VOYAGEUR MUTUAL FUNDS III INC /MN/
497, 1997-06-09
Previous: REALMARK PROPERTY INVESTORS LTD PARTNERSHIP-IV, 10-Q, 1997-06-09
Next: VALUE LINE CONVERTIBLE FUND INC, 24F-2NT, 1997-06-09



                                  JUNE 9, 1997

                         U.S. Government Securities Fund

                   Supplement to Prospectus Dated May 1, 1997


Name Change
         Beginning June 9, 1997, the name of Voyageur U.S. Government
Securities Fund will change to Delaware-Voyageur US Government
Securities Fund.


         The following  replaces the Annual Fund Operating  Expenses table under
Fees and Expenses:

Annual Fund Operating Expenses


                                                         Institutional
(as a percentage of        Class A    Class B   Class C      Class
 average net assets)

Management Fees            0.48%      0.48%    0.48%         0.48%
(after voluntary fee waiver)

12b-1 Plan Expenses        0.25%      1.00%    1.00%         0.25%

Other Operating Expenses   0.27%      0.27%    0.27%         0.27%
(after voluntary expense
 reimbursement)

Total Fund Operating
 Expenses                  1.00%      1.75%    1.75%         1.00%
(after voluntary fee
 waivers and
 expense reimbursement)

Total Fund Operating
  Expenses                 1.02%      1.77%     1.77%        1.02%
(without voluntary
 waiver and
 reimbursement)*

*The Fund's management fee without waivers would be 0.50%.

The information set forth in the table next to the caption Total Fund Operating
Expenses (after voluntary fee waivers and expense reimbursement) reflects
voluntary expense waivers and commitments to pay Fund expenses to which the
Manager will adhere through December 31, 1997. See Management Expenses of the
Fund in the Prospectus for a discussion of waivers that will remain in place
through April 30, 1999.


<PAGE>

         The  following  replaces  the  Example for each Class of the Fund under
Fees and Expenses:
<TABLE>
<CAPTION>

                             Assuming Redemption                          Assuming No Redemption
                 1 year    3 years     5 years   10 years        1 year    3 years   5 years   10 years
                 ------    -------     -------   --------        ------    -------   -------   --------

<S>              <C>       <C>         <C>       <C>             <C>       <C>       <C>       <C> 
Class A          $57(1)    $78         $100      $164            $57       $78       $100      $164

Class B          $58       $85         $115      $186(2)         $18       $55       $95       $186(2)

Class C          $28       $55         $95       $206            $18       $55       $95       $206

Institu-         $10       $32         $55       $122            $10       $32       $55       $122
tional
Class
</TABLE>

(1) Generally, no redemption charge is assessed upon redemption of Class A
shares. Under certain circumstances, however, a limited contingent deferred
sales  which has not been reflected in this calculation, may be imposed
in the event of certain redemptions within 12 months of purchase.

(2) At the end of approximately eight years after purchase, Class B shares will
be automatically converted into Class A shares. The example above assumes
conversion of Class B shares at the end of the eighth year. However, the
conversion may occur as late as three months after the eighth anniversary of
purchase, during which time the higher 12b-1 Plan fees payable by Class B shares
will continue to be assessed. Information for the ninth and tenth years reflects
expenses of the Class A shares.


         The following replaces the table of sales charges applicable to Class A
shares in the section of the prospectus entitled Class A shares -- Front-End
Sales Charge Alternative - under How to Purchase Shares:

- --------------------------------------------------------------------------------
                   Front-End Sales Charge as % of     Dealer's
                                                     Commission***
Amount of Purchase               Offering     Amount    as % of
                                 Price      Invested**  Offering
                                                          Price
- --------------------------------------------------------------------------------

Less than $100,000               4.75%        5.01%        4.00%
$100,000 but under $250,000      3.75         3.86         3.00
$250,000 but under $500,000      2.50         2.60         2.00
$500,000 but under $1,000,000*   2.00         2.03         1.60


  *There is no front-end sales charge on purchases of Class A shares of $1
million or more but, under certain limited circumstances, a 1% limited
contingent deferred sales charge may apply upon redemption of such shares.

 **Based on the net asset value per share of the Class A shares as of


<PAGE>

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.

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

         From time to time, upon written notice to all of its dealers, the
Underwriter may hold special promotions for specified periods during which the
Underwriter may reallow to dealers up to the full amount of the 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
commission of up to 0.15% 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. 

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

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

                                                  Dealer's Commission
                                                  -------------------
                                                  (as a percentage of
         Amount of Purchase                       amount purchased)
         ------------------
         Up to $2 million                                  1.00%
         Next $1 million up to $3 million                  0.75
         Next $2 million up to $5 million                  0.50
         Amount over $5 million                            0.25


         The following revises the section of the Prospectus entitled Contingent
Deferred Sales Charge under How to Purchase Shares.

         A limited contingent deferred sales charge will be imposed on certain
redemptions of Class A shares made within 12 months of purchase, if such
purchases were made at net asset value and triggered payment by the Underwriter
of a dealer's commission.

         The following replaces the section of the Prospectus entitled
Conversion Feature under How to Purchase Shares:

         Class B shares, other than shares acquired through reinvestment of
dividends, held for eight years after purchase are eligible for automatic
conversion into Class A shares. Conversions of Class B 

<PAGE>

shares into Class A shares will occur 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 three additional months after the eighth
anniversary of purchase before the shares will automatically convert into Class
A shares.

         Class B shares of a fund acquired through a 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.

         The following supplements the section of the Prospectus entitled Class
C Shares - Level Sales Charge Alternative under How to Purchase Shares:

         The Underwriter pays an annual servicing fee of 1% (paid monthly
commencing in the thirteenth month after the sale of such shares) calculated on
the net assets attributable to sales made by such broker/dealers.

<PAGE>

                                  JUNE 9, 1997

                     National High Yield Municipal Bond Fund

                   Supplement to Prospectus Dated May 1, 1997


Name Change
         Beginning June 9, 1997, the name of Voyageur National High Yield
Municipal Bond Fund will change to National High Yield Municipal Bond Fund.

         The maximum deferred sales load for Class B shares has been reduced
from 5% to 4%. Accordingly, the following replaces the relevant line item
applicable to Class B shares in the Shareholder Transaction Expenses table under
Fees and Expenses:

Maximum Deferred Sales Load                       4%
(as a percentage of original purchase
 price or redemption proceeds,
 as applicable)


         The following replaces the Annual Fund Operating Expenses table under
Fees and Expenses:

Annual Fund Operating Expenses
(as a percentage of                Class A    Class B     Class C
 average net assets)

Management Fees                    0.58%      0.58%       0.58%
(after voluntary fee waiver)

12b-1 Plan Expenses                0.25%      1.00%       1.00%

Other Operating Expenses           0.01%      0.01%       0.01%
(after voluntary expense
 reimbursement)

Total Fund Operating Expenses      0.84%      1.59%       1.59%
(after voluntary fee waivers and
 expense reimbursement)

Total Fund Operating Expenses      0.91%      1.66%       1.66%
(without voluntary waiver and
 reimbursement)*

*The Fund's management fee without waivers would be 0.65%.


<PAGE>


         The information set forth in the table next to the caption Total Fund
Operating Expenses (after voluntary fee waivers and expense reimbursement)
reflects voluntary expense waivers and commitments to pay Fund expenses to which
the Manager will adhere through December 31, 1997. See Management - Expenses of
the Fund in the Prospectus for a discussion of waivers that will remain in place
through April 30, 1999.

         The following replaces the Example for each Class of the Fund under
Fees and Expenses:
<TABLE>
<CAPTION>

                             Assuming Redemption                          Assuming No Redemption
                 1 year    3 years     5 years   10 years        1 year    3 years   5 years   10 years
                 ------    -------     -------   --------        ------    -------   -------   --------

<S>              <C>       <C>         <C>       <C>             <C>       <C>       <C>       <C> 
Class A          $46(1)    $63         $82       $137            $46       $63       $82       $137

Class B          $56       $80         $107      $169(2)         $16       $50       $87       $169(2)

Class C          $26       $50         $87       $189            $16       $50       $87       $189
</TABLE>


(1) Generally, no redemption charge is assessed upon redemption of Class A
shares. Under certain circumstances, however, a limited contingent deferred
sales charge, which has not been reflected in this calculation, may be imposed
in the event of certain redemptions within 12 months of purchase.

(2) At the end of approximately eight years after purchase, Class B shares will
be automatically converted into Class A shares. The example above assumes
conversion of Class B shares at the end of the eighth year. However, the
conversion may occur as late as three months after the eighth anniversary of
purchase, during which time the higher 12b-1 Plan fees payable by Class B shares
will continue to be assessed. Information for the ninth and tenth years reflects
expenses of the Class A shares.


         The following replaces the table of sales charges applicable to Class A
shares in the section of the Prospectus entitled Class A Shares -- Front-End
Sales Charge Alternative under How to Purchase Shares:

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

                   Front-End Sales Charge as % of    Dealer's
                                                    Commission***
Amount of Purchase          Offering     Amount      as % of
                              Price      Invested**  Offering
                                                      Price
- -------------------------------------------------------------------------------


Less than $100,000             3.75%       3.94%       3.25%
$100,000 but under $250,000    3.00        3.08        2.50
$250,000 but under $500,000    2.50        2.60        2.00
$500,000 but under $1,000,000* 2.00        2.02        1.75

<PAGE>

  *There is no front-end sales charge on purchases of Class A shares of $1
million or more but, under certain limited circumstances, a 1% limited
contingent deferred sales charge may apply upon redemption of such shares.

 **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.

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 or 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 Underwriter
may hold special promotions for specified periods during which the Underwriter
may reallow to dealers up to the full amount of the 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 commission 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.
- -------------------------------------------------------------------------------

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

                                                        Dealer's Commission
                                                        -------------------
                                                        (as a percentage of
         Amount of Purchase                             amount purchased)
         ------------------
         Up to $2 million                                     1.00%
         Next $1 million up to $3 million                     0.75
         Next $2 million up to $5 million                     0.50
         Amount over $5 million                               0.25


         The following revises the section of the Prospectus entitled Contingent
Deferred Sales Charge under How to Purchase Shares:


<PAGE>

         A limited contingent deferred sales charge will be imposed on certain
redemptions of Class A shares made within 12 months of purchase, if such
purchases were made at net asset value and triggered payment by the Underwriter
of a dealer's commission.

         The following replaces the contingent deferred sales charge schedule
applicable to Class B shares in the section of the Prospectus entitled Class B
Shares-Contingent Deferred Sales Charge Alternative under How to Purchase
Shares:

         The following table sets forth the rates of the CDSC for the Class B
shares of the Fund:

                                                 Contingent Deferred
                                                  Sales Charge (as a
                                                     percentage of
                                                     dollar amount
         Year After Purchase Made                 subject to charge)
         ------------------------                 ------------------

                   0-2                                    4%
                   3-4                                    3%
                   5                                      2%
                   6                                      1%
                   7 and thereafter                       None

                   Dealer Reallowance                     4%


         The following replaces the section of the Prospectus entitled
Conversion Feature under How to Purchase Shares:

         Class B shares, other than shares acquired through reinvestment of
dividends, held for eight years after purchase are eligible for automatic
conversion into Class A shares. Conversions of Class B shares into Class A
shares will occur 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 three additional months after the eighth anniversary of
purchase before the shares will automatically convert into Class A shares.

<PAGE>

         Class B shares of a fund acquired through a 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.

         The following supplements the section of the Prospectus entitled Class
C Shares - Level Sales Charge Alternative under How to Purchase Shares:

         The Underwriter pays an annual servicing fee of 1% (paid monthly
commencing in the thirteenth month after the sale of such shares) calculated on
the net assets attributable to sales made by such broker/dealers.



<PAGE>

                                  JUNE 9, 1997

                                Growth Stock Fund
                             Aggressive Growth Fund

                   Supplement to Prospectus Dated May 1, 1997


Name Change

         Beginning June 9, 1997, the name of Voyageur Growth Stock Fund will
change to Growth Stock Fund and the name of Voyageur Aggressive Growth Fund will
change to Aggressive Growth Fund.

         The following replaces the Annual Fund Operating Expenses table under
Fees and Expenses:

                          Growth Stock Fund

Annual Fund Operating Expenses
(as a percentage of                Class A    Class B     Class C
 average net assets)


Management Fees                    0.94%      0.94%       0.94%
(after voluntary fee waiver)

12b-1 Plan Expenses                0.25%      1.00%       1.00%


Other Operating Expenses           0.56%      0.56%       0.56%
(after voluntary expense
 reimbursement)

Total Fund Operating Expenses      1.75%      2.50%       2.50%
(after voluntary fee waivers and
 expense reimbursement)

Total Fund Operating Expenses      1.81%      2.56%       2.56%
(without voluntary waiver and
 reimbursement)*



<PAGE>

                             Aggressive Growth Fund

Annual Fund Operating Expenses
(as a percentage of                Class A    Class B     Class C
 average net assets)


Management Fees                    0.48%      0.48%       0.48%
(after voluntary fee waiver)

12b-1 Plan Expenses                0.25%      1.00%       1.00%


Other Operating Expenses           1.02%      1.02%       1.02%
(after voluntary expense
 reimbursement)

Total Fund Operating Expenses      1.75%      2.50%       2.50%
(after voluntary fee waivers and
 expense reimbursement)

Total Fund Operating Expenses      2.27%      3.02%       3.02%
(without voluntary waiver and
 reimbursement)*

*Each Fund's management fee without waivers would be 1.00%.

         The information set forth in the table next to the caption Total Fund
Operating Expenses (after voluntary fee waivers and expense reimbursement)
reflects voluntary expense waivers and commitments to pay Fund expenses to which
the Manager will adhere through December 31, 1997. In connection with the merger
transaction described in the Prospectus, Delaware has agreed for a period of two
years ending on April 30, 1999, to pay the operating expenses (excluding
interest expense, taxes, brokerage fees, commissions and Rule 12b-1 fees) of
each Fund which exceed 1% of such Fund's average daily net assets on an annual
basis up to certain limits as set forth in detail in the Statement of Additional
Information. This agreement replaces a similar provision in the Funds'
investment advisory contracts with the Funds' predecessor investment adviser.



<PAGE>

         The following replaces the Example for each Class of each Fund under
Fees and Expenses:
<TABLE>
<CAPTION>

                             Assuming Redemption                          Assuming No Redemption
                 1 year    3 years     5 years   10 years        1 year    3 years   5 years   10 years
                 ------    -------     -------   --------        ------    -------   -------   --------
Growth
Stock
Fund

<S>              <C>       <C>         <C>       <C>             <C>       <C>       <C>       <C> 
Class A          $64(1)    $100        $138      $244            $64       $100      $138      $244

Class B          $65       $108        $153      $265(2)         $25       $78       $133      $265(2)

Class C          $35       $78         $133      $284            $25       $78       $133      $284

Aggressive
Growth
Fund

Class A          $64(1)    $100        $138      $244            $64       $100      $138      $243

Class B          $65       $108        $153      $265(2)         $25       $78       $133      $265(2)

Class C          $35       $78         $133      $284            $25       $78       $133      $284
</TABLE>


(1) Generally, no redemption charge is assessed upon redemption of Class A
shares. Under certain circumstances, however, a limited contingent deferred
sales charge, which has not been reflected in this calculation, may be imposed
in the event of certain redemptions within 12 months of purchase.

(2) At the end of approximately eight years after purchase, Class B shares will
be automatically converted into Class A shares. The example above assumes
conversion of Class B shares at the end of the eighth year. However, the
conversion may occur as late as three months after the eighth anniversary of
purchase, during which time the higher 12b-1 Plan fees payable by Class B shares
will continue to be assessed. Information for the ninth and tenth years reflects
expenses of the Class A shares.

<PAGE>


         The following replaces the table of sales charges on Class A shares in
the section of the Prospectus entitled Class A Shares -- Front-End Sales Charge
Alternative under How to Purchase Shares:

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

                   Front-End Sales Charge as % of      Dealer's
                                                    Commission***
Amount of Purchase          Offering     Amount        as % of
                              Price      Invested**    Offering
                                                        Price

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

                                       Growth    Aggressive
                                       Stock     Growth
Less than $100,000               4.75%  4.99%    4.97%      4.00%
$100,000 but under $250,000      3.75   3.89     3.90       3.00
$250,000 but under $500,000      2.50   2.58     2.60       2.00
$500,000 but under $1,000,000*   2.00   2.03     2.06       1.60


  *There is no front-end sales charge on purchases of Class A shares of $1
million or more but, under certain limited circumstances, a 1% limited
contingent deferred sales charge may apply upon redemption of such shares.

 **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.

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

         From time to time, upon written notice to all of its dealers, the
Underwriter may hold special promotions for specified periods during which the
Underwriter may reallow to dealers up to the full amount of the 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
commission of up to 0.15% 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.
- ------------------------------------------------------------------------------

<PAGE>
         For initial purchases of Class A shares of $1,000,000 or more, a
dealer's commission may be paid by the Underwriter to financial advisers through
whom such purchases are made in accordance with the following schedule:

                                                          Dealer's Commission
                                                          -------------------
                                                          (as a percentage of
         Amount of Purchase                               amount purchased)
         ------------------
         Up to $2 million                                         1.00%
         Next $1 million up to $3 million                         0.75
         Next $2 million up to $5 million                         0.50
         Amount over $5 million                                   0.25


         The following revises the section of the Prospectus entitled Contingent
Deferred Sales Charge under How to Purchase Shares.

         A limited contingent deferred sales charge will be imposed on certain
redemptions of Class A shares made within 12 months of purchase, if such
purchases were made at net asset value and triggered payment by the Underwriter
of a dealer's commission.

         The following replaces the section of the Prospectus entitled
Conversion Feature under How to Purchase Shares:

         Class B shares, other than shares acquired through reinvestment of
dividends, held for eight years after purchase are eligible for automatic
conversion into Class A shares. Conversions of Class B shares into Class A
shares will occur 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 three additional months after the eighth anniversary of
purchase before the shares will automatically convert into Class A shares.

         Class B shares of a fund acquired through a reinvestment of dividends
will convert to the corresponding Class A shares of that fund (or, in the case
of Delaware Group Cash Reserve, Inc.,

<PAGE>

the Delaware Cash Reserve Consultant Class) pro-rata with Class B shares of that
fund not acquired through dividend reinvestment.


         The following supplements the section of the Prospectus entitled Class
C Shares - Level Sales Charge Alternative under How to Purchase Shares:

         The Underwriter pays an annual servicing fee of 1% (paid monthly
commencing in the thirteenth month after the sale of such shares) calculated on
the net assets attributable to sales made by such broker/dealers.

<PAGE>



                                  JUNE 9, 1997

                    Minnesota High Yield Municipal Bond Fund

                   Supplement to Prospectus Dated May 1, 1997


Name Change
         Beginning June 9, 1997, the name of Voyageur Minnesota High Yield
Municipal Bond Fund will change to Delaware-Voyageur Minnesota High Yield
Municipal Bond Fund.


         The maximum deferred sales load for Class B shares has been reduced
from 5% to 4%. Accordingly, the following replaces the relevant line item
applicable to Class B shares in the Shareholder Transaction Expenses table under
Fees and Expenses:


Maximum Deferred Sales Load                        4%
(as a percentage of original purchase
 price or redemption proceeds,
 as applicable)


         The following replaces the Annual Fund Operating Expenses table under
Fees and Expenses:

Annual Fund Operating Expenses
(as a percentage of                Class A    Class B     Class C
 average net assets)

Management Fees                    0.00%      0.00%       0.00%
(after voluntary fee waiver)

12b-1 Plan Expenses                0.25%      1.00%       1.00%


Other Operating Expenses           0.05%      0.05%       0.05%
(after voluntary expense
 reimbursement)

Total Fund Operating Expenses      0.30%      1.05%       1.05%
(after voluntary fee waivers and
 expense reimbursement)

Total Fund Operating Expenses      1.39%      2.14%       2.14%
(without voluntary waiver and
 reimbursement)*

<PAGE>

*The Fund's management fee without waivers would be 0.65%.

        The  information  set forth in the table next to the caption  Total Fund
Operating  Expenses  (after  voluntary  fee waivers  and expense  reimbursement)
reflects voluntary expense waivers and commitments to pay Fund expenses to which
the Manager will adhere through  December 31, 1997. See Management - Expenses of
the Fund in the Prospectus for a discussion of waivers that will remain in place
through April 30, 1999.

        The following replaces the Example reflecting expenses for each Class of
the Fund under Fees and Expenses:
<TABLE>
<CAPTION>


                             Assuming Redemption                          Assuming No Redemption
                 1 year    3 years     5 years   10 years        1 year    3 years   5 years   10 years
                 ------    -------     -------   --------        ------    -------   -------   --------

<S>              <C>       <C>         <C>       <C>             <C>       <C>       <C>       <C>
Class A          $41(1)    $47         $54       $74             $41       $47       $54       $74

Class B          $51       $63         $78       $107(2)         $11       $33       $58       $107(2)

Class C          $21       $33         $58       $128            $11       $33       $58       $128
</TABLE>


(1) Generally, no redemption charge is assessed upon redemption of Class A
shares. Under certain circumstances, however, a limited contingent deferred
sales charge, which has not been reflected in this calculation, may be imposed
in the event of certain redemptions within 12 months of purchase.

(2) At the end of approximately eight years after purchase, Class B shares will
be automatically converted into Class A shares. The example above assumes
conversion of Class B shares at the end of the eighth year. However, the
conversion may occur as late as three months after the eighth anniversary of
purchase, during which time the higher 12b-1 Plan fees payable by Class B shares
will continue to be assessed. Information for the ninth and tenth years reflects
expenses of the Class A shares.

         The following replaces the table of sales charges applicable to Class A
shares in the section of the Prospectus entitled Class A Shares -- Front-End
Sales Charge Alternative under How to Purchase Shares:

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

                   Front-End Sales Charge as % of      Dealer's
                                                      Commission***
Amount of Purchase          Offering     Amount        as % of
                              Price      Invested**    Offering
                                                        Price

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


Less than $100,000             3.75%       3.93%       3.25%
$100,000 but under $250,000    3.00        3.05        2.50

<PAGE>

$250,000 but under $500,000    2.50        2.55        2.00
$500,000 but under $1,000,000* 2.00        2.06        1.75


  *There is no front-end sales charge on purchases of Class A shares of $1
million or more but, under certain limited circumstances, a 1% limited
contingent deferred sales charge may apply upon redemption of such shares.

 **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.

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 or 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 Underwriter
may hold special promotions for specified periods during which the Underwriter
may reallow to dealers up to the full amount of the 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 commission 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.
- -------------------------------------------------------------------------------

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

                                                      Dealer's Commission
                                                      -------------------
                                                      (as a percentage of
         Amount of Purchase                           amount purchased)
         ------------------
         Up to $2 million                                  1.00%
         Next $1 million up to $3 million                  0.75
         Next $2 million up to $5 million                  0.50
         Amount over $5 million                            0.25


         The following revises the section of the Prospectus entitled


<PAGE>

Contingent Deferred Sales Charge under How to Purchase Shares.

         A limited contingent deferred sales charge will be imposed on certain
redemptions of Class A shares made within 12 months of purchase, if such
purchases were made at net asset value and triggered payment by the Underwriter
of a dealer's commission.


         The following replaces the contingent deferred sales charge schedule
applicable to Class B shares in the section of the Prospectus entitled Class B
Shares-Contingent Deferred Sales Charge Alternative under How to Purchase
Shares:

         The following table sets forth the rates of the CDSC for the Class B
shares of the Fund:

                                                        Contingent Deferred
                                                         Sales Charge (as a
                                                            percentage of
                                                            dollar amount
         Year After Purchase Made                        subject to charge)
         ------------------------                        ------------------

                   0-2                                            4%
                   3-4                                            3%
                   5                                              2%
                   6                                              1%
                   7 and thereafter                               None

                   Dealer Reallowance                             4%


         The following replaces the section of the Prospectus entitled
Conversion Feature under How to Purchase Shares:

         Class B shares, other than shares acquired through reinvestment of
dividends, held for eight years after purchase are eligible for automatic
conversion into Class A shares. Conversions of Class B shares into Class A
shares will occur 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 

<PAGE>

have to hold Class B shares for as long as three additional months after the
eighth anniversary of purchase before the shares will automatically convert into
Class A shares.

         Class B shares of a fund acquired through a 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.

         The following supplements the section of the Prospectus entitled Class
C Shares - Level Sales Charge Alternative under How to Purchase Shares:

         The Underwriter pays an annual servicing fee of 1% (paid monthly
commencing in the thirteenth month after the sale of such shares) calculated on
the net assets attributable to sales made by such broker/dealers.

         The following supplements the section of the Prospectus entitled
Investment Adviser; Portfolio Management under Management:
         On Friday, May 30, 1997 at 10:00 p.m., Eastern Time, Delaware
Management Company, Inc. ("DMC") became the investment manager to the Fund. At
that time, Voyageur Fund Managers, Inc. ("VFM"), the previous investment manager
to the Fund, was merged into DMC. Prior to the merger, both VFM and DMC were
indirect, wolly owned subsidiaries of Lincoln National Corporation ("LNC"). DMC
remained an indirect, wholly owned subsidiary of LNC after the merger. The same
portfolio manager who has been responsible for day to day management of the Fund
with VFM will continue to manage the Fund as an employee of DMC under the Fund's
existing investment management agreement.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission