DELAWARE GROUP EQUITY FUNDS IV INC, 485BPOS, 1997-04-30

DELAWARE GROUP EQUITY FUNDS IV INC
485BPOS, 1997-04-30

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

FORM N-1A

File No. 33-442

-----
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
-----

-----
Pre-Effective Amendment No.
-----

-----
Post-Effective Amendment No. 22 X
-----

AND

-----
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-----

Amendment No. 22
------

DELAWARE GROUP EQUITY FUNDS IV, INC.
(formerly Delaware Group DelCap Fund, 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: April 30, 1997
--------------

It is proposed that this filing will become effective:

_____immediately upon filing pursuant to paragraph (b)

X on April 30, 1997 pursuant to paragraph (b)
-----
_____60 days after filing pursuant to paragraph (a)(1)

_____on (date) pursuant to paragraph (a)(1)

_____75 days after filing pursuant to paragraph (a)(2)

_____on (date) pursuant to paragraph (a)(2) of Rule 485

Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's 24f-2 Notice
for its most recent fiscal year was filed on November 21, 1996.

<PAGE>

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

This Post-Effective Amendment No. 22 to Registration File No. 33-442
includes the following:

1. Facing Page

2. Contents Page

3. Cross-Reference Sheet

4. Part A - Prospectuses and Supplements*

5. Part B - Statement of Additional Information*

6. Part C - Other Information*

7. Signatures

* This Post-Effective Amendment relates to the Registrant's two series
of shares and their classes: DelCap Fund - DelCap Fund A Class,
DelCap Fund B Class, DelCap Fund C Class and DelCap Fund
Institutional Class and Capital Appreciation Fund - Capital
Appreciation Fund A Class, Capital Appreciation Fund B Class, Capital
Appreciation Fund C Class and Capital Appreciation Fund Institutional
Class. Shares of each Fund are described in separate prospectuses,
however, they share a common Statement of Additional Information and
Part C. The Registrant's DelCap Fund A Class, B Class and C Class
Prospectus and DelCap Fund Institutional Class Prospectus, and
Capital Appreciation Fund A Class, B Class and C Class Prospectus and
Capital Appreciation Fund Institutional Class Prospectus, each dated
November 29, 1996, are incorporated into this filing by reference to
the electronic filing of those Prospectuses made pursuant to Rule
485(b) on November 27, 1996. Supplements dated December 20, 1996 and
filed with the Commission on that date under Rule 497(e) for the
DelCap Fund A, B and C Class and DelCap Institutional Class are not
incorporated into this filing by reference. Those supplements will be
superseded by the supplements included in this filing. The Statement
of Additional Information dated November 29, 1996 for DelCap Fund and
Capital Appreciation Fund is incorporated into this filing by
reference to the electronic filing of the Statement of Additional
Information made pursuant to Rule 485(b) on November 27, 1996.

<PAGE>

CROSS-REFERENCE SHEET*

PART A**
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
<S> <C> <C> <C>
DelCap Fund
A Class/ Institutional
B Class/ Class
C Class

1 Cover Page...................................................... Cover Page Cover Page

2 Synopsis........................................................ Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses

3 Condensed Financial Information................................. Financial Financial
Highlights Highlights

4 General Description of Registrant .............................. Investment Investment
Objective and Objective and
Policies; Shares; Policies; Shares;
Other Investment Other Investment
Policies and Risk Policies and Risk
Considerations Considerations

5 Management of the Fund ......................................... Management of Management of
the Fund the Fund

6 Capital Stock and Other Securities ............................. The Delaware Dividends
Difference; and Distributions;
Dividends and Taxes; Shares
Distributions;
Taxes; Shares

7 Purchase of Securities Being Offered............................ Cover Page; Cover Page;
How to Buy How to Buy
Shares; Shares;
Calculation of Calculation of
Offering Price Net Asset Value
and Net Asset Per Share;
Value Per Share; Management of
Management of the Fund
the Fund
</TABLE>

<PAGE>

CROSS-REFERENCE SHEET*

PART A**
(Continued)
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
<S> <C> <C> <C>
DelCap Fund
A Class/ Institutional
B Class/ Class
C Class

8 Redemption or Repurchase........................................ How to Buy How to Buy
Shares; Shares;
Redemption Redemption
and Exchange and Exchange

9 Legal Proceedings............................................... None None

</TABLE>

* This filing relates to Registrant's DelCap Fund A Class, DelCap Fund B
Class, DelCap Fund C Class and DelCap Fund Institutional Class of DelCap
Fund and Capital Appreciation Fund A Class, Capital Appreciation Fund B
Class, Capital Appreciation Fund C Class and Capital Appreciation Fund
Institutional Class of Capital Appreciation Fund. Shares of each Fund are
described in separate prospectuses, however, they share a common Statement
of Additional Information and Part C.

** The Registrant's DelCap Fund A Class, B Class and C Class Prospectus and
DelCap Fund Institutional Class Prospectus each dated November 29, 1996,
are incorporated into this filing by reference to the electronic filing of
these Prospectuses made pursuant to Rule 485(b) on November 27, 1996.
Supplements dated December 20, 1996 and filed with the Commission on that
date under Rule 497(e) for the DelCap Fund A, B and C Class and DelCap
Fund Institutional Class are not incorporated into this filing by
reference. Those supplements will be superseded by the supplements
included in this filing.

<PAGE>

CROSS-REFERENCE SHEET*

PART A**
(Continued)
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
<S> <C> <C> <C>
Capital Appreciation Fund
A Class/ Institutional
B Class/ Class
C Class

1 Cover Page...................................................... Cover Page Cover Page

2 Synopsis........................................................ Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses

3 Condensed Financial Information................................. Financial Financial
Highlights Highlights

4 General Description of Registrant .............................. Investment Investment
Objective and Objective and
Policies; Shares; Policies; Shares;
Other Investment Other Investment
Policies and Policies and
Risk Risk
Considerations Considerations

5 Management of the Fund ......................................... Management of Management of
the Fund the Fund

6 Capital Stock and Other Securities ............................. The Delaware Dividends
Difference; and Distributions;
Dividends and Taxes; Shares
Distributions;
Taxes; Shares
</TABLE>

<PAGE>

CROSS-REFERENCE SHEET*

PART A**
(Continued)

<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
<S> <C> <C> <C>
Capital Appreciation Fund
A Class/ Institutional
B Class/ Class
C Class

7 Purchase of Securities Being Offered............................ Cover Page; Cover Page;
How to Buy; How to Buy
Shares; Shares;
Calculation of Calculation of
Offering Price Net Asset Value
and Net Asset Per Share;
Value Per Share; Management of
Management of the Fund
the Fund

8 Redemption or Repurchase........................................ How to Buy How to Buy
Shares; Shares;
Redemption Redemption
and Exchange and Exchange

9 Legal Proceedings............................................... None None

</TABLE>

** The Registrant's Capital Appreciation Fund A Class, B Class and C Class
Prospectus and Capital Appreciation Fund Institutional Class Prospectus,
each dated November 29, 1996, are incorporated into this filing by
reference to the electronic filing of these Prospectuses made pursuant to
Rule 485(b) on November 27, 1996.

<PAGE>

CROSS REFERENCE SHEET

PART B*
<TABLE>
<CAPTION>
Location in Statement
Item No. Description of Additional Information
- -------- ----------- -------------------------
<S> <C> <C>
10 Cover Page...................................................... Cover Page

11 Table of Contents............................................... Table of Contents

12 General Information and History................................. General Information

13 Investment Objectives and Policies.............................. Investment Policies and
Portfolio Techniques

14 Management of the Registrant.................................... Officers and Directors

15 Control Persons and Principal Holders
of Securities................................................... Officers and Directors

16 Investment Advisory and Other Services.......................... Plans Under Rule 12b-1
for the Fund Classes
(under Purchasing Shares);
Investment Management
Agreements; Officers and
Directors; General
Information; Financial
Statements

17 Brokerage Allocation............................................ Trading Practices and Brokerage

18 Capital Stock and Other Securities.............................. Capitalization and
Noncumulative Voting
(under General Information)

19 Purchase, Redemption and Pricing of Securities
Being Offered................................................... Purchasing Shares;
Determining Offering Price
and Net Asset Value;
Redemption and Repurchase;
Exchange Privilege

20 Tax Status...................................................... Accounting and Tax
Issues; Distributions
and Taxes

21 Underwriters ................................................... Purchasing Shares

22 Calculation of Performance Data................................. Performance Information

23 Financial Statements............................................ Financial Statements

</TABLE>

* The Statement of Additional Information dated November 29, 1996 for DelCap
Fund and Capital Appreciation Fund is incorporated into this filing by
reference to the electronic filing of the Statement of Additional
Information made pursuant to Rule 485(b) on November 27, 1996.

<PAGE>
CROSS REFERENCE SHEET

PART C
<TABLE>
<CAPTION>

Location in
Part C
-----------
<S> <C> <C>
24 Financial Statements and Exhibits.............................. Item 24

25 Persons Controlled by or under Common
Control with Registrant........................................ Item 25

26 Number of Holders of Securities................................ Item 26

27 Indemnification................................................ Item 27

28 Business and Other Connections of
Investment Adviser............................................. Item 28

29 Principal Underwriters......................................... Item 29

30 Location of Accounts and Records............................... Item 30

31 Management Services............................................ Item 31

32 Undertakings................................................... Item 32

</TABLE>

<PAGE>

The Registrant's DelCap Fund A Class, B Class and C Class Prospectus and DelCap
Fund Institutional Class Prospectus and Capital Appreciation Fund A Class, B
Class and C Class Prospectus and Capital Appreciation Fund Institutional Class
Prospectus, each dated November 29, 1996, are incorporated into this filing by
reference to the electronic filing of those Prospectuses made pursuant to Rule
485(b) on November 27, 1996. Supplements dated December 20, 1996 and filed with
the Commission on that date under Rule 497(e) for the DelCap Fund A, B and C
Class and DelCap Fund Institutional Class are not incorporated into this filing
by reference. Those supplements will be superseded by the supplements included
in this filing. The Statement of Additional Information dated November 29, 1996
for DelCap Fund and Capital Appreciation Fund is incorporated into this filing
by reference to the electronic filing of the Statement of Additional Information
made pursuant to Rule 485(b) on November 27, 1996.

<PAGE>

APRIL 30, 1997

DELCAP FUND
A CLASS/B CLASS/C CLASS

SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 29, 1996

The following replaces information on page 1 of the Prospectus:

Representatives of Financial Institutions:
Nationwide 800-659-2265.

The following supplements the section in the Prospectus entitled Buying
Class A Shares at Net Asset Value under Classes of Shares:

Purchases of Class A Shares may also be made by financial institutions
investing for the account of their trust customers when they are not eligible to
purchase shares of the DelCap Fund Institutional Class.

The following replaces the portfolio manager information in the section
of the Prospectus entitled Management of the Fund:

Gerald S. Frey, Vice President/Senior Portfolio Manager assumed primary
responsibility for making day-to-day investment decisions for DelCap Fund (the
"Fund") in March 1997. Prior to this, he was Co-Manager of the Fund from June
1996 to March 1997. Mr. Frey, who has 20 years' experience in the money
management business, holds a BA in Economics from Bloomsburg University and
attended Wilkes College and New York University. Prior to joining the Delaware
Group in 1996, he was a Senior Director with Morgan Grenfell Capital Management
in New York.

<PAGE>

analyst for Janney Montgomery Scott in Philadelphia and he has also served as an
institutional salesman for Rutherford Brown & Catherwood. Ms. Finger is a Vice
President/Assistant Portfolio Manager. She joined the Delaware Group in 1995
from the New York-based Fred Alger Management, where she was an equity analyst
for three years. Prior to that, she held positions with Chemical Bank and Dun &
Bradstreet, in mergers and acquisitions. She earned a bachelor of science degree
in Finance from the University of Pennsylvania and her MBA in Finance &
Accounting from the University of Chicago. John A. Heffern, Vice President,
holds a bachelor's degree and an MBA from the University of North Carolina at
Chapel Hill. He joined Delaware 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. Ms. Wachs is an Assistant Vice President. She
joined the Delaware Group 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.

<PAGE>

APRIL 30, 1997

CAPITAL APPRECIATION FUND
A CLASS/B CLASS/C CLASS

SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 29, 1996

The following replaces information on page 1 of the Prospectus:

Representatives of Financial Institutions:
Nationwide 800-659-2265

The following supplements the section of the Prospectus entitled
Financial Highlights.

Financial Highlights

The following unaudited financial highlights for Capital Appreciation
Fund are derived from the unaudited financial statements of Capital Appreciation
Fund for the period December 2, 1996 (date of initial public offering) through
March 31, 1997. The data should be read in conjunction with the financial
statements and related notes which are included with Delaware Group Equity Funds
IV, Inc.'s Statement of Additional Information.

Capital
Appreciation
Fund A Class
------------
Unaudited
12/2/96(1)
through
3/31/97
------------

Net Asset Value, Beginning of Period...................... $8.5000

Income From Investment Operations
Net Investment Income..................................... 0.0163
Net Gains (Losses) on Securities
(both realized and unrealized)........................ (0.4583)
-------
Total From Investment Operations................... (0.4420)
-------

Less Distributions
Dividends from Net Investment Income...................... (0.0080)
Distributions from Capital Gains.......................... none
Returns of Capital........................................ none
-------
Total Distributions................................ (0.0080)
-------

Net Asset Value, End of Period............................ $8.0500
=======
- ------------------------------

Total Return............................................. (5.20%)(2)(3)

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

Ratios/Supplemental Data

Net Assets, End of Period (000's omitted)................. $6
Ratio of Expenses to Average Daily Net Assets............. 0.75%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation........................... 1.33%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 0.59%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation........................... 0.01%
Portfolio Turnover Rate................................... 73%
Average Commission Rate Paid.............................. $0.0567

- ----------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized. Total return for this short of a time
period may not be representative of longer term results.
(2) Does not reflect maximum sales charge of 4.75%, nor the 1% Limited CDSC
that would apply in the event of certain redemptions within 12 months of
purchase for Class A Shares.
(3) Total return reflects the expense limitations and waivers of 12b-1 Plan
fees referenced under Summary of Expenses in the Prospectus.

<PAGE>

The following replaces the portfolio manager information in the section
of the Prospectus entitled Management of the Fund:

Gerald S. Frey, Vice President/Senior Portfolio Manager, assumed primary
responsibility for making day-to-day investment decisions for the Fund in March
1997. Mr. Frey was Co-Manager of Capital Appreciation Fund (the "Fund") from the
Fund's inception to March 1997. Mr. Frey, who has 20 years' experience in the
money management business, holds a BA in Economics from Bloomsburg University
and attended Wilkes College and New York University. Prior to joining the
Delaware Group in 1996, he was a Senior Director with Morgan Grenfell Capital
Management in New York.

In making investment decisions for the Fund, Mr. Frey regularly consults
with Wayne A. Stork, Marshall T. Bassett, William H. Miller, Judith R. Finger,
John A. Heffern and Lori Wachs. Mr. Stork, Chairman of the Delaware Management
Company, Inc. and Equity Fund IV, Inc.'s Board of Directors, is a graduate of
Brown University and attended New York University's Graduate School of Business
Administration. Mr. Stork joined the Delaware Group in 1962 and has served in
various executive capacities at different times within the Delaware
organization. Marshall T. Bassett, Vice President, joined Delaware 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. Mr. Miller is a
Vice President/Assistant Portfolio Manager. He holds a BA in Economics from
Trinity College. Prior to joining the Delaware Group in 1995, he worked as a
technology analyst for Janney Montgomery Scott in Philadelphia and he has also
served as an institutional salesman for Rutherford Brown & Catherwood. Ms.
Finger is a Vice President/Assistant Portfolio Manager. She joined the Delaware
Group in 1995 from the New York- based Fred Alger Management, where she was an
equity analyst for three years. Prior to that, she held positions with Chemical
Bank and Dun & Bradstreet, in mergers and acquisitions. She earned a bachelor of
science degree in Finance from the University of Pennsylvania and her MBA in
Finance & Accounting from the University of Chicago. John A. Heffern, Vice
President, holds a bachelor's degree and an MBA from the University of North
Carolina at Chapel Hill. He joined Delaware 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. Ms. Wachs is an Assistant Vice President.
She joined the Delaware Group 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.

Robert L. Arnold, Vice President/Portfolio Manager for the Fund, assumed
responsibility for making investment decisions for the large cap equity portion
of the Fund in March 1997. Prior to this at the Delaware Group, he was a
financial analyst focusing on the financial services industry including banks,
thrifts, insurance companies and consumer finance companies. He holds a BS from
Carnegie Mellon University and earned an MBA from the University of Chicago. He
began his investment career as a management consultant with Arthur Young in
Philadelphia. Prior to joining Delaware Group in March 1992, Mr. Arnold was a
planning analyst with Chemical Bank in New York.

<PAGE>

APRIL 30, 1997

DELCAP FUND INSTITUTIONAL CLASS

SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 29, 1996

The following replaces the categories of eligible purchasers of
Institutional Class shares in the section of the Prospectus entitled Classes of
Shares:

Shares of the Class are available for purchase only by: (a) retirement
plans introduced by persons not associated with brokers or dealers that are
primarily engaged in the retail securities business and rollover individual
retirement accounts from such plans; (b) tax-exempt employee benefit plans of
the Manager, or its affiliates and securities dealer firms with a selling
agreement with the Distributor; (c) institutional advisory accounts of Delaware
Management Company, Inc., or its affiliates and those having client
relationships with Delaware Investment Advisers, a division of Delaware
Management Company, Inc., or its affiliates and their corporate sponsors, as
well as subsidiaries and related employee benefit plans and rollover individual
retirement accounts from such institutional advisory accounts; (d) a bank, trust
company and similar financial institution investing for its own account or for
the account of its trust customers for whom such financial institution is
exercising investment discretion in purchasing shares of the Class, except where
the investment is part of a program that requires payment to the financial
institution of a Rule 12b-1 Plan fee; and (e) registered investment advisers
investing on behalf of clients that consist solely of institutions and high
net-worth individuals having at least $1,000,000 entrusted to the adviser for
investment purposes, but only if the adviser is not affiliated or associated
with a broker or dealer and derives compensation for its services exclusively
from its clients for such advisory services.

The following replaces the portfolio manager information in the section
of the Prospectus entitled Management of the Fund:

<PAGE>

and Delaware Equity Funds IV, Inc.'s ("Equity Funds IV, Inc.") Board of
Directors, is a graduate of Brown University and attended New York University's
Graduate School of Business Administration. Mr. Stork joined the Delaware Group
in 1962 and has served in various executive capacities at different times within
the Delaware organization. Marshall T. Bassett, Vice President, joined Delaware
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. Mr.
Miller is a Vice President/Assistant Portfolio Manager. He holds a BA in
Economics from Trinity College. Prior to joining the Delaware Group in 1995, he
worked as a technology analyst for Janney Montgomery Scott in Philadelphia and
he has also served as an institutional salesman for Rutherford Brown &
Catherwood. Ms. Finger is a Vice President/Assistant Portfolio Manager. She
joined the Delaware Group in 1995 from the New York-based Fred Alger Management,
where she was an equity analyst for three years. Prior to that, she held
positions with Chemical Bank and Dun & Bradstreet, in mergers and acquisitions.
She earned a bachelor of science degree in Finance from the University of
Pennsylvania and her MBA in Finance & Accounting from the University of Chicago.
John A. Heffern, Vice President, holds a bachelor's degree and an MBA from the
University of North Carolina at Chapel Hill. He joined Delaware 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. Ms. Wachs is
an Assistant Vice President. She joined the Delaware Group 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.

<PAGE>
APRIL 30, 1997

CAPITAL APPRECIATION FUND
INSTITUTIONAL CLASS

SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 29, 1996

The following supplements the section of the Prospectus entitled Financial
Highlights:

Financial Highlights

Capital Appreciation
Fund
Institutional
Class
-------------
Unaudited
12/2/96(1)
through
3/31/97
-------------

Net Asset Value, Beginning of Period...................... $8.5000

Net Asset Value, End of Period............................ $8.0500
=======

Total Return.............................................. (5.20%)(2)

Ratios/Supplemental Data

Net Assets, End of Period (000's omitted)................. $1,895
Ratio of Expenses to Average Daily Net Assets............. 0.75%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation........................... 1.33%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 0.59%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation........................... 0.01%
Portfolio Turnover Rate................................... 73%
Average Commission Rate Paid.............................. $0.0567

- ----------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized. Total return for this short of a time
period may not be representative of longer term results.
(2) Total return reflects the expense limitations referenced under Summary of
Expenses in the Prospectus.

<PAGE>

The following replaces the portfolio manager information in the section
of the Prospectus entitled Management of the Fund:

In making investment decisions for the Fund, Mr. Frey regularly consults
with Wayne A. Stork, Marshall T. Bassett, William H. Miller, Judith R. Finger,
John A. Heffern and Lori Wachs. Mr. Stork, Chairman of the Delaware Management
Company, Inc. and Equity Fund IV, Inc.'s Board of Directors, is a graduate of
Brown University and attended New York University's Graduate School of Business
Administration. Mr. Stork joined the Delaware Group in 1962 and has served in
various executive capacities at different times within the Delaware
organization. Marshall T. Bassett, Vice President, joined Delaware 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. Mr. Miller is a
Vice President/Assistant Portfolio Manager. He holds a BA in Economics from
Trinity College. Prior to joining the Delaware Group in 1995, he worked as a
technology analyst for Janney Montgomery Scott in Philadelphia and he has also
served as an institutional salesman for Rutherford Brown & Catherwood. Ms.
Finger is a Vice President/Assistant Portfolio Manager. She joined the Delaware
Group in 1995 from the New York-based Fred Alger Management, where she was an
equity analyst for three years. Prior to that, she held positions with Chemical
Bank and Dun & Bradstreet, in mergers and acquisitions. She earned a bachelor of
science degree in Finance from the University of Pennsylvania and her MBA in
Finance & Accounting from the University of Chicago. John A. Heffern, Vice
President, holds a bachelor's degree and an MBA from the University of North
Carolina at Chapel Hill. He joined Delaware 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. Ms. Wachs is an Assistant Vice President.
She joined the Delaware Group 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.

<PAGE>

APRIL 30, 1997
DELAWARE GROUP EQUITY FUNDS IV, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED NOVEMBER 29, 1996

The following supplements the information in the section of the
Statement of Additional Information entitled Performance Information.

The performance of Class A Shares and Institutional Class shares of
Capital Appreciation Fund (the "Fund"), as shown below, is the cumulative total
return quotations through March 31, 1997.

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN(1)

Capital Capital Capital
Appreciation Appreciation Appreciation
Fund A Class(2) Fund A Class(2) Fund
(at Offer) (at NAV) Institutional Class

<S> <C> <C> <C>
3 months ended 3/31/97 (8.42%) (3.82%) (3.82%)

Period 11/29/96(3)
through 3/31/97 (9.67%) (5.20%) (5.20%)
</TABLE>

(1) Delaware Management Company, Inc. has elected voluntarily to waive that
portion, if any, of the annual management fees payable by the Fund and
to pay certain expenses of the Fund to the extent necessary to ensure
that the Total Operating Expenses of each Class of the Fund does not
exceed 0.75% (in each case, exclusive of taxes, interest, brokerage
commissions, and extraordinary expenses and applicable 12b-1 expenses)
through May 31, 1997. In the absence of such waiver, performance would
have been affected negatively.

(2) Delaware Distributors, L.P. has elected voluntarily to waive its right
to receive 12b-1 Plan fees (including service fees) from the
commencement of the public offering of Class A Shares of the Fund
through May 31, 1997. In the absence of such waiver, performance would
have been affected negatively.

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

<PAGE>

The following provides updated information in the section of the Statement
of Additional Information entitled Officers and Directors.

As of March 31, 1997, the officers and directors of Delaware Group Equity
Funds IV, Inc. ("Equity Funds IV, Inc.") owned less than 1% of the outstanding
shares of Class A Shares, Class B Shares, Class C Shares and Institutional Class
shares of DelCap Fund. As of the same date, Equity Funds IV, Inc.'s officers and
directors owned less than 1% of Class A Shares, Class B Shares, Class C Shares
and Institutional Class shares of Capital Appreciation Fund.

Management believes the following accounts held 5% or more of the
outstanding shares of a Class as of March 31, 1997:
<TABLE>
<CAPTION>

Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------

<S> <C> <C> <C>
DelCap Fund A Class Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 5,128,316 16.72%

DelCap Fund B Class Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 90,823 13.15%

DelCap Fund C Class Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 13,325 12.70%

RS DMTC 401(k) Plan
Sino-Swearingen Aircraft 401(k) Plan
Attention: Retirements Plans
1818 Market Street - 16th Floor
Philadelphia, PA 19103 5,323 5.07%

DelCap Fund RS 401(k) Plan
Institutional Class Price Waterhouse LLP
Savings Plan
1410 North Westshore Blvd., P.O. Box 30004
Tampa, FL 33630 1,768,352 35.88%

Boston Safe Agent for Mellon Bank
Trst. State of California Deferred Compensation Plan
Attention: Bob Stein, Mail Code 028-004N
1 Cabot Road
Medford, MA 02155 1,675,652 33.99%

</TABLE>

<PAGE>

Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>

Boston Safe Agent for Mellon Bank 596,389 12.10%
Trst. State of California Thrift Plan
Attention: Bob Stein, Mail Code 028-004N
1 Cabot Road
Medford, MA 02155

Capital Appreciation Bonnie Sue Rockhill and
A Class Roger William Rockhill
220 Spout Spring Avenue
Mount Holly, NJ 08060 348 48.97%

Thomas R. Dastalfo and
Mary Beth P. Dastalfo, JT WROS
1610 Highland Avenue
West Chester, PA 19380 118 16.65%

Douglas W. Degenhardt
237 Marple Road
Haverford, PA 19041 102 14.29%

J. Chris Meyer
Cust. Spencer D. Meyer
UTMA/MA
1680 Governors Way
Blue Bell, PA 19422 59 8.29%

J. Chris Meyer
Cust. Elizabeth L. Meyer
UTMA/MA
1680 Governors Way
Blue Bell, PA 19422 59 8.29%

Capital Appreciation Chicago Trust Co.
Institutional Class FBO Lincoln National Corp. Employee Relation Plan
c/o Marshall & Ilsley Trust Co.
P.O. Box 2977
Milwaukee, WI 53201 235,519 99.99%

</TABLE>

<PAGE>

The following replaces the section of the Statement of Additional
Information entitled Financial Statements.

FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditors for Delaware Group
Equity Funds IV, Inc. and, in its capacity as such, audits the annual financial
statements of DelCap Fund and Capital Appreciation Fund. DelCap Fund's Statement
of Net Assets, Statement of Assets and Liabilities, Statement of Operations,
Statement of Changes in Net Assets and Notes to Financial Statements, as well as
the report of Ernst & Young LLP, independent auditors, for the fiscal year ended
September 30, 1996 are included in Delaware Group Equity Funds IV, Inc. - DelCap
Fund's Annual Report to shareholders. The financial statements, the notes
relating thereto and the report of Ernst & Young LLP listed above are
incorporated by reference from the Annual Report into this Part B. Unaudited
financial information for the period December 2, 1996 (date of initial public
offering) through March 31, 1997 for Capital Appreciation Fund follows.

<PAGE>

Delaware Group Equity Funds IV, Inc. -
Capital Appreciation Fund
Statement of Operations
For the Period Ended March 31, 1997
(Unaudited)

INVESTMENT INCOME:
Dividends 5,838
Interest $ 2,926 $ 8,764
-------
EXPENSES:
Management fees ($4,916)
and directors' fees ($488) 5,404
Reports and statements to shareholders 720
Registration fees 596
Professional fees 457
Custodian fees 399
Dividend disbursing and transfer
agent fees and expenses 398
Accounting fees and salaries 220
Taxes, other than taxes on income 200
Other 327
-------
8,721

Expenses absorbed by Delaware Management
Company, Inc. 3,809 4,912
------- -------
NET INVESTMENT INCOME 3,852
-------

NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain from security transactions 248
Net unrealized depreciation
of investments
during the period (109,474)
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS (109,226)
---------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ (105,374)
===========

See accompanying notes

<PAGE>

Delaware Group Equity Funds IV, Inc. -
Capital Appreciation Fund
Statement of Changes in Net Assets
(Unaudited)
12/2/96*
to
3/31/97
-------
OPERATIONS:
Net investment income $ 3,852
Net realized gain from security
transactions 248
Net unrealized depreciation
of investments during the period (109,474)
-----------
Net decrease in net assets resulting
from operations (105,374)
-----------
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income:
Capital Appreciation Fund A Class (1)
Capital Appreciation Fund B Class -
Capital Appreciation Fund C Class -
Capital Appreciation Fund Institutional Class (1,882)
Net realized gain from security transactions:
Capital Appreciation Fund A Class -
Capital Appreciation Fund B Class -
Capital Appreciation Fund C Class -
Capital Appreciation Fund Institutional Class -
-----------
(1,883)
-----------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
Capital Appreciation Fund A Class 6,075
Capital Appreciation Fund B Class -
Capital Appreciation Fund C Class -
Capital Appreciation Fund Institutional Class 2,000,009
Net asset value of shares issued upon
reinvestment of dividends from net
investment income and net realized
gain from security transactions:
Capital Appreciation Fund A Class 1
Capital Appreciation Fund B Class -
Capital Appreciation Fund C Class -
Capital Appreciation Fund Institutional Class 1,882
-----------
2,007,967
-----------
Cost of shares repurchased:
Capital Appreciation Fund A Class -
Capital Appreciation Fund B Class -
Capital Appreciation Fund C Class -
Capital Appreciation Fund Institutional Class -
-----------
-
-----------
Increase in net assets derived
from capital share transactions 2,007,967
-----------

NET INCREASE IN NET ASSETS 1,900,710

NET ASSETS:
Beginning of period -
-----------
End of period (including undistributed
net investment income of $1,969) $1,900,710
===========
- ----------------------------
*Date of initial public offering

See accompanying notes
<PAGE>

Delaware Group Equity Funds IV, Inc. -
Capital Appreciation Fund
Financial Highlights
(Unaudited)
<TABLE>
<CAPTION>
Capital Capital
Appreciation Fund Appreciation Fund
A Class Institutional Class
------- -------------------
12/2/96(1) 12/2/96(1)
to to
3/31/97 3/31/97
------- -------

<S> <C> <C>
Net asset value, beginning of period $8.5000 $8.5000
Income from investment operations:
Net investment income 0.0163 0.0163
Net realized and unrealized gain
from security transactions (0.4583) (0.4583)
-------- --------
Total from investment operations (0.4420) (0.4420)
-------- --------
Less distributions:
Dividends from net investment income (0.0080) (0.0080)
Distributions from net realized gain
on security transactions - -
Total distributions (0.0080) (0.0080)
-------- --------
Net asset value, end of period $8.0500 $8.0500
======= ========

Total return (2) (5.20%) (5.20%)

Ratios/supplemental data:
Net assets, end of period (000 omitted) $6 $1,895
Ratio of expenses to average net assets 0.75% 0.75%
Ratio of expenses to average net assets
prior to expense limitation 1.33% 1.33%
Ratio of net investment income to
average net assets 0.59% 0.59%
Ratio of net investment income to average
net assets prior to expense limitation 0.01% 0.01%
Portfolio turnover 73% 73%
Average commission rate paid $0.0600 $0.0600
</TABLE>

- --------------------------
(1) Date of initial public offering; ratios have been annualized and total
return has not been annualized.
(2) Does not include current 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.

<PAGE>

Delaware Group Equity Funds IV, Inc. -
Capital Appreciation Fund
Notes to Financial Statements
March 31, 1997
(Unaudited)

Delaware Group Equity Funds IV, Inc. - Capital Appreciation Fund is registered
as a diversified open-end investment company under the Investment Company Act of
1940. The Fund is organized as a Maryland corporation and offers four classes of
shares.

The objective of the Fund is to seek to provide investors with an investment
that has the potential for capital appreciation.

1. SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Fund:

Security Valuation-Securities listed on an exchange are valued at the last
quoted sales price as of 4:00 pm EST on the valuation date. Securities not
traded or securities not listed on an exchange are valued at the mean of the
last quoted bid and asked prices. Long-term debt securities are valued by an
independent pricing service when such prices are believed by the Board of
Directors to reflect the fair value of such securities. Money market instruments
having less than 60 days to maturity are valued at amortized cost which
approximates market value.

Federal Income Taxes-The Fund intends to continue to qualify as a regulated
investment company and make the requisite distributions to shareholders.
Accordingly, no provision for federal income taxes is required in the financial
statements. Income and capital gain distributions are determined in accordance
with federal income tax regulations which may differ from generally accepted
accounting principles.

Repurchase Agreements-The Fund may invest in a pooled cash account along with
other members of the Delaware Group of Funds. The aggregate daily balance of the
pooled cash account is invested in repurchase agreements secured by obligations
of the U.S. government. The respective collateral is held by the Fund's
custodian bank until the maturity of the respective repurchase agreements. Each
repurchase agreement is 100% collateralized. However, in the event of default or
bankruptcy by the counterparty to the agreement, realization of the collateral
may be subject to legal proceedings.

Class Accounting-Investment income, common expenses, and unrealized and realized
gains (losses) are allocated to the various classes of the Fund on the basis of
daily net assets of each class. Distribution expenses relating to a specific
class are charged directly to that class.

Use of Estimates- The preparation of financial statements in conformity with
generally accepted accounting principals requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Other-Expenses common to all Funds within the Delaware Group of Funds are
allocated amongst the funds on the basis of average net assets. Security
transactions are recorded on the date the securities are purchased or sold
(trade date). Costs used in calculating realized gains and losses on the sale of
investment securities are those of the specific securities sold. Dividend income
is recorded on the ex-dividend date and interest income is recorded on the
accrual basis. Original issue discounts are accreted to interest income over the
lives of the respective securities.

2. INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS
In accordance with the terms of the Investment Management Agreement, the Fund
pays Delaware Management Company, Inc. (DMC), the Investment Manager of the
Fund, an annual fee which is calculated daily at the annual rate of 0.75% of the
average daily net assets of the Fund.

DMC has elected voluntarily to waive its fee and reimburse the Fund to the
extent that annual operating expenses, exclusive of taxes, interest, brokerage
commission, extraordinary expenses and 12b-1 expenses exceed 0.75% of average
net assets for each class through May 31, 1997. Total expenses absorbed by DMC
for the period ended March 31, 1997 were $3,809.

Pursuant to the Distribution Agreement, the Fund pays Delaware Distributors,
L.P. (DDLP), the Distributor and affiliate of DMC an annual fee not to exceed
0.30% of the average daily net assets of the A Class and 1.00% of the average
daily net assets of the B Class and the C Class. No distribution expenses are
paid by the Institutional Class. DDLP has elected voluntarily to waive 12B-1
plan fees through May 31, 1997.

<PAGE>

Notes to Financial Statements (Continued)

The Fund has engaged Delaware Service Company, Inc. (DSC) and Delaware
Investment & Retirement Services, Inc. (DIRSI), affiliates of DMC, to serve as
dividend disbursing and transfer agents for the Fund. The Fund also engaged DSC
to provide accounting services for the Fund. For the period ended March 31,
1997, the Fund expensed for dividend disbursing, transfer agent services and
accounting services $618.

Certain officers of the Investment Manager are officers, directors, and/or
employees of the Fund. These officers, directors and employees are paid no
compensation by the Fund.

3. INVESTMENTS
During the period ended March 31, 1997, the Fund made purchases of $2,377,130
and sales of $465,786 of investment securities other than U.S. government
securities and temporary cash investments.

At March 31, 1997, the federal income tax cost basis of the Fund's investment
were $2,013,592 and, accordingly, net unrealized depreciation for federal income
tax purposes aggregated $109,474 of which $54,664 related to unrealized
appreciation of securities and $164,138 related to unrealized depreciation of
securities.

<PAGE>

Statement of Net Assets (Continued)

4. CAPITAL STOCK
Transactions in capital stock shares of the fund were as follows:

12/2/96*
to
3/31/97

Shares sold:
Capital Appreciation Fund A Class 710
Capital Appreciation Fund B Class -
Capital Appreciation Fund C Class -
Capital Appreciation Fund Institutional Class 235,295

Shares issued upon reinvestment
of dividends from net investment
income and distributions of net realized
gain from security transactions:
Capital Appreciation Fund A Class -
Capital Appreciation Fund B Class -
Capital Appreciation Fund C Class -
Capital Appreciation Fund Institutional Class 225
--------
236,230
--------
Share repurchased:
Capital Appreciation Fund A Class -
Capital Appreciation Fund B Class -
Capital Appreciation Fund C Class -
Capital Appreciation Fund Institutional Class -
--------
-
--------

Net Increase 236,230
========

- -----------------------------
*Date of initial public offering.

<PAGE>

Delaware Group Equity Funds IV, Inc - Capital Appreciation Fund
Statement of Net Assets
March 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Number Market
of Shares Value
<S> <C> <C> <C> <C>
COMMON STOCK- 94.81%
Aerospace & Defense- 3.46%
AAR . . . . . . . . . . . . . . . . 1,400 $42,000
AMP . . . . . . . . . . . . . . . . 300 10,313
General Dynamics . . . . . . . . . . . . . . . . 200 13,475
--------------
65,788
--------------
Automobiles & Auto Parts- 1.86%
Ford Motor . . . . . . . . . . . . . . . . 600 18,825
General Motors . . . . . . . . . . . . . . . . 300 16,613
--------------
35,438
--------------
Banking, Finance & Insurance- 11.44%
Aames Financial . . . . . . . . . . . . . . . . 900 18,225
Aon . . . . . . . . . . . . . . . . 400 24,500
CIGNA . . . . . . . . . . . . . . . . 150 21,919
Chase Manhattan . . . . . . . . . . . . . . . . 300 28,088
Crestar Financial . . . . . . . . . . . . . . . . 600 20,775
First Union . . . . . . . . . . . . . . . . 200 16,225
* Medallion Financial . . . . . . . . . . . . . . . . 300 5,400
Mellon Bank . . . . . . . . . . . . . . . . 400 29,100
Summit Bancorp . . . . . . . . . . . . . . . . 500 21,875
The Money Store . . . . . . . . . . . . . . . . 1,500 31,406
--------------
217,513
--------------

Cable, Media & Publishing- 1.08%
McGraw-Hill . . . . . . . . . . . . . . . . 400 20,450
--------------
20,450
--------------
Chemicals- 2.90%
* Rhone-Poulenc-ADR . . . . . . . . . . . . . . . . 700 23,275
DuPont(E.I.)DeNemours . . . . . . . . . . . . . . . . 300 31,800
--------------
55,075
--------------
Computers & Technology- 15.65%
Adobe Systems . . . . . . . . . . . . . . . . 700 28,044
* BISYS Group . . . . . . . . . . . . . . . . 900 28,238
* BMC Software . . . . . . . . . . . . . . . . 700 32,244
* Cadence Design Systems . . . . . . . . . . . . . . . . 1,000 34,375
* Compuware . . . . . . . . . . . . . . . . 100 6,313
* Cypress Semiconductor . . . . . . . . . . . . . . . . 1,800 22,500
* EMC . . . . . . . . . . . . . . . . 800 28,400
* Fore Systems . . . . . . . . . . . . . . . . 900 13,444
* INSO . . . . . . . . . . . . . . . . 600 22,575
* Komag . . . . . . . . . . . . . . . . 900 27,394
Minnesota Mining & Manufacturing . . . . . . . . . . . . . . . . 200 16,900
* Peerless Systems . . . . . . . . . . . . . . . . 1,000 11,875
* Pure Atria . . . . . . . . . . . . . . . . 1,500 25,218
--------------
297,520
--------------
Electronics & Electrical- 4.61%
* Kulicke & Soffa Industries . . . . . . . . . . . . . . . . 200 4,238
* LSI Logic . . . . . . . . . . . . . . . . 700 24,325
* Sipex . . . . . . . . . . . . . . . . 700 20,606
Thomas & Betts . . . . . . . . . . . . . . . . 500 21,375
Xerox . . . . . . . . . . . . . . . . 300 17,062
--------------
87,606
--------------
Energy- 8.29%
Mobil . . . . . . . . . . . . . . . . 200 26,125
* Noble Drilling . . . . . . . . . . . . . . . . 1,200 20,700

<PAGE>

* Patterson Energy . . . . . . . . . . . . . . . . 900 25,143
* Precision Drilling . . . . . . . . . . . . . . . . 800 33,800
USX-Marathon Group . . . . . . . . . . . . . . . . 900 25,087
Williams . . . . . . . . . . . . . . . . 600 26,700
--------------
157,555
--------------
Environmental Services- 6.86%
* Philip Environmental . . . . . . . . . . . . . . . . 1,500 22,687
* Republic Industries . . . . . . . . . . . . . . . . 1,000 34,812
* USA Waste Services . . . . . . . . . . . . . . . . 1,000 35,500
* United Waste Systems . . . . . . . . . . . . . . . . 1,000 37,312
--------------
130,311
--------------
Food, Beverage & Tobacco- 2.39%
Heinz (H.J.) . . . . . . . . . . . . . . . . 500 19,750
Philip Morris . . . . . . . . . . . . . . . . 225 25,678
--------------
45,428
--------------
Healthcare & Pharmaceuticals- 17.54%
* BOC Group plc . . . . . . . . . . . . . . . . 600 18,900
Baxter International . . . . . . . . . . . . . . . . 500 21,563
Bristol-Myers Squibb . . . . . . . . . . . . . . . . 400 23,600
* Capstone Pharmacy . . . . . . . . . . . . . . . . 2,600 28,925
* DepoTech . . . . . . . . . . . . . . . . 200 3,050
* Dura Pharmaceuticals . . . . . . . . . . . . . . . . 900 32,119
* HealthSouth . . . . . . . . . . . . . . . . 1,600 30,600
* Health Management Associates Class A . . . . . . . . . . . . . . . . 1,300 30,875
Jones Medical Industries . . . . . . . . . . . . . . . . 400 9,525
* MedPartners . . . . . . . . . . . . . . . . 1,400 29,750
Pharmacia & Upjohn . . . . . . . . . . . . . . . . 700 25,637
* Phycor . . . . . . . . . . . . . . . . 1,000 27,187
SmithKline Beecham . . . . . . . . . . . . . . . . 300 21,000
* Vencor . . . . . . . . . . . . . . . . 700 26,512
* Vertex Pharmaceuticals . . . . . . . . . . . . . . . . 100 4,062
--------------
333,305
--------------
Industrial Machinery- 0.75%
* PRI Automation . . . . . . . . . . . . . . . . 300 14,213
--------------
14,213
--------------
Leisure, Lodging & Entertainment- 6.25%
Callaway Golf . . . . . . . . . . . . . . . . 800 22,900
* Equity Marketing . . . . . . . . . . . . . . . . 500 8,438
* Extended Stay America . . . . . . . . . . . . . . . . 1,800 27,225
* HFS . . . . . . . . . . . . . . . . 600 35,325
* Sun International Hotels . . . . . . . . . . . . . . . . 700 24,500
* Teardrop Golf . . . . . . . . . . . . . . . . 100 422
--------------
118,810
--------------
Retail- 2.14%
* Aviation Sales . . . . . . . . . . . . . . . . 400 10,050
* General Nutrition . . . . . . . . . . . . . . . . 1,500 30,563
--------------
40,613
--------------
Telecommunications- 3.51%
Frontier . . . . . . . . . . . . . . . . 800 14,300
* PageMart Wireless . . . . . . . . . . . . . . . . 900 5,344
* Telco Systems . . . . . . . . . . . . . . . . 1,700 19,550
* Teleport Communications Group . . . . . . . . . . . . . . . . 1,200 27,525
--------------
66,719
--------------
Transportation & Shipping- 1.79%
Norfolk Southern . . . . . . . . . . . . . . . . 200 17,050
Union Pacific . . . . . . . . . . . . . . . . 300 17,025
--------------
34,075
--------------
<PAGE>

Miscellaneous- 4.29%
* KLA Instruments . . . . . . . . . . . . . . . . 200 7,312
* National Education . . . . . . . . . . . . . . . . 1,700 21,462
* Personnel Group of America . . . . . . . . . . . . . . . . 1,200 23,550
Pitney Bowes . . . . . . . . . . . . . . . . 500 29,375
--------------
81,699
--------------
Total Common Stock (Cost $1,911,592) 1,802,118
--------------

REPURCHASE AGREEMENT- 5.37%
With Chase Manhattan 5.90% 04/01/97
(dated 3/31/97, collateralized by
$37,000 U.S Treasury Notes
5.125% due 02/28/98, market value
$36,447) 36,000 36,000
With Paine Webber Securities 6.25% 04/01/97
(dated 3/31/97, collateralized by
$27,000 U.S Treasury Notes
6.00% due 08/31/97, market value
$27,320 and $6,000 U.S. Treasury Notes
7.75% due 11/30/99, market value
$6,511) 33,000 33,000
With Prudential Securities 6.25% 04/01/97
(dated 3/31/97, collateralized by
$35,000 U.S Treasury Bills
102 due 09/25/97, market value
$33,841) 33,000 33,000
Total Repurchase Agreement 102,000
--------------

TOTAL MARKET VALUE OF SECURITIES OWNED- 100.18% 1,904,118
(cost $2,013,592) --------------

LIABILITIES NET OF RECEIVABLES (0.18%) (3,408)
AND OTHER ASSETS- --------------
NET ASSETS APPLICABLE TO 236,230 SHARES 100.00%
($.01 Par Value) OUTSTANDING- $1,900,710
==============

NET ASSET VALUE - CAPITAL APPRECIATION FUND A CLASS
($1,894,998 / 235,520 shares) $8.05
==============
NET ASSET VALUE - CAPITAL APPRECIATION FUND INSTITUTIONAL CLASS
($5,712 / 710 shares) $8.05
==============

- ------------------------------------------------------------
*Non-income producing security for the period ended March 31, 1997

COMPONENTS OF NET ASSETS AT MARCH 31, 1997
Common stock $.01 par value 200,000,000 shares
authorized to the Fund with 100,000,000 shares allocated to Capital
Appreciation Fund A Class, 25,000,000 shares allocated to Capital
Appreciation Fund B Class, 25,000,000 shares allocated to Capital
Appreciation Fund C Class and 50,000,000 shares allocated to Capital
Appreciation $2,007,967
Fund Institutional Class
Accumulated undistributed income:
Net investment gain 1,969
Net realized gain on investments 248
Net unrealized appreciation of investments (109,474)
--------------
Total Net Assets $1,900,710
==============

See accompanying notes

</TABLE>

<PAGE>

PART C

Other Information

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Part A - Financial Highlights

*Part B - Statement of Net Assets
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Report

* The financial statements and Accountant's Report
listed above for DelCap Fund for the fiscal year
ended September 30, 1996 are incorporated into
Part B by reference. In addition, unaudited
financial statements for Capital Appreciation
Fund for the period ended March 31, 1997 are
included in Part B.

(b) Exhibits:

(1) Articles of Incorporation.

(a) Articles of Incorporation, as amended and
supplemented through November 22, 1995,
incorporated into this filing by reference to
Post-Effective Amendment No. 18 filed November
22, 1995.

(b) Executed Articles Supplementary (November 28,
1995) incorporated into this filing by reference
to Post-Effective Amendment No. 21 filed
November 27, 1996.

(d) Executed Articles of Amendment (November 26,
1996) attached as Exhibit.

(2) By-Laws. By-Laws, as amended to date, incorporated into
this filing by reference to Post-Effective Amendment
No. 18 filed November 22, 1995.

(3) Voting Trust Agreement. Inapplicable.

<PAGE>

PART C - Other Information
(Continued)

(4) Copies of All Instruments Defining the Rights of
Holders.

(a) Articles of Incorporation and Articles
Supplementary.

(i) Article Third of Articles Supplementary
(May 27, 1992), Article Second of Articles
Supplementary (September 6, 1994), Article
Fifth of Articles of Incorporation
(September 18, 1985) and Article Eighth of
Articles of Incorporation (September 18,
1985), which was subsequently redesignated
as Article Ninth (July 31, 1989),
incorporated into this filing by reference
to Post-Effective Amendment No. 18 filed
November 22, 1995.

(ii) Article Third of Articles Supplementary
(November 28, 1995) incorporated into this
filing by reference to Post-Effective
Amendment No. 19 filed September 23, 1996.

(iii) Executed Article Fifth of Articles
Supplementary (November 27, 1996) attached
as Exhibit 24(b)(1)(c).

(b) By-Laws. Article II, Article III, as amended,
and Article XIII, which was subsequently
redesignated as Article XIV, incorporated into
this filing by reference to Post-Effective
Amendment No. 18 filed November 22, 1995.

(5) Investment Management Agreement.

(a) Investment Management Agreement (April 3, 1995)
between Delaware Management Company, Inc. and
the Registrant on behalf of DelCap Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 18 filed November
22, 1995.

(b) Executed Investment Management Agreement
(November 29, 1996) between Delaware Management
Company, Inc. and the Registrant on behalf of
Capital Appreciation Fund attached as Exhibit.

(6) (a) Distribution Agreement.

(i) Executed Distribution Agreement (April 3,
1995) between Delaware Distributors, L.P.
and the Registrant on behalf of DelCap Fund
incorporated into this filing by reference
to Post-Effective Amendment No. 21 filed
November 27, 1996.

<PAGE>

PART C - Other Information
(Continued)

(ii) Executed Amendment No. 1 to Distribution
Agreement (November 29, 1995) between
Delaware Distributors, L.P. and the
Registrant on behalf of DelCap Fund
incorporated into this filing by reference
to Post-Effective Amendment No. 21 filed
November 27, 1996.

(iii) Executed Distribution Agreement (November
29, 1996) between Delaware Distributors,
L.P. and the Registrant on behalf of
Capital Appreciation Fund attached as
Exhibit.

(b) Administration and Service Agreement. Form of
Administration and Service Agreement (as amended
November 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 18
filed November 22, 1995.

(c) Dealer's Agreement. Dealer's Agreement (as
amended November 1995) incorporated into this
filing by reference to Post-Effective Amendment
No. 18 filed November 22, 1995.

(d) Mutual Fund Agreement. Mutual Fund Agreement for
the Delaware Group of Funds (as amended November
1995) incorporated into this filing by reference
to Post-Effective Amendment No. 19 filed
September 23, 1996.

(7) Bonus, Profit Sharing, Pension Contracts.

(a) Amended and Restated Profit Sharing Plan
(November 17, 1994) incorporated into this
filing by reference to Post-Effective Amendment
No. 18 filed November 22, 1995.

(b) Amendment to Profit Sharing Plan (December 21,
1995) incorporated into this filing by reference
to Post-Effective Amendment No. 19 filed
September 23, 1996.

(8) Custodian Agreement.

(a) Executed Custodian Agreement (May 1, 1996)
(Module) between The Chase Manhattan Bank and
the Registrant on behalf of DelCap Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 21 filed November
27, 1996.

<PAGE>

PART C - Other Information
(Continued)

(i) Executed Amendment to Custodian Agreement
(November 29, 1996) between The Chase
Manhattan Bank and the Registrant on behalf
of Capital Appreciation Fund attached as
Exhibit.

(b) Form of Securities Lending Agreement (1996)
between The Chase Manhattan Bank and the
Registrant on behalf of DelCap Fund incorporated
into this filing by reference to Post-Effective
Amendment No. 21 filed November 27, 1996.

(c) Form of Securities Lending Agreement (1996)
between The Chase Manhattan Bank and the
Registrant on behalf of Capital Appreciation
Fund incorporated into this filing by reference
to Post-Effective Amendment No. 21 filed
November 21, 1996.

(9) Other Material Contracts.

(a) Executed Amended and Restated Shareholders
Services Agreement (November 29, 1996) between
Delaware Service Company, Inc. and the
Registrant on behalf of each Fund attached as
Exhibit.

(b) Executed Fund Accounting Agreement (August 19,
1996) between Delaware Service Company, Inc. and
the Registrant on behalf of each Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 21 filed November
27, 1996.

(i) Executed Amendment No. 2 (November 29,
1996) to Delaware Group of Funds Fund
Accounting Agreement attached as Exhibit.

(ii) Executed Amendment No. 3 (December 27,
1996) to Delaware Group of Funds Fund
Accounting Agreement attached as Exhibit.

(iii) Executed Amendment No. 4 (February 24,
1997) to Delaware Group of Funds Fund
Accounting Agreement attached as Exhibit.

(10) Opinion of Counsel. Filed with letter relating to
Rule 24f-2 on November 21, 1996.

(11) Consent of Auditors. Attached as Exhibit.

(12) Inapplicable.

<PAGE>

PART C - Other Information
(Continued)

(13) Investment Letter of Initial Shareholder. Incorporated
into this filing by reference to Pre-Effective
Amendment No. 2 filed March 26, 1986.

(14) Model Plans. Incorporated into this filing by reference
to Post-Effective Amendment No. 15 filed November 26,
1993 and Post-Effective Amendment No. 18 filed November
22, 1995.

**(15) Plans under Rule 12b-1.

(a) Plan under Rule 12b-1 for DelCap Fund A Class
(November 29, 1995) incorporated into this
filing by reference to Post-Effective Amendment
No. 21 filed November 27, 1996.

(b) Plan under Rule 12b-1 for DelCap Fund B Class
(November 29, 1995) incorporated into this
filing by reference to Post-Effective Amendment
No. 21 filed November 27, 1996.

(c) Plan under Rule 12b-1 for DelCap Fund C Class
(November 29, 1995) incorporated into this
filing by reference to Post-Effective Amendment
No. 21 filed November 27, 1996.

(d) Plan under Rule 12b-1 for Capital Appreciation
Fund A Class (November 29, 1996) attached as
Exhibit.

(e) Plan under Rule 12b-1 for Capital Appreciation
Fund B Class (November 29, 1996) attached as
Exhibit.

(f) Plan under Rule 12b-1 for Capital Appreciation
Fund C Class (November 29, 1996) attached as
Exhibit.

(16) Schedules of Computation for each Performance
Quotation.

(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 18 filed November
22, 1995 and Post-Effective Amendment No. 21
filed November 27, 1996.

(b) Schedules of Computation for each Performance
Quotation for periods not previously
electronically filed attached as Exhibit.

**Relates to DelCap Fund's and Capital Appreciation Fund's retail classes of
shares only.

<PAGE>

PART C - Other Information
(Continued)

(17) Financial Data Schedules.

(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 21 filed November
27, 1996.

(b) Financial Data Schedules for the period ended
March 31, 1997 for Capital Appreciation Fund
attached as Exhibit.

(18) Plan under Rule 18f-3.

(a) Plan under Rule 18f-3 (as amended May 1, 1996)
(Module) incorporated into this filing by
reference to Post-Effective Amendment No. 21
filed November 27, 1996.

(b) Amended Appendix A (September 30, 1996) to Plan
under Rule 18f-3 attached as Exhibit.

(d) Amended Appendix A (February 24, 1997) to Plan
under Rule 18f-3 attached as Exhibit.

(19) Other: Directors' Power of Attorney. Incorporated into
this filing by reference to Post-Effective
Amendment No. 18 filed November 22, 1995.

Item 25. Persons Controlled by or under Common Control with Registrant. None.

Item 26. Number of Holders of Securities.

(1) (2)

Number of
Title of Class Record Holders
-------------- --------------

Delaware Group Equity Funds IV, Inc.'s
DelCap Fund:

DelCap Fund A Class
Common Stock Par Value 58,656 Accounts as of
$.01 Per Share March 31, 1997

DelCap Fund B Class
Common Stock Par Value 1,769 Accounts as of
$.01 Per Share March 31, 1997

<PAGE>

PART C - Other Information
(Continued)

(1) (2)

Number of
Title of Class Record Holders
-------------- --------------

DelCap Fund C Class
Common Stock Par Value 332 Accounts as of
$.01 Per Share March 31, 1997

DelCap Fund Institutional Class
Common Stock Par Value 74 Accounts as of
$.01 Per Share March 31, 1997

Delaware Group Equity Funds IV, Inc.'s
Capital Appreciation Fund:

Capital Appreciation Fund A Class
Common Stock Par Value 7 Accounts as of
$.01 Per Share March 31, 1997

Capital Appreciation Fund B Class
Common Stock Par Value 0 Accounts as of
$.01 Per Share March 31, 1997

Capital Appreciation Fund C Class
Common Stock Par Value 0 Accounts as of
$.01 Per Share March 31, 1997

Capital Appreciation Fund
Institutional Class
Common Stock Par Value 2 Accounts as of
$.01 Per Share March 31, 1997

Item 27. Indemnification. Incorporated into this filing by reference to
initial Registration Statement filed September 24, 1985 and Article
VII of the By-Laws, as amended, incorporated into this filing by
reference to Post-Effective Amendment No. 18 filed November 22, 1995.

<PAGE>

PART C - Other Information
(Continued)

Item 28. Business and Other Connections of Investment Adviser.

Delaware Management Company, Inc. (the "Manager") serves as investment
manager to the Registrant and also serves as investment manager or sub-adviser
to certain of the other funds in the Delaware Group (Delaware Group Equity Funds
I, Inc., Delaware Group Equity Funds II, Inc., Delaware Group Trend Fund, Inc.,
Delaware Group Equity Funds V, Inc., Delaware Group Income Funds, Inc., Delaware
Group Government Fund, Inc., Delaware Group Limited-Term Government Funds, Inc.,
Delaware Group Cash Reserve, Inc., Delaware Group Tax-Free Fund, Inc., DMC
Tax-Free Income Trust-Pennsylvania, Delaware Group Tax-Free Money Fund, Inc.,
Delaware Group Premium Fund, Inc., Delaware Group Global & International Funds,
Inc., Delaware Pooled Trust, Inc., Delaware Group Adviser Funds, Inc., Delaware
Group Dividend and Income Fund, Inc. and Delaware Group Global Dividend and
Income Fund, Inc.) and provides investment advisory services to institutional
accounts, primarily retirement plans and endowment funds. In addition, certain
directors of the Manager also serve as directors/trustees of the other Delaware
Group funds, and certain officers are also officers of these other funds. A
company indirectly owned by the Manager's parent company acts as principal
underwriter to the mutual funds in the Delaware Group (see Item 29 below) and
another such company acts as the shareholder servicing, dividend disbursing,
accounting services and transfer agent for all of the mutual funds in the
Delaware Group.

The following persons serving as directors or officers of the Manager
have held the following positions during the past two years:

Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------

Wayne A. Stork Chairman of the Board, President, Chief Executive
Officer, Chief Investment Officer and Director of
Delaware Management Company, Inc.; President,
Chief Executive Officer, Chairman of the Board
and Director of the Registrant and each of the
other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders
Holdings, Inc.; Delaware Distributors, Inc. and
Delaware Capital Management, Inc.; Chairman,
Chief Executive Officer and Director of Delaware
International Advisers Ltd.; and Director of
Delaware Service Company, Inc. and Delaware
Investment & Retirement Services, Inc.

Richard G. Unruh, Jr. Executive Vice President and Director of Delaware
Management Company, Inc.; Executive Vice
President of the Registrant and each of the other
funds in the Delaware Group; Senior Vice
President of Delaware Management Holdings, Inc.
and Delaware Capital Management, Inc; and
Director of Delaware International Advisers Ltd.

Board of Directors, Chairman of Finance
Committee, Keystone Insurance Company since 1989,
2040 Market Street, Philadelphia, PA; Board of
Directors, Chairman of Finance Committee, AAA Mid
Atlantic, Inc. since 1989, 2040 Market Street,
Philadelphia, PA; Board of Directors, Metron,
Inc. since 1995, 11911 Freedom Drive, Reston, VA

* Business address of each is 1818 Market Street, Philadelphia, PA 19103

<PAGE>

PART C - Other Information
(Continued)

Paul E. Suckow Executive Vice President/Chief Investment
Officer, Fixed Income of Delaware Management
Company, Inc., the Registrant and each of the
other funds in the Delaware Group; Executive Vice
President/Chief Investment Officer and Director
of Founders Holdings, Inc.; Senior Vice
President/Chief Investment Officer, Fixed Income
of Delaware Management Holdings, Inc.; Senior
Vice President of Delaware Capital Management,
Inc.; and Director of Founders CBO Corporation

Director, HYPPCO Finance Company Ltd.

David K. Downes Executive Vice President, Chief Operating Officer
and Chief Financial Officer of Delaware
Management Company, Inc.; Executive Vice
President, Chief Operating Officer and Chief
Financial Officer of the Registrant and each of
the other funds in the Delaware Group; Chairman
and Director of Delaware Management Trust
Company; Executive Vice President, Chief
Operating Officer and Chief Financial Officer of
Delaware Management Holdings, Inc.; Executive
Vice President, Chief Operating Officer, Chief
Financial Officer and Director of DMH Corp.,
Delaware Distributors, Inc. and Founders
Holdings, Inc.; President, Chief Executive
Officer, Chief Financial Officer and Director of
Delaware Service Company, Inc.; Executive Vice
President, Chief Operating Officer, Chief
Financial Officer and Director of Delaware
International Holdings Ltd.; Executive Vice
President, Chief Financial Officer and Chief
Operating Officer of Delaware Capital Management,
Inc.; Chairman and Director of Delaware
Investment & Retirement Services, Inc.; Director
of Delaware International Advisers Ltd.; and
Senior Vice President, Chief Administrative
Officer and Chief Financial Officer of Delaware
Distributors, L.P.

Chief Executive Officer and Director of Forewarn,
Inc. since 1993, 8 Clayton Place, Newtown Square,
PA

George M. Senior Vice President, Secretary and Director of
Chamberlain, Jr. Delaware Management Company, Inc., DMH Corp.,
Delaware Distributors, Inc., Delaware Service
Company, Inc., Founders Holdings, Inc., Delaware
Capital Management, Inc. and Delaware Investment
& Retirement Services, Inc.; Senior Vice
President and Secretary of the Registrant, each
of the other funds in the Delaware Group,
Delaware Distributors, L.P. and Delaware
Management Holdings, Inc.; Executive Vice
President, Secretary and Director of Delaware
Management Trust Company; Secretary and Director
of Delaware International Holdings Ltd.; and
Director of Delaware International Advisers Ltd.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103

<PAGE>

PART C - Other Information
(Continued)

Richard J. Flannery Managing Director/Corporate Tax & Affairs of
Delaware Management Company, Inc., Delaware
Management Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware
Management Trust Company, Founders CBO
Corporation, Delaware Capital Management, Inc.
and Delaware Investment & Retirement Services,
Inc.; Vice President of the Registrant and each
of the other funds in the Delaware Group;
Managing Director/Corporate Tax & Affairs and
Director of Founders Holdings, Inc.; Managing
Director and Director of Delaware International
Holdings Ltd.; and Director of Delaware
International Advisers Ltd.

Director, HYPPCO Finance Company Ltd.

Limited Partner of Stonewall Links, L.P. since
1991, Bulltown Rd., Elverton, PA; Director and
Member of Executive Committee of Stonewall Links,
Inc. since 1991, Bulltown Rd., Elverton, PA

Michael P. Bishof(1) Vice President and Treasurer of Delaware
Management Company, Inc., the Registrant, each of
the other funds in the Delaware Group, Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc. and Founders
Holdings, Inc.; Assistant Treasurer of Founders
CBO Corporation; and Vice President and Manager
of Investment Accounting of Delaware
International Holdings Ltd.

Eric E. Miller Vice President and Assistant Secretary of
Delaware Management Company, Inc., the
Registrant, each of the other funds in the
Delaware Group, Delaware Management Holdings,
Inc., DMH Corp., Delaware Distributors, L.P.,
Delaware Distributors Inc., Delaware Service
Company, Inc., Delaware Management Trust Company,
Founders Holdings, Inc., Delaware Capital
Management, Inc. and Delaware Investment &
Retirement Services, Inc.

Richelle S. Maestro Vice President and Assistant Secretary of
Delaware Management Company, Inc., the
Registrant, each of the other funds in the
Delaware Group, Delaware Management Holdings,
Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company,
Inc., DMH Corp., Delaware Management Trust
Company, Delaware Capital Management, Inc.,
Delaware Investment & Retirement Services, Inc.
and Founders Holdings, Inc.; Secretary of
Founders CBO Corporation; and Assistant Secretary
of Delaware International Holdings Ltd.

Partner of Tri-R Associates since 1989, 10001
Sandmeyer Lane, Philadelphia, PA

*Business address of each is 1818 Market Street, Philadelphia, PA 19103

<PAGE>

PART C - Other Information
(Continued)

Joseph H. Hastings Vice President/Corporate Controller of Delaware
Management Company, Inc., the Registrant, each of
the other funds in the Delaware Group, Delaware
Management Holdings, Inc., DMH Corp., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware Capital
Management, Inc., Founders Holdings, Inc. and
Delaware International Holdings Ltd.; Executive
Vice President, Chief Financial Officer and
Treasurer of Delaware Management Trust Company;
Chief Financial Officer and Treasurer of Delaware
Investment & Retirement Services, Inc.; and
Assistant Treasurer of Founders CBO Corporation

Richard Salus(2) Vice President/Assistant Controller of Delaware
Management Company, Inc.

Bruce A. Ulmer Vice President/Director of Internal Audit of
Delaware Management Company, Inc., the
Registrant, each of the other funds in the
Delaware Group, Delaware Management Holdings,
Inc., DMH Corp. and Delaware Management Trust
Company; and Vice President/Internal Audit of
Delaware Investment & Retirement Services, Inc.

Steven T. Lampe(3) Vice President/Taxation of Delaware Management
Company, Inc., the Registrant, each of the other
funds in the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp., Delaware Distributors,
L.P., Delaware Distributors, Inc., Delaware
Service Company, Inc., Delaware Management Trust
Company, Founders Holdings, Inc., Founders CBO
Corporation, Delaware Capital Management, Inc.
and Delaware Investment & Retirement Services,
Inc.

Lisa O. Brinkley Vice President/Compliance of Delaware Management
Company, Inc., the Registrant, each of the other
funds in the Delaware Group, DMH Corp., Delaware
Distributors, L.P., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Delaware
Management Trust Company, Delaware Capital
Management, Inc. and Delaware Investment &
Retirement Services, Inc.

Rosemary E. Milner Vice President/Legal of Delaware Management
Company, Inc., the Registrant, each of the other
funds in the Delaware Group, Delaware
Distributors, L.P. and Delaware Distributors,
Inc.

Douglas L. Anderson Vice President/Operations of Delaware Management
Company, Inc., Delaware Investment and Retirement
Services, Inc. and Delaware Service Company,
Inc.; and Vice President/Operations and Director
of Delaware Management Trust Company

*Business address of each is 1818 Market Street, Philadelphia, PA 19103

<PAGE>

PART C - Other Information
(Continued)

Michael T. Taggart Vice President/Facilities Management and
Administrative Services of Delaware Management
Company, Inc.

Gerald T. Nichols Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., each of the
tax-exempt funds, the fixed income funds and the
closed-end funds in the Delaware Group; Vice
President of Founders Holdings, Inc.; and
Treasurer, Assistant Secretary and Director of
Founders CBO Corporation

Gary A. Reed Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., each of the
tax-exempt funds and the fixed income funds in
the Delaware Group and Delaware Capital
Management, Inc.

Paul A. Matlack Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., each of the
tax-exempt funds, the fixed income funds and the
closed-end funds in the Delaware Group; Vice
President of Founders Holdings, Inc.; and
President and Director of Founders CBO
Corporation.

Patrick P. Coyne Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., each of the
tax-exempt funds and the fixed income funds in
the Delaware Group and Delaware Capital
Management, Inc.

Roger A. Early Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., each of the
tax-exempt funds and the fixed income funds in
the Delaware Group

Mitchell L. Conery(4) Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc. and each of the
tax-exempt and fixed income funds in the Delaware
Group

George H. Burwell Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the Registrant
and each of the equity funds in the Delaware
Group

John B. Fields Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the
Registrant, each of the equity funds in the
Delaware Group and Delaware Capital Management,
Inc.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103

<PAGE>

PART C - Other Information
(Continued)

Gerald S. Frey(5) Vice President/Senior Portfolio Manager of
Delaware Management Company, Inc., the Registrant
and each of the equity funds in the Delaware
Group

(1) VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS, Bankers Trust and
VICE PRESIDENT, CS First Boston Investment Management prior to June 1995.
(2) SENIOR MANAGER, Ernst & Young LLP prior to December 1996.
(3) TAX MANAGER, Price Waterhouse prior to October 1995.
(4) INVESTMENT OFFICER, Travelers Insurance prior to January 1997.
(5) SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June 1996.
.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103

Item 29. Principal Underwriters.

(a) Delaware Distributors, L.P. serves as principal underwriter
for all the mutual funds in the Delaware Group.

(b) Information with respect to each director, officer or partner
of principal underwriter:
<TABLE>
<CAPTION>

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Delaware Distributors, Inc. General Partner None

Delaware Management
Company, Inc. Limited Partner Investment Manager

Delaware Capital
Management, Inc. Limited Partner None

Bruce D. Barton President and CEO None

David K. Downes Senior Vice President, Executive Vice
Chief Administrative Officer President/Chief
and Chief Financial Officer Operating Officer/
Chief Financial Officer

George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary Secretary

</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103

<PAGE>

PART C - Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Thomas Sawyer Senior Vice President/ None
Western Sales Division

William F. Hostler Senior Vice President/ None
Marketing Services

Dana B. Hall Senior Vice President/ None
Key Accounts

J. Chris Meyer Senior Vice President/ None
Product Development

Stephen H. Slack Senior Vice President/Wholesaler None

Richard J. Flannery Managing Director/Corporate Vice President
& Tax Affairs

Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary

Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary

Michael P. Bishof Vice President/Treasurer Vice President/Treasurer

Steven T. Lampe Vice President/Taxation Vice President/Taxation

Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller

Lisa O. Brinkley Vice President/ Vice President/
Compliance Compliance

Rosemary E. Milner Vice President/Legal Vice President/Legal

Daniel H. Carlson Vice President/Marketing None

Diane M. Anderson Vice President/ None
Retirement Services

Denise F. Guerriere Vice President/Client Services None

</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103

<PAGE>

PART C - Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Julia R. Vander Els Vice President/ None
Client Services

Jerome J. Alrutz Vice President/ None
Client Services

Joanne A. Mettenheimer Vice President/ None
National Accounts

Gregory J. McMillan Vice President/ None
National Accounts

Christopher H. Price Vice President/Annuity None
Marketing & Administration

Stephen J. DeAngelis Vice President/Product None
Development

Thomas P. Kennett Vice President/ Wholesaler None

Susan T. Friestedt Vice President/Customer None
Service

Dinah J. Huntoon Vice President/Product None
Management

Soohee Lee Vice President/Fixed Income None
Product Management

Ellen M. Krott Vice President/Communications None

Holly W. Reimel Vice President/Telemarketing None

Terrence L. Bussard Vice President/Wholesaler None

William S. Carroll Vice President/Wholesaler None

William L. Castetter Vice President/Wholesaler None

Thomas J. Chadie Vice President/Wholesaler None

</TABLE>

*Business address of each is 1818 Market Street, Philadelphia, PA 19103

<PAGE>

PART C - Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------ --------------------- ---------------------

<S> <C> <C>
Thomas C. Gallagher Vice President/Wholesaler None

Douglas R. Glennon Vice President/Wholesaler None

Christopher L. Johnston Vice President/Wholesaler None

William M. Kimbrough Vice President/Wholesaler None

Mac McAuliffe Vice President/Wholesaler None

Patrick L. Murphy Vice President/Wholesaler None

Henry W. Orvin Vice President/Wholesaler None

Philip G. Rickards Vice President/Wholesaler None

Laura E. Roman Vice President/Wholesaler None

Michael W. Rose Vice President/Wholesaler None

Thomas E. Sawyer Vice President/Wholesaler None

Linda Schulz Vice President/Wholesaler None

Edward B. Sheridan Vice President/Wholesaler None

Robert E. Stansbury Vice President/Wholesaler None

Larry D. Stone Vice President/Wholesaler None

John A. Wells Vice President/Marketing None
Technology
</TABLE>

Item 30. Location of Accounts and Records.

All accounts and records are maintained in Philadelphia at 1818 Market
Street, Philadelphia, PA 19103 or One Commerce Square, Philadelphia,
PA 19103.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C - Other Information
(Continued)

Item 31. Management Services. None.

Item 32. Undertakings.

(a) Not Applicable.

(b) Not Applicable.

(c) The Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

(d) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of
removal of any director when requested in writing to do so by
the record holders of not less than 10% of the outstanding
shares.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on
this 28th day of April, 1997.

DELAWARE GROUP EQUITY FUNDS IV, INC.
(formerly Delaware Group DelCap Fund, Inc.)

By/s/Wayne A. Stork
--------------------------
Wayne A. Stork
President, Chairman of the Board,
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>

Signature Title Date
- ------------------------------------------- ------------------------------------- ----------------
<S> <C> <C>

President, Chairman of the Board,
/s/ Wayne A. Stork Chief Executive Officer and Director April 28, 1996
- -------------------------------------------
Wayne A. Stork
Executive Vice President/Chief
Operating Officer/Chief Financial
Officer (Principal Financial Officer and
/s/David K. Downes Principal Accounting Officer) April 28, 1997
- -------------------------------------------
David K. Downes

/s/Walter P. Babich * Director April 28, 1997
- -------------------------------------------
Walter P. Babich

/s/Anthony D. Knerr * Director April 28, 1997
- -------------------------------------------
Anthony D. Knerr

/s/Ann R. Leven * Director April 28, 1997
- -------------------------------------------
Ann R. Leven

/s/Charles E. Peck * Director April 28, 1997
- -------------------------------------------
Charles E. Peck

/s/W. Thacher Longstreth * Director April 28, 1997
- -------------------------------------------
W. Thacher Longstreth

*By/s/Wayne A. Stork
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated

</TABLE>

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<PAGE>

INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit No. Exhibit
- ----------- -------

<S> <C>
EX-99.B1C Executed Articles Supplementary (November 27, 1996)

EX-99.B1D Executed Articles of Amendment (November 26, 1996)

EX-99.B5B Executed Investment Management Agreement (November 29, 1996) between
Delaware Management Company, Inc. and the Registrant on behalf of Capital
Appreciation Fund

EX-99.B6AIII Executed Distribution Agreement (November 29, 1996) between Delaware
Distributors, L.P. and the Registrant on behalf of Capital Appreciation Fund

EX-99.B8AI Executed Amendment to Custodian Agreement (November 29, 1996) between The
Chase Manhattan Bank and the Registrant on behalf of Capital Appreciation Fund

EX-99.B9A Executed Amended and Restated Shareholders Services Agreement (November 29,
1996) between Delaware Service Company, Inc. and the Registrant on behalf of each
Fund

EX-99.B9BI Executed Amendment No. 2 (November 29, 1996) to Delaware Group of Funds
Fund Accounting Agreement

EX-99.B9BII Executed Amendment No. 3 (December 27, 1996) to Delaware Group of Funds
Fund Accounting Agreement

EX-99.B9BIII Executed Amendment No. 4 (February 24, 1997) to Delaware Group of Funds
Fund Accounting Agreement

EX-99.B11 Consent of Auditors

EX-99.B15D Plan under Rule 12b-1 for Capital Appreciation Fund A Class (November 29, 1996)

EX-99.B15E Plan under Rule 12b-1 for Capital Appreciation Fund B Class (November 29, 1996)

EX-99.B15F Plan under Rule 12b-1 for Capital Appreciation Fund C Class (November 29, 1996)

EX-99.B16B Schedules of Computation for each Performance Quotation for periods not
previously electronically filed

</TABLE>

<PAGE>

Exhibit No. Exhibit
- ----------- -------
<S> <C>

EX-27 Financial Data Schedules

EX-99.B18B Amended Appendix A (September 30, 1996) to Plan under Rule 18f-3

EX-99.B18C Amended Appendix A (November 29, 1996) to Plan under Rule 18f-3

EX-99.B18D Amended Appendix A (February 24, 1997) to Plan under Rule 18f-3

</TABLE>

<PAGE>

DELAWARE GROUP EQUITY FUNDS IV, INC.

ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION

Delaware Group Equity Funds IV, Inc. (formerly known as
Delaware Group DelCap Fund, Inc.), a Maryland corporation having its principal
office in Baltimore, Maryland (the "Corporation"), hereby certifies, in
accordance with Section 2-208 and Section 2-208.1 of the Maryland General
Corporation Law, to the State Department of Assessments and Taxation of
Maryland, that:

FIRST: The Corporation has authority to issue a total of Five
Hundred Million (500,000,000) shares of common stock with a par value of One
Cent ($0.01) per share (the "Common Stock") of the Corporation, having an
aggregate par value of Five Million Dollars ($5,000,000). Of such Five Hundred
Million (500,000,000) shares of the Common Stock, Three Hundred Fifty Million
(350,000,000) shares have been allocated to the DelCap Fund series of the Common
Stock as follows: (1) One Hundred Fifty Million (150,000,000) shares of the
DelCap Fund series of the Common Stock have been allocated to the DelCap Fund A
Class, (2) One Hundred Million (100,000,000) shares of the DelCap Fund series of
the Common Stock have been allocated to the DelCap Fund B Class, and (3) Fifty
Million (50,000,000) shares of the DelCap Fund series of the Common Stock have
been allocated to each of the DelCap Fund C Class and DelCap Fund Institutional
Class. Of such Five Hundred Million (500,000,000) shares of the Common Stock,
Fifty Million (50,000,000) shares have been allocated to the Concept II series.
Of such Five Hundred Million (500,000,000) shares of the Common Stock, One
Hundred Million (100,000,000) shares are authorized, unissued, unclassified and
unallocated.

SECOND: There being no outstanding shares of the Concept II
series, the Board of Directors of the Corporation, at a meeting held on November
21, 1996, adopted resolutions terminating the Concept II series, and restoring
the Fifty Million (50,000,000) shares of the Common Stock of the Corporation
that had previously been allocated to the Concept II series of the Corporation
to the category of shares of Common Stock of the Corporation that are
authorized, unissued, unclassified and unallocated.

THIRD: The Board of Directors of the Corporation, at a meeting
held on November 21, 1996, adopted resolutions increasing the aggregate number
of shares of Common Stock that

<PAGE>

the Corporation has authority to issue from Five Hundred Million (500,000,000)
shares to One Billion (1,000,000,000) shares, designating one additional series
of the Corporation's Common Stock as the Capital Appreciation Fund series, and
classifying and allocating Two Hundred Million (200,000,000) shares of
authorized, unissued and unclassified Common Stock to the Capital Appreciation
Fund series. The Two Hundred Million (200,000,000) shares of the Common Stock
which have been allocated to the Capital Appreciation Fund series have been
further allocated as follows: (1) One Hundred Million (100,000,000) shares of
the Capital Appreciation Fund series of the Common Stock have been allocated to
the Capital Appreciation Fund A Class, (2) Fifty Million (50,000,000) shares of
the Capital Appreciation Fund series of the Common Stock have been allocated to
the Capital Appreciation Fund Institutional Class, and (3) Twenty-Five Million
(25,000,000) shares of the Capital Appreciation Fund series of the Common Stock
have been allocated to each of the Capital Appreciation Fund B Class and the
Capital Appreciation Fund C Class. Four Hundred Fifty Million (450,000,000)
shares of the Corporation's Common Stock remain authorized but unissued and
unallocated shares.

FOURTH: As a result of the aforesaid increase in the
authorized Common Stock and classifications, the Corporation has authority to
issue One Billion (1,000,000,000) shares of Common Stock with a par value of One
Cent ($0.01) per share, having an aggregate par value of Ten Million Dollars
($10,000,000). Of such One Billion (1,000,000,000) shares of Common Stock, Five
Hundred Fifty Million (550,000,000) shares of the Common Stock have been
allocated as follows: Three Hundred Fifty Million (350,000,000) shares have been
allocated to the DelCap Fund series, and Two Hundred Million (200,000,000)
shares have been allocated to the Capital Appreciation Fund series. The Three
Hundred Fifty Million (350,000,000) shares of the Corporation's Common Stock
which have been allocated to the DelCap Fund series have been further classified
and allocated as follows: (1) One Hundred Fifty Million (150,000,000) shares of
the DelCap Fund series of the Common Stock have been allocated to the DelCap
Fund A Class, (2) One Hundred Million (100,000,000) shares of the DelCap Fund
series of the Common Stock have been allocated to the DelCap Fund B Class, and
(3) Fifty Million (50,000,000) shares of the DelCap Fund series of the Common
Stock have been allocated to each of the DelCap Fund Institutional Class and the
DelCap Fund C Class. The Two Hundred Million (200,000,000) shares of the
Corporation's Common Stock allocated to the Capital Appreciation Fund series
have been further classified and allocated as follows: (1) One Hundred Million
(100,000,000) shares of the Capital Appreciation Fund series of the Common Stock
have been allocated to the Capital Appreciation Fund A Class, (2) Fifty Million
(50,000,000) shares of the Capital Appreciation Fund series of the Common Stock
have been allocated to the Capital Appreciation Fund Institutional Class, and
(3) Twenty-Five

-2-

<PAGE>

Million (25,000,000) shares of the Capital Appreciation Fund series of the
Common Stock have been allocated to each of the Capital Appreciation Fund B
Class and the Capital Appreciation Fund C Class. Four Hundred Fifty Million
(450,000,000) shares of the Corporation's Common Stock remain authorized but
unissued and unallocated shares.

FIFTH: The shares of the Capital Appreciation Fund A Class,
the Capital Appreciation Fund B Class, the Capital Appreciation Fund C Class and
the Capital Appreciation Fund Institutional Class of the Capital Appreciation
Fund series shall represent proportionate interests in the same portfolio of
investments. The shares of the Capital Appreciation Fund A Class, the Capital
Appreciation Fund B Class, the Capital Appreciation Fund C Class and the Capital
Appreciation Fund Institutional Class of the Capital Appreciation Fund series
shall have the same preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption, all as set forth in the Articles of Incorporation of
the Corporation, except for the differences hereinafter set forth:

1. The dividends and distributions of investment income and
capital gains with respect to shares of the Capital
Appreciation Fund A Class, the Capital Appreciation Fund B
Class, the Capital Appreciation Fund C Class and the Capital
Appreciation Fund Institutional Class of the Capital
Appreciation Fund series of the Common Stock shall be in such
amounts as may be declared from time to time by the Board of
Directors, and such dividends and distributions may vary with
respect to each such class from the dividends and
distributions of investment income and capital gains with
respect to the other classes of the Capital Appreciation Fund
series of the Common Stock, to reflect differing allocations
of the expenses of the Corporation among the classes and any
resultant difference among the net asset values per share of
the classes, to such extent and for such purposes as the Board
of Directors may deem appropriate. The allocation of
investment income and capital gains and expenses and
liabilities of the Capital Appreciation Fund series among its
four classes of Common Stock shall be determined by the Board
of Directors in a manner that is consistent with the orders,
as applicable, dated April 10, 1987 and September 6, 1994
(Investment Company Act of 1940 Release Nos. 15675 and 20529)
issued by the Securities and Exchange Commission, and any
amendments to such orders, any existing or future order or any
Multiple Class Plan adopted by the Corporation in accordance
with Rule 18f-3 under the Investment Company Act of 1940, as
amended,

-3-

<PAGE>

that modifies or supersedes such orders.

2. Except as may otherwise be required by law, pursuant to any
applicable order, rule or interpretation issued by the
Securities and Exchange Commission, or otherwise, the holders
of shares of the Capital Appreciation Fund A Class, the
Capital Appreciation Fund B Class, the Capital Appreciation
Fund C Class and the Capital Appreciation Fund Institutional
Class of the Capital Appreciation Fund series of the Common
Stock shall have (i) exclusive voting rights with respect to
any matter submitted to a vote of stockholders that affects
only holders of shares of the Capital Appreciation Fund A
Class, the Capital Appreciation Fund B Class, the Capital
Appreciation Fund C Class and the Capital Appreciation Fund
Institutional Class of the Capital Appreciation Fund series,
respectively, including, without limitation, the provisions of
any Distribution Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (a "Distribution
Plan"), applicable to shares of the Capital Appreciation Fund
A Class, the Capital Appreciation Fund B Class and the Capital
Appreciation Fund C Class, and (ii) no voting rights with
respect to the provisions of any Distribution Plan applicable
to any other class of the Capital Appreciation Fund series of
the Common Stock or with regard to any other matter submitted
to a vote of stockholders which does not affect holders of
shares of the Capital Appreciation Fund A Class, the Capital
Appreciation Fund B Class and the Capital Appreciation Fund C
Class.

3. (a) Other than shares described in paragraph (3)(b) herein,
each share of the Capital Appreciation Fund B Class shall be
converted automatically, and without any action or choice on
the part of the holder thereof, into shares of the Capital
Appreciation Fund A Class on the Conversion Date. The term
"Conversion Date" when used herein shall mean a date set forth
in the prospectus of the Capital Appreciation Fund B Class, as
such prospectus may be amended from time to time, that is no
later than three months after either (i) the date on which the
eighth anniversary of the date of issuance of the share
occurs, or (ii) any such other anniversary date as may be
determined by the Board of Directors and set forth in the
prospectus of the Capital Appreciation Fund B Class, as such
prospectus may be amended from time to time; provided that any
such other anniversary date determined by the Board of
Directors shall be a date that will occur prior to the
anniversary date set forth in clause (i)

-4-

<PAGE>

and any such other date theretofore determined by the Board of
Directors pursuant to this clause (ii); but further provided
that, subject to the provisions of the next sentence, for any
shares of the Capital Appreciation Fund B Class acquired
through an exchange, or through a series of exchanges, as
permitted by the Corporation as provided in the prospectus of
the Capital Appreciation Fund B Class, as such prospectus may
be amended from time to time, from another investment company
or another series of the Corporation (an "eligible investment
company"), the Conversion Date shall be the conversion date
applicable to the shares of stock of the eligible investment
company originally subscribed for in lieu of the Conversion
Date of any stock acquired through exchange if such eligible
investment company issuing the stock originally subscribed for
had a conversion feature, but not later than the Conversion
Date determined under (i) above. For the purpose of
calculating the holding period required for conversion, the
date of issuance of a share of the Capital Appreciation Fund B
Class shall mean (i) in the case of a share of the Capital
Appreciation Fund B Class obtained by the holder thereof
through an original subscription to the Corporation, the date
of the issuance of such share of the Capital Appreciation Fund
B Class, or (ii) in the case of a share of the Capital
Appreciation Fund B Class obtained by the holder thereof
through an exchange, or through a series of exchanges, from an
eligible investment company, the date of issuance of the share
of the eligible investment company to which the holder
originally subscribed.

(b) Each share of the Capital Appreciation Fund B
Class (i) purchased through the automatic reinvestment of a
dividend or distribution with respect to the Capital
Appreciation Fund B Class or the corresponding class of any
other investment company or of any other series of the
Corporation issuing such class of shares or (ii) issued
pursuant to an exchange privilege granted by the Corporation
in an exchange or series of exchanges for shares originally
purchased through the automatic reinvestment of a dividend or
distribution with respect to shares of capital stock of an
eligible investment company, shall be segregated in a separate
sub-account on the stock records of the Corporation for each
of the holders of record thereof. On any Conversion Date, a
number of the shares held in the separate sub-account of the
holder of record of the share or shares being converted,
calculated in accordance with the next following sentence,
shall be converted automatically, and without any action or

-5-

<PAGE>

choice on the part of the holder, into shares of the Capital
Appreciation Fund A Class. The number of shares in the
holder's separate sub-account so converted shall (i) bear the
same ratio to the total number of shares maintained in the
separate sub-account on the Conversion Date (immediately prior
to conversion) as the number of shares of the holder converted
on the Conversion Date pursuant to paragraph (3)(a) hereof
bears to the total number of Capital Appreciation Fund B Class
shares of the holder on the Conversion Date (immediately prior
to conversion) after subtracting the shares then maintained in
the holder's separate sub-account, or (ii) be such other
number as may be calculated in such other manner as may be
determined by the Board of Directors and set forth in the
prospectus of the Capital Appreciation Fund B Class, as such
prospectus may be amended from time to time.

(c) The number of shares of the Capital Appreciation
Fund A Class into which a share of the Capital Appreciation
Fund B Class is converted pursuant to paragraphs 3(a) and 3(b)
hereof shall equal the number (including for this purpose
fractions of a share) obtained by dividing the net asset value
per share of the Capital Appreciation Fund B Class for
purposes of sales and redemption thereof on the Conversion
Date by the net asset value per share of the Capital
Appreciation Fund A Class for purposes of sales and redemption
thereof on the Conversion Date.

(d) On the Conversion Date, the shares of the Capital
Appreciation Fund B Class converted into shares of the Capital
Appreciation Fund A Class will no longer be deemed outstanding
and the rights of the holders thereof (except the right to
receive (i) the number of shares of the Capital Appreciation
Fund A Class into which the shares of the Capital Appreciation
Fund B Class have been converted and (ii) declared but unpaid
dividends to the Conversion Date or such other date set forth
in the prospectus of the Capital Appreciation Fund B Class, as
such prospectus may be amended from time to time and (iii) the
right to vote converting shares of the Capital Appreciation
Fund B Class held as of any record date occurring on or before
the Conversion Date and theretofore set with respect to any
meeting held after the Conversion Date) will cease.
Certificates representing shares of the Capital Appreciation
Fund A Class resulting from the conversion need not be issued
until certificates representing shares of the Capital
Appreciation Fund B Class converted, if issued, have been
received by the

-6-

<PAGE>

Corporation or its agent duly endorsed for transfer.

(e) The automatic conversion of the Capital
Appreciation Fund B Class into the Capital Appreciation Fund A
Class, as set forth in paragraphs 3(a) and 3(b) of this
Article FIFTH shall be suspended at any time that the Board of
Directors determines (i) that there is not available a
reasonably satisfactory opinion of counsel to the effect that
(x) the assessment of the higher fee under the Distribution
Plan with respect to the Capital Appreciation Fund B Class
does not result in the Corporation's dividends or
distributions constituting a "preferential dividend" under the
Internal Revenue Code of 1986, as amended, and (y) the
conversion of the Capital Appreciation Fund B Class does not
constitute a taxable event under federal income tax law, or
(ii) any other condition to conversion set forth in the
prospectus of the Capital Appreciation Fund B Class, as such
prospectus may be amended from time to time, is not satisfied.

(f) The automatic conversion of the Capital
Appreciation Fund B Class into Capital Appreciation Fund A
Class, as set forth in paragraphs 3(a) and 3(b) hereof, may
also be suspended by action of the Board of Directors at any
time that the Board of Directors determines such suspension to
be appropriate in order to comply with, or satisfy the
requirements of the Investment Company Act of 1940, as
amended, and in effect from time to time, or any rule,
regulation or order issued thereunder relating to voting by
the holders of the Capital Appreciation Fund B Class on any
Distribution Plan with respect to, as relevant, the Capital
Appreciation Fund A Class and in effect from time to time, and
in connection with, or in lieu of, any such suspension, the
Board of Directors may provide holders of the Capital
Appreciation Fund B Class with alternative conversion or
exchange rights into other classes of stock of the Corporation
in a manner consistent with the law, rule, regulation or order
giving rise to the possible suspension of the conversion
right.

4. The shares of the Capital Appreciation Fund C Class and the
Capital Appreciation Fund Institutional Class shall not
automatically convert into shares of the Capital Appreciation
Fund A Class of the Capital Appreciation Fund series of the
Common Stock as do the shares of the Capital Appreciation B
Class of the Capital Appreciation Fund series of the Common
Stock.

-7-

<PAGE>

SIXTH: The shares of the Capital Appreciation Fund A Class,
the Capital Appreciation Fund B Class, the Capital Appreciation Fund C Class and
the Capital Appreciation Fund Institutional Class of the Capital Appreciation
Fund series have been classified by the Board of Directors pursuant to authority
contained in the Articles of Incorporation of the Corporation.

SEVENTH: The Corporation is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended.

EIGHTH: The total number of shares of Common Stock that the
Corporation has authority to issue has been increased by the Board of Directors
in accordance with Section 2-105(c) of the Maryland General Corporation Law.

NINTH: These Articles Supplementary shall become effective at
5:00 p.m. on November 27, 1996.

IN WITNESS WHEREOF, Delaware Group Equity Funds IV, Inc. has
caused these Articles Supplementary to be signed in its name and on its behalf
by its Senior Vice President and attested by its Assistant Secretary on this
26th day of November, 1996.

DELAWARE GROUP EQUITY FUNDS IV, INC.

By:/s/ George M. Chamberlain, Jr.
--------------------------------
George M. Chamberlain, Jr.
Senior Vice President

ATTEST:

/s/ Eric E. Miller
- ---------------------
Eric E. Miller
Assistant Secretary

-8-

<PAGE>

THE UNDERSIGNED, Senior Vice President of DELAWARE GROUP
EQUITY FUNDS IV, INC., who executed on behalf of the said Corporation the
foregoing Articles Supplementary, of which this instrument is made a part,
hereby acknowledges, in the name of and on behalf of said Corporation, said
Articles Supplementary to be the corporate act of said Corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the authorization and
approval thereof are true in all material respects, under the penalties of
perjury.

/s/George M. Chamberlain, Jr.
-----------------------------
George M. Chamberlain, Jr.
Senior Vice President

-9-

<PAGE>
DELAWARE GROUP DELCAP FUND, INC.

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION

DELAWARE GROUP DELCAP FUND, INC., a Maryland corporation
having its principal office in Baltimore, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland, that:

ONE: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.

TWO: The first sentence of ARTICLE SECOND of the Articles of
Incorporation, as amended and supplemented, is hereby amended to read as
follows:

SECOND: The name of the corporation is Delaware Group Equity
Funds IV, Inc.

THREE: The Articles of Incorporation of the Corporation, as
amended and supplemented, are further amended by changing the name of the
Concept I Series of the Common Stock to the DelCap Fund series of the Common
Stock, and by deleting the old name of such series from the Articles of
Incorporation, as amended and supplemented to date, and inserting in lieu
thereof, the new name of such series as changed hereby.

FOUR: The Articles of Incorporation of the Corporation, as
amended and supplemented, are further amended by changing the names of the
DelCap Fund Class of shares and the DelCap Fund (Institutional) Class of shares
of the DelCap Fund series (formerly known as the Concept I Series) of the Common
Stock to, respectively, the DelCap Fund A Class of shares and the DelCap Fund
Institutional Class of shares, and by deleting the old names of such classes
from the Articles of Incorporation, as amended and supplemented to date, and
inserting in lieu thereof, the new names of such classes as changed hereby.

The names of the other two classes of the common stock of the
DelCap Fund series of the Common Stock of the Corporation (the DelCap Fund B
Class and the DelCap Fund C Class) shall remain the same.

FIVE: The amendments to the Articles of Incorporation of the
Corporation as set forth above have been duly approved by a majority of the
entire Board of Directors of

<PAGE>

the Corporation as required by law and are limited to changes permitted by
Section 2-605(a)(4) of the Maryland General Corporation Law to be made without
action by the stockholders of the Corporation.

SIX: The amendments to the Articles of Incorporation of the
Corporation as set forth above do not change the preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of the shares that are the
subject of the name changes.

SEVEN: These Articles of Amendment shall become effective at
4:30 p.m. on November 27, 1996.

IN WITNESS WHEREOF, DELAWARE GROUP DELCAP FUND, INC. has
caused these Articles of Amendment to be signed in its name and on its behalf by
its Senior Vice President and attested by its Assistant Secretary on this 26th
day of November, 1996.

DELAWARE GROUP DELCAP FUND, INC.

By: /s/ George M. Chamberlain, Jr.
-----------------------------------
George M. Chamberlain, Jr.
Senior Vice President

ATTEST:

/s/ Eric E. Miller
- ----------------------
Eric E. Miller
Assistant Secretary

-2-

<PAGE>

THE UNDERSIGNED, Senior Vice President of DELAWARE GROUP
DELCAP FUND, INC., who executed on behalf of said Corporation the foregoing
Articles of Amendment, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said Corporation, the foregoing
Articles of Amendment to be the corporate act of said Corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

/s/George M. Chamberlain, Jr.
-----------------------------
George M. Chamberlain, Jr.
Senior Vice President

-3-

<PAGE>
Exhibit 99.B5B

DELAWARE GROUP EQUITY FUNDS IV, INC.

CAPITAL APPRECIATION FUND

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, made by and between DELAWARE GROUP EQUITY FUNDS IV, INC.
(the "Fund"), a Maryland corporation, for its CAPITAL APPRECIATION FUND series
(the "Series"), and DELAWARE MANAGEMENT COMPANY, INC. (the "Investment
Manager"), a Delaware corporation.

W I T N E S S E T H:

WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager is a registered Investment Adviser
under the Investment Advisers Act of 1940 and engages in the business of
providing investment management services; and
WHEREAS, the Investment Manager serves as the investment manager for
the other series of the Fund, known as the DelCap Fund series, pursuant to an
Investment Management Agreement dated as of April 3, 1995, and the Fund desires
to retain the Investment Manager to serve as the investment manager for this
Series effective as of the date of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it is
agreed as follows:
1. The Fund hereby employs the Investment Manager to
manage the investment and reinvestment of the Series' assets and

<PAGE>

to administer its affairs, subject to the direction of the Board and officers of
the Fund for the period and on the terms hereinafter set forth. The Investment
Manager hereby accepts such employment and agrees during such period to render
the services and assume the obligations herein set forth for the compensation
herein provided. The Investment Manager shall, for all purposes herein, be
deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized, have no authority to act for or represent the Fund in
any way, or in any way be deemed an agent of the Fund. The Investment Manager
shall regularly make decisions as to what securities to purchase and sell on
behalf of the Series, and shall give written instructions to the Trading
Department maintained by the Fund for implementation of such decisions, and
shall furnish the Board of Directors of the Fund with such information and
reports regarding the Series' investments as the Investment Manager deems
appropriate or as the Directors of the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to

-2-

<PAGE>

shareholders; calling and holding of shareholders' meetings; miscellaneous
office expenses; brokerage commissions; custodian fees; legal and accounting
fees; taxes; and federal and state registration fees. The Series shall bear all
of its own organizational costs.
Directors, officers and employees of the Investment Manager
may be directors, officers and employees of the funds of which Delaware
Management Company, Inc. is Investment Manager. Directors, officers and
employees of the Investment Manager who are directors, officers and/or employees
of the funds shall not receive any compensation from the funds for acting in
such dual capacity.
In the conduct of the respective businesses of the parties
hereto and in the performance of this Agreement, the Fund and Investment Manager
may share facilities common to each, with appropriate proration of expenses
between them.
3. (a) The Fund shall place and execute its own orders for the purchase
and sale of portfolio securities with broker/dealers. Subject to the primary
objective of obtaining the best available prices and execution, the Fund will
place orders for the purchase and sale of portfolio securities with such
broker/dealers selected from among those designated from time to time by the
Investment Manager, who provide statistical, factual and financial information
and services to the Fund, to the Investment Manager, or to any other fund for
which the Investment Manager provides investment advisory services and/or with

-3-

<PAGE>

broker/dealers who sell shares of the Fund or who sell shares of any other fund
for which the Investment Manager provides investment advisory services.
Broker/dealers who sell shares of the funds of which Delaware Management
Company, Inc. is investment manager, shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing of such orders is
in compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above
and subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, the Investment Manager may ask the Fund, and
the Fund may agree, to pay a member of an exchange, broker or dealer an amount
of commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where it, and the Investment
Manager, have determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or the Investment Manager's overall responsibilities with
respect to the Fund and to other funds or other advisory accounts for which the
Investment Manager exercises investment discretion.

-4-

<PAGE>

4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall pay to
the Investment Manager monthly from the Series' assets a fee based on the
average daily net assets of the Series during the month. Such fee shall be
calculated in accordance with the following schedule.

Equivalent
Monthly Rate Annual Rate Average Daily Net Assets
- ------------ ----------- ------------------------
7.50/120 of 1% 0.750% on the first $500,000,000

7.25/120 of 1% 0.725% on the next $500,000,000

7.00/120 of 1% 0.700% on assets over $1,000,000,000

If this Agreement is terminated prior to the end of any
calendar month, the management fee shall be prorated for the portion of any
month in which this Agreement is in effect according to the proportion which the
number of calendar days during which the Agreement is in effect bears to the
number of calendar days in the month, and shall be payable within 10 days after
the date of termination.
5. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different services to
others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment advisory
services to other

-5-

<PAGE>

investment companies, or to any other corporation, association, firm or
individual, and may render underwriting services to the Fund or to any other
investment company, corporation, association, firm or individual.
7. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of duties of the Investment Manager
to the Fund, the Investment Manager shall not be subject to liabilities to the
Fund or to any shareholder of the Fund for any action or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below. It shall continue in effect for a period of two years from such
date and may be renewed thereafter only so long as such renewal and continuance
is specifically approved at least annually by the Board of Directors of the Fund
or by vote of a majority of the outstanding voting securities of the Series and
only if the terms and the renewal hereof have been approved by the vote of a
majority of the Directors of the Fund who are not parties hereto or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. Notwithstanding the foregoing, this Agreement may be
terminated by the Fund at any time, without the payment of a penalty, on sixty
days' written notice to the Investment Manager of the Fund's intention to do so,
pursuant to

-6-

<PAGE>

action by the Board of Directors of the Fund or pursuant to vote of a majority
of the outstanding voting securities of the Series. The Investment Manager may
terminate this Agreement at any time, without the payment of penalty, on sixty
days' written notice to the Fund of its intention to do so. Upon termination of
this Agreement, the obligations of all the parties hereunder shall cease and
terminate as of the date of such termination, except for any obligation to
respond for a breach of this Agreement committed prior to such termination, and
except for the obligation of the Fund to pay to the Investment Manager the fee
provided in paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities;" "interested persons;" and "assignment"
shall have the meanings defined in the Investment Company Act of 1940.

-7-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by having it signed by their duly authorized officers as of the 29th
day of November, 1996.

DELAWARE GROUP EQUITY FUNDS IV, INC.
for the CAPITAL APPRECIATION FUND

By:/s/David K. Downes
-------------------------------------------------
Name: David K. Downes
Title: Senior Vice President/Chief
Administrative Officer/
Chief Financial Officer

Attest:/s/Richelle S. Maestro
----------------------------------------------
Name: Richelle S. Maestro
Title: Vice President/
Assistant Secretary

DELAWARE MANAGEMENT COMPANY, INC.

By:/s/Wayne A. Stork
--------------------------------------------------
Name: Wayne A. Stork
Title: Chairman, President, Chief
Executive Officer, Chief
Investment Officer

Attest:/s/Eric E. Miller
-----------------------------------------------
Name: Eric E. Miller
Title: Vice President/
Assistant Secretary

-8-

<PAGE>
DELAWARE GROUP EQUITY FUNDS IV, INC.
CAPITAL APPRECIATION FUND
DISTRIBUTION AGREEMENT

Distribution Agreement (the "Agreement") made as of this 29th day of
November, 1996 by and between DELAWARE GROUP EQUITY FUNDS IV, INC., a Maryland
corporation (the "Fund"), for the CAPITAL APPRECIATION FUND series (the
"Series"), and DELAWARE DISTRIBUTORS, L.P. (the "Distributor"), a Delaware
limited partnership.

WITNESSETH

WHEREAS, the Fund is an investment company regulated by
Federal and State regulatory bodies, and

WHEREAS, the Distributor is engaged in the business of
promoting the distribution of the securities of investment companies and, in
connection therewith and acting solely as agent for such investment companies
and not as principal, advertising, promoting, offering and selling their
securities to the public, and

WHEREAS, the Fund desires to enter into an agreement with the
Distributor on behalf of the Series, pursuant to which the Distributor shall
serve as the national distributor of the Series' Capital Appreciation Fund A
Class ("Class A Shares"), Capital Appreciation Fund B Class (the "Class B
Shares"), Capital Appreciation Fund C Class (the "Class C Shares"), and Capital
Appreciation Fund Institutional Class (the "Institutional Class Shares"), which
Series and classes may do business under these or such other names as the Board
of Directors may designate from time to time, on the terms and conditions set
forth below,

<PAGE>

NOW, THEREFORE, the parties hereto, intending to be
legally bound hereby, agree as follows:

1. The Fund hereby engages the Distributor to promote the
distribution of the Series' shares and, in connection therewith and as
agent for the Fund and not as principal, to advertise, promote, offer
and sell the Series' shares to the public.

2. (a) The Distributor agrees to serve as distributor of the
Series' shares and, as agent for the Fund and not as
principal, to advertise, promote and use its best efforts
to sell the Series' shares wherever their sale is legal,
either through dealers or otherwise, in such places and
in such manner, not inconsistent with the law and the
provisions of this Agreement and the Fund's Registration
Statement under the Securities Act of 1933, including the
Prospectuses contained therein, and the Statement of
Additional Information contained therein as may be
mutually determined by the Fund and the Distributor from
time to time.

(b) For the Institutional Class Shares, the Distributor will bear
all costs of financing any activity which is primarily
intended to result in the sale of that class of shares,
including, but not necessarily limited to, advertising,
compensation of underwriters, dealers and sales personnel, the
printing and mailing of sales literature and distribution of
that class of shares.

-2-

<PAGE>

(c) For its services as agent for the Class A Shares, Class
B Shares, and Class C Shares, the Distributor shall be
entitled to compensation on each sale or redemption, as
appropriate, of shares of such classes equal to any
front-end or deferred sales charge described in the
Prospectus from time to time and may allow concessions to
dealers in such amounts and on such terms as are therein
set forth.

(d) For the Class A Shares, Class B Shares, and Class C
Shares, the Fund shall, in addition, compensate the
Distributor for its services as provided in the
Distribution Plan as adopted on behalf of the Class A
Shares, Class B Shares, and Class C Shares, respectively,
pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Plans"), copies of which as presently in
force are attached hereto as, respectively, Exhibit "A,"
"B," and "C."

3. (a) The Fund agrees to make available for sale by the Fund
through the Distributor all or such part of the authorized but
unissued shares of the Series as the Distributor shall require
from time to time, and except as provided in Paragraph 3(b)
hereof, the Fund will not sell Series' shares other than
through the efforts of the Distributor.

(b) The Fund reserves the right from time to time (1) to sell and
issue shares other than for cash; (2) to issue shares

-3-

<PAGE>

in exchange for substantially all of the assets of any
corporation or trust, or in exchange of shares of any
corporation or trust; (3) to pay stock dividends to its
shareholders, or to pay dividends in cash or stock at the
option of its stockholders, or to sell stock to existing
stockholders to the extent of dividends payable from time to
time in cash, or to split up or combine its outstanding shares
of common stock; (4) to offer shares for cash to its
stockholders as a whole, by the use of transferable rights or
otherwise, and to sell and issue shares pursuant to such
offers; and (5) to act as its own distributor in any
jurisdiction in which the Distributor is not registered as a
broker-dealer.

4. The Fund warrants the following:

(a) The Fund is, or will be, a properly registered investment
company, and any and all Series' shares which it will sell
through the Distributor are, or will be, properly registered
with the Securities and Exchange Commission ("SEC").

(b) The provisions of this Agreement do not violate the terms of
any instrument by which the Fund is bound, nor do they violate
any law or regulation of any body having jurisdiction over the
Fund or its property.

5. (a) The Fund will supply to the Distributor a conformed copy
of the Registration Statement, all amendments thereto,

-4-

<PAGE>

all exhibits, and each Prospectus and Statement of
Additional Information.

(b) The Fund will register or qualify the Series' shares for
sale in such states as is deemed desirable.

(1) will give and continue to give such financial
statements and other information as may be required
by the SEC or the proper public bodies of the
states in which the Series' shares may be
qualified;

(2) from time to time, will furnish to the Distributor
as soon as reasonably practicable true copies of
its periodic reports to stockholders;

(3) will promptly advise the Distributor in person or by
telephone or telegraph, and promptly confirm such
advice in writing, (a) when any amendment or
supplement to the Registration Statement becomes
effective, (b) of any request by the SEC for
amendments or supplements to the Registration
Statement or the Prospectuses or for additional
information, and (c) of the issuance by the SEC of
any Stop Order suspending the effectiveness of the
Registration Statement, or the initiation of any
proceedings for that purpose;

(4) if at any time the SEC shall issue any Stop Order
suspending the effectiveness of the Registration
Statement, will make every reasonable effort to
obtain the lifting of such order at the earliest
possible moment;

(5) will from time to time, use its best effort to keep a
sufficient supply of Series' shares authorized, any
increases being subject to the approval of
shareholders as may be required;

(6) before filing any further amendment to the
Registration Statement or to any Prospectus, will
furnish to the Distributor copies of the proposed
amendment and will not, at any time, whether before
or after the effective date of the Registration
Statement, file any amendment to the Registration
Statement or supplement to any Prospectus of which
the Distributor shall not previously have been
advised or to which the Distributor shall

-5-

<PAGE>

reasonably object (based upon the accuracy or
completeness thereof) in writing;

(7) will continue to make available to its stockholders
(and forward copies to the Distributor) of such
periodic, interim and any other reports as are now,
or as hereafter may be, required by the provisions of
the Investment Company Act of 1940; and

(8) will, for the purpose of computing the offering price
of Series' shares, advise the Distributor within one
hour after the close of the New York Stock Exchange
(or as soon as practicable thereafter) on each
business day upon which the New York Stock Exchange
may be open of the net asset value per share of the
Series' shares of common stock outstanding,
determined in accordance with any applicable
provisions of law and the provisions of the Articles
of Incorporation, as amended, of the Fund as of the
close of business on such business day. In the event
that prices are to be calculated more than once
daily, the Fund will promptly advise the Distributor
of the time of each calculation and the price
computed at each such time.

6. The Distributor agrees to submit to the Fund, prior to its
use, the form of all sales literature proposed to be generally
disseminated by or for the Distributor, all advertisements
proposed to be used by the Distributor, all sales literature
or advertisements prepared by or for the Distributor for such
dissemination or for use by others in connection with the sale
of the Series' shares, and the form of dealers' sales contract
the Distributor intends to use in connection with sales of the
Series' shares. The Distributor also agrees that the
Distributor will submit such sales literature and
advertisements to the NASD, SEC or other regulatory agency as
from time to time may be appropriate, considering practices
then current in the industry. The Distributor agrees not to

-6-

<PAGE>

use such form of dealers' sales contract or to use or to permit others
to use such sales literature or advertisements without the written
consent of the Fund if any regulatory agency expresses objection
thereto or if the Fund delivers to the Distributor a written objection
thereto.

7. The purchase price of each share sold hereunder shall be the offering
price per share mutually agreed upon by the parties hereto, and as
described in the Fund's Prospectuses, as amended from time to time,
determined in accordance with any applicable provision of law, the
provisions of its Articles of Incorporation and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.

8. The responsibility of the Distributor hereunder shall be
limited to the promotion of sales of Series' shares. The
Distributor shall undertake to promote such sales solely as
agent of the Fund, and shall not purchase or sell such shares
as principal. Orders for Series' shares and payment for such
orders shall be directed to the Fund's agent, Delaware Service
Company, Inc. for acceptance on behalf of the Fund. The
Distributor is not empowered to approve orders for sales of
Series' shares or accept payment for such orders. Sales of
Series' shares shall be deemed to be made when and where
accepted by Delaware Service Company, Inc. on behalf of the
Fund.

-7-

<PAGE>

9. With respect to the apportionment of costs between the Fund
and the Distributor of activities with which both are
concerned, the following will apply:

(a) The Fund and the Distributor will cooperate in preparing
the Registration Statements, the Prospectuses, the
Statement of Additional Information, and all amendments,
supplements and replacements thereto. The Fund will pay
all costs incurred in the preparation of the Fund's
Registration Statement, including typesetting, the costs
incurred in printing and mailing Prospectuses and Annual,
Semi-Annual and other financial reports to its own
shareholders and fees and expenses of counsel and
accountants.

(b) The Distributor will pay the costs incurred in printing
and mailing copies of Prospectuses to prospective
investors.

(c) The Distributor will pay advertising and promotional
expenses, including the costs of literature sent to
prospective investors.

(d) The Fund will pay the costs and fees incurred in registering
or qualifying the Series' shares with the various states and
with the SEC.

(e) The Distributor will pay the costs of any additional copies of
Fund financial and other reports and other Fund literature
supplied to the Distributor by the Fund for sales promotion
purposes.

-8-

<PAGE>

10. The Distributor may engage in other business, provided such other
business does not interfere with the performance by the Distributor of
its obligations under this Agreement.

11. The Fund agrees to indemnify, defend and hold harmless from
the assets of the Series the Distributor and each person, if
any, who controls the Distributor within the meaning of
Section 15 of the Securities Act of 1933, from and against any
and all losses, damages, or liabilities to which, jointly or
severally, the Distributor or such controlling person may
become subject, insofar as the losses, damages or liabilities
arise out of the performance of its duties hereunder except
that the Fund shall not be liable for indemnification of the
Distributor or any controlling person thereof for any
liability to the Fund or its security holders to which they
would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of their
duties under this Agreement.

12. Copies of financial reports, Registration Statements and
Prospectuses, as well as demands, notices, requests, consents,
waivers, and other communications in writing which it may be
necessary or desirable for either party to deliver or furnish
to the other will be duly delivered or furnished, if delivered
to such party at its address shown below during regular
business hours, or if sent to that party by registered mail or
by prepaid telegram filed with an office or with an agent of
Western Union or another nationally recognized telegraph

-9-

<PAGE>

service, in all cases within the time or times herein prescribed,
addressed to the recipient at 1818 Market Street, Philadelphia,
Pennsylvania 19103, or at such other address as the Fund or the
Distributor may designate in writing and furnish to the other.

13. This Agreement shall not be assigned, as that term is defined
in the Investment Company Act of 1940, by the Distributor and
shall terminate automatically in the event of its attempted
assignment by the Distributor. This Agreement shall not be
assigned by the Fund without the written consent of the
Distributor signed by its duly authorized officers and
delivered to the Fund. Except as specifically provided in the
indemnification provision contained in Paragraph 11 herein,
this Agreement and all conditions and provisions hereof are
for the sole and exclusive benefit of the parties hereto and
their legal successors and no express or implied provision of
this Agreement is intended or shall be construed to give any
person other than the parties hereto and their legal
successors any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provisions herein
contained.

14. (a) This Agreement shall remain in force for a period of two
years from the date hereof and from year to year
thereafter, but only so long as such continuance is
specifically approved at least annually by the Board of
Directors or by vote of a majority of the outstanding

-10-

<PAGE>

voting securities of the Series and only if the terms and the
renewal thereof have been approved by the vote of a majority
of the Directors of the Fund who are not parties hereto or
interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.

(b) The Distributor may terminate this Agreement on written
notice to the Fund at any time in case the effectiveness
of the Registration Statement shall be suspended, or in
case Stop Order proceedings are initiated by the SEC in
respect of the Registration Statement and such
proceedings are not withdrawn or terminated within thirty
days. The Distributor may also terminate this Agreement
at any time by giving the Fund written notice of its
intention to terminate the Agreement at the expiration of
three months from the date of delivery of such written
notice of intention to the Fund.

(c) The Fund may terminate this Agreement at any time on at
least thirty days prior written notice to the Distributor
(1) if proceedings are commenced by the Distributor or
any of its partners for the Distributor's liquidation or
dissolution or the winding up of the Distributor's
affairs; (2) if a receiver or trustee of the Distributor
or any of its property is appointed and such appointment
is not vacated within thirty days thereafter; (3) if, due
to any action by or before any court or any federal or

-11-

<PAGE>

state commission, regulatory body, or administrative agency or
other governmental body, the Distributor shall be prevented
from selling securities in the United States or because of any
action or conduct on the Distributor's part, sales of the
shares are not qualified for sale. The Fund may also terminate
this Agreement at any time upon prior written notice to the
Distributor of its intention to so terminate at the expiration
of three months from the date of the delivery of such written
notice to the Distributor.

-12-

<PAGE>

15. The validity, interpretation and construction of this
Agreement, and of each part hereof, will be governed by the
laws of the Commonwealth of Pennsylvania.

16. In the event any provision of this Agreement is determined to be void
or unenforceable, such determination shall not affect the remainder of
the Agreement, which shall continue to be in force.

DELAWARE DISTRIBUTORS, L.P.

By: DELAWARE DISTRIBUTORS, INC.,
General Partner

Attest:

By:/s/Richelle S. Maestro By:/s/David K. Downes
- ------------------------- ------------------------
Name: Richelle S. Maestro Name: David K. Downes
Title: Vice President/ Title: Executive Vice President/
Assistant Secretary Chief Operating Officer/
Chief Financial Officer

DELAWARE GROUP EQUITY FUNDS IV,
INC. for the CAPITAL APPRECIATION
FUND

Attest:

By:/s/Eric E. Miller By:/s/Wayne A, Stork
- ------------------------- ------------------------
Name: Eric E. Miller Name: Wayne A. Stork
Title: Vice President/ Title: President/Chairman/
Assistant Secretary Chief Executive Officer

-13-

<PAGE>
Exhibit 99.B8AI

As of November 29, 1996

VIA UPS OVERNIGHT
- -----------------

The Chase Manhattan Bank
4 Chase MetroTech Center
Brooklyn, New York 11245

Attention: Global Custody Division

Re: Global Custody Agreement, Effective May 1, 1996 between The Chase
Manhattan Bank and those registered investment companies (and on
behalf of certain series thereof), listed on Schedule A attached
thereto ("Agreement")

Ladies and Gentlemen:

Pursuant to the provisions of Section 1 of the Agreement, the
undersigned, on behalf of Delaware Group Equity Funds IV, Inc. (formerly,
Delaware Group DelCap Fund, Inc.) and Delaware Group Equity Funds V, Inc.
(formerly, Delaware Group Value Fund, Inc.) for the benefit of, respectively,
the Capital Appreciation Fund series and the Retirement Income Fund series
(each, a "Series") hereby appoints The Chase Manhattan Bank to provide custodial
services for each of these two Series under and in accordance with the terms of
the Agreement and accordingly, requests that the Series be added to Schedule A
to the Agreement effective November 29, 1996. Kindly acknowledge your agreement
to provide such services and to add these Series to Schedule A by signing in the
space provided below.

DELAWARE GROUP EQUITY FUNDS IV, INC.
on behalf of Capital Appreciation
Fund series

DELAWARE GROUP EQUITY FUNDS V, INC.
on behalf of Retirement Income
Fund series

By: /s/David K. Downes
-----------------------------------
David K. Downes
Its: Senior Vice President, Chief Administrative
Officer, Chief Financial Officer

AGREED:

THE CHASE MANHATTAN BANK

By: /s/Rosemary M. Stidmon
-----------------------------
Its: Vice President
-----------------------------

<PAGE>
Exhibit 99.B9A

DELAWARE GROUP EQUITY FUNDS IV, INC.
FIRST AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT

THIS AGREEMENT, made as of this 29th day of November, 1996 by and
between DELAWARE GROUP EQUITY FUNDS IV, INC. (the "Fund"), a Maryland
Corporation, for the DELCAP FUND series and the CAPITAL APPRECIATION FUND series
(collectively "the Series"), and DELAWARE SERVICE COMPANY, INC. ("DSC"), a
Delaware Corporation, each having its principal office and place of business at
1818 Market Street, Philadelphia, Pennsylvania 19103.

W I T N E S S E T H:

WHEREAS, the Investment Management Agreements between the Fund and
Delaware Management Company, Inc. provide that the Fund shall conduct its own
business and affairs and shall bear the expenses and salaries necessary and
incidental thereto including, but not in limitation of the foregoing, the costs
incurred in: the maintenance of its corporate existence; the maintenance of its
own books, records and procedures; dealing with its own shareholders; the
payment of dividends; transfers of stock, including issuance and redemption of
shares; reports and notices to stockholders; calling and holding of stockholder
meetings; miscellaneous office expenses; brokerage commissions; legal and
accounting fees; taxes; and federal and state registration fees; and
WHEREAS, the Fund and DSC desire to have a written agreement concerning
the performance of the foregoing services and providing compensation therefor;
and

<PAGE>

WHEREAS, the Fund and DSC previously entered into a Shareholder
Services Agreement dated June 29, 1988 providing for the provision of services
to the DelCap Fund series; and
WHEREAS, the Fund and DSC desire to amend and restate their Shareholder
Services Agreement dated as of June 29, 1988 to include the Fund's new series,
the Capital Appreciation Fund series.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:
I. APPOINTMENT AS AGENT
1.1 The Fund hereby appoints DSC Shareholder Services Agent for the
Series to provide as agent for the Fund services as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts such
appointment and agrees to provide the Fund, as its agent, the services described
herein.
1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.
II. DOCUMENTATION
2.1 The Fund represents that it has provided or made available to DSC
(or has given DSC an opportunity to examine) copies of, and DSC represents that
it has received from the Fund (or is otherwise familiar with), the following
documents:

<PAGE>

(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current amendments or
supplements thereto.
(b) The By-Laws of the Fund;
(c) Any resolution or other action of the Fund or the Board of
Directors of the Fund establishing or affecting the rights, privileges or other
status of each class or series of shares of the Fund, including those relating
to the Series or altering or abolishing each such class or series;
(d) A certified copy of a resolution of the Board of Directors
of the Fund appointing DSC as Shareholder Services Agent for the Series and
authorizing the execution of this Agreement;
(e) The forms of share certificates of the Series in the forms
approved by the Board of Directors of the Fund;
(f) A copy of the Fund's currently effective Prospectuses and
Statement of Additional Information under the Securities Act of 1933, if
effective;
(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;
(h) Copies of documents relating to Plans of the Fund for the
purchase, sale or repurchase of its shares, including periodic payment or
withdrawal plans, reinvestment plans or retirement plans;
(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;

<PAGE>

(j) A certified copy of any resolution of the Board of
Directors of the Fund authorizing any person to give instructions to DSC under
this Agreement (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and
(k) Any amendment, revocation or other documents altering,
adding, qualifying or repealing any document or authority called for under this
Section 2.1.
2.2 The Fund and DSC may consult as to forms or documents that may be
required in performing services hereunder.
2.3 The Fund shall provide or make available to DSC a certified copy of
any resolution of the stockholders or the Board of Directors of the Fund
providing for a dividend, capital gains distribution, distribution of capital,
stock dividend, stock split or other similar action affecting the authorization
or issuance of shares of the Series or the payment of dividends.
2.4 In the case of any recapitalization or other capital adjustment
requiring a change in the form of stock certificates or the books recording the
same, the Fund shall deliver or make available to DSC:
(a) A certified copy of any document authorizing or effecting
such change;
(b) Written instructions from an authorized officer
implementing such change; and
(c) An opinion of counsel to the Fund as to the validity of
such action, if requested by DSC.
2.5 The Fund warrants the following:

<PAGE>

(a) The Fund is, or will be, a properly registered investment
company under the Investment Company Act of 1940 and any and all Series' shares
which it issues will be properly registered and lawfully issued under applicable
federal and state laws.
(b) The provisions of this contract do not violate the terms
of any instrument by which the Fund is bound; nor do they violate any law or
regulation of any body having jurisdiction over the Fund or its property.
2.6 DSC warrants the following:
(a) DSC is and will be properly registered as a transfer agent
under the Securities Exchange Act of 1934 and is duly authorized to serve, and
may lawfully serve as such.
(b) The provisions of this contract do not violate the terms
of any instrument by which DSC is bound; nor do they violate any law or
regulation of any body having jurisdiction over DSC or its property.
III. STOCK CERTIFICATES
3.1 The Fund shall furnish or authorize DSC to obtain, at the Fund's
expense, a sufficient supply of blank stock certificates for the Series, and
from time to time will replenish such supply upon the request of DSC. The Fund
agrees to indemnify and exonerate, save and hold DSC harmless, from and against
any and all claims or demands that may be asserted against DSC concerning the
genuineness of any stock certificate supplied to DSC pursuant to this Section.
3.2 DSC shall safeguard, and shall account to the Fund, upon its demand
for, all such stock certificates: (a) as issued, showing to whom issued, or (b)
as unissued, establishing the safekeeping, cancellation or destruction thereof.

<PAGE>

3.3 The Fund shall promptly inform DSC in writing of any change in the
officers authorized to sign stock certificates or in the form thereof. If an
officer whose manual or facsimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto promptly
provide to DSC any approval, adoption or ratification as may be required by DSC.
IV. TRANSFER AGENT
4.1 As Transfer Agent for the Fund, DSC shall issue, redeem and
transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:
(a) Upon receipt of authority to issue shares, determine the
total shares to be issued and issue such shares by crediting shares to accounts
created and maintained in the registration forms provided; as applicable,
prepare, issue and deliver stock certificates.
(b) Upon proper transfer authorization, transfer shares by
debiting transferor-stockholder accounts and crediting such shares to accounts
created and/or maintained for transferee-stockholders; if applicable, issue
and/or cancel stock certificates.
(c) Upon proper redemption authorization, determine the total
shares redeemed and to be redeemed; determine the total redemption payments made
and to be made; redeem shares by debiting stockholder accounts; as applicable
receive and cancel stock certificates for shares redeemed; and remit or cause to
be remitted the redemption proceeds to stockholders.
(d) Create and maintain accounts; reconcile and control cash
due and paid, shares issued and to be issued, cash remitted and to be remitted
and shares debited and credited to accounts; provide such notices, instructions
or authorizations as the Fund may require.

<PAGE>
4.2 DSC shall not be required to issue, transfer or redeem Series'
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.
V. DIVIDEND DISBURSING AGENT
5.1 As Dividend Disbursing Agent for the Fund, DSC shall disburse and
cause to be disbursed to stockholders of each Series dividends, capital gains
distributions or any payments from other sources as directed by the Fund. In
connection therewith, but not in the limitation thereof, DSC shall:
(a) Calculate the total disbursement due and payable and the
disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.
(b) Calculate the total disbursements for each stockholder, as
aforesaid, to be disbursed in cash; prepare and mail checks therefor.
(c) Calculate the total disbursement for each stockholder of
each Series, as aforesaid, for which Series' shares are to be issued and
authorized and instruct the issuance of Series' shares therefor in accordance
with Section IV hereof.
(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by federal or state authority.
(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.

<PAGE>
5.2 DSC shall not be required to make any disbursement upon the receipt
of DSC from the Fund, or from any federal or state agency or authority, written
notice that such disbursement shall not be made.
VI. SHAREHOLDER SERVICING AGENT
6.1 As Shareholder Servicing Agent for the Fund, DSC shall provide
those services ancillary to, but in implementation of, the services provided
under Sections I through V hereof, and those generally defined and accepted as
shareholder services. In connection therewith, but not in limitation thereof,
DSC shall:
(a) Except where instructed in writing by the Fund not to do
so, and where in compliance with applicable law, accept orders on behalf of the
Fund; receive and process investments and applications; remit to the Fund or its
custodian payments for shares acquired and to be issued; and direct the issuance
of shares in accordance with Section IV hereof.
(b) Receive, record and respond to communications of
stockholders and their agents.
(c) As instructed by the Fund, prepare and mail stockholder
account information, mail Series stockholder reports and Series prospectuses.
(d) Prepare and mail proxies and material for Fund stockholder
meetings, receive and process proxies from stockholders, and deliver such
proxies as directed by the Fund.
(e) Administer investment plans offered by the Fund to
investors and stockholders of each Series, including retirement plans, including
activities not otherwise provided in Sections I through V of this Agreement.

<PAGE>

VII. PERFORMANCE OF DUTIES
7.1 The parties hereto intend that Series stockholders and their
stockholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by the
Fund.
7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or stockholders.
7.3 DSC may request or receive instructions from the Fund and may, at
the Fund's expense, consult with counsel for the Fund or its own counsel with
respect to any matter arising in connection with the performance of its duties
hereunder, and shall not be liable for any action taken or omitted by it in good
faith in accordance with such instructions or opinions of counsel.
7.4 DSC shall maintain reasonable insurance coverage for errors and
omissions and reasonable bond coverage for fraud.
7.5 Upon notice thereof to the Fund, DSC may employ others to provide
services to DSC in its performance of this Agreement.
7.6 Personnel and facilities of DSC used to perform services hereunder
may be used to perform similar services to other funds of the Delaware Group and
to others, and may be used to perform other services for the Fund, the other
funds of the Delaware Group and others.
7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the rules
and regulations thereunder. Further, the parties intend that the processes,
procedures, safeguards and controls employed

<PAGE>

should be those generally applied and accepted for the type services provided
hereunder by other institutions providing the same or similar services, and,
those which should provide efficient, safe and economical services so as to
promote promptness and accuracy and to maintain the integrity of the Fund's
records.
7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.
VIII. COMPENSATION
8.1 The Fund and DSC acknowledge that because DSC has common ownership
and close management ties with the Fund's investment advisor and the Fund's
distributor and serves the other funds of the Delaware Group (DSC having been
originally established to provide the services hereunder for the funds of the
Delaware Group), advantages and benefits to the Fund in the employment of DSC
hereunder can be available which may not generally be available to it from
others providing similar services.
8.2 The Fund and DSC further acknowledge that the compensation by the
Fund to DSC is intended to induce DSC to provide services under this Agreement
of a nature and quality which the Board of Directors of the Fund, including a
majority who are not parties to this Agreement or interested persons of the
parties hereto, has determined after due consideration to be necessary for the
conduct of the business of the Fund, in the best interests of the Fund, the
Series and their stockholders.
8.3 Compensation by the Fund to DSC hereunder shall be determined in
accordance with Schedule A hereto as it shall be amended from time to time as
provided for herein and which is incorporated herein as a part hereof.

<PAGE>
8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in Section 10.1 hereof by the Board of
Directors of the Fund at least annually and may be reviewed and approved more
frequently at the request of either party. The Board may request, and DSC shall
provide, such information as the Board may reasonably require to evaluate the
basis of and approve the compensation.
IX. STANDARD OF CARE
9.1 The Fund acknowledges that DSC shall not be liable for, and in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance herewith or in accordance with
Guidelines or instructions given hereunder, shall be borne by the Fund.
X. CONTRACTUAL STATUS
10.1 This Agreement shall be executed and become effective on the date
first written above if approved by a vote of the Board of Directors of the Fund,
including an affirmative vote of a majority of the non-interested members of the
Board, cast in person at a meeting called for the purpose of voting on such
approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or

<PAGE>
amended by agreement among the parties. Compensation under this Agreement shall
require approval by a majority vote of the Board of Directors of the Fund,
including an affirmative vote of the majority of the non-interested members of
the Board cast in person at a meeting called for the purpose of voting on such
approval.
10.2 This Agreement may not be assigned without the approval of the
Fund.
10.3 This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania.

DELAWARE SERVICE COMPANY, INC.
ATTEST:/s/ Eric E. Miller By:/s/ David K. Downes
---------------------------- ----------------------------------
Title: Eric E. Miller David K. Downes
Vice President and Senior Vice President, Chief
Assistant Secretary Administrative Officer, Chief
Financial Officer

DELAWARE GROUP EQUITY FUNDS IV, INC.

for its DELCAP FUND and
CAPITAL APPRECIATION FUND

ATTEST:/s/ Richelle S. Maestro By:/s/ Wayne A. Stork
----------------------------- ----------------------------------
Title: Richelle S. Maestro Wayne A. Stork
Vice President and Chairman, President and
Assistant Secretary Chief Executive Officer

<PAGE>

SCHEDULE A

DELAWARE GROUP EQUITY FUNDS IV, INC.

FIRST AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT

COMPENSATION SCHEDULE

1. Delaware Service Company, Inc. ("DSC") will determine and report to the
Fund, at least annually, the compensation for services to be provided to
the Fund for DSC's forthcoming fiscal year or period.

2. In determining such compensation, DSC will fix and report a fee to be
charged per account and/or transaction, as may be applicable, for services
provided. DSC will bill, and the Fund will pay, such compensation monthly.

3. For the period commencing on November 29, 1996, the charge will consist of
two charges for each Series, an annual charge and a per transaction charge
for each account on the transfer agent's records and each account on an
automated retirement processing system. These charges are as follows:

A. ANNUAL CHARGE

Daily Dividend Funds $11.00 Per Annum
Other Funds $ 5.50 Per Annum

Merrill Lynch - Omnibus Accounts

Regular Accounts $11.00 Per Annum
Accounts with a Contingent
Deferred Sales Charge $14.00 Per Annum

Networked Accounts $3.00 - 6.00 Per Annum

<PAGE>

SCHEDULE A

DELAWARE GROUP EQUITY FUNDS IV, INC.

FIRST AMENDED AND RESTATED
SHAREHOLDERS SERVICES AGREEMENT

COMPENSATION SCHEDULE

B. TRANSACTION CHARGE

Transaction Charge
----------- ------

1. Dividend Payment $0.25

2. New Account $6.00

3. Purchase:

a. Wire $8.00
b. Automated $1.50
c. Other $2.60

4. Transfer $8.00

5. Certificate Issuance $4.00

6. Liquidations

a. Wires $12.25
b. Drafts $ 0.75
c. Money Market Regular $ 4.50
d. Other Regular $ 4.50

7. Exchanges

a. Dividend Exchanges $ 3.00
b. Other $10.00

<PAGE>

AMENDMENT NO. 2 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Adviser Funds, Inc.
Corporate Income Fund
Enterprise Fund
Federal Bond Fund
New Pacific Fund
U.S. Growth Fund
World Growth Fund

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.
Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.
Delaware Fund
Devon Fund

Delaware Group Equity Funds IV, Inc.
Capital Appreciation Fund (New)
DelCap Fund

Delaware Group Equity Funds V, Inc.
Retirement Income Fund (New)
Value Fund

*Except as otherwise noted, all Portfolios included on this Schedule A are
Existing Portfolios for purposes of the compensation described on Schedule B to
that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

<PAGE>

Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund

Delaware Group Government Fund, Inc.

Delaware Group Income Funds, Inc.
Delchester Fund
Strategic Income Fund (New)

Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Premium Fund, Inc.
Capital Reserves Series
Emerging Growth Series
Equity/Income Series
Global Bond Series (New)
Growth Series
High Yield Series
International Equity Series
Money Market Series
Multiple Strategy Series
Value Series

Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Trend Fund, Inc.

<PAGE>

Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio

DMC Tax-Free Income Trust - Pennsylvania

Dated as of: November 29, 1996
-------------------

DELAWARE SERVICE COMPANY, INC.

By: /s/David K. Downes
----------------------------
David K. Downes
Senior Vice President/
Chief Administrative Officer/
Chief Financial Officer

DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.

<PAGE>

DELAWARE GROUP TREND FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA

By: /s/Wayne A. Stork
-------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

By: /s/Wayne A. Stork
---------------------------------
Wayne A. Stork
Chairman

<PAGE>
Exhibit 99.B9BII

AMENDMENT NO.3 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.

Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Income Funds, Inc.
Delchester Fund
Strategic Income Fund (New)

*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

<PAGE>

DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Value Fund, Inc.

Value Fund
Retirement Income Fund (New)

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)

Delaware Group Equity Funds IV, Inc.

DelCap Fund
Multi-Cap Equity Fund (New)

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)

Delaware Group Premium Fund, Inc.

Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series
Emerging Growth Series
Global Bond Series (New)

Delaware Group Government Fund, Inc.

<PAGE>

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: December 27, 1996

DELAWARE SERVICE COMPANY, INC.

By: /s/David K. Downes
--------------------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND,INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

By: /s/Wayne A. Stork
-------------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

By: /s/Wayne A. Stork
-------------------------------------
Wayne A. Stork
Chairman

<PAGE>
Exhibit 99.B9BIII

AMENDMENT NO. 4 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Cash Reserve, Inc.

Delaware Group Equity Funds II, Inc.

Decatur Income Fund
Decatur Total Return Fund
Blue Chip Fund (New)
Quantum Fund (New)

Delaware Group Equity Funds I, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Income Funds, Inc.

Delchester Fund
Strategic Income Fund
High-Yield Opportunities Fund (New)

<PAGE>

Group of Funds dated as of August 19, 1996 ("Agreement"). All portfolios added
to this Schedule A by amendment executed by a Company on behalf of such
Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the
Agreement. DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Equity Funds V, Inc.

Value Fund
Retirement Income Fund

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund

Delaware Group Equity Funds IV, Inc.

DelCap Fund
Capital Appreciation Fund

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio
The Defensive Equity Utility Portfolio
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio
The Global Fixed Income Portfolio
The International Fixed Income Portfolio
The High-Yield Bond Portfolio

Delaware Group Premium Fund, Inc.

Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series

<PAGE>

Emerging Growth Series
Global Bond Series

Delaware Group Government Fund, Inc.

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: FEBRUARY 24, 1997

DELAWARE SERVICE COMPANY, INC.

By: /S/ DAVID K. DOWNES
-------------------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS II,
INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND,INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

By: /S/ WAYNE A. STORK
------------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

<PAGE>

DELAWARE POOLED TRUST, INC.

By: /S/ WAYNE A. STORK
-------------------------------------
Wayne A. Stork
Chairman

<PAGE>

Consent of Ernst & Young LLP, Independent Auditors

We consent to the references to our firm under the captions
"Financial Highlights" in the Prospectuses and "Financial
Statements" in the Statement of Additional Information and to the
incorporation by reference in this Post-Effective Amendment No. 22
to the Registration Statement (Form N-1A) (No.33-442) of Delaware
Group Equity Funds IV, Inc. of our report dated November 8, 1996,
included in the 1996 Annual Report to Shareholders.

/s/Ernst & Young LLP
---------------------
Ernst & Young LLP

Philadelphia, Pennsylvania
April 24, 1997

<PAGE>

EXHIBIT A

DISTRIBUTION PLAN

DELAWARE GROUP EQUITY FUNDS IV, INC.

CAPITAL APPRECIATION FUND

CAPITAL APPRECIATION FUND A CLASS

The following Distribution Plan (the "Plan") has been adopted
pursuant to Rule l2b-l under the Investment Company Act of l940 (the "Act") by
Delaware Group Equity Funds IV, Inc. (the "Fund"), for the Capital Appreciation
Fund series (the "Series") on behalf of the Capital Appreciation Fund A Class
("Class"), which Fund, Series and Class may do business under these or such
other names as the Board of Directors of the Fund may designate from time to
time. The Plan has been approved by a majority of the Board of Directors,
including a majority of the Directors who are not interested persons of the Fund
and who have no direct or indirect financial interest in the operation of the
Plan or in any agreements related thereto ("non-interested Directors"), cast in
person at a meeting called for the purpose of voting on such Plan. Such approval
by the Directors included a determination that in the exercise of reasonable
business judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Series and shareholders of the Class.
The Plan has been approved by a majority of the outstanding voting securities of
the Class, as defined in the Act.

A-1

<PAGE>

The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and classes of
securities and is an open-end management investment company registered under the
Act. Delaware Management Company, Inc. serves as the Series' investment adviser
and manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").
The Plan provides that:
l. The Fund shall pay to the Distributor a monthly fee not to
exceed 0.3% (3/10 of l%) per annum of the Series' average daily net assets
represented by shares of the Class (the "Maximum Amount") as may be determined
by the Fund's Board of Directors from time to time. Such monthly fee shall be
reduced by the aggregate sums paid by the Fund on behalf of the Series to
persons other than broker-dealers (the "Service Providers") who may, pursuant to
servicing agreements, provide to the Series services in the Series' marketing of
shares of the Class.
2. (a) The Distributor shall use the monies paid to it
pursuant to paragraph l above to furnish, or cause or encourage others to
furnish, services and incentives in connection with the

A-2

<PAGE>

promotion, offering and sale of Class shares and, where suitable and
appropriate, the retention of Class shares by shareholders.
(b) The Service Providers shall use the monies paid
respectively to them to reimburse themselves for the actual costs
they have incurred in confirming that their customers have received the
Prospectus and Statement of Additional Information, if applicable, and as a fee
for (l) assisting such customers in maintaining proper records with the Fund,
(2) answering questions relating to their respective accounts, and (3) aiding in
maintaining the investment of their respective customers in the Class.
3. The Distributor shall report to the Fund at least monthly
on the amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Fund monthly and in writing of the amounts each
claims under the Plan; both the Distributor and the Service Providers shall
furnish the Board of Directors of the Fund with such other information as the
Board may reasonably request in connection with the payments made under the Plan
and the use thereof by the Distributor and the Service Providers, respectively,
in order to enable the Board to make an informed determination of the amount of
the Fund's payments and whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of
Directors of the Fund, for their review, on a quarterly basis, a written report
of the amounts expended under the Plan and the purposes for which such
expenditures were made.

A-3

<PAGE>

5. This Plan shall take effect at such time as the Distributor
shall notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one year
from the Commencement Date only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors of the Fund, and
of the non-interested Directors, cast in person at a meeting called for the
purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a
majority of the non-interested Directors or by vote of a majority of the
outstanding voting securities of the Class.
(b) The Plan may not be amended to increase materially the
amount to be spent for distribution pursuant to paragraph l thereof without
approval by the shareholders of the Class.
7. All material amendments to this Plan shall be approved by
the non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Directors shall be committed to the
discretion of such non-interested Directors.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42)
of the Act shall govern the meaning of "interested person(s)" and "vote of a
majority of the outstanding voting securities," respectively, for the purposes
of this Plan.

A-4

<PAGE>

This Plan shall take effect on the Commencement Date, as
previously defined.

November 29, 1996

A-5

<PAGE>

EXHIBIT B

DISTRIBUTION PLAN

DELAWARE GROUP EQUITY FUNDS IV, INC.

CAPITAL APPRECIATION FUND

CAPITAL APPRECIATION FUND B CLASS

The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Delaware
Group Equity Funds IV, Inc. (the "Fund"), for the Capital Appreciation Fund
series (the "Series") on behalf of the Capital Appreciation Fund B Class (the
"Class"), which Fund, Series and Class may do business under these or such other
names as the Board of Directors of the Fund may designate from time to time. The
Plan has been approved by a majority of the Board of Directors, including a
majority of the Directors who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related thereto ("non-interested Directors"), cast in person at a
meeting called for the purpose of voting on such Plan. Such approval by the
Directors included a determination that in the exercise of reasonable business
judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Series and shareholders of the Class.
The Plan has been approved by a vote of the holders of a majority of the
outstanding voting securities of the Class, as defined in the Act.
The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and

B-1

<PAGE>

classes of securities and is an open-end management investment company
registered under the Act. Delaware Management Company, Inc. serves as the
Series' investment adviser and manager pursuant to an Investment Management
Agreement. Delaware Service Company, Inc. serves as the Series' shareholder
servicing, dividend disbursing and transfer agent. Delaware Distributors, L.P.
(the "Distributor") is the principal underwriter and national distributor for
the Series' shares, including shares of the Class, pursuant to the Distribution
Agreement between the Distributor and he Fund on behalf of the Series
("Distribution Agreement").
The Plan provides that:
1. (a) The Fund shall pay to the Distributor a monthly fee not to
exceed 0.75% (3/4 of 1%) per annum of the Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Directors from time to time.
(b) In addition to the amounts described in (a) above, the Fund
shall pay (i) to the Distributor for payment to dealers or others, or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
Series' average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements.
2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the Class. Payments made to the Distributor under the Plan may be used for,
among other things, preparation and distribution of advertisements, sales
literature and prospectuses

B-2

<PAGE>

and reports used for sales purposes, as well as compensation related to sales
and marketing personnel, and holding special promotions. In addition, such fees
may be used to pay for advancing the commission costs to dealers with respect to
the sale of Class shares.
(b) The monies to be paid pursuant to paragraph 1(b) above shall
be used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include confirming
that customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.
3. The Distributor shall report to the Fund at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of Directors of
the Fund with such other information as the Board may reasonably request in
connection with the payments made under the Plan and the use thereof by the
Distributor and others in order to enable the Board to make an informed
determination of the amount of the Fund's payments and whether the Plan should
be continued.

B-3

<PAGE>

4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one year
from the Commencement Date only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors of the Fund, and
of the non-interested Directors, cast in person at a meeting called for the
purpose of voting on such Plan.
6. (a) The Plan may be terminated at any time by vote of a majority
of the non-interested Directors or by vote of a majority of the outstanding
voting securities of the Class.
(b) The Plan may not be amended to increase materially the
amount to be spent for distribution pursuant to paragraph 1 thereof without
approval by the shareholders of the Class.
7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.
9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested

B-4

<PAGE>

person(s)" and "vote of a majority of the outstanding voting securities,"
respectively, for the purposes of this Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.

November 29, 1996

B-5

<PAGE>

EXHIBIT C

DISTRIBUTION PLAN
DELAWARE GROUP EQUITY FUNDS IV, INC.
CAPITAL APPRECIATION FUND
CAPITAL APPRECIATION FUND C CLASS

The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by Delaware
Group Equity Funds IV, Inc. (the "Fund"), for the Capital Appreciation Fund
series (the "Series) on behalf of the Capital Appreciation Fund C Class (the
"Class"), which Fund, Series and Class may do business under these or such other
names as the Board of Directors of the Fund may designate from time to time. The
Plan has been approved by a majority of the Board of Directors, including a
majority of the Directors who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related thereto ("non-interested Directors"), cast in person at a
meeting called for the purpose of voting on such Plan. Such approval by the
Directors included a determination that in the exercise of reasonable business
judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Series and shareholders of the Class.
The Plan has been approved by a vote of the holders of a majority of the
outstanding voting securities of the Class, as defined in the Act.

C-1
<PAGE>

The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Series' investment adviser and manager
pursuant to an Investment Management Agreement. Delaware Service Company, Inc.
serves as the Series' shareholder servicing, dividend disbursing and transfer
agent. Delaware Distributors, L.P. (the "Distributor") is the principal
underwriter and national distributor for the Series' shares, including shares of
the Class, pursuant to the Distribution Agreement between the Distributor and
the Fund on behalf of the Series ("Distribution Agreement").
The Plan provides that:
1.(a) The Fund shall pay to the Distributor a monthly fee not to exceed
0.75% (3/4 of 1%) per annum of the Series' average daily net assets represented
by shares of the Class as may be determined by the Fund's Board of Directors
from time to time.
(b) In addition to the amounts described in paragraph 1(a) above, the
Fund shall pay: (i) to the Distributor for payment to dealers or others or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
Series' average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements.
2.(a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the Class. Payments made to the Distributor

C-2

<PAGE>

under the Plan may be used for, among other things, preparation and distribution
of advertisements, sales literature and prospectuses and reports used for sales
purposes, as well as compensation related to sales and marketing personnel, and
holding special promotions. In addition, such fees may be used to pay for
advancing the commission costs to dealers with respect to the sale of Class
shares.
(b) The monies to be paid pursuant to paragraph 1(b) above shall be
used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include confirming
that customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.
3. The Distributor shall report to the Fund at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of Directors of
the Fund with such other information as the Board may reasonably request in
connection with the payments made under the Plan and the use thereof by the
Distributor and others in order to enable the Board

C-3

<PAGE>

to make an informed determination of the amount of the Fund's payments and
whether the Plan should be continued.
4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one year
from the Commencement Date only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors of the Fund, and
of the non-interested Directors, cast in person at a meeting called for the
purpose of voting on such Plan.
6.(a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.
(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the shareholders of the Class.
7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.
8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.

C-4

<PAGE>

9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.
This Plan shall take effect on the Commencement Date, as previously
defined.

November 29, 1996

C-5

<PAGE>

DELAWARE GROUP CAPITAL APPRECIATION FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning NAV $8.37
Initial Shares 119.474

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

-----------------------------------------------------------------------------
1997 119.474 $0.000 0.000 119.474
-----------------------------------------------------------------------------

Ending Shares 119.474
Ending NAV x $8.05
----------------
Investment Return $961.77

Total Return Performance
------------------------
Investment Return $961.77
Less Initial Investment $1,000.00
----------------
($38.23) / $1,000.00 x 100

Total Return: -3.82%

<PAGE>
DELAWARE GROUP CAPITAL APPRECIATION FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
-----------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $8.79
Initial Shares 113.766

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- --------------------------------------------------------------------------------
1997 113.766 $0.000 0.000 113.766
- --------------------------------------------------------------------------------

Ending Shares 113.766
Ending NAV x $8.05
---------------
Investment Return $915.82

Total Return Performance
- ------------------------
Investment Return $915.82
Less Initial Investment $1,000.00
---------------
($84.18) / $1,000.00 x 100

Total Return: -8.42%

<PAGE>

DELAWARE GROUP CAPITAL APPRECIATION FUND A
TOTAL RETURN PERFORMANCE
INCEPTION
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning NAV $8.50
Initial Shares 117.647

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- --------------------------------------------------------------------------------
1997 117.647 $0.008 0.112 117.759
- --------------------------------------------------------------------------------

Ending Shares 117.759
Ending NAV x $8.05
---------------
Investment Return $947.96

Total Return Performance
- ------------------------
Investment Return $947.96
Less Initial Investment $1,000.00
---------------
($52.04) / $1,000.00 x 100

Total Return: -5.20%

<PAGE>

DELAWARE GROUP CAPITAL APPRECIATION FUND A
TOTAL RETURN PERFORMANCE
INCEPTION
-------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $8.92
Initial Shares 112.108

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

-------------------------------------------------------------------------------
1997 112.108 $0.008 0.107 112.215
-------------------------------------------------------------------------------

Ending Shares 112.215
Ending NAV x $8.05
-----------
Investment Return $903.33

Total Return Performance
- ------------------------
Investment Return $903.33
Less Initial Investment $1,000.00
-----------
($96.67) / $1,000.00 x 100

Total Return: -9.67%

<PAGE>

DELAWARE GROUP CAPITAL APPRECIATION FUND INSTITUTIONAL
TOTAL RETURN PERFORMANCE
THREE MONTHS
-------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $8.37
Initial Shares 119.474

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

-------------------------------------------------------------------------------
1997 119.474 $0.000 0.000 119.474
-------------------------------------------------------------------------------

Ending Shares 119.474
Ending NAV x $8.05
------------
Investment Return $961.77

Total Return Performance
------------------------
Investment Return $961.77
Less Initial Investment $1,000.00
------------
($38.23) / $1,000.00 x 100

Total Return: -3.82%

<PAGE>

DELAWARE GROUP CAPITAL APPRECIATION FUND INSTITUTIONAL
TOTAL RETURN PERFORMANCE
INCEPTION
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $8.50
Initial Shares 117.647

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- --------------------------------------------------------------------------------
1997 117.647 $0.008 0.112 117.759
- --------------------------------------------------------------------------------

Ending Shares 117.759
Ending NAV x $8.05
------------
Investment Return $947.96

Total Return Performance
- ------------------------
Investment Return $947.96
Less Initial Investment $1,000.00
------------
($52.04) / $1,000.00 x 100

Total Return: -5.20%

<PAGE>

APPENDIX A

List of Funds and Their Classes
---------------------------------

1. Delaware Group Delaware Fund, Inc.

Delaware Fund

Delaware Fund A Class
Delaware Fund B Class
Delaware Fund C Class
Delaware Fund Institutional Class

Devon Fund

Devon Fund A Class
Devon Fund B Class
Devon Fund C Class
Devon Fund Institutional Class

2. Delaware Group Trend Fund, Inc.

Trend Fund A Class
Trend Fund B Class
Trend Fund C Class
Trend Fund Institutional Class

3. Delaware Group Value Fund, Inc.

Value Fund A Class
Value Fund B Class
Value Fund C Class
Value Fund Institutional Class

4. Delaware Group DelCap Fund, Inc.

DelCap Fund A Class
DelCap Fund B Class
DelCap Fund C Class
DelCap Fund Institutional Class

5. Delaware Group Decatur Fund, Inc.

Decatur Income Fund

Decatur Income Fund A Class
Decatur Income Fund B Class
Decatur Income Fund C Class
Decatur Income Fund Institutional Class

<PAGE>

Decatur Total Return Fund

Decatur Total Return Fund A Class
Decatur Total Return Fund B Class
Decatur Total Return Fund C Class
Decatur Total Return Fund Institutional Class

6. Delaware Group Global & International Funds, Inc.

International Equity Series

International Equity Fund A Class
International Equity Fund B Class
International Equity Fund C Class
International Equity Fund Institutional Class

Global Bond Series

Global Bond Fund A Class
Global Bond Fund B Class
Global Bond Fund C Class
Global Bond Fund Institutional Class

Global Assets Series

Global Assets Fund A Class
Global Assets Fund B Class
Global Assets Fund C Class
Global Assets Fund Institutional Class

Emerging Markets Series (Added May 1, 1996)

Emerging Markets Fund A Class
Emerging Markets Fund B Class
Emerging Markets Fund C Class
Emerging Markets Fund Institutional Class

7. Delaware Group Income Funds, Inc.

Strategic Income Fund (Added September 30, 1996)

Strategic Income Fund A Class
Strategic Income Fund B Class
Strategic Income Fund C Class
Strategic Income Fund Institutional Class

-2-

<PAGE>

APPENDIX A

List of Funds and Their Classes
---------------------------------

1. Delaware Group Delaware Fund, Inc.

Delaware Fund

Delaware Fund A Class
Delaware Fund B Class
Delaware Fund C Class
Delaware Fund Institutional Class

Devon Fund

Devon Fund A Class
Devon Fund B Class
Devon Fund C Class
Devon Fund Institutional Class

2. Delaware Group Trend Fund, Inc.

Trend Fund A Class
Trend Fund B Class
Trend Fund C Class
Trend Fund Institutional Class

3. Delaware Group Equity Funds IV, Inc.

DelCap Fund

DelCap Fund A Class
DelCap Fund B Class
DelCap Fund C Class
DelCap Fund Institutional Class

Capital Appreciation Fund (Added November 29, 1996)

Capital Appreciation Fund A Class
Capital Appreciation Fund B Class
Capital Appreciation Fund C Class
Capital Appreciation Fund Institutional Class

4. Delaware Group Equity Funds V, Inc.

Value Fund

Value Fund A Class
Value Fund B Class
Value Fund C Class
Value Fund Institutional Class

<PAGE>

Retirement Income Fund (Added November 29, 1996)

Retirement Income Fund A Class
Retirement Income Fund B Class
Retirement Income Fund C Class
Retirement Income Fund Institutional Class

5. Delaware Group Decatur Fund, Inc.

Decatur Income Fund

Decatur Income Fund A Class
Decatur Income Fund B Class
Decatur Income Fund C Class
Decatur Income Fund Institutional Class

Decatur Total Return Fund

Decatur Total Return Fund A Class
Decatur Total Return Fund B Class
Decatur Total Return Fund C Class
Decatur Total Return Fund Institutional Class

6. Delaware Group Global & International Funds, Inc.

International Equity Series

International Equity Fund A Class
International Equity Fund B Class
International Equity Fund C Class
International Equity Fund Institutional Class

Global Bond Series

Global Bond Fund A Class
Global Bond Fund B Class
Global Bond Fund C Class
Global Bond Fund Institutional Class

Global Assets Series

Global Assets Fund A Class
Global Assets Fund B Class
Global Assets Fund C Class
Global Assets Fund Institutional Class

<PAGE>

Emerging Markets Series (Added May 1, 1996)

Emerging Markets Fund A Class
Emerging Markets Fund B Class
Emerging Markets Fund C Class
Emerging Markets Fund Institutional Class

7. Delaware Group Income Funds, Inc.

Strategic Income Fund (Added September 30, 1996)

Strategic Income Fund A Class
Strategic Income Fund B Class
Strategic Income Fund C Class
Strategic Income Fund Institutional Class

<PAGE>

APPENDIX A

(As revised February 24, 1996)

List of Funds and Their Classes
-------------------------------

1. Delaware Group Equity Funds I, Inc.

Delaware Fund

Delaware Fund A Class
Delaware Fund B Class
Delaware Fund C Class
Delaware Fund Institutional Class

Devon Fund

Devon Fund A Class
Devon Fund B Class
Devon Fund C Class
Devon Fund Institutional Class

2. Delaware Group Trend Fund, Inc.

Trend Fund A Class
Trend Fund B Class
Trend Fund C Class
Trend Fund Institutional Class

3. Delaware Group Equity Funds V, Inc.

Value Fund

Value Fund A Class
Value Fund B Class
Value Fund C Class
Value Fund Institutional Class

Retirement Income Fund (Added November 29, 1996)

Retirement Income Fund A Class
Retirement Income Fund B Class
Retirement Income Fund C Class
Retirement Income Fund Institutional Class

4. Delaware Group Equity Funds IV, Inc.

DelCap Fund

DelCap Fund A Class
DelCap Fund B Class
DelCap Fund C Class
DelCap Fund Institutional Class

<PAGE>

Capital Appreciation Fund (Added November 29, 1996)

Capital Appreciation Fund A Class
Capital Appreciation Fund B Class
Capital Appreciation Fund C Class
Capital Appreciation Fund Institutional Class

5. Delaware Group Equity Funds II, Inc.

Decatur Income Fund

Decatur Income Fund A Class
Decatur Income Fund B Class
Decatur Income Fund C Class
Decatur Income Fund Institutional Class

Decatur Total Return Fund

Decatur Total Return Fund A Class
Decatur Total Return Fund B Class
Decatur Total Return Fund C Class
Decatur Total Return Fund Institutional Class

Blue Chip Fund (Added February 24, 1997)

Blue Chip Fund A Class
Blue Chip Fund B Class
Blue Chip Fund C Class
Blue Chip Fund Institutional Class

Quantum Fund (Added February 24, 1997)

Quantum Fund A Class
Quantum Fund B Class
Quantum Fund C Class
Quantum Fund Institutional Class

6. Delaware Group Global & International Funds, Inc.

International Equity Series

International Equity Fund A Class
International Equity Fund B Class
International Equity Fund C Class
International Equity Fund Institutional Class

Global Bond Series

Global Bond Fund A Class
Global Bond Fund B Class
Global Bond Fund C Class
Global Bond Fund Institutional Class

Global Assets Series

<PAGE>

Global Assets Fund A Class
Global Assets Fund B Class
Global Assets Fund C Class
Global Assets Fund Institutional Class

Emerging Markets Series (Added May 1, 1996)

Emerging Markets Fund A Class
Emerging Markets Fund B Class
Emerging Markets Fund C Class
Emerging Markets Fund Institutional Class

7. Delaware Group Income Funds, Inc.

Strategic Income Fund (Added September 30, 1996)

Strategic Income Fund A Class
Strategic Income Fund B Class
Strategic Income Fund C Class
Strategic Income Fund Institutional Class

<ARTICLE> 6
<CIK> 0000778108
<NAME> DELAWARE GROUP EQUITY FUNDS IV, INC
<SERIES>
<NUMBER> 021
<NAME> CAPITAL APPRECIATION FUND A CLASS

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<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 2,013,592
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<RECEIVABLES> 1,252
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<OTHER-ITEMS-ASSETS> 435
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<PER-SHARE-NII> 0.016
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<PER-SHARE-DIVIDEND> 0.008
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<PER-SHARE-NAV-END> 8.050
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

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<NAME> DELAWARE GROUP EQUITY FUNDS IV, INC
<SERIES>
<NUMBER> 024
<NAME> CAPITAL APPRECIATION FUND INSTITUTIONAL CLASS

<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 2,013,592
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<RECEIVABLES> 1,252
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<OTHER-ITEMS-LIABILITIES> 5,095
<TOTAL-LIABILITIES> 5,095
<SENIOR-EQUITY> 2,362
<PAID-IN-CAPITAL-COMMON> 2,005,605
<SHARES-COMMON-STOCK> 235,520
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,969
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 248
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (109,474)
<NET-ASSETS> 1,894,998
<DIVIDEND-INCOME> 5,838
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<REALIZED-GAINS-CURRENT> 248
<APPREC-INCREASE-CURRENT> (109,474)
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<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 235,295
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 225
<NET-CHANGE-IN-ASSETS> 1,900,710
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<GROSS-ADVISORY-FEES> 4,916
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,721
<AVERAGE-NET-ASSETS> 2,006,397
<PER-SHARE-NAV-BEGIN> 8.500
<PER-SHARE-NII> 0.016
<PER-SHARE-GAIN-APPREC> (0.458)
<PER-SHARE-DIVIDEND> 0.008
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