VOYAGEUR MUTUAL FUNDS III INC /MN/, 485APOS, 1999-05-11

VOYAGEUR MUTUAL FUNDS III INC /MN/
485APOS, 1999-05-11

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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
File No. 2-95928
File No. 811-4547

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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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-----
Pre-Effective Amendment No. ----
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Post-Effective Amendment No. 34 X
---- -----
AND
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 34
----

VOYAGEUR MUTUAL FUNDS III, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1818 Market Street, Philadelphia, Pennsylvania 19103
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (215) 255-2923
-------------

George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Public Offering: July 12, 1999

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
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X on July 12, 1999 pursuant to paragraph (a)(1)
----
75 days after filing pursuant to paragraph (a)(2)
----
on (date) pursuant to paragraph (a)(2) of Rule 485
----

Title of Securities Being Registered
------------------------------------
Tax-Efficient Equity Fund A Class, Tax-Efficient Equity Fund B Class,
Tax-Efficient Equity Fund C Class, Tax- Efficient Equity Fund
Institutional Class, Aggressive Growth Fund A Class, Aggressive Growth
Fund B Class, Aggressive Growth Fund C Class, Aggressive Growth Fund
Institutional Class, Growth Stock Fund A Class, Growth Stock Fund B Class,
Growth Stock Fund C Class, Growth Stock Fund Institutional Class

<PAGE>

--- C O N T E N T S ---

This Post-Effective Amendment No. 34 to Registration File No.
2-95928 includes the following:

1. Facing Page

2. Contents Page

3. Cross-Reference Sheets

4. Part A - Prospectus

5. Part B - Statement of Additional Information

6. Part C - Other Information

7. Signatures

<PAGE>
CROSS-REFERENCE SHEET

PART A
------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Location in Prospectuses

Aggressive Growth
Fund/
Growth Stock Fund Aggressive Growth
Class A Fund/
Class B Growth Stock Fund
Item No. Description Class C Institutional Class
- -------- ----------- ------- -------------------

1 Front and Back Cover Pages Same Same

2 Risk/Return Summary: Fund profiles Fund profiles
Investments, Risks and Performance

3 Risk/Return Summary: Fund profiles Fund profiles
Fee Table

4 Investment Objectives, Principal How we manage the How we manage the
Investment Strategies, and Related Funds Funds
Risks

5 Management's Discussion of N/A N/A
Performance

6 Management, Organization, and Who manages the Funds Who manages the Funds
Capital Structure

7 Shareholder Information How to buy shares; How to buy shares;
How to redeem shares; How to redeem shares;
Special services; Dividends, distributions
Dividends, distributions and taxes all under
and taxes all under About your account
About your account

8 Distribution Arrangements Choosing a share class; About your account
How to reduce sales
charges under About
your account

9 Financial Highlights Information Financial Highlights Financial Highlights

</TABLE>
<PAGE>
CROSS-REFERENCE SHEET
---------------------

PART A
------
(Continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Location in Prospectuses

Tax-Efficient Equity
Fund
Class A Tax-Efficient Equity
Class B Fund
Class C Institutional Class
------- -------------------
Item No. Description
- -------- -----------

1 Front and Back Cover Pages Same Same

2 Risk/Return Summary:
Investments, Risks and Performance Fund profile Fund profile

3 Risk/Return Summary:
Fee Table Fund profile Fund profile

4 Investment Objectives, Principal How we manage the How we manage the
Investment Strategies, and Related Fund Fund
Risks

5 Management's Discussion of N/A N/A
Performance

6 Management, Organization, and Who manages the Fund Who manages the Fund
Capital Structure

7 Shareholder Information How to buy shares; How to buy shares;
How to redeem shares; How to redeem shares;
Special services; Special services;
Dividends, distributions Dividends, distributions
and taxes all under About and taxes all under
your account About your account

8 Distribution Arrangements Choosing a share class; About your account
How to reduce sales
charges under About
your account

9 Financial Highlights Information Financial Highlights Financial Highlights

</TABLE>

<PAGE>
CROSS-REFERENCE SHEET
---------------------

PART B
------
<TABLE>
<CAPTION>
<S> <C> <C>
Global Bond Fund, International
Equity Fund, Emerging Markets
Fund, Global Equity Fund
Location in Statements
Item No. Description of Additional Information**
- -------- ----------- ---------------------------

10 Cover Page and Table of Contents Same

11 Fund History General Information

12 Description of the Fund and Its Investments and Risks Investment Restrictions and Policies

13 Management of the Fund Officers and Directors;
Purchasing Shares

14 Control Persons and Principal Holders of Securities Officers and Directors

15 Investment Advisory and Other Services Officers and Directors;
Purchasing Shares; Investment
Management Agreements and Sub-Advisory
Agreement;
General Information;
Financial Statements

16 Brokerage Allocation and Other Practices Trading Practices and Brokerage

17 Capital Stock and Other Securities General Information

18 Purchase, Redemption and Pricing of Shares Purchasing Shares; Redemption and
Exchange; Determining
Offering Price and Net Asset Value

19 Taxation of the Fund Accounting and Tax Issues; Distributions and
Taxes

20 Underwriters Purchasing Shares

21 Calculation of Performance Data Performance Information

22 Financial Statements Financial Statements

</TABLE>

<PAGE>

CROSS-REFERENCE SHEET
---------------------

PART C
------
<TABLE>
<CAPTION>

Item No. Description Location in Part C
-------- ----------- ------------------
<S> <C> <C>
23 Exhibits Item 23

24 Persons Controlled by or under Common
Control with Registrant Item 24

25 Indemnification Item 25

26 Business and Other Connections of the Investment Adviser Item 26

27 Principal Underwriters Item 27

28 Location of Accounts and Records Item 28

29 Management Services Item 29

30 Undertakings Item 30

</TABLE>

<PAGE>

DELAWARE
INVESTMENTS
-----------
Philadelphia * London

AGGRESSIVE GROWTH FUND
GROWTH STOCK FUND

Class A o Class B o Class C

PROSPECTUS
July 00, 1999

GROWTH OF CAPITAL FUNDS

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.

2
<PAGE>

TABLE OF CONTENTS

FUND PROFILES PAGE 1
Aggressive Growth Fund
Growth Stock Fund

HOW WE MANAGE THE FUNDS PAGE
Our investment strategies
The securities we typically invest in
The risks of investing in the Funds

WHO MANAGES THE FUNDS PAGE
Investment manager and sub-adviser
Portfolio managers
Fund administration (Who's who)

ABOUT YOUR ACCOUNT PAGE
Investing in the Funds
Choosing a share class
How to reduce your sales charge
How to buy shares
Retirement plans
How to redeem shares
Account minimums
Special services
Dividends, Distributions and Taxes

CERTAIN MANAGEMENT CONSIDERATIONS PAGE

FINANCIAL HIGHLIGHTS PAGE

3
<PAGE>

PROFILE: AGGRESSIVE GROWTH FUND

WHAT ARE THE FUND'S GOALS?
Aggressive Growth Fund seeks long-term capital appreciation. Although the Fund
will strive to meet its goals, there is no assurance that it will.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?
We invest primarily in common stocks of companies that we believe have the
potential for high earnings growth. We consider companies of any size, as long
as they are larger than $300 million in market capitalization. We look for
companies that are undervalued, but still have the potential for high earnings
growth.

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 value of your investment in the Fund
will increase and decrease according to changes in the value of the securities
in the Fund's portfolio. This Fund will be affected by declines in stock prices.
In addition, because Aggressive Growth Fund invests in companies of all sizes,
some of the companies it chooses may involve greater risk due to their smaller
size, narrow product lines and limited financial resources. For a more complete
discussion of risk, please see "The risks of investing in the Fund" on page
____.

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.

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 capital appreciation opportunities across a
broad range of industry sectors and company sizes.

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.

4
<PAGE>

HOW HAS AGGRESSIVE GROWTH FUND PERFORMED?

This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how returns for the Fund's Class A shares have varied over the
past four calendar years, as well as the average annual returns of all shares
for the one-year period and since inception. The Fund's past performance is not
necessarily an indication of how it will perform in the future. The returns
reflect voluntary expense caps in effect during the periods. The returns would
be lower without the voluntary caps.

[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (CLASS A)]
YEAR-BY-YEAR TOTAL RETURN

- -----------------------------------------------------------
1995 1996 1997 1998
- -----------------------------------------------------------
0.00% 0.00% 0.00% 0.00%
- -----------------------------------------------------------

The Fund's Class A shares had a 0.00% fiscal year-to-date return as of April 30,
1999. During the periods illustrated in this bar chart, Class A's highest return
was 00.00% for the quarter ended _________ and its lowest return was 0.00% for
the quarter ended ______________.

The maximum Class A sales charge of 5.75%, which is normally deducted when you
purchase shares, is not reflected in the total returns above. If this fee were
included, the returns would be less than those shown. The average annual returns
shown in the table on page __ do include the sales charge.

HOW HAS AGGRESSIVE GROWTH FUND PERFORMED? (CONTINUED)

AVERAGE ANNUAL RETURNS FOR PERIODS ENDING 12/31/98

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
CLASS A B C S&P 500 INDEX
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
(IF REDEEMED)* (IF REDEEMED)*
- -----------------------------------------------------------------------------------------------------------------
(INCEPTION 5/16/94) (INCEPTION 4/16/96) (INCEPTION 5/20/94)
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
1 year 0.00% 0.00% 0.00% 0.00%
- -----------------------------------------------------------------------------------------------------------------
Lifetime** 0.00% 0.00% 0.00% 0.00%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

The Fund's returns are compared to the performance of the S&P 500 Index. You
should remember that unlike the Fund, the index is unmanaged and doesn't reflect
the costs of operating a mutual fund, such as the costs of buying, selling and
holding the securities.

* If redeemed at end of period shown. If shares were not redeemed, the returns
for Class B would be 0.00% and 0.00%, respectively, for the one-year and
lifetime periods. Returns for Class C would be 0.00% and 00.00%,
respectively, for the one-year and lifetime periods.

** The S&P 500 Index return shown is for the Class A lifetime period. The Index
returns for Class B and Class C lifetime periods were 0.00% and 00.00%,
respectively. Maximum sales charges are included in the Fund returns above.

5
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
WHAT ARE AGGRESSIVE GROWTH FUND'S FEES AND EXPENSES? CLASS A B C
Sales charges are fees paid directly from your -----------------------------------------------------------------
investments when you buy or sell shares of the Fund. Maximum sales charge (load)
The Fund may waive or reduce sales charges; please see imposed on purchases as a
the Statement of Additional Information for details. 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
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES are deducted from the CLASS A B C
Fund's assets before it pays dividends and before its -----------------------------------------------------------------
net asset value and total return are calculated. We Management fees(4) 0.00% 0.00% 0.00%
will not charge you separately for these expenses. The -----------------------------------------------------------------
expenses shown opposite are based on amounts incurred Distribution and service (12b-1)
during the Fund's most recent fiscal year and do not fees 0.25% 1.00% 1.00%
reflect the voluntary waiver of fees by the investment -----------------------------------------------------------------
manager as discussed below. Other expenses 0.00% 0.00% 0.00%
-----------------------------------------------------------------
Total operating expenses* 0.00% 0.00% 0.00%
-----------------------------------------------------------------
*ACTUAL TOTAL OPERATING EXPENSES The investment manager Actual total operating expenses 1.75% 2.00% 2.00%
has agreed to waive fees and pay expenses through
[June 30, 1999], in order to prevent total operating
expenses (excluding any 12b-1 expenses, taxes,
interest, brokerage fees and extraordinary expenses)
from exceeding 1.50% of average daily net assets.(7)
The actual total operating expenses shown opposite are
based on amounts incurred during the Fund's most recent
fiscal year and reflect this voluntary waiver.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
This example is intended to help you compare CLASS 6 A B B C C
the cost of investing in the Fund to the (no (no
cost of investing in other mutual funds with redemption) redemption)
similar investment objectives. We show the ---------------------------------------------------------------------------------
cumulative amount of Fund expenses on a 1 year $000 $000 $000 $000 $000
hypothetical investment of $10,000 with an ---------------------------------------------------------------------------------
annual 5% return over the time shown.(5) 3 years $0,000 $0,000 $0,000 $0,000 $0,000
This is an example only, and does not ---------------------------------------------------------------------------------
represent future expenses, which may be 5 years $0,000 $0,000 $0,000 $0,000 $0,000
greater or less than those shown here. ----------------------------------------------------------------------------------
10 years $0,000 $0,000 $0,000 $0,000 $0,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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 certain
redemptions. 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.

3. Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.

4. Beginning April 1, 1999, a new management fee schedule became effective. The
fee table has been restated to reflect this new schedule.

5. The Fund's actual rate of return may be greater or less than the hypothetical
5% return we use here. Also, this example assumes that the Fund's total
operating expenses remain unchanged in each of the periods we show.

6. The Class B example reflects the conversion of Class B shares to Class A
Shares after approximately eight years. Information for the ninth and tenth
years reflects expenses of the Class A Shares. This example does not reflect
the investment manager's voluntary expense cap.

7. The voluntary commitments of waiver and payment have varied over the life of
the Fund.

6
<PAGE>

PROFILE: GROWTH STOCK FUND

WHAT ARE THE FUND'S GOALS?
Growth Stock Fund seeks long-term capital appreciation. Although the Fund will
strive to achieve its goal, there is no assurance that it will.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?
We invest primarily in common stocks that we believe have the potential for
long-term capital appreciation. Our strategy is to identify large,
well-established growth companies with a track record of consistent earnings and
dividend increases.

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, which can be caused by a decline
in the stock market or poor performance from specific companies that can result
from negative earnings reports or dividend reductions.

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

WHO SHOULD INVEST IN THE FUND
o Investors with long-term financial goals.
o Investors looking for capital growth potential.
o Investors looking for a fund that can be a complement to income-producing or
value-oriented investments.

WHO SHOULD NOT INVEST IN THE FUND
o Investors with short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
sometimes significantly, over the short term.
o Investors whose primary goal is to receive current income.

7
<PAGE>

HOW HAS GROWTH STOCK FUND PERFORMED?

This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how returns for the Fund's Class A shares have varied over the
past ten calendar years, as well as the average annual returns of all shares for
the one-, five- and ten-year periods. The Fund's past performance is not
necessarily an indication of how it will perform in the future. The returns
reflect voluntary expense caps. The returns would be lower without the voluntary
caps.

[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (CLASS A)]
YEAR-BY-YEAR TOTAL RETURN

Growth Stock Fund A Class

The maximum Class A sales charge of 5.75%, which is normally deducted when you
purchase shares, is not reflected in the total returns above. If this fee were
included, the returns would be less than those shown. The average annual returns
in the table shown on page __ do include the sales charge.

HOW HAS GROWTH STOCK FUND PERFORMED? (CONTINUED)

AVERAGE ANNUAL RETURNS FOR PERIODS ENDING 12/31/98

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A B C S&P 500 INDEX
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
(IF REDEEMED)* (IF REDEEMED)*
- ------------------------------------------------------------------------------------------------------------------------------------
(INCEPTION 8/1/85) (INCEPTION 9/8/95) (INCEPTION 10/21/95)
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
1 year 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
5 years 0.00% N/A N/A 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
10 years or 0.00% 0.00% 0.00% 0.00%
lifetime**
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

** Lifetime returns are shown if the Fund or Class existed for less than ten
years. The Morgan Stanley World Index return shown is for ten years. The
Index returns for Class B and Class C lifetime periods were 00.00% and
00.00%, respectively. Maximum sales charges are included in the Fund returns
in the table.

8
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
WHAT ARE GROWTH STOCK FUND'S FEES AND EXPENSES? Sales CLASS A B C
charges are fees paid directly from your investments ---------------------------------------------------------------
when you buy or sell shares of the Fund. The Fund may Maximum sales charge (load)
waive or reduce sales charges; please see the imposed on purchases as a
Statement of Additional Information for details. 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
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES are deducted from the CLASS A B C
Fund's assets CLASS A B C before it pays dividends and ---------------------------------------------------------------
before its net asset value and total return are Management fees(4) 0.00% 0.00% 0.00%
calculated. We will not charge you separately for ---------------------------------------------------------------
these expenses. The expenses shown opposite are based Distribution and service (12b-1)
on amounts incurred during the Fund's most recent fees 0.25% 1.00% 1.00%
fiscal year and do not reflect the voluntary waiver of ---------------------------------------------------------------
fees by the investment manager as discussed below. Other expenses 0.00% 0.00% 0.00%
---------------------------------------------------------------
Total operating expenses* 0.00% 0.00% 0.00%
---------------------------------------------------------------
*ACTUAL TOTAL OPERATING EXPENSES The investment manager Actual total operating expenses 1.75% 2.00% 2.00%
has agreed to waive fees and pay expenses through
[June 30, 1999], in order to prevent total operating
expenses (excluding any 12b-1 expenses, taxes,
interest, brokerage fees and extraordinary expenses)
from exceeding 1.50% of average daily net assets.(7)
The actual total operating expenses shown opposite are
based on amounts incurred during the Fund's most recent
fiscal year and reflect this voluntary waiver.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
This example is intended to help you compare CLASS 6 A B B C C
the cost of investing in the Fund to the (no (no
cost of investing in other mutual funds with redemption) redemption)
similar investment objectives. We show the ---------------------------------------------------------------------------------
cumulative amount of Fund expenses on a 1 year $000 $000 $000 $000 $000
hypothetical investment of $10,000 with an ---------------------------------------------------------------------------------
annual 5% return over the time shown. 5 This 3 years $0,000 $0,000 $0,000 $0,000 $0,000
is an example only, and does not represent ---------------------------------------------------------------------------------
future expenses, which may be greater or 5 years $0,000 $0,000 $0,000 $0,000 $0,000
less than those shown here. ----------------------------------------------------------------------------------
10 years $0,000 $0,000 $0,000 $0,000 $0,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 certain
redemptions. 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.

3. Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge. 4. Beginning April 1, 1999, a new
management fee schedule became effective. The fee table has been restated to
reflect this new schedule.

7. The voluntary commitments of waiver and payment have varied over the life of
the Fund.

9
<PAGE>

HOW WE MANAGE THE FUNDS

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 Funds. Following is a description of how the portfolio
managers pursue each Funds' investment goal.

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

AGGRESSIVE GROWTH FUND
For the Aggressive Growth Fund, we strive to identify companies that offer the
potential for long-term price appreciation because they are likely to experience
high earnings growth. The companies we choose for the portfolio typically
exhibit one or more of the following characteristics:

o A history of high growth in earnings-per-share
o Projections for high future growth or acceleration in earnings-per-share
o A price-to-earnings ratio that is low relative to other stocks
o Discounted cash flows that are high relative to other stocks.

Once we identify stocks that have these characteristics, we further evaluate the
company. We look at the capability of the management team, the strength of the
company's position within its industry, whether its internal structure can
support continued growth, how high the company's return on equity is, how much
of the company's profits are reinvested into the company to fuel additional
growth, and how stringent the company's financial and accounting policies are.

All of these give us insight into the outlook for the company, helping us to
identify companies poised for high earnings growth. We believe that this high
earnings growth, if it occurs, would result in price appreciation for the
company's stock.

We maintain a well-diversified portfolio, typically holding a mix of different
stocks, representing a wide array of industries and a mix of small companies,
medium-size companies and large companies.

GROWTH STOCK FUND
The Growth Stock Fund's objective is long-term capital appreciation. Our
strategy for the Fund is to invest at least 80% of the Fund's assets in common
stock.

We primarily consider companies whose earnings and dividend records have
received either an A+ or A rating (the two highest ratings) from Standard &
Poor's, a nationally recognized statistical ratings organization. From the list
of stocks that have received this rating, we typically select 20 to 30 companies
for the portfolio. We evaluate the following factors:

o potential increased demand for the company's products or services;
o development of new or improved products or services;
o probability of increased operating efficiency;
o positive changes in management;
o emphasis on research and development;
o likelihood of mergers or acquisitions; and,
o the company's opportunities relative to cyclical economic conditions
o whether the stock appears temporarily undervalued.

Growth Stock Fund follows a long-term approach to investing. As long as the
outlook for the company remains favorable, we generally hold stocks for long
periods, striving to capture the full capital appreciation potential.

10
<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
- ------------------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND GROWTH STOCK FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS: Securities that Generally, we invest 90% to 100% of Under normal market conditions, we
represent shares of ownership in a net assets in common stock. We may will invest at least 80% of the
corporation. Stockholders participate invest in companies of any size Fund's assets in common stock. We
in the corporation's profits and greater than $300 million in market typically invest at least 75% of
losses, proportionate to the number of capitalization. the Fund's assets in stocks whose
shares they own. earnings and dividend records are
rated A+ or A by Standard and Poor's.
- ------------------------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS: An agreement Typically, we use repurchase agreements as a short-term investment for a Fund's cash
between a buyer and seller of position. In order to enter into these repurchase agreements, the Fund must have collateral
securities in which the seller agrees of at least 102% of the repurchase price.
to buy the securities back within a
specified time at the same price the
buyer paid for them, plus an amount
equal to an agreed upon interest rate.
Repurchase agreements are often viewed
as equivalent to cash.
- ------------------------------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES: Privately We may invest in privately placed securities that are eligible for resale only
placed securities whose resale is among certain institutional buyers without registration. These are commonly
restricted under securities law. known as Rule 144A Securities. Restricted securities that are determined to be
illiquid may not exceed the Fund's 15% limit on illiquid securities, which is
described below.
- ------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID SECURITIES: Securities that We may invest up to 15% of net assets in illiquid securities, including
cannot be readily sold, or can only be repurchase agreements with maturities of over seven days.
sold at a price substantially lower
than the Fund has valued them.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Aggressive Growth Fund may also invest in other securities including preferred
stocks, convertible securities, warrants, rights, debt securities of government
or corporate issuers or investment company securities. Growth Stock Fund may
also invest in preferred stock, debt securities of government or corporate
issuers and investment company securities. Both Funds may invest up to 10% of
net assets in foreign securities; however, the managers have no present
intention of doing so.

Please see the Statement of Additional Information for additional descriptions
and risk information on these securities as well as those listed in the table
above. You can find additional information about the investments in the Fund's
portfolio in the annual or semi-annual shareholder report.

LENDING SECURITIES
Each Fund may lend up to 25% of its assets to qualified dealers and investors
for their use in security transactions.

PURCHASING SECURITIES ON A WHEN-ISSUED OR DELAYED DELIVERY BASIS
Each 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.

BORROWING FROM BANKS
Each Fund may borrow money as a temporary measure for extraordinary purposes or
to facilitate redemptions, though the Funds normally do not do so. Aggressive
Growth Fund will not purchase new securities if borrowing exceeds 5% of net
assets.

PORTFOLIO TURNOVER
We anticipate that Aggressive Growth Fund's annual portfolio turnover may be
greater 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 can result in increased transaction costs and tax liability for the
Fund. We anticipate that Growth Stock Fund's annual turnover will be less than
100%.

11
<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. Because of the nature of the Funds, you should
consider your investment to be a long-term investment that typically provides
the best results when held for a number of years. The following are the chief
risks you assume when investing in Aggressive Growth Fund or Growth Stock Fund.
Please see the Statement of Additional Information for further discussion of
these risks and the other risks not discussed here.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
RISKS HOW WE STRIVE TO MANAGE THEM
- ------------------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND GROWTH STOCK FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
MARKET RISK is the risk that all or a majority We maintain a long-term investment approach and focus on stocks we believe can
of the securities in a certain market -- like appreciate over an extended time frame regardless of interim market fluctuations.
the stock or bond market -- will decline in We do not try to predict overall stock market movements and though we may hold
value because of factors such as economic securities for any amount of time, we typically do not trade for short-term
conditions, future expectations or investor purposes.
confidence.
We may hold a substantial part of each Fund's assets in cash or cash equivalents
as a temporary, defensive strategy.
- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRY AND SECURITY RISK is the risk that the We limit the amount of each Fund's assets invested in any one industry and in any
value of securities in a particular industry or individual security. We also follow a rigorous selection process before choosing
the value of an individual stock or bond will securities and continuously monitor them while they remain in the d portfolio.
decline because of changing expectations for
the performance of that industry or for the
individual company issuing the stock.
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANY SIZE RISK is the risk that prices of Aggressive Growth Fund seeks Growth Stock Fund tends to focus on larger,
small and medium-size companies may be more opportunities among companies more established companies that are less
volatile than larger companies because of of all sizes. Because its affected by this risk.
limited financial resources or dependence on portfolio does not concentrate
narrow product lines. specifically on small or
medium size companies, this
risk may be balanced by our
holdings of large companies.
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREST RATE RISK is the risk that We analyze each company's Growth Stock Fund is generally not subject
securities will decrease in value if financial situation and its to interest rate risk because we do not
interest rates rise. The risk is generally cash flow to determine the typically invest in fixed income securities
associated with bonds; however, because company's ability to finance and the larger companies we do invest in are
small and medium-size companies often future expansion and not as sensitive to interest rate changes.
borrow money to finance their operations, operations. The potential
they may be adversely affected by effect that rising interest
rising interest rates. rates might have on a stock is
taken into consideration
before the stock is purchased.
- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN RISK is the risk that foreign We typically invest only a small portion of either Fund's portfolio in foreign
securities may be adversely affected by securities. When we do purchase foreign securities, they are often
political instability, changes in currency denominated in U.S. dollars.
exchange rates, foreign economic conditions or
inadequate regulatory and accounting standards.
- ------------------------------------------------------------------------------------------------------------------------------------
LIQUIDITY RISK is the possibility that We limit exposure to illiquid securities.
securities cannot be readily sold, if at all,
at approximately the price that the Series
values them.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

12
<PAGE>

WHO MANAGES THE FUNDS

INVESTMENT MANAGERS AND SUB-ADVISERS
The Funds are managed by Delaware Management Company, a series of Delaware
Management Business Trust, which is an indirect, wholly owned subsidiary of
Delaware Management Holdings, Inc. Voyageur Asset Management LLC is Growth Stock
Fund's sub-adviser. As sub-adviser, Voyageur is responsible for day-to-day
management of Growth Stock Fund's assets. Delaware Management Company
administers the Funds' affairs and has ultimate responsibility for all
investment advisory services for the Fund. Delaware Management Company also
supervises the sub-adviser's performance. For their services to the Fund, the
manager and sub-adviser were paid an aggregate fee for the last fiscal year as
follows reflecting the voluntary waiver of fees by the manager:

INVESTMENT MANAGEMENT FEES

- --------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND GROWTH STOCK FUND
- --------------------------------------------------------------------------------
As a percentage of average daily
net assets 0.00% 0.00%
- --------------------------------------------------------------------------------

PORTFOLIO MANAGERS

AGGRESSIVE GROWTH FUND

Gerald S. Frey has primary responsibility for making day-to-day investment
decisions for the Aggressive Growth Fund. When making investment decisions for
the Fund, Mr. Frey regularly consults with Marshall T. Bassett, John A. Heffern,
Jeffrey W. Hynoski and Lori P. Wachs.

GERALD S. FREY, Vice President/Senior Portfolio Manager
Mr. Frey 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. Mr. Frey has been
senior portfolio manager for the Fund since May 1, 1997.

MARSHALL T. BASSETT, Vice President
Mr. Bassett joined Delaware Investments in 1997. In his most recent position, he
served as Vice President in Morgan Stanley Asset Management's Emerging Growth
Group, where he analyzed small growth companies. Prior to that, he was a trust
officer at Sovran Bank and Trust Company. He received his bachelor's degree and
MBA from Duke University.

JOHN A. HEFFERN, Vice President
Mr. Heffern holds a bachelor's degree and an MBA from the University of North
Carolina at Chapel Hill. He joined Delaware Investments in 1997. Previously, he
was a Senior Vice President, Equity Research at NatWest Securities Corporation's
Specialty Finance Services unit. Prior to that, he was a Principal and Senior
Regional Bank Analyst at Alex. Brown & Sons.

JEFFREY W. HYNOSKI, Vice President
Mr. Hynoski joined Delaware Investments in 1998. Previously he served as a Vice
President at Bessemer Trust Company in the mid and large capitalization growth
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 and Financial Economics from Pace University.

13
<PAGE>

STEPHEN T. LAMPE, Vice President
Mr. Lampe earned a bachelor's degree and an MBA at the University of
Pennsylvania's Wharton School. He joined Delaware Investments in 1995 and
provides analytical services for small and mid-capitalization stocks,
specializing in financial services and business services. He previously served
as a manager at Price Waterhouse, specializing in financial services firms. Mr.
Lampe is a Certified Public Accountant.

LORI P. WACHS, Vice President
Ms. Wachs joined Delaware Investments in 1992 from Goldman Sachs, where she was
an equity analyst for two years. She is a graduate of the University of
Pennsylvania's Wharton School, where she majored in Finance and Oriental
Studies.

GROWTH STOCK FUND

James King has day-to-day portfolio management responsibility for Growth Stock
Fund.

JAMES KING, Executive Vice President and Chief Investment Officer of Voyageur
Asset Management LLC Mr. King is a member of the Voyageur Board of Directors and
the firm's Chief Investment Officer for equities. As a senior portfolio manager,
Mr. King also manages more than $500 million in high-quality growth stock
accounts under a disciplined philosophy he has followed for more than two
decades. Mr. King has been named "Top Equity Manager" in the United States by
Pension and Investment Age magazine on two occasions and by A.G. Becker once. A
past President of the Financial Analysts Society of Des Moines and Drake
University lecturer, Mr. King has been in the investment management industry
since 1966.

14
<PAGE>

WHO'S WHO?

This diagram shows the various organizations involved with managing,
administering, and servicing the Delaware Investments funds.

[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED
WITH MANAGING, ADMINISTERING, AND SERVICING THE DELAWARE INVESTMENTS
FUNDS]
BOARD OF DIRECTORS

INVESTMENT MANAGER THE FUNDS CUSTODIAN
Delaware Management Company The Chase Manhattan Bank
One Commerce Square 4 Chase Metrotech Center
Philadelphia, PA 19103 Brooklyn, NY 11245

SUB-ADVISER
Voyageur Asset Management LLC
90 South Seventh Street, Suite 4300
Minneapolis, MN 55402

<TABLE>
<CAPTION>
<S> <C> <C>
PORTFOLIO MANAGERS DISTRIBUTOR SERVICE AGENT
(see page __ for details) Delaware Distributors, L.P. Delaware Service Company, Inc.
1818 Market Street 1818 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19103
</TABLE>

FINANCIAL ADVISERS

SHAREHOLDERS

BOARD OF DIRECTORS A mutual fund is governed by a board of directors which has
oversight responsibility for the management of the fund's business affairs.
Directors 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 directors must be independent of the fund's
investment manager or distributor. These independent fund directors, 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.

SUB-ADVISER A sub-adviser is a company generally responsible for the management
of the fund's assets. They are selected and supervised by the investment
manager.

PORTFOLIO MANAGERS Portfolio managers are employed by the investment manager or
sub-adviser 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 typically place them with a qualified bank custodian who
segregates fund securities from other bank assets.

15
<PAGE>

DISTRIBUTOR Most mutual funds continuously offer new shares to the public
through distributors who are regulated as broker-dealers and are subject to
National Association of Securities Dealers, 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 directors. 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.

16
<PAGE>

ABOUT YOUR ACCOUNT

INVESTING IN THE FUNDS
You can choose from a number of share classes for each 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 0.25%
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 unless purchased at net asset value and redeemed within the first two
years from the date of purchase.

CLASS A SALES CHARGES

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Amount of purchase Sales charge Sales charge as % of amount invested Dealer's commission as
as % of % of offering price
offering price
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Aggressive Growth Growth Stock
- ------------------------------------------------------------------------------------------------------------------------------------
Less than $50,000 5.75% 0.00% 0.00% 5.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$50,000 but under $100,000 4.75% 0.00% 0.00% 4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$100,000 but under $250,000 3.75% 0.00% 0.00% 3.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$250,000 but under $500,000 2.50% 0.00% 0.00% 2.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$500,000 but under $1,000,000 2.00% 0.00% 0.00% 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 may have to pay a limited contingent deferred sales charge of 1% if you
redeem these shares within the first year after your purchase and 0.50% if you redeem them within the second year.
- ------------------------------------------------------------------------------------------------------------------------------------
Amount of purchase Sales charge as % of Sales charge as % of amount Dealer's commission as % of
offering price invested 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>

17
<PAGE>

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 0.25%.
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 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 Funds 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.

18
<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>
- ------------------------------------------------------------------------------------------------------------------------------------
Letter of Intent Through a Letter of Intent you X Although the Letter of
agree to invest a certain Intent and Rights of
amount in Delaware Investment Accumulation do not apply
Funds (except money market to the purchase of Class
funds with no sales charge) B and C shares, you can
over a 13-month period to combine your purchase of
qualify for reduced front-end Class A shares with your
sales charges. purchase of B and C
shares to fulfill your
Letter of Intent or
qualify for Rights of
Accumulation.
- ------------------------------------------------------------------------------------------------------------------------------------
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 shares Up to 12 months after you X Not available.
redeem shares, you can reinvest
the proceeds without paying a
front-end sales charge.
- ------------------------------------------------------------------------------------------------------------------------------------
SIMPLE IRA, SEP IRA, SARSEP, Prototype These investment plans may X There is no reduction in
Profit Sharing, Pension, 401(k), SIMPLE qualify for reduced sales sales charge for Class B
401(k), 403(b)(7), and 457 Retirement charges by combining the or Class C shares for
Plans purchases of all members of the group purchases by
group. Members of these groups retirement plans.
may also qualify to purchase
shares without a front-end sales
charge and a waiver of any
contingent deferred sales
charges.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

19
<PAGE>

HOW TO BUY SHARES

[GRAPHIC OMITTED: ILLUSTRATION OF A PERSON]

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: ILLUSTRATION OF AN ENVELOPE]

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: ILLUSTRATION OF A JAGGED LINE]

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: ILLUSTRATION OF AN EXCHANGE SYMBOL]

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: ILLUSTRATION OF A KEYPAD]

THROUGH AUTOMATED SHAREHOLDER SERVICES
You can purchase or exchange shares through Delaphone, our automated telephone
service, or through our web site, www.delawarefunds.com. For more information
about how to sign up for these services, call our Shareholder Service Center at
800.523.1918.

20
<PAGE>

ABOUT YOUR ACCOUNT (continued)

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 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 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. Currently the Exchange is closed when the
following holidays are observed: New Year's Day, Martin Luther King, Jr.'s
Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas. We reserve the right to reject any purchase
order.

We determine the Funds' net asset value (NAV) per share at the close of 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 directors. Any fixed-income securities that have a
maturity of less than 60 days we price at amortized cost. We price all other
securities at their fair market value using a method approved by the board of
directors.

RETIREMENT PLANS
In addition to being an appropriate investment for your Individual Retirement
Account (IRA), Roth IRA and Education IRA, shares in the Funds 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 these Funds 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.

21
<PAGE>

HOW TO REDEEM SHARES

[GRAPHIC OMITTED: ILLUSTRATION OF A PERSON]

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: ILLUSTRATION OF AN ENVELOPE]

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 $50,000 or
more, 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: ILLUSTRATION OF A TELEPHONE]

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: ILLUSTRATION OF A JAGGED LINE]

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, the First Union Bank fee (currently
$7.50) will be deducted from your proceeds. Bank information must be on file
before you request a wire redemption.

[GRAPHIC OMITTED: ILLUSTRATION OF A KEYPAD]

THROUGH AUTOMATED SHAREHOLDER SERVICES
You can redeem shares through Delaphone, our automated telephone service, or
through our web site, www.delawarefunds.com. For more information about how to
sign up for these services, call our Shareholder Service Center at 800.523.1918.

22
<PAGE>

ABOUT YOUR ACCOUNT (continued)

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 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.

23
<PAGE>

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 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 similar 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.

24
<PAGE>

ABOUT YOUR ACCOUNT (CONTINUED)

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.

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 these Funds is the same whether you
reinvest your dividends or receive them in cash. Distributions from a 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.
Distributions declared in October, November or December but paid in January are
taxable as if they were paid in December.

25
<PAGE>

CERTAIN MANAGEMENT CONSIDERATIONS

YEAR 2000
As with other mutual funds, financial and business organizations and individuals
around the world, the Funds could be adversely affected if the computer systems
used by their 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." Each Fund is taking steps to obtain satisfactory
assurances that its major service providers are taking 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 Funds. The
portfolio managers and investment professionals of each Fund consider Year 2000
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 affect of Year 2000 on any company or the performance of its
securities.

INVESTMENTS BY FUND OF FUNDS
Aggressive Growth Fund accepts investments from the series portfolios of
Delaware Group Foundation Funds, a fund of funds. From time to time, the Fund
may experience large investments or redemptions due to allocations or
rebalancings by Foundation Funds. While it is impossible to predict the overall
impact of these transactions over time, there could be adverse effects on
portfolio management. For example, the Fund may be required to sell securities
or invest cash at times when it would not otherwise do so. These transactions
could also have tax consequences if sales of securities result in gains, and
could also increase transactions costs or portfolio turnover. The manager will
monitor transactions by Foundation Funds and will attempt to minimize any
adverse effects on the Fund and Foundation Funds as a result of these
transactions.

26
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund share. This information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling 800.523.1918.

27
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Aggressive
Aggressive Growth A Class Period Growth B Class Period
Year Ended 4/30 5/16/94(1) Year Ended 4/30 4/16/96(1)
------------------------------------ through ------------------ through
1999 1998(2) 1997 1996 4/30/95 1999 1998(2) 1997 4/30/96
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $11.770 $13.080 $10.400 $10.000 $11.570 $13.060 $11.910

Income (loss) from investment operations
Net investment income (loss) (0.052) (0.180) (0.100) (0.090) (0.061) (0.210) (0.010)
Net realized and unrealized
gain (loss) on investments 11.127 0.960 3.270 0.490 10.766 0.810 1.160
------- ------- ------- ------- ------- ------- -------
Total from investment operations 11.075 0.780 3.170 0.400 10.705 0.600 1.150
------- ------- ------- ------- ------- ------- -------

LESS DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (2.275) (2.090) (0.400) none (2.275) (2.090) none
Distributions from net realized
gain on investments none none (0.090) none none none none
------- ------- ------- ------- ------- ------- -------
Total dividends and distributions (2.275) (2.090) (0.490 none (2.275) (2.090) none
------- ------- ------- ------- ------- ------- -------

NET ASSET VALUE, END OF PERIOD $20.570 $11.170 $13.080 $10.400 $20.000 $11.570 $13.060
======= ======= ======= ======= ======= ======= =======

TOTAL RETURN(3) 98.60% 4.34% 31.02% 4.00% 97.12% 2.84% 9.66%

Ratios and supplemental data
Net assets, end of period (000 omitted) $31,926 $4,944 $4,334 $2,189 $16,539 $95 $0
Ratio of expenses to average net assets 1.75% 1.84% 2.01% 1.74% 2.50% 2.57% 1.86%
Ratio of expenses to average net assets 2.29% 2.65% 2.74% 2.97% 3.04% 3.37% 1.86%
prior to expense limitation
Ratio of net investment income (loss) (0.69%) (1.38%) (1.00%) (1.21%) (1.44%) (1.97%) (1.39%)
to average net assets
Ratio of net investment income (loss)
to average net assets (1.23%) (2.19%) (1.73%) (2.44%) (1.98%) (2.77%) (1.39%)
prior to expense limitation
Portfolio turnover 356% 180% 166% 88% 356% 180% 166%
- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Aggressive
Growth C Class Period
Year Ended 4/30 5/20/94(1)
----------------------------------- through
1999 1998(2) 1997 1996 4/30/95
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $11.470 $12.880 $10.330 $10.000

Income (loss) from investment operations
Net investment income (loss) (0.071) (0.230) (0.210) (0.160)
Net realized and unrealized
gain (loss) on investments 10.676 0.910 3.250 0.490
------- ------- ------- -------
Total from investment operations 10.605 0.680 3.040 0.330
------- ------- ------- -------

Less dividends and distributions
Dividends from net investment income (2.275) (2.090) (0.400) none
Distributions from net realized
gain on investments none none (0.090) none

Total dividends and distributions (2.275) (2.090) (0.490) none
------- ------- ------- -------

Net asset value, end of period $19.800 $11.470 $12.880 $10.330
======= ======= ======= =======

Total return(3) 96.99% 3.58% 29.96% 3.30%

Ratios and supplemental data
Net assets, end of period (000 omitted) $5,892 $222 $150 $128
Ratio of expenses to average net assets 2.50% 2.62% 2.77% 2.40%
Ratio of expenses to average net assets
prior to expense limitation 3.04% 3.43% 3.50% 3.50%
Ratio of net investment income (loss)
to average net assets (1.44%) (2.02%) (1.73%) (1.80%)
Ratio of net investment income (loss)
to average net assets
prior to expense limitation (1.98%) (2.83%) (2.46%) (2.90%)
Portfolio turnover 356% 180% 166% 88%
- -------------------------------------------------------------------------------------------
</TABLE>

(1) Date of initial public offering; ratios have been annualized and total
return has not been annualized.
(2) Commencing May 1, 1997, Delaware Management Company replaced Voyageur Fund
Managers, Inc., as the Fund's investment manager.
(3) Does not include maximum sales charge of 4.75% nor the 1% limited
contingent deferred sales charge that would apply in the event of certain
redemptions within 12 months of purchase of A Class. Does not include
contingent deferred sales charge which varies from 1-4% depending upon the
holding period for B Class shares.

28
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Growth Stock A Class Growth Stock B Class Period
Year Ended 4/30 Year Ended 4/30 9/8/95(1)
---------------------------------------------------- ------------------------- through
1999 1998(2) 1997 1996 1995 1994 1999 1998(2) 1997 4/30/96
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $25.340 $23.660 $19.910 $17.510 $17.810 $24.930 $23.390 $21.640

Income (loss) from investment operations
Net investment income (loss) 0.029 0.160 0.080 0.150 0.070 (0.165) none 0.060
Net realized and unrealized
gain (loss) on investments 8.591 3.360 4.820 2.770 (0.160) 8.425 3.300 2.960
------- ------- ------- ------- ------- ------- ------- -------
Total from investment operations 8.620 3.520 4.900 2.920 (0.090) 8.260 3.300 3.020
------- ------- ------- ------- ------- ------- ------- -------

LESS DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income (0.113) (0.080) (0.110) (0.130) (0.060) none none (0.230)
Distributions from net realized
gain on investments (2.017) (1.760) (1.040) (0.390) (0.150) (1.990) (1.760) (1.040)
------- ------- ------- ------- ------- ------- ------- -------
Total dividends and distributions (2.130) (1.840) (1.150) (0.520) (0.210) (1.990) (1.760) (1.270)
------- ------- ------- ------- ------- ------- ------- -------

NET ASSET VALUE, END OF PERIOD $31.830 $25.340 $23.660 $19.910 $17.510 $31.200 $24.930 $23.390
======= ======= ======= ======= ======= ======= ======= =======

TOTAL RETURN(3) 35.27% 15.27% 25.00% 17.04% (0.52%) 34.29% 14.50% 14.37%

Ratios and supplemental data
Net assets, end of period (000 omitted) $41,196 $34,255 $28,956 $23,651 $28,518 $1,903 $1,182 $454
Ratio of expenses to average net assets 1.75% 1.72% 1.78% 1.90% 1.90% 2.50% 2.47% 2.41%
Ratio of expenses to average net assets
prior to expense limitation 1.82% 1.72% 1.87% 1.99% 2.13% 2.57% 2.47% 2.50%
Ratio of net investment income (loss)
to average net assets 0.07% 0.68% 0.36% 0.75% 0.40% (0.67%) (0.01%) (0.62%)
Ratio of net investment income (loss)
to average net assets
prior to expense limitation -- 0.68% 0.27% 0.66% 0.17% (0.74%) (0.01%) (0.71%)
Portfolio turnover 9% 29% 37% 22% 34% 9% 29% 37%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Growth Stock C Class Period
Year Ended 4/30 10/31/95(1)
------------------------- through
1999 1998(2) 1997 4/30/96
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $24.930 $23.430 $22.610

Income (loss) from investment operations
Net investment income (loss) (0.192) 0.070 0.110
Net realized and unrealized
gain (loss) on investments 8.442 3.220 2.000
------- ------- -------
Total from investment operations 8.250 3.290 2.110
------- ------- -------

LESS DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income none (0.030) (0.250)
Distributions from net realized
gain on investments (1.990) (1.760) (1.040)
------- ------- -------
Total dividends and distributions (1.990) (1.790) (1.290)
------- ------- -------

NET ASSET VALUE, END OF PERIOD $31.190 $24.930 $23.430
======= ======= =======

TOTAL RETURN(3) 34.25% 14.42% 9.72%

Ratios and supplemental data
Net assets, end of period (000 omitted) $1,112 $712 $104
Ratio of expenses to average net assets 2.50% 2.47% 2.35%
Ratio of expenses to average net assets
prior to expense limitation 2.57% 2.47% 2.43%
Ratio of net investment income (loss)
to average net assets (0.67%) 0.14% (0.65%)
Ratio of net investment income (loss)
to average net assets
prior to expense limitation (0.74%) 0.14% (0.73%)
Portfolio turnover 9% 29% 37%
- -----------------------------------------------------------------------------------
</TABLE>

29
<PAGE>

HOW TO READ THE FINANCIAL HIGHLIGHTS

NET INVESTMENT INCOME
Net investment income includes dividend and interest income earned from the
Fund's securities; it is after expenses have been deducted.

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
A realized gain on investments occurs when we sell an investment at a profit,
while a realized loss on investments occurs when we sell an investment at a
loss. When an investment increases or decreases in value but we do not sell it,
we record an unrealized gain or loss. The amount of realized gain per share that
we pay to shareholders is listed under "Less dividends and
distributions-Distributions from net realized gain on investments."

NET ASSET VALUE (NAV)
This is the value of a mutual fund share, calculated by dividing the net assets
by the number of shares outstanding.

TOTAL RETURN
This represents the rate that an investor would have earned or lost on an
investment in the Fund. In calculating this figure for the financial highlights
table, we include applicable fee waivers, exclude front-end and contingent
deferred sales charges, and assume the shareholder has reinvested all dividends
and realized gains.

NET ASSETS
Net assets represent the total value of all the assets in the Fund's portfolio,
less any liabilities, that are attributable to that class of the Fund.

RATIO OF EXPENSES TO AVERAGE NET ASSETS
The expense ratio is the percentage of net assets that a fund pays annually for
operating expenses and management fees. These expenses include accounting and
administration expenses, services for shareholders, and similar expenses.

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS
We determine this ratio by dividing net investment income by average net assets.

PORTFOLIO TURNOVER RATE
This figure tells you the amount of trading activity in a fund's portfolio. For
example, a fund with a 50% turnover has bought and sold half of the value of its
total investment portfolio during the stated period.

30
<PAGE>

[BEGIN GLOSSARY RUNS ALONG THE BOTTOM OF THE PAGES ]

HOW TO USE THIS GLOSSARY

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.

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. See also
NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.

CAPITAL
The amount of money you invest.

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.

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.

31
<PAGE>

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.

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.

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 BONDS.

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.

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.

NATIONAL ASSOCIATION OF SECURITIES DEALERS (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
(Moody's), Standard & Poor's Corporation (S&P), Duff & Phelps, Inc. (Duff), and
Fitch Investor Services, Inc. (Fitch).

32
<PAGE>

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.

PREFERRED STOCK
Preferred stock has preference over common stock in the payment of dividends and
liquidation of assets. Preferred stocks 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.

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.

S&P 500 INDEX
The Standard & Poor's 500 Composite Stock Index; an unmanaged index of 500
widely held common stocks that is often used to represent performance of the
U.S. stock market.

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
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.

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.

33
<PAGE>

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.

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.

[END GLOSSARY]

34
<PAGE>

[BACK COVER]

ADDITIONAL INFORMATION ABOUT THE FUNDS

Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders. In the Funds' shareholder
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during the report
period. You can find more detailed information about the Funds 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 these funds, you can write to us at 1818 Market Street, Philadelphia, PA
19103-3682, or call toll-free 800.523.1918. You may also obtain additional
information about each of the Funds from your financial adviser.

You can find reports and other information about each 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 Funds, including their
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.delawarefunds.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)

oFor 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: 811-4547

<PAGE>

Aggressive - Growth Stock INSTITUTIONAL Prospectus (a) filing

DELAWARE
INVESTMENTS
-----------
Philadelphia * London

AGGRESSIVE GROWTH FUND
GROWTH STOCK FUND

Institutional Class

PROSPECTUS
July 00, 1999

GROWTH OF CAPITAL FUNDS

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 PROFILES PAGE 1
Aggressive Growth Fund
Growth Stock Fund

HOW WE MANAGE THE FUNDS PAGE
Our investment strategies
The securities we typically invest in
The risks of investing in the Funds

WHO MANAGES THE FUNDS PAGE
Investment manager and sub-adviser
Portfolio managers
Fund administration (Who's who)

ABOUT YOUR ACCOUNT PAGE
Investing in the Funds
How to buy shares
How to redeem shares
Account minimum
Exchanges
Dividends, distributions and taxes

CERTAIN MANAGEMENT CONSIDERATIONS PAGE

FINANCIAL HIGHLIGHTS PAGE

<PAGE>

PROFILE: AGGRESSIVE GROWTH FUND

WHAT ARE THE FUND'S GOALS?
Aggressive Growth Fund seeks long-term capital appreciation. Although the Fund
will strive to meet its goals, there is no assurance that it will.

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.

3
<PAGE>

HOW HAS AGGRESSIVE GROWTH FUND PERFORMED?

This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how returns for the Fund's Institutional Class shares have varied
over the past four calendar years, as well as the average annual returns of
these shares for the one-year period and since inception. Aggressive Growth
Fund's Institutional Class commenced operations on August 29, 1997. Return
information for the Class for the periods prior to the time the Class commenced
operations is calculated by taking the performance of Aggressive Growth Fund A
Class and eliminating all sales charges that apply to Class A shares. However,
for those periods, Class A 12b-1 payments were not eliminated, and performance
would have been affected if this adjustment had been made. The Fund's past
performance is not necessarily an indication of how it will perform in the
future. The returns reflect voluntary expense caps in effect during the periods.
The returns would be lower without the voluntary caps.

[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (INSTITUTIONAL
CLASS)]
YEAR-BY-YEAR TOTAL RETURN
Aggressive Growth Fund Institutional Class

- --------------------------------------------------------------------------------
1995 1996 1997 1998
- --------------------------------------------------------------------------------
0.00% 0.00% 0.00% 0.00%
- --------------------------------------------------------------------------------

The Fund's Institutional Class shares had a 0.00% fiscal year-to-date return as
of April 30, 1999. During the periods illustrated in this bar chart,
Institutional Class' highest return was 00.00% for the quarter ended _________
and its lowest return was 0.00% for the quarter ended ______________.

HOW HAS AGGRESSIVE GROWTH FUND PERFORMED? (CONTINUED)

AVERAGE ANNUAL RETURNS FOR PERIODS ENDING 12/31/98
- --------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND S&P 500 INDEX
INSTITUTIONAL CLASS
- --------------------------------------------------------------------------------
1 year 0.00% 0.00%
- --------------------------------------------------------------------------------
Since
5/16/94 0.00% 0.00%
- --------------------------------------------------------------------------------

4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
WHAT ARE AGGRESSIVE GROWTH FUND'S FEES AND EXPENSES? Maximum sales charge (load) imposed on purchases none
You do not pay sales charges directly from your as a percentage of offering price
investments when you buy or sell shares of the ---------------------------------------------------------------
Institutional Class. Maximum contingent deferred sales charge (load) none
as a percentage of original purchase price or
redemption price, whichever is lower
---------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested none
dividends
---------------------------------------------------------------
Redemption fees none
---------------------------------------------------------------
Exchange Fees(1) none
- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses are deducted from the Management fees(2) 0.00%
Fund's assets before it pays dividends and before its ---------------------------------------------------------------
net asset value and total return are calculated. We Distribution and service (12b-1) fees none
will not charge you separately for these expenses. ---------------------------------------------------------------
The expenses shown opposite are based on amounts Other expenses 0.00%
incurred during the Fund's most recent fiscal year ---------------------------------------------------------------
and do not reflect the voluntary waiver of fees by Total operating expenses* 0.00%
the investment manager as discussed below. ---------------------------------------------------------------

*ACTUAL TOTAL OPERATING EXPENSES The investment Actual total operating expenses 1.50%
manager has agreed to waive fees and pay expenses
through [June 30, 1999], in order to prevent total
operating expenses (excluding, taxes, interest,
brokerage fees and extraordinary expenses) from
exceeding 1.50% of average daily net assets.(4)
The actual total operating expenses shown opposite
are based on amounts incurred during the Fund's
most recent fiscal year and reflect this voluntary
waiver.
- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the Fund to the cost 1 year $000
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% 3 years $000
return over the time shown. (3)This is an example only, and does not represent future -----------------------
expenses, which may be greater or less than those shown here. 5 years $000
-----------------------
10 years $0,000
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

2. Beginning April 1, 1999, a new management fee schedule became effective. The
fee table has been restated to reflect this new schedule.

3. The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. Also, this example assumes that the
Fund's total operating expenses remain unchanged in each of the periods we
show. This example does not reflect the voluntary expense cap.

4. The voluntary commitments of waiver and payment have varied over the life of
the Fund.

5
<PAGE>

PROFILE: GROWTH STOCK FUND

WHAT ARE THE FUND'S GOALS?
Growth Stock Fund seeks long-term capital appreciation. Although the Fund will
strive to achieve its goal, there is no assurance that it will.

<PAGE>

HOW HAS GROWTH STOCK FUND PERFORMED?

This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how returns for the Fund's Institutional Class shares have varied
over the past ten calendar years, as well as the average annual returns of these
shares for the one-, five- and ten-year periods. Growth Stock Fund's
Institutional Class commenced operations on August 29, 1997. Return information
for the Class for the periods prior to the time the Class commenced operations
is calculated by taking the performance of Growth Stock Fund A Class and
eliminating all sales charges that apply to Class A shares. However, for those
periods, Class A 12b-1 payments were not eliminated, and performance would have
been affected if this adjustment had been made. The Fund's past performance is
not necessarily an indication of how it will perform in the future. The returns
reflect voluntary expense caps in effect during the periods. The returns would
be lower without the voluntary caps.

[GRAPHIC OMITTED: BAR CHART SHOWING YEAR BY YEAR TOTAL RETURN (Institutional)]
YEAR-BY-YEAR TOTAL RETURN

Growth Stock Institutional Class
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

HOW HAS GROWTH STOCK FUND PERFORMED? (CONTINUED)

AVERAGE ANNUAL RETURNS FOR PERIODS ENDING 12/31/98
- --------------------------------------------------------------------------------
GROWTH STOCK FUND S&P 500 INDEX
INSTITUTIONAL CLASS
- --------------------------------------------------------------------------------
1 year 0.00% 0.00%
- --------------------------------------------------------------------------------
5 years 0.00% 0.00%
- --------------------------------------------------------------------------------
10 years 0.00% 0.00%
- --------------------------------------------------------------------------------

<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
WHAT ARE AGGRESSIVE GROWTH FUND'S FEES AND EXPENSES? Maximum sales charge (load) imposed on purchases none
You do not pay sales charges directly from your as a percentage of offering price
investments when you buy or sell shares of the ---------------------------------------------------------------
Institutional Class. Maximum contingent deferred sales charge (load) none
as a percentage of original purchase price or
redemption price, whichever is lower
---------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested none
dividends
---------------------------------------------------------------
Redemption fees none
---------------------------------------------------------------
Exchange Fees(1) none
- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
Annual fund operating expenses are deducted from the Management fees(2) 0.00%
Fund's assets before it pays dividends and before its ---------------------------------------------------------------
net asset value and total return are calculated. We Distribution and service (12b-1) fees none
will not charge you separately for these expenses. ---------------------------------------------------------------
The expenses shown opposite are based on amounts Other expenses 0.00%
incurred during the Fund's most recent fiscal year ---------------------------------------------------------------
and do not reflect the voluntary waiver of fees by Total operating expenses 0.00%
the investment manager as discussed below. ---------------------------------------------------------------

ACTUAL TOTAL OPERATING EXPENSES The investment Actual total operating expenses 1.50%
manager has agreed to waive fees and pay expenses
through [June 30, 1999], in order to prevent total
operating expenses (excluding, taxes, interest,
brokerage fees and extraordinary expenses) from
exceeding 1.50% of average daily net assets.(4)
The actual total operating expenses shown opposite
are based on amounts incurred during the Fund's
most recent fiscal year and reflect this voluntary
waiver.
- ----------------------------------------------------------------------------------------------------------------------

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

2. Beginning April 1, 1999, a new management fee schedule became effective. The
fee table has been restated to reflect this new schedule.

4. The manager's voluntary commitments of waiver and payment have varied over
the life of the Fund.

8
<PAGE>

HOW WE MANAGE THE FUNDS

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

We maintain a well-diversified portfolio, typically holding a mix of different
stocks, representing a wide array of industries and a mix of small companies,
medium-size companies and large companies.

GROWTH STOCK FUND
The Growth Stock Fund's objective is long-term capital appreciation. Our
strategy for the Fund is to invest at least 80% of the Fund's assets in common
stock.

9
<PAGE>
THE SECURITIES WE TYPICALLY INVEST IN
Stocks offer investors the potential for capital appreciation and may pay
dividends as well.
<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
SECURITIES HOW WE USE THEM
- ------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND GROWTH STOCK FUND
- ------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS: Securities that Generally, we invest 90% to 100% of Under normal market conditions, we
represent shares of ownership in a net assets in common stock. We may will invest at least 80% of the
corporation. Stockholders participate invest in companies of any size Fund's assets in common stock. We
in the corporation's profits and greater than $300 million in market typically invest at least 75% of
losses, proportionate to the number of capitalization. the Fund's assets in stocks whose
shares they own. earnings and dividend records are
rated A+ or A by Standard and
Poor's.
- ------------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS: An agreement Typically, we use repurchase agreements as a short-term investment for a
between a buyer and seller of Fund's cash position. In order to enter into these repurchase agreements, the
securities in which the seller agrees Fund must have collateral of at least 102% of the repurchase price.
to buy the securities back within a
specified time at the same price the
buyer paid for them, plus an amount
equal to an agreed upon interest rate.
Repurchase agreements are often viewed
as equivalent to cash.
- ------------------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES: Privately We may invest in privately placed securities that are eligible for resale only
placed securities whose resale is among certain institutional buyers without registration. These are commonly
restricted under securities law. known as Rule 144A Securities. Restricted securities that are determined to be
illiquid may not exceed the Fund's 15% limit on illiquid securities, which is
described below.
- ------------------------------------------------------------------------------------------------------------------------
ILLIQUID SECURITIES: Securities that We may invest up to 15% of net assets in illiquid securities, including
cannot be readily sold, or can only be repurchase agreements with maturities of over seven days.
sold at a price substantially lower
than the Fund has valued them.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

LENDING SECURITIES
Each Fund may lend up to 25% of its assets to qualified dealers and investors
for their use in security transactions.

10
<PAGE>

11
<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. Because of the nature of the Funds, you should
consider your investment to be a long-term investment that typically provides
the best results when held for a number of years. The following are the chief
risks you assume when investing in Aggressive Growth Fund or Growth Stock Fund.
Please see the Statement of Additional Information for further discussion of
these risks and the other risks not discussed here.
<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
RISKS HOW WE STRIVE TO MANAGE THEM

- ---------------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND GROWTH STOCK FUND
- ---------------------------------------------------------------------------------------------------------------------------------
MARKET RISK is the risk that all or a We maintain a long-term investment approach and focus on stocks we believe can
majority of the securities in a certain appreciate over an extended time frame regardless of interim market
market -- like the stock or bond market -- fluctuations. We do not try to predict overall stock market movements and
will decline in value because of factors though we may hold securities for any amount of time, we typically do not
such as economic conditions, future trade for short-term purposes.
expectations or investor confidence.

We may hold a substantial part of each Fund's assets in cash or cash
equivalents as a temporary, defensive strategy.
- ---------------------------------------------------------------------------------------------------------------------------------
INDUSTRY AND SECURITY RISK is the risk that the We limit the amount of each Fund's assets invested in any one industry and in
value of securities in a particular industry or any individual security. We also follow a rigorous selection process before
the value of an individual stock or bond will choosing securities and continuously monitor them while they remain in the
decline because of changing expectations for portfolio.
the performance of that industry or for the
individual company issuing the stock.
- ---------------------------------------------------------------------------------------------------------------------------------
COMPANY SIZE RISK is the risk that prices of Aggressive Growth Fund seeks Growth Stock Fund tends to focus on
small and medium-size companies may be more opportunities among companies of larger, more established companies that
volatile than larger companies because of all sizes. Because its portfolio are less affected by this risk.
limited financial resources or dependence on does not concentrate specifically
narrow product lines. on small or medium size
companies, this risk may be
balanced by our holdings of large
companies.
- ---------------------------------------------------------------------------------------------------------------------------------
INTEREST RATE RISK is the risk that securities We analyze each company's Growth Stock Fund is generally not subject
will decrease in value if interest rates rise. financial situation and its cash to interest rate risk because we do not
The risk is generally associated with bonds; flow to determine the company's typically invest in fixed income
however, because small and medium-size ability to finance future securities and the larger companies we do
companies often borrow money to finance their expansion and operations. The invest in are not as sensitive to interest
operations, they may be adversely affected by potential effect that rising rate changes.
rising interest rates. interest rates might have on a
stock is taken into consideration
before the stock is purchased.
- ---------------------------------------------------------------------------------------------------------------------------------
FOREIGN RISK is the risk that foreign We typically invest only a small portion of either Fund's portfolio in foreign
securities may be adversely affected by securities. When we do purchase foreign securities, they are often
political instability, changes in currency denominated in U.S. dollars.
exchange rates, foreign economic conditions or
inadequate regulatory and accounting standards.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
RISKS HOW WE STRIVE TO MANAGE THEM

- ---------------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND GROWTH STOCK FUND
- ---------------------------------------------------------------------------------------------------------------------------------
LIQUIDITY RISK is the possibility that We limit exposure to illiquid securities.
securities cannot be readily sold, if at all,
at approximately the price that the Series
values them.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

WHO MANAGES THE FUNDS

INVESTMENT MANAGEMENT FEES

As a percentage of average daily
net assets 0.00% 0.00%
- --------------------------------------------------------------------------------

PORTFOLIO MANAGERS

AGGRESSIVE GROWTH FUND

14
<PAGE>

GROWTH STOCK FUND

James King has day-to-day portfolio management responsibility for Growth Stock
Fund.

<PAGE>

WHO'S WHO?

This diagram shows the various organizations involved with managing,
administering, and servicing the Delaware Investments funds.

[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED
WITH MANAGING, ADMINISTERING, AND SERVICING THE DELAWARE INVESTMENTS
FUNDS]
<TABLE>
<CAPTION>
<S> <C> <C>
BOARD OF DIRECTORS

INVESTMENT MANAGER THE FUNDS CUSTODIAN
Delaware Management Company The Chase Manhattan Bank
One Commerce Square 4 Chase Metrotech Center
Philadelphia, PA 19103 Brooklyn, NY 11245

SUB-ADVISER
Voyageur Asset Management LLC
90 South Seventh Street, Suite 4400
Minneapolis, MN 55402

PORTFOLIO MANAGERS DISTRIBUTOR SERVICES DISTRIBUTOR
(see page -- for details) Delaware Service Company, Inc. Delaware Distributors, L.P.
1818 Market Street 1818 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19103

SHAREHOLDERS
</TABLE>

SUB-ADVISER A sub-adviser is a company generally responsible for the management
of the fund's assets. They are selected and supervised by the investment
manager.

PORTFOLIO MANAGERS Portfolio managers are employed by the investment manager or
sub-adviser 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 typically place them with a qualified bank custodian who
segregates fund securities from other bank assets.

16
<PAGE>

<PAGE>

ABOUT YOUR ACCOUNT

INVESTING IN THE FUNDS

o 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

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

<PAGE>

HOW TO BUY SHARES

[GRAPHIC OMITTED: ILLUSTRATION OF AN ENVELOPE]

[GRAPHIC OMITTED: ILLUSTRATION OF A JAGGED LINE]

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: ILLUSTRATION OF AN EXCHANGE SYMBOL]

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: ILLUSTRATION OF A PERSON]

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.

<PAGE>

ABOUT YOUR ACCOUNT (continued)

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 receives your order before the close of 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 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. Currently, the Exchange is closed when the
following holidays are observed: New Year's Day, Martin Luther King, Jr.'s
Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas. We reserve the right to reject any purchase
order.

<PAGE>

HOW TO REDEEM SHARES

[GRAPHIC OMITTED: ILLUSTRATION OF AN ENVELOPE]

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 $50,000 or
more, 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: ILLUSTRATION OF A TELEPHONE]

[GRAPHIC OMITTED: ILLUSTRATION OF A JAGGED LINE]

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: ILLUSTRATION OF A PERSON]

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.

<PAGE>

ABOUT YOUR ACCOUNT (continued)

HOW TO REDEEM SHARES (cont.)

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 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 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.

<PAGE>

CERTAIN MANAGEMENT CONSIDERATIONS

<PAGE>

FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund share. This information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling 800o523o1918.
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Institutional Class
Year Ended 4/30
- ---------------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH FUND 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE, BEGINNING OF PERIOD

INCOME FROM INVESTMENT OPERATIONS
Net investment income
Net realized and unrealized gain on investments
Total from investment operations

LESS DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income
Distributions from net realized gain on investments
Total dividends and distributions

NET ASSET VALUE, END OF PERIOD

TOTAL RETURN

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets
Ratio of expenses to average net assets
prior to expense limitation
Ratio of net investment income to average net assets
Ratio of net investment income to average net assets
prior to expense limitation
Portfolio turnover
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Institutional Class
Year Ended 4/30
- ---------------------------------------------------------------------------------------------------------------------------------
GROWTH STOCK FUND 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE, BEGINNING OF PERIOD

INCOME FROM INVESTMENT OPERATIONS
Net investment income
Net realized and unrealized gain on investments
Total from investment operations

LESS DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income
Distributions from net realized gain on investments
Total dividends and distributions

NET ASSET VALUE, END OF PERIOD

TOTAL RETURN

(1) Per share information for the years ended November 30, 1996, 1997 and 1998
was based on the average shares outstanding method.
(2) Total return reflects expense limitations in effect for the Fund.

<PAGE>

HOW TO READ THE FINANCIAL HIGHLIGHTS

NET INVESTMENT INCOME
Net investment income includes dividend and interest income earned from the
Fund's securities; it is after expenses have been deducted.

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

A realized gain on investments occurs when we sell an investment at a profit,
while a realized loss on investments occurs when we sell an investment at a
loss. When an investment increases or decreases in value but we do not sell it,
we record an unrealized gain or loss. The amount of realized gain per share that
we pay to shareholders is listed under "Less dividends and
distributions-Distributions from net realized gain on investments."

NET ASSET VALUE (NAV)
This is the value of a mutual fund share, calculated by dividing the net assets
by the number of shares outstanding.

TOTAL RETURN
This represents the rate that an investor would have earned or lost on an
investment in the Fund. In calculating this figure for the financial highlights
table, we include fee waivers, exclude front-end and contingent deferred sales
charges, and assume the shareholder has reinvested all dividends and realized
gains.

NET ASSETS
Net assets represent the total value of all the assets in the Fund's portfolio,
less any liabilities, that are attributable to that class of the Fund.

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS
We determine this ratio by dividing net investment income by average net assets.

26
<PAGE>
[BEGIN GLOSSARY RUNS ALONG THE BOTTOM OF THE PAGES]

GLOSSARY

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

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. See also
Nationally recognized statistical rating organization.

CAPITAL
The amount of money you invest.

CAPITAL APPRECIATION
An increase in the value of an investment.

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.

COST BASIS
The original purchase price of an investment, used in determining capital gains
and losses.

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.

27
<PAGE>
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.

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

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.

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.