DELAWARE GROUP EQUITY FUNDS V INC, 497, 2000-02-04

DELAWARE GROUP EQUITY FUNDS V INC
497, 2000-02-04

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<PAGE>

DELAWARE(SM)
INVESTMENTS
-----------
Philadelphia * London

Delaware Small Cap Contrarian Fund

Class A * Class B * Class C

Prospectus

January 31, 2000

Growth of Capital Fund

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

<PAGE>

Table of contents

Fund profile page
Delaware Small Cap Contrarian Fund

How we manage the Fund page
Our investment strategies
The securities we typically invest in
The risks of investing in the Fund

Who manages the Fund page
Investment manager
Portfolio managers
Fund administration (Who's who)

About your account page
Investing in the Fund
Choosing a share class
How to reduce your sales charge
How to buy shares
Retirement plans
How to redeem shares
Account minimums
Special services
Exchanges
Dividends, distributions and taxes

Certain management considerations page

Financial highlights page

Glossary page

<PAGE>

Profile: Delaware Small Cap Contrarian Fund

What is the Fund's goal?
Delaware Small Cap Contrarian Fund seeks long-term capital appreciation.
Although the Fund will strive to meet its goal, there is no assurance that it
will.

What are the Fund's main investment strategies?
We invest primarily in stocks of small companies whose stock prices appear low
relative to their underlying value or future potential. Among other factors, we
consider the financial strength of a company, its management, the prospects for
its industry and any anticipated changes within the company that might suggest a
more favorable outlook going forward.

What are the main risks of investing in the Fund?
Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. The price of Fund shares will increase and
decrease according to changes in the value of the Fund's investments. This Fund
will be affected by declines in stock prices. The companies that the Fund
invests in may involve greater risk due to their size, narrow product lines and
limited financial resources. In addition, the Fund may have large investments in
particular industries at any given time (although never more than 25% of its
assets at the time of purchase), a strategy that may increase volatility. For a
more complete discussion of risk, please turn to page __.

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

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

Who should invest in the Fund
o Investors with long-term financial goals.
o Investors seeking an investment primarily in common stocks.
o Investors seeking exposure to the capital appreciation opportunities of small
companies.

Who should not invest in the Fund
o Investors with short-term financial goals.
o Investors whose primary goal is current income.
o Investors who are unwilling to accept share prices that may fluctuate,
sometimes significantly over the short term.

<PAGE>
What are the Fund's fees and expenses?
Sales charges are fees paid directly from your investments when you buy or sell
shares of the Fund.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
CLASS A B C
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum sales charge (load) imposed on
purchases as a percentage of offering price 5.75% none none
- ------------------------------------------------------------------------------------------------
Maximum contingent deferred sales charge (load)
as a percentage of original purchase price or
redemption price, whichever is lower none(1) 5%(2) 1%(3)
- ------------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on
reinvested dividends none none none
- ------------------------------------------------------------------------------------------------
Redemption fees none none none
- ------------------------------------------------------------------------------------------------
</TABLE>
Annual fund operating expenses are deducted from the Fund's assets.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees 0.75% 0.75% 0.75%
- ------------------------------------------------------------------------------------------------
Distribution and service (12b-1) fees(4) 0.30% 1.00% 1.00%
- ------------------------------------------------------------------------------------------------
Other expenses 1.09% 1.09% 1.09%
- ------------------------------------------------------------------------------------------------
Total operating expenses(5) 2.14% 2.84% 2.84%
- ------------------------------------------------------------------------------------------------
</TABLE>

This example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds with similar investment
objectives. We show the cumulative amount of Fund expenses on a hypothetical
investment of $10,000 with an annual 5% return over the time shown.(6) This is
an example only, and does not represent future expenses, which may be greater or
less than those shown here.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
CLASS(7) A B B C C
(if redeemed) (if redeemed)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 year $780 $287 $787 $287 $387
- ------------------------------------------------------------------------------------------------
3 years $1,206 $880 $1,180 $880 $880
- ------------------------------------------------------------------------------------------------
5 years $1,658 $1,499 $1,699 $1,499 $1,499
- ------------------------------------------------------------------------------------------------
10 years $2,905 $3,000 $3,000 $3,166 $3,166
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial adviser who is
paid a commission, a contingent deferred sales charge will be imposed on
redemptions made within two years of purchase. Additional Class A purchase
options that involve a contingent deferred sales charge may be permitted
from time to time and will be disclosed in the prospectus if they are
available.
(2) If you redeem Class B shares during the first year after you buy them, you
will pay a contingent deferred sales charge of 5%, which declines to 4%
during the second year, 3% during the third and fourth years, 2% during the
fifth year, 1% during the sixth year, and 0% thereafter.
(3) Class C shares redeemed within one year of purchase are subject to a 1%
contingent deferred sales charge.
(4) The Class A shares are subject to a 12b-1 fee of 0.30% of average daily net
assets and Class B and C shares are each subject to a 12b-1 fee of 1.00% of
average daily net assets. The distributor has agreed to waive these 12b-1
fees through May 31, 2000.
(5) The investment manager has agreed to waive fees and pay expenses from the
commencement of the Fund's operations through May 31, 2000 in order to
prevent total operating expenses (excluding any taxes, interest, brokerage
fees, extraordinary expenses and 12b-1 fees) from exceeding 0.75% of
average daily net assets. The fees and expenses shown in the table above do
not reflect the voluntary expense caps by the manager and by the
distributor noted in footnote 4. The following table shows operating
expenses which are based on the most recently completed fiscal year and
reflect the manager's and distributor's current fee waivers and payments. 5
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Fund operating expenses including voluntary expense caps in effect until May 31, 2000

CLASS A B C
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management fees 0.00% 0.00% 0.00%
- -----------------------------------------------------------------------------------------------------
Distribution and service (12b-1) fees 0.00% 0.00% 0.00%
- -----------------------------------------------------------------------------------------------------
Other expenses 0.75% 0.75% 0.75%
- -----------------------------------------------------------------------------------------------------
Total operating expenses 0.75% 0.75% 0.75%
- -----------------------------------------------------------------------------------------------------
</TABLE>
(6) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. Also, this example assumes that the
Fund's total operating expenses remain unchanged in each of the periods we
show. This example does not reflect the voluntary expense caps described in
footnotes 4 and 5.
(7) The Class B example reflects the conversion of Class B shares to Class A
shares after approximately eight years. Information for the ninth and tenth
years reflects expenses of the Class A shares..

6
<PAGE>

How we manage the Fund

Our investment strategies

We research individual companies and analyze economic and market conditions,
seeking to identify the securities or market sectors that we believe are the
best investments for the Fund. Following is a description of how the portfolio
managers pursue the Fund's investment goal.

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

We strive to identify small-companies that we believe offer above-average
opportunities for long-term price appreciation because their current stock price
does not appear to accurately reflect the companies' underlying value or future
earning potential.

Under normal conditions, at least 65% of the Fund's net assets will be invested
in the common stock of small cap companies, those having a market capitalization
generally less than $1.5 billion. Our focus will be on value stocks, defined as
stocks whose price is historically low when compared with a given financial
measure such as profits, book value or cashflow.

Companies may be undervalued for many reasons. They may be unknown to stock
analysts, they may have experienced poor earnings or their industry may be in
the midst of a period of weak growth.

We will use a selection model which we developed ourselves, to help identify
companies that meet our investment guidelines. Our initial search will focus on
several key characteristics including price-to-sales ratio, price-to-cash flow
ratio and price-to-earnings ratio.

We will then carefully evaluate the financial strength of the company, the
nature of its management, any developments affecting the company or its
industry, anticipated new products or services, possible management changes,
projected takeovers or technological breakthroughs. Using this extensive
analysis, our goal is to pinpoint the companies within the universe of
undervalued stocks, whose true value is likely to be recognized and rewarded
with a rising stock price in the future.

Because there is added risk when investing in smaller companies, which may still
be in their early developmental stages, we maintain a well-diversified
portfolio, typically holding a mix of different stocks, representing a wide
array of industries.

The Fund's investment objective is non-fundamental. This means that the Board of
Trustees may change the objective without obtaining shareholder approval. If the
objective were changed, we would notify shareholders before the change in the
objective became effective.

<PAGE>

The securities we typically invest in
Stocks offer investors the potential for capital appreciation, and may pay
dividends as well.

- ------------------------------------------------------------------------------------------------------------------------------------
American Depositary Receipts (ADRs): Securities of foreign The Fund may hold an unlimited amount of ADRs that are
entities issued through a U.S. bank representing the bank's actively traded in the U.S. when we believe they offer
holdings of a stated number of shares of a foreign corporation. greater value and greater appreciation potential than
An ADR entitles the holder to all dividends and capital gains U.S. securities.
earned by the underlying foreign shares. ADRs are bought and
sold the same as U.S. securities.

- ------------------------------------------------------------------------------------------------------------------------------------
Repurchase agreements: An agreement between a buyer, such as Typically, we use repurchase agreements as a short-term
the Fund, and a seller of securities in which the seller investment for a Fund's cash position. In order to enter
agrees to buy the securities back within a specified time at the into these repurchase agreements, the Fund must have
same price the buyer paid for them, plus an amount equal to an collateral of at least 102% of the repurchase price.
agreed upon interest rate. Repurchase agreements are often Repurchase agreements with maturities of over seven days
viewed as equivalent to cash. will be considered illiquid. The Fund will only enter
into repurchase agreements in which the collateral is
composed of U.S. government securities.

- ------------------------------------------------------------------------------------------------------------------------------------
Restricted securities: Privately placed securities whose resale We may invest in privately placed securities that are
is restricted under securities law. eligible for resale only among certain institutional
buyers without registration, including Rule 144A Securities.
Restricted securities that are determined to be illiquid
may not exceed the Fund's 15% limit on illiquid securities
which is described below.

- ------------------------------------------------------------------------------------------------------------------------------------
Illiquid securities: Securities that do not have a ready market, We may invest up to 15% of net assets in illiquid
and cannot be easily sold within seven days at approximately the securities.
price that the Fund has valued them.

- ------------------------------------------------------------------------------------------------------------------------------------
Options represent a right to buy or sell a security at an agreed The Fund may write call options and purchase put options
upon price at a future date. The purchaser of an option may or on a covered basis only, and will not engage in option
may not choose to go through with the transaction. writing strategies for speculative purposes.
Certain options may be considered to be derivative securities.

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

The Fund may also invest in other securities including convertible securities,
warrants, preferred stocks, and bonds. Please see the Statement of Additional
Information for additional descriptions and risk information on these securities
as well as those listed in the table above. You can find additional information
about the investments in the Fund's portfolio in the annual or semi-annual
shareholder report.

8
<PAGE>

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

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

Portfolio turnover
We anticipate that the Fund's annual portfolio turnover will be less than 100%.
A turnover rate of 100% would occur if a Fund sold and replaced securities
valued at 100% of its net assets within one year.

Borrowing from banks
The Fund may borrow money as a temporary measure for extraordinary purposes or
to facilitate redemptions. Borrowing money could result in the Fund being unable
to meet its investment objective.

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Market risk is the risk that all or a majority We maintain a long-term investment approach and focus on stocks we believe can
of the securities in a certain market -- like appreciate over an extended time frame regardless of interim market fluctuations.
the stock or bond market -- will decline in We do not try to predict overall stock market movements and generally do not
value because of factors such as economic trade for short-term purposes.
conditions, future expectations or investor
confidence. We may hold a substantial part of the Fund's assets in cash or cash equivalents
as a temporary, defensive strategy.

- ------------------------------------------------------------------------------------------------------------------------------------
Industry and security risk is the risk that the We follow a rigorous selection process before choosing securities and
value of securities in a particular industry or continuously monitor them while they remain in the portfolio.
the value of an individual stock or bond will
decline because of changing expectations for The Fund is a diversified portfolio with investments in companies representing
the performance of that industry or for the many different industries. We do not make additional investments in a stock if
individual company issuing the stock. that stock represents 5% of net assets, nor in an industry if that industry
represents 25% of net assets. However, it is likely that our holdings will be
more concentrated in certain industries if the industry as a whole has strong
value characteristics. This could increase volatility.

- ------------------------------------------------------------------------------------------------------------------------------------
Small company risk is the risk that prices of The Fund maintains a well-diversified portfolio, selects stocks carefully and
smaller companies may be more volatile than monitors them continuously. And, because we focus on stocks that are already
larger companies because of limited financial selling at relatively low prices, we believe we may experience less price
resources or dependence on narrow product lines. volatility than small cap funds that do not use a value-oriented strategy.

- ------------------------------------------------------------------------------------------------------------------------------------
Interest rate risk is the risk that securities We analyze each company's financial situation and its cashflow to determine the
will decrease in value if interest rates rise. company's ability to finance future expansion and operations. The potential
The risk is generally associated with bonds; affect that rising interest rates might have on a stock is taken into
however, because smaller companies often borrow consideration before the stock is purchased.
money to finance their operations, they may be
adversely affected by rising interest rates.

- ------------------------------------------------------------------------------------------------------------------------------------
Foreign risk is the risk that foreign We typically invest only a small portion of the Fund's portfolio in foreign
securities may be adversely affected by securities. When we do purchase foreign securities, they are often denominated
political instability, changes in currency in U.S. dollars. To the extent we invest in foreign securities, we invest
exchange rates, foreign economic conditions or primarily in issuers of developed countries, which are less likely to encounter
inadequate regulatory and accounting standards. these foreign risks than issuers in developing countries. The Fund may use
hedging techniques to help offset potential foreign currency losses.

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

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

10
<PAGE>

Who manages the Fund

Investment manager

The Fund is managed by Delaware Management Company, a series of Delaware
Management Business Trust which is an indirect, wholly owned subsidiary of
Delaware Management Holdings, Inc. Delaware Management Company makes investment
decisions for the Fund, manages the Fund's business affairs and provides daily
administrative services. For these services, the manager will be paid the
following fee as a percentage of average daily net assets:

0.75% on the first $500 million;
0.70% on the next $500 million;
0.65% on the next $1,500 million; and
0.60% on assets in excess of $2,500 million.

Portfolio managers

Andrea Giles, Vice President/Portfolio Manager, has had primary responsibility
for making day-to-day investment decisions for the Fund since January 2000. She
holds a BSAD from the Massachusetts Institute of Technology and an MBA in
Finance from Columbia University. Prior to joining Delaware Investments in 1996,
she was an account officer in the Leveraged Capital Group with Citibank. When
making investment decisions for the Fund, Ms. Giles consults with Christopher S.
Beck.

Christopher S. Beck, Vice President/Senior Portfolio Manager, has been in the
investment business for 19 years, starting with Wilmington Trust in 1981. Later,
he became Director of Research at Cypress Capital Management in Wilmington and
Chief Investment Officer of the University of Delaware Endowment Fund. Prior to
joining Delaware Investments in May 1997, he managed the Small Cap Fund for two
years at Pitcairn Trust Company. He holds a BS from the University of Delaware,
an MBA from Lehigh University and is a CFA charterholder.

11
<PAGE>

Who's who?
This diagram shows the various organizations involved with managing,
administering, and servicing the Delaware Investments funds.

<TABLE>
<CAPTION>
Board of Trustees

<S> <C> <C>
Investment manager The Fund Custodian
Delaware Management Company The Chase Manhattan Bank
One Commerce Square 4 Chase Metrotech Center
Philadelphia, PA 19103 Brooklyn, NY 11245

Portfolio managers Distributor Service agent
(see page __ for details) Delaware Distributors, L.P. Delaware Service Company, Inc.
1818 Market Street 1818 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19103

Financial advisers

Shareholders
</TABLE>

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

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

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

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

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

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

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

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

12
<PAGE>

About your account

Investing in the Fund

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

Choosing a share class

CLASS A
o Class A shares have an up-front sales charge of up to 5.75% that you pay when
you buy the shares. The offering price for Class A shares includes the
front-end sales charge.

o If you invest $50,000 or more, your front-end sales charge will be reduced.

o You may qualify for other reduced sales charges, as described in "How to
reduce your sales charge," and under certain circumstances the sales charge
may be waived; please see the Statement of Additional Information.

o Absent 12b-1 fee waivers, Class A shares are also subject to an annual 12b-1
fee no greater than 0.30% of average daily net assets, which is lower than the
12b-1 fee for Class B and Class C shares.

o Class A shares generally are not subject to a contingent deferred sales charge
except in the limited circumstances described in the table below.

Class A Sales Charges

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Amount of purchase Sales charge Sales charge as % of amount Dealer's commission as %
as % invested of offering price
of offering price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$50,000 but under $100,000 4.75% 4.99% 4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$100,000 but under $250,000 3.75% 3.90% 3.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$250,000 but under $500,000 2.50% 2.56% 2.00%
- ------------------------------------------------------------------------------------------------------------------------------------
$500,000 but under $1 million 2.00% 2.04% 1.60%
- ------------------------------------------------------------------------------------------------------------------------------------
As shown below, there is no front-end sales charge when you purchase $1 million or more of Class A shares. However, if your
financial adviser is paid a commission on your purchase, you will have to pay a limited contingent deferred sales charge of 1% if
you redeem these shares within the first year and 0.50% if you redeem them within the second year unless a specific waiver of
the charge applies.
- ------------------------------------------------------------------------------------------------------------------------------------
Amount of purchase Sales charge as % Sales charge as % Dealer's commission as %
of offering price of amount invested of offering price
- ------------------------------------------------------------------------------------------------------------------------------------

$1,000,000 up to $5 million none none 1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Next $20 million
Up to $25 million none none 0.50%
- ------------------------------------------------------------------------------------------------------------------------------------

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

<PAGE>

CLASS B
o Class B shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent deferred
sales charge if you redeem your shares within six years after you buy them.

o If you redeem Class B shares during the first year after you buy them, the
shares will be subject to a contingent deferred sales charge of 5%. The
contingent deferred sales charge is 4% during the second year, 3% during the
third and fourth years, 2% during the fifth year, 1% during the sixth year,
and 0% thereafter.

o Under certain circumstances the contingent deferred sales charge may be
waived; please see the Statement of Additional Information.

o For approximately eight years after you buy your Class B shares, absent 12b-1
fee waivers, they are subject to annual 12b-1 fees no greater than 1% of
average daily net assets, of which 0.25% are service fees paid to the
distributor, dealers or others for providing services and maintaining
accounts.

o Because of the higher 12b-1 fees, Class B shares have higher expenses and any
dividends paid on these shares are lower than dividends on Class A shares.

o Approximately eight years after you buy them, Class B shares automatically
convert into Class A shares with a 12b-1 fee of no more than 0.30%, which is
currently being waived. Conversion may occur as late as three months after the
eighth anniversary of purchase, during which time Class B's higher 12b-1 fees
apply.

o You may purchase up to $250,000 of Class B shares at any one time. The
limitation on maximum purchases varies for retirement plans.

CLASS C
o Class C shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent deferred
sales charge of 1% if you redeem your shares within 12 months after you buy
them.

o Under certain circumstances the contingent deferred sales charge may be
waived; please see the Statement of Additional Information.

o Absent 12b-1 fee waivers, Class C shares are subject to an annual 12b-1 fee
which may not be greater than 1% of average daily net assets, of which 0.25%
are service fees paid to the distributor, dealers or others for providing
services and maintaining shareholder accounts.

o Because of the higher 12b-1 fees, Class C shares have higher expenses and pay
lower dividends than Class A shares.

o Unlike Class B shares, Class C shares do not automatically convert into
another class.

o You may purchase any amount less than $1,000,000 of Class C shares at any one
time. The limitation on maximum purchases varies for retirement plans.

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

14
<PAGE>

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

- ------------------------------------------------------------------------------------------------------------------------------------
Program How it works Share class
A B C
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Letter of Intent Through a Letter of Intent you agree to X Although the Letter of Intent and
invest a certain amount in Delaware Rights of Accumulation do not apply
Investment Funds (except money market to the purchase of Class B and C
funds with no sales charge) over a shares, you can combine your purchase
13-month period to qualify for reduced of Class A shares with your purchase
front-end sales charges. of Class B and C shares to fulfill
- ---------------------------------------------------------------------------- your Letter of Intent or qualify for
Rights of Accumulation You can combine your holdings or X Rights of Accumulation.
purchases of all funds in the Delaware
Investments family (except money market
funds with no sales charge) as well as
the holdings and purchases of your
spouse and children under 21 to qualify
for reduced front-end sales charges.
- ------------------------------------------------------------------------------------------------------------------------------------

Reinvestment of Up to 12 months after you redeem shares, For Class A, For Class B, your Not
redeemed shares you can reinvest the proceeds with no you will not account will be available
additional sales charge. have to pay an credited with the
additional contingent
front-end deferred sales
sales charge. charge you
previously
paid on the
amount you are
reinvesting.
Your schedule
for contingent
deferred sales
charges and
conversion
to Class A will
not start over
again; it will
pick up from
the point at
which you
redeemed your
shares.
- ------------------------------------------------------------------------------------------------------------------------------------
SIMPLE IRA, SEP IRA, These investment plans may qualify for X There is no reduction in sales
SARSEP, Prototype reduced sales charges by combining the charges for Class B or Class C shares
Profit Sharing, purchases of all members of the group. for group purchases by retirement
Pension, 401(k), Members of these groups may also qualify plans.
SIMPLE 401(k), to purchase shares without a front-end
403(b)(7), and 457 sales charge and a waiver of any
Retirement Plans contingent deferred sales charges.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

How to buy shares

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

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

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

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

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

<PAGE>

About your account (continued)

How to buy shares (continued)

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

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

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

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

<PAGE>

How to redeem shares

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

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

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

By wire

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

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

<PAGE>

About your account (continued)

How to redeem shares (continued)

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

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

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

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

<PAGE>

About your account (continued)

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

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

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

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

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

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

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

Tax laws are subject to change, so we urge you to consult your tax adviser about
your particular tax situation and how it might be affected by current tax law.
The tax status of your dividends from the Fund is the same whether you reinvest
your dividends or receive them in cash. Distributions from the Fund's long-term
capital gains are taxable as capital gains, while distributions from short-term
capital gains and net investment income are generally taxable as ordinary
income. Any capital gains may be taxable at different rates depending on the
length of time the Fund held the assets. In addition, you may be subject to
state and local taxes on distributions. We will send you a statement each year
by January 31 detailing the amount and nature of all dividends and capital gains
that you were paid for the prior year.

<PAGE>

Certain management considerations

Year 2000

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

<PAGE>

Financial highlights

Class A shares were initially offered on December 29, 1998. On March 16, 1999,
the A Class sold shares which were subsequently repurchased, leaving a balance
of 1 share, which is the initial seed purchase, as of November 30, 1999. This
shareholder data is not being disclosed because the data is not believed to be
meaningful. Financial highlights are not shown for Class B and Class C shares
because these shares were not operating as of the close of the fiscal year.

22
<PAGE>
Glossary

How to use this glossary

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

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

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

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

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

Capital
The amount of money you invest.

Capital appreciation
An increase in the value of an investment.

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

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

Compounding
Earnings on an investment's previous earnings.

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

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

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

Depreciation
A decline in an investment's value.

23
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

Nationally recognized statistical rating organization (NRSRO)
A company that assesses the credit quality of bonds, commercial paper, preferred
and common stocks and municipal short-term issues, rating the probability that
the issuer of the debt will meet the scheduled interest payments and repay the
principal. Ratings are published by such companies as Moody's Investors Service,
Inc. (Moody's), Standard & Poor's Ratings Group (S&P), Duff & Phelps, Inc.
(Duff), and Fitch IBCA, Inc. (Fitch).
24

<PAGE>

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

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

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

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

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

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

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

Russell 2000 Index
Russell 2000 Index, an unmanaged index that measures the performance of the 2000
smallest companies in the Russell 3000 Index.

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

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

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

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

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

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

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

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

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

25
<PAGE>

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

26
<PAGE>

Delaware Small Cap Contrarian Fund

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

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

Web site

www.delawareinvestments.com
- ---------------------------

E-mail

[email protected]

Shareholder Service Center

800.523.1918

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

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

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

Delaphone Service

800.362.FUND (800.362.3863)

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

Investment Company Act file number: 811-4997

- ----------------------------------------------------------------------------
Delaware Small Cap Contrarian Fund Symbol CUSIP
- ----------------------------------------------------------------------------
Class A 24610B883
- ----------------------------------------------------------------------------

DELAWARE(SM)
INVESTMENTS
-----------
Philadelphia * London

P-002[--] PP 1/00

<PAGE>

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

Delaware Small Cap Contrarian Fund

Institutional Class

Prospectus
January 31, 2000

Growth of Capital Fund

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

<PAGE>

Table of contents

Fund profile page
Delaware Small Cap Contrarian Fund

How we manage the Fund page
Our investment strategies
The securities we typically invest in
The risks of investing in the Fund

Who manages the Fund page
Investment manager
Portfolio managers
Fund administration (Who's who)

About your account page
Investing in the Fund
How to buy shares
How to redeem shares
Account minimum
Exchanges
Dividends, distributions and taxes

Certain management considerations page

Financial highlights page

Glossary page

2
<PAGE>

Profile: Delaware Small Cap Contrarian Fund

What is the Fund's goal?
Delaware Small Cap Contrarian Fund seeks long-term capital appreciation.
Although the Fund will strive to meet its goal, there is no assurance that it
will.

What are the Fund's main investment strategies?

We invest primarily in stocks of small companies whose stock prices appear low
relative to their underlying value or future potential. Among other factors, we
consider the financial strength of a company, its management, the prospects for
its industry and any anticipated changes within the company that might suggest a
more favorable outlook going forward.

What are the main risks of investing in the Fund?

Investing in any mutual fund involves risk, including the risk that you may lose
part or all of the money you invest. The price of Fund shares will increase and
decrease according to changes in the value of the Fund's investments. This Fund
will be affected by declines in stock prices. The companies that the Fund
invests in may involve greater risk due to their size, narrow product lines and
limited financial resources. In addition, the Fund may have large investments in
particular industries at any given time (although never more than 25% of its
assets at the time of purchase), a strategy that may increase volatility. For a
more complete discussion of risk, please turn to page __.

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

3
<PAGE>

How has the Fund performed?

This bar chart and table can help you evaluate the potential risks of investing
in the Fund. We show the return for the Fund's Institutional Class shares for
the past calendar year as well as the average annual return of these shares for
the one-year and lifetime periods. The Fund's past performance does not
necessarily indicate how it will perform in the future. The returns reflect
expense caps and would be lower without the caps.

[GRAPHIC OMITTED: BAR CHART SHOWING TOTAL RETURN (INSTITUTIONAL CLASS)]

Total return

- ---------------
1999
- ---------------
8.24%
- ---------------

During the period illustrated in this bar chart, the Institutional Class'
highest quarterly return was 20.69% for the quarter ended June 30, 1999 and its
lowest quarterly return was -10.51% for the quarter ended September 30, 1999.

Average annual return for the period ending 12/31/99

Institutional Class Russell 2000 Index
(Inception 12/29/98)

1 year 8.24% 21.26%
Lifetime 12.72% 21.26%

The Fund's returns are compared to the performance of the Russell 2000 Index.
You should remember that unlike the Fund, the index is unmanaged and doesn't
include the costs of operating a mutual fund, such as the costs of buying,
selling and holding the securities.

4
<PAGE>
What are the Fund's fees and expenses?
You do not pay sales charges directly from your investments when you buy or sell
shares of the Institutional Class.

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

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

-----------------------------------------------------------------
Management fees 0.75%
-----------------------------------------------------------------
Distribution and service (12b-1) fees none
-----------------------------------------------------------------
Other expenses 1.09%
-----------------------------------------------------------------
Total operating expenses(2) 1.84%
-----------------------------------------------------------------

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

----------------------------
1 year $187
----------------------------
3 years $579
----------------------------
5 years $995
- -----------------------------
10 years $2,159
- -----------------------------

(1) Exchanges are subject to the requirements of each fund in the Delaware
Investments family. A front-end sales charge may apply if you exchange your
shares into a fund that has a front-end sales charge.
(2) The investment manager has agreed to waive fees and pay expenses from the
commencement of the Fund's operations through May 31, 2000, in order to
prevent total operating expenses (excluding any taxes, interest, brokerage
fees and extraordinary expenses) from exceeding 0.75% of average daily net
assets. The following table shows operating expenses which are based on the
most recently completed fiscal year and reflect the manager's current fee
waivers and payments.

---------------------------------------------------------------------------
Fund operating expenses including voluntary
expense caps in effect until May 31, 2000

CLASS Institutional Class
---------------------------------------------------------------------------
Management fees 0.00%
---------------------------------------------------------------------------
Distribution and service (12b-1) fees 0.00%
---------------------------------------------------------------------------
Other expenses 0.75%
---------------------------------------------------------------------------
Total operating expenses 0.75%
---------------------------------------------------------------------------

(3) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here. Also, this example assumes that the
Fund's total operating expenses remain unchanged in each of the periods we
show. This example does not reflect the voluntary expense cap described in
footnote 2.

5
<PAGE>

How we manage the Fund

Our investment strategies

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

Companies may be undervalued for many reasons. They may be unknown to stock
analysts, they may have experienced poor earnings or their industry may be in
the midst of a period of weak growth.

6
<PAGE>

The securities we typically invest in
Stocks offer investors the potential for capital appreciation, and may pay
dividends as well.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
How we use them
Securities Delaware Small Cap Contrarian Fund
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common stocks: Securities that represent shares of ownership in Under normal market conditions we will hold at least
a corporation. Stockholders participate in the corporation's 65% of the Fund's net assets in common stock of small
profits and losses, proportionate to the number of shares they companies that we believe are selling for less than
own. their true value. Generally, we invest 90% to 100% of
net assets in these stocks.

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

American Depositary Receipts (ADRs): Securities of foreign The Fund may hold an unlimited amount of ADRs that are
entities issued through a U.S. bank representing the bank's actively traded in the U.S. when we believe they offer
holdings of a stated number of shares of a foreign corporation. greater value and greater appreciation potential than
An ADR entitles the holder to all dividends and capital gains U.S. securities.
earned by the underlying foreign shares. ADRs are bought and
sold the same as U.S. securities.

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

Repurchase agreements: An agreement between a buyer, such as a Typically, we use repurchase agreements as a short-term
fund, and a seller of securities in which the seller agrees to investment for a Fund's cash position. In order to enter
buy the securities back within a specified time at the same into these repurchase agreements, the Fund must have
price the buyer paid for them, plus an amount equal to an agreed collateral of at least 102% of the repurchase price.
upon interest rate. Repurchase agreements are often viewed as Repurchase agreements with maturities of over seven days
equivalent to cash. will be considered illiquid. The Fund will only enter
into repurchase agreements in which the collateral is
composed of U.S. government securities.

- ------------------------------------------------------------------------------------------------------------------------------
Restricted securities: Privately placed securities whose resale We may invest in privately placed securities that are
is restricted under securities law. eligible for resale only among certain institutional
buyers without registration, including Rule 144A
Securities. Restricted securities that are determined
to be illiquid may not exceed the Fund's 15% limit on
illiquid securities which is described below.

- ------------------------------------------------------------------------------------------------------------------------------
Illiquid securities: Securities that do not have a ready market, We may invest up to 15% of net assets in illiquid
and cannot be easily sold within seven days at approximately the securities.
price that the Fund has valued them.
- ------------------------------------------------------------------------------------------------------------------------------

Options represent a right to buy or sell a security at an agreed The Fund may write call options and purchase put options
upon price at a future date. The purchaser of an option may or on a covered basis only, and will not engage in option
may not choose to go through with the transaction. writing strategies for speculative purposes.
Certain options may be considered to be derivative securities.

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

7
<PAGE>

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

8
<PAGE>

The risks of investing in the Fund

Investing in any mutual fund involves risk, including the risk that you may
receive little or no return on your investment, and the risk that you may lose
part or all of the money you invest. Before you invest in a Fund you should
carefully evaluate the risks. Because of the nature of the Fund, you should
consider an investment in it to be a long-term investment that typically
provides the best results when held for a number of years. The following are the
chief risks you assume when investing in Delaware Small Cap Contrarian Fund.
Please see the Statement of Additional Information for further discussion of
these risks and other risks not discussed here.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- ------------------------------------------------------------------------------------------------------------------------------------
Delaware Small Cap Contrarian Fund

- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>

Market risk is the risk that all or a majority We maintain a long-term investment approach and focus on stocks we believe can
of the securities in a certain market -- like appreciate over an extended time frame regardless of interim market fluctuations.
the stock or bond market -- will decline in We do not try to predict overall stock market movements and generally do not
value because of factors such as economic trade for short-term purposes.
conditions, future expectations or investor
confidence. We may hold a substantial part of the Fund's assets in cash or cash equivalents
as a temporary, defensive strategy.

- ------------------------------------------------------------------------------------------------------------------------------------
Industry and security risk is the risk that the We follow a rigorous selection process before choosing securities and
value of securities in a particular industry or continuously monitor them while they remain in the portfolio.
the value of an individual stock or bond will
decline because of changing expectations for The Fund is a diversified portfolio with investments in companies representing
the performance of that industry or for the many different industries. We do not make additional investments in a stock if
individual company issuing the stock. that stock represents 5% of net assets, nor in an industry if that industry
represents 25% of net assets. However, it is likely that our holdings will be more
concentrated in certain industries if the industry as a whole has strong value
characteristics. This could increase volatility.

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

Small company risk is the risk that prices of The Fund maintains a well-diversified portfolio, selects stocks carefully and
smaller companies may be more volatile than monitors them continuously. And, because we focus on stocks that are already
larger companies because of limited financial selling at relatively low prices, we believe we may experience less price
resources or dependence on narrow product lines. volatility than small cap funds that do not use a value-oriented strategy.

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

9
<PAGE>

Who manages the Fund

Investment manager

0.75% on the first $500 million;
0.70% on the next $500 million;
0.65% on the next $1,500 million; and
0.60% on assets in excess of $2,500 million.

Portfolio managers
Andrea Giles, Vice President/Portfolio Manager, has had primary responsibility
for making day-to-day investment decisions for the Fund since January 2000. She
holds a BSAD from the Massachusetts Institute of Technology and an MBA in
Finance from Columbia University. Prior to joining Delaware Investments in 1996,
she was an account officer in the Leveraged Capital Group with Citibank. When
making investment decisions for the Fund, Ms. Giles consults with Christopher S.
Beck.

10
<PAGE>

Who's who?

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

Board of Trustees

<TABLE>
<S> <C> <C> <C> <C> <C>
Investment manager The Funds Custodian
Delaware Management Company The Chase Manhattan Bank
One Commerce Square 4 Chase Metrotech Center
Philadelphia, PA 19103 Brooklyn, NY 11245

Shareholders

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

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

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

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

11
<PAGE>

About your account

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

o retirement plans introduced by persons not associated with brokers or
dealers that are primarily engaged in the retail securities business and
rollover individual retirement accounts from such plans;

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

o institutional advisory accounts of the manager, or its affiliates and those
having client relationships with Delaware Investment Advisers, an affiliate
of the manager, or its affiliates and their corporate sponsors, as well as
subsidiaries and related employee benefit plans and rollover individual
retirement accounts from such institutional advisory accounts;

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

o registered investment advisers investing on behalf of clients that consist
solely of institutions and high net-worth individuals having at least
$1,000,000 entrusted to the adviser for investment purposes, but only if
the adviser is not affiliated or associated with a broker or dealer and
derives compensation for its services exclusively from its clients for such
advisory services.

12
<PAGE>

How to buy shares

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

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

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

13
<PAGE>

About your account (continued)

How to buy shares (continued)

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

14
<PAGE>

About your account (continued)

How to redeem shares

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

By wire

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

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

15
<PAGE>

About your account (continued)

How to redeem shares (continued)

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

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

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

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

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

Tax laws are subject to change, so we urge you to consult your tax adviser about
your particular tax situation and how it might be affected by current tax law.
The tax status of your dividends from this Fund is the same whether you reinvest
your dividends or receive them in cash. Distributions from the Fund's long-term
capital gains are taxable as capital gains, while distributions from short-term
capital gains and net investment income are generally taxable as ordinary
income. Any capital gains may be taxable at different rates depending on the
length of time the Fund held the assets. In addition, you may be subject to
state and local taxes on distributions. We will send you a statement each year
by January 31 detailing the amount and nature of all dividends and capital gains
that you were paid for the prior year.

16
<PAGE>

Certain management considerations

Year 2000

17
<PAGE>

Financial highlights

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

- --------------------------------------------------------------------------------
Delaware Small Cap Contrarian Fund Institutional Class

Period
12/29/98(1)
through
11/30/99

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

- --------------------------------------------------------------------------------
Net asset value, beginning of period $8.500
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income(2) 0.104
- --------------------------------------------------------------------------------
Net realized and unrealized gain on investments 0.326
- --------------------------------------------------------------------------------
Total from investment operations 0.430
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Less dividends and distributions:
- --------------------------------------------------------------------------------
Dividends from net investment income none
- --------------------------------------------------------------------------------
Distributions from net realized gain on investments none
- --------------------------------------------------------------------------------
Total dividends and distributions none
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Net asset value, end of period $8.930
- --------------------------------------------------------------------------------
Total return(3) 5.06%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Ratios and supplemental data:
- --------------------------------------------------------------------------------
Net assets, end of period
(000 omitted) $2,101
- --------------------------------------------------------------------------------
Ratio of expenses to average daily net assets 0.80%
- --------------------------------------------------------------------------------
Ratio of expenses to average daily net assets prior to
expense limitation and expenses paid indirectly 1.84%
- --------------------------------------------------------------------------------
Ratio of net investment income to average daily net assets 1.27%
- --------------------------------------------------------------------------------
Ratio of net investment income to average daily net assets
prior to expense limitation and expenses paid indirectly 0.18%
- --------------------------------------------------------------------------------
Portfolio turnover 63%
- --------------------------------------------------------------------------------
(1) Date of commencement of trading; ratios have been annualized but total
return has not been annualized.
(2) Per share information was based on the average shares outstanding method.
(2) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of distributions at net asset value,
and reflects the manager's expense caps.

18
<PAGE>

How to read the Financial highlights

Net investment income
Net investment income includes dividend and interest income earned from a fund's
securities; it is after expenses have been deducted.

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

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

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

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

Ratio of expenses to average daily net assets
The expense ratio is the percentage of net assets that a fund pays annually for
operating expenses and management fees. These expenses include accounting and
administration expenses, services for shareholders, and similar expenses.

Ratio of net investment income to average daily net assets
We determine this ratio by dividing net investment income by average net assets.

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

19
<PAGE>

Glossary

How to use this glossary

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

Bond ratings

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

Capital
The amount of money you invest.

Capital appreciation
An increase in the value of an investment.

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

Compounding
Earnings on an investment's previous earnings.

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

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

20
<PAGE>