights which means that the holders of more than 50% of the Fund's shares
voting for the election of directors can elect 100% of the directors if they
choose to do so. Under Maryland law, the Fund is not required, and does not
intend, to hold annual meetings of shareholders unless, under certain
circumstances, it is required to do so under the 1940 Act. Shareholders of 10%
or more of the Fund's shares may request that a special meeting be called to
consider the removal of a director.
The Fund also offers the Trend Fund Institutional Class of shares as well as
the Class A and Class B Shares. Shares of each class represent proportionate
interests in the assets of the Fund and have the same voting and other rights
and preferences as the other classes of the Fund, except that shares of the
Trend Fund Institutional Class are not subject to, and may not vote on matters
affecting, the Distribution Plans under Rule 12b-1 relating to the Class A and
Class B Shares. Similarly, the shareholders of the Class A Shares may not vote
on matters affecting the Fund's Plan under Rule 12b-1 relating to the Class B
Shares, and the shareholders of the Class B Shares may not vote on matters
affecting the Fund's Plan under Rule 12b-1 relating to the Class A Shares.
However, the Class B Shares may vote on any proposal to increase materially the
fees to be paid by the Fund under the Rule 12b-1 Plan relating to the Class A
Shares.
Prior to September 6, 1994, the Trend Fund A Class was known as the Trend Fund
class and the Trend Fund Institutional Class was known as the Trend Fund
(Institutional) class.

- - 32
<PAGE> 33

THIS PAGE INTENTIONALLY LEFT BLANK

- - 33
<PAGE> 34

THIS PAGE INTENTIONALLY LEFT BLANK

- - 34
<PAGE> 35
The Delaware Group includes funds with a wide range of investment
objectives. Stock funds, income funds, tax-free funds, money market funds,
global and international funds and closed-end equity funds give investors the
ability to create a portfolio that fits their personal financial goals. For
more information, contact your financial adviser or call Delaware Group at
800-523-4640, in Philadelphia call 215-988-1333.

INVESTMENT MANAGER
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA 19103

MATIONAL DISTRIBUTOR
Delaware Distributors, L.P.
1818 Market Street
Philadelphia, PA 19103

SHAREHOLDER SERVICING,
DIVIDEND DISBURSING
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young
One Commerce Square
Philadelphia, PA 19103

INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103

CUSTODIAN
Chemical Bank
450 West 33rd Street
New York, NY 10001

P-003/P-064[''] BP1095
Printed in the U.S.A.

[art]

[Photo of George Washington crossing the Delaware.]

TREND FUND
- ------------------
A Class
B Class

PROSPECTUS

OCTOBER 31, 1995

[DELAWARE GROUP LOGO]

<PAGE> 36

TREND FUND PROSPECTUS
OCTOBER 31, 1995
INSTITUTIONAL

- --------------------------------------------------------------------------------
1818 MARKET STREET, PHILADELPHIA, PA 19103
FOR MORE INFORMATION ABOUT THE TREND FUND INSTITUTIONAL CLASS CALL DELAWARE
GROUP AT 800-828-5052.

This Prospectus describes the Trend Fund Institutional Class (the "Class") of
shares of Delaware Group Trend Fund, Inc. (the "Fund"). The Fund's objective is
to achieve capital appreciation by investing primarily in securities of emerging
and other growth-oriented companies.
Shares of this Class are available for purchase only by certain enumerated
institutions and are offered at net asset value without the imposition of a
front-end or contingent deferred sales charge and without a 12b-1 charge. See
Buying Shares.
This Prospectus relates only to the Class and sets forth information that you
should read and consider before you invest. Please retain it for future
reference. Part B of the Fund's registration statement, dated October 31, 1995,
as it may be amended from time to time, contains additional information about
the Fund and has been filed with the Securities and Exchange Commission. Part B
is incorporated by reference into this Prospectus and is available, without
charge, by writing to Delaware Distributors, L.P. at the above address or by
calling the above number. The Fund's financial statements appear in its Annual
Report, which will accompany any response to requests for Part B.
The Fund also offers the Trend Fund A Class and the Trend Fund B Class. Shares
of the Trend Fund A Class carry a front-end sales charge and are subject to
ongoing distribution expenses. Shares of the Trend Fund B Class are subject to
ongoing distribution expenses and a contingent deferred sales charge upon
redemption. A prospectus for these classes can be obtained by writing to
Delaware Distributors, L.P. at the above address or by calling the above number.

<TABLE>
<S> <C>
TABLE OF CONTENTS
COVER PAGE................................ 1
SYNOPSIS.................................. 2
SUMMARY OF EXPENSES....................... 3
FINANCIAL HIGHLIGHTS...................... 4
INVESTMENT OBJECTIVE AND POLICIES
INVESTMENT STRATEGY..................... 5
SUITABILITY............................. 6
BUYING SHARES............................. 6
REDEMPTION AND EXCHANGE................... 8
DIVIDENDS AND DISTRIBUTIONS............... 10
TAXES..................................... 11
CALCULATION OF NET ASSET VALUE PER
SHARE................................... 12
MANAGEMENT OF THE FUND.................... 12
</TABLE>

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

- - 1
<PAGE> 37

SYNOPSIS

CAPITALIZATION
The Fund offers the Trend Fund Institutional Class, the Trend Fund A Class and
the Trend Fund B Class. The Fund has a present authorized capitalization of one
hundred million shares of capital stock with a $.50 par value per share.
Twenty-five million shares of that stock have been allocated to the Trend Fund
Institutional Class, thirty-five million shares have been allocated to the Trend
Fund A Class and twenty-five million shares have been allocated to the Trend
Fund B Class. See Shares under Management of the Fund.

PURCHASE PRICE
Shares of the Class offered by this Prospectus are available at net asset
value, without a front-end or contingent deferred sales charge and are not
subject to distribution fees under a Rule 12b-1 distribution plan. See Buying
Shares.

OPEN-END INVESTMENT COMPANY
The Fund, which was organized as a Maryland corporation in 1983, is an
open-end management investment company and its portfolio of assets is
diversified for purposes of the Investment Company Act of 1940 (the "1940 Act").
Previously, it was a Delaware corporation organized in 1966. See Shares under
Management of the Fund.

REDEMPTION AND EXCHANGE
Shares of the Class are redeemed or exchanged at the net asset value
calculated after receipt of the redemption or exchange request. See Redemption
and Exchange.

- - 2
<PAGE> 38

SUMMARY OF EXPENSES

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
- ---------------------------------------------------------
<S> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)............... None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)............... None
Redemption Fees..................................... None*
Exchange Fees....................................... None**
</TABLE>

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
- ---------------------------------------------------------
<S> <C>
Management Fees.................................... 0.75%
12b-1 Fees......................................... None
Other Operating Expenses........................... 0.37%
-----
Total Operating Expenses........................ 1.12%
=====
</TABLE>

The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Class will bear directly or
indirectly. *CoreStates Bank, N.A. currently charges $7.50 per redemption for
redemptions payable by wire. **Exchanges are subject to the requirements of each
fund and a front-end sales charge may apply. See Trend Fund A Class and Trend
Fund B Class for expense information about those classes.
The following example illustrates the expenses that an investor would pay on a
$1,000 investment over various time periods, assuming (1) a 5% annual rate of
return and (2) redemption at the end of each time period. As noted in the table
above, the Fund charges no redemption fees.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
<S> <C> <C> <C>
$ 11 $36 $62 $136
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

- - 3
<PAGE> 39

FINANCIAL HIGHLIGHTS

The following financial highlights are derived from the financial statements of
Delaware Group Trend Fund, Inc. and have been audited by Ernst & Young LLP,
independent auditors. The data should be read in conjunction with the financial
statements, related notes, and the report of Ernst & Young LLP covering such
financial information and highlights, all of which are incorporated by reference
into Part B. Further information about the Fund's performance is contained in
its Annual Report to shareholders. A copy of the Fund's Annual Report (including
the report of Ernst & Young LLP) may be obtained from the Fund upon request at
no charge.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERIOD
11/23/92(1)
YEAR ENDED THROUGH YEAR ENDED
6/30/95(1) 6/30/94(1) 6/30/93 6/30/93(2) 6/30/92(2) 6/30/91(2) 6/30/90(2) 6/30/89(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period... $12.250 $13.990 $12.760 $11.380 $8.920 $9.970 $10.870 $8.130
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net Investment Income (Loss)(4)........ (0.044) (0.002) (0.035) (0.004) (0.005) (0.020) 0.146 0.018
Net Gains or Losses on Securities
(both realized and unrealized)........ 2.884 0.202 1.615 3.754 2.625 (0.460) 1.224 3.042
------ ------ ------ ------ ------ ----- ----- ------
Total From Investment Operations...... 2.840 0.200 1.580 3.750 2.620 (0.480) 1.370 3.060
------ ------ ------ ------ ------ ----- ----- ------
LESS DISTRIBUTIONS
- ------------------
Dividends (from net investment
income)............................... none none none none none (0.050) (0.050) none
Distributions (from capital gains)..... (0.790) (1.940) (0.350) (1.150) (0.160) (0.520) (2.220) (0.320)
Returns of Capital..................... none none none none none none none none
------ ------ ------ ------ ------ ----- ----- ------
Total Distributions................... (0.790) (1.940) (0.350) (1.150) (0.160) (0.570) (2.270) (0.320)
------ ------ ------ ------ ------ ----- ----- ------
Net Asset Value, End of Period......... $14.300 $12.250 $13.990 $13.980 $11.380 $8.920 $9.970 $10.870
------ ------ ------ ------ ------ ----- ----- ------
------ ------ ------ ------ ------ ----- ----- ------
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN........................... 24.74% 0.83% 21.69% 35.24%(5) 29.31%(5) (4.82%)(5) 14.32%(5) 39.27%(5)
- ------------
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------
Net Assets, End of Period (000's
omitted).............................. $55,437 $13,499 $ 2,237 $219,826 $124,548 $78,631 $88,274 $67,111
Ratio of Expenses to Average Daily
Net Assets............................ 1.12% 1.15% 1.21% 1.33% 1.18% 1.29% 1.27% 1.28%
Ratio of Net Investment Income to
Average Daily Net Assets.............. (0.34%) (0.50%) (0.49%) (0.61%) (0.43%) (0.24%) 0.82% 0.19%
Portfolio Turnover Rate................ 64% 67% 75% 75% 76% 67% 80% 48%

6/30/88(2) 6/30/87(2) 6/30/86(2/3)
<S> <C> <C> <C>
Net Asset Value, Beginning of Period... $9.120 $8.910 $6.430
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net Investment Income (Loss)(4)........ (0.066) (0.082) (0.042)
Net Gains or Losses on Securities
(both realized and unrealized)........ (0.924) 0.292 2.650
----- ----- -----
Total From Investment Operations...... 0.990 0.210 2.608
----- ----- -----
LESS DISTRIBUTIONS
- ------------------
Dividends (from net investment
income)............................... none none (0.128)
Distributions (from capital gains)..... none none none
Returns of Capital..................... none none none
----- ----- -----
Total Distributions................... none none (0.128)
----- ----- -----
Net Asset Value, End of Period......... $8.130 $9.120 $8.910
----- ----- -----
----- ----- -----
- ----------------------------------------------------------------------------
TOTAL RETURN........................... (10.86%)(5) 2.36%(5) 41.37%(5)
- ------------
- ----------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------
Net Assets, End of Period (000's
omitted).............................. $59,879 $79,266 $ 109,884
Ratio of Expenses to Average Daily
Net Assets............................ 1.20% 1.18% 1.20%
Ratio of Net Investment Income to
Average Daily Net Assets.............. (0.51%) (0.64%) (0.57%)
Portfolio Turnover Rate................ 63% 93% 113%
</TABLE>

- ------------------
(1) Data are derived from Trend Fund Institutional Class (until September 6,
1994, referred to as Trend Fund (Institutional) class), which commenced
operations on November 23, 1992. Ratios and total return for the period
November 23, 1992, through June 30, 1993, have been annualized.
(2) Data are derived from data of the Trend Fund A Class (until September 6,
1994, referred to as Trend Fund class) which was subject to 12b-1
distribution expenses effective June 1, 1992.
(3) All figures prior to May 9, 1986, are adjusted for a 2-for-1 stock split
paid on that date.
(4) 1995 per share information was based on the average shares outstanding
method.
(5) Does not reflect maximum sales charge of 5.75% applicable to Trend Fund A
Class.

- - 4
<PAGE> 40

INVESTMENT OBJECTIVE
AND POLICIES

INVESTMENT STRATEGY
The objective of the Fund is long-term capital appreciation. The strategy is
to invest primarily in the common stocks and securities convertible into common
stocks of emerging and other growth-oriented companies that, in the judgment of
the Manager, are responsive to changes within the marketplace and have the
fundamental characteristics to support growth.
The Fund will seek to identify changing and dominant trends within the
economy, the political arena and our society. The Fund will purchase securities
which it believes will benefit from these trends and which have the fundamentals
to exploit them. The fundamentals include managerial skills, product development
and sales and earnings.
In investing for capital appreciation, the Fund may hold securities for any
period of time. The Fund may also invest in foreign securities.
The Fund may purchase privately placed securities the resale of which is
restricted under applicable securities laws. Such securities may offer a higher
return than comparably registered securities but involve some additional risk as
they can be resold only in privately negotiated transactions, in accordance with
an exemption from the registration requirements under applicable securities laws
or after registration. The Fund will not purchase illiquid assets, including
such restricted securities, if more than 10% of the value of its assets would
then consist of illiquid securities.
Certain of the privately placed securities acquired by the Fund will be
eligible for resale by the Fund pursuant to Rule 144A under the Securities Act
of 1933 ("Rule 144A Securities"). Rule 144A permits many privately placed or
legally restricted securities to be freely traded without restriction among
certain institutional buyers such as the Fund. While maintaining oversight, the
Board of Directors of the Fund has delegated to the Manager the day-to-day
function of determining whether or not individual Rule 144A Securities are
liquid for purposes of the Fund's 10% limitation on investments in illiquid
securities.
Income is not an objective of the Fund. However, should the market warrant a
temporary defensive approach, the Fund may also invest in cash equivalents, and
fixed income obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, as well as corporate bonds.
The Fund may invest in repurchase agreements, but will not normally do so
except to invest excess cash balances. In a repurchase agreement, the Fund
purchases a security and simultaneously agrees to sell it back to the seller at
a set (generally higher) price. Delays or losses could result if the other party
to the repurchase agreement defaults or becomes insolvent.
While the Fund is permitted under certain circumstances to borrow money, it
does not normally do so. The Fund will not purchase securities while any
borrowings are outstanding.
Although the Fund will constantly strive to attain the objective of long-term
capital growth, there can be no assurance that it will be attained. The
objective of the Fund may not be changed without shareholder approval. Part B
provides more information on the Fund's investment policies and restrictions.

PORTFOLIO LOAN TRANSACTIONS
The Fund may loan up to 25% of its assets to qualified broker/dealers or
institutional investors for their use relating to short sales or other security
transactions.
The major risk to which the Fund would be exposed on a loan transaction is the
risk that the borrower would go bankrupt at a time when the value of the
security goes up. Therefore, the Fund will only enter into loan arrangements
after a review of all pertinent facts by the Manager, subject to overall
supervision by the Board of Directors, including the creditworthiness of the
borrowing broker, dealer or institution and then only if the consideration to be
received from such loans would justify the risk. Creditworthiness will be
monitored on an ongoing basis by the Manager.

- - 5
<PAGE> 41

BUYING SHARES

The Distributor serves as the national distributor for the Fund. Shares of the
Class may be purchased directly by contacting the Fund or its agent or through
authorized investment dealers. All purchases of shares of the Class are at net
asset value. There is no front-end or contingent deferred sales charge.
INVESTMENT INSTRUCTIONS GIVEN ON BEHALF OF PARTICIPANTS IN AN
EMPLOYER-SPONSORED RETIREMENT PLAN ARE MADE IN ACCORDANCE WITH DIRECTIONS
PROVIDED BY THE EMPLOYER. EMPLOYEES CONSIDERING PURCHASING SHARES OF THE CLASS
AS PART OF THEIR RETIREMENT PROGRAM SHOULD CONTACT THEIR EMPLOYER FOR DETAILS.
Shares of the Class are available for purchase only by: (a) retirement plans
introduced by persons not associated with brokers or dealers that are primarily
engaged in the retail securities business and rollover individual retirement
plans from such plans; (b) tax-exempt employee benefit plans of the Manager or
its affiliates and securities dealer firms with a selling agreement with the
Distributor; (c) institutional advisory accounts of the Manager or its
affiliates and those having client relationships with Delaware Investment
Advisers, a division of the Manager, or its affiliates and their corporate
sponsors, as well as subsidiaries and related employee benefit plans and
rollover individual retirement accounts from such institutional advisory
accounts; (d) banks, trust companies and similar financial institutions
investing for their own account or for the account of their trust customers for
whom such financial institution is exercising investment discretion in
purchasing shares of the Class; and (e) registered investment advisers investing
on behalf of clients that consist solely of institutions and high net-worth
individuals having at least $1,000,000 entrusted to the adviser for investment
purposes, but only if the adviser is not affiliated or associated with a broker
or dealer and derives compensation for its services exclusively from its clients
for such advisory services.

- - 6
<PAGE> 42

TREND FUND A CLASS AND TREND FUND B CLASS

In addition to offering the Trend Fund Institutional Class, the Fund also
offers the Trend Fund A Class and the Trend Fund B Class, which are described in
a separate prospectus relating only to those classes. Shares of Trend Fund A
Class and Trend Fund B Class may be purchased through authorized investment
dealers or directly by contacting the Fund or its agent. The Trend Fund A Class
carries a front-end sales charge and has annual 12b-1 expenses equal to a
maximum of .30%. The maximum front-end sales charge as a percentage of the
offering price is 5.75% (which, based on the net asset value per share of the
Class A Shares as of the end of the Fund's most recent fiscal year, is
equivalent to 6.12% as a percentage of the amount invested) and is reduced on
certain transactions of $100,000 or more. The Trend Fund B Class has no
front-end sales charge but is subject to annual 12b-1 expenses equal to a
maximum of 1%. Shares of the Trend Fund B Class and certain shares of the Trend
Fund A Class may be subject to a contingent deferred sales charge upon
redemption. The 12b-1 Plan distribution expenses borne by the Trend Fund A Class
and the Trend Fund B Class, the front-end sales charge and the limited
contingent deferred sales charge, if applicable, to which the Trend Fund A Class
is subject and the contingent deferred sales charge to which the Trend Fund B
Class is subject may affect performance of those classes. Sales or service
compensation available in respect of such classes, therefore, differs from that
available in respect of the Class. All three classes of shares have a
proportionate interest in the underlying portfolio of securities of the Fund.
Total Operating Expenses incurred by the Trend Fund A Class as a percentage of
average daily net assets for the fiscal year ended June 30, 1995 were 1.36%.
Such expenses incurred by the Trend Fund B Class were 2.12%, annualized. See
Part B for performance information about Trend Fund A Class and Trend Fund B
Class. To obtain a prospectus relating to the Trend Fund A Class and Trend Fund
B Class, contact the Distributor.

HOW TO BUY SHARES
The Fund makes it easy to invest by mail, by wire, by exchange and by
arrangement with your investment dealer. In all instances, investors must
qualify to purchase shares of the Class.

INVESTING DIRECTLY BY MAIL
1. Initial Purchases--An Investment Application must be completed, signed and
sent with a check payable to Trend Fund Institutional Class, to 1818 Market
Street, Philadelphia, PA 19103.

2. Subsequent Purchases--Additional purchases may be made at any time by mailing
a check payable to Trend Fund Institutional Class. Your check should be
identified with your name(s) and account number.

INVESTING DIRECTLY BY WIRE
You may purchase shares by requesting your bank to transmit funds by wire to
CoreStates Bank, N.A., ABA #031000011, account number 0114-2596 (include your
name(s) and your account number for the class in which you are investing).
1. Initial Purchases--Before you invest, telephone the Fund's Client Services
Department at 800-828-5052 to get an account number. If you do not call first,
it may delay processing your investment. In addition, you must promptly send
your Investment Application to Trend Fund Institutional Class, to 1818 Market
Street, Philadelphia, PA 19103.

2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to CoreStates Bank, N.A., as described above. You must advise your Client
Services Representative by telephone at 800-828-5052 prior to sending your wire.

INVESTING BY EXCHANGE
If you have an investment in another mutual fund in the Delaware Group and you
qualify to purchase shares of the Class, you may write and authorize an exchange
of part or all of your investment into the Class. However, shares of the Trend
Fund B Class and the Class B Shares of the other funds in the Delaware Group
offering such a class of shares may not be exchanged into the Class. If you wish
to open an account by exchange, call your Client Services Representative at
800-828-5052 for more information.

- - 7
<PAGE> 43

INVESTING THROUGH YOUR INVESTMENT DEALER
You can make a purchase of Class shares through most investment dealers who,
as part of the service they provide, must transmit orders promptly. They may
charge for this service.

PURCHASE PRICE AND EFFECTIVE DATE
The purchase price (net asset value) is determined as of the close of regular
trading on the New York Stock Exchange (ordinarily, 4 p.m., Eastern time) on
days when such exchange is open.

The effective date of a purchase made through an investment dealer is the date
the order is received by the Fund. The effective date of a direct purchase is
the day your wire, electronic transfer or check is received, unless it is
received after the time the share price is determined, as noted above. Purchase
orders received after such time will be effective the next business day.

THE CONDITIONS OF YOUR PURCHASE

The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under $250 as a result of redemptions.

REDEMPTION AND EXCHANGE

REDEMPTION AND EXCHANGE REQUESTS MADE ON BEHALF OF PARTICIPANTS IN AN
EMPLOYER-SPONSORED RETIREMENT PLAN ARE MADE IN ACCORDANCE WITH DIRECTIONS
PROVIDED BY THE EMPLOYER. EMPLOYEES SHOULD THEREFORE CONTACT THEIR EMPLOYER FOR
DETAILS.
Your shares will be redeemed or exchanged based on the net asset value next
determined after we receive your request in good order. Redemption and exchange
requests received in good order after the time the net asset value of shares is
determined, as noted above, will be processed on the next business day. See
Purchase Price and Effective Date under Buying Shares. Except as otherwise noted
below, for a redemption request to be in "good order," you must provide your
Class account number, account registration, and the total number of shares or
dollar amount of the transaction. With regard to exchanges, you must also
provide the name of the fund you want to receive the proceeds. Exchange
instructions and redemption requests must be signed by the record owner(s)
exactly as the shares are registered. You may request a redemption or an
exchange by calling the Fund at 800-828-5052.

- - 8
<PAGE> 44

Shares of the Class may be exchanged into any other Delaware Group mutual
fund, provided: (1) the investment satisfies the eligibility and other
requirements set forth in the prospectus of the fund being acquired, including
the payment of any applicable front-end sales charge; and (2) the shares of the
fund being acquired are in a state where that fund is registered. If exchanges
are made into other shares that are eligible for purchase only by those
permitted to purchase shares of the Class, such exchange will be exchanged at
net asset value. Shares of the Class may not be exchanged into the Class B
Shares of the funds in the Delaware Group. The Fund may suspend or terminate, or
amend the terms of, the exchange privilege upon 60 days' written notice to
shareholders.

Different redemption and exchange methods are outlined below. There is no fee
charged by the Fund or the Distributor for redeeming or exchanging your shares.
You may also have your investment dealer arrange to have your shares redeemed or
exchanged. Your investment dealer may charge for this service.
All authorizations given by shareholders with respect to an account, including
selection of any of the features described below, shall continue in effect until
revoked or modified in writing and until such time as such written revocation or
modification has been received by the Fund or its agent.
All exchanges involve a purchase of shares of the fund into which the exchange
is made. As with any purchase, an investor should obtain and carefully read that
fund's prospectus before buying shares in an exchange. The prospectus contains
more complete information about the fund, including charges and expenses.

WRITTEN REDEMPTION AND EXCHANGE
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103 to
redeem some or all of your Class shares or to request an exchange of any or all
your Class shares into another mutual fund in the Delaware Group, subject to the
same conditions and limitations as other exchanges noted above. The request must
be signed by all owners of the account or your investment dealer of record.
For redemptions of more than $50,000, or when the proceeds are not sent to the
shareholder(s) at the address of record, the Fund requires a signature by all
owners of the account and may require a signature guarantee. Each signature
guarantee must be supplied by an eligible guarantor institution. The Fund
reserves the right to reject a signature guarantee supplied by an eligible
institution based on its creditworthiness. The Fund may require further
documentation from corporations, executors, retirement plans, administrators,
trustees or guardians.
The redemption request is effective at the net asset value next determined
after it is received in good order. Payment is normally mailed the next business
day, but no later than seven days, after receipt of your request. The Fund does
not issue certificates for shares unless you submit a specific request. If your
shares are in certificate form, the certificate must accompany your request and
also be in good order.
Shareholders also may submit their written request for redemption or exchange
by facsimile transmission at the following number: 215-972-8864.

- - 9
<PAGE> 45

TELEPHONE REDEMPTION AND EXCHANGE
To get the added convenience of the telephone redemption and exchange methods,
you must have the Transfer Agent hold your shares (without charge) for you. If
you choose to have your shares in certificate form, you can only redeem or
exchange by written request and you must return your certificates.
The Telephone Redemption service enabling redemption proceeds to be mailed to
the account address of record and the Telephone Exchange service, both of which
are described below, are automatically provided unless you notify the Fund in
writing that you do not wish to have such service available with respect to your
account. The Fund reserves the right to modify, terminate or suspend these
procedures upon 60 days' written notice to shareholders. It may be difficult to
reach the Fund by telephone during periods when market or economic conditions
lead to an unusually large volume of telephone requests.
Neither the Fund nor the Transfer Agent is responsible for any shareholder
loss incurred in acting upon written or telephone instructions for redemption or
exchange of Class shares which are reasonably believed to be genuine. With
respect to such telephone transactions, the Fund will follow reasonable
procedures to confirm that instructions communicated by telephone are genuine
(including verification of a form of personal identification) as, if it does
not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. A written confirmation will be provided
for all purchase, exchange and redemption transactions initiated by telephone.
By exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

TELEPHONE REDEMPTION--CHECK TO YOUR ADDRESS OF RECORD
You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your record address. Checks will be payable to
the shareholder(s) of record. Payment is normally mailed the next business day,
but no later than seven days, after receipt of the request.

TELEPHONE REDEMPTION--PROCEEDS TO YOUR BANK
Redemption proceeds of $1,000 or more can be transferred to your predesignated
bank account by wire or by check. You should authorize this service when you
open your account. If you change your predesignated bank account, the Fund
requires a written authorization and may require that you have your signature
guaranteed. For your protection, your authorization must be on file. If you
request a wire, your funds will normally be sent the next business day.
CoreStates Bank, N.A.'s fee (currently $7.50) will be deducted from your
redemption. If you ask for a check, it will normally be mailed the next business
day, but no later than seven days, after receipt of your request to your
predesignated bank account. There are no fees for this method, but the mail time
may delay getting funds into your bank account. Simply call your Client Services
Representative prior to the time the net asset value is determined, as noted
above.

TELEPHONE EXCHANGE
You or your investment dealer of record can exchange shares into any fund in
the Delaware Group under the same registration. As with the written exchange
service, telephone exchanges are subject to the same conditions and limitations
as other exchanges noted above. Telephone exchanges may be subject to
limitations as to amounts or frequency.

DIVIDENDS AND DISTRIBUTIONS

- - 10
<PAGE> 46

TAXES

The Fund has qualified, and intends to continue to qualify, as a regulated
investment company under Subchapter M of the Internal Revenue Code (the "Code").
As such, the Fund will not be subject to federal income tax, or to any excise
tax, to the extent its earnings are distributed as provided in the Code.
The Fund intends to distribute substantially all of its net investment income
and net capital gains, if any. Dividends from net investment income or net
short-term capital gains will be taxable to you as ordinary income, even though
received in additional shares. For corporate investors, dividends from net
investment income will generally qualify in part for the corporate dividends-
received deduction. The portion of dividends paid by the Fund that so qualifies
will be designated each year in a notice mailed to the Fund's shareholders.
Distributions paid by the Fund from long-term capital gains, received in
additional shares, are taxable to those investors who are subject to income
taxes as long-term capital gains, regardless of the length of time an investor
has owned shares in the Fund. The Fund does not seek to realize any particular
amount of capital gains during a year; rather, realized gains are a byproduct of
Fund management activities. Consequently, capital gains distributions may be
expected to vary considerably from year to year. Also, for those investors
subject to tax, if purchases of shares in the Fund are made shortly before the
record date for a dividend or capital gains distribution, a portion of the
investment will be returned as a taxable distribution.
Although dividends generally will be treated as distributed when paid,
dividends which are declared in October, November, or December to shareholders
of record on a specified date in one of those months, but which, for operational
reasons, may not be paid to the shareholder until the following January, will be
treated for tax purposes as if paid by the Fund and received by the shareholder
on December 31 of the year declared.
The sale of shares of the Fund is a taxable event and may result in a capital
gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
two mutual funds (or two series or portfolios of a mutual fund). Any loss
incurred on sale or exchange of the Fund's shares which had been held for six
months or less will be treated as a long-term capital loss to the extent of
capital gain dividends received with respect to such shares.
In addition to federal taxes, shareholders may be subject to state and local
taxes on distributions. Distributions of interest income and capital gains
realized from certain types of U.S. Government securities may be exempt from
state personal income taxes. Shares of the Fund are exempt from Pennsylvania
county personal property taxes.
Each year, the Fund will mail you information on the tax status of the Fund's
dividends and distributions. Shareholders will also receive each year
information as to the portion of dividend income, if any, that is derived from
U.S. Government securities that are exempt from state income tax. Of course,
shareholders who are not subject to tax on their income would not be required to
pay tax on amounts distributed to them by the Fund.
The Fund is required to withhold 31% of taxable dividends, capital gains
distributions, and redemptions paid to shareholders who have not complied with
IRS taxpayer identification regulations. You may avoid this withholding
requirement by certifying on your Account Registration Form your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.
The tax discussion set forth above is included for general information only.
Prospective investors should consult their own tax advisers concerning the
federal, state, local or foreign tax consequences of an investment in the Fund.
See Taxes in Part B for additional information on tax matters relating to the
Fund and its shareholders.

- - 11
<PAGE> 47

CALCULATION OF NET
ASSET VALUE PER SHARE

The purchase and redemption price of the Class is the net asset value ("NAV")
per share of the Class next computed after the order is received. The NAV is
computed as of the close of regular trading on the New York Stock Exchange
(ordinarily, 4 p.m., Eastern time) on days when such exchange is open.
The NAV per share is computed by adding the value of all securities and other
assets in the portfolio, deducting any liabilities (expenses and fees are
accrued daily) and dividing by the number of shares outstanding. Portfolio
securities for which market quotations are available are priced at market value.
Short-term investments having a maturity of less than 60 days are valued at
amortized cost, which approximates market value. All other securities are valued
at their fair value as determined in good faith and in a method approved by the
Fund's Board of Directors.
Each of the Fund's three classes will bear, pro-rata, all of the common
expenses of the Fund. The net asset values of all outstanding shares of each
class of the Fund will be computed on a pro-rata basis for each outstanding
share based on the proportionate participation in the Fund represented by the
value of shares of that class. All income earned and expenses incurred by the
Fund will be borne on a pro-rata basis by each outstanding share of a class,
based on each class' percentage in the Fund represented by the value of shares
of such classes, except that the Class will not incur any of the expenses under
the Fund's 12b-1 Plans and Trend Fund A and B Classes alone will bear the 12b-1
Plan fees payable under their respective Plans. Due to the specific distribution
expenses and other costs that will be allocable to each class, the net asset
value of and dividends paid to each class of the Fund will vary.

MANAGEMENT OF THE FUND

DIRECTORS
The business and affairs of the Fund are managed under the direction of its
Board of Directors. Part B contains additional information regarding the
directors and officers.

- - 12
<PAGE> 48

The Manager manages the Fund's portfolio and makes investment decisions which
are implemented by the Fund's Trading Department. The Manager also administers
the Fund's affairs and pays the salaries of all the directors, officers and
employees of the Fund who are affiliated with the Manager. For these services,
the Manager is paid an annual fee of 3/4 of 1% of the average daily net assets
of the Fund, less all directors' fees paid to unaffiliated directors. This fee
was paid by the Fund during the last fiscal year. This fee is higher than that
paid by many other funds. The fee may be higher or lower than that paid by funds
with comparable investment objectives. Investment management fees paid by the
Fund for the fiscal year ended June 30, 1995 were 0.75% of average daily net
assets.
Edward N. Antoian has primary responsibility for making day-to-day investment
decisions for the Fund. He has been the Fund's senior portfolio manager since
1984. A graduate of The State University of New York at Albany with an MBA in
Finance from the University of Pennsylvania's Wharton School, Mr. Antoian began
his career with Price Waterhouse. Prior to joining the Delaware Group in June
1984, he worked in the Institutional Equity Department of E.F. Hutton in
Philadelphia. A Chartered Financial Analyst, Mr. Antoian is a member of the
Philadelphia Finance Association and the Philadelphia Securities Association.
In making investment decisions for the Fund, Mr. Antoian regularly consults
with Wayne A. Stork, William H. Miller and other members of Delaware's equity
department. Mr. Stork, Chairman of the Manager and the Fund's Board of
Directors, is a graduate of Brown University and attended New York University's
Graduate School of Business Administration. Mr. Miller is an Assistant Portfolio
Manager. He holds a BA in Economics from Trinity College. Prior to joining the
Delaware Group in 1995, he worked as a technology analyst for Janney Montgomery
Scott in Philadelphia and he has also served as an institutional salesman for
Rutherford Brown & Catherwood.

PERFORMANCE INFORMATION
From time to time, the Fund may quote total return performance of the Class in
advertising and other types of literature. Total return will be based on a
hypothetical $1,000 investment, reflecting the reinvestment of all distributions
at net asset value. Each presentation will include the average annual total
return for one-, five-and ten-year periods. The Fund may also advertise
aggregate and average total return information concerning the Class over
additional periods of time.
Because stock prices fluctuate, investment results of the Class will fluctuate
over time and past performance should not be considered as a representation of
future results.

STATEMENTS AND CONFIRMATIONS
You will receive quarterly statements of your account as well as confirmations
of all investments and redemptions. You should examine statements and
confirmations immediately and promptly report any discrepancy by calling your
Client Services Representative.

- - 13
<PAGE> 49

DISTRIBUTION AND SERVICE
The Distributor, Delaware Distributors, L.P. (which formerly conducted
business as Delaware Distributors, Inc.), serves as the national distributor for
the Fund under a Distribution Agreement dated April 3, 1995. The Distributor
bears all of the costs of promotion and distribution.
The Transfer Agent, Delaware Service Company, Inc., serves as the shareholder
servicing, dividend disbursing and transfer agent for the Fund under an
Agreement dated June 29, 1988. The directors annually review service fees paid
to the Transfer Agent. Certain recordkeeping and other shareholder services that
otherwise would be performed by the Transfer Agent may be performed by certain
other entities and the Transfer Agent may elect to enter into an agreement to
pay such other entities for those services. In addition, participant account
maintenance fees may be assessed for certain recordkeeping provided as part of
retirement plan and administration service packages. These fees are based on the
number of participants in the plan and the various services selected by the
employer. Fees will be quoted upon request and are subject to change.
The Distributor and the Transfer Agent are also indirect, wholly-owned
subsidiaries of DMH.

SHARES
The Fund is an open-end management investment company. The Fund's portfolio of
assets is diversified for purposes of the 1940 Act. Commonly known as a mutual
fund, the Fund was organized as a Maryland corporation on March 4, 1983.
Previously, it was a Delaware corporation organized in 1966.
Fund shares have a par value of $.50, equal voting rights, except as noted
below, and are equal in all other respects. All Fund shares have noncumulative
voting rights which means that the holders of more than 50% of the Fund's shares
voting for the election of directors can elect 100% of the directors if they
choose to do so. Under Maryland law, the Fund is not required, and does not
intend, to hold annual meetings of shareholders unless, under certain
circumstances, it is required to do so under the 1940 Act. Shareholders of 10%
or more of the Fund's shares may request that a special meeting be called to
consider the removal of a director.
The Fund also offers the Trend Fund A Class and the Trend Fund B Class of
shares which represent proportionate interests in the assets of the Fund and
have the same voting and other rights and preferences as the Class, except that
shares of the Class are not subject to, and may not vote on matters affecting,
the Distribution Plans under Rule 12b-1 relating to the Trend Fund A Class and
the Trend Fund B Class.
Prior to September 6, 1994, the Trend Fund Institutional Class was known as
the Trend Fund (Institutional) class and the Trend Fund A Class was known as the
Trend Fund class.

- - 14
<PAGE> 50
For more information contact Delaware Group at 800-828-5052.

INVESTMENT MANAGER
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA 19103

NATIONAL DISTRIBUTOR
Delaware Distributors, L.P.
1818 Market Street
Philadelphia, PA 19103

SHAREHOLDER SERVICING,
DIVIDEND DISBURSING
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young
One Commerce Square
Philadelphia, PA 19103

INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103

CUSTODIAN
Chemical Bank
450 West 33rd Street
New York, NY 10001

P-043[''] BP1095
Printed in the U.S.A.

[art]

[Photo of George Washington]

TREND
FUND
- ------------------
INSTITUTIONAL

PROSPECTUS

OCTOBER 31, 1995

[DELAWARE GROUP LOGO]

<PAGE> 51

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 1

- ---------------------------------------------------------------
PART B--STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 31, 1995
- ---------------------------------------------------------------
DELAWARE GROUP
- ---------------------------------------------------------------
TREND FUND, INC.
- ---------------------------------------------------------------

1818 MARKET STREET
PHILADELPHIA, PA 19103

- ---------------------------------------------------------------
FOR MORE INFORMATION ABOUT THE TREND FUND
INSTITUTIONAL CLASS: 800-828-5052

FOR PROSPECTUS AND PERFORMANCE OF THE TREND FUND
A CLASS AND THE TREND FUND B CLASS:
NATIONWIDE 800-523-4640
PHILADELPHIA 215-988-1333

INFORMATION ON EXISTING ACCOUNTS OF THE TREND FUND
A CLASS AND THE TREND FUND B CLASS:
(SHAREHOLDERS ONLY)

NATIONWIDE 800-523-1918
PHILADELPHIA 215-988-1241

DEALER SERVICES:
(BROKER/DEALERS ONLY)

NATIONWIDE 800-362-7500
PHILADELPHIA 215-988-1050
- ---------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<S> <C>
- ---------------------------------------------------
COVER PAGE 1
- ---------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES 2
- ---------------------------------------------------
PERFORMANCE INFORMATION 4
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TRADING PRACTICES AND BROKERAGE 7
- ---------------------------------------------------
PURCHASING SHARES 8
- ---------------------------------------------------
INVESTMENT PLANS 14
- ---------------------------------------------------
DETERMINING OFFERING PRICE AND
NET ASSET VALUE 17
- ---------------------------------------------------
REDEMPTION AND REPURCHASE 17
- ---------------------------------------------------
DIVIDENDS AND REALIZED SECURITIES PROFITS
DISTRIBUTIONS 20
- ---------------------------------------------------
TAXES 21
- ---------------------------------------------------
INVESTMENT MANAGEMENT AGREEMENT 21
- ---------------------------------------------------
OFFICERS AND DIRECTORS 22
- ---------------------------------------------------
EXCHANGE PRIVILEGE 25
- ---------------------------------------------------
GENERAL INFORMATION 27
- ---------------------------------------------------
APPENDIX A--IRA INFORMATION 29
- ---------------------------------------------------
APPENDIX B--PERFORMANCE OVERVIEW 33
- ---------------------------------------------------
APPENDIX C--THE COMPANY LIFE CYCLE 36
- ---------------------------------------------------
FINANCIAL STATEMENTS 37
- ---------------------------------------------------
</TABLE>

Delaware Group Trend Fund, Inc. (the "Fund") is a professionally-managed
mutual fund. The Fund offers three classes (individually, a "Class" and
collectively, the "Classes") of shares--the Trend Fund A Class (the "Class A
Shares"), the Trend Fund B Class (the "Class B Shares") (Class A Shares and
Class B Shares together, referred to as "Fund Classes") and the Trend Fund
Institutional Class (the "Institutional Class"). Class B Shares and
Institutional Class shares may be purchased at a price equal to the next
determined net asset value per share. Class A Shares may be purchased at the
public offering price, which is equal to the next determined net asset value per
share, plus a front-end sales charge. The Class A Shares are subject to a
maximum front-end sales charge of 5.75% and annual 12b-1 Plan expenses. The
Class B Shares are subject to a contingent deferred sales charge ("CDSC") which
may be imposed on redemptions made within six years of purchase and 12b-1 Plan
expenses which are higher than those to which Class A Shares are subject and are
assessed against the Class B Shares for no longer than approximately eight years
after purchase. See Automatic Conversion of Class B Shares in the Fund Classes'
Prospectus. All references to "shares" in this Statement of Additional
Information ("Part B" of the registration statement) refer to all Classes of
shares of the Fund, except where noted.
This Part B supplements the information contained in the current Prospectuses
for the Fund Classes and the Institutional Class dated October 31, 1995, as may
be amended from time to time. It should be read in conjunction with the
respective Class' Prospectus. Part B is not itself a prospectus but is, in its
entirety, incorporated by reference into each Class' Prospectus. A Prospectus
relating to the Fund Classes and a Prospectus relating to the Institutional
Class may be obtained by writing or calling your investment dealer or by
contacting the Fund's national distributor, Delaware Distributors, L.P. (the
"Distributor"), 1818 Market Street, Philadelphia, PA 19103.

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<PAGE> 52

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 2

INVESTMENT OBJECTIVE
AND POLICIES

The objective of the Fund, which is a fundamental policy and cannot be changed
without shareholder approval, is capital appreciation. The strategy is to invest
primarily in the common stocks and securities convertible into common stocks of
emerging and other growth-oriented companies that, in the judgment of Delaware
Management Company, Inc. (the "Manager"), are responsive to changes within the
marketplace and have the fundamental characteristics to support growth. Income
will not be a significant investment factor except so far as future dividend
growth may affect market appraisal of a security. Purchases and sales of
portfolio securities will be based upon management's judgment of economic and
market trends in addition to fundamental investment analysis. The Fund will seek
to identify changing and dominant trends affecting securities values which it
believes will offer the opportunities for growth of capital, such as trends in
the overall economic environment (including social, political, monetary and
technological trends); trends within a company and its industry reflected by,
for example, improving managerial skills, new product development and sales and
earnings trends; and trends in market prices of various types of categories of
investments. Since the production of income is not an objective of the Fund, any
income earned and paid to shareholders will likely be minimal. An investor
should not consider a purchase of Fund shares as equivalent to a complete
investment program.
Although the Fund will constantly strive to attain the objective of capital
appreciation, of course there can be no assurance that it will be attained. It
also should be borne in mind that investing in securities believed to have a
potential for capital appreciation may involve exposure to a greater risk than
securities which do not have growth characteristics, and that the shares of the
Fund will fluctuate in value. Investing for this objective, the Fund usually
will invest in common stocks or securities convertible into common stocks of
emerging and other growth-oriented companies, some of which may be of a
speculative nature and subject the Fund to an additional risk. However, from
time to time, the Fund may, in its judgment, depending upon prevailing
circumstances, and for defensive purposes without limit as to the proportion of
assets invested, hold varying proportions of cash, U.S. Government securities,
nonconvertible securities and straight debt securities.
In investing for capital appreciation, the Fund may hold securities for any
period of time. See Portfolio Turnover under Trading Practices and Brokerage.
While the Fund is permitted to do so, it normally does not invest in
repurchase agreements, except to invest excess cash balances. A repurchase
agreement is a short-term investment by which the purchaser acquires ownership
of a debt security and the seller agrees to repurchase the obligation at a
future time and set price, thereby determining the yield during the purchaser's
holding period. Should an issuer of a repurchase agreement fail to repurchase
the underlying security, the loss to the Fund, if any, would be the difference
between the repurchase price and the market value of the security. The Fund will
limit its investments in repurchase agreements to those which the Manager under
the guidelines of the Board of Directors determines to present minimal credit
risks and which are of high quality. In addition, the Fund must have collateral
of at least 100% of the repurchase price, including the portion representing the
Fund's yield under such agreements which is monitored on a daily basis.
The funds in the Delaware Group have obtained an exemption from the
joint-transaction prohibitions of Section 17(d) of the Investment Company Act of
1940 (the "1940 Act") to allow the Delaware Group funds jointly to invest cash
balances. The Fund may invest cash balances in a joint repurchase agreement in
accordance with the terms of the Order and subject generally to the conditions
described above.
While the Fund is permitted under certain circumstances to borrow money and
invest in investment company securities, it does not normally do so. Investment
securities will not normally be purchased while the Fund has an outstanding
borrowing.
The Fund may purchase privately placed securities which may be resold only in
privately negotiated transactions, in accordance with an exemption from
registration under applicable securities laws or after registration. The
registration process may involve delays which could result in the Fund obtaining
a less favorable price on resale. In addition, to the extent that there is no
established trading market for restricted securities, it will be more difficult
for the Fund to obtain precise valuations for such securities in its portfolio.
As a result, judgment may play a greater role in valuing such securities than is
normally the case.
Certain of the privately placed securities acquired by the Fund will be
eligible for resale pursuant to Rule 144A under the Securities Act of 1933
("Rule 144A Securities"). The Fund's Board of Directors has instructed the
Manager to consider the following factors in determining the liquidity of Rule
144A Securities: (i) the frequency of trades and trading volume for the
security; (ii) whether at least three dealers are willing to purchase or sell
the security and the number of potential purchasers; (iii) whether at least two
dealers are making a market in the security; (iv) the nature of the security and
the nature of the marketplace trades (e.g., the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of transfer).
Investing in Rule 144A Securities could have the effect of increasing the level
of the Fund's illiquidity to the extent that qualified institutional buyers
become, for a period of time, uninterested in purchasing these securities.
Although it is not a matter of fundamental policy, the Fund may invest not
more than 5% of its assets in foreign securities. Foreign markets may be more
volatile than U.S. markets. Such investments involve sovereign risk in addition
to the normal risks associated with American securities. These risks include
political risks, foreign taxes and exchange controls and currency fluctuations.
For example, foreign portfolio investments may fluctuate in value due to changes
in currency rates (i.e., the value of foreign

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<PAGE> 53

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 3

investments would increase with a fall in the value of the dollar, and decrease
with a rise in the value of the dollar) and control regulations apart from
market fluctuations. The Fund may also experience delays in foreign securities
settlement.

PORTFOLIO LOAN TRANSACTIONS
The Fund may loan up to 25% of its assets to qualified broker/dealers or
institutional investors for their use relating to short sales or other security
transactions.
It is the understanding of the Manager that the staff of the Securities and
Exchange Commission permits portfolio lending by registered investment companies
if certain conditions are met. These conditions are as follows:
1) each transaction must have 100% collateral in the form of cash, short-term
U.S. Government securities, or irrevocable letters of credit payable by banks
acceptable to the Fund from the borrower; 2) this collateral must be valued
daily and should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund; 3) the Fund must be
able to terminate the loan after notice, at any time; 4) the Fund must receive
reasonable interest on any loan, and any dividends, interest or other
distributions on the lent securities, and any increase in the market value of
such securities; 5) the Fund may pay reasonable custodian fees in connection
with the loan; 6) the voting rights on the lent securities may pass to the
borrower; however, if the directors of the Fund know that a material event will
occur affecting an investment loan, they must either terminate the loan in order
to vote the proxy or enter into an alternative arrangement with the borrower to
enable the directors to vote the proxy.
The major risk to which the Fund would be exposed on a loan transaction is the
risk that the borrower would go bankrupt at a time when the value of the
security goes up. Therefore, the Fund will only enter into loan arrangements
after a review of all pertinent facts by the Manager, under the supervision of
the Board of Directors, including the creditworthiness of the borrowing broker,
dealer or institution and then only if the consideration to be received from
such loans would justify the risk. Creditworthiness will be monitored on an
ongoing basis by the Manager.

INVESTMENT RESTRICTIONS
The Fund has the following investment restrictions which may not be amended
without approval of a majority of the outstanding voting securities, which is
the lesser of a) 67% or more of the voting securities present in person or by
proxy at a meeting if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or b) more than 50% of the
outstanding voting securities. The percentage limitations contained in the
restrictions and policies set forth herein apply at the time of purchase of
securities.
1. Not to invest more than 5% of the value of its assets in securities of any
one company (except U.S. Government bonds) or purchase more than 10% of the
voting or nonvoting securities of any one company.
2. Not to acquire control of any company.
3. Not to purchase or retain securities of any company which has an officer
or director who is an officer or director of the Fund, or an officer, director
or partner of its investment manager if, to the knowledge of the Fund, one or
more of such persons own beneficially more than 1/2 of 1% of the shares of the
company, and in the aggregate more than 5% thereof.
4. Not to invest in securities of other investment companies except at
customary brokerage commissions rates or in connection with mergers,
consolidations or offers of exchange.
5. Not to purchase any security issued by any other investment company if
after such purchase it would: (a) own more than 3% of the voting stock of such
company, (b) own securities of such company having a value in excess of 5% of
the Fund's assets or (c) own securities of investment companies having an
aggregate value in excess of 10% of the Fund's assets.
6. Not to make any investment in real estate unless necessary for office
space or the protection of investments already made. (This restriction does not
preclude the Fund's purchase of securities issued by real estate investment
trusts.) Any investment in real estate together with any investment in illiquid
assets cannot exceed 10% of the value of the Fund's assets.
7. Not to sell short any security or property.
8. Not to deal in commodities.
9. Not to borrow money in excess of 10% of the value of its assets, and then
only as a temporary measure for extraordinary or emergency purposes. Any
borrowing will be done from a bank and to the extent that such borrowing exceeds
5% of the value of the Fund's assets, asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall below
300%, the Fund shall, within three days thereafter (not including Sunday and
holidays) or such longer period as the Securities and Exchange Commission may
prescribe by rules and regulations, reduce the amount of its borrowings to an
extent that the asset coverage of such borrowings shall be at least 300%. The
Fund shall not issue senior securities as defined in the Investment Company Act
of 1940, except for notes to banks.
10. Not to make loans. However, the purchase of a portion of an issue of
publicly distributed bonds, debentures or other securities, whether or not the
purchase was made upon the original issuance of the securities, and the entry
into "repurchase agreements" are not to be considered the making of a loan by
the Fund and the Fund may loan up to 25% of its assets to qualified
broker/dealers or institutional investors for their use relating to short sales
or other security transactions.
11. Not to invest more than 5% of the value of its total assets in securities
of companies less than three years old. Such three-year period shall include the
operation of any predecessor company or companies.
12. Not to act as an underwriter of securities of other issuers.
13. No long or short positions on shares of the Fund may be taken by its
officers, directors or any of its affiliated

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<PAGE> 54

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 4

persons. Such persons may buy shares of the Fund for investment purposes,
however, as described under Purchasing Shares.
14. Not to invest more than 25% of its assets in any one particular industry.
Although it is not a matter of fundamental policy, the Fund has also made a
commitment that it will not invest in warrants valued at the lower of cost or
market exceeding 5% of the Fund's net assets. Included within that amount, but
not to exceed 2% of the Fund's net assets, may be warrants not listed on the New
York Stock Exchange or American Stock Exchange. In addition, although not a
fundamental investment restriction, the Fund currently does not invest its
assets in real estate limited partnerships or oil, gas and other mineral leases.

PERFORMANCE INFORMATION

From time to time, the Fund may state each Class' total return in
advertisements and other types of literature. Any statements of total return
performance data for a Class will be accompanied by information on the average
annual compounded rate of return for that Class over, as relevant, the most
recent one-, five- and ten-year periods. The Fund may also advertise aggregate
and average total return information of each Class over additional periods of
time.
The average annual total rate of return for each Class is based on a
hypothetical $1,000 investment that includes capital appreciation and
depreciation during the stated periods. The following formula will be used for
the actual computations:
n
P(1+T) = ERV

<TABLE>
<S> <C> <C>
Where: P - a hypothetical initial purchase
order of $1,000 from which the
maximum front-end sales charge
with respect to Class A Shares, if
any, is deducted;
T - average annual total return;
n - number of years;
ERV - redeemable value of the
hypothetical $1,000 purchase at
the end of the period after the
deduction of the applicable CDSC,
if any, with respect to Class B
Shares.
</TABLE>

Aggregate or cumulative total return is calculated in a similar manner, except
that the results are not annualized. Each calculation assumes the maximum
front-end sales charge, if any, is deducted from the initial $1,000 investment
at the time it is made with respect to Class A Shares and that all distributions
are reinvested at net asset value, and, with respect to the Class B Shares,
includes the CDSC that would be applicable upon complete redemption of such
shares. In addition, the Fund may present total return information that does not
reflect the deduction of the maximum front-end sales charge or any applicable
CDSC.
The performance of the Class A Shares and the Institutional Class, as shown
below, is the average annual total return quotations for the one-, three-,
five-, ten- and fifteen-year periods ended June 30, 1995 and for the life of
these Classes, computed as described above. The average annual total return for
the Class A Shares at offer reflects the maximum front-end sales charges paid on
the purchase of shares. The average annual total return for the Class A Shares
at net asset value (NAV) does not reflect the payment of the maximum front-end
sales charge of 5.75%. Stock prices fluctuated during the periods covered and
past results should not be considered as representative of future performance.
Pursuant to applicable regulation, total return shown for the Institutional
Class for the periods prior to the commencement of operations of such Class is
calculated by taking the performance of the Class A Shares 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 would have been affected had such an adjustment been made.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
CLASS A CLASS A
SHARES(1) SHARES(1) INSTITUTIONAL
(AT OFFER) (AT NAV) CLASS(2)
<S> <C> <C> <C>
1 year ended 6/30/95 17.29% 24.40% 24.74%
3 years ended 6/30/95 16.85% 19.17% 19.40%
5 years ended 6/30/95 14.44% 15.81% 15.94%
10 years ended 6/30/95 14.96% 15.64% 15.71%
15 years ended 6/30/95 16.40% 16.86% 16.91%
Period 10/3/68(3)
through 6/30/95 8.49% 8.73% 8.75%
</TABLE>

The performance of the Class B Shares, as shown below, is the aggregate total
return quotation for the period September 6, 1994 (date of initial public
offering) through June 30, 1995. The aggregate total return for Class B Shares
including deferred sales charge reflects the deduction of the applicable CDSC
that would be paid if the shares were redeemed at June 30, 1995. The aggregate
total return for Class B Shares excluding deferred sales charge assumes the
shares were not redeemed at June 30, 1995 and therefore does not reflect the
deduction of a CDSC.

<TABLE>
<CAPTION>
AGGREGATE TOTAL RETURN
CLASS B SHARES CLASS B SHARES
(INCLUDING (EXCLUDING
DEFERRED DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
Period 9/6/94(1)through 6/30/95 12.68% 16.68%
</TABLE>

(1) Date of initial public offering of Class B Shares; total return for this
short of a time period may not be representative of longer-term results.

From time to time, the Fund may also quote each Class' actual total return
performance, dividend results and other performance information in advertising
and other types of literature and may compare that information to, or may
separately illustrate similar information reported by the Standard and Poor's
500 Stock Index and the Dow Jones Industrial Average and other unmanaged
indices.

- 4
<PAGE> 55

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 5

The Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average are
industry-accepted unmanaged indices of generally-conservative securities used
for measuring general market performance. The total return performance reported
will reflect the reinvestment of all distributions on a quarterly basis and
market price fluctuations. The indices do not take into account any sales charge
or other fees. In seeking a particular investment objective, the Fund's
portfolio primarily includes common stocks considered by the Manager to be more
aggressive than those tracked by these indices.
Comparative information on the Consumer Price Index and the CDA Growth Index
may also be included. The Consumer Price Index, as prepared by the U.S. Bureau
of Labor Statistics, is the most commonly used measure of inflation. It
indicates the cost fluctuations of a representative group of consumer goods. It
does not represent a return from an investment. The CDA Growth Index was
developed and is maintained by CDA Technologies, Inc. The Index is comprised of
230 separately-managed, growth-oriented equity mutual funds. It reflects the
reinvestment of any dividend and capital gains distributions paid during a
specified period.
Statistical and performance information and various indices compiled and
maintained by organizations such as the following may also be used in preparing
exhibits comparing certain industry trends and competitive mutual fund
performance to comparable Fund activity and performance and in illustrating
general financial planning principles. From time to time, certain mutual fund
performance ranking information, calculated and provided by these organizations,
may also be used in the promotion of sales in the Fund. Any indices used are not
managed for any investment goal.

CDA Technologies, Inc., Lipper Analytical Services, Inc. and Morningstar, Inc.
are performance evaluation services that maintain statistical performance
databases, as reported by a diverse universe of independently-managed mutual
funds.

Ibbotson Associates, Inc. is a consulting firm that provides a variety of
historical data including total return, capital appreciation and income on the
stock market as well as other investment asset classes, and inflation. With
their permission, this information will be used primarily for comparative
purposes and to illustrate general financial planning principles.

Interactive Data Corporation is a statistical access service that maintains a
database of various international industry indicators, such as historical and
current price/earning information, individual equity and fixed income price
and return information.

Compustat Industrial Databases, a service of Standard & Poor's, may also be
used in preparing performance and historical stock and bond market exhibits.
This firm maintains fundamental databases that provide financial, statistical
and market information covering more than 7,000 industrial and non-industrial
companies.

Salomon Brothers and Lehman Brothers are statistical research firms that
maintain databases of international market, bond market, corporate and
government-issued securities of various maturities. This information, as well
as unmanaged indices compiled and maintained by these firms, will be used in
preparing comparative illustrations.

The Fund may also state total return performance for each Class in the form of
an average annual return. This average annual return figure will be computed by
taking the sum of a Class' annual returns, then dividing that figure by the
number of years in the overall period indicated. The computation will reflect
the impact of the maximum front-end or contingent deferred sales charge, if any,
paid on the illustrated investment amount against the first year's return. From
time to time, the Fund may quote actual total return performance for each Class
in advertising and other types of literature compared to indices or averages of
alternative financial products available to prospective investors. For example,
the performance comparisons may include the average return of various bank
instruments, some of which may carry certain return guarantees offered by
leading banks and thrifts as monitored by Bank Rate Monitor, and those of
generally-accepted corporate bond and government security price indices of
various durations prepared by Lehman Brothers and Salomon Brothers, Inc. These
indices are not managed for any investment goal.
The following table is an example, for the purposes of illustration only, of
cumulative total return performance for the Class A Shares and the Institutional
Class for the three-, six- and nine-month periods ended June 30, 1995, for the
one-, three-, five-, ten- and fifteen-year periods ended June 30, 1995 and for
the life of these Classes. For these purposes, the calculations assume the
reinvestment of any capital gains distributions and income dividends paid during
the indicated periods. Comparative information on the Standard & Poor's 500
Stock Index, the Dow Jones Industrial Average and the NASDAQ Composite Index is
also included.
The performance of the Class A Shares and the Institutional Class, as shown
below, reflects maximum front-end sales charges, if any, paid on the purchase of
shares, as applicable, but not any income taxes payable by shareholders on the
reinvested distributions included in the calculations. The net asset value of a
Class fluctuates so shares, when redeemed, may be worth more or less than the
original investment, and a Class' results should not be considered as
representative of future performance.

- 5
<PAGE> 56

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 6

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
CLASS A STANDARD
SHARES(1) INSTITUTIONAL & POOR'S DOW JONES NASDAQ
(AT OFFER) CLASS(2) 500 INDUSTRIAL COMPOSITE
<S> <C> <C> <C> <C> <C>
3 months ended
6/30/95 4.8% 11.2% 9.5% 10.3% 14.2%
6 months ended
6/30/95 14.0% 21.1% 20.2% 20.4% 24.1%
9 months ended
6/30/95 10.0% 16.9% 20.2% 21.0% 22.1%
1 year ended
6/30/95 17.3% 24.7% 26.1% 29.2% 32.2%
3 years ended
6/30/95 59.6% 70.2% 45.2% 49.5% 65.6%
5 years ended
6/30/95 96.3% 109.5% 76.8% 84.1% 101.9%
10 years ended
6/30/95 303.3% 330.3% 292.7% 380.6% 215.1%
15 years ended
6/30/95 875.3% 941.3% 743.8% 872.1% 491.6%
Period 10/3/68(3)
through 6/30/95 782.8% 842.2% 1,404.1% 1,418.7% N/A
</TABLE>

(1) Class A Shares began paying 12b-1 payments on June 1, 1992 and performance
prior to that date does not reflect such payments.
(2) Date of initial public offering was November 23, 1992. Pursuant to
applicable regulation, total return shown for the Institutional Class for
the periods prior to the commencement of operations of such Class is
calculated by taking the performance of the Class A Shares 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 would have been affected had such an adjustment
been made.
(3) Date of initial public offering of Class A Shares.

The performance of the Class B Shares, as shown below, is the cumulative total
return quotation for the three-, six-and nine-month periods ended June 30, 1995
and for the life of this Class. The aggregate total return for Class B Shares
including deferred sales charge reflects the deduction of the applicable CDSC
that would be paid if the shares were redeemed at June 30, 1995. The aggregate
total return for Class B Shares excluding deferred sales charge assumes the
shares were not redeemed at June 30, 1995 and therefore does not reflect the
deduction of a CDSC. Comparative information on the Standard & Poor's 500 Stock
Index, the Dow Jones Industrial Average and the NASDAQ Composite Index is also
included.

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
CLASS B CLASS B
SHARES SHARES
(INCLUDING (EXCLUDING
DEFERRED DEFERRED STANDARD
SALES SALES & POOR'S DOW JONES NASDAQ
CHARGE) CHARGE) 500 INDUSTRIAL COMPOSITE
<S> <C> <C> <C> <C> <C>
3 months ended
6/30/95 6.9% 10.9% 9.5% 10.3% 14.2%
6 months ended
6/30/95 16.5% 20.5% 20.2% 20.4% 24.1%
9 months ended
6/30/95 12.1% 16.1% 20.2% 21.0% 22.1%
Period 9/6/94(1)
through 6/30/95 12.7% 16.7% 18.1% 19.5% 22.9%
</TABLE>

(1) Date of initial public offering of Class B Shares; total return for this
short of a time period may not be representative of longer-term results.

For additional performance information, see Appendix B.
Because every investor's goals and risk threshold are different, the
Distributor, as distributor for the Fund and other mutual funds in the Delaware
Group, will provide general information about investment alternatives and
scenarios that will allow investors to assess their personal goals. This
information will include general material about investing as well as materials
reinforcing various industry-accepted principles of prudent and responsible
personal financial planning. One typical way of addressing these issues is to
compare an individual's goals and the length of time the individual has to
attain these goals to his or her risk threshold. In addition, the Distributor
will provide information that discusses the Manager's overriding investment
philosophy and how that philosophy impacts the Fund's, and other Delaware Group
funds', investment disciplines employed in seeking their objectives. The
Distributor may also from time to time cite general or specific information
about the institutional clients of the Manager, including the number of such
clients serviced by the Manager.

THE POWER OF COMPOUNDING

When you opt to reinvest your current income for additional Fund shares, your
investment is given yet another opportunity to grow. It's called the Power of
Compounding and the following chart illustrates just how powerful it can be.

- 6
<PAGE> 57

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 7

COMPOUNDED RETURNS

Results of various assumed fixed rates of return on a $10,000 investment
compounded quarterly for 10 years:

<TABLE>
<CAPTION>
8% Rate of Return 10% Rate of Return 12% Rate of Return 14% Rate of Return
----------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
12-'85 $10,824 $11,038 $11,255 $11,475
12-'86 $11,717 $12,184 $12,668 $13,168
12-'87 $12,682 $13,449 $14,258 $15,111
12-'88 $13,728 $14,845 $16,047 $17,340
12-'89 $14,859 $16,386 $18,061 $19,898
12-'90 $16,084 $18,087 $20,328 $22,833
12-'91 $17,410 $19,965 $22,879 $26,202
12-'92 $18,845 $22,038 $25,751 $30,067
12-'93 $20,399 $24,326 $28,983 $34,503
12-'94 $22,080 $26,851 $32,620 $39,593
</TABLE>

[GRAPH]

These figures are calculated assuming a fixed constant investment return and
assume no fluctuation in the value of principal. These figures do not reflect
payment of applicable taxes, are not intended to be a projection of investment
results and do not reflect the actual performance results of any of the Classes.

TRADING PRACTICES AND
BROKERAGE

The Fund selects brokers or dealers to execute transactions for the purchase
or sale of portfolio securities on the basis of its judgment of their
professional capability to provide the service. The primary consideration is to
have brokers or dealers execute transactions at best price and execution. Best
price and execution refers to many factors, including the price paid or received
for a security, the commission charged, the promptness and reliability of
execution, the confidentiality and placement accorded the order and other
factors affecting the overall benefit obtained by the account on the
transaction. A number of trades are made on a net basis where the Fund either
buys the securities directly from the dealer or sells them to the dealer. In
these instances, there is no direct commission charged but there is a spread
(the difference between the buy and sell price) which is the equivalent of a
commission. When a commission is paid, the Fund pays reasonably competitive
brokerage commission rates based upon the professional knowledge of its trading
department as to rates paid and charged for similar transactions throughout the
securities industry. In some instances, the Fund pays a minimal share
transaction cost when the transaction presents no difficulty.
During the fiscal years ended June 30, 1993, 1994 and 1995, the aggregate
dollar amounts of brokerage commissions paid by the Fund were $205,614, $188,574
and $542,083, respectively.
The Manager may allocate out of all commission business generated by all of
the funds and accounts under its management, brokerage business to brokers or
dealers who provide brokerage and research services. These services include
advice, either directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities or purchasers or sellers of securities;
furnishing of analyses and reports concerning issuers, securities or industries;
providing information on economic factors and trends; assisting in determining
portfolio strategy; providing computer software and hardware used in security
analyses; and providing portfolio performance evaluation and technical market
analyses. Such services are used by the Manager in connection with its
investment decision-making process with respect to one or more funds and
accounts managed by it, and may not be used, or used exclusively, with respect
to the fund or account generating the brokerage.
During the fiscal year ended June 30, 1995, portfolio transactions of the Fund
in the amount of $58,447,750, resulting in brokerage commissions of $258,819,
were directed to brokers for brokerage and research services provided.
As provided in the Securities Exchange Act of 1934 and the Fund's Investment
Management Agreement, higher commissions are permitted to be paid to
broker/dealers who provide brokerage and research services than to
broker/dealers who do not provide such services if such higher commissions are
deemed reasonable in relation to the value of the brokerage and research
services provided. Although transactions are directed to broker/dealers who
provide such brokerage and research services, the Fund believes that the
commissions paid to such broker/dealers are not, in general, higher than
commissions that would be paid to broker/dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In some instances, services may be provided to
the Manager which constitute in some part brokerage and research services used
by the Manager in connection with its investment decision-making process and
constitute in some part services used by the Manager in connection with
administrative or other functions not related to its investment decision-making
process. In such cases, the Manager will make a good faith allocation of
brokerage and research services and will pay out its own resources for services
used by the Manager in connection with administrative or other functions not
related to its investment decision-making process. In addition, so long as no
fund is disadvantaged, portfolio transactions which generate commissions or
their equivalent are allocated to broker/dealers who provide daily portfolio
pricing services to the Fund and to other funds in the Delaware Group. Subject
to best price and execution, commissions allocated to brokers providing such
pricing services may or may not be generated by the funds receiving the pricing
service.

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<PAGE> 58

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 8

The Manager may place a combined order for two or more accounts or funds
engaged in the purchase or sale of the same security if, in its judgment, joint
execution is in the best interest of each participant and will result in best
price and execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or fund. When a combined order is
executed in a series of transactions at different prices, each account
participating in the order may be allocated an average price obtained from the
executing broker. It is believed that the ability of the accounts to participate
in volume transactions will generally be beneficial to the accounts and funds.
Although it is recognized that, in some cases, the joint execution of orders
could adversely affect the price or volume of the security that a particular
account or fund may obtain, it is the opinion of the Manager and the Fund's
Board of Directors that the advantages of combined orders outweigh the possible
disadvantages of separate transactions.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. (the "NASD"), and subject to seeking best price and
execution, the Fund may place orders with broker/dealers that have agreed to
defray certain Fund expenses such as custodian fees, and may, at the request of
the Distributor, give consideration to sales of shares of the Fund as a factor
in the selection of brokers and dealers to execute Fund portfolio transactions.

PORTFOLIO TURNOVER
In investing for capital appreciation, the Fund may hold securities for any
period of time. It is anticipated that, given the Fund's investment objective,
its annual portfolio turnover rate will be higher than that of many other
investment companies. A turnover rate of 100% would occur, for example, if all
the investments in the Fund's portfolio at the beginning of the year were
replaced by the end of the year. The degree of portfolio activity will affect
brokerage costs of the Fund and may affect taxes payable by the Fund's
shareholders. Total brokerage costs generally increase with higher portfolio
turnover rates. To the extent the Fund realizes gains on securities held for
less than six months, such gains are taxable to the shareholder or to the Fund
at ordinary income tax rates. The turnover rate also may be affected by cash
requirements from redemptions and repurchases of Fund shares.
The portfolio turnover rate of the Fund is calculated by dividing the lesser
of purchases or sales of portfolio securities for the particular fiscal year by
the monthly average of the value of the portfolio securities owned by the Fund
during the particular fiscal year, exclusive of securities whose maturities at
the time of acquisition are one year or less.
During the past two fiscal years, the Fund's portfolio turnover rates were 67%
for 1994 and 64% for 1995.

PURCHASING SHARES

The Distributor serves as the national distributor for the Fund's three
classes of shares--the Class A Shares, the Class B Shares and the Institutional
Class, and has agreed to use its best efforts to sell shares of the Fund. See
the Prospectuses for information on how to invest. Shares of the Fund are
offered on a continuous basis, and may be purchased through authorized
investment dealers or directly by contacting the Fund or its agent. The minimum
for initial investments with respect to the Class A Shares is $250 and with
respect to the Class B Shares is $1,000. The minimum initial investment with
respect to Class A Shares will be waived for purchases by officers, directors
and employees of any Delaware Group fund, the Manager or any of the Manager's
affiliates if the purchases are made pursuant to a payroll deduction program.
For any subsequent investment, the investment minimum is $25 with respect to the
Class A Shares and $100 with respect to the Class B Shares. The minimum
subsequent investment with respect to the Class A Shares will be waived for
purchases by officers, directors and employees of any Delaware Group fund, the
Manager or any of the Manager's affiliates if the purchases are made pursuant to
a payroll deduction program. Class B Shares are also subject to a maximum
purchase limitation of $250,000. The Fund will therefore reject any order for
purchase of more than $250,000 of Class B Shares. (See Investment Plans for
purchase limitations applicable to each of the Fund's master Retirement Plans.)
There are no minimum purchase requirements for the Institutional Class, but
certain eligibility requirements must be satisfied. Selling dealers have the
responsibility of transmitting orders promptly. The Fund reserves the right to
reject any order for the purchase of its shares if in the opinion of management
such rejection is in the Fund's best interest.

Certificates representing shares purchased are not ordinarily issued unless a
shareholder submits a specific request. Certificates are not issued in the case
of the Class B Shares. However, purchases not involving the issuance of
certificates are confirmed to the investor and credited to the shareholder's
account on the books maintained by Delaware Service Company, Inc. (the "Transfer
Agent"). The investor will have the same rights of ownership with respect to
such shares as if certificates had been issued. An investor that is permitted to
obtain a certificate may receive a certificate representing shares purchased by
sending a letter to the Transfer Agent requesting the certificate. No charge is
made for any certificate issued. Investors who hold certificates representing
any of their shares may only redeem those shares by written request. The
investor's certificate(s) must accompany such request.
The NASD has adopted amendments to its Rules of Fair Practice relating to
investment company sales charges. The

- 8
<PAGE> 59

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 9

Fund and the Distributor intend to operate in compliance with these rules.
Class A Shares are purchased at the offering price which reflects a maximum
front-end sales charge of 5.75%; however, lower front-end sales charges apply
for larger purchases. See the table below. Class A Shares are also subject to
annual 12b-1 Plan expenses.

Class B Shares are purchased at net asset value and are subject to a CDSC of:
(i) 4% if shares are redeemed within two years of purchase; (ii) 3% if shares
are redeemed during the third or fourth year following purchase; (iii) 2% if
shares are redeemed during the fifth year following purchase; and (iv) 1% if
shares are redeemed during the sixth year following purchase. Class B Shares are
also subject to annual 12b-1 Plan expenses which are higher than those to which
Class A Shares are subject and are assessed against the Class B Shares for no
longer than approximately eight years after purchase. See Automatic Conversion
of Class B Shares in the Fund Classes' Prospectus, and Determining Offering
Price and Net Asset Value and Plans Under Rule 12b-1 for the Fund Classes in
this Part B.

Institutional Class shares are purchased at the net asset value per share
without the imposition of a front-end or contingent deferred sales charge or
12b-1 Plan expenses. Institutional Class shares, Class A Shares and Class B
Shares represent a proportionate interest in the Fund's assets and will receive
a proportionate interest in the Fund's income, before application, as to the
Class A and Class B Shares, of any expenses under the Fund's 12b-1 Plans.

ALTERNATIVE PURCHASE ARRANGEMENTS
The alternative purchase arrangements of the Class A and Class B Shares permit
investors to choose the method of purchasing shares that is most beneficial
given the amount of their purchase, the length of time they expect to hold their
shares and other relevant circumstances. Investors should determine whether,
under their particular circumstances, it is more advantageous to purchase the
Class A Shares and incur a front-end sales charge and annual 12b-1 Plan expenses
of up to a maximum of .30% of the average daily net assets of the Class A Shares
or to purchase the Class B Shares and have the entire initial purchase price
invested in the Fund with the investment thereafter subject to a CDSC if shares
are redeemed within six years of purchase and annual 12b-1 Plan expenses of 1%
(.25% of which are service fees to be paid by the Fund to the Distributor,
dealers or others for providing personal service and/or maintaining shareholder
accounts) of the average daily net assets of the Class B Shares for no longer
than approximately eight years after purchase.

CLASS A SHARES
Purchases of $100,000 or more of the Class A Shares at the offering price
currently carry reduced front-end
sales charges as shown in the accompanying table, and may include a series of
purchases over a 13-month period under a Letter of Intention signed by the
purchaser. See Special Purchase Features--Class A Shares for more information on
ways in which investors can avail themselves of reduced front-end sales charges
and other purchase features.

Class A Shares

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Front-End Sales
Charge as % of Dealer's
Concession***
Offering Amount as % of
Amount of Purchase Price Invested** Offering Price
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 5.75% 6.12% 5.00%
$100,000 but under $250,000 4.75 4.99 4.00
$250,000 but under $500,000 3.50 3.63 3.00
$500,000 but under $1,000,000* 3.00 3.09 2.60
</TABLE>

*There is no front-end sales charge on purchases of $1 million or more but,
under certain limited circumstances, a 1% contingent deferred sales charge may
apply. The contingent deferred sales charge ("Limited CDSC") that may be
applicable to purchases of Class A Shares arises only in the case of certain
net asset value purchases which have triggered the payment of a dealer's
commission.

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

The Fund must be notified when a sale takes place which would qualify for the
reduced front-end sales charge on the basis of previous purchases and current
purchases. The reduced front-end sales charge will be granted upon confirmation
of the shareholder's holdings by the Fund. Such reduced front-end sales charges
are not retroactive.

From time to time, upon written notice to all of its dealers, the Distributor
may hold special promotions for specified periods during which the Distributor
may reallow dealers up to the full front-end sales charge shown above. Dealers
who receive 90% or more of the sales charge may be deemed to be underwriters
under the Securities Act of 1933.

**Based on the net asset value per share of the Class A Shares as of the end of
the Fund's most recent fiscal year.

***Financial institutions or their affiliated brokers may receive an agency
transaction fee in the percentages set forth above.
- ----------------------------------------------------------------

Certain dealers who enter into an agreement to provide extra training and
information on Delaware Group products and services and to increase sales of
Delaware Group funds may receive an additional concession of up to .15% of the
offering price in connection with sales of Class A Shares. Such dealers must
meet certain requirements in terms of organization and distribution capabilities
and their ability to increase sales. The Distributor should be contacted for
further information on these requirements as well as the basis and circumstances
upon which the additional concession will be paid. Participating dealers may be
deemed to have additional responsibilities under the securities laws.

DEALER'S COMMISSION--CLASS A SHARES
For initial purchases of Class A Shares of $1,000,000 or more made on or after
June 1, 1993, a dealer's commission may be paid by the Distributor to financial
advisers through

- 9
<PAGE> 60

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 10

whom such purchases are effected in accordance with the
following schedule:

AMOUNT OF PURCHASE DEALER'S COMMISSION
- --------------------------------- -------------------
(as a percentage of
amount purchased)
<S> <C>
Up to $2 million 1.00%
Next $1 million up to $3 million .75
Next $2 million up to $5 million .50
Amount over $5 million .25
</TABLE>

In determining a financial adviser's eligibility for the dealer's commission,
purchases of Class A Shares of other Delaware Group funds as to which a Limited
CDSC applies (see Redemption and Repurchase) may be aggregated with those of the
Class A Shares of the Fund. Financial advisers should contact the Distributor
concerning the applicability and calculation of the dealer's commission in the
case of combined purchases. Financial advisers also may be eligible for a
dealer's commission in connection with certain purchases made under a Letter of
Intention or pursuant to an investor's Right of Accumulation. The Distributor
also should be consulted concerning the availability of and program for these
payments.
An exchange from other Delaware Group funds will not qualify for payment of
the dealer's commission, unless such exchange is from a Delaware Group fund with
assets as to which a dealer's commission or similar payment has not been
previously paid. The schedule and program for payment of the dealer's commission
are subject to change or termination at any time by the Distributor in its
discretion.

CLASS B SHARES
Class B Shares are purchased without the imposition of a front-end sales
charge at the time of purchase. Class B Shares redeemed within six years of
purchase may be subject to a CDSC at the rates set forth below, charged as a
percentage of the dollar amount subject thereto. The charge will be assessed on
an amount equal to the lesser of the net asset value at the time of purchase of
the shares being redeemed or the net asset value of the shares at the time of
redemption. Accordingly, no CDSC will be imposed on increases in net asset value
above the initial purchase price. In addition, no CDSC will be assessed on
redemption of shares received upon reinvestment of dividends or capital gains.
See the Prospectus for the Fund Classes under Buying Shares--Contingent Deferred
Sales Charge for a list of the instances in which the CDSC is waived.
The following table sets forth the rates of the CDSC for the Class B Shares of
the Fund:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE
(AS A PERCENTAGE OF
YEAR AFTER DOLLAR AMOUNT
PURCHASE MADE SUBJECT TO CHARGE)
- ----------------- -------------------
<S> <C>
0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None
</TABLE>

During the seventh year after purchase and, thereafter, until converted
automatically into Class A Shares of the Fund, the Class B Shares will continue
to be subject to annual 12b-1 Plan expenses of 1% of average daily net assets
representing such shares. At the end of no longer than approximately eight years
after purchase, the investor's Class B Shares will be automatically converted
into Class A Shares of the Fund. See Automatic Conversion of Class B Shares in
the Fund Classes' Prospectus. Such conversion will constitute a tax-free
exchange for federal income tax purposes. See Taxes in the Prospectus for the
Fund Classes.

PLANS UNDER RULE 12b-1 FOR THE FUND CLASSES

Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a separate
plan for each of the Class A Shares and the Class B Shares of the Fund (the
"Plans"). The Plan relating to the Class A Shares permits the Fund to pay for
certain distribution, promotional and related expenses involved in the marketing
of only the Class A Shares. Similarly, the Plan relating to the Class B Shares
permits the Fund to pay for certain distribution, promotional and related
expenses involved in the marketing of only the Class B Shares. The Plans do not
apply to the Institutional Class of shares. Such shares are not included in
calculating the Plans' fees, and the Plans are not used to assist in the
distribution and marketing of the Institutional Class shares. Shareholders of
the Institutional Class may not vote on matters affecting the Plans.
The Plans permit the Fund, pursuant to the Distribution Agreement, to pay out
of the assets of the Class A Shares and Class B Shares monthly fees to the
Distributor for its services and expenses in distributing and promoting sales of
shares of such classes. These expenses include, among other things, preparing
and distributing advertisements, sales literature and prospectuses and reports
used for sales purposes, compensating sales and marketing personnel, and paying
distribution and maintenance fees to securities brokers and dealers who enter
into agreements with the Distributor. The 12b-1 Plan expenses relating to the
Class B Shares are also used to pay the Distributor for advancing the commission
costs to dealers with respect to the initial sale of such shares.
In addition, the Fund may make payments out of the assets of the Class A
Shares and the Class B Shares directly to other unaffiliated parties, such as
banks, who either aid in the distribution of shares of the Fund Classes or
provide services to such classes.
The maximum aggregate fee payable by the Fund under the Plans, and the Fund's
Distribution Agreement, is on an annual basis .30% of the Class A Shares'
average daily net assets for the year, and 1% (.25% of which are service fees to
be paid to the Distributor, dealers and others for providing personal service
and/or maintaining shareholder accounts) of the Class B Shares' average daily
net assets for the year. The Fund's Board of Directors may reduce these amounts
at any time.
Effective June 1, 1992, the Board of Directors has determined that the annual
fee, payable on a monthly basis, for the Class A Shares, under its Plan, will be
equal to the sum of: (i) the amount obtained by multiplying .30% by the

- 10
<PAGE> 61

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 11

average daily net assets represented by shares of the Class A Shares that were
acquired by shareholders on or after June 1, 1992, and (ii) the amount obtained
by multiplying .10% by the average daily net assets represented by shares of the
Class A Shares that were acquired before June 1, 1992. While this is the method
for calculating the 12b-1 fees to be paid by the Class A Shares, the fee is a
Class expense so that all shareholders of that Class, regardless of when they
purchased their shares, will bear 12b-1 expenses at the same per share rate. As
Class A Shares are sold on or after June 1, 1992, the initial rate of at least
.10% will increase over time. Thus, as the proportion of Class A Shares
purchased on or after June 1, 1992 to Class A Shares outstanding prior to June
1, 1992 increases, the expenses attributable to payments under the Plan will
also increase (but will not exceed .30% of average daily net assets). While this
describes the current formula for calculating the fees which will be payable
under the Plan, the Plan permits the Fund to pay a full .30% on all Class A
Shares assets at any time.
All of the distribution expenses incurred by the Distributor and others, such
as broker/dealers, in excess of the amount paid on behalf of the Class A and
Class B Shares would be borne by such persons without any reimbursement from
such classes. Subject to seeking best price and execution, the Fund may, from
time to time, buy or sell portfolio securities from or to firms which receive
payments under the Plans.
From time to time, the Distributor may pay additional amounts from its own
resources to dealers for aid in distribution or for aid in providing
administrative services to shareholders.

The Plans, the Distribution Agreement and the service agreement relating
thereto have all been approved by the Board of Directors of the Fund, including
a majority of the directors who are not "interested persons" (as defined in the
1940 Act) of the Fund and who have no direct or indirect financial interest in
the Plans or any related agreements, by vote cast in person at a meeting duly
called for the purpose of voting on the Plans and such Agreements. Continuation
of the Plans, the Distribution Agreement and the form of service agreement must
be approved annually by the Board of Directors in the same manner as specified
above.

Each year, the directors must determine whether continuation of the Plans is
in the best interest of shareholders of, respectively, the Class A Shares and
the Class B Shares and that there is a reasonable likelihood of the Plan
relating to a Fund Class providing a benefit to that Class. The Plans, the
Distribution Agreement and the service agreement with any broker/dealers or
others relating to a Fund Class may be terminated at any time without penalty by
a majority of those directors who are not "interested persons" or by a majority
vote of the outstanding voting securities of the relevant Fund Class. Any
amendment materially increasing the percentage payable under the Plans must
likewise be approved by a majority vote of the outstanding voting securities of
the relevant Fund Class, as well as by a majority vote of those directors who
are not "interested persons." Also, any other material amendment to the Plans
must be approved by a majority vote of the directors including a majority of the
noninterested directors of the Fund having no interest in the Plans. In
addition, in order for the Plans to remain effective, the selection and
nomination of directors who are not "interested persons" of the Fund must be
effected by the directors who themselves are not "interested persons" and who
have no direct or indirect financial interest in the Plans. Persons authorized
to make payments under the Plans must provide written reports at least quarterly
to the Board of Directors for their review.

For the fiscal year ended June 30, 1995, payments from the Class A Shares
pursuant to its Plan amounted to $671,067 and such payments were used for the
following purposes: Annual and Semi-Annual Reports--$23,141; Broker
Trails--$522,922; Commissions to Wholesalers--$73,738; Promotional-Broker
Meetings--$9,113; Promotional- Other--$15,052; Telephone--$2,095; Wholesaler
Expenses--$22,343; and Prospectus Printing--$2,663.
For the period September 6, 1994 (date of initial public offering) through
June 30, 1995, payments from the Class B Shares pursuant to its Plan amounted to
$16,004 and such payments were used for the following purposes: Broker Sales
Charges--$5,902; Commissions to Wholesalers--$815; Promotional-Broker
Meetings--$48; Telephone--$25; Interest on Broker Sales Charges--$5,300; and
Broker Trails--$3,914.

OTHER PAYMENTS TO DEALERS--CLASS A AND CLASS B SHARES
From time to time, at the discretion of the Distributor, all registered
broker/dealers whose aggregate sales of Fund Classes exceed certain limits as
set by the Distributor, may receive from the Distributor an additional payment
of up to .25% of the dollar amount of such sales. The Distributor may also
provide additional promotional incentives or payments to dealers that sell
shares of the Delaware Group of funds. In some instances, these incentives or
payments may be offered only to certain dealers who maintain, have sold or may
sell certain amounts of shares.
In connection with the sale of Delaware Group fund shares, the Distributor
may, at its own expense, pay to participate in or reimburse dealers with whom it
has a selling agreement for expenses incurred in connection with seminars and
conferences sponsored by such dealers and may pay or allow additional
promotional incentives, which shall include non-cash concessions, such as
certain luxury merchandise or a trip to or attendance at a business or
investment seminar at a luxury resort, in the form of sales contests to dealers
who sell shares of the funds. Such seminars and conferences and the terms of
such sales contests must be preapproved by the Distributor. Payment may be up to
100% of the expenses incurred or awards made in connection with seminars,
conferences or contests relating to the promotion of fund shares. The
Distributor may also pay a portion of the expense of preapproved dealer
advertisements promoting the sale of Delaware Group fund shares.

- 11
<PAGE> 62

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 12

SPECIAL PURCHASE FEATURES--CLASS A SHARES

BUYING AT NET ASSET VALUE
The Class A Shares may be purchased without a front-end sales charge under the
Dividend Reinvestment Plan and, under certain circumstances, the 12-Month
Reinvestment Privilege and the Exchange Privilege.
Current and former officers, directors and employees of the Fund, any other
fund in the Delaware Group, the Manager, or any of the Manager's affiliates that
may in the future be created, legal counsel to the funds and registered
representatives and employees of broker/dealers who have entered into Dealer's
Agreements with the Distributor may purchase Class A Shares and any such class
of shares of any of the funds in the Delaware Group, including any fund that may
be created, at the net asset value per share. Spouses, parents, brothers,
sisters and children (regardless of age) of such persons at their direction, and
any employee benefit plan established by any of the foregoing funds,
corporations, counsel or broker/dealers may also purchase shares at net asset
value. Purchases of Class A Shares may also be made by clients of registered
representatives of an authorized investment dealer at net asset value within six
months of a change of the registered representative's employment, if the
purchase is funded by proceeds from an investment where a front-end sales charge
has been assessed and the redemption of the investment did not result in the
imposition of a contingent deferred sales charge or other redemption charges.
Purchases of Class A Shares also may be made at net asset value by bank
employees that provide services in connection with agreements between the bank
and unaffiliated brokers or dealers concerning sales of Class A Shares. Also,
officers, directors and key employees of institutional clients of the Manager or
any of its affiliates, may purchase Class A Shares at net asset value. Moreover,
purchases may be effected at net asset value for the benefit of the clients of
brokers, dealers and registered investment advisers affiliated with a broker or
dealer, if such broker, dealer or investment adviser has entered into an
agreement with the Distributor providing specifically for the purchase of Class
A Shares in connection with special investment products, such as wrap accounts
or similar fee based programs. Such purchasers are required to sign a letter
stating that the purchase is for investment only and that the securities may not
be resold except to the issuer. Such purchasers may also be required to sign or
deliver such other documents as the Fund may reasonably require to establish
eligibility for purchase at net asset value. The Fund must be notified in
advance that the trade qualifies for purchase at net asset value.
Investments in Class A Shares made by plan level and/or participant retirement
accounts that are for the purpose of repaying a loan taken from such accounts
will be made at net asset value. Loan repayments made to a Delaware Group
account in connection with loans originated from accounts previously maintained
by another investment firm will also be invested at net asset value.

LETTER OF INTENTION
The reduced front-end sales charges described above with respect to the Class
A Shares are also applicable to the aggregate amount of purchases made by any
such purchaser previously enumerated within a 13-month period pursuant to a
written Letter of Intention provided by the Distributor and signed by the
purchaser, and not legally binding on the signer or the Fund, which provides for
the holding in escrow by the Transfer Agent, of 5% of the total amount of the
Class A Shares intended to be purchased until such purchase is completed within
the 13-month period. A Letter of Intention may be dated to include shares
purchased up to 90 days prior to the date the Letter is signed. The 13-month
period begins on the date of the earliest purchase. If the intended investment
is not completed, except as noted below, the purchaser will be asked to pay an
amount equal to the difference between the front-end sales charge on the Class A
Shares purchased at the reduced rate and the front-end sales charge otherwise
applicable to the total shares purchased. If such payment is not made within 20
days following the expiration of the 13-month period, the Transfer Agent will
surrender an appropriate number of the escrowed shares for redemption in order
to realize the difference. Such purchasers may include the value (at offering
price at the level designated in their Letter of Intention) of all their shares
of the Fund and of any class of any of the other mutual funds in the Delaware
Group (except shares of any Delaware Group fund which do not carry a front-end
sales charge or contingent deferred sales charge, other than shares of Delaware
Group Premium Fund, Inc. beneficially owned in connection with the ownership of
variable insurance products, unless they were acquired through an exchange from
shares which do) previously purchased and still held as of the date of their
Letter of Intention toward the completion of such Letter. For purposes of
satisfying an investor's obligation under a Letter of Intention, Class B Shares
of the Fund and the corresponding class of shares of other Delaware Group funds
which offer such shares may be aggregated with the Class A Shares of the Fund
and the corresponding class of shares of the other Delaware Group funds.
Employers offering a Delaware Group Retirement Plan may also complete a Letter
of Intention to obtain a reduced front-end sales charge on investments of the
Class A Shares made by the Plan. The aggregate investment level of the Letter of
Intention will be determined and accepted by the Transfer Agent at the point of
Plan establishment. The level and any reduction in front-end sales charge will
be based on actual Plan participation and the projected investments in Delaware
Group funds that are offered with a front-end sales charge or contingent
deferred sales charge for a 13-month period. The Transfer Agent reserves the
right to adjust the signed Letter of Intention based on this acceptance
criteria. The 13-month period will begin on the date this Letter of Intention is
accepted by the Transfer Agent. If actual investments exceed the anticipated
level and equal an amount that would qualify the Plan for further

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 13

discounts, any front-end sales charges will be automatically adjusted. In the
event this Letter of Intention is not fulfilled within the 13-month period, the
Plan level will be adjusted (without completing another Letter of Intention) and
the employer will be billed for the difference in front-end sales charges due,
based on the Plan's assets under management at that time. Employers may also
include the value (at offering price at the level designated in their Letter of
Intention) of all their shares intended for purchase that are offered with a
front-end sales charge or contingent deferred sales charge of any class. Class B
Shares of the Fund and other Delaware Group funds which offer a corresponding
class of shares may also be aggregated for this purpose.

COMBINED PURCHASES PRIVILEGE
In determining the availability of the reduced front-end sales charge
previously set forth with respect to the Class A Shares, purchasers may combine
the total amount of any combination of the Fund Classes of the Fund as well as
any other class of any of the other Delaware Group funds (except shares of any
Delaware Group fund which do not carry a front-end sales charge or contingent
deferred sales charge, other than shares of Delaware Group Premium Fund, Inc.
beneficially owned in connection with the ownership of variable insurance
products, unless they were acquired through an exchange from shares which do).
The privilege also extends to all purchases made at one time by an individual;
or an individual, his or her spouse and their children under the age 21; or a
trustee or other fiduciary of trust estates or fiduciary accounts for the
benefit of such family members (including certain employee benefit programs).

RIGHT OF ACCUMULATION
In determining the availability of the reduced front-end sales charge with
respect to the Class A Shares, purchasers may also combine any subsequent
purchases of the Fund Classes of the Fund as well as any other class of any of
the other Delaware Group funds which offer such classes (except shares of any
Delaware Group fund which do not carry a front-end sales charge or contingent
deferred sales charge, other than shares of Delaware Group Premium Fund, Inc.
beneficially owned in connection with the ownership of variable insurance
products, unless they were acquired through an exchange from shares which do).
If, for example, any such purchaser has previously purchased and still holds
Class A Shares and/or shares of any other of the classes described in the
previous sentence with a value of $40,000 and subsequently purchases $60,000 at
offering price of additional shares of the Class A Shares, the charge applicable
to the $60,000 purchase would currently be 4.75%. For the purpose of this
calculation, the shares presently held shall be valued at the public offering
price that would have been in effect were the shares purchased simultaneously
with the current purchase. Investors should refer to the table of sales charges
for Class A Shares to determine the applicability of the Right of Accumulation
to their particular circumstances.

12-MONTH REINVESTMENT PRIVILEGE
Shareholders of the Class A Shares (and of the Institutional Class holding
shares which were acquired through an exchange of one of the other mutual funds
in the Delaware Group offered with a front-end sales charge) who redeem such
shares of the Fund have one year from the date of redemption to reinvest all or
part of their redemption proceeds in Class A Shares of the Fund or in Class A
Shares of any of the other funds in the Delaware Group, subject to applicable
eligibility and minimum purchase requirements, in states where shares of such
other funds may be sold, at net asset value without the payment of a front-end
sales charge. This privilege does not extend to Class A Shares where the
redemption of the shares triggered the payment of a Limited CDSC. Persons
investing redemption proceeds from direct investments in mutual funds in the
Delaware Group offered without a front-end sales charge will be required to pay
the applicable sales charge when purchasing Class A Shares. The reinvestment
privilege does not extend to redemption of Class B Shares.
Any such reinvestment cannot exceed the redemption proceeds (plus any amount
necessary to purchase a full share). The reinvestment will be made at the net
asset value next determined after receipt of remittance. A redemption and
reinvestment could have income tax consequences. It is recommended that a tax
adviser be consulted with respect to such transactions. Any reinvestment
directed to a fund in which the investor does not then have an account will be
treated like all other initial purchases of a fund's shares. Consequently, an
investor should obtain and read carefully the prospectus for the fund in which
the investment is proposed to be made before investing or sending money. The
prospectus contains more complete information about the fund, including charges
and expenses.
Investors should consult their financial advisers or the Transfer Agent, which
also serves as the Fund's shareholder servicing agent, about the applicability
of the Limited CDSC (see Contingent Deferred Sales Charge for Certain Purchases
of Class A Shares Made at Net Asset Value under Redemption and Exchange in the
Fund Classes' Prospectus) in connection with the features described above.

GROUP INVESTMENT PLANS

Group Investment Plans which are not eligible to purchase shares of the
Institutional Class may also benefit from the reduced front-end sales charges
for investments in Class A Shares set forth in the table on page 9, based on
total plan assets. If a company has more than one plan investing in the Delaware
Group of funds, then the total amount invested in all plans would be used in
determining the applicable front-end sales charge reduction upon each purchase,
both initial and subsequent, upon notification to the Fund at the time of each
such purchase. Employees participating in such Group Investment Plans may also
combine the investments made in their plan account when

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 14

determining the applicable front-end sales charge on purchases to non-retirement
Delaware Group investment accounts if they so notify the Fund in connection with
each purchase. For other Retirement Plans and special services, see Retirement
Plans for the Fund Classes under Investment Plans.

TREND FUND INSTITUTIONAL CLASS
The Institutional Class is available for purchase only by: (a) retirement
plans introduced by persons not associated with brokers or dealers that are
primarily engaged in the retail securities business and rollover individual
retirement accounts from such plans; (b) tax-exempt employee benefit plans of
the Manager or its affiliates and securities dealer firms with a selling
agreement with the Distributor; (c) institutional advisory accounts of the
Manager or its affiliates and those having client relationships with Delaware
Investment Advisers, a division of the Manager, or its affiliates and their
corporate sponsors, as well as subsidiaries and related employee benefit plans
and rollover individual retirement account from such institutional advisory
accounts; (d) banks, trust companies and similar financial institutions
investing for their own account or for the account of their trust customers for
whom such financial institution is exercising investment discretion in
purchasing shares of the class; and (e) registered investment advisers investing
on behalf of clients that consist solely of institutions and high net-worth
individuals having at least $1,000,000 entrusted to the adviser for investment
purposes, but only if the adviser is not affiliated or associated with a broker
or dealer and derives compensation for its services exclusively from its clients
for such advisory services.
Shares of the Institutional Class are available for purchase at net asset
value, without the imposition of a front-end or contingent deferred sales charge
and are not subject to Rule 12b-1 expenses.

INVESTMENT PLANS

REINVESTMENT PLAN/OPEN ACCOUNT
Unless otherwise designated by shareholders in writing, dividends from net
investment income and distributions from realized securities profits, if any,
will be automatically reinvested in additional shares of the respective Fund
Class in which an investor has an account (based on the net asset value in
effect on the reinvestment date) and will be credited to the shareholder's
account on that date. All dividends and distributions of the Institutional Class
are reinvested in the account of the holders of such shares (based on the net
asset value of the Fund in effect on the reinvestment date). A confirmation of
each dividend payment from net investment income and of distributions from
realized securities profits, if any, will be mailed to shareholders in the first
quarter of the fiscal year. A confirmation of any distributions paid near the
end of the calendar year to comply with certain requirements of the Internal
Revenue Code will normally be mailed to shareholders at or promptly following
the time that such payment is made.
Under the Reinvestment Plan/Open Account, shareholders may purchase and add
full and fractional shares to their plan accounts at any time either through
their investment dealers or by sending a check or money order to the Fund for
$25 or more with respect to the Class A Shares and $100 or more with respect to
the Class B Shares; no minimum applies to the Institutional Class. Such
purchases are made for the Class A Shares at the public offering price, and for
the Class B Shares and Institutional Class at the net asset value, at the end of
the day of receipt. A reinvestment plan may be terminated at any time. This plan
does not assure a profit nor protect against depreciation in a declining market.

REINVESTMENT OF DIVIDENDS IN OTHER
DELAWARE GROUP FUNDS
Subject to applicable eligibility and minimum purchase requirements and the
limitations set forth below, shareholders of the Class A Shares and Class B
Shares may automatically reinvest dividends and/or distributions from the Fund
in any of the other mutual funds in the Delaware Group, including the Fund, in
states where their shares may be sold. Such investments will be at net asset
value at the close of business on the reinvestment date without any front-end
sales charge or service fee. The shareholder must notify the Transfer Agent in
writing and must have established an account in the fund into which the
dividends and/or distributions are to be invested. Any reinvestment directed to
a fund in which the investor does not then have an account will be treated like
all other initial purchases of a fund's shares. Consequently, an investor should
obtain and read carefully the prospectus for the fund in which the investment is
proposed to be made before investing or sending money. The prospectus contains
more complete information about the fund, including charges and expenses. See
also Dividend Reinvestment Plan in the Prospectus for the Fund Classes.
Subject to the following limitations, dividends and/or distributions from
other funds in the Delaware Group may be invested in shares of the Fund,
provided an account has been established. Dividends from the Class A Shares may
not be directed to the Class B Shares of another fund in the Delaware Group.
Dividends from the Class B Shares may only be directed to the Class B Shares of
another fund in the Delaware Group that offers such class of shares. See Class B
Funds in the Fund Classes' Prospectus for the funds in the Delaware Group that
are eligible for investment by holders of Fund shares.
This option is not available to participants in the following plans: SAR/SEP,
SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k) Defined
Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457 Deferred
Compensation Plans.

INVESTING BY ELECTRONIC FUND TRANSFER
Direct Deposit Purchase Plan--Investors of the Class A Shares and the Class B
Shares may arrange for the Fund to accept for investment, through an agent bank,
preauthorized government or private recurring payments. This method of
investment assures the timely credit to the shareholder's

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 15

account of payments such as social security, veterans' pension or compensation
benefits, federal salaries, Railroad Retirement benefits, private payroll
checks, dividends, and disability or pension fund benefits. It also eliminates
lost, stolen and delayed checks.
Automatic Investing Plan--Shareholders of the Class A Shares and Class B
Shares may make automatic investments by authorizing, in advance, monthly
payments directly from their checking account for deposit into the Class. This
type of investment will be handled in either of the two ways noted below. (1) If
the shareholder's bank is a member of the National Automated Clearing House
Association ("NACHA"), the amount of the investment will be electronically
deducted from his or her account by Electronic Fund Transfer ("EFT"). The
shareholder's checking account will reflect a debit each month at a specified
date although no check is required to initiate the transaction. (2) If the
shareholder's bank is not a member of NACHA, deductions will be made by
preauthorized checks, known as Depository Transfer Checks. Should the
shareholder's bank become a member of NACHA in the future, his or her
investments would be handled electronically through EFT.
This option is not available to participants in the following plans: SAR/SEP,
SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k) Defined
Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457 Deferred
Compensation Plans.

* * *

Investments under the Direct Deposit Purchase Plan and the Automatic Investing
Plan must be for $25 or more with respect to the Class A Shares and $100 or more
with respect to the Class B Shares. An investor wishing to take advantage of
either service must complete an authorization form. Either service can be
discontinued by the shareholder at any time without penalty by giving written
notice.
Payments to the Fund from the federal government or its agencies on behalf of
a shareholder may be credited to the shareholder's account after such payments
should have been terminated by reason of death or otherwise. Any such payments
are subject to reclamation by the federal government or its agencies. Similarly,
under certain circumstances, investments from private sources may be subject to
reclamation by the transmitting bank. In the event of a reclamation, the Fund
may liquidate sufficient shares from a shareholder's account to reimburse the
government or the private source. In the event there are insufficient shares in
the shareholder's account, the shareholder is expected to reimburse the Fund.

DIRECT DEPOSIT PURCHASES BY MAIL
Shareholders may authorize a third party, such as a bank or employer, to make
investments directly to their Fund accounts. The Fund will accept these
investments, such as bank-by-phone, annuity payments and payroll allotments, by
mail directly from the third party. Investors should contact their employers or
financial institutions who in turn should contact the Fund for proper
instructions.

RETIREMENT PLANS FOR THE FUND CLASSES
An investment in the Fund may be suitable for tax-deferred Retirement Plans.
Among the Retirement Plans noted below, Class B Shares are available for
investment only by Individual Retirement Accounts, Simplified Employee Pension
Plans, 457 Deferred Compensation Plans and 403(b)(7) Deferred Compensation
Plans. The CDSC may be waived on certain redemptions of Class B Shares. See the
Prospectus for the Fund Classes under Buying Shares--Contingent Deferred Sales
Charge for a list of the instances in which the CDSC is waived.

A maximum purchase limitation of $250,000 with respect to Class B Shares (if
available) is imposed on the initial purchase of such shares by a Retirement
Plan. The maximum purchase limitations apply only to the initial purchase of
shares by the Retirement Plan. Minimum investment limitations do not apply to
Retirement Plans other than Individual Retirement Accounts ("IRAs") for which
there is a minimum initial purchase of $250, and a minimum subsequent purchase
of $25 regardless of which class is selected. Retirement Plans may be subject to
plan establishment fees, annual maintenance fees and/or other administrative or
trustee fees. Fees are based on the number of participants in the Plan as well
as the services selected. Additional information about fees is included in
Retirement Plan materials. Annual maintenance fees may be shared by Delaware
Management Trust Company, the Transfer Agent, other affiliates of the Manager
and others that provide services to such Plans. Fees are quoted upon request.

Certain shareholder investment services available to non-retirement plan
shareholders may not be available to Retirement Plan shareholders. Certain
Retirement Plans may qualify to purchase shares of the Institutional Class. See
Trend Fund Institutional Class above. For additional information on any of the
Plans and Delaware's retirement services, call the Shareholder Service Center
telephone number.
With respect to the annual maintenance fees per account referred to above,
"account" shall mean any account or group of accounts within a Plan type
identified by a common tax identification number between or among them.
Shareholders are responsible for notifying the Fund when more than one account
is maintained under a single tax identification number.
IT IS ADVISABLE FOR AN INVESTOR CONSIDERING ANY ONE OF THE RETIREMENT PLANS
DESCRIBED BELOW TO CONSULT WITH AN ATTORNEY, ACCOUNTANT OR A QUALIFIED
RETIREMENT PLAN CONSULTANT. FOR FURTHER DETAILS, INCLUDING APPLICATIONS FOR ANY
OF THESE PLANS, CONTACT YOUR INVESTMENT DEALER OR THE DISTRIBUTOR.
Taxable distributions from the Retirement Plans described below may be subject
to withholding.
Please contact your investment dealer or the Distributor for the special
application forms required for the Plans described below.

PROTOTYPE PROFIT SHARING OR MONEY PURCHASE PENSION PLANS
Prototype Plans are available for self-employed individuals, partnerships and
corporations which replace the former

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 16

Keogh and corporate retirement plans. These Plans contain profit sharing or
money purchase pension plan provisions. Contributions may be invested only in
Class A Shares.

INDIVIDUAL RETIREMENT ACCOUNT ("IRA")

A document is available for an individual who wants to establish an IRA by
making contributions which may be tax-deductible, even if the individual is
already participating in an employer-sponsored retirement plan. Even if
contributions are not deductible for tax purposes, as indicated below, earnings
will be tax-deferred. In addition, an individual may make contributions on
behalf of a spouse who has no compensation for the year or elects to be treated
as having no compensation for the year. Investments in each of the Fund Classes
are permissible.

The Tax Reform Act of 1986 (the "Act") restructured, and in some cases
eliminated, the tax deductibility of IRA contributions. Under the Act, the full
deduction for IRAs ($2,000 for each working spouse and $2,250 for one-income
couples) was retained for all taxpayers who are not covered by an
employer-sponsored retirement plan. Even if a taxpayer (or his or her spouse) is
covered by an employer-sponsored retirement plan, the full deduction is still
available if the taxpayer's adjusted gross income is below $25,000 ($40,000 for
taxpayers filing joint returns). A partial deduction is allowed for married
couples with incomes between $40,000 and $50,000, and for single individuals
with incomes between $25,000 and $35,000. The Act does not permit deductions for
contributions to IRAs by taxpayers whose adjusted gross income before IRA
deductions exceeds $50,000 ($35,000 for singles) and who are active participants
in an employer-sponsored retirement plan. Taxpayers who are not allowed
deductions on IRA contributions still can make nondeductible IRA contributions
of as much as $2,000 for each working spouse ($2,250 for one-income couples),
and defer taxes on interest or other earnings from the IRAs. Special rules apply
for determining the deductibility of contributions made by married individuals
filing separate returns.
A company or association may establish a Group IRA for employees or members
who want to purchase shares of the Fund. Purchases of $1 million or more of the
Class A Shares qualify for purchase at net asset value but may, under certain
circumstances, be subject to a Limited CDSC. See Purchasing Shares concerning
reduced front-end sales charges applicable to Class A Shares.
Investments generally must be held in the IRA until age 59 1/2 in order to
avoid premature distribution penalties, but distributions generally must
commence no later than April 1 of the calendar year following the year in which
the participant reaches age 70 1/2. Individuals are entitled to revoke the
account, for any reason and without penalty, by mailing written notice of
revocation to Delaware Management Trust Company within seven days after the
receipt of the IRA Disclosure Statement or within seven days after the
establishment of the IRA, except, if the IRA is established more than seven days
after receipt of the IRA Disclosure Statement, the account may not be revoked.
Distributions from the account (except for the pro-rata portion of any
nondeductible contributions) are fully taxable as ordinary income in the year
received. Excess contributions removed after the tax filing deadline, plus
extensions, for the year in which the excess contributions were made are subject
to a 6% excise tax on the amount of excess. Premature distributions
(distributions made before age 59 1/2, except for death, disability and certain
other limited circumstances) will be subject to a 10% excise tax on the amount
prematurely distributed, in addition to the income tax resulting from the
distribution. See Class B Shares under Alternative Purchase Arrangements
concerning the applicability of a CDSC upon redemption.
See Appendix A for additional IRA information.

SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION PLAN ("SAR/SEP")
Employers with 25 or fewer eligible employees can establish this plan which
permits employer contributions and salary deferral contributions in Class A
Shares only.

PROTOTYPE 401(K) DEFINED CONTRIBUTION PLAN
Section 401(k) of the Internal Revenue Code of 1986 (the "Code") permits
employers to establish qualified plans based on salary deferral contributions.
Plan documents are available to enable employers to establish a plan. An
employer may also elect to make profit sharing contributions and/or matching
contributions with investments in only Class A Shares or certain other funds in
the Delaware Group. Purchases under the Plan may be combined for purposes of
computing the reduced front-end sales charge applicable to Class A Shares as set
forth in the table on page 9.

DEFERRED COMPENSATION PLAN FOR PUBLIC SCHOOLS
AND NON-PROFIT ORGANIZATIONS ("403(b)(7)")
Section 403(b)(7) of the Code permits public school systems and certain
non-profit organizations to use mutual fund shares held in a custodial account
to fund deferred compensation arrangements for their employees. A custodial
account agreement is available for those employers who wish to purchase either
of the Fund Classes in conjunction with such an arrangement. Applicable
front-end sales charges with respect to Class A Shares for such purchases are
set forth in the table on page 9.

DEFERRED COMPENSATION PLAN FOR STATE AND LOCAL GOVERNMENT EMPLOYEES ("457")
Section 457 of the Code permits state and local governments, their agencies
and certain other entities to establish a deferred compensation plan for their
employees who wish to participate. This enables employees to defer a portion of
their salaries and any federal (and possibly state) taxes thereon. Such plans
may invest in shares of either of the Fund Classes. Although investors may use
their own plan, there is available a Delaware Group 457 Deferred Compensation
Plan. Interested investors should contact the

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 17

Distributor or their investment dealers to obtain further information.
Applicable front-end sales charges for such purchases of Class A Shares are set
forth in the table on page 9.

DETERMINING OFFERING PRICE AND NET ASSET VALUE

Orders for purchases of Class A Shares are effected at the offering price next
calculated by the Fund after receipt of the order by the Fund or its agent.
Orders for purchases of Class B Shares and the Institutional Class are effected
at the net asset value per share next calculated after receipt of the order by
the Fund or its agent. Selling dealers have the responsibility of transmitting
orders promptly.
The offering price for the Class A Shares consists of the net asset value per
share plus any applicable sales charges. Offering price and net asset value are
computed as of the close of regular trading on the New York Stock Exchange
(ordinarily, 4 p.m., Eastern time) on days when such exchange is open. The New
York Stock Exchange is scheduled to be open Monday through Friday throughout the
year except for New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. When the New York Stock
Exchange is closed, the Fund will generally be closed, pricing calculations will
not be made and purchase and redemption orders will not be processed.
An example showing how to calculate the net asset value per share and, in the
case of the Class A Shares, the offering price per share, is included in the
Fund's financial statements which are incorporated by reference into this Part
B.
The Fund's net asset value per share is computed by adding the value of all
the securities and other assets in the portfolio, deducting any liabilities and
dividing by the number of shares outstanding. Expenses and fees are accrued
daily. In determining the Fund's total net assets, portfolio securities
primarily listed or traded on a national securities exchange, except for bonds,
are valued at the last sale price on that exchange. Securities not traded on a
particular day, over-the-counter securities and government and agency securities
are valued at the mean value between bid and asked prices. Money market
instruments having a maturity of less than 60 days are valued at amortized cost.
Debt securities (other than short-term obligations) are valued on the basis of
valuations provided by a pricing service when such prices are believed to
reflect the fair value of such securities. Use of a pricing service has been
approved by the Board of Directors. Prices provided by a pricing service take
into account appropriate factors such as institutional trading in similar groups
of securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics and other market data. Subject to the foregoing, securities for
which market quotations are not readily available and other assets are valued at
fair value as determined in good faith and in a method approved by the Board of
Directors.
Each Class of the Fund will bear, pro-rata, all of the common expenses of the
Fund. The net asset values of all outstanding shares of each Class of the Fund
will be computed on a pro-rata basis for each outstanding share based on the
proportionate participation in the Fund represented by the value of shares of
that Class. All income earned and expenses incurred by the Fund will be borne on
a pro-rata basis by each outstanding share of a Class, based on each Class'
percentage in the Fund represented by the value of shares of such Classes,
except that the Institutional Class will not incur any of the expenses under the
Fund's 12b-1 Plans and shares of the Fund Classes alone will bear the 12b-1 Plan
fees payable under their respective Plans. Due to the specific distribution
expenses and other costs that will be allocable to each Class, the net asset
value of and dividends paid to each Class of the Fund will vary.

REDEMPTION AND REPURCHASE

Any shareholder may require the Fund to redeem shares by sending a WRITTEN
REQUEST, signed by the record owner or owners exactly as the shares are
registered, to the Fund, 1818 Market Street, Philadelphia, PA 19103. In
addition, certain expedited redemption methods described below are available
when stock certificates have not been issued. The Fund does not issue
certificates for Class A Shares or Institutional Class shares, unless a
shareholder specifically requests them. The Fund does not issue certificates for
Class B Shares. If stock certificates have been issued for shares being
redeemed, they must accompany the written request. For redemptions of $50,000 or
less paid to the shareholder at the address of record, the Fund requires a
request signed by all owners of the shares or the investment dealer of record,
but does not require signature guarantees. When the redemption is for more than
$50,000, or if payment is made to someone else or to another address, signatures
of all record owners are required and a signature guarantee may be required.
Each signature guarantee must be supplied by an eligible guarantor institution.
The Fund reserves the right to reject a signature guarantee supplied by an
eligible institution based on its creditworthiness. The Fund may request further
documentation from corporations, retirement plans, executors, administrators,
trustees or guardians.
In addition to redemption of shares by the Fund, the Distributor, acting as
agent of the Fund, offers to repurchase Fund shares from broker/dealers acting
on behalf of shareholders. The redemption or repurchase price, which may be more
or less than the shareholder's cost, is the net asset value per share next
determined after receipt of the request in good order by the Fund or its agent,
less any applicable contingent deferred sales charge. This is computed and
effective at the time the offering price and net asset value are determined. See
Determining Offering Price and Net Asset Value.The Fund and the Distributor end
their business day at 5 p.m., Eastern time. This offer is

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 18

discretionary and may be completely withdrawn without further notice by the
Distributor.
Orders for the repurchase of Fund shares which are submitted to the
Distributor prior to the close of its business day will be executed at the net
asset value per share computed that day (less any applicable contingent deferred
sales charge), if the repurchase order was received by the broker/dealer from
the shareholder prior to the time the offering price and net asset value are
determined on such day. The selling dealer has the responsibility of
transmitting orders to the Distributor promptly. Such repurchase is then settled
as an ordinary transaction with the broker/dealer (who may make a charge to the
shareholder for this service) delivering the shares repurchased.
Certain redemptions of Class A Shares purchased at net asset value may result
in the imposition of a Limited CDSC. See Contingent Deferred Sales Charge for
Certain Purchases of Class A Shares Made at Net Asset Value under Redemption
and Exchange in the Prospectus for the Fund Classes. The Class B Shares are
subject to a CDSC of: (i) 4% if shares are redeemed within two years of
purchase; (ii) 3% if shares are redeemed during the third or fourth year
following purchase; (iii) 2% if shares are redeemed during the fifth year
following purchase; and (iv) 1% if shares are redeemed during the sixth year
following purchase. See Contingent Deferred Sales Charge under Buying Shares in
the Prospectus for the Fund Classes. Except for such contingent deferred sales
charges and, with respect to the expedited payment by wire described below, for
which there is currently a $7.50 bank wiring cost, neither the Fund nor the
Distributor charges a fee for redemptions or repurchases, but such fees could
be charged at any time in the future.
Payment for shares redeemed will ordinarily be mailed the next business day,
but in no case later than seven days, after receipt of a redemption request in
good order.
If a shareholder who recently purchased shares by check seeks to redeem all or
a portion of those shares in a written request, the Fund will honor the
redemption request but will not mail the proceeds until it is reasonably
satisfied of the collection of the investment check. This potential delay can be
avoided by making investments by wiring Federal Funds.
If a shareholder has been credited with a purchase by a check which is
subsequently returned unpaid for insufficient funds or for any other reason, the
Fund will automatically redeem from the shareholder's account the shares
purchased by the check plus any dividends earned thereon. Shareholders may be
responsible for any losses to the Fund or to the Distributor.
In case of a suspension of the determination of the net asset value because
the New York Stock Exchange is closed for other than weekends or holidays, or
trading thereon is restricted or an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practical, or
it is not reasonably practical for the Fund fairly to value its assets, or in
the event that the Securities and Exchange Commission has provided for such
suspension for the protection of shareholders, the Fund may postpone payment or
suspend the right of redemption or repurchase. In such case, the shareholder may
withdraw the request for redemption or leave it standing as a request for
redemption at the net asset value next determined after the suspension has been
terminated.
Payment for shares redeemed or repurchased may be made in either cash or kind,
or partly in cash and partly in kind. Any portfolio securities paid or
distributed in kind would be valued as described in Determining Offering Price
and Net Asset Value. Subsequent sale by an investor receiving a distribution in
kind could result in the payment of brokerage commissions. However, the Fund has
elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which the
Fund is obligated to redeem shares solely in cash up to the lesser of $250,000
or 1% of the net asset value of the Fund during any 90-day period for any one
shareholder.
The value of the Fund's investments is subject to changing market prices.
Thus, a shareholder reselling shares to the Fund may sustain either a gain or
loss, depending upon the price paid and the price received for such shares.

SMALL ACCOUNTS

Before the Fund redeems shares from an account that has remained below the
minimum amounts required by the Fund's Prospectus and sends the proceeds to the
shareholder, the shareholder will be notified in writing that the value of the
shares in the account is less than the minimum required and will be allowed 60
days from the date of notice to make an additional investment to meet the
required minimum. See The Conditions of Your Purchase under Buying Shares in the
Prospectus. Any redemption in an inactive account established with a minimum
investment may trigger mandatory redemption. No contingent deferred sales charge
will apply to the redemptions described in this paragraph of the Class A and the
Class B Shares.

* * *
The Fund has available certain redemption privileges, as described below. The
Fund reserves the right to suspend or terminate these expedited payment
procedures upon 60 days' written notice to shareholders.

EXPEDITED TELEPHONE REDEMPTIONS
Shareholders of the Fund Classes or their investment dealers of record wishing
to redeem any amount of shares of $50,000 or less for which certificates have
not been issued may call the Fund at 800-523-1918 (in Philadelphia,
215-988-1241) or, in the case of shareholders of the Institutional Class, their
Client Services Representative at 800-828-5052 prior to the time the offering
price and net asset value are determined, as noted above, and have the proceeds
mailed to them at the record address. Checks payable to the shareholder(s) of
record will normally be mailed the next business day, but no later than seven
days, after the receipt of the redemption request. This option is only available
to individual, joint and individual fiduciary-type accounts.
In addition, redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check by calling the Fund, as described
above. An authorization form must have been completed by the

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 19

shareholder and filed with the Fund before the request is received. Payment will
be made by wire or check to the bank account designated on the authorization
form as follows:
1. PAYMENT BY WIRE: Request that Federal Funds be wired to the bank account
designated on the authorization form. Redemption proceeds will normally be wired
on the next business day following receipt of the redemption request. There is a
$7.50 wiring fee (subject to change) charged by CoreStates Bank, N.A. which will
be deducted from the withdrawal proceeds each time the shareholder requests a
redemption. If the proceeds are wired to the shareholder's account at a bank
which is not a member of the Federal Reserve System, there could be a delay in
the crediting of the funds to the shareholder's bank account.
2. PAYMENT BY CHECK: Request a check be mailed to the bank account designated
on the authorization form. Redemption proceeds will normally be mailed the next
business day, but no later than seven days, from the date of the telephone
request. This procedure will take longer than the Payment by Wire option (1
above) because of the extra time necessary for the mailing and clearing of the
check after the bank receives it.
REDEMPTION REQUIREMENTS: In order to change the name of the bank and the
account number it will be necessary to send a written request to the Fund and a
signature guarantee may be required. Each signature guarantee must be supplied
by an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness.
To reduce the shareholder's risk of attempted fraudulent use of the telephone
redemption procedure, payment will be made only to the bank account designated
on the authorization form.
The Fund will not honor telephone redemptions for Fund shares recently
purchased by check unless it is reasonably satisfied that the purchase check has
cleared.
If expedited payment under these procedures could adversely affect the Fund,
the Fund may take up to seven days to pay the shareholder.
Neither the Fund nor the Transfer Agent is responsible for any shareholder
loss incurred in acting upon written or telephone instructions for redemption or
exchange of Fund shares which are reasonably believed to be genuine. With
respect to such telephone transactions, the Fund will follow reasonable
procedures to confirm that instructions communicated by telephone are genuine
(including verification of a form of personal identification) as, if it does
not, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Telephone instructions received by
shareholders of the Fund Classes are generally tape recorded. A written
confirmation will be provided for all purchase, exchange and redemption
transactions initiated by telephone.

SYSTEMATIC WITHDRAWAL PLAN
Shareholders of the Class A Shares who own or purchase $5,000 or more of
shares at the offering price for which certificates have not been issued may
establish a Systematic Withdrawal Plan for monthly withdrawals of $25 or more,
or quarterly withdrawals of $75 or more, although the Fund does not recommend
any specific amount of withdrawal. This $5,000 minimum does not apply for the
Fund's prototype Retirement Plans. Shares purchased with the initial investment
and through reinvestment of cash dividends and realized securities profits
distributions will be credited to the shareholder's account and sufficient full
and fractional shares will be redeemed at the net asset value calculated on the
third business day preceding the mailing date.

Checks are dated the 15th of the month (unless such date falls on a holiday or
a Sunday) and are normally mailed within two business days. Both ordinary income
dividends and realized securities profits distributions will be automatically
reinvested in additional shares of the Class at net asset value. This plan is
not recommended for all investors and should be started only after careful
consideration of its operation and effect upon the investor's savings and
investment program. To the extent that withdrawal payments from the plan exceed
any dividends and/or realized securities profits distributions paid on shares
held under the plan, the withdrawal payments will represent a return of capital,
and the share balance may in time be depleted, particularly in a declining
market.

The sale of shares for withdrawal payments constitutes a taxable event and a
shareholder may incur a capital gain or loss for federal income tax purposes.
This gain or loss may be long-term or short-term depending on the holding period
for the specific shares liquidated. Premature withdrawals from Retirement Plans
may have adverse tax consequences.
Withdrawals under this plan by the holders of Class A Shares or any similar
plan of any other investment company charging a front-end sales charge made
concurrently with the purchases of the Class A Shares of this or the shares of
any other investment company will ordinarily be disadvantageous to the
shareholder because of the payment of duplicative sales charges. Shareholders
should not purchase Class A Shares while participating in a Systematic
Withdrawal Plan and a periodic investment program in a fund managed by the
Manager must be terminated before a Systematic Withdrawal Plan can take effect,
except if the shareholder is a participant in one of our Retirement Plans or is
investing in Delaware Group funds which do not carry a sales charge. Also,
redemptions pursuant to a Systematic Withdrawal Plan may be subject to a Limited
CDSC if the purchase was made at net asset value and a dealer's commission has
been paid on that purchase.
An investor wishing to start a Systematic Withdrawal Plan must complete an
authorization form. If the recipient of Systematic Withdrawal Plan payments is
other than the registered shareholder, the shareholder's signature on this
authorization must be guaranteed. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its credit-
worthiness. This plan may be terminated by the shareholder or the Transfer Agent
at any time by giving written notice. The Systematic Withdrawal Plan is not
available with respect to the Class B Shares or the Institutional Class.

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 20

WEALTH BUILDER OPTION
Shareholders of the Fund Classes may elect to invest in one or more of the
other mutual funds in the Delaware Group through our Wealth Builder Option.
Under this automatic exchange program, shareholders can authorize regular
monthly investments (minimum of $100 per fund) to be liquidated from their
account and invested automatically into other mutual funds in the Delaware
Group, subject to the conditions and limitations set forth in the Fund Classes'
Prospectus. See Wealth Builder Option and Redemption and Exchange in the
Prospectus for the Fund Classes.
The investment will be made on the 20th day of each month (or, if the fund
selected is not open that day, the next business day) at the public offering
price or net asset value, as applicable, of the fund selected on the date of
investment. No investment will be made for any month if the value of the
shareholder's account is less than the amount specified for investment.
Periodic investment through the Wealth Builder Option does not insure profits
or protect against losses in a declining market. The price of the fund into
which investments are made could fluctuate. Since this program involves
continuous investment regardless of such fluctuating value, investors selecting
this option should consider their financial ability to continue to participate
in the program through periods of low fund share prices. This program involves
automatic exchanges between two or more fund accounts and is treated as a
purchase of shares of the fund into which investments are made through the
program. See Exchange Privilege for a brief summary of the tax consequences of
exchanges.
Shareholders can also use the Wealth Builder Option to invest in the Fund
Classes through regular liquidations of shares in their accounts in other
mutual funds in the Delaware Group, subject to the conditions and limitations
described in the Fund Classes' Prospectus. Shareholders can terminate their
participation at any time by written notice to the Fund.
This option is not available to participants in the following plans: SAR/SEP,
SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k) Defined
Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457 Deferred
Compensation Plans. This option also is not available to shareholders of the
Institutional Class.

DIVIDENDS AND REALIZED SECURITIES PROFITS DISTRIBUTIONS

The Fund will make payments from its net investment income and net realized
securities profits, if any, twice a year. The first payment would be made during
the first quarter of the next fiscal year. The second payment would be made near
the end of the calendar year to comply with certain requirements of the Internal
Revenue Code. During the fiscal year ended June 30, 1995, distributions totaling
$0.790 per share of each of the Class A Shares and Institutional Class were paid
from realized securities profits. On August 7 1995, a distribution of $0.550 per
share of each Class was paid from realized securities profits to shareholders of
record July 28, 1995.
All dividends and any capital gains distributions will be automatically
reinvested for the shareholder in additional shares at net asset value unless,
in the case of shareholders in the Fund Classes, the shareholder requests in
writing that such dividends and/or distributions be paid in cash. Dividend
payments of $1.00 or less will be automatically reinvested, notwithstanding a
shareholder's election to receive dividends in cash. If such a shareholder's
dividends increase to greater than $1.00, the shareholder would have to file a
new election in order to begin receiving dividends in cash again.
Each Class of shares of the Fund will share proportionately in the investment
income and expenses of the Fund, except that the Class A Shares and the Class B
Shares alone will incur distribution fees under their respective 12b-1 Plans.
Any check in payment of dividends or other distributions which cannot be
delivered by the Post Office or which remains uncashed for a period of more than
one year may be reinvested in the shareholder's account at the then-current net
asset value and the dividend option may be changed from cash to reinvest. The
Fund may deduct from a shareholder's account the costs of the Fund's effort to
locate a shareholder if a shareholder's mail is returned by the Post Office or
the Fund is otherwise unable to locate the shareholder or verify the
shareholder's mailing address. These costs may include a percentage of the
account when a search company charges a percentage fee in exchange for their
location services.

TAXES

It is the Fund's policy to pay out substantially all net investment income and
net realized gains to shareholders to relieve the Fund of federal income tax
liability on that portion of its income paid to shareholders under Subchapter M
of the Internal Revenue Code. The Fund has met these requirements in previous
years and intends to meet them this year. Such distributions are taxable as
ordinary income or capital gain to those shareholders who are liable for federal
income tax. The Fund also intends to meet the calendar year distribution
requirements imposed by the Internal Revenue Code to avoid the imposition of a
4% excise tax.
Distributions may also be subject to state and local taxes; shareholders are
advised to consult with their tax advisers in this regard. Shares of the Fund
will be exempt from Pennsylvania personal property taxes.
Dividends representing net investment income or short-term capital gains are
taxable to shareholders as ordinary income. Distributions of long-term capital
gains, if any, are taxable as long-term capital gain regardless of the length of
time an investor has held such shares, and these gains are currently taxed at
long-term capital gain rates. The tax status of dividends and distributions will
not be affected by

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 21

whether they are paid in cash or in additional shares. A portion of these
distributions may be eligible for the dividends-received deduction for
corporations. The portion of dividends paid by the Fund that so qualifies will
be designated each year in a notice mailed to the Fund's shareholders, and
cannot exceed the gross amount of dividends received by the Fund from domestic
(U.S.) corporations that would have qualified for the dividends-received
deduction in the hands of the Fund if the Fund was a regular corporation. The
availability of the dividends-received deduction is subject to certain holding
period and debt financing restrictions imposed under the Code on the corporation
claiming the deduction. Advice as to the tax status of each year's dividends and
distributions, when paid, will be mailed annually.
If the net asset value of shares were reduced below a shareholder's cost by
distribution of gain realized on sale of securities, such distribution would be
a return of investment though taxable as stated above. The Fund's portfolio
securities had an unrealized appreciation for tax purposes of $70,754,373 as of
June 30, 1995.
Prior to purchasing shares of the Fund, you should carefully consider the
impact of dividends or realized securities profits distributions which have been
declared but not paid. Any such dividends or realized securities profits
distributions paid shortly after a purchase of shares by an investor will have
the effect of reducing the per share net asset value of such shares by the
amount of the dividends or realized securities profits distributions. All or a
portion of such dividends or realized securities profits distributions, although
in effect a return of capital, are subject to taxes which may be at ordinary
income tax rates. The purchase of shares just prior to the ex-dividend date has
an adverse effect for income tax purposes.

INVESTMENT MANAGEMENT
AGREEMENT

The Manager, located at One Commerce Square, Philadelphia, PA 19103, furnishes
investment management services to the Fund, subject to the supervision and
direction of the Fund's Board of Directors.
The Manager and its predecessors have been managing the funds in the Delaware
Group since 1938. The aggregate assets of these funds on June 30, 1995 were
approximately $9,916,645,000. Investment advisory services are also provided to
institutional accounts with assets on June 30, 1995 of approximately
$16,227,892,000.
The Investment Management Agreement for the Fund is dated April 3, 1995 and
was approved by shareholders on March 29, 1995.
The Agreement has an initial term of two years and may be renewed each year
only so long as such renewal and continuance are specifically approved at least
annually by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Fund, and only if the terms and the renewal thereof
have been approved by the vote of a majority of the directors of the Fund who
are not parties thereto or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval. The Agreement is
terminable without penalty on 60 days' notice by the directors of the Fund or by
the Manager. The Agreement will terminate automatically in the event of its
assignment.
The compensation paid by the Fund for investment management services is equal
to 1/16 of 1% per month (3/4 of 1% per year) of the Fund's average daily net
assets, less all directors' fees paid to the unaffiliated directors of the Fund.
This fee is higher than that paid by funds with comparable investment
objectives. On June 30, 1995, the total net assets of the Fund were
$379,545,139. Under the general supervision of the Board of Directors, the
Manager makes all investment decisions which are implemented by the Fund. The
Manager pays the salaries of all directors, officers and employees who are
affiliated with both the Manager and the Fund. Investment management fees paid
by the Fund during the past three fiscal years were $1,249,159 for 1993,
$2,006,549 for 1994 and $2,300,627 for 1995.
Except for those expenses borne by the Manager under the Investment Management
Agreement and the Distributor under the Distribution Agreement, the Fund is
responsible for all of its own expenses. Among others, these include the Fund's
proportionate share of rent and certain other administrative expenses; the
investment management fees; transfer and dividend disbursing agent fees and
costs; custodian expenses; federal and state securities registration fees; proxy
costs; and the costs of preparing prospectuses and reports sent to shareholders.
The ratio of expenses to average daily net assets for the Class A Shares for the
fiscal year ended June 30, 1995 was 1.36%, which reflects the impact of its
12b-1 Plan. The ratio of expenses to average daily net assets for the
Institutional Class was 1.12% for the fiscal year ended June 30, 1995. The ratio
of expenses to average daily net assets for the Class B Shares for the period
September 6, 1994 (date of initial public offering) through June 30, 1995 was
2.12%, annualized.
By California regulation, the Manager is required to waive certain fees and
reimburse the Fund for certain expenses to the extent that the Fund's annual
operating expenses, exclusive of taxes, interest, brokerage commissions and
extraordinary expenses, exceed specified percentages of net assets. At present,
the most restrictive limit is 2 1/2% of the first $30 million of average daily
net assets, 2% of the next $70 million of average daily net assets and 1 1/2% of
any additional average daily net assets. For the fiscal year ended June 30,
1995, no reimbursement was necessary or paid.

DISTRIBUTION AND SERVICE
The Distributor, Delaware Distributors, L.P. (which formerly conducted
business as Delaware Distributors, Inc.), located at 1818 Market Street,
Philadelphia, PA 19103, serves as the national distributor of Fund shares under
a Distribution Agreement dated April 3, 1995. The Distributor is an affiliate of
the Manager and bears all of the costs of promotion and distribution, except for
payments by the Fund on behalf of the Class A Shares and Class B Shares

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 22

under their respective 12b-1 Plans. Prior to January 3, 1995, Delaware
Distributors, Inc. ("DDI") served as the national distributor of the Fund's
shares. On that date, Delaware Distributors, L.P., a newly formed limited
partnership, succeeded to the business of DDI. All officers and employees of DDI
became officers and employees of Delaware Distributors, L.P. DDI is the
corporate general partner of Delaware Distributors, L.P. and both DDI and
Delaware Distributors, L.P. are indirect, wholly-owned subsidiaries of Delaware
Management Holdings, Inc.
The Transfer Agent, Delaware Service Company, Inc., another affiliate of the
Manager located at 1818 Market Street, Philadelphia, PA 19103, serves as the
Fund's shareholder servicing, dividend disbursing and transfer agent pursuant to
a Shareholders Services Agreement dated June 29, 1988. The Transfer Agent is
also an indirect, wholly-owned subsidiary of Delaware Management Holdings, Inc.

OFFICERS AND DIRECTORS

The business and affairs of the Fund are managed under the direction of its
Board of Directors.
Certain officers and directors of the Fund hold identical positions in each of
the other funds in the Delaware Group. On July 31, 1995, the Fund's officers and
directors owned less than 1% of the outstanding shares of the Class A Shares and
the Class B Shares and the approximately 1.49% of the outstanding shares of the
Institutional Class.
As of July 31, 1995, the Fund believes Merrill Lynch, Pierce Fenner & Smith,
Mutual Fund Operations, P.O. Box 41621, Jacksonville, FL 32203 held of record
2,132,350 shares (9.54%) of the outstanding shares of the Class A Shares.
As of July 31, 1995, the Fund believes Merrill Lynch, Pierce Fenner & Smith,
Attn. Book Entry, 4800 Deer Lake Dr. East, 3rd Fl.,Jacksonville, FL 32246 held
of record 33,274 shares (8.25%) of the outstanding shares of the Class B Shares.
The Fund believes the following shareholders held 5% or more of the
outstanding shares of the Institutional Class as of July 31, 1995: Woodstock,
c/o Wood County Trust Company, 181 2nd Street South, P.O. Box 8000, Wisconsin
Rapids, WI 54495--656,228 shares (16.63%); Iceberg & Co., by State Street Bank &
Trust Co., P.O. Box 1992, Boston, MA 02105--450,096 shares (11.40%); Trustees
for Harrah's Entertainment Savings and Retirement Plan, 1023 Cherry Road,
Memphis, TN 38117--387,567 shares (9.82%); Bank of New York, Trst First Hospital
Corp., Retirement Plan, Attn. Greg Tyrka, Master Trust/Custodian, 1 Wall Street,
New York, NY 10005--359,107 shares (9.10%); Iceberg & Co., by State Street Bank
& Trust Co., Trst Glaxo Inc. Retirement Plan, P.O. Box 1992, Boston, MA
02105--305,849 shares (7.75%); Delaware Management Co., Employee Profit Sharing
Trust, 1818 Market Street, Philadelphia, PA 19103--289,749 shares (7.34%);
Fidelity Management Trust Co., FBO Delta Family Care Savings Plan, Financial
Operations, Stock Trading Location KW1C, 100 Magellan, 1st Floor, Covington, KY
41015-- 279,372 shares (7.08%); and Northern Trust, Trst PHH Corp., P.O. Box
92956, Chicago, IL 60690--207,720 shares (5.26%). Shares held by Delaware
Management Co., Employee Profit Sharing Trust are known to be beneficially owned
by others.

DMH Corp., Delaware Management Company, Inc., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service Company, Inc., Delaware Management
Trust Company, Delaware International Holdings Ltd., Founders Holdings, Inc.,
Delaware International Advisers Ltd. and Delaware Investment Counselors, Inc.
are direct or indirect, wholly-owned subsidiaries of Delaware Management
Holdings, Inc. ("DMH"). On April 3, 1995, a merger between DMH and a
wholly-owned subsidiary of Lincoln National Corporation ("Lincoln National") was
completed. In connection with the merger, a new Investment Management Agreement
between the Fund and the Manager was executed following shareholder approval. As
a result of the merger, DMH and the Manager became indirect, wholly-owned
subsidiaries, of Lincoln National and both are now subject to the ultimate
control of Lincoln National. Lincoln National, with headquarters in Fort Wayne,
Indiana, is a diversified organization with operations in many aspects of the
financial services industry, including insurance and investment management.

Directors and principal officers of the Fund are noted below along with their
ages and their business experience for the past five years. Unless otherwise
noted, the address of each officer and director is One Commerce Square,
Philadelphia, PA 19103.

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 23

*WAYNE A. STORK (58)

Chairman, President, Chief Executive Officer, Director and/or Trustee of the
Fund, and 15 other funds in the Delaware Group (which includes Delaware
Pooled Turst, Inc.).

Chairman and Director of Delaware Pooled Trust, Inc. and Delaware Investment
Counselors, Inc.

Chairman, Chief Executive Officer, Chief Investment Officer and Director of
Delaware Management Company, Inc.
Chairman, Chief Executive Officer and Director of Delaware Management
Holdings, Inc., DMH Corp., Delaware International Advisers Ltd., Delaware
International Holdings Ltd. and Founders Holdings, Inc.
Director of Delaware Distributors, Inc. and Delaware Service Company, Inc.
During the past five years, Mr. Stork has served in various executive
capacities at different times within the Delaware organization.

WINTHROP S. JESSUP (50)

Executive Vice President of the Fund, 15 other funds in the Delaware Group
(which excludes Delaware Pooled Trust, Inc.) and Delaware Management
Holdings, Inc.
President and Chief Executive Officer of Delaware Pooled Trust, Inc.
President and Director of Delaware Investment Counselors, Inc.
Executive Vice President and Director of DMH Corp., Delaware Management
Company, Inc., Delaware International Holdings Ltd. and Founders Holdings,
Inc.
Vice Chairman and Director of Delaware Distributors, Inc.
Vice Chairman of Delaware Distributors, L.P.
Director of Delaware Management Trust Company, Delaware Service Company, Inc.
and Delaware International Advisers Ltd.
During the past five years, Mr. Jessup has served in various executive
capacities at different times within the Delaware organization.

RICHARD G. UNRUH, JR. (56)

Executive Vice President of the Fund and each of the other 16 funds in the
Delaware Group.
Executive Vice President and Director of Delaware Management Company, Inc.
Senior Vice President of Delaware Management Holdings, Inc.
Director of Delaware International Advisers Ltd.
During the past five years, Mr. Unruh has served in various executive
capacities at different times within the Delaware organization.

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

*Director affiliated with the investment manager of the Fund and considered an
"interested person" as defined in the Investment Company Act of 1940.

WALTER P. BABICH (68)

Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
460 North Gulph Road, King of Prussia, PA 19406.
Board Chairman, Citadel Constructors, Inc.
From 1986 to 1988, Mr. Babich was a partner of Irwin & Leighton and from 1988
to 1991, he was a partner of I&L Investors.

ANTHONY D. KNERR (56)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
500 Fifth Avenue, New York, NY 10110.
Consultant, Anthony Knerr & Associates.
From 1982 to 1988, Mr. Knerr was Executive Vice President/Finance and
Treasurer of Columbia University, New York. From 1987 to 1989, he was also
a lecturer in English at the University. In addition, Mr. Knerr was
Chairman of The Publishing Group, Inc., New York, from 1988 to 1990. Mr.
Knerr founded The Publishing Group, Inc. in 1988.

ANN R. LEVEN (54)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
785 Park Avenue, New York, NY 10021.
Treasurer, National Gallery of Art.
From 1984 to 1990, Ms. Leven was Treasurer and Chief Fiscal Officer of the
Smithsonian Institution, Washington, DC, and from 1975 to 1994, she was
Adjunct Professor of Columbia Business School.

W. THACHER LONGSTRETH (74)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
1617 John F. Kennedy Boulevard, Philadelphia, PA 19103.
Vice Chairman, Packquisition Corp., a financial printing, commercial printing
and information processing firm.
Philadelphia City Councilman.
President, MLW, Associates.
Director, Tasty Baking Company.
Director, Healthcare Services Group.

CHARLES E. PECK (69)
Director and/or Trustee of the Fund and each of the other 16 funds in the
Delaware Group.
P.O. Box 1102, Columbia, MD 21044.
Secretary, Enterprise Homes, Inc.
From 1981 to 1990, Mr. Peck was Chairman and Chief Executive Officer of The
Ryland Group, Inc., Columbia, MD.

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DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 24

DAVID K. DOWNES (55)
Senior Vice President/Chief Administrative Officer/Chief Financial Officer of
the Fund, each of the other 16 funds in the Delaware Group and Delaware
Management Company, Inc.
Chairman and Director of Delaware Management Trust Company.
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer/Treasurer of Delaware Management Holdings, Inc.
Senior Vice President/Chief Financial Officer/Treasurer and Director of DMH
Corp.
Senior Vice President/Chief Administrative Officer/Chief Financial Officer and
Director of Delaware Service Company, Inc.
Senior Vice President/Chief Administrative Officer and Director of Delaware
Distributors, Inc.
Senior Vice President/Chief Administrative Officer of Delaware Distributors,
L.P.
Chief Financial Officer and Director of Delaware International Holdings Ltd.
Senior Vice President/Chief Financial Officer/Treasurer of Delaware Investment
Counselors, Inc.
Senior Vice President and Director of Founders Holdings, Inc.
Director of Delaware International Advisers Ltd.
Before joining the Delaware Group in 1992, Mr. Downes was Chief Administrative
Officer, Chief Financial Officer and Treasurer of Equitable Capital
Management Corporation, New York, from December 1985 through August 1992,
Executive Vice President from December 1985 through March 1992, and Vice
Chairman from March 1992 through August 1992.

GEORGE M. CHAMBERLAIN, JR. (48)
Senior Vice President and Secretary of the Fund, each of the other 16 funds in
the Delaware Group, Delaware Management Holdings, Inc., Delaware
Distributors, L.P. and Delaware Investment Counselors, Inc.
Executive Vice President, Secretary and Director of Delaware Management Trust
Company.
Senior Vice President, Secretary and Director of DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, Inc. and Delaware Service
Company, Inc.
Corporate Vice President, Secretary and Director of Founders Holdings, Inc.
Secretary and Director of Delaware International Holdings Ltd.
Director of Delaware International Advisers Ltd.
Attorney.
During the past five years, Mr. Chamberlain has served in various capacities
at different times within the Delaware organization.

EDWARD N. ANTOIAN (39)
Vice President/Senior Portfolio Manager of the Fund, of seven other equity
funds in the Delaware Group and of Delaware Management Company, Inc.
During the past five years, Mr. Antoian has served in such capacities within
the Delaware organization.

JOSEPH H. HASTINGS (45)
Vice President/Corporate Controller of the Fund, each of the other 16 funds in
the Delaware Group, Delaware Management Holdings, Inc., DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc., Delaware Investment
Counselors, Inc. and Founders Holdings, Inc.
Executive Vice President/Treasurer/Chief Financial Officer of Delaware
Management Trust Company.
Assistant Treasurer of Founders CBO Corporation.
1818 Market Street, Philadelphia, PA 19103.
Before joining the Delaware Group in 1992, Mr. Hastings was Chief Financial
Officer for Prudential Residential Services, L.P., New York, NY from 1989
to 1992. Prior to that, Mr. Hastings served as Controller and Treasurer for
Fine Homes International, L.P., Stamford, CT from 1987 to 1989.

MICHAEL P. BISHOF (33)
Vice President/Treasurer of the Fund, each of the other 16 funds in the
Delaware Group, Delaware Management Company, Inc., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware Service Company, Inc., Founders
Holdings, Inc. and Founders CBO Corporation.
Prior to joining the Delaware Group in 1995, Mr. Bishof was a Vice President
for Bankers Trust, New York, NY from 1994 to 1995, a Vice President for CS
First Boston Investment Management, New York, NY from 1993 to 1994 and an
Assistant Vice President for Equitable Capital Management Corporation, New
York, NY from 1987 to 1993.

- 24
<PAGE> 75

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 25

The following is a compensation table listing for each director entitled to
receive compensation, the aggregate compensation received from the Fund and the
total compensation received from all Delaware Group funds for the fiscal year
ended June 30, 1995 and an estimate of annual benefits to be received upon
retirement under the Delaware Group Retirement Plan for Directors/Trustees as of
June 30, 1995.

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT ESTIMATED TOTAL
BENEFITS ANNUAL COMPENSATION
AGGREGATE ACCRUED BENEFITS FROM ALL 17
COMPENSATION AS PART OF UPON DELAWARE
NAME FROM FUND FUND EXPENSES RETIREMENT* GROUP FUNDS
<S> <C> <C> <C> <C>
W. Thacher Longstreth $ 1,874.54 None $18,100 $47,187.96
Ann R. Leven $ 2,170.84 None $18,100 $55,323.95
Walter P. Babich $ 2,171.30 None $18,100 $55,323.04
Anthony D. Knerr $ 1,205.90 None $18,100 $32,996.57
Charles E. Peck $ 1,716.54 None $18,100 $44,052.00
</TABLE>

*Under the terms of the Delaware Group Retirement Plan for Directors/Trustees,
each disinterested director who, at the time of his or her retirement from the
Board, has attained the age of 70 and served on the Board for at least five
continuous years, is entitled to receive payments from each fund in the
Delaware Group for a period equal to the lesser of the number of years that
such person served as a director or the remainder of such person's life. The
amount of such payments will be equal, on an annual basis, to the amount of the
annual retainer that is paid to directors of each fund at the time of such
person's retirement. If an eligible director retired as of June 30, 1995, he or
she would be entitled to annual payments totaling $18,100, in the aggregate,
from all of the funds in the Delaware Group, based on the number of funds in
the Delaware Group as of that date.

EXCHANGE PRIVILEGE

The exchange privileges available for shareholders of the Classes and for
shareholders of classes of other funds in the Delaware Group are set forth in
the relevant prospectuses for such classes. The following supplements that
information. The Fund may modify, terminate or suspend the exchange privilege
upon 60 days' notice to shareholders.

All exchanges involve a purchase of shares of the fund into which the exchange
is made. As with any purchase, an investor should obtain and carefully read that
fund's prospectus before buying shares in an exchange. The prospectus contains
more complete information about the fund, including charges and expenses. A
shareholder requesting an exchange will be sent a current prospectus and an
authorization form for any of the other mutual funds in the Delaware Group.
Exchange instructions must be signed by the record owner(s) exactly as the
shares are registered.
An exchange constitutes, for tax purposes, the sale of one fund and the
purchase of another. The sale may involve either a capital gain or loss to the
shareholder for federal income tax purposes.
In addition, investment advisers and dealers may make exchanges between funds
in the Delaware Group on behalf of their clients by telephone or other expedited
means. This service may be discontinued or revised at any time by the Transfer
Agent. Such exchange requests may be rejected if it is determined that a
particular request or the total requests at any time could have an adverse
effect on any of the funds. Requests for expedited exchanges may be submitted
with a properly completed exchange authorization form, as described above.

TELEPHONE EXCHANGE PRIVILEGE
Shareholders owning shares for which certificates have not been issued or
their investment dealers of record may exchange shares by telephone for shares
in other mutual funds in the Delaware Group. This service is automatically
provided unless the Fund receives written notice from the shareholder to the
contrary.
Shareholders or their investment dealers of record may contact the Transfer
Agent at 800-523-1918 (in Philadelphia, 215-988-1241) or, in the case of
shareholders of the Institutional Class, their Client Services Representative at
800-828-5052, to effect an exchange. The shareholder's current Fund account
number must be identified, as well as the registration of the account, the share
or dollar amount to be exchanged and the fund into which the exchange is to be
made. Requests received on any day after the time the offering price and net
asset value are determined will be processed the following day. See Determining
Offering Price and Net Asset Value. Any new account established through the
exchange will automatically carry the same registration, shareholder information
and dividend option as the account from which the shares were exchanged. The
exchange requirements of the fund into which the exchange is being made, such as
sales charges, eligibility and investment minimums, must be met. (See the
prospectus of the fund desired or inquire by calling the Transfer Agent or, as
relevant, your Client Services Representative.) Certain funds are not available
for Retirement Plans.
The telephone exchange privilege is intended as a convenience to shareholders
and is not intended to be a vehicle to speculate on short-term swings in the
securities market through frequent transactions in and out of the funds in the
Delaware Group. Telephone exchanges may be subject to limitations as to amounts
or frequency. The Transfer Agent and the Fund reserve the right to record
exchange instructions received by telephone and to reject exchange requests at
any time in the future.
As described in the Fund's Prospectuses, neither the Fund nor the Transfer
Agent is responsible for any shareholder loss incurred in acting upon written or
telephone instructions for redemption or exchange of Fund shares which are
reasonably believed to be genuine.

RIGHT TO REFUSE TIMING ACCOUNTS

With regard to accounts that are administered by market timing services
("Timing Firms") to purchase or redeem shares based on changing economic and
market conditions ("Timing Accounts"), the Fund will refuse any new Timing
Arrangements, as well as any new purchases (as opposed to exchanges) in Delaware
Group funds from Timing Firms.

- 25
<PAGE> 76

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 26

RESTRICTIONS ON TIMED EXCHANGES

Timing Accounts operating under existing Timing Agreements may only execute
exchanges between the following eight Delaware Group funds: (1) Decatur Income
Fund, (2) Decatur Total Return Fund, (3) Delaware Fund, (4) Limited-Term
Government Fund, (5) Tax-Free USA Fund, (6) Delaware Cash Reserve, (7)
Delchester Fund and (8) Tax-Free Pennsylvania Fund. No other Delaware Group
funds are available for Timed Exchanges. Assets redeemed or exchanged out of
Timing Accounts in Delaware Group funds not listed above may not be reinvested
back into that Timing Account.

Except as noted above, only shareholders and their authorized brokers of
record will be permitted to make exchanges or redemptions.

* * *

Following is a summary of the investment objectives of the other Delaware
Group funds:
DELAWARE FUND seeks long-term growth by a balance of capital appreciation,
income and preservation of capital. It uses a dividend-oriented valuation
strategy to select securities issued by established companies that are believed
to demonstrate potential for income and capital growth. DEVON FUND seeks current
income and capital appreciation by investing primarily in income-producing
common stocks, with a focus on common stocks the Manager believes have the
potential for above average dividend increases over time.
VALUE FUND seeks capital appreciation by investing primarily in common stocks
whose market values appear low relative to their underlying value or future
potential.
DELCAP FUND seeks long-term capital growth by investing in common stocks and
securities convertible into common stocks of companies that have a demonstrated
history of growth and have the potential to support continued growth.
DECATUR INCOME FUND seeks the highest possible current income by investing
primarily in common stocks that provide the potential for income and capital
appreciation without undue risk to principal. DECATUR TOTAL RETURN FUND seeks
long-term growth by investing primarily in securities that provide the potential
for income and capital appreciation without undue risk to principal.
DELCHESTER FUND seeks as high a current income as possible by investing
principally in corporate bonds, and also in U.S. Government securities and
commercial paper.
U.S. GOVERNMENT FUND seeks high current income by investing primarily in
long-term debt obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
LIMITED-TERM GOVERNMENT FUND seeks high, stable income by investing primarily
in a portfolio of short- and intermediate-term securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities and instruments
secured by such securities. U.S. GOVERNMENT MONEY FUND seeks maximum current
income with preservation of principal and maintenance of liquidity by investing
only in short-term securities issued or guaranteed as to principal and interest
by the U.S. Government, its agencies or instrumentalities, and repurchase
agreements collateralized by such securities, while maintaining a stable net
asset value.
DELAWARE CASH RESERVE seeks the highest level of income consistent with the
preservation of capital and liquidity through investments in short-term money
market instruments, while maintaining a stable net asset value.
TAX-FREE USA FUND seeks high current income exempt from federal income tax by
investing in municipal bonds of geographically-diverse issuers. TAX-FREE INSURED
FUND invests in these same types of securities but with an emphasis on municipal
bonds protected by insurance guaranteeing principal and interest are paid when
due. TAX-FREE USA INTERMEDIATE FUND seeks a high level of current interest
income exempt from federal income tax, consistent with the preservation of
capital by investing primarily in municipal bonds.
TAX-FREE MONEY FUND seeks high current income, exempt from federal income tax,
by investing in short-term municipal obligations, while maintaining a stable net
asset value.
TAX-FREE PENNSYLVANIA FUND seeks a high level of current interest income
exempt from federal and, to the extent possible, certain Pennsylvania state and
local taxes, consistent with the preservation of capital.
INTERNATIONAL EQUITY FUND seeks to achieve long-term growth without undue risk
to principal by investing primarily in international securities that provide the
potential for capital appreciation and income. GLOBAL BOND FUND seeks to achieve
current income consistent with the preservation of principal by investing
primarily in global fixed income securities that may also provide the potential
for capital appreciation. GLOBAL ASSETS FUND seeks to achieve long-term total
return by investing in global securities which will provide higher current
income than a portfolio comprised exclusively of equity securities, along with
the potential for capital growth.
DELAWARE GROUP PREMIUM FUND offers nine series available exclusively as
funding vehicles for certain insurance company separate accounts. EQUITY/INCOME
SERIES seeks the highest possible total rate of return by selecting issues that
exhibit the potential for capital appreciation while providing higher than
average dividend income. HIGH YIELD SERIES seeks as high a current income as
possible by investing in rated and unrated corporate bonds, U.S. Government
securities and commercial paper. CAPITAL RESERVES SERIES seeks a high stable
level of current income while minimizing fluctuations in principal by investing
in a diversified portfolio of short- and intermediate-term securities. MONEY
MARKET SERIES seeks the highest level of income consistent with preservation of
capital and liquidity through investments in short-term money market
instruments. GROWTH SERIES seeks long-term capital appreciation by investing its
assets in a diversified portfolio of securities exhibiting the potential for
significant growth. MULTIPLE STRATEGY SERIES seeks a balance of capital
appreciation, income and preservation of capital. It uses a dividend-oriented
valuation strategy to select securities issued by established companies that are
believed to demonstrate potential for income and capital growth. INTERNATIONAL
EQUITY SERIES seeks long-term growth without undue risk to principal by
investing primarily in equity securities of foreign

- 26
<PAGE> 77

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 27

issuers that provide the potential for capital appreciation and income. VALUE
SERIES seeks capital appreciation by investing in small- to mid-cap common
stocks whose market value appears low relative to their underlying value or
future earnings and growth potential. Emphasis will also be placed on securities
of companies that may be temporarily out of favor or whose value is not yet
recognized by the market. EMERGING GROWTH SERIES seeks long-term capital
appreciation by investing primarily in small-cap common stocks and convertible
securities of emerging and other growth-oriented companies. These securities
will have been judged to be responsive to changes in the marketplace and to have
fundamental characteristics to support growth. Income is not an objective.
For more complete information about any of these funds, including charges and
expenses, you can obtain a prospectus from the Distributor. Read it carefully
before you invest or forward funds.
Each of the summaries above is qualified in its entirety by the information
contained in each Fund's prospectus(es).

GENERAL INFORMATION

The Manager is the investment manager of the Fund. The Manager or its
affiliate, Delaware International Advisers Ltd., also manages the other funds in
the Delaware Group. The Manager, through a separate division, also manages
private investment accounts. While investment decisions of the Fund are made
independently from those of the other funds and accounts, they may make
investment decisions at the same time.
Access persons and advisory persons of the Delaware Group of funds, as those
terms are defined in SEC Rule 17j-1 under the 1940 Act, who provide services to
the Manager, Delaware International Advisers Ltd. or their affiliates, are
permitted to engage in personal securities transactions subject to the
exceptions set forth in Rule 17j-1 and the following general restrictions and
procedures: (1) certain blackout periods apply to personal securities
transactions of those persons; (2) transactions must receive advance clearance
and must be completed on the same day as the clearance is received; (3) certain
persons are prohibited from investing in initial public offerings of securities
and other restrictions apply to investments in private placements of securities;
(4) opening positions may only be closed-out at a profit after a 60-day holding
period has elapsed; and (5) the Compliance Officer must be informed periodically
of all securities transactions and duplicate copies of brokerage confirmations
and account statements must be supplied to the Compliance Officer.
The Distributor acts as national distributor for the Fund and for the other
mutual funds in the Delaware Group. As previously described, prior to January 3,
1995, DDI served as the national distributor for the Fund. The Distributor and,
in its capacity as such, DDI received net commissions from the Fund, after
reallowances to dealers, as follows:

<TABLE>
<CAPTION>
TOTAL
AMOUNT NET
OF UNDER- AMOUNTS COMMISSION
FISCAL WRITING REALLOWED TO
YEAR ENDING COMMISSION TO DEALERS DISTRIBUTOR
- ------------- ---------- ---------- ----------
<S> <C> <C> <C>
June 30, 1995 $1,202,397 $1,042,162 $160,235
June 30, 1994 3,019,096 2,618,113 400,983
June 30, 1993 2,621,552 2,403,272 218,280
</TABLE>

For the fiscal year ended June 30, 1995, the Distributor and, in its capacity
as the Fund's national distributor, DDI received Limited CDSC payments in the
amount of $11,335 with respect to the Class A Shares. There were no such
payments for the fiscal years ended June 30, 1993 and 1994.
For the period September 6, 1994 (date of initial public offering) through
June 30, 1995, the Distributor and, in its capacity as the Fund's national
distributor, DDI received CDSC payments in the amount of $3,720 with respect to
the Class B Shares.
Effective as of January 3, 1995, all such payments described above have been
paid to Delaware Distributors, L.P.
The Transfer Agent, an affiliate of the Manager, acts as shareholder
servicing, dividend disbursing and transfer agent for the Fund and for the other
mutual funds in the Delaware Group. The Transfer Agent is paid a fee by the Fund
for providing these services consisting of an annual per account charge of $5.50
plus transaction charges for particular services according to a schedule.
Compensation is fixed each year and approved by the Board of Directors,
including a majority of the disinterested
directors.
The Manager and its affiliates own the name "Delaware Group." Under certain
circumstances, including the termination of the Fund's advisory relationship
with the Manager or its distribution relationship with the Distributor, the
Manager and its affiliates could cause the Fund to delete the words "Delaware
Group" from the Fund's name.
Chemical Bank, 450 West 33rd Street, New York, NY 10001, is custodian of the
Fund's securities and cash. As custodian for the Fund, Chemical Bank maintains a
separate account or accounts for the Fund; receives, holds and releases
portfolio securities on account of the Fund; receives and disburses money on
behalf of the Fund; and collects and receives income and other payments and
distributions on account of the Fund's portfolio securities.
The legality of the issuance of the shares offered hereby, pursuant to
registration under the Investment Company Act Rule 24f-2, has been passed upon
for the Fund by Messrs. Stradley, Ronon, Stevens & Young, Philadelphia,
Pennsylvania.

- 27
<PAGE> 78

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 28

CAPITALIZATION
The Fund has a present authorized capitalization of one hundred million shares
of capital stock with a $.50 par value per share. The Fund offers three classes
of shares, each representing a proportionate interest in the assets of the Fund,
and each having the same voting and other rights and preferences as the other
classes of the Fund, except that shares of the Institutional Class may not vote
on any matter affecting the Fund Classes' Distribution Plans under Rule 12b-1.
Similarly, the shareholders of the Class A Shares may not vote on matters
affecting the Fund's Plan under Rule 12b-1 relating to the Class B Shares, and
the shareholders of the Class B Shares may not vote on matters affecting the
Fund's Plan under Rule 12b-1 relating to the Class A Shares. However, the Class
B Shares may vote on a proposal to increase materially the fees to be paid by
the Fund under the Rule 12b-1 Plan relating to the Class A Shares. General
expenses of the Fund will be allocated on a pro-rata basis to the classes
according to asset size, except that expenses of the Rule 12b-1 Plans of the
Class A and Class B Shares will be allocated solely to those classes. The Board
of Directors has allocated thirty-five million shares to the Trend Fund A Class,
twenty-five million shares to the Trend Fund B Class and twenty-five million
shares to the Trend Fund Institutional Class.
Shares have no preemptive rights, are fully transferable and, when issued, are
fully paid and nonassessable.
Prior to September 6, 1994, the Trend Fund A Class was known as the Trend Fund
class and the Trend Fund Institutional Class was known as the Trend Fund
(Institutional) class.

NONCUMULATIVE VOTING
These shares have noncumulative voting rights which means that the holders of
more than 50% of the shares of the Fund voting for the election of directors can
elect all the directors if they choose to do so, and, in such event, the holders
of the remaining shares will not be able to elect any directors.
This Part B does not include all of the information contained in the
Registration Statement which is on file with the Securities and Exchange
Commission.

- 28
<PAGE> 79

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 29

APPENDIX A--IRA INFORMATION

The Tax Reform Act of 1986 restructured, and in some cases eliminated, the tax
deductibility of IRA contributions. Under the Act, the full deduction for IRAs
($2,000 for each working spouse and $2,250 for one-income couples) was retained
for all taxpayers who are not covered by an employer-sponsored retirement plan.
Even if a taxpayer (or his or her spouse) is covered by an employer-sponsored
retirement plan, the full deduction is still available if the taxpayer's
adjusted gross income is below $25,000 ($40,000 for taxpayers filing joint
returns). A partial deduction is allowed for married couples with incomes
between $40,000 and $50,000, and for single individuals with incomes between
$25,000 and $35,000. The Act does not permit deductions for contributions to
IRAs by taxpayers whose adjusted gross income before IRA deductions exceeds
$50,000 ($35,000 for singles) and who are active participants in an
employer-sponsored retirement plan. Taxpayers who were not allowed deductions on
IRA contributions still can make nondeductible IRA contributions of as much as
$2,000 for each working spouse ($2,250 for one-income couples), and defer taxes
on interest or other earnings from the IRAs. Special rules apply for determining
the deductibility of contributions made by married individuals filing separate
returns.
As illustrated in the following tables, maintaining an Individual Retirement
Account remains a valuable opportunity.
For many, an IRA will continue to offer both an up-front tax break with its
tax deduction each year and the real benefit that comes with tax-deferred
compounding. For others, losing the tax deduction will impact their taxable
income status each year. Over the long term, however, being able to defer taxes
on earnings still provides an impressive investment opportunity--a way to have
money grow faster due to tax-deferred compounding.

- 29
<PAGE> 80

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 30

Even if your IRA contribution is no longer deductible, the benefits of saving
on a tax-deferred basis can be substantial. The following tables illustrate the
benefits of tax-deferred versus taxable compounding. Each reflects a constant
10% rate of return, compounded annually, with the reinvestment of all proceeds.
The tables do not take into account any sales charges or fees. Of course,
earnings accumulated in your IRA will be subject to tax upon withdrawal. If you
choose a mutual fund with a fluctuating net asset value, like the Fund, your
bottom line at retirement could be lower--it could also be much higher.

$2,000 INVESTED ANNUALLY ASSUMING A 10% ANNUALIZED RETURN

15% Tax Bracket Single -- $0-$22,750
Joint -- $0-$38,000

<TABLE>
<CAPTION>
HOW MUCH YOU
END OF CUMULATIVE HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT HAVE WITHOUT IRA DEDUCTION
<S> <C> <C> <C>
------------------------------------------------------------------------------------------------
1 $ 2,000 $ 1,844 $ 2,200
------------------------------------------------------------------------------------------------
5 10,000 10,929 13,431
------------------------------------------------------------------------------------------------
10 20,000 27,363 35,062
------------------------------------------------------------------------------------------------
15 30,000 52,074 69,899
------------------------------------------------------------------------------------------------
20 40,000 89,231 126,005
------------------------------------------------------------------------------------------------
25 50,000 145,103 216,364
------------------------------------------------------------------------------------------------
30 60,000 229,114 361,887
------------------------------------------------------------------------------------------------
35 70,000 355,438 596,254
------------------------------------------------------------------------------------------------
40 80,000 545,386 973,704
------------------------------------------------------------------------------------------------
</TABLE>

[Without IRA--investment of $1,700 ($2,000 less 15%) earning 8.5% (10% less
15%)]

28% Tax Bracket Single -- $22,751-$55,100
Joint -- $38,001-$91,850

<TABLE>
<CAPTION>
HOW MUCH YOU
END OF CUMULATIVE HAVE WITHOUT HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT IRA NO DEDUCTION DEDUCTION
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
1 $ 2,000 $ 1,544 $ 1,584 $ 2,200
--------------------------------------------------------------------------------------------------
5 10,000 8,913 9,670 13,431
--------------------------------------------------------------------------------------------------
10 20,000 21,531 25,245 35,062
--------------------------------------------------------------------------------------------------
15 30,000 39,394 50,328 69,899
--------------------------------------------------------------------------------------------------
20 40,000 64,683 90,724 126,005
--------------------------------------------------------------------------------------------------
25 50,000 100,485 155,782 216,364
--------------------------------------------------------------------------------------------------
30 60,000 151,171 260,559 361,887
--------------------------------------------------------------------------------------------------
35 70,000 222,927 429,303 596,254
--------------------------------------------------------------------------------------------------
40 80,000 324,512 701,067 973,704
--------------------------------------------------------------------------------------------------
</TABLE>

[Without IRA--investment of $1,440 ($2,000 less 28%) earning 7.2% (10% less
28%)]
[With IRA--No Deduction--investment of $1,440 ($2,000 less 28%) earning 10%]

31% Tax Bracket Single -- $55,101-$115,000
Joint -- $91,851-$140,000

<TABLE>
<CAPTION>
HOW MUCH YOU
END OF CUMULATIVE HAVE WITHOUT HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT IRA NO DEDUCTION DEDUCTION
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
1 $ 2,000 $ 1,475 $ 1,518 $ 2,200
--------------------------------------------------------------------------------------------------
5 10,000 8,467 9,268 13,431
--------------------------------------------------------------------------------------------------
10 20,000 20,286 24,193 35,062
--------------------------------------------------------------------------------------------------
15 30,000 36,787 48,231 69,899
--------------------------------------------------------------------------------------------------
20 40,000 59,821 86,943 126,005
--------------------------------------------------------------------------------------------------
25 50,000 91,978 149,291 216,364
--------------------------------------------------------------------------------------------------
30 60,000 136,868 249,702 361,887
--------------------------------------------------------------------------------------------------
35 70,000 199,536 411,415 596,254
--------------------------------------------------------------------------------------------------
40 80,000 287,021 671,855 973,704
--------------------------------------------------------------------------------------------------
</TABLE>

[Without IRA--investment of $1,380 ($2,000 less 31%) earning 6.9% (10% less
31%)]
[With IRA--No Deduction--investment of $1,380 ($2,000 less 31%) earning 10%]

- 30
<PAGE> 81

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 31

36% Tax Bracket* Single -- $115,001-$250,000
Joint -- $140,001-$250,000

<TABLE>
<CAPTION>
HOW MUCH YOU
END OF CUMULATIVE HAVE WITHOUT HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT IRA NO DEDUCTION DEDUCTION
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
1 $ 2,000 $ 1,362 $ 1,408 $ 2,200
--------------------------------------------------------------------------------------------------
5 10,000 7,739 8,596 13,431
--------------------------------------------------------------------------------------------------
10 20,000 18,292 22,440 35,062
--------------------------------------------------------------------------------------------------
15 30,000 32,683 44,736 69,899
--------------------------------------------------------------------------------------------------
20 40,000 52,308 80,643 126,005
--------------------------------------------------------------------------------------------------
25 50,000 79,069 138,473 216,364
--------------------------------------------------------------------------------------------------
30 60,000 115,562 231,608 361,887
--------------------------------------------------------------------------------------------------
35 70,000 165,327 381,602 596,254
--------------------------------------------------------------------------------------------------
40 80,000 233,190 623,170 973,704
--------------------------------------------------------------------------------------------------
</TABLE>

[Without IRA--investment of $1,280 ($2,000 less 36%) earning 6.4% (10% less
36%)]
[With IRA--No Deduction--investment of $1,280 ($2,000 less 36%) earning 10%]

39.6% Tax Bracket* Single -- over $250,000
Joint -- over $250,000

<TABLE>
<CAPTION>
HOW MUCH YOU
END OF CUMULATIVE HAVE WITHOUT HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT IRA NO DEDUCTION DEDUCTION
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
1 $ 2,000 $ 1,281 $ 1,329 $ 2,200
--------------------------------------------------------------------------------------------------
5 10,000 7,227 8,112 13,431
--------------------------------------------------------------------------------------------------
10 20,000 16,916 21,178 35,062
--------------------------------------------------------------------------------------------------
15 30,000 29,907 42,219 69,899
--------------------------------------------------------------------------------------------------
20 40,000 47,324 76,107 126,005
--------------------------------------------------------------------------------------------------
25 50,000 70,677 130,684 216,364
--------------------------------------------------------------------------------------------------
30 60,000 101,986 218,580 361,887
--------------------------------------------------------------------------------------------------
35 70,000 143,965 360,137 596,254
--------------------------------------------------------------------------------------------------
40 80,000 200,249 588,117 973,704
--------------------------------------------------------------------------------------------------
</TABLE>

[Without IRA--investment of $1,208 ($2,000 less 39.6%) earning 6.04% (10% less
39.6%)]
[With IRA--No Deduction--investment of $1,208 ($2,000 less 39.6%) earning 10%]

<TABLE>
<CAPTION>
$2,000 SINGLE INVESTMENT AT A RETURN OF 10% COMPOUNDED ANNUALLY
TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------
10 $ 3,595 $ 3,719 $ 3,898 $ 4,008 $ 4,522 $ 5,187
------------------------------------------------------------------------------------------------------
15 4,820 5,072 5,441 5,675 6,799 8,354
------------------------------------------------------------------------------------------------------
20 6,463 6,916 7,596 8,034 10,224 13,455
------------------------------------------------------------------------------------------------------
30 11,618 12,861 14,803 16,102 23,117 34,899
------------------------------------------------------------------------------------------------------
40 20,884 23,916 28,849 32,272 52,266 90,519
------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
$2,000 INVESTED ANNUALLY AT A RETURN OF 10% COMPOUNDED ANNUALLY
TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAXABLE-- TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------
10 $ 28,006 $ 28,581 $ 29,400 $ 29,904 $ 32,192 $ 35,062
------------------------------------------------------------------------------------------------------
15 49,514 51,067 53,314 54,714 61,264 69,899
------------------------------------------------------------------------------------------------------
20 78,351 81,731 86,697 89,838 104,978 126,005
------------------------------------------------------------------------------------------------------
30 168,852 180,566 198,360 209,960 269,546 361,887
------------------------------------------------------------------------------------------------------
40 331,537 364,360 415,973 450,711 641,631 973,704
------------------------------------------------------------------------------------------------------
</TABLE>

*For tax years beginning after 1992, a 36% tax rate applies to all taxable
income in excess of the maximum dollar amounts subject to the 31% tax rate. In
addition, a 10% surtax (not applicable to capital gains) applies to certain
high-income taxpayers. It is computed by applying a 39.6% rate to taxable
income in excess of $250,000. The above tables do not reflect the personal
exemption phaseout nor the limitations of itemized deductions that may apply.

- 31
<PAGE> 82

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 32

THE VALUE OF STARTING YOUR IRA EARLY

The following illustrates how much more you would have contributing $2,000
each January--the earliest opportunity-- compared to contributing on April 15th
of the following year--the latest, for each tax year.

<TABLE>
<C> <S>
After 5 years $3,528 more
10 years $6,113
20 years $17,228
30 years $47,295
</TABLE>

Compounded returns for the longest period of time is the key. The above
illustration assumes a 10% rate of return and the reinvestment of all proceeds.
And it pays to shop around. If you get just 2% more per year, it can make a
big difference when you retire. A constant 8% versus 10% return, both compounded
annually, illustrates the point. This chart is based on a yearly investment of
$2,000 on January 1. After 30 years the difference can mean as much as 50% more!

FIXED RATE COMPARISON CHART BASED ON YEARLY INVESTMENT $2,000 ON JANUARY 1

<TABLE>
<CAPTION>
8% Return 10% Return
<S> <C> <C>
10 Years $ 31,291 $ 35,062
20 Years 98,846 126,005
30 Years 244,692 361,887
</TABLE>

[GRAPH]

The statistical exhibits above are for illustration purposes only and do not
reflect the actual performance for the Fund either in the past or in the future.

- 32
<PAGE> 83

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 33

APPENDIX B

TREND FUND PERFORMANCE OVERVIEW
The following table illustrates the total return on one share invested in the
Trend Fund A Class during the 10-year period ended June 30, 1995.(1) The results
reflect the reinvestment of all dividends and realized securities profits
distributions at the net asset value reported at the time of distribution. No
adjustment has been made for any income taxes payable by shareholders on income
dividends or realized securities profits distributions accepted in shares.

TREND FUND A CLASS
<TABLE>
<CAPTION>

CUMULA-
TIVE NET PERCENTAGE CHANGES DURING YEAR
ASSET ---------------------------------------------
MAXIMUM VALUE AT TREND FUND
OFFERING NET ASSET DISTRIBUTIONS YEAR-END -------------------------------------------
PRICE VALUE --------------------- WITH ALL MAXIMUM OFFERING
YEAR AT ---------------- FROM FROM DISTRIBU- PRICE NET ASSET VALUE
ENDED BEGIN- BEGIN- INVEST- REALIZED TIONS TO NET ASSET VALUE TO NET ASSET VALUE
JUNE NING OF NING OF END OF MENT SECURI- REIN- ---------------------------------------------
30 YEAR(2) YEAR YEAR INCOME TIES PROFITS VESTED ANNUAL CUMULATIVE(3) ANNUAL CUMULATIVE(4)
- ----- ------- ------- ------ ------ ------ -------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1986 $ 6.82 $ 6.43 $ 8.91 $0.128 -- $ 9.09 33.2% 33.2% 41.4% 41.4%
1987 9.45 8.91 9.12 -- -- 9.30 -3.5 36.4 2.4 44.7
1988 9.68 9.12 8.13 -- -- 8.29 -16.0 21.6 -10.9 29.0
1989 8.63 8.13 10.87 -- $0.320 11.55 31.3 69.3 39.3 79.6
1990 11.53 10.87 9.97 0.050 2.220 13.21 7.7 93.6 14.3 105.4
1991 10.58 9.97 8.92 0.050 0.520 12.57 -10.3 84.2 -4.8 95.5
1992 9.46 8.92 11.38 -- 0.160 16.25 21.9 138.2 29.3 152.8
1993 12.07 11.38 13.98 -- 1.150 21.98 27.5 222.2 35.2 241.8
1994 14.83 13.98 12.21 -- 1.940 22.11 -5.2 224.1 0.6 243.9
1995 12.95 12.21 14.21 -- 0.790 27.50 17.3 303.3 24.4 327.8
------ -----
Total Distributions $0.228 $7.100

<CAPTION>
PERCENTAGE CHANGES DURING YEAR
-------------------------------------------------------------------
YEAR STANDARD & DOW JONES CONSUMER
ENDED POOR'S 500(5) INDUSTRIAL(5) PRICE INDEX(5)
JUNE ------------------------------------------------------------------
30 ANNUAL CUMULATIVE ANNUAL CUMULATIVE ANNUAL CUMULATIVE
- ----- ------ ----------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
1986 35.9% 35.9% 47.8% 47.8% 1.7% 1.7%
1987 25.2 70.0 32.2 95.4 3.7 5.5
1988 -6.9 58.3 -8.3 79.2 3.9 9.7
1989 20.5 90.7 18.7 112.7 5.2 15.4
1990 16.5 122.1 22.7 161.0 4.7 20.7
1991 7.4 138.4 4.6 173.1 4.7 26.4
1992 13.4 170.4 17.7 221.4 3.1 30.3
1993 13.6 207.2 9.2 251.0 3.0 34.2
1994 1.4 211.5 5.9 271.9 2.5 37.6
1995 26.1 292.7 29.2 380.5 3.0 41.7
</TABLE>

- ------------------
(1) All figures prior to May 9, 1986 are adjusted for a 2-for-1 stock split
paid on that date. The Trend Fund A Class began paying 12b-1 payments on
June 1, 1992 and performance prior to that date does not reflect such
payments.
(2) Reflects a maximum sales charge of 5.75% of total investment. There are
reduced sales charges for investments of $100,000 or more.
(3) Reflects an offering price of $6.82 on June 30, 1985.
(4) Reflects a net asset value of $6.43 on June 30, 1985.
(5) Source: Lipper Analytical.

This period was one of generally rising common stock prices but also covers
several years of declining prices. The results illustrated should not be
considered as representative of dividend income or capital gain or loss which
may be realized from an investment in the Fund today.
The Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average are
industry-accepted unmanaged indices of generally-conservative securities used
for measuring general market performance. The performance illustrated for these
indices reflects the reinvestment of all distributions on a quarterly basis and
market price fluctuations. The indices do not take into account any sales charge
or other fees. In seeking a particular investment objective, the Fund's
portfolio primarily includes aggressive growth common stocks, which differ from
those in the indices.
The Consumer Price Index, as prepared by the U.S. Bureau of Labor Statistics,
is the most commonly used measure of inflation. It indicates the cost
fluctuations of a representative group of consumer goods. It does not represent
a return from an investment.

- 33
<PAGE> 84

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 34

TREND FUND PERFORMANCE OVERVIEW

The following table illustrates the total return on one share invested in the
Trend Fund B Class during the period September 6, 1994 (date of initial public
offering) through June 30, 1995. The results reflect the reinvestment of all
dividends and realized securities profits distributions at the net asset value
reported at the time of distribution. No adjustment has been made for any income
taxes payable by shareholders on income dividends or realized securities profits
distributions accepted in shares.

TREND FUND B CLASS
<TABLE>
<CAPTION>

CUMULA-
TIVE NET
ASSET PERCENTAGE CHANGES DURING YEAR
MAXIMUM VALUE AT ---------------------------------------------
OFFERING NET ASSET DISTRIBUTIONS YEAR-END TREND FUND
PRICE VALUE --------------------- WITH ALL -------------------------------------------
PERIOD AT ---------------- FROM FROM DISTRIBU- RETURNS INCLUDING RETURNS EXCLUDING
ENDED BEGIN- BEGIN- INVEST- REALIZED TIONS CDSC(1) CDSC(1)
JUNE NING OF NING OF END OF MENT SECURI- REIN- ---------------------------------------------
30 YEAR YEAR YEAR INCOME TIES PROFITS VESTED ANNUAL CUMULATIVE(2) ANNUAL CUMULATIVE(2)
- ------ ------- ------- ------ ------ ------ -------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $12.11 $ 12.11 $14.13 -- -- $14.13 12.7% 12.7% 16.7 % 16.7%
------ -----
Total Distributions $0.000 $0.000

<CAPTION>
PERCENTAGE CHANGES DURING YEAR
--------------------------------------------------------------------
PERIOD STANDARD & DOW JONES CONSUMER
ENDED POOR'S 500(3) INDUSTRIAL(3) PRICE INDEX(3)
JUNE -------------------------------------------------------------------
30 ANNUAL CUMULATIVE ANNUAL CUMULATIVE ANNUAL CUMULATIVE
- ------- ------ ----------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
1995 18.3% 18.3% 19.9% 19.9% 2.4 % 2.4%
</TABLE>

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

(1) The return provided below is on an aggregate basis. Total return for this
short of a time period may not be representative of longer-term results.
(2) Reflects a net asset value of $12.11 on September 2, 1994.
(3) Source: Lipper Analytical.

The Consumer Price Index, as prepared by the U.S. Bureau of Labor Statistics,
is the most commonly used measure of inflation. It indicates the cost
fluctuations of a representative group of consumer goods. It does not represent
a return from an investment.

- 34
<PAGE> 85

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 35

TREND FUND PERFORMANCE OVERVIEW

The following table illustrates the total return on one share invested in the
Trend Fund Institutional Class(1) during the 10-year period ended June 30, 1995.
The results reflect the reinvestment of all dividends and realized securities
profits distributions at the net asset value reported at the time of
distribution. No adjustment has been made for any income taxes payable by
shareholders on income dividends or realized securities profits distributions
accepted in shares.

TREND FUND INSTITUTIONAL CLASS

CUMULA-
TIVE NET
ASSET PERCENTAGE CHANGES DURING YEAR
MAXIMUM VALUE AT --------------------------------------------
OFFERING NET ASSET DISTRIBUTIONS YEAR-END TREND FUND
PRICE VALUE --------------------- WITH ALL --------------------
YEAR AT ---------------- FROM FROM DISTRIBU- NET ASSET VALUE STANDARD &
ENDED BEGIN- BEGIN- INVEST- REALIZED TIONS TO NET ASSET VALUE POOR'S 500(3)
JUNE NING OF NING OF END OF MENT SECURI- REIN- --------------------------------------------
30 YEAR(2) YEAR YEAR INCOME TIES PROFITS VESTED ANNUAL CUMULATIVE(1) ANNUAL CUMULATIVE
- ----- ------- ------- ------ ------ ------ -------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1986 $ 6.43 $ 6.43 $8.91 $0.128 -- $ 9.09 41.4 % 41.4% 35.9 % 35.9%
1987 8.91 8.91 9.12 -- -- 9.30 2.4 44.7 25.2 70.0
1988 9.12 9.12 8.13 -- -- 8.29 -10.9 29.0 -6.9 58.3
1989 8.13 8.13 10.87 -- $0.320 11.55 39.3 79.6 20.5 90.7
1990 10.87 10.87 9.97 0.050 2.220 13.21 -4.3 105.4 16.5 122.1
1991 9.97 9.97 8.92 0.050 0.520 12.57 14.8 95.5 7.4 138.4
1992 8.92 8.92 11.38 -- 0.160 16.25 29.3 152.8 13.4 170.4
1993 11.38 11.38 13.99 -- 1.150 21.98 35.3 242.1 13.6 207.2
1994 13.99 13.99 12.25 -- 1.940 22.11 0.8 244.9 1.4 211.5
1995 12.25 12.25 14.30 -- 0.790 27.50 24.7 330.3 26.1 292.7
------ -----
Total Distributions $0.228 $7.100

<CAPTION>
PERCENTAGE CHANGES DURING YEAR
--------------------------------------------
YEAR DOW JONES CONSUMER
ENDED INDUSTRIAL(3) PRICE INDEX(3)
JUNE -------------------------------------------
30 ANNUAL CUMULATIVE ANNUAL CUMULATIVE
------ ----------- ------ -----------
<S> <C> <C> <C> <C>
1986 47.8% 47.8% 1.7 % 1.7%
1987 32.2 95.4 3.7 5.5
1988 -8.3 79.2 3.9 9.7
1989 18.7 112.7 5.2 15.4
1990 22.7 161.0 4.7 20.7
1991 4.6 173.1 4.7 26.4
1992 17.7 221.4 3.1 30.3
1993 9.2 251.0 3.0 34.2
1994 5.9 271.9 2.5 37.6
1995 29.2 380.5 3.0 41.7
</TABLE>

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

(1) Performance for Trend Fund Institutional Class for periods prior to November
23, 1992 (date of initial public offering) is calculated by taking the
performance of the Trend Fund A Class and adjusting it to reflect the
elimination of all sales charges.
(2) Reflects a net asset value of $6.43 on June 30, 1985.
(3) Source: Lipper Analytical.

- 35
<PAGE> 86

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 36

APPENDIX C

THE COMPANY LIFE CYCLE
Traditional business theory contends that a typical company progresses through
basically four stages of development, keyed closely to a firm's sales.
1. EMERGING GROWTH--a period of experimentation in which the company builds
awareness of a new product or firm.
2. ACCELERATED DEVELOPMENT--a period of rapid growth with potentially high
profitability and acceptance of the product.
3. MATURING PHASE--a period of diminished real growth due to dependence on
replacement or sustained product demand.
4. CYCLICAL STAGE--a period in which a company faces a potential saturation of
demand for its product. At this point, a firm either diversifies or becomes
obsolete.

Hypothetical Corporate Life Cycle Chart shows in a line illustration, the
stages that a typical company would go through, beginning with the emerging
state where sales growth continues at a steep pace to the mature phase where
growth levels off to the cyclical stage where sales show more definitive highs
and lows.

[GRAPH]

The above chart illustrates the path traditionally followed by companies that
successfully survive the growth sequence.

- 36
<PAGE> 87

DELAWARE GROUP TREND FUND, INC.-PART B--PAGE 37

FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditors for the Fund and, in its
capacity as such, audits the financial statements contained in the Fund's Annual
Report. The Fund's Statement of Net Assets, Statement of Operations, Statement
of Changes in Net Assets and Notes to Financial Statements, as well as the
report of Ernst & Young LLP, independent auditors, for the fiscal year ended
June 30, 1995 are included in the Fund's Annual Report to shareholders. The
financial statements, the notes relating thereto and the report of Ernst & Young
LLP listed above are incorporated by reference from the Annual Report into this
Part B.

- 37
<PAGE> 88

The Delaware Group includes funds
with a wide range of investment objectives.
Stock funds, income funds, tax-free funds,
money market funds, global and international
funds and closed-end equity funds give
investors the ability to create a portfolio
that fits their personal financial goals.
For more information, shareholders
of the Fund Classes should contact
their financial adviser or call
Delaware Group at 800-523-4640,
in Philadelphia call 215-988-1333
and shareholders of the Institutional Class
should contact Delaware Group at 800-828-5052.

INVESTMENT MANAGER
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA 19103

NATIONAL DISTRIBUTOR
Delaware Distributors, L.P.
1818 Market Street
Philadelphia, PA 19103

SHAREHOLDER SERVICING,
DIVIDEND DISBURSING
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA 19103

LEGAL COUNSEL
Stradley, Ronon, Stevens & Young
One Commerce Square
Philadelphia, PA 19103

INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA 19103

CUSTODIAN
Chemical Bank
450 West 33rd Street
New York, NY 10001

AI-003/AI-064/AI-043 [--] BP1095

- ------------------------------------------------------
TREND FUND
- ------------------------------------------------------
A CLASS
- ------------------------------------------------------
B CLASS
- ------------------------------------------------------
INSTITUTIONAL CLASS
- ------------------------------------------------------
CLASSES OF DELAWARE GROUP
- ------------------------------------------------------
TREND FUND, INC.
- ------------------------------------------------------

PART B
STATEMENT OF
ADDITIONAL INFORMATION
- ------------------------------------------------------
OCTOBER 31, 1995
DELAWARE
GROUP
--------