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

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

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

File No. 33-11419
File No. 811-4997

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 18 /X/
----

AND

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

Amendment No. 18
----
DELAWARE GROUP EQUITY FUNDS V, INC.
(formerly Delaware Group Value 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 January 28, 1997.

<PAGE>

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

This Post-Effective Amendment No. 18 to Registration File No. 33-11419 includes
the following:

1. Facing Page

2. Contents Page

3. Cross-Reference Sheet

4. Part A - Prospectuses*

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: Value Fund - Value Fund A Class, Value Fund B
Class, Value Fund C Class and Value Fund Institutional Class and Retirement
Income Fund - Retirement Income Fund A Class, Retirement Income Fund B
Class, Retirement Income Fund C Class and Retirement Income Fund
Institutional Class. Shares of each Series are described in separate
prospectuses, however, they share a common Statement of Additional
Information and Part C. The Registrant's Value Fund A Class, B Class and C
Class Prospectus and Value Fund Institutional Class Prospectus, and
Retirement Income Fund A Class, B Class and C Class Prospectus and
Retirement Income Fund Institutional Class Prospectus each dated January
29, 1997 are incorporated into this filing by reference to the electronic
filing of those Prospectuses made pursuant to Rule 485(b) on January 28,
1997. The Statement of Additional Information dated January 29, 1997 for
Value Fund and Retirement Income 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 January 28, 1997.

<PAGE>

CROSS-REFERENCE SHEET*
PART A**
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------

Value Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>

1 Cover Page.............................................................. Cover Cover
Page 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
Policy; Shares; and Policy;
Other Investment Shares;Other
Policies and Risk Investment
Considerations Policies and
Risk
Considerations

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

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

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

</TABLE>

<PAGE>

CROSS-REFERENCE SHEET*
PART A**
(Continued)
<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------

Value Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>

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

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

</TABLE>

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

** The Registrant's Value Fund A Class, B Class and C Class Prospectus and
Value Fund Institutional Class Prospectus, each dated January 29, 1997,
are incorporated into this filing by reference to the electronic filing of
these Prospectuses made pursuant to Rule 485(b) on January 28, 1997.

<PAGE>
CROSS-REFERENCE SHEET*
PART A**
(Continued)

<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------

Retirement Income Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>
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
Policy; Shares; and Policy;
Other Investment Shares;
Policies and Other
Risk Considerations Investment
Policies and
Risk
Considerations

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

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

</TABLE>

<PAGE>

CROSS-REFERENCE SHEET*
PART A**
(Continued)

<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------

Retirement Income Fund
A Class/ Institutional
B Class/ Class
C Class
<S> <C> <C> <C>
7 Purchase of Securities Being Offered.................................... Cover Page; Cover Page;
How to Buy Shares; How to Buy
Calculation of Shares;
Offering Price Calculation
and Net Asset of Net Asset
Value Per Share; Value Per
Management of Share;
the Fund Management
of the Fund

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

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

</TABLE>

** The Registrant's Retirement Income Fund A Class, B Class and C Class
Prospectus dated January 29, 1997 and Retirement Income Fund Institutional
Class Prospectus dated January 29, 1997, are incorporated into this
filing by reference to the electronic filing of those Prospectuses made
pursuant to Rule 485(b) on January 28, 1997.

<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 January 29, 1997 for Value
Fund and Retirement Income 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 January 28, 1997.

<PAGE>

CROSS REFERENCE SHEET

PART C
<TABLE>
<CAPTION>

Location in
Item No. Description 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 Value Fund A Class, B Class and C Class Prospectus and Value
Fund Institutional Class Prospectus and Retirement Income Fund A Class, B Class
and C Class Prospectus and Retirement Income Fund Institutional Class
Prospectus, each dated January 29, 1997, are incorporated into this filing by
reference to the electronic filing of those Prospectuses made pursuant to Rule
485(b) on January 28, 1997. The Statement of Additional Information dated
January 29, 1997 for Value Fund and Retirement Income 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 January 28, 1997.

<PAGE>

APRIL 30, 1997

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

George H. Burwell, Vice President/Senior Portfolio Manager of Value
Fund (the "Fund"), assumed primary responsibility for making day-to-day
investment decisions for the Fund in March 1997. Mr. Burwell holds a BA from the
University of Virginia. Prior to joining the Delaware Group in 1992, Mr. Burwell
was a portfolio manager for Midlantic Bank in Edison, New Jersey, where he
managed an equity mutual fund and three commingled funds. Mr. Burwell is a CFA
charterholder.

In making investment decisions for the Fund, Mr. Burwell regularly
consults with Wayne A. Stork, Richard G. Unruh, Jr. and Andrea Giles. Mr. Stork,
Chairman of Delaware Management Company, Inc. and Delaware Group Equity Funds V,
Inc.'s ("Equity Funds V, 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. A graduate of Brown University, Mr. Unruh received his MBA from
the University of Pennsylvania's Wharton School and joined the Delaware Group in
1982 after 19 years of investment management experience with Kidder, Peabody &
Co. Inc. Mr. Unruh was named an Executive Vice President of Equity Funds V, Inc.
in 1994. He is also a member of the Board of Delaware Management Company, Inc.
and was named an Executive Vice President of the Manager in 1994. Andrea Giles,
Research Analyst for the Fund, holds a BSAD from the Massachusetts Institute of
Technology and an MBA in Finance from Columbia University. Prior to joining the
Delaware Group in 1996, she was an account officer in the Leveraged Capital
Group with Citibank.

<PAGE>

APRIL 30, 1997

RETIREMENT INCOME FUND
A CLASS/B CLASS/C CLASS

SUPPLEMENT TO PROSPECTUS DATED JANUARY 29, 1997

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 Retirement Income Fund
are derived from the unaudited financial statements of Retirement Income 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 V, Inc.'s
Statement of Additional Information

Retirement
Income 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..................................... 0.0810
Net Gains (Losses) on Securities
(both realized and unrealized)........................ 0.8520
------
Total From Investment Operations................... 0.9330
------

LESS DISTRIBUTIONS
Dividends from Net Investment Income...................... (0.0430)
Distributions from Capital Gains.......................... none
Returns of Capital........................................ none
-------
Total Distributions................................ (0.0430)
-------
Net Asset Value, End of Period............................ $9.3900
=======

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

TOTAL RETURN.............................................. 10.89%(2)(3)

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

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)................. $1
Ratio of Expenses to Average Daily Net Assets............. 1.05%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation........................... 2.46%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 4.30%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation........................... 2.89%
Portfolio Turnover Rate................................... 188%
Average Commission Rate Paid.............................. $0.060

- -------------------
(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:

George H. Burwell, Vice President/Senior Portfolio Manager of the Fund,
assumed primary responsibility for making day-to-day investment decisions for
the Fund in March 1997. Mr. Burwell holds a BA from the University of Virginia.
Prior to joining the Delaware Group in 1992, Mr. Burwell was a portfolio manager
for Midlantic Bank in Edison, New Jersey, where he managed an equity mutual fund
and three commingled funds. Mr. Burwell is a CFA charterholder.

In making investment decisions for the Fund, Mr. Burwell regularly
consults with Wayne A. Stork, Richard G. Unruh, Jr. and Andrea Giles. Mr. Stork,
Chairman of Delaware Management Company, Inc. and Equity Funds V, 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. A graduate of Brown
University, Mr. Unruh received his MBA from the University of Pennsylvania's
Wharton School and joined the Delaware Group in 1982 after 19 years of
investment management experience with Kidder, Peabody & Co. Inc. Mr. Unruh was
named an Executive Vice President of Equity Funds V, Inc. in 1994. He is also a
member of the Board of Delaware Management Company, Inc. and was named an
Executive Vice President of the Manager in 1994. Andrea Giles, Research Analyst
for Equity Funds V, Inc., holds a BSAD from the Massachusetts Institute of
Technology and an MBA in Finance from Columbia University. Prior to joining the
Delaware Group in 1996, she was an account officer in the Leveraged Capital
Group with Citibank.

<PAGE>

APRIL 30, 1997

VALUE FUND
INSTITUTIONAL CLASS

SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 29, 1996

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

<PAGE>

APRIL 30, 1997

RETIREMENT INCOME FUND
INSTITUTIONAL CLASS

SUPPLEMENT TO PROSPECTUS DATED JANUARY 29, 1997

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

FINANCIAL HIGHLIGHTS

The following unaudited financial highlights for Retirement Income
Fund are derived from the unaudited financial statements of Retirement Income
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
V, Inc.'s Statement of Additional Information.

Retirement Income
Fund
Institutional
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............................... 0.1568
Net Gains (Losses) on Securities
(both realized and unrealized).................. 0.7662
------
Total From Investment Operations............. 0.9230
------

LESS DISTRIBUTIONS
Dividends from Net Investment Income................ (0.0430)
Distributions from Capital Gains.................... none
Returns of Capital.................................. none
-------
Total Distributions.......................... (0.0430)
-------
Net Asset Value, End of Period...................... $9.3800
=======

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

TOTAL RETURN........................................ 10.89%(2)

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

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)........... $2,217
Ratio of Expenses to Average Daily Net Assets....... 0.75%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation..................... 2.16%
Ratio of Net Investment Income to Average
Daily Net Assets................................ 5.18%
Ratio of Net Investment Income to Average Daily
Net Assets Prior to Expense Limitation.......... 3.77%
Portfolio Turnover Rate............................. 188%
Average Commission Rate Paid........................ $0.060

- -----------------
(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. Burwell regularly
consults with Wayne A. Stork, Richard G. Unruh, Jr. and Andrea Giles. Mr. Stork,
Chairman of Delaware Management Company, Inc. and Equity Funds V, 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. A graduate of Brown
University, Mr. Unruh received his MBA from the University of Pennsylvania's
Wharton School and joined the Delaware Group in 1982 after 19 years of
investment management experience with Kidder, Peabody & Co. Inc. Mr. Unruh was
named an Executive Vice President of Equity Funds V, Inc. in 1994. He is also a
member of the Board of Delaware Management Company, Inc. and was named an
Executive Vice President of the Manager in 1994. Andrea Giles, Research Analyst
for Equity Funds V, Inc., holds a BSAD from the Massachusetts Institute of
Technology and an MBA in Finance from Columbia University. Prior to joining the
Delaware Group in 1996, she was an account officer in the Leveraged Capital
Group with Citibank.

<PAGE>

APRIL 30, 1997
DELAWARE GROUP EQUITY FUNDS V, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 29, 1997

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

The 30-day yield of Retirement Income Fund A Class and Retirement
Income Fund Institutional Class as of March 31, 1997 was 4.92% and 5.17%,
respectively.

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

CUMULATIVE TOTAL RETURN(1)

Retirement Retirement Retirement
Income Fund Income Fund Income Fund
A Class(2) A Class(2) Institutional
(at Offer) (at NAV) Class

3 months ended 3/31/97 0.64% 5.63% 5.39%

Period 12/2/96(3) 5.67% 10.89% 10.89%
through 3/31/97

(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 V, Inc. ("Equity Funds V, Inc.") owned less than 1% of the
outstanding shares of Class A Shares, Class B Shares, Class C Shares and
Institutional Class shares of Value Fund. As of the same date, Equity Funds V,
Inc.'s officers and directors owned less than 1% of Class A Shares, Class B
Shares, Class C Shares and Institutional Class shares of Retirement Income Fund.

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

Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Value 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 711,583 8.10%

Value 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 92,400 13.48%

Value 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 115,440 54.07%

Value Fund Amalgamated Bank of New York
Institutional Class Cust. TWU-NYC PVT Bus Lines Pension Fund
Amivest Corp. Discretionary Investment Manager
P.O. Box 370 Cooper Station
New York, NY 10276 121,819 27.96%

Value Fund RS DMC Employee Profit Sharing Plan
Institutional Class Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103 76,592 17.58%

</TABLE>

Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------
<S> <C> <C> <C>
Value Fund Amalgamated Bank of New York
Institutional Class Cust. NYC Htl Trds Cncl and
Htl Assn PN FD
Amivest Corp.
Discretionary Investment Manager
P.O. Box 370 Cooper Station
New York, NY 10276 36,695 8.42%

Value Fund Bank of New York
Institutional Class Cust. Annuity Fund of Local One IATSE
Amivest Corp.
Discretionary Investment Manager
Attn: William Biempca - Master/TR/Custody
One Wall Street - 7th Floor
New York, NY 10005 36,428 8.36%

Value Fund Amalgamated Bank of New York
Institutional Class Cust. Local 917 Pension Fund
Amivest Corp.
Discretionary Investment Manager
11-15 Union Square
New York, NY 10003 23,115 5.31%

Retirement Income Spencer J. Fleming
Fund A Class 65 Winding Way Road
Stratford, NJ 08084 105 99.05%

Retirement Income Chicago Trust Co.
Fund Institutional Class FBO Lincoln National Corp.
Employee Retirement Plan
c/o Marshall & Ilsley Trust Co.
P.O. Box 2977
Milwaukee, WI 53201 236,431 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 V, Inc. and, in its capacity as such, audits the annual financial
statements of Value Fund and Retirement Income Fund. Value 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
November 30, 1996 are included in Delaware Group Equity Funds V, Inc. - Value
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 Retirement Income Fund follows.

<PAGE>

Delaware Group Equity Funds V, Inc. - Retirement Income Fund
Statement of Net Assets
March 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Market
Number Value
of Shares (U.S. $)
-------------- ---------------
<S> <C> <C>
COMMON STOCK - 57.43%
Automobiles & Auto Parts - 2.83%
Ford Motor . . . . . . . . . . . . . 2,000 $ 62,750
---------------
62,750
---------------

Banking, Finance & Insurance - 6.39%
Mellon Bank . . . . . . . . . . . . . 1,000 72,750
* SunAmerica . . . . . . . . . . . . . 1,750 69,125
---------------
141,875
---------------

Chemicals - 3.34%
duPont (E.I.) deNemours . . . . . . . . . . . . . . 700 74,200
---------------
74,200
---------------

Energy - 3.14%
USX-Marathon Group . . . . . . . . . . . . . 2,500 69,688
---------------
69,688
---------------

Food, Beverage & Tobacco - 4.12%
Philip Morris . . . . . . . . . . . . . . 800 91,300
---------------
91,300
---------------

Miscellaneous - 3.71%
Pitney Bowes . . . . . . . . . . . . . 1,400 82,250
---------------
82,250
---------------

Real Estate - 33.90%
Arden Realty Group . . . . . . . . . . . . . 2,000 54,500
Brandywine Realty Trust . . . . . . . . . . . . . 2,000 40,500
Crescent Real Estate Equities . . . . . . . . . . . . . 3,000 80,250
Excel Realty Trust . . . . . . . . . . . . . 1,800 45,450
First Industrial Realty . . . . . . . . . . . . . 1,700 53,763
Glenborough Realty Trust . . . . . . . . . . . . . 2,500 50,000
* Golf Trust of America . . . . . . . . . . . . . 2,000 48,750
* Kilroy Realty . . . . . . . . . . . . . 1,800 47,925
Macerich . . . . . . . . . . . . . 2,500 70,000
Patriot American Hospitality . . . . . . . . . . . . . 4,000 97,000
Prentiss Properties Trust . . . . . . . . . . . . . 3,000 76,125
Starwood Lodging Trust . . . . . . . . . . . . . 2,250 87,750
---------------
752,013
---------------
Total Common Stock (cost$1,152,184) 1,274,076
---------------

CONVERTIBLE PREFERRED STOCKS - 2.77%
Cable, Media & Publishing - 1.14%
** Chancellor Radio Broadcast . . . . . . . . . . . . . . 250 25,188
---------------
25,188
---------------

Real Estate - 1.63%
** Insignia Financing conv pfd . . . . . . . . . . . . . . 800 36,200
---------------
36,200
---------------
Total Convertible Preferred Stocks (cost$68,348) 61,388
---------------

Principal
Amount
--------------
CORPORATE BONDS - 34.76%
</TABLE>

<S> <C> <C> <C>
Automobile & Auto Equipment - 4.55%
** Key Plastics sr sub nts 10.250% 03/15/07 . . . . . . . . . 25,000 25,125
** LDM Technologies sr sub nts 10.750% 01/15/07 . . . . . . . . . 25,000 25,375
** Ryder Transportation sr sub nts 10.000% 12/01/06 . . . . . . . . . 50,000 50,500
---------------
101,000
---------------

Banking, Finance & Insurance - 2.46%
** Imperial Credit Industry sr nts 9.875% 01/15/07 . . . . . . . . . 25,000 24,813
Olympic Financial Units 11.500% 03/15/07 . . . . . . . . . 30,000 29,700
---------------
54,513
---------------

Building & Materials - 3.46%
** Atrium Companies sr sub nts 10.500% 11/15/06 . . . . . . . . . 50,000 51,000
Clark Materials Handling 10.750% 11/15/06 . . . . . . . . . 25,000 25,688
---------------
76,688
---------------

Cable, Media & Publishing - 0.88%
Hollinger International Publishing 9.250% 03/15/07 . . . . . . . . . 20,000 19,600
---------------
19,600
---------------

Consumer Products - 4.64%
Rayovac sr sub nts series B 10.250% 11/01/06 . . . . . . . . . 50,000 51,625
** William Carter sr sub nts 10.375% 12/01/06 . . . . . . . . . 50,000 51,375
---------------
103,000
---------------

Electronics/Electrical Equipment - 0.90%
** Fairchild Semiconductor sr sub nts 10.125% 03/15/07 . . . . . . . . . 20,000 20,050
---------------
20,050
---------------

Food, Beverage & Tobacco - 1.16%
** CFP Holdings sr nts 11.625% 01/15/04 . . . . . . . . . 25,000 25,688
---------------
25,688
---------------

Industrial Machinery - 0.89%
** Nortek sr nts 9.250% 03/15/07 . . . . . . . . . 20,000 19,700
---------------
19,700
---------------

Leisure, Lodging & Entertainmt - 2.09%
Trump Atlantic City Association Funding 11.250% 05/01/06 . . . . . . . . . 50,000 46,375
---------------
46,375
---------------

Miscellaneous - 6.86%
** Dyncorp sr sub nts 9.500% 03/01/07 . . . . . . . . . 25,000 24,500
** Hawk sr nts 10.250% 12/01/03 . . . . . . . . . 50,000 50,813
** Loomis Fargo & Co sr sub nts 10.000% 01/15/04 . . . . . . . . . 25,000 25,531
** Motors & Gears sr nts 10.750% 11/15/06 . . . . . . . . . 50,000 51,250
---------------
152,094
---------------

Retail - 5.73%
Fleming Companies sr nts 10.625% 12/15/01 . . . . . . . . . 50,000 50,250
** Petro Stopping Centers sr nts 10.500% 02/01/07 . . . . . . . . . 25,000 24,875
Ralphs Grocery sr nts 10.450% 06/15/04 . . . . . . . . . 50,000 52,000
---------------
127,125
---------------

Textiles/Apparel - 1.14%
** GFSI sr sub nts 9.625% 03/01/07 . . . . . . . . . 25,000 25,188
---------------
25,188
---------------
Total Corporate Bonds (cost$774,502) 771,021
---------------

Convertible Bonds - 2.33%
Miscellaneous - 2.33%
</TABLE>

USA Waste Services sr nts 4.000% 02/01/02 . . . . . . . . . 50,000 51,750
---------------
Total Convertible Bonds (cost $50,000) 51,750
---------------

REPURCHASE AGREEMENTS - 4.28%
With Chase Manhattan 5.90% 4/1/97 (dated 3/31/97,
collateralized by $34,000 U.S. Treasury Notes
5.125% due 2/28/98 market value $33,946) 33,000 33,000
With Prudential Securities 6.25% 4/1/97 (dated 3/31/97,
collateralized by $32,000 U.S. Treasury Bills due
9/25/97 market value $31,518) 31,000 31,000
With PaineWebber 6.25% 4/1/97 (dated 3/31/97,
collateralized by $25,000 U.S. Treasury Notes
6.00% due 8/31/97 market value $25,445 and
$6,000 U.S. Treasury Notes 7.75% due 11/30/99
market value $6,064) 31,000 31,000
---------------
Total Repurchase Agreements (cost $95,000) 95,000
---------------

TOTAL MARKET VALUE OF SECURITIES - 101.57%
(cost $2,140,034) 2,253,235
LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (1.57%) (34,926)
---------------
NET ASSETS APPLICABLE TO 236,538 SHARES ($.01 PAR
VALUE OUTSTANDING) - 100.00% $ 2,218,309
===============

NET ASSET VALUE - RETIREMENT INCOME FUND A CLASS
($995/106 shares) $ 9.39
===============
NET ASSET VALUE - RETIREMENT INCOME FUND INSTITUTIONAL CLASS
($2,217,314/236,432 shares) $ 9.38
===============

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 Retirement
Income Fund A Class, 25,000,000 shares allocated to Retirement Income
Fund B Class, 25,000,000 shares allocated to Retirement Income Fund C
Class and 50,000,000 shares allocated
to Retirement Income Fund Institutional Class 2,011,135
Accumulated undistributed:
Net investment income 26,901
Net realized gain on investments 67,072
Net unrealized appreciation of investments 113,201
---------------
Total net assets $ 2,218,309
---------------
</TABLE>

----------------------------
* Non-income producing security for the period ended March 31, 1997
** These securities are exempt from registration under rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At March 31, 1997, these securities amounted to $557,171 or 25.12% of
net assets.

nts - notes
sr - senior
sub - subordinate
See accompanying notes

<PAGE>

DELAWARE GROUP EQUITY FUNDS V, INC. -
RETIREMENT INCOME FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED MARCH 31, 1997

INVESTMENT INCOME:
Interest $ 25,753
Dividends 16,637 $ 42,390
--------
EXPENSES:
Management fees ($5,018)
and directors' fees ($489) 5,507
Custodian fees 3,914
Professional fees 2,582
Registration fees 1,396
Reports and statements to shareholders 1,370
Dividend disbursing and transfer
agent fees and expenses 300
Accounting fees and salaries 238
Taxes, other than taxes on income 107
Other 27
-------
15,441

Expenses absorbed by Delaware Management
Company, Inc. 10,070 5,371
------- ---------
NET INVESTMENT INCOME 37,019
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain from security transactions 67,072
Net unrealized appreciation
of investments
during the period 113,201
---------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS 180,273
---------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ 217,292
=========

See accompanying notes

<PAGE>

DELAWARE GROUP EQUITY FUNDS V, INC. -
RETIREMENT INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS

12/2/96*
to
3/31/97
---------
OPERATIONS:
Net investment income $ 37,019
Net realized gain from security
transactions 67,072
Net unrealized appreciation
of investments during the period 113,201
--------
Net increase in net assets resulting
from operations 217,292
--------
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income:
Retirement Income Fund A Class -
Retirement Income Fund B Class -
Retirement Income Fund C Class -
Retirement Income Fund Institutional Class (10,118)
Net realized gain from security transactions:
Retirement Income Fund A Class -
Retirement Income Fund B Class -
Retirement Income Fund C Class -
Retirement Income Fund Institutional Class -
--------
(10,118)
--------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
Retirement Income Fund A Class 1,009
Retirement Income Fund B Class -
Retirement Income Fund C Class -
Retirement Income Fund Institutional Class 2,000,008
Netasset value of shares issued upon
reinvestment of dividends from net
investment income and net realized
gain from security transactions:
Retirement Income Fund A Class -
Retirement Income Fund B Class -
Retirement Income Fund C Class -
Retirement Income Fund Institutional Class 10,118
---------
2,011,135
---------

Cost of shares repurchased:
Retirement Income Fund A Class -
Retirement Income Fund B Class -
Retirement Income Fund C Class -
Retirement Income Fund Institutional Class -
---------
-
---------

Increase in net assets derived
from capital share transactions 2,011,135
---------
NET INCREASE IN NET ASSETS 2,218,309

NET ASSETS:
Beginning of period -
---------
End of period (including undistributed
net investment income of $26,901) $2,218,309
==========
- ------------------------------
*Date of initial public offering

See accompanying notes

<PAGE>

DELAWARE GROUP EQUITY FUNDS V, INC. -
RETIREMENT INCOME FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Retirement Retirement
Income Fund Income 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 0.0810 0.1568
Net realized and unrealized gain
from security transactions 0.8520 0.7662
------- -------
Total from investment operations 0.9330 0.9230
------- -------
Less distributions:
Dividends from net investment income (0.0430) (0.0430)
Distributions from net realized gain
on security transactions - -
------- -------
Total distributions (0.0430) (0.0430)
------- -------
Net asset value, end of period $9.3900 $9.3800
======= =======

Total return (2) 10.89% 10.89%

Ratios/supplemental data:
Net assets, end of period (000 omitted) $1 $2,217
Ratio of expenses to average net assets 1.05% 0.75%
Ratio of expenses to average net assets
prior to expense limitation 2.46% 2.16%
Ratio of net investment income to
average net assets 4.30% 5.18%
Ratio of net investment income to average
net assets prior to expense limitation 2.89% 3.77%
Portfolio turnover 188% 188%
Average commission rate paid $0.06 $0.06
</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 V, INC. -
RETIREMENT INCOME FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997

Delaware Group Equity Funds V, Inc. - Retirement Income 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 high current
income and 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 qualify as a regulated investment
company and make the requisite distributions to shareholders. Accordingly, no
provision for federal income taxes has been made in the financial statements.

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 gain (loss) 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.

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.

Certain fund expenses are paid directly by brokers. The amount of these expenses
is less than 0.01% of the Fund's average net assets.

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 0.65% 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 November 30, 1997. Total expenses absorbed by
DMC for the period ended March 31, 1997 were $10,070.

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 and transfer agent services and
accounting services $538.

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 $3,292,509
and sales of $1,314,547 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 $2,140,034 and, accordingly, net unrealized appreciation for federal income
tax purposes aggregated $113,201 of which $135,324 related to unrealized
appreciation of securities and $22,123 related to unrealized depreciation of
securities.

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

Shares sold:
Retirement Income Fund A Class 106
Retirement Income Fund B Class -
Retirement Income Fund C Class -
Retirement Income Fund Institutional Class 235,295

Shares issued upon reinvestment
of dividends from net investment
income and distributions of net realized
gain from security transactions:
Retirement Income Fund A Class -
Retirement Income Fund B Class -
Retirement Income Fund C Class -
Retirement Income Fund Institutional Class 1,137
-------
236,538
-------
Share repurchased:
Retirement Income Fund A Class -
Retirement Income Fund B Class -
Retirement Income Fund C Class -
Retirement Income Fund Institutional Class -
-------
-
-------

Net Increase 236,538
=======
- -------------------------
*Date of initial public offering.

5. CONCENTRAION OF CREDIT RISK
The Fund invests in high-yield fixed income securities which carry rating of BBB
or lower by Standard & Poors and Baa or lower by Moody's. Investments in these
higher yielding securities may be accompanied by a greater degree of risk than
high rated securities. Additionally, lower-rated securities may be more
susceptible to adverse economic and competitive industry conditions than
investment grade securities.

The Fund may invest up to 15% of its total assets in illiquid securities which
include securities with contractual restrictions on resale, securities exempt
from registration under rule 144A of the Securities Act of 1933, as amended, and
other securities which may not be readily marketable. The relative illiquidity
of some of these securities may adversely affect the Fund's ability to dispose
of such securities in a timely manner and at a fair price when it is necessary
to liquidate such securities. These securities that are exempt from registration
under rule 144A have been denoted in the Statement of Net Assets. Of these
securities, none have been determined to be illiquid.

<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 are incorporated by reference into Part B from the
Registrant's Annual Report for Value Fund for the fiscal
year ended November 30, 1996. In addition, unaudited
financial statements for Retirement Income 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 28, 1995,
incorporated into this filing by reference
to Post-Effective Amendment No. 13 filed
September 14, 1995 and Post-Effective
Amendment No. 15 filed January 29, 1996.

(b) Executed Article Fourth of Articles
Supplementary (November 27, 1996)
incorporated into this filing by reference
to Post-Effective Amendment No. 17 filed
January 28, 1997.

(c) Executed Articles of Amendment (November
27, 1996) incorporated into this filing by
reference to Post-Effective Amendment No.
17 filed January 28, 1997.

(2) By-Laws. By-Laws, as amended through September
14, 1995, incorporated into this filing by
reference to Post-Effective Amendment No. 13
filed September 14, 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, Articles of
Amendment and Articles Supplementary.

(i) Article Second of Articles
Supplementary (May 27, 1992 and
September 6, 1994) and Article
Fifth and Article Eighth of
Articles of Incorporation (January
16, 1987) incorporated into this
filing by reference to
Post-Effective Amendment No. 13
filed September 14, 1995 and
Article Third of Articles
Supplementary (November 28, 1995)
incorporated into this filing by
reference to Post-Effective
Amendment No. 15 filed January 29,
1996.

(ii) Executed Article Fourth of
Articles Supplementary (November
27, 1996) incorporated into this
filing by reference to
Post-Effective Amendment No. 17
filed January 28, 1997.

(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. 13 filed September 14, 1995.

(5) Investment Management Agreement.

(a) Investment Management Agreement between
Delaware Management Company, Inc. and
the Registrant (April 3, 1995) on
behalf of Value Fund incorporated into
this filing by reference to
Post-Effective Amendment No. 13 filed
September 14, 1995.

(b) Executed Investment Management
Agreement (November 29, 1996) between
Delaware Management Company, Inc. and
the Registrant on behalf of Retirement
Income Fund incorporated into this
filing by reference to Post-Effective
Amendment No. 17 filed January 28,
1997.

(6) (a) Distribution Agreement.

(i) Executed Distribution Agreement
between Delaware Distributors,
L.P. and the Registrant (April 3,
1995) and Amendment No. 1 to
Distribution Agreement (November
29, 1995) incorporated into this
filing by reference to
Post-Effective Amendment No. 15
filed January 29, 1996.

<PAGE>

PART C - Other Information
(Continued)

(ii) Executed Distribution Agreement
(November 29, 1996) between
Delaware Distributors, L.P. and
the Registrant on behalf of
Retirement Income Fund
incorporated into this filing by
reference to Post-Effective
Amendment No. 17 filed January 28,
1997.

(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. 15 filed January 29, 1996.

(c) Dealer's Agreement. Dealer's Agreement
(as amended November 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 15 filed
January 29, 1996.

(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. 15 filed January 29, 1996.

(7) Bonus, Profit Sharing, Pension Contracts.
Amended and Restated Profit Sharing Plan
(November 17, 1994) incorporated into this
filing by reference to Post-Effective Amendment
No. 13 filed September 14, 1995 and Amendment to
Profit Sharing Plan (December 21, 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 15 filed January
29, 1996.

(8) Custodian Agreement.

(a) Executed Custodian Agreement (May 1,
1996) between The Chase Manhattan Bank
and the Registrant on behalf of Value
Fund (Module) incorporated into this
filing by reference to Post-Effective
Amendment No. 16 filed September 13,
1996.

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

(b) Form of Securities Lending Agreement
between The Chase Manhattan Bank and
the Registrant on behalf of Value Fund
incorporated into this filing by
reference to Post-Effective Amendment
No. 16 filed September 13, 1996.

<PAGE>

PART C - Other Information
(Continued)

(c) Form of Securities Lending Agreement
(1996) between The Chase Manhattan Bank
and the Registrant on behalf of
Retirement Income Fund incorporated
into this filing by reference to
Post-Effective Amendment No. 17 filed
January 28, 1997.

(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 Value Fund and
Retirement Income Fund incorporated
into this filing by reference to
Post-Effective Amendment No. 17 filed
January 28, 1997.

(b) Executed Delaware Group of Funds Fund
Accounting Agreement (August 19, 1996)
between Delaware Service Company, Inc.
and the Registrant on behalf of Value
Fund and Retirement Income Fund
incorporated into this filing by
reference to Post-Effective Amendment
No. 17 filed January 28, 1997.

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

(10) Opinion and Consent of Counsel. Filed with
letter relating to Rule 24f-2 on January 28,
1997.

(11) Consent of Auditors. Attached as Exhibit.

(12) Inapplicable.

(13) Undertaking of Initial Shareholder. Incorporated
into this filing by reference to Pre-Effective
Amendment No. 2 filed June 17, 1987.

(14) Model Plans. Incorporated into this filing by
reference to Post-Effective Amendment No. 9
filed January 29, 1993, Post-Effective Amendment
No. 10 filed January 28, 1994 and Post-Effective
Amendment No. 13 filed September 14, 1995.

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

(a) Plan under Rule 12b-1 for Value Fund A
Class (November 29, 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 15 filed
January 29, 1996.

**Relates to Value Fund's and Retirement Income Fund's retail classes of shares
only.

<PAGE>

PART C - Other Information
(Continued)

(b) Plan under Rule 12b-1 for Value Fund B
Class (November 29, 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 15 filed
January 29, 1996.

(c) Plan under Rule 12b-1 for Value Fund C
Class (November 29, 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 15 filed
January 29, 1996.

(d) Plan under Rule 12b-1 for Retirement
Income Fund A Class (November 29, 1996)
incorporated into this filing by
reference to Post-Effective Amendment
No. 17 filed January 28, 1997.

(e) Plan under Rule 12b-1 for Retirement
Income Fund B Class (November 29, 1996)
incorporated into this filing by
reference to Post-Effective Amendment
No. 17 filed January 28, 1997.

(f) Plan under Rule 12b-1 for Retirement
Income Fund C Class (November 29, 1996)
incorporated into this filing by
reference to Post-Effective Amendment
No. 17 filed January 28, 1997.

(16) Schedules of Computation for each Performance
Quotation.

(a) Incorporated into this filing by
reference to Post-Effective Amendment
No. 13 filed September 14, 1995,
Post-Effective Amendment No. 15 filed
January 29, 1996, Post-Effective
Amendment No. 16 filed September 13,
1996 and Post-Effective Amendment No.
17 filed January 28, 1997.

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

(17) Financial Data Schedules.

(a) Incorporated into this filing by
reference to Post-Effective Amendment
No. 17 filed January 28, 1997.

(b) Financial Data Schedules for the period
ended March 31, 1997 for Retirement
Income 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. 16 filed
September 13, 1996.

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

<PAGE>

PART C - Other Information
(Continued)

(19) Other: Directors' Power of Attorney.
Incorporated into this filing by reference to
Post-Effective Amendment No. 13 filed September
14, 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 V, Inc.'s
Value Fund:

Value Fund A Class
Common Stock Par Value 13,596 Accounts as of
$.01 Per Share March 31, 1997

Value Fund B Class
Common Stock Par Value 1,341 Accounts as of
$.01 Per Share March 31, 1997

Value Fund C Class
Common Stock Par Value 216 Accounts as of
$.01 Per Share March 31, 1997

Value Fund Institutional Class
Common Stock Par Value 38 Accounts as of
$.01 Per Share March 31, 1997

Delaware Group Equity Funds V, Inc.'s
Retirement Income Fund:

Retirement Income Fund A Class
Common Stock Par Value 2 Account as of
$.01 Per Share March 31, 1997

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

<PAGE>

PART C - Other Information
(Continued)

(1) (2)

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

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

Retirement Income 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 January 23, 1987 and
Article VII of the By-Laws, as amended, incorporated into this
filing by reference to Post-Effective Amendment No. 13 filed
September 14, 1995.

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 IV, 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.

<PAGE>

PART C - Other Information
(Continued)

The following persons serving as directors or officers of
the Manager have held the following positions during the past two years:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
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

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.

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
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 Delaware
Chamberlain, Jr. 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.

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
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

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
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

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware Management
Company, Inc., the Registrant, 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.

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ -----------------------------------------------
<S> <C>
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
</TABLE>

(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

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

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

<PAGE>

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- --------------------------- ----------------------- ----------------------
<S> <C> <C>
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

Julia R. Vander Els Vice President/ None
Client Services

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- --------------------------- ----------------------- ----------------------
<S> <C> <C>
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

Thomas C. Gallagher Vice President/Wholesaler None

Douglas R. Glennon Vice President/Wholesaler None

</TABLE>

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

<PAGE>

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- --------------------------- ----------------------- ----------------------
<S> <C> <C>
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

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 V, INC.
(formerly, Delaware Group Value 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, 1997
- ---------------------------------
Wayne A. Stork

Executive Vice President/Chief Operating
Officer/Chief Financial Officer (Principal
Financial Officer and Principal Accounting
/s/David K. Downes 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

INDEX TO EXHIBITS

Exhibit No. Exhibit
- ----------- -------
<S> <C>
EX-99.B8AI Executed Amendment to Custodian Agreement (November 29, 1996) between The
Chase Manhattan Bank and the Registrant on behalf of Retirement Income Fund

EX-99.B9BI Executed Amendment No. 4 (February 24, 1997) to Delaware Group of Funds
Fund Accounting Agreement

EX-99.B11 Consent of Auditors

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

EX-27 Financial Data Schedules

EX-99.B18AI Amended Appendix A (February 24, 1997) to Plan under Rule 18f-3

</TABLE>

<PAGE>

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>

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

<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. 18 to the Registration Statement (Form N-1A) (No. 33-11419) of
Delaware Group Equity Funds V, Inc. of our report dated January 13, 1997,
included in the 1996 Annual Report to Shareholders.

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

Philadelphia, Pennsylvania
April 24, 1997

<PAGE>

DELAWARE GROUP RETIREMENT INCOME 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 $0.043 0.543 112.651
- ---------------------------------------------------------------------------

Ending Shares 112.651
Ending NAV x $9.38
----------
Investment Return $1,056.67

Total Return Performance
- ------------------------
Investment Return $1,056.67
Less Initial Investment $1,000.00
----------
$56.67 / $1,000.00 x 100

Total Return: 5.67%

<PAGE>

DELAWARE GROUP RETIREMENT INCOME 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 $0.043 0.570 118.217
- ---------------------------------------------------------------------------

Ending Shares 118.217
Ending NAV x $9.38
---------
Investment Return $1,108.88

Total Return Performance
- ------------------------
Investment Return $1,108.88
Less Initial Investment $1,000.00
---------
$ 108.88 / $1,000.00 x 100

Total Return: 10.89%

<PAGE>

DELAWARE GROUP RETIREMENT INCOME FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- ------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $9.32
Initial Shares 107.296

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- ---------------------------------------------------------------------------
1997 107.296 $0.000 0.000 107.296
- ---------------------------------------------------------------------------

Ending Shares 107.296
Ending NAV x $9.38
---------
Investment Return $1,006.44

Total Return Performance
- ------------------------
Investment Return $1,006.44
Less Initial Investment $1,000.00
---------
$6.44 / $1,000.00 x 100

Total Return: 0.64%

<PAGE>

DELAWARE GROUP RETIREMENT INCOME FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- ---------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning NAV $8.88
Initial Shares 112.613

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- ---------------------------------------------------------------------------
1997 112.613 $0.000 0.000 112.613
- ---------------------------------------------------------------------------

Ending Shares 112.613
Ending NAV x $9.38
---------
Investment Return $1,056.31

Total Return Performance
- ------------------------
Investment Return $1,056.31
Less Initial Investment $1,000.00
---------
$56.31 / $1,000.00 x 100

Total Return: 5.63%
<PAGE>

DELAWARE GROUP RETIREMENT INCOME 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 $0.043 0.568 118.215
- ---------------------------------------------------------------------------

Ending Shares 118.215
Ending NAV x $9.38
---------
Investment Return $1,108.86

Total Return Performance
- ------------------------
Investment Return $1,108.86
Less Initial Investment $1,000.00
---------
$108.86 / $1,000.00 x 100

Total Return: 10.89%

<PAGE>

DELAWARE GROUP RETIREMENT INCOME FUND INSTITUTIONAL
TOTAL RETURN PERFORMANCE
THREE MONTHS
- ----------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $8.90
Initial Shares 112.360

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- ---------------------------------------------------------------------------
1997 112.360 $0.000 0.000 112.360
- ---------------------------------------------------------------------------

Ending Shares 112.360
Ending NAV x $9.38
---------
Investment Return $1,053.94

Total Return Performance
- ------------------------
Investment Return $1,053.94
Less Initial Investment $1,000.00
---------
$53.94 / $1,000.00 x 100

Total Return: 5.39%

<PAGE>
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)

*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

<PAGE>

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
Emerging Growth Series
Global Bond Series

<PAGE>

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

DELAWARE POOLED TRUST, INC.

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

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