DELAWARE GROUP EQUITY FUNDS III, 497, 2000-01-28

DELAWARE GROUP EQUITY FUNDS III
497, 2000-01-28

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<PAGE>
DELAWARE
INVESTMENTS(SM)
- ---------------------
Philadelphia o London

Delaware
Technology and
Innovation Fund

Class A o Class B o Class C

Prospectus December 22, 1999

(as revised January 20, 2000)

Growth of Capital Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy of this prospectus, and any
representation to the contrary is a criminal offense.

<PAGE>

Table of contents

................................................................................
Fund profile page 2
Delaware Technology and Innovation Fund 2
................................................................................
How we manage the Fund page 4
Our investment strategies 4
The securities we typically invest in 5
The risks of investing in the Fund 7
................................................................................
Who manages the Fund page 9
Investment manager 9
Portfolio managers 9
Fund administration (Who's who) 10
................................................................................
About your account page 11
Investing in the Fund 11
Choosing a share class 11
How to reduce your sales charge 13
How to buy shares 14
Retirement plans 15
How to redeem shares 16
Account minimums 17
Special services 18
Dividends, distributions and taxes 19
................................................................................
Certain management considerations page 20
................................................................................
Financial highlights page 21

1
<PAGE>

Profile: Delaware Technology and Innovation Fund

What is the Fund's goal?
Delaware Technology and Innovation Fund seeks to provide long-term capital
growth. Although the Fund will strive to meet its goal, there is no assurance
that it will.

Who should invest in the Fund
o Investors with long-term financial goals.
o Investors seeking an investment primarily in common stocks.
o Investors seeking exposure to the capital appreciation opportunities
of companies believed to benefit from technological advances and
improvements.

Who should not invest in the Fund
o Investors with short-term financial goals.
o Investors whose primary goal iscurrent income.
o Investors who are unwilling to accept share prices that may fluctuate,
sometimes significantly over the short term.
o Investors unwilling to accept the risks of a non-diversified, more
concentrated fund focusing on companies believed to benefit from
technological advances and improvements.

What are the Fund's main investment strategies? We invest primarily in stocks we
believe will benefit from technological advances and improvements. We strive to
identify companies that offer above-average opportunities for long-term price
appreciation because they are poised to benefit from the development,
advancement and use of technology or from innovations that may indirectly
benefit from technology. The stocks can be of any size or market capitalization,
including securities of emerging or other growth-oriented companies.

The Fund uses a bottom-up approach to stock selection that seeks companies that
are market leaders, have strong product cycles, innovative concepts or may
benefit from industry trends. We look at estimated growth rates, market
capitalization and cash flows as we strive to determine how attractive a company
is relative to other companies.

What are the main risks of investing in the Fund? Investing in any mutual fund
involves risk, including the risk that you may lose part or all of the money you
invest. The price of Fund shares will increase and decrease according to changes
in the value of the Fund's investments. This Fund will be affected by declines
in stock prices. Although the Fund will not invest more than 25% of its net
assets in any one industry, the Fund will be highly concentrated in the
industries that are poised to benefit from technology or from innovations that
may indirectly benefit from technology. Therefore, the Fund may be particularly
sensitive to changes in the general market and economic conditions that affect
those industries. Companies in the rapidly changing field of technology and in
fields that may benefit from innovation and technology often face special risks.
For example, their products may not prove commercially successful or may become
obsolete quickly. Earnings disappointments can result in sharp price declines. A
portfolio focused primarily on these stocks is likely to be much more volatile
than one with exposure to a greater variety of industries, especially in the
short run.

In addition, the Fund may invest in smaller companies that involve greater risk
than other companies due to their size, narrow product lines, limited financial
resources and greater sensitivity to economic conditions. Stocks of smaller
companies may experience more volatile price fluctuations, especially over the
short term.

Delaware Technology and Innovation Fund is considered "non-diversified" under
the federal laws and rules that regulate mutual funds. That means the Fund may
allocate more of its net assets to investments in single securities than a
"diversified" fund. Thus, adverse effects on an investment held by the Fund may
affect a larger portion of overall assets and subject the Fund to greater risk.

For a more complete discussion of risk, please turn to page 7.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

You should keep in mind that an investment in the Fund is not a complete
investment program; it should be considered just one part of your total
financial plan. Be sure to discuss this Fund with your financial adviser to
determine whether it is an appropriate choice for you.

2
<PAGE>

What are the Fund's fees and expenses?
Sales charges are fees paid directly from your investments when you buy or sell
shares of the Fund.

CLASS A B C
<S> <C> <C> <C>
Maximum sales charge (load) imposed on
purchases as a percentage of offering price 5.75% none none
Maximum contingent deferred sales charge
(load) as a percentage of original purchase
price or redemption price, whichever is lower none(1) 5%(2) 1%(3)
Maximum sales charge (load) imposed on
reinvested dividends none none none
Redemption fees none none none
</TABLE>

Annual fund operating expenses are deducted from the Fund's assets.
<TABLE>
<CAPTION>

CLASS A B C
<S> <C> <C> <C>
Management fees 0.75% 0.75% 0.75%
Distribution and service (12b-1) fees 0.25%(4) 1.00% 1.00%
Other expenses(5) 0.78% 0.78% 0.78%
Total operating expenses 1.78% 2.53% 2.53%
Fee waivers and payments(6) (0.33%) (0.33%) (0.33%)
Net expenses 1.45% 2.20% 2.20%
</TABLE>

This example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Fund expenses on a hypothetical
investment of $10,000 with an annual 5% return over the time shown.(7) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.

CLASS(8) A B B C C
(if redeemed) (if redeemed)
1 year $714 $228 $723 $228 $323
3 years $1,073 $756 $1,056 $756 $756

(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial adviser who is
paid a commission, a contingent deferred sales charge will apply to
redemptions made within two years of purchase. Additional Class A purchase
options that involve a contingent deferred sales charge may be permitted
from time to time and will be disclosed in the prospectus if they are
available.
(2) If you redeem Class B shares during the first year after you buy them, you
will pay a contingent deferred sales charge of 5%, which declines to 4%
during the second year, 3% during the third and fourth years, 2% during the
fifth year, 1% during the sixth year, and 0% thereafter.
(3) Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.
(4) The Board of Trustees set the 12b-1 plan expenses for the Fund's Class A
shares at 0.25%. Expenses under the 12b-1 plan will not be more than 0.30%.
(5) Other expenses are based on estimated amounts for the current fiscal year.
(6) The investment manager has contracted to waive fees and pay expenses
through August 31, 2001 in order to prevent total operating expenses
(excluding any 12b-1 plan expenses, taxes, interest, brokerage fees, and
extraordinary expenses) from exceeding 1.20% of average daily net assets.
(7) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. This example reflects the net operating
expenses with expense waivers for year one and the total operating expenses
without expense waivers for years two and three.
(8) Class B shares automatically convert to Class A shares at the end of the
eighth year. The example does not assume this conversion since it only
reflects expenses for one and three years.

<PAGE>

How we manage the Fund

Our investment strategies

We research individual companies and analyze economic and market conditions,
seeking to identify the securities or market sectors that we think are the best
investments for the Fund. The following describes how the portfolio managers
pursue the Fund's investment goal.

We take a disciplined approach to investing, combining investment strategies and
risk management techniques that can help shareholders meet their goals.

We strive to identify companies of any size that offer above-average
opportunities for long-term price appreciation. At least 65% of the Fund's
assets will be invested in common stocks issued by companies that we believe are
poised to benefit from the development, advancement and use of technology or
from innovations that may indirectly benefit from technology. In striving to
identify such companies, we will evaluate a company's managerial skills,
strategic focus, product development, position in its industry or relevant
markets, and innovative concepts.

Some industries likely to be represented in the portfolio are:

o computer software and hardware;

o semiconductor, minicomputers and peripheral equipment;

o telecommunication, media and information services;

o environmental services, chemicals and synthetic materials;

o defense and commercial electronics;

o data storage and retrieval; and

o biotechnology, health care and medical supplies.

The Fund uses a bottom-up approach to stock selection. We look at estimated
growth rates, market capitalization and cash flows of individual companies as we
strive to determine how attractive a company is relative to other companies.

We also rely on our own research in selecting companies for the portfolio. That
research might include one-on-one meetings with executives, company competitors,
industry experts and customers. Our goal is to select companies that are likely
to perform well over an extended time frame.

Delaware Technology and Innovation Fund's investment objective - to seek
long-term capital growth - is non-fundamental. This means that the Board of
Trustees may change the objective without obtaining shareholder approval. If the
objective were changed, we would notify shareholders before the change in the
objective became effective.

How to use
this glossary
The glossary includes definitions of investment terms used throughout the
prospectus. If you would like to know the meaning of an investment term that is
not explained in the text please check the glossary.

Glossary A-C

Amortized cost
Amortized cost is a method used to value a fixed-income security that starts
with the face value of the security and then adds or subtracts from that value
depending on whether the purchase price was greater or less than the value of
the security at maturity. The amount greater or less than the par value is
divided equally over the time remaining until maturity.

Average maturity
An average of when the individual bonds and other debt securities held in a
portfolio will mature.

<PAGE>

The securities we typically invest in

Stocks offer investors the potential for capital appreciation, and may pay
dividends as well.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common stocks: Securities that represent shares of ownership We invest at least 65% of the Fund's total assets in equity
in a corporation. Stockholders participate in the securities (including common stocks and convertible
corporation's profits and losses, proportionate to the securities). Generally, however, we invest 85% to 100% of
number of shares they own. net assets in common stock. The Fund may invest in common
stocks of any market capitalization.

Foreign securities and American Depositary Receipts: Although the Fund may invest up to 25% of its net assets in
Securities of foreign entities issued directly or, in the foreign securities, we have no present intention of doing
case of American Depositary Receipts, through a U.S. bank. so. We may invest without limit in ADRs and will do so when
ADRs represent a bank's holdings of a stated number of we believe they offer greater value and greater appreciation
shares of a foreign corporation. An ADR entitles the holder potential than U.S. securities.
to all dividends and capital gains earned by the underlying
foreign shares. ADRs are bought and sold the same as U.S.
securities.

Convertible securities: Usually preferred stocks or The Fund may invest in convertible securities and selects
corporate bonds that can be exchanged for a set number of them on the basis of the common stock into which they can be
shares of common stock at a predetermined price. converted, not on the basis of the debt ratings of the
convertible securities.

Repurchase agreements: An agreement between a buyer, such as Typically, the Fund uses repurchase agreements as a
the Fund, and seller of securities in which the seller short-term investment for the Fund's cash position. In order
agrees to buy the securities back within a specified time at to enter into these repurchase agreements, the Fund must
the same price the buyer paid for them, plus an amount equal have collateral of at least 102% of the repurchase price.
to an agreed upon interest rate. Repurchase agreements are The Fund may not have more than 10% of its total assets in
often viewed as equivalent to cash. repurchase agreements with maturities of over seven days.
The Fund will only enter into repurchase agreements in which
the collateral is composed of U.S. government securities.

Restricted securities: Privately placed securities whose The Fund may invest without limitation in liquid, privately
resale is restricted under securities law. placed securities that are eligible for resale only among
certain institutional buyers without registration, including
"Rule 144A Securities."

Options and futures: Options represent a right to buy or If we have stocks that appreciated in price, we may want to
sell a security at an agreed upon price at a future date. protect those gains when we anticipate adverse conditions.
The purchaser of an option may or may not choose to go We might use options or futures to neutralize the effect of
through with the transaction. any price declines, without selling the security. We might
also use options or futures to gain exposure to a particular
market segment without purchasing individual securities in
that segment. We might use this approach if we had excess
cash that we wanted to invest quickly.

Futures contracts are agreements for the purchase or sale of
securities at a specified price, on a specified date. Unlike We might use covered call options if we believe that doing
an option, a futures contract must be executed unless it is so would help the Fund to meet its investment objective.
sold before the settlement date.

Certain options and futures may be considered to be Use of these strategies can increase the operating costs of
derivative securities. the Fund and can lead to loss of principal.

Illiquid securities: Securities that do not have a ready The Fund may invest no more than 15% of net assets in
market, and cannot be easily sold within seven days at illiquid securities.
approximately the price that a fund has valued them.
Illiquid securities include repurchase agreements maturing
in more than seven days.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Bond
A debt security, like an IOU, issued by a company, municipality or government
agency. In return for lending money to the issuer, a bond buyer generally
receives fixed periodic interest payments and repayment of the loan amount on a
specified maturity date. A bond's price changes prior to maturity and is
inversely related to current interest rates. When interest rates rise, bond
prices fall, and when interest rates fall, bond prices rise.

Bond ratings
Independent evaluations of creditworthiness, ranging from Aaa/AAA (highest
quality) to D (lowest quality). Bonds rated Baa/BBB or better are considered
investment grade. Bonds rated Ba/BB or lower are commonly known as junk bonds.
See also Nationally recognized statistical rating organization.

Capital
The amount of money you invest.

5
<PAGE>

How we manage the Fund (continued)

The Fund may also invest in other securities including warrants, preferred
stocks, and bonds. Please see the Statement of Additional Information for
additional descriptions of these securities as well as other securities in which
the Fund may invest.

Lending securities The Fund may lend up to 25% of its assets to qualified
dealers and institutional investors for their use in security transactions.

Purchasing securities on a when-issued or delayed delivery basis The Fund may
buy or sell securities on a when-issued or delayed delivery basis; that is,
paying for securities before delivery or taking delivery at a later date. The
Fund will designate cash or securities in amounts sufficient to cover its
obligations, and will value the designated assets daily.

Temporary defensive positions In response to unfavorable market conditions, the
Fund may make temporary investments in bonds, cash or cash equivalents. These
investments may not be consistent with the Fund's investment objective.

Portfolio turnover We anticipate that the Fund will have an annual portfolio
turnover of more than 100%. A turnover rate of 100% would occur if the Fund sold
and replaced securities valued at 100% of its net assets within one year. High
turnover rate can result in higher brokerage costs and higher taxable gains for
the investor.

C-D

Capital appreciation
An increase in the value of an investment.

Capital gains distributions
Payments to mutual fund shareholders of profits (realized gains) from the sale
of a fund's portfolio securities. Usually paid once a year; may be either
short-term gains or long-term gains.

Commission
The fee an investor pays to a financial adviser for investment advice and help
in buying or selling mutual funds, stocks, bonds or other securities.

Compounding
Earnings on an investment's previous earnings.

Consumer Price Index (CPI)
Measurement of U.S. inflation; represents the price of a basket of commonly
purchased goods.

6
<PAGE>

The risks of investing in the Fund

Market risk is the risk that all or a majority of the We maintain a long-term approach and focus on securities
securities in a certain market--like the stock or bond that we believe can continue to provide returns over an
market--will decline in value because of factors such as extended period of time regardless of interim market
economic conditions, future expectations or investor fluctuations. Generally, we do not try to predict overall
confidence. market movements or trade for short-term purposes.

We may hold a substantial part of the Fund's assets in cash
or cash equivalents as a temporary, defensive strategy.

Industry and security risk is the risk that the value of Although the Fund will not invest more than 25% of its net
securities in a particular industry or the value of an assets in one industry, it will concentrate its investments
individual stock or bond will decline because of changing in companies that we believe will benefit from technological
expectations for the performance of that industry or for the advances and innovation. As a result, the value of Fund
individual company issuing the stock. shares can be expected to fluctuate in response to factors
affecting the industries in which these companies operate,
and may fluctuate more widely than a fund that invests in a
broader range of industries. The Fund may be more
susceptible to any single economic, political or regulatory
occurrence affecting these companies.

To seek to reduce these risks, we limit the amount of the
Fund's assets invested in any one industry and we follow a
rigorous selection process before choosing securities for
the Fund.

Interest rate risk is the risk that securities, particularly The Fund can invest in small or mid-cap companies and we
bonds with longer maturities, will decrease in value if seek to address the potential interest rate risks associated
interest rates rise and increase in value if interest rates with those holdings by analyzing each company's financial
fall. However, investments in equity securities issued by situation and its cash flow to determine the company's
small and medium-sized companies, which often borrow money ability to finance future expansion and operations. As
to finance operations, may also be adversely affected by appropriate, the potential impact that rising interest rates
rising interest rates. might have on a stock is taken into consideration before a
stock is purchased.

Foreign risk is the risk that foreign securities may be Currently, the Fund intends to invest only a small portion
adversely affected by political instability, changes in of its portfolio in ADRs. If we were to purchase foreign
currency exchange rates, foreign economic conditions or securities, they would often be denominated in U.S. dollars.
inadequate regulatory and accounting standards. We also tend to avoid markets where we believe accounting
principles or the regulatory structure are underdeveloped.

Company size risk is the risk that prices of small and The Fund seeks opportunities among companies of all sizes.
medium-size companies may be more volatile than larger However, because the Fund does not concentrate specifically
companies because of limited financial resources or on small or medium-size companies, this risk may be balanced
dependence on narrow product lines. by holdings of larger companies.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Contingent deferred sales charge (CDSC)
Fee charged by some mutual funds when shares are redeemed (sold back to the
fund) within a set number of years; an alternative method for investors to
compensate a financial adviser for advice and service, rather than an up-front
commission.

Corporate bond
A debt security issued by a corporation. See Bond.

Depreciation
A decline in an investment's value.

Diversification
The process of spreading investments among a number of different securities,
asset classes or investment styles to reduce the risks of investing.

7
<PAGE>
How we manage the Fund (continued)

Liquidity risk is the possibility that securities cannot be We limit exposure to illiquid securities.
readily sold within seven days at approximately the price
that a fund values them.

Non-diversified funds are believed to be subject to greater The Fund will not be diversified under the 1940 Act.
risks because adverse effects on their security holdings may Non-diversified investment companies have the flexibility to
affect a larger portion of their overall assets. invest as much as 50% of their assets in as few as two
issuers with no single issuer accounting for more than 25%
of the portfolio. The remaining 50% of the portfolio must be
diversified so that no more than 5% of a fund's assets is
invested in the securities of a single issuer.

Futures and options risk is the possibility that a fund may We will not use futures and options for speculative reasons.
experience a significant loss if it employs an options or We may use futures and options to protect gains in the
futures strategy related to a security or a market index and portfolio without actually selling a security. We may also
that security or index moves in the opposite direction from use options and futures to quickly invest excess cash so
what the portfolio manager anticipated. Futures and options that the portfolio is generally fully invested.
also involve additional expenses, which could reduce any
benefit or increase any loss to a fund from using the
strategy.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

D-I

Dividend distribution
Payments to mutual fund shareholders of dividends passed along from the fund's
portfolio of securities.

Duration
A measurement of a fixed-income investment's price volatility. The larger the
number, the greater the likely price change for a given change in interest
rates.

Expense ratio
A mutual fund's total operating expenses, expressed as a percentage of its total
net assets. Operating expenses are the costs of running a mutual fund, including
management fees, offices, staff, equipment and expenses related to maintaining
the fund's portfolio of securities and distributing its shares. They are paid
from the fund's assets before any earnings are distributed to shareholders.

8
<PAGE>

Who manages the Fund

Investment The Fund is managed by Delaware Management Company, a series
manager of Delaware Management Business Trust, which is an indirect,
wholly owned subsidiary of Delaware Management Holdings,
Inc. Delaware Management Company makes investment decisions
for the Fund, manages the Fund's business affairs and
provides daily administrative services. For its services to
the Fund, Delaware Management Company will receive the
following annual fee from the Fund.

Fee based on average daily net assets

0.75% on the first $500 million;
0.70% on the next $500 million;
0.65% on the next $1.5 billion;
0.60% on assets in excess of $2.5 billion

Portfolio Jeffrey W. Hynoski has primary responsibility for making
managers day-to-day investment decisions for Delaware Technology and
Innovation Fund. In making decisions for the Fund, Mr. Hynoski
regularly consults with Gerald S. Frey, Senior Portfolio Manager
of the Delaware growth team.

Jeffrey W. Hynoski, Vice President, Portfolio Manager, joined
Delaware Investments in 1998. Previously, he served as a Vice
President at Bessemer Trust Company in the mid and large
capitalization growth equity group, where he specialized in the
areas of science, technology and telecommunications. Prior to
that, Mr. Hynoski held positions at Lord Abbett & Co. and Cowen
Asset Management. Mr. Hynoski holds a BS in Finance from the
University of Delaware and an MBA with a concentration in
Investments/Portfolio Management/Financial Economics from Pace
University. Mr. Hynoski has been managing the Fund since its
inception.

Gerald S. Frey, Senior Vice President/Senior Portfolio Manager,
has 22 years' experience in the money management business and
holds a BA in Economics from Bloomsburg University and attended
Wilkes College and New York University. Prior to joining Delaware
Investments in 1996, he was a Senior Director with Morgan
Grenfell Capital Management in New York.

Financial adviser
Financial professional (e.g., broker, banker, accountant, planner or insurance
agent) who analyzes clients' finances and prepares personalized programs to meet
objectives.

Fixed-income securities
With fixed-income securities, the money you originally invested is paid back at
a pre-specified maturity date. These securities, which include government,
corporate or municipal bonds, as well as money market securities, typically pay
a fixed rate of return (often referred to as interest). See Bond.

Inflation
The increase in the cost of goods and services over time. U.S. inflation is
frequently measured by changes in the Consumer Price Index (CPI).

Investment goal
The objective, such as long-term capital growth or high current income, that a
mutual fund pursues.

<PAGE>

Who manages the Fund (continued)

Who's who?

The following information shows the various organizations involved with
managing, administering, and servicing the Delaware Investments funds.
<TABLE>
<CAPTION>

-------------------
Board of Trustees
-------------------
|
- ------------------------------ ------------------------------- --------------------------
Investment manager | | The Fund | | Custodian |
Delaware Management Company | -----------| | -------- | The Chase Manhattan Bank |
One Commerce Square | | | | 4 Chase Metrotech Center |
Philadelphia, PA 19103 | | | | Brooklyn, NY 11245 |
- ------------------------------ ------------------------------- --------------------------
| | |
- ------------------------------ ------------------------------ ----------------------------------
| Portfolio managers | | Distributor | | Service agent |
| (see page 9 for details) | | Delaware Distributors, L.P.| | Delaware Service Company, Inc. |
- ------------------------------| | 1818 Market Street | | 1818 Market Street |
| Philadelphia, PA 19103 | | Philadelphia, PA 19103 |
------------------------------ ----------------------------------
| |

------------------------------
| Financial advisers |
------------------------------
| |
------------------------------
| Shareholders |
------------------------------

</TABLE>

Board of Trustees A mutual fund is governed by a Board of Trustees which has
oversight responsibility for the management of the fund's business affairs.
Trustees establish procedures and oversee and review the performance of the
investment manager, the distributor and others that perform services for the
fund. At least 40% of the Board of Trustees must be independent of the fund's
investment manager and distributor. These independent fund trustees, in
particular, are advocates for shareholder interests.

Investment manager An investment manager is a company responsible for selecting
portfolio investments consistent with the objective and policies stated in the
mutual fund's prospectus. The investment manager places portfolio orders with
broker/dealers and is responsible for obtaining the best overall execution of
those orders. A written contract between a mutual fund and its investment
manager specifies the services the manager performs. Most management contracts
provide for the manager to receive an annual fee based on a percentage of the
fund's average daily net assets. The manager is subject to numerous legal
restrictions, especially regarding transactions between itself and the funds it
advises.

<PAGE>

Portfolio managers Portfolio managers are employed by the investment manager to
make investment decisions for individual portfolios on a day-to-day basis.

Custodian Mutual funds are legally required to protect their portfolio
securities and most funds place them with a qualified bank custodian who
segregates fund securities from other bank assets.

Distributor Most mutual funds continuously offer new shares to the public
through distributors who are regulated as broker-dealers and are subject to NASD
Regulation, Inc. (NASD) rules governing mutual fund sales practices.

Service agent Mutual fund companies employ service agents (sometimes called
transfer agents) to maintain records of shareholder accounts, calculate and
disburse dividends and capital gains and prepare and mail shareholder statements
and tax information, among other functions. Many service agents also provide
customer service to shareholders.

Financial advisers Financial advisers provide advice to their clients--analyzing
their financial objectives and recommending appropriate funds or other
investments. Financial advisers are compensated for their services, generally
through sales commissions, and through 12b-1 and/or service fees deducted from
the fund's assets.

Shareholders Like shareholders of other companies, mutual fund shareholders have
specific voting rights, including the right to elect trustees. Material changes
in the terms of a fund's management contract must be approved by a shareholder
vote, and funds seeking to change fundamental investment objectives or policies
must also seek shareholder approval.

M-N

Management fee
The amount paid by a mutual fund to the investment adviser for management
services, expressed as an annual percentage of the fund's average daily net
assets.

Market capitalization
The value of a corporation determined by multiplying the current market price of
a share of common stock by the number of shares held by shareholders. A
corporation with one million shares outstanding and the market price per share
of $10 has a market capitalization of $10 million.

Maturity
The length of time until a bond issuer must repay the underlying loan principal
to bondholders.

10
<PAGE>
About your account

Investing in
the Fund

You can choose from a number of share classes for the Fund. Because each share
class has a different combination of sales charges, fees, and other features,
you should consult your financial adviser to determine which class best suits
your investment goals and time frame.

Choosing a share class

Class A

o Class A shares have an up-front sales charge of up to 5.75% that you pay
when you buy the shares. The offering price for Class A shares includes the
front-end sales charge.
o If you invest $50,000 or more, your front-end sales charge will be reduced.
o You may qualify for other reduced sales charges, as described in "How to
reduce your sales charge," and under certain circumstances the sales charge
may be waived; please see the Statement of Additional Information.
o Class A shares are also subject to an annual 12b-1 fee no greater than 0.30%
(currently 0.25%) of average daily net assets, which is lower than the 12b-1
fee for Class B and Class C shares.
o Class A shares generally are not subject to a contingent deferred sales
charge except in the limited circumstances described in the table below.

Class A sales charges
- ---------------------------------------------------------------------------------------------------
Sales charge as % Sales charge as % of Dealer's commission as %
Amount of purchase of offering price amount invested of offering price
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%

$50,000 but
under $100,000 4.75% 5.00% 4.00%

$100,000 but
under $250,000 3.75% 3.90% 3.00%

$250,000 but
under $500,000 2.50% 2.60% 2.00%

$500,000 but
under $1 million 2.00% 2.04% 1.60%
- ---------------------------------------------------------------------------------------------------
As shown below, there is no front-end sales charge when you purchase $1 million
or more of Class A shares. However, if your financial adviser is paid a
commission on your purchase, you will have to pay a limited contingent deferred
sales charge of 1% if you redeem these shares within the first year and 0.50% if
you redeem them within the second year unless a specific waiver of the charge
applies.
- ---------------------------------------------------------------------------------------------------
Sales charge as % Sales charge as % of Dealer's commission as %
Amount of purchase of offering price amount invested of offering price
- ---------------------------------------------------------------------------------------------------
$1 million up to $5 million none none 1.00%

Next $20 million
Up to $25 million none none 0.50%

Amount over $25 million none none 0.25%
- ---------------------------------------------------------------------------------------------------
</TABLE>

NASD Regulation, Inc. (NASD)
A self-regulating organization, consisting of brokerage firms (including
distributors of mutual funds), that is responsible for overseeing the actions of
its members.

Nationally recognized statistical rating organization (NRSRO)
A company that assesses the credit quality of bonds, commercial paper, preferred
and common stocks and municipal short-term issues, rating the probability that
the issuer of the debt will meet the scheduled interest payments and repay the
principal. Ratings are published by such companies as Moody's Investors Service,
Inc. (Moody's), Standard & Poor's Ratings Group (S&P), Duff & Phelps, Inc.
(Duff), and Fitch IBCA, Inc. (Fitch).

Net asset value (NAV)
The daily dollar value of one mutual fund share. Equal to a fund's net assets
divided by the number of shares outstanding.

11
<PAGE>

About your account (continued)

Class B

o Class B shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent
deferred sales charge if you redeem your shares within six years after you
buy them.
o If you redeem Class B shares during the first year after you buy them, the
shares will be subject to a contingent deferred sales charge of 5%. The
contingent deferred sales charge is 4% during the second year, 3% during
the third and fourth years, 2% during the fifth year, 1% during the sixth
year, and 0% thereafter.
o Under certain circumstances the contingent deferred sales charge may be
waived; please see the Statement of Additional Information.
o For approximately eight years after you buy your Class B shares, they are
subject to annual 12b-1 fees no greater than 1% of average daily net
assets, of which 0.25% are service fees paid to the distributor, dealers or
others for providing services and maintaining accounts.
o Because of the higher 12b-1 fees, Class B shares have higher expenses and
any dividends paid on these shares are lower than dividends on Class A
shares.
o Approximately eight years after you buy them, Class B shares automatically
convert into Class A shares with a 12b-1 fee of no more than 0.30%.
Conversion may occur as late as three months after the eighth anniversary
of purchase, during which time Class B's higher 12b-1 fees apply.
o You may purchase up to $250,000 of Class B shares at any one time. The
limitation on maximum purchases varies for retirement plans.

Class C

o Class C shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent
deferred sales charge of 1% if you redeem your shares within 12 months after
you buy them.
o Under certain circumstances the contingent deferred sales charge may be
waived; please see the Statement of Additional Information.
o Class C shares are subject to an annual 12b-1 fee which may not be greater
than 1% of average daily net assets, of which 0.25% are service fees paid to
the distributor, dealers or others for providing services and maintaining
shareholder accounts.
o Because of the higher 12b-1 fees, Class C shares have higher expenses and
pay lower dividends than Class A shares.
o Unlike Class B shares, Class C shares do not automatically convert into
another class.
o You may purchase any amount less than $1,000,000 of Class C shares at any
one time. The limitation on maximum purchases varies for retirement plans.

Each share class of the Fund has adopted a separate 12b-1 plan that allows it to
pay distribution fees for the sales and distribution of its shares. Because
these fees are paid out of the Fund's assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.

P-S

Preferred stock
Preferred stock has preference over common stock in the payment of dividends and
liquidation of assets. Preferred stock also often pays dividends at a fixed rate
and is sometimes convertible into common stock.

Price/earnings ratio
A measure of a stock's value calculated by dividing the current market price of
a share of stock by its annual earnings per share. A stock selling for $100 per
share with annual earnings per share of $5 has a P/E of 20.

Principal
Amount of money you invest (also called capital). Also refers to a bond's
original face value, due to be repaid at maturity.

Prospectus
The official offering document that describes a mutual fund, containing
information required by the SEC, such as investment objectives, policies,
services and fees.

12
<PAGE>

How to reduce your sales charge

We offer a number of ways to reduce or eliminate the sales charge on shares.
Please refer to the Statement of Additional Information for detailed information
and eligibility requirements. You can also get additional information from your
financial adviser. You or your financial adviser must notify us at the time you
purchase shares if you are eligible for any of these programs.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Program How it works Share class
- ------------------------------------------------------------------------------------------------------------------------------------
A B C

<S> <C> <C> <C> <C>
Letter of Intent Through a Letter of Intent you X Although the Letter of Intent and Rights
agree to invest a certain of Accumulation do not apply to the
amount in Delaware Investments purchase of Class B and C shares, you can
Funds (except money market combine your purchase of Class A shares
funds with no sales charge) with your purchase of Class B and C shares
over a 13-month period to to fulfill your Letter of Intent or qualify
qualify for reduced front-end for Rights of Accumulation.
sales charges.

Rights of Accumulation You can combine your holdings X
or purchases of all funds in
the Delaware Investments
family (except money market
funds with no sales charge) as
well as the holdings and
purchases of your spouse and
children under 21 to qualify
for reduced front-end sales
charges.

Reinvestment of redeemed Up to 12 months after you For Class A, you For Class B, your Not available.
shares redeem shares, you can will not have to account will be
reinvest the proceeds with no pay an additional credited with the
additional sales charge. front-end sales contingent deferred
charge. sales charge you
previously paid on the
amount you are
reinvesting. Your
schedule for contingent
deferred sales charges
and conversion to Class
A will not start over
again; it will pick up
from the point at which
you redeemed your
shares.

SIMPLE IRA, SEP IRA, These investment plans may X There is no reduction in sales charges for
SARSEP, Prototype Profit qualify for reduced sales Class B or Class C shares for group
Sharing, Pension, 401(k), charges by combining the purchases by retirement plans.
SIMPLE 401(k), 403(b)(7), purchases of all members of
and 457 Retirement Plans the group. Members of these
groups may also qualify to
purchase shares without a
front-end sales charge and a
waiver of any contingent
deferred sales charges.
</TABLE>

Redeem
To cash in your shares by selling them back to the mutual fund.

Risk
Generally defined as variability of value; also credit risk, inflation risk,
currency and interest rate risk. Different investments involve different types
and degrees of risk.

Sales charge
Charge on the purchase or redemption of fund shares sold through financial
advisers. May vary with the amount invested. Typically used to compensate
financial advisers for advice and service provided.

SEC (Securities and Exchange Commission)
Federal agency established by Congress to administer the laws governing the
securities industry, including mutual fund companies.

<PAGE>

About your account (continued)

How to buy shares
[GRAPHIC OMITTED]
Through your financial adviser
Your financial adviser can handle all the details of purchasing shares,
including opening an account. Your adviser may charge a separate fee for this
service.

[GRAPHIC OMITTED]
By mail
Complete an investment slip and mail it with your check, made payable to the
fund and class of shares you wish to purchase, to Delaware Investments, 1818
Market Street, Philadelphia, PA 19103-3682. If you are making an initial
purchase by mail, you must include a completed investment application (or an
appropriate retirement plan application if you are opening a retirement account)
with your check.

[GRAPHIC OMITTED]
By wire
Ask your bank to wire the amount you want to invest to First Union Bank, ABA
#031201467, Bank Account number 2014 12893 4013. Include your account number and
the name of the fund in which you want to invest. If you are making an initial
purchase by wire, you must call us so we can assign you an account number.

[GRAPHIC OMITTED]
By exchange
You can exchange all or part of your investment in one or more funds in the
Delaware Investments family for shares of other funds in the family. Please keep
in mind, however, that under most circumstances you are allowed to exchange only
between like classes of shares. To open an account by exchange, call the
Shareholder Service Center at 800.523.1918.

[GRAPHIC OMITTED]
Through automated shareholder services
You can purchase or exchange shares through Delaphone, our automated telephone
service. For more information about how to sign up for this service, call our
Shareholder Service Center at 800.523.1918.

S-V

Share classes
Different classifications of shares; mutual fund share classes offer a variety
of sales charge choices.

Signature guarantee
Certification by a bank, brokerage firm or other financial institution that a
customer's signature is valid; signature guarantees can be provided by members
of the STAMP program.

Standard deviation
A measure of an investment's volatility; for mutual funds, measures how much a
fund's total return has typically varied from its historical average.

Statement of Additional Information (SAI)
The document serving as "Part B" of a fund's prospectus that provides more
detailed information about the fund's organization, investments, policies and
risks.

<PAGE>

How to buy shares (continued)

Once you have completed an application, you can open an account with an initial
investment of $1,000 and make additional investments at any time for as little
as $100. If you are buying shares in an IRA or Roth IRA, under the Uniform Gifts
to Minors Act or the Uniform Transfers to Minors Act; or through an Automatic
Investing Plan, the minimum purchase is $250, and you can make additional
investments of only $25. The minimum for an Education IRA is $500. The minimums
vary for retirement plans other than IRAs, Roth IRAs or Education IRAs.

The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receives your order before the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on a
business day, you will pay that day's closing share price which is based on the
Fund's net asset value. If we receive your order after the close of regular
trading, you will pay the next business day's price. A business day is any day
that the New York Stock Exchange is open for business. We reserve the right to
reject any purchase order.

We determine the Fund's net asset value (NAV) per share at the close of regular
trading of the New York Stock Exchange each business day that the Exchange is
open. We calculate this value by adding the market value of all the securities
and assets in the Fund's portfolio, deducting all liabilities, and dividing the
resulting number by the number of shares outstanding. The result is the net
asset value per share. We price securities and other assets for which market
quotations are available at their market value. We price fixed-income securities
on the basis of valuations provided to us by an independent pricing service that
uses methods approved by the Board of Trustees. Any fixed-income securities that
have a maturity of less than 60 days we price at amortized cost. For all other
securities, we use methods approved by the Board of Trustees that are designed
to price securities at their fair market value.

Retirement plans

In addition to being an appropriate investment for your Individual Retirement
Account (IRA), Roth IRA and Education IRA, shares in the Fund may be suitable
for group retirement plans. You may establish your IRA account even if you are
already a participant in an employer-sponsored retirement plan. For more
information on how shares in the Fund can play an important role in your
retirement planning or for details about group plans, please consult your
financial adviser, or call 800.523.1918.

Stock
An investment that represents a share of ownership (equity) in a corporation.
Stocks are often referred to as "equities."

Total return
An investment performance measurement, expressed as a percentage, based on the
combined earnings from dividends, capital gains and change in price over a given
period.

Uniform Gift to Minors Act and Uniform Transfers to Minors Act
Federal and state laws that provide a simple way to transfer property to a minor
with special tax advantages.

Volatility
The tendency of an investment to go up or down in value by different magnitudes.
Investments that generally go up or down in value in relatively small amounts
are considered "low volatility" investments, whereas those investments that
generally go up or down in value in relatively large amounts are considered
"high volatility" investments.

15
<PAGE>

About your account (continued)

How to redeem shares

[GRAPHIC OMITTED]
Through your financial adviser
Your financial adviser can handle all the details of redeeming your shares. Your
adviser may charge a separate fee for this service.

[GRAPHIC OMITTED]
By mail
You can redeem your shares (sell them back to the fund) by mail by writing to:
Delaware Investments, 1818 Market Street, Philadelphia, PA 19103-3682. All
owners of the account must sign the request, and for redemptions of more than
$50,000, you must include a signature guarantee for each owner. Signature
guarantees are also required when redemption proceeds are going to an address
other than the address of record on an account.

[GRAPHIC OMITTED]
By telephone
You can redeem up to $50,000 of your shares by telephone. You may have the
proceeds sent to you by check, or, if you redeem at least $1,000 of shares, you
may have the proceeds sent directly to your bank by wire. Bank information must
be on file before you request a wire redemption.

[GRAPHIC OMITTED]
By wire
You can redeem $1,000 or more of your shares and have the proceeds deposited
directly to your bank account the next business day after we receive your
request. If you request a wire deposit, a bank wire fee may be deducted from
your proceeds. Bank information must be on file before you request a wire
redemption.

[GRAPHIC OMITTED]
Through automated shareholder services
You can redeem shares through Delaphone, our automated telephone service. For
more information about how to sign up for this service, call our Shareholder
Service Center at 800.523.1918.

16
<PAGE>

How to redeem shares
(continued)

If you hold your shares in certificates, you must submit the certificates with
your request to sell the shares. We recommend that you send your certificates by
certified mail.

When you send us a properly completed request to redeem or exchange shares
before the close of regular trading on the New York Stock Exchange (normally
4:00 p.m. Eastern Time), you will receive the net asset value as determined on
the business day we receive your request. We will deduct any applicable
contingent deferred sales charges. You may also have to pay taxes on the
proceeds from your sale of shares. We will send you a check, normally the next
business day, but no later than seven days after we receive your request to sell
your shares. If you purchased your shares by check, we will wait until your
check has cleared, which can take up to 15 days, before we send your redemption
proceeds.

If you are required to pay a contingent deferred sales charge when you redeem
your shares, the amount subject to the fee will be based on the shares' net
asset value when you purchased them or their net asset value when you redeem
them, whichever is less. This arrangement assures that you will not pay a
contingent deferred sales charge on any increase in the value of your shares.
You also will not pay the charge on any shares acquired by reinvesting dividends
or capital gains. If you exchange shares of one fund for shares of another, you
do not pay a contingent deferred sales charge at the time of the exchange. If
you later redeem those shares, the purchase price for purposes of the contingent
deferred sales charge formula will be the price you paid for the original
shares--not the exchange price. The redemption price for purposes of this
formula will be the NAV of the shares you are actually redeeming.

Account minimums

If you redeem shares and your account balance falls below the required account
minimum of $1,000 ($250 for IRAs, Uniform Gift to Minors Act accounts or
accounts with automatic investing plans, $500 for Education IRAs) for three or
more consecutive months, you will have until the end of the current calendar
quarter to raise the balance to the minimum. If your account is not at the
minimum by the required time, you will be charged a $9 fee for that quarter and
each quarter after that until your account reaches the minimum balance. If your
account does not reach the minimum balance, the Fund may redeem your account
after 60 days' written notice to you.

<PAGE>

About your account (continued)

Special services

To help make investing with us as easy as possible, and to help you build your
investments, we offer the following special services.

Automatic Investing Plan
The Automatic Investing Plan allows you to make regular monthly or quarterly
investments directly from your checking account.

Direct Deposit
With Direct Deposit you can make additional investments through payroll
deductions, recurring government or private payments such as social security or
direct transfers from your bank account.

Wealth Builder Option
With the Wealth Builder Option you can arrange automatic monthly exchanges
between your shares in one or more Delaware Investments funds. Wealth Builder
exchanges are subject to the same rules as regular exchanges (see below) and
require a minimum monthly exchange of $100 per fund.

Dividend Reinvestment Plan
Through our Dividend Reinvestment Plan, you can have your distributions
reinvested in your account or the same share class in another fund in the
Delaware Investments family. The shares that you purchase through the Dividend
Reinvestment Plan are not subject to a front-end sales charge or to a contingent
deferred sales charge. Under most circumstances, you may reinvest dividends only
into like classes of shares.

Exchanges
You can exchange all or part of your shares for shares of the same class in
another Delaware Investments fund without paying a sales charge and without
paying a contingent deferred sales charge at the time of the exchange. However,
if you exchange shares from a money market fund that does not have a sales
charge you will pay any applicable sales charges on your new shares. When
exchanging Class B and Class C shares of one fund for the same class of shares
in other funds, your new shares will be subject to the same contingent deferred
sales charge as the shares you originally purchased. The holding period for the
CDSC will also remain the same, with the amount of time you held your original
shares being credited toward the holding period of your new shares. You don't
pay sales charges on shares that you acquired through the reinvestment of
dividends. You may have to pay taxes on your exchange. When you exchange shares,
you are purchasing shares in another fund so you should be sure to get a copy of
the fund's Prospectus and read it carefully before buying shares through an
exchange.

<PAGE>

Special services
(continued)

MoneyLine(SM)
On Demand Service

Through our MoneyLine(SM) On Demand Service, you or your financial adviser may
transfer money between your Fund account and your predesignated bank account by
telephone request. This service is not available for retirement plans, except
for purchases into IRAs. MoneyLine has a minimum transfer of $25 and a maximum
transfer of $50,000. Delaware Investments does not charge a fee for this
service; however, your bank may assess one.

MoneyLine
Direct Deposit Service
Through our MoneyLine Direct Deposit Service you can have $25 or more in
dividends and distributions deposited directly to your bank account. Delaware
Investments does not charge a fee for this service; however, your bank may
assess one. This service is not available for retirement plans.

Systematic
Withdrawal Plan
Through our Systematic Withdrawal Plan you can arrange a regular monthly or
quarterly payment from your account made to you or someone you designate. If the
value of your account is $5,000 or more, you can make withdrawals of at least
$25 monthly, or $75 quarterly. You may also have your withdrawals deposited
directly to your bank account through our MoneyLine Direct Deposit Service.

Dividends,
distributions
and taxes
Dividends and capital gains, if any, are paid annually. We automatically
reinvest all dividends and any capital gains unless you tell us otherwise.

Tax laws are subject to change, so we urge you to consult your tax adviser about
your particular tax situation and how it might be affected by current tax law.
The tax status of your dividends from the Fund is the same whether you reinvest
your dividends or receive them in cash. Distributions from the Fund's long-term
capital gains are taxable as capital gains, while distributions from short-term
capital gains and net investment income are generally taxable as ordinary
income. Any capital gains may be taxable at different rates depending on the
length of time the Fund held the assets. In addition, you may be subject to
state and local taxes on distributions.

We will send you a statement each year by January 31 detailing the amount and
nature of all dividends and capital gains that you were paid for the prior year.

<PAGE>

Certain management considerations

Year 2000
As with other mutual funds, financial and business organizations and individuals
around the world, the Fund could be adversely affected if the computer systems
used by its service providers do not properly process and calculate date-related
information from and after January 1, 2000. This is commonly known as the "Year
2000 Problem." The Fund has taken steps to obtain satisfactory assurances that
its major service providers have taken steps reasonably designed to address the
Year 2000 Problem on the computer systems that the service providers use.
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the business of the Fund. The Year 2000 Problem may also
adversely affect the issuers of securities in which the Fund invests. The
portfolio managers and investment professionals of the Fund consider Year 2000
compliance (including, but not limited to, any or all of the following: impact
on business; cost of compliance plan review and contingency planning; and vendor
compliance) in the securities selection and investment process. However, there
can be no guarantee that, even with their due diligence efforts, they will be
able to predict the effect of Year 2000 on any company or the performance of its
securities.

<PAGE>

Financial highlights

Financial highlights are not shown for the Fund since it commenced operations
after the close of the fiscal year end.

21
<PAGE>

Delaware
Technology and
Innovation Fund

Additional information about the Fund's investments is available in the Fund's
annual and semi-annual report to shareholders. In the Fund's shareholder
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during the report
period. You can find more detailed information about the Fund in the current
Statement of Additional Information, which we have filed electronically with the
Securities and Exchange Commission (SEC) and which is legally a part of this
prospectus. If you want a free copy of the Statement of Additional Information,
the annual or semi-annual report, or if you have any questions about investing
in the Fund, you can write to us at 1818 Market Street, Philadelphia, PA 19103,
or call toll-free 800.523.1918. You may also obtain additional information about
the Fund from your financial adviser.

You can find reports and other information about the Fund on the SEC web site
(http://www.sec.gov), or you can get copies of this information, after payment
of a duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009. Information about the Fund, including its Statement
of Additional Information, can be reviewed and copied at the Securities and
Exchange Commission's Public Reference Room in Washington, D.C. You can get
information on the public reference room by calling the SEC at 1.800.SEC.0330.

Web site

www.delawareinvestments.com

E-mail

[email protected]

Shareholder Service Center

800.523.1918

Call the Shareholder Service Center Monday to Friday, 8 a.m. to 8 p.m.
Eastern time:

o For fund information; literature; price, yield and performance figures.

o For information on existing regular investment accounts and retirement plan
accounts including wire investments; wire redemptions; telephone redemptions
and telephone exchanges.

Delaphone Service

800.362.FUND (800.362.3863)

o For convenient access to account information or current performance
information on all Delaware Investments Funds seven days a week, 24 hours a
day, use this Touch-Tone(R) service.

Investment Company Act file number: 811-1485

Delaware Technology and Innovation Fund Symbols

CUSIP
-----
Class A 246431100
Class B 246431209
Class C 246431308

DELAWARE(SM)
INVESTMENT
- ---------------------
Philadelphia o London

P-492 [--] PP 12/99

<PAGE>

DELAWARE
INVESTMENT(SM)
- ---------------------
Philadelphia o London

Delaware
Technology and
Innovation Fund

Institutional Class

Prospectus December 22, 1999
(as revised January 20, 2000)

Growth of Capital Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy of this prospectus, and any
representation to the contrary is a criminal offense.

<PAGE>

Table of contents

................................................................................
Fund profile page 2
Delaware Technology and Innovation Fund 2
................................................................................
How we manage the Fund page 4
Our investment strategies 4
The securities we typically invest in 5
The risks of investing in the Fund 7
................................................................................
Who manages the Fund page 9
Investment manager 9
Portfolio managers 9
Fund administration (Who's who) 10
................................................................................
About your account page 11
Investing in the Fund 11
How to buy shares 12
How to redeem shares 14
Account minimum 15
Exchanges 15
Dividends, distributions and taxes 15
................................................................................
Certain management considerations page 16
................................................................................
Financial highlights page 17

<PAGE>

Profile: Delaware Technology and Innovation Fund

What is the Fund's goal?
Delaware Technology and Innovation Fund seeks to provide long-term capital
growth. Although the Fund will strive to meet its goal, there is no assurance
that it will.

Who should not invest in the Fund
o Investors with short-term financial goals.
o Investors whose primary goal is current income.
o Investors who are unwilling to accept share prices that may fluctuate,
sometimes significantly over the short term.
o Investors unwilling to accept the risks of a non-diversified, more
concentrated fund focusing on companies believed to benefit from
technological advances and improvements.

For a more complete discussion of risk, please turn to page 7.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

<PAGE>

What are the Fund's fees and expenses?

Sales charges are fees paid directly from your investments when you buy or sell
shares of the Fund.

Maximum sales charge (load) imposed on
purchases as a percentage of offering price none
Maximum contingent deferred sales charge (load)
as a percentage of original purchase price or
redemption price, whichever is lower none
Maximum sales charge (load) imposed on
reinvested dividends none
Redemption fees none
Exchange fees(1) none

Annual fund operating expenses are deducted from the Fund's assets.

Management fees 0.75%
Distribution and service (12b-1) fees none
Other expenses(2) 0.78%
Total operating expenses 1.53%
Fee waivers and payments(3) (0.33%)
Net expenses 1.20%

This example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Fund expenses on a hypothetical
investment of $10,000 with an annual 5% return over the time shown.(4) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.

1 year $122
3 years $451

(1) Exchanges are subject to the requirements of each fund in the Delaware
Investments family. A front-end sales charge may apply if you exchange your
shares into a fund that has a front-end sales charge.
(2) Other expenses are based on estimated amounts for the current fiscal year.
(3) The investment manager has contracted to waive fees and pay expenses
through August 31, 2001 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees, and extraordinary expenses)
from exceeding 1.20% of average daily net assets.
(4) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. This example reflects the net operating
expenses with expense waivers for year one and the total operating expenses
without expense waivers for years two and three.

<PAGE>

How we manage the Fund

Our investment strategies

We take a disciplined approach to investing, combining investment strategies and
risk management techniques that can help shareholders meet their goals.

Some industries likely to be represented in the portfolio are:

o computer software and hardware;

o semiconductor, minicomputers and peripheral equipment;

o telecommunication, media and information services;

o environmental services, chemicals and synthetic materials;

o defense and commercial electronics;

o data storage and retrieval; and

o biotechnology, health care and medical supplies.

Glossary A-C

Average maturity
An average of when the individual bonds and other debt securities held in a
portfolio will mature.

<PAGE>

The securities we typically invest in

Stocks offer investors the potential for capital appreciation, and may pay
dividends as well.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common stocks: Securities that represent shares of ownership We invest at least 65% of the Fund's total assets in equity
in a corporation. Stockholders participate in the securities (including common stocks and convertible
corporation's profits and losses, proportionate to the securities). Generally, however, we invest 85% to 100% of
number of shares they own. net assets in common stock. The Fund may invest in common
stocks of any market capitalization.

Certain options and futures may be considered to be Use of these strategies can increase the operating costs of
derivative securities. the Fund and can lead to loss of principal.

Capital
The amount of money you invest.

Capital appreciation
An increase in the value of an investment.

5
<PAGE>

How we manage the Fund (continued)

Lending securities The Fund may lend up to 25% of its assets to qualified
dealers and institutional investors for their use in security transactions.

C-E

Commission
The fee an investor pays to a financial adviser for investment advice and help
in buying or selling mutual funds, stocks, bonds or other securities.

Compounding
Earnings on an investment's previous earnings.

Consumer Price Index (CPI)
Measurement of U.S. inflation; represents the price of a basket of commonly
purchased goods.

Corporate bond
A debt security issued by a corporation.
See Bond.

<PAGE>

The risks of investing in the Fund

Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment, and the risk that you may lose
part or all of the money you invest. Before you invest in the Fund you should
carefully evaluate the risks. An investment in the Fund typically provides the
best results when held for a number of years. The following chart gives a brief
description of the chief risks of investing in the Fund. Please see the
Statement of Additional Information for further discussion of these risks and
other risks not discussed here.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>

We may hold a substantial part of the Fund's assets in cash
or cash equivalents as a temporary, defensive strategy.

To seek to reduce these risks, we limit the amount of the
Fund's assets invested in any one industry and we follow a
rigorous selection process before choosing securities for
the Fund.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Depreciation
A decline in an investment's value.

Diversification
The process of spreading investments among a number of different securities,
asset classes or investment styles to reduce the risks of investing.

Dividend distribution
Payments to mutual fund shareholders of dividends passed along from the fund's
portfolio of securities.

Duration
A measurement of a fixed-income investment's price volatility. The larger the
number, the greater the likely price change for a given change in interest
rates.

<PAGE>

How we manage the Fund (continued)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Liquidity risk is the possibility that securities cannot be We limit exposure to illiquid securities.
readily sold within seven days at approximately the price
that a fund values them.

F-N

Inflation
The increase in the cost of goods and services over time. U.S. inflation is
frequently measured by changes in the Consumer Price Index (CPI).

Investment goal
The objective, such as long-term capital growth or high current income, that a
mutual fund pursues.

<PAGE>

Who manages the Fund

Investment
manager

The Fund is managed by Delaware Management Company, a series of Delaware
Management Business Trust, which is an indirect, wholly owned subsidiary of
Delaware Management Holdings, Inc. Delaware Management Company makes investment
decisions for the Fund, manages the Fund's business affairs and provides daily
administrative services. For its services to the Fund, Delaware Management
Company will receive the following annual fee from the Fund.

Fee based on average daily net assets

0.75% on the first $500 million;
0.70% on the next $500 million;
0.65% on the next $1.5 billion;
0.60% on assets in excess of $2.5 billion

Portfolio
managers

Jeffrey W. Hynoski has primary responsibility for making day-to-day investment
decisions for Delaware Technology and Innovation Fund. In making decisions for
the Fund, Mr. Hynoski regularly consults with Gerald S. Frey, Senior Portfolio
Manager of the Delaware growth team.

Jeffrey W. Hynoski, Vice President, Portfolio Manager, joined Delaware
Investments in 1998. Previously, he served as a Vice President at Bessemer Trust
Company in the mid and large capitalization growth equity group, where he
specialized in the areas of science, technology and telecommunications. Prior to
that, Mr. Hynoski held positions at Lord Abbett & Co. and Cowen Asset
Management. Mr. Hynoski holds a BS in Finance from the University of Delaware
and an MBA with a concentration in Investments/Portfolio Management/Financial
Economics from Pace University. Mr. Hynoski has been managing the Fund since its
inception.

Gerald S. Frey, Senior Vice President/Senior Portfolio Manager, has 22 years'
experience in the money management business and holds a BA in Economics from
Bloomsburg University and attended Wilkes College and New York University. Prior
to joining Delaware Investments in 1996, he was a Senior Director with Morgan
Grenfell Capital Management in New York.

Management fee
The amount paid by a mutual fund to the investment adviser for management
services, expressed as an annual percentage of the fund's average daily net
assets.

Maturity
The length of time until a bond issuer must repay the underlying loan principal
to bondholders.

NASD Regulation, Inc. (NASD)
A self-regulating organization, consisting of brokerage firms (including
distributors of mutual funds), that is responsible for overseeing the actions of
its members.
9

<PAGE>

Who manages the Fund (continued)

Who's who?

The following information shows the various organizations involved with
managing, administering, and servicing the Delaware Investments funds.
<TABLE>
<CAPTION>

<PAGE>

Portfolio managers Portfolio managers are employed by the investment manager to
make investment decisions for individual portfolios on a day-to-day basis.

Custodian Mutual funds are legally required to protect their portfolio
securities and most funds place them with a qualified bank custodian who
segregates fund securities from other bank assets.

N-R

Net asset value (NAV)
The daily dollar value of one mutual fund share. Equal to a fund's net assets
divided by the number of shares outstanding.

10
<PAGE>

About your account

Investing in
the Fund

Institutional Class shares are available for purchase only by the following:

o 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;

o tax-exempt employee benefit plans of the manager or its affiliates and
securities dealer firms with a selling agreement with the distributor;

o institutional advisory accounts of the manager, or its affiliates and those
having client relationships with Delaware Investment Advisers, an affiliate
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;

o a bank, trust company and similar financial institution investing for its
own account or for the account of its trust customers for whom such
financial institution is exercising investment discretion in purchasing
shares of the Class, except where the investment is part of a program that
requires payment to the financial institution of a Rule 12b-1 Plan fee; and

o 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.

Price-to-earnings ratio
A measure of a stock's value calculated by dividing the current market price of
a share of stock by its annual earnings per share. A stock selling for $100 per
share with annual earnings per share of $5 has a P/E of 20.

Principal
Amount of money you invest (also called capital). Also refers to a bond's
original face value, due to be repaid at maturity.

Prospectus
The official offering document that describes a mutual fund, containing
information required by the SEC, such as investment objectives, policies,
services and fees.

Redeem
To cash in your shares by selling them back to the mutual fund.

Risk
Generally defined as variability of value; also credit risk, inflation risk,
currency and interest rate risk. Different investments involve different types
and degrees of risk.

<PAGE>

About your account (continued)

How to buy shares

[GRAPHIC OMITTED]
By wire
Ask your bank to wire the amount you want to invest to First Union Bank, ABA
#031201467, Bank Account number 2014128934013. Include your account number and
the name of the fund in which you want to invest. If you are making an initial
purchase by wire, you must call us at 800.510.4015 so we can assign you an
account number.

[GRAPHIC OMITTED]
By exchange
You can exchange all or part of your investment in one or more funds in the
Delaware Investments family for shares of other funds in the family. Please keep
in mind, however, that you may not exchange your shares for Class B or Class C
shares. To open an account by exchange, call your Client Services Representative
at 800.510.4015.

[GRAPHIC OMITTED]
Through your financial adviser
Your financial adviser can handle all the details of purchasing shares,
including opening an account. Your adviser may charge a separate fee for this
service.

S-S

SEC (Securities and Exchange Commission)
Federal agency established by Congress to administer the laws governing the
securities industry, including mutual fund companies.

Share classes
Different classifications of shares; mutual fund share classes offer a variety
of sales charge choices.

12
<PAGE>

How to buy shares
(continued)

The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receive your order before the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on a
business day, you will pay that day's closing share price which is based on the
Fund's net asset value. If we receive your order after the close of regular
trading, you will pay the next business day's price. A business day is any day
that the New York Stock Exchange is open for business. We reserve the right to
reject any purchase order.

Signature guarantee
Certification by a bank, brokerage firm or other financial institution that a
customer's signature is valid; signature guarantees can be provided by members
of the STAMP program.

Standard deviation
A measure of an investment's volatility; for mutual funds, measures how much a
fund's total return has typically varied from its historical average.

Stock
An investment that represents a share of ownership (equity) in a corporation.
Stocks are often referred to as "equities."

<PAGE>

About your account (continued)

How to redeem shares

[GRAPHIC OMITTED]
By mail
You can redeem your shares (sell them back to the fund) by mail by writing to:
Delaware Investments, 1818 Market Street, Philadelphia, PA 19103-3682. All
owners of the account must sign the request, and for redemptions of more than
$50,000, you must include a signature guarantee for each owner. You can also fax
your written request to 215.255.8864. Signature guarantees are also required
when redemption proceeds are going to an address other than the address of
record on an account.

[GRAPHIC OMITTED]
By wire
You can redeem $1,000 or more of your shares and have the proceeds deposited
directly to your bank account the next business day after we receive your
request. Bank information must be on file before you request a wire redemption.

[GRAPHIC OMITTED]
Through your financial adviser
Your financial adviser can handle all the details of redeeming your shares. Your
adviser may charge a separate fee for this service.

T-V

Total return
An investment performance measurement, expressed as a percentage, based on the
combined earnings from dividends, capital gains and change in price over a given
period.

14
<PAGE>

How to redeem shares
(continued)

If you hold your shares in certificates, you must submit the certificates with
your request to sell the shares. We recommend that you send your certificates by
certified mail.

When you send us a properly completed request to redeem or exchange shares, you
will receive the net asset value as determined on the business day we receive
your request. We will send you a check, normally the next business day, but no
later than seven days after we receive your request to sell your shares. If you
purchased your shares by check, we will wait until your check has cleared, which
can take up to 15 days, before we send your redemption proceeds.

Account minimum
If you redeem shares and your account balance falls below $250, the
Fund may redeem your account after 60 days' written notice to you.

Exchanges
You can exchange all or part of your shares for shares of the same class in
another Delaware Investments fund. If you exchange shares to a fund that has a
sales charge you will pay any applicable sales charges on your new shares. You
don't pay sales charges on shares that are acquired through the reinvestment of
dividends. You may have to pay taxes on your exchange. When you exchange shares,
you are purchasing shares in another fund so you should be sure to get a copy of
the fund's prospectus and read it carefully before buying shares through an
exchange. You may not exchange your shares for Class B and Class C shares of the
funds in the Delaware Investments family.

Dividends, distributions
and taxes

Dividends and capital gains, if any, are paid annually. We automatically
reinvest all dividends and any capital gains.

We will send you a statement each year by January 31 detailing the amount and
nature of all dividends and capital gains that you were paid for the prior year.

15
<PAGE>

Certain management considerations

Year 2000

As with other mutual funds, financial and business organizations and individuals
around the world, the Fund could be adversely affected if the computer systems
used by its service providers do not properly process and calculate date-related
information from and after January 1, 2000. This is commonly known as the "Year
2000 Problem." The Fund has taken steps to obtain satisfactory assurances that
its major service providers have taken steps reasonably designed to address the
Year 2000 Problem on the computer systems that the service providers use.
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the business of the Fund. The Year 2000 Problem may also
adversely affect the issuers of securities in which the Fund invests. The
portfolio managers and investment professionals of the Fund consider Year 2000
compliance (including, but not limited to, any or all of the following: impact
on business; cost of compliance plan review and contingency planning; and vendor
compliance) in the securities selection and investment process. However, there
can be no guarantee that, even with their due diligence efforts, they will be
able to predict the effect of Year 2000 on any company or the performance of its
securities.

<PAGE>

Financial highlights

Financial highlights are not shown for the Fund since it commenced operations
after the close of the fiscal year end.

17
<PAGE>

Delaware
Technology and
Innovation Fund

Additional information about the Fund's investments will be available in the
Fund's annual and semi-annual report to shareholders. In the Fund's shareholder
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during the report
period. You can find more detailed information about the Fund in the current
Statement of Additional Information, which we have filed electronically with the
Securities and Exchange Commission (SEC) and which is legally a part of this
Prospectus. If you want a free copy of the Statement of Additional Information,
the annual or semi-annual report, or if you have any questions about investing
in the Fund, you can write to us at 1818 Market Street, Philadelphia, PA 19103,
or call toll-free 800.523.1918. You may also obtain additional information about
the Fund from your financial adviser.

Web site

www.delawareinvestments.com

E-mail

[email protected]

Client Services Representative

800.510.4015

Delaphone Service

800.362.FUND (800.362.3863)

o For convenient access to account information or current performance
information on all Delaware Investments Funds seven days a week, 24 hours a
day, use this Touch-Tone(R) service.

Investment Company Act file number: 811-1485

Delaware Technology and Innovation Fund

CUSIP
-----
Institutional Class 246431407

DELAWARE(SM)
INVESTMENT
- ---------------------
Philadelphia o London

P-495 [--] PP 12/99