DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS INC
497, 1997-12-23
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  _____________________________________________________________
                   PART B--STATEMENT OF ADDITIONAL INFORMATION
        
                                            JULY 21, 1997
                             (as revised December 22, 1997)
      
  _____________________________________________________________
   
  DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
  _____________________________________________________________
  
  1818 Market Street
  Philadelphia, PA  19103
  _____________________________________________________________
  For more information about Institutional  Classes:  
  800-828-5052
   
  For Prospectus and Performance of Class A Shares, Class B
  Shares and Class C Shares:
     Nationwide 800-523-4640
  
  Information on Existing Accounts of Class A Shares, Class B
  Shares and Class C Shares:
     (SHAREHOLDERS ONLY) Nationwide 800-523-1918
   
  Dealer Services:  (BROKER/DEALERS ONLY) Nationwide
     800-362-7500
  _____________________________________________________________
  
  TABLE OF CONTENTS
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  Cover Page                                                    
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  Investment Policies and Portfolio Techniques                 
  _____________________________________________________________
  Accounting and Tax Issues                                     
  _____________________________________________________________
  Performance Information                                       
  _____________________________________________________________
  Trading Practices and Brokerage                               
  _____________________________________________________________
  Purchasing Shares                                             
  _____________________________________________________________
  Investment Plans                                              
  _____________________________________________________________
  Determining Offering Price and Net Asset Value                
  _____________________________________________________________
  Redemption and Repurchase                                     
  _____________________________________________________________
  Distributions                                                 
  _____________________________________________________________
  Investment Management Agreements and Sub-Advisory Agreements
  _____________________________________________________________
  Officers and Directors                                       
  _____________________________________________________________
  Exchange Privilege                                           
  _____________________________________________________________
  General Information                                          
  _____________________________________________________________
  Financial Statements                                    
  _____________________________________________________________
  Appendix A                                              
  _____________________________________________________________
  
  
    Delaware Group Global & International Funds, Inc.
   ("Global Funds, Inc.") is a professionally-managed mutual
   fund of the series type.  This Statement of Additional
   Information ("Part B" of the registration statement) 
   describes the International Equity Series ("International
   Equity Fund"), International Small Cap Series 
   ("International Small Cap Fund"), Global Bond Series 
   ("Global Bond Fund"), Global Assets Series ("Global
   Assets Fund"), Emerging Markets Series ("Emerging Markets
   Fund") and Global Equity Series ("Global Equity Fund")
   (individually, a "Fund" and collectively, the "Funds") of
   Global Funds, Inc.  Each Fund offers Class A Shares, Class B
   Shares, Class C Shares (together the "Fund Classes"), and an
   Institutional Class (individually a "Class" and collectively
   the "Classes").
      
    Class B Shares, Class C Shares and Institutional Class
   shares of each Fund may be purchased at a price equal to the
   next determined net asset value per share.  Class A Shares 
   may be purchased at the public offering price, which is 
   equal to the next determined net asset value per share, plus
   a front-end sales charge.  Class A Shares are subject to 
   a maximum front-end sales charge of 4.75% and, absent 
   any applicable fee waiver, annual Rule 12b-1 Plan 
   ("12b-1 Plan") expenses of up to 0.30%.  Class B Shares are 
   subject to a contingent deferred sales charge ("CDSC") which
   may be imposed on redemptions made within six years of 
   purchase and, absent any applicable fee waiver, annual 
   12b-1 Plan expenses of up to 1%, which are assessed 
   against Class B Shares for approximately eight years
   after purchase.  See Automatic Conversion of Class B Shares
   under Classes of Shares in the Prospectuses for the Fund
   Classes.  Class C Shares are subject to a CDSC which may be
   imposed on redemptions made within 12 months of purchase
   and, absent any applicable fee waiver, annual 12b-1 Plan
   expenses of up to 1%, which are assessed against the 
   Class C Shares for the life of the investment.  Global 
   Equity Fund will not pay a 12b-1 fee with respect 
   to any Class until December 31, 1997 and International 
   Small Cap Fund will not pay a 12b-1 fee with respect 
   to any Class until May 31, 1998.
   
    This Part B supplements the information contained in the
   current Prospectuses for the Fund Classes and the
   Institutional Classes of International Equity Fund, 
   Global Assets Fund, Global Bond Fund, Global Equity Fund 
   and Emerging Markets Fund dated January 29, 1998, and the 
   current Prospectuses for the Fund Classes and the 
   Institutional Class of the International Small Cap 
   Fund dated December 22, 1997, as they may be amended
   from time to time.  Part B should be read in conjunction 
   with the respective class' Prospectus.  Part B is not itself 
   a prospectus but is, in its entirety, incorporated by 
   reference into each class' Prospectus.  Prospectuses 
   relating to the Fund Classes and Prospectuses relating to 
   the Institutional Classes may be obtained by writing or
   calling your investment dealer or by contacting the 
   Funds' national distributor, Delaware Distributors, L.P. 
   (the "Distributor"), 1818 Market Street,
   Philadelphia, PA 19103.
       
   
   INVESTMENT POLICIES AND PORTFOLIO TECHNIQUES
   
   Investment Restrictions
    Global Funds, Inc. has adopted the following restrictions
   for each Fund (except where otherwise noted) which, along 
   with its investment objective, cannot be changed without 
   approval by the holders of a "majority" of the respective 
   Fund's outstanding shares, which is a vote by the holders of 
   the lesser of a) 67% or more of the voting securities 
   present in person or by proxy at a meeting, if the holders 
   of more than 50% of the outstanding voting securities are 
   present or represented by proxy; or b) more than 50% of the 
   outstanding voting securities.  The percentage limitations 
   contained in the restrictions and policies set forth herein 
   apply at the time of purchase of securities.
   
    Each Fund (other than International Small Cap Fund and
   Global Equity Fund) shall not:
   
    1.   For International Equity Fund and Global Equity Fund,
   as to 75% of their respective total assets, and for Global
   Bond, Global Assets and Emerging Markets Funds, as to 50% of
   their respective total assets, invest more than 5% of their
   respective total assets in the securities of any one issuer
   (other than obligations issued, or guaranteed by, the U.S.
   government, its agencies or instrumentalities).
   
    2.   For International Equity, Global Bond and Global
   Assets Funds, invest in securities of other open-end 
   investment companies, except as part of a merger,
   consolidation or other acquisition.  This limitation does
   not prohibit a Fund from investing in the securities of
   closed-end investment companies at customary brokerage
   commission rates.  Emerging Markets Fund may invest in
   securities of open-end, closed-end and unregistered
   investment companies, in accordance with the
   limitations contained in the Investment Company Act of 1940,
   as amended (the "1940 Act").
   
    3.   Make loans, except to the extent that purchases of
   debt obligations (including repurchase agreements) in
   accordance with a Fund's investment objective and policies,
   are considered loans and except that the Fund may loan up to
   25% of its assets to qualified broker/dealers or
   institutional investors for their use relating to short
   sales or other security transactions.
   
    4.   Purchase or sell real estate or real estate limited
   partnerships, but this shall not prevent a Fund from
   investing  in securities secured by real estate or interests
   therein.
   
    5.   For International Equity Fund, purchase more than 10%
   of the outstanding voting securities of any issuer, or
   invest in companies for the purpose of exercising control or
   management.
   
    6.   Engage in the underwriting of securities of other
   issuers, except that, in connection with the disposition of
   a security, the Fund may be deemed to be an "underwriter" as
   that term is defined in the Securities Act of 1933 (the
   "1933 Act").
   
     7.  Make any investment which would cause 25% or more of
   its total assets to be invested in the securities of issuers
   all of which conduct their principal business activities in
   the same industry.  This restriction does not apply to
   obligations issued or guaranteed by the U.S. government, its
   agencies or instrumentalities.
   
     8.  For International Equity Fund, write, purchase or
   sell options, puts, calls or combinations thereof, except
   that such Fund may:  (a) purchase call options to the extent
   that the premiums paid on all outstanding call options do
   not exceed 2% of such Fund's total assets; (b) write secured
   put options; (c) write covered call options; and (d)
   purchase put options if such Fund owns the security covered
   by the put option at the time of purchase, and provided that
   premiums paid on all put options outstanding do not exceed
   2% of its total assets.  Such Fund may sell put or call
  options previously purchased and enter into closing
   transactions with respect to the activities noted above.  
   
     9.  Purchase or sell commodities or commodity contracts,
   except that each Fund may enter into futures contracts and
   options on futures contracts in accordance with its
   respective prospectuses, subject to investment restriction
   10 below.
   
    10.  Enter into futures contracts or options thereon,
   except that a Fund may enter into futures contracts and
   options thereon to the extent that not more than 5% of the
   Fund's assets are required as futures contract margin
   deposits and premiums on options and only to the extent that
   obligations under such contracts and transactions represent
   not more than 20% of the Fund's assets.
   
    11.  Make short sales of securities, or purchase
   securities on margin, except that a Fund may satisfy margin
   requirements with respect to futures transactions. 
   
    12.  For International Equity Fund, invest more than 5% of
   the value of its total assets in securities of companies
   less than three years old.  Such three-year period shall 
   include the operation of any predecessor company or
   companies. 
   
    13.  For International Equity Fund, purchase or retain the
   securities of any issuer which has an officer, director or
   security holder who is a director or officer of Global
   Funds, Inc. or of its investment manager if or so long as
   the directors and officers of Global Funds, Inc. and of its
   investment manager together own beneficially more than 5% of
   any class of securities of such issuer.
   
    14.  For International Equity Fund, invest in interests in
   oil, gas or other mineral exploration or development
   programs or leases.
   
    15.  For International Equity Fund, invest more than 10%
   of the Fund's total assets in repurchase agreements maturing
   in more than seven days and other illiquid assets, and for
   Emerging Markets Fund, invest more than 15% of the Fund's
   total assets in repurchase agreements maturing in more than
   seven days and other illiquid assets.
   
    16.  Borrow money in excess of one-third of the value of
   its net assets and then only as a temporary measure for
   extraordinary purposes or to facilitate redemptions.  Any
   borrowing will be done from a bank and to the extent that
   such borrowing exceeds 5% of the value of a Fund's net
   assets, asset coverage of at least 300% is required.  In the
   event that such asset coverage shall at any time fall below
   300%, a Fund shall, within three days thereafter (not
   including Sunday or holidays) or such longer period as the
   Securities and Exchange Commission (the "SEC") may prescribe
   by rules and regulations, reduce the amount of its
   borrowings to such an extent that the asset coverage of such
   borrowings shall be at least 300%.  A Fund will not pledge
   more than 10% of its net assets.  A Fund will not issue
   senior securities as defined in the 1940 Act, except for
   notes to banks.
   
    Although not considered to be a fundamental policy,
   restriction 5 above will apply to each of the Funds of
   Global Funds, Inc. as a whole.  In addition, although not
   considered a fundamental policy, for purposes of restriction
   15 above, securities of foreign issuers which are not listed
   on a recognized domestic or foreign exchange or for which a
   bona fide market does not exist at the time of purchase or
   subsequent valuation are included in the category of
   illiquid assets.  As to International Equity Fund, Global
   Assets Fund and Emerging Markets Fund, although not
   considered to be a fundamental investment restriction, each
   Fund will invest no more than 5% of its respective assets in
   warrants.  Investment restrictions 5, 8, 12, 13, 14 and 15
   above are nonfundamental policies of Global Bond Fund,
   Global Assets Fund and Emerging Markets Fund.  Investment
   restrictions 1 and 2 above are nonfundamental policies of
   Emerging Markets Fund.
   
    Global Funds, Inc. has adopted the following restrictions
   for International Small Cap Fund and Global Equity Fund
   which, along with their investment objectives, cannot be
   changed without the approval by a "majority" of each Fund's
   outstanding shares, as described above.  The percentage
   limitations contained in these restrictions and policies
   apply at the time the Fund purchases securities.
   
   International Small Cap Fund and Global Equity Fund shall
   not:
  
    1.   As to 75% of its total assets, invest more than 5% of
   its total assets in the securities of any one issuer (other
   than obligations issued, or guaranteed by, the U.S.
   government, its agencies or instrumentalities).
   
    2.   Invest 25% or more of its total assets in any one
   industry provided that there is no limitation with respect
   to investments in obligations issued or guaranteed as to
   principal or interest by the U.S. Government, its agencies
   or instrumentalities. 
   
    3.   Make loans other than by the purchase of all or a
   portion of a publicly or privately distributed issue of
   bonds, debentures or other debt securities of the types
   commonly offered publicly or privately and purchased by
   financial institutions (including repurchase agreements),
   whether or not the purchase was made upon the original
   issuance of the securities, and except that the Fund may
   loan its assets to qualified broker/dealers or institutional
   investors.
   
    4.   Engage in underwriting of securities of other
   issuers, except that portfolio securities, including
   securities purchased in private placements, may be acquired
   under circumstances where, if sold, the Fund might be deemed
   to be an underwriter under the Securities Act of 1933.  No
   limit is placed on the proportion of the Fund's assets which
   may be invested in such securities.
   
    5.   Borrow money or issue senior securities, except to
   the extent permitted by the 1940 Act or any rule or order
   thereunder or interpretation thereof.  Subject to the
   foregoing, the Fund may engage in short sales, purchase
   securities on margin, and write put and call options.
   
    6.   Purchase or sell physical commodities or physical
   commodity contracts, including physical commodity options or
   futures contracts in a contract market or other futures
   market.
   
    7.   Purchase or sell real estate; provided that the Fund
   may invest in securities secured by real estate or interests
   therein or issued by companies which invest in real estate
   or interests therein.
   
   Foreign Securities
    Investors should recognize that investing in foreign
   issuers involves certain considerations, including those set
   forth in the Funds' Prospectuses, which are not typically
   associated with investing in United States issuers.  Since
   the stocks of foreign companies are frequently denominated
   in foreign currencies, and since a Fund may temporarily hold
   uninvested reserves in bank deposits in foreign currencies,
   a Fund will be affected favorably or unfavorably by changes
   in currency rates and in exchange control regulations, and
   may incur costs in connection with conversions between
   various currencies.  The investment policies of each Fund
   permit it to enter into forward foreign currency exchange
   contracts in order to hedge each Fund's holdings and
   commitments against changes in the level of future currency
   rates.  Such contracts involve an obligation to purchase or
   sell a specific currency at a future date at a price set at
   the time of the contract.
   
    There has been in the past, and there may be again in the
   future, an interest equalization tax levied by the United
   States in connection with the purchase of foreign securities
   such as those purchased by a Fund.  Payment of such interest
   equalization tax, if imposed, would reduce a Fund's rate of
   return on its investment.  Dividends paid by foreign issuers
   may be subject to withholding and other foreign taxes which
   may decrease the net return on such investments as 
   comparedto dividends paid to a Fund by United States
  corporations.  Special rules govern the federal income tax
   treatment of certain transactions denominated in terms of a
   currency other than the U.S. dollar or determined by
   reference to the value of one or more currencies other than
   the U.S. dollar.  The types of transactions covered by the
   special rules generally include the following:  (i) the
   acquisition of, or becoming the obligor under, a bond or
   other debt instrument (including, to the extent provided in
   Treasury Regulations, preferred stock); (ii) the accruing of
   certain trade receivables and payables; and (iii) the
   entering into or acquisition of any forward contract,
   futures contract, option and similar financial instruments
   other than any "regulated futures contract" or "nonequity
   option" marked to market.  The disposition of a currency
   other than the U.S. dollar by a U.S. taxpayer is also
   treated as a transaction subject to the special currency
   rules.  However, foreign currency-related regulated futures
   contracts and nonequity options are generally not subject to
   the special currency rules, if they are or would be treated
   as sold for their fair market value at year-end under the
   marking to market rules applicable to other futures
   contracts, unless an election is made to have such currency
   rules apply.  With respect to transactions covered by the
   special rules, foreign currency gain or loss is calculated
   separately from any gain or loss on the underlying
   transaction and is normally taxable as ordinary
   gain or loss.  A taxpayer may elect to treat as capital gain
   or loss foreign currency gain or loss arising from certain
   identified forward contracts, futures contracts and options
   that are capital assets in the hands of the taxpayer and
   which are not part of a straddle.  Certain transactions
   subject to the special currency rules that are part of a
   "section 988 hedging transaction" (as defined in the
   Internal Revenue Code of 1986, as amended (the "Code"), and
   the Treasury Regulations) will be integrated and treated as
   a single transaction or otherwise treated consistently for
   purposes of the Code.  The income tax effects of integrating
   and treating a transaction as a single transaction are
   generally to create a synthetic debt instrument that is
   subject to the original discount provisions. 
   It is anticipated that some of the non-U.S. dollar
   denominated investments and foreign currency contracts each
   Fund may make or enter into will be subject to the special
   currency rules described above.
   
   Repurchase Agreements
    While each Fund is permitted to do so, it normally does
   not invest in repurchase agreements, except to invest cash
   balances.
   
    The funds in the Delaware Group have obtained an exemption
   from the joint-transaction prohibitions of Section 17(d) of
   the 1940 Act to allow the Delaware Group funds jointly to
   invest cash balances.  Each Fund may invest cash balances in
  a joint repurchase agreement in accordance with the terms of
   the Order and subject generally to the conditions described
   below.
   
    A repurchase agreement is a short-term investment by which
   the purchaser acquires ownership of a debt security and the
   seller agrees to repurchase the obligation at a future time
   and set price, thereby determining the yield during the
   purchaser's holding period.  Should an issuer of a
   repurchase agreement fail to repurchase the underlying
   security, the loss to a Fund, if any, would be the
   difference between the repurchase price and the market value
   of the security.  Each Fund will limit its investments in
   repurchase agreements to those which Delaware
   International Advisers Ltd. (the "Manager"), under the
   guidelines of the Board of Directors, determines to present
   minimal credit risks and which are of high quality.  In
   addition, a Fund must have collateral of at least 100% of
   the repurchase price, including the portion representing a
   Fund's yield under such agreements which is monitored on a
   daily basis.
   
   Portfolio Loan Transactions
    Each Fund may loan up to 25% of its assets to qualified
   broker/dealers or institutional investors for their use
   relating to short sales or other security transactions.
   
    It is the understanding of the Manager that the staff of
   the SEC permits portfolio lending by registered investment
   companies if certain conditions are met.  These conditions
   are as follows:  1) each transaction must have 100%
   collateral in the form of cash, short-term U.S. government
   securities, or irrevocable letters of credit payable by
   banks acceptable to Global Funds, Inc. from the borrower; 2)
   this collateral must be valued daily and should the market
   value of the loaned securities increase, the borrower must
   furnish additional collateral to the Fund; 3) the Fund must
   be able to terminate the loan after notice, at any time; 4)
   the Fund must receive reasonable interest on any loan, and
   any dividends, interest or other distributions on the lent
   securities, and any increase in the market value of such
   securities; 5) the Fund may pay reasonable custodian fees in
   connection with the loan; and 6) the voting rights on the
   lent securities may pass to the borrower; however, if the
   directors of Global Funds, Inc. know that a material event
   will occur affecting an investment loan, they must either
   terminate the loan in order to vote the proxy or enter into
   an alternative arrangement with the borrower to enable the
   directors to vote the proxy.
   
    The major risk to which a Fund would be exposed on a loan
   transaction is the risk that the borrower would go bankrupt
   at a time when the value of the security goes up. 
   Therefore, each Fund will only enter into loan arrangements
   after a review of all pertinent facts by the Manager, under
   the supervision of the Board of Directors, including the
   creditworthiness of the borrowing broker, dealer or
   institution and then only if the consideration to be
   received from such loans would justify the risk. 
   Creditworthiness will be monitored on an ongoing basis
   by the Manager.
   
   Foreign Currency Transactions
    A Fund may purchase or sell currencies and/or engage in
   forward foreign currency transactions in order to expedite
   settlement of portfolio transactions and to minimize
   currency value fluctuations.
   
    Forward foreign currency contracts are traded in the
   interbank market conducted directly between currency traders
   (usually large commercial banks) and their customers.  A
   forward contract generally has no deposit requirement, and
   no commissions are charged at any stage for trades.  A Fund
   will account for forward contracts by marking to market each
   day at daily exchange rates.
   
    When a Fund enters into a forward contract to sell, for a
   fixed amount of U.S. dollars or other appropriate currency,
   the amount of foreign currency approximating the value of
   some or all of a Fund's assets denominated in such foreign
   currency, the Fund's Custodian Bank or subcustodian will
   place cash or liquid high grade debt securities in a
   separate account of the Fund in an amount not less than the
   value of the Fund's total assets committed to the
   consummation of such forward contracts.  If the additional
   cash or securities placed in the separate account declines,
   additional cash or securities will be placed in the account
   on a daily basis so that the value of the account will equal
   the amount of a Fund's commitments with respect to such
   contracts.
   
   Options
    Each Fund may purchase call options or purchase put
   options and will not engage in option strategies for
   speculative purposes.
   
    Each Fund may invest in options that are either listed on
   U.S. or recognized foreign exchanges or traded over-the-
   counter.  Certain over-the-counter options may be illiquid. 
   Thus, it may not be possible to close options positions and
   this may have an adverse impact on a Fund's ability to
   effectively hedge its securities.  A Fund will not, however,
   invest more than 10% (or, in the case of International Small
   Cap, Emerging Markets, or Global Equity Funds, 15%) of its
   assets in illiquid securities.
   
    Purchasing Call Options--Each Fund may purchase call
   options to the extent that premiums paid by the Fund do not
   aggregate more than 2% of the Fund's total assets.  When a
   Fund purchases a call option, in return for a premium paid
   by a Fund to the writer of the option, the Fund obtains the
   right to buy the security underlying the option at a
   specified exercise price at any time during the term of the
   option.  The writer of the call option, who receives the
   premium upon writing the option, has the obligation, upon
   exercise of the option, to deliver the underlying security
   against payment of the exercise price.  The advantage of
   purchasing call options is that a Fund may alter portfolio
   characteristics and modify portfolio maturities without
   incurring the cost associated with portfolio transactions.
   
    A Fund may, following the purchase of a call option,
   liquidate its position by effecting a closing sale
   transaction.  This is accomplished by selling an option of
   the same series as the option previously purchased.  A Fund
   will realize a profit from a closing sale transaction if the
   price received on the transaction is more than the premium
   paid to purchase the original call option; a Fund will
   realize a loss from a closing sale transaction if the price
   received on the transaction is less than the premium paid to
   purchase the original call option.
   
    Although a Fund will generally purchase only those call
   options for which there appears to be an active secondary
   market, there is no assurance that a liquid secondary market
   on an Exchange will exist for any particular option, or at
   any particular time, and for some options no secondary
   market on an Exchange may exist.  In such event, it may not
   be possible to  effect closing transactions in particular
   options, with the result that a Fund would have to exercise
   its options in order to realize any profit and would incur
   brokerage commissions upon the exercise of such options and
   upon the subsequent disposition of the underlying securities
   acquired through the exercise of such options.  Further,
   unless the price of the underlying security changes
   sufficiently, a call option purchased by a Fund may expire
   without any value to the Fund.
   
    Purchasing Put Options--Each Fund may invest up to 2% of
   its total assets in the purchase of put options.  A Fund
   will, at all times during which it holds a put option, own
   the security covered by such option.
   
    A put option purchased by a Fund gives it the right to
   sell one of its securities for an agreed price up to an
   agreed date.  A Fund intends to purchase put options in
   order to protect against a decline in the market value of
   the underlying security below the exercise price less the
   premium paid for the option ("protective puts").  The
   ability to purchase put options will allow a Fund to protect
   unrealized gain in an appreciated security in its portfolio
   without actually selling the security.  If the security does
   not drop in value, a Fund will lose the value of the premium
   paid.  A Fund may sell a put option which it has previously
   purchased prior to the sale of the securities underlying
   such option.  Such sale will result in a net gain or loss
   depending on whether the amount received on the sale is more
   or less than the premium and other transaction costs paid on
   the put option which is sold.
   
    A Fund may sell a put option purchased on individual
   portfolio securities.  Additionally, a Fund may enter into
   closing sale transactions.  A closing sale transaction is
   one in which a Fund, when it is the holder of an outstanding
   option, liquidates its position by selling an option of the
   same series as the option previously purchased.
   
   Futures
    Each Fund may enter into contracts for the purchase or
   sale for future delivery of securities or foreign
   currencies.  While futures contracts provide for the
   delivery of securities, deliveries usually do not occur. 
   Contracts are generally terminated by entering into an
   offsetting transaction.  When a Fund enters into a futures
   transaction, it must deliver to the futures commission
   merchant selected by the Fund an amount referred to as
   "initial margin."  This amount is maintained by the futures
   commission merchant in an account at the Fund's Custodian
   Bank.  Thereafter, a "variation margin" may be paid
   by a Fund to, or drawn by the Fund from, such account in
   accordance with controls set for such accounts, depending
   upon changes in the price of the underlying securities
   subject to the futures contract.
   
    In addition, when a Fund engages in futures transactions,
   to the extent required by the SEC, it will maintain with its
   Custodian Bank, assets in a segregated account to cover its
   obligations with respect to such contracts, which assets
   will consist of cash, cash equivalents or high quality debt
   securities from its portfolio in an amount equal to the
   difference between the fluctuating market value of such
   futures contracts and the aggregate value of the margin
   payments made by a Fund with respect to such futures
   contracts.
    
    Each Fund may enter into such futures contracts to protect
   against the adverse affects of fluctuations in interest or
   foreign exchange rates without actually buying or selling
   the securities or foreign currency.  For example, if
   interest rates are expected to increase, a Fund might enter
   into futures contracts for the sale of debt securities. 
   Such a sale would have much the same effect as selling an
   equivalent value of the debt securities owned by a Fund.  If
   interest rates did increase, the value of the debt
   securities in the portfolio would decline, but the value of
   the futures contracts to a Fund would increase at
   approximately the same rate, thereby keeping
   the net asset value of the Fund from declining as much as it
   otherwise would have.  Similarly, when it is expected that
   interest rates may decline, futures contracts may be
   purchased to hedge in anticipation of subsequent purchases
   of securities at higher prices.  Since the fluctuations in
   the value of futures contracts should be similar to those of
   debt securities, a Fund could take advantage of the
   anticipated rise in value of debt securities without
   actually buying them until the market had stabilized.  At
   that time, the futures contracts could be liquidated and the
   Fund could then buy debt securities on the cash market.
   
    With respect to options on futures contracts, when a Fund
   is not fully invested, it may purchase a call option on a
   futures contract to hedge against a market advance due to
   declining interest rates.  The purchase of a call option on
   a futures contract is similar in some respects to the
   purchase of a call option on an individual security. 
   Depending on the pricing of the option compared to either
   the price of the futures contract upon which it is based, or
   the price of the underlying debt securities, it may or may
   not be less risky than ownership of the futures contract or
   underlying debt securities.  As with the purchase of futures
   contracts, when a Fund is not fully invested, it may
   purchase a call option on a futures contract to hedge
   against a market advance due to declining interest rates. 
    
    The writing of a call option on a futures contract
   constitutes a partial hedge against the declining price of
   the security or foreign currency which is deliverable upon
   exercise of the futures contract.  If the futures price at
   the expiration of the option is below the exercise price, a
   Fund will retain the full amount of the option premium which
   provides a partial hedge against any decline that may have
   occurred in the Fund's portfolio holdings.  The writing of a
   put option on a futures contract constitutes a partial hedge
   against the increasing price of the security or foreign
   currency which is deliverable upon exercise of the futures
   contract.  If the futures price at the expiration of the
   option is higher than the exercise price, the Fund will
   retain the full amount of the option premium which provides
   a partial hedge against any increase in the price of
   securities which the Fund intends to purchase.
   
    If a put or call option a Fund has written is exercised,
   the Fund will incur a loss which will be reduced by the
   amount of the premium it receives.  Depending on the degree
   of correlation between changes in the value of its portfolio
   securities and changes in the value of its futures
   positions, a Fund's losses from existing options on futures
   may, to some extent, be reduced or increased by changes in
   the value of portfolio securities.  The purchase of a put
   option on a futures contract is similar in some respects to
   the purchase of protective puts on portfolio securities. 
   For example, a Fund will purchase a put option on a futures
   contract to hedge the Fund's portfolio against the risk of
   rising interest rates.
   
    To the extent that interest rates move in an unexpected
   direction, a Fund may not achieve the anticipated benefits
   of futures contracts or options on futures contracts or may
   realize a loss.  For example, if a Fund is hedged against
   the possibility of an increase in interest rates which would
   adversely affect the price of securities held in its
   portfolio and interest rates decrease instead, the Fund will
   lose part or all of the benefit of the increased value of
   its securities which it has because it will have offsetting
   losses in its futures position.  In addition, in such
   situations, if the Fund had insufficient cash, it may be
   required to sell securities from its portfolio to meet daily
   variation margin requirements.  Such sales of securities
   may, but will not necessarily, be at increased prices which
   reflect the rising market.  A Fund may be required to sell
   securities at a time when it may be disadvantageous to do
   so.
   
    Further, with respect to options on futures contracts, a
   Fund may seek to close out an option position by writing or
   buying an offsetting position covering the same securities
   or contracts and have the same exercise price and expiration
   date.  The ability to establish and close out positions on
   options will be subject to the maintenance of a liquid
   secondary market, which cannot be assured.
   
   Options on Foreign Currencies
    Each Fund may purchase and write options on foreign
   currencies for hedging purposes in a manner similar to that
   in which futures contracts on foreign currencies, or forward
   contracts, will be utilized.  For example, a decline in the
   dollar value of a foreign currency in which portfolio
   securities are denominated will reduce the dollar value of
   such securities, even if their value in the foreign currency
   remains constant.  In order to protect against such
   diminutions in the value of portfolio securities, a Fund may
   purchase put options on the foreign currency.  If the value
   of the currency does decline, a Fund will have the right to
   sell such currency for a fixed amount in dollars and will
   thereby offset, in whole or in part, the adverse effect on
   its portfolio which otherwise would have resulted.
   
    Conversely, where a rise in the dollar value of a currency
   in which securities to be acquired are denominated is
   projected, thereby increasing the cost of such securities, a
   Fund may purchase call options thereon.  The purchase of
   such options could offset, at least partially, the effects
   of the adverse movement in exchange rates.  As in the case
   of other types of options, however, the benefit to a Fund
   deriving from purchases of foreign currency options will be
   reduced by the amount of the premium and related transaction
   costs.  In addition, where currency exchange rates do not
   move in the direction or to the extent anticipated, a Fund
   could sustain losses on transactions in foreign currency
   options which would require it to forego a portion or all of
   the benefits of advantageous changes in such rates.
   
    A Fund may write options on foreign currencies for the
   same types of hedging purposes.  For example, where a Fund
   anticipates a decline in the dollar value of foreign
   currency denominated securities due to adverse fluctuations
   in exchange rates, it could, instead of purchasing a put
   option, write a call option on the relevant currency.  If
   the expected decline occurs, the option will most likely not
   be exercised, and the diminution in the value of portfolio
   securities will be offset by the amount of the premium
   received.
   
    Similarly, instead of purchasing a call option to hedge
   against an anticipated increase in the dollar cost of
   securities to be acquired, a Fund could write a put option
   on the relevant currency which, if rates move in the manner
   projected, will expire unexercised and allow a Fund to hedge
   such increased cost up to the amount of the premium.  As in
   the case of other types of options, however, the writing of
   a foreign currency option will constitute only a partial
   hedge up to the amount of the premium, and only if rates
   move in the expected direction.  If this does not occur, the
   option may be exercised and the Fund would be required to
   purchase or sell the underlying currency at a loss which may
   not be offset by the amount of the premium.  Through the
   writing of options on foreign currencies, a Fund also may be
   required to forego all or a portion of the benefit which
   might otherwise have been obtained from favorable movements
   in exchange rates.
   
    Each Fund intends to write covered call options on foreign
   currencies.  A call option written on a foreign currency by
   a Fund is "covered" if the Fund owns the underlying foreign
   currency covered by the call or has an absolute and
   immediate right to acquire that foreign currency without
   additional cash consideration (or for additional cash
   consideration held in a segregated account by the Custodian
   Bank) upon conversion or exchange of other foreign currency
   held in its portfolio.  A call option is also covered if the
   Fund has a call on the same foreign currency and in the same
   principal amount as the call written where the exercise
   price of the call held (a) is equal to or less than the
   exercise price of the call written, or (b) is greater than
   the exercise price of the call written if the difference is
   maintained by the Fund in cash, U.S. government
   securities or other high-grade liquid debt securities in a
   segregated account with its Custodian Bank.
   
    With respect to writing put options, at the time the put
   is written, a Fund will establish a segregated account with
   its Custodian Bank consisting of cash, U.S. government
   securities or other high-grade liquid debt securities in an
   amount equal in value to the amount the Fund will be
   required to pay upon exercise of the put.  The account will
   be maintained until the put is exercised, has expired, or
   the Fund has purchased a closing put of the same series as
   the one previously written.
   
    In order to comply with the securities laws of one state,
   a Fund will not write put or call options if the aggregate
   value of the securities underlying the calls or obligations
   underlying the puts determined as of the date the options
   are sold exceed 25% of the Fund's net assets.  Should state
   laws change or Global Funds, Inc. receive a waiver of their
   application for a Fund, the Funds reserve the right to
   increase this percentage.
   
   Options on Stock Indices
    A stock index assigns relative values to the common stocks
   included in the index with the index fluctuating with
   changes in the market values of the underlying common stock.
   
    Options on stock indices are similar to options on stocks
   but have different delivery requirements.  Stock options
   provide the right to take or make delivery of the underlying
   stock at a specified price.  A stock index option gives the
   holder the right to receive a cash "exercise settlement
   amount" equal to (i) the amount by which the fixed exercise
   price of the option exceeds (in the case of a put) or is
   less than (in the case of a call) the closing value of the
   underlying index on the date of exercise, multiplied by (ii)
   a fixed "index multiplier."  Receipt of this cash amount
   will depend upon the closing level of the stock index upon
   which the option is based being greater than (in the case of
   a call) or less than (in the case of a put) the exercise
   price of the option.  The amount of cash received will be
   equal to such difference between the closing price of the
   index and exercise price of the option expressed in dollars
   times a specified multiple.  The writer of the option is
   obligated, in return for the premium received, to
   make delivery of this amount.  Gain or loss to a Fund on
   transactions in stock index options will depend on price
   movements in the stock market generally (or in a particular
   industry or segment of the market) rather than price
   movements of individual securities.
   
    As with stock options, a Fund may offset its position in
   stock index options prior to expiration by entering into a
   closing transaction on an Exchange or it may let the option
   expire unexercised.
   
    A stock index fluctuates with changes in the market values
   of the stock so included.  Some stock index options are
   based on a broad market index such as the Standard & Poor's
   500 or the New York Stock Exchange Composite Index, or a
   narrower market index such as the Standard & Poor's 100. 
   Indices are also based on an industry or market segment such
   as the AMEX Oil and Gas Index or the Computer and Business
   Equipment Index.  Options on stock indices are currently
   traded on domestic exchanges such as:  The Chicago Board
   Options Exchange, the New York Stock Exchange and American
   Stock Exchange as well as on foreign exchanges.
   
    A Fund's ability to hedge effectively all or a portion of
   its securities through transactions in options on stock
   indices depends on the degree to which price movements in
   the underlying index correlate with price movements in the
   Fund's portfolio securities.  Since a Fund's portfolio will
   not duplicate the components of an index, the correlation
   will not be exact.  Consequently, a Fund bears the risk that
   the prices of the securities being hedged will not move in
   the same amount as the hedging instrument.  It is also
   possible that there may be a negative correlation between
   the index or other securities which would result in a loss
   on both such securities and the hedging instrument.
   
    Positions in stock index options may be closed out only on
   an Exchange which provides a secondary market.  There can be
   no assurance that a liquid secondary market will exist for
   any particular stock index option.  Thus, it may not be
   possible to close such an option.  The inability to close
   options positions could have an adverse impact on a Fund's
   ability effectively to hedge its securities.  A Fund will
   enter into an option position only if there appears to be a
   liquid secondary market for such options.
   
    A Fund will not engage in transactions in options on stock
   indices for speculative purposes but only to protect
   appreciation attained and to take advantage of the liquidity
   available in the option markets.
   
   Rule 144A Securities
    A Fund may invest in restricted securities, including
   unregistered securities eligible for resale without
   registration pursuant to Rule 144A ("Rule 144A Securities")
   under the 1933 Act.  Rule 144A Securities may be freely
   traded among qualified institutional investors without
   registration under the 1933 Act.  
   
    Investing in Rule 144A Securities could have the effect of
   increasing the level of a Fund's illiquidity to the extent
   that qualified institutional buyers become, for a time,
   uninterested in purchasing these securities.  After
  thepurchase of a Rule 144A Security, however, the Board of
   Directors and the Manager will continue to monitor the
   liquidity of that security to ensure that a Fund has no more
   than 10% (or, in the case of International Small Cap,
   Emerging Markets and Global Equity Funds, 15%) of its net
   assets in illiquid securities.
   
   Non-Traditional Equity Securities
    International Small Cap Fund and Emerging Markets Fund may
   each invest in convertible preferred stocks that offer
   enhanced yield features, such as Preferred Equity Redemption
   Cumulative Stock ("PERCS"), which provide an investor, such
   as the Funds, with the opportunity to earn higher dividend
   income than is available on a company's common stock.  A
   PERCS is a preferred stock which generally features a
   mandatory conversion date, as well as a capital appreciation
   limit which is usually expressed in terms of a stated price. 
   Upon the conversion date, most PERCS convert into common
   stock of the issuer (PERCS are generally not convertible
   into cash at maturity).  Under a typical arrangement, if
   after a predetermined number of years the issuer's common
   stock is trading at a price below that set by the capital
   appreciation limit, each PERCS would convert to one share of
   common stock.  If, however, the issuer's common stock is
   trading at a price above that set by the capital
   appreciation limit, the holder of the PERCS would receive
   less than one full share of common stock.  The amount of
   that fractional share of common stock received by the PERCS
   holder is determined by dividing the price set by the
   capital appreciation limit of the PERCS by the market price
   of the issuer's common stock.  PERCS can be called at any
   time prior to maturity, and hence do not provide call
   protection.  However, if called early, the issuer may pay a
   call premium over the market price to the investor.  This
   call premium declines at a preset rate daily, up to the
   maturity date of the PERCS.  
   
    International Small Cap Fund and Emerging Markets Fund may
   also invest in other enhanced convertible securities.  These
   include but are not limited to ACES (Automatically
   Convertible Equity Securities), PEPS (Participating Equity
   Preferred Stock), PRIDES (Preferred Redeemable Increased
   Dividend Equity Securities), SAILS (Stock Appreciation
   Income Linked Securities), TECONS (Term Convertible Notes),
   QICS (Quarterly Income Cumulative Securities) and DECS
   (Dividend Enhanced Convertible Securities).  ACES, PEPS,
   PRIDES, SAILS, TECONS, QICS, and DECS all have the following
   features:  they are company-issued convertible preferred
   stock; unlike PERCS, they do not have capital appreciation
   limits; they seek to provide the investor with high current
   income, with some prospect of future capital appreciation;
   they are typically issued with three to four-year
   maturities; they typically have some built- in call
   protection for the first two to three years; investors
   have the right to convert them into shares of common stock
   at a preset conversion ratio or hold them until maturity;
   and upon maturity, they will automatically convert to either
   cash or a specified number of shares of common stock.
   
   ACCOUNTING AND TAX ISSUES
   
    When a Fund writes a call, or purchases a put option, an
   amount equal to the premium received or paid by it is
   included in the Fund's assets and liabilities as an asset
   and as an equivalent liability.
   
    In writing a call, the amount of the liability is
   subsequently "marked to market" to reflect the current
   market value of the option written.  The current market
   value of a written option is the last sale price on the
   principal Exchange on which such option is traded or, in the
   absence of a sale, the mean between the last bid and asked
   prices.  If an option which a Fund has written expires on
   its stipulated expiration date, the Fund recognizes a
   capital gain.  If a Fund enters into a closing purchase
   transaction with respect to an option which the Fund has
   written, the Fund realizes a gain (or loss if the cost of
   the closing transaction exceeds the premium received when
   the option was sold) without regard to any unrealized gain
   or loss on the underlying security, and the liability
   related to such option is extinguished.  If a call
   option which a Fund has written is exercised, the Fund
   realizes a capital gain or loss from the sale of the
   underlying security and the proceeds from such sale are
   increased by the premium originally received.
   
    The premium paid by a Fund for the purchase of a put
   option is recorded in the Fund's assets and liabilities as
   an investment and subsequently adjusted daily to the current
   market value of the option.  For example, if the current
   market value of the option exceeds the premium paid, the
   excess would be unrealized appreciation and, conversely, if
   the premium exceeds the current market value, such excess
   would be unrealized depreciation.  The current market value
   of a purchased option is the last sale price on the
   principal Exchange on which such option is traded or, in the
   absence of a sale, the mean between the last bid and asked
   prices.  If an option which a Fund has purchased expires on
   the stipulated expiration date, the Fund realizes a
   short-term or long-term capital loss for federal income tax
   purposes in the amount of the cost of the option.  If a Fund
   exercises a put option, it realizes a capital gain or loss
   (long-term or short-term, depending on the holding period of
   the underlying security) from the sale of the underlying
   security and the proceeds from such sale will be decreased
   by the premium originally paid.
   
   Options on Certain Stock Indices
    Accounting for options on certain stock indices will be in
   accordance with generally accepted accounting principles. 
   The amount of any realized gain or loss on closing out such
   a position will result in a realized gain or loss for tax
   purposes.  Such options held by a Fund at the end of each
   fiscal year on a broad-based stock index will be required to
   be "marked to market" for federal income tax purposes. 
   Generally, 60% of any net gain or loss recognized on such
   deemed sales or on any actual sales will be treated as
   long-term capital gain or loss, and the remainder will be
   treated as short-term capital gain or loss.
   
   Other Tax Requirements
      
    Each Fund, other than International Small Cap Fund, has
   qualified, and intends to continue to qualify, as a
   regulated investment company under Subchapter M of the Code. 
   International Small Cap Fund intends to qualify as a
   regulated investment company under Subchapter M of the Code. 
   As such, a Fund will not be subject to federal income tax,
   or to any excise tax, to the extent its earnings are
   distributed as provided in the Code and it satisfies other
   requirements relating to the sources of its income and
   diversification of its assets.  
   
    In order to qualify as a regulated investment company for
   federal income tax purposes, each Fund must meet certain
   specific requirements, including:
   
    (i)  The Fund must maintain a diversified portfolio of
   securities, wherein no security (other than U.S. government
   securities and securities of other regulated investment
   companies) can exceed 25% of the Fund's total assets, and,
   with respect to 50% of the Fund's total assets, no
   investment (other than cash and cash items, U.S. Government
   securities and securities of other regulated investment
   companies) can exceed 5% of the Fund's total assets;
   
    (ii) The Fund must derive at least 90% of its gross income
   from dividends, interest, payments with respect to
   securities loans, and gains from the sale or disposition of
   stock and securities or foreign currencies, or other income
   derived with respect to its business of investing in such
   stock, securities, or currencies;
   
    (iii)     The Fund must distribute to its shareholders at
   least 90% of its net investment income and net tax-exempt
   income for each of its fiscal years, and
   
    (iv) The Fund must realize less than 30% of its gross
   income for each fiscal year from gains from the sale of
   securities and certain other assets that have been held by
   the Fund for less than three months ("short-short income"). 
   The Taxpayer Relief Act of 1997 (the "1997 Act") repealed
   the 30% short-short income test for tax years of regulated
   investment companies beginning after August 5, 1997;
   however, this rule may have continuing effect in some states
   for purposes of classifying the Fund as a regulated
   investment company.
   
    The Code requires the Funds to distribute at least 98% of
   its taxable ordinary income earned during the calendar year
   and 98% of its capital gain net income earned during the 12
   month period ending October 31 (in addition to amounts from
   the prior year that were neither distributed nor taxed to a
   Fund) to you by December 31 of each year in order to avoid
   federal excise taxes.  The Funds intend as a matter of
   policy to declare and pay sufficient dividends in December
   or January (which are treated by you as received in
   December) but does not guarantee and can give no assurances
   that its distributions will be sufficient to eliminate all
   such taxes.
   
    The straddle rules of Section 1092 may apply.  Generally,
   the straddle provisions require the deferral of losses to
   the extent of unrecognized gains related to the offsetting
   positions in the straddle.  Excess losses, if any, can be
   recognized in the year of loss.  Deferred losses will be
   carried forward and recognized in the year that unrealized
   losses exceed unrealized gains.
   
    The federal income tax rules governing the taxation of
   interest rate swaps are not entirely clear and may require
   Global Bond Fund to treat payments received under such
   arrangements as ordinary income and to amortize such
   payments under certain circumstances.  Global Bond Fund will
   limit its activity in this regard in order to maintain its
   qualification as a regulated investment company.
   
    The 1997 Act has also added new provisions for dealing
   with transactions that are generally called "Constructive
   Sale Transactions."  Under these rules, the Fund must
   recognize gain (but not loss) on any constructive sale of an
   appreciated financial position in stock, a partnership
   interest or certain debt instruments.  The Fund will
   generally be treated as making a constructive sale when it: 
   1) enters into a short sale on the same or substantially
   identical property; 2) enters into an offsetting notional
   principal contract; or 3) enters into a futures or forward
   contract to deliver the same or substantially identical
   property.  Other transactions (including certain financial
   instruments called collars) will be treated as constructive
   sales as provided in Treasury regulations to be published. 
   There are also certain exceptions that apply for
   transactions that are closed before the end of
   the 30th day after the close of the taxable year.
   
    Investment in Foreign Currencies and Foreign Securities--
   The Funds are authorized to invest certain limited amounts
   in foreign securities.  Such investments, if made, will have
   the following additional tax consequences to each Fund:
   
    Under the Code, gains or losses attributable to
   fluctuations in foreign currency exchange rates which occur
   between the time a Fund accrues income (including
   dividends), or accrues expenses which are denominated in a
   foreign currency, and the time a Fund actually collects such
   income or pays such expenses generally are treated as
   ordinary income or loss.  Similarly, on the disposition of
   debt securities denominated in a foreign currency and on the
   disposition of certain options, futures, forward contracts,
   gain or loss attributable to fluctuations in the value of
   foreign currency between the date of acquisition of the
   security or contract and the date of its disposition are
   also treated as ordinary gain or loss.  These gains or
   losses, referred to under the Code as "Section 988" gains or
   losses, may increase or decrease the amount of a Fund's net
   investment company taxable income, which, in turn, will
   affect the amount of income to be distributed to you by a
   Fund.
   
    If a Fund's Section 988 losses exceed a Fund's other net
   investment company taxable income during a taxable year, a
   Fund generally will not be able to make ordinary dividend
   distributions to you for that year, or distributions made
   before the losses were realized will be recharacterized as
   return of capital distributions of federal income tax
   purposes, rather than as an ordinary dividend or capital
   gain distribution.  If a distribution is treated as a return
   of capital, your tax basis in your Fund shares will be
   reduced by a like amount (to the extent of such basis), and
   any excess of the distribution over your tax basis in your
   Fund shares will be treated as capital gain to you.
   
    The 1997 Act generally requires that foreign income be
   translated into U.S. dollars at the average exchange rate
   for the tax year in which the transactions are conducted. 
   Certain exceptions apply to taxes paid more than two years
   after the taxable year to which they relate.  This new law
   may require a Fund to track and record adjustments to
   foreign taxes paid on foreign securities in which it
   invests.  Under a Fund's current reporting procedure,
   foreign security transactions are recorded generally at the
   time of each transaction using the foreign currency spot
   rate available for the date of each transaction. 
   Under the new law, a Fund will be required to record a
   fiscal year end (and at calendar year end for excise tax
   purposes) an adjustment that reflects the difference between
   the spot rates recorded for each transaction and the
   year-end average exchange rate for all of a Fund's foreign
   securities transactions.  There is a possibility that the
   mutual fund industry will be given relief from this new
   provision, in which case no year-end adjustments will be
   required.
   
    The Funds may be subject to foreign withholding taxes on
   income from certain of its foreign securities.  If more than
   50% of the total assets of a Fund at the end of its fiscal
   year are invested in securities of foreign corporations, a
   Fund may elect to pass-through to you your pro rata share of
   foreign taxes paid by a Fund.  If this election is made, you
   will be: (i) required to include in your gross income your
   pro rata share of foreign source income (including any
   foreign taxes paid by a Fund); and (ii) entitled to either
   deduct your share of such foreign taxes in computing your
   taxable income or to claim a credit for such taxes against
   your U.S. income tax, subject to certain limitations under
   the Code.  You will be informed by a Fund at the end of each
   calendar year regarding the availability of any such foreign
   tax credits and the amount of foreign source income
   (including any foreign taxes paid by a
   Fund).  If a Fund elects to pass-through to you the foreign
   income taxes that it has paid, you will be informed at the
   end of the calendar year of the amount of foreign taxes paid
   and foreign source income that must be included on your
   federal income tax return.  If a Fund invests 50% or less of
   its total assets in securities of foreign corporations, it
   will not be entitled to pass-through to you your pro-rata
   shares of foreign taxes paid by a Fund.  In this case, these
   taxes will be taken as a deduction by a Fund, and the income
   reported to you will be the net amount after these
   deductions.  The 1997 Act also simplifies the procedures by
   which investors in funds that invest in foreign securities
   can claim tax credits on their individual income tax returns
   for the foreign taxes paid by a Fund.  These provisions will
   allow investors who pay foreign taxes of $300 or less on a
   single return or $600 or less on a joint return during any
   year (all of which must be reported on IRS Form 1099-DIV
   from a Fund to the investor) to claim a tax credit against
   their U.S. federal income tax for the amount of foreign
   taxes paid by a Fund.  This process will allow you, if
   you qualify, to bypass the burdensome and detailed reporting
   requirements on the foreign tax credit schedule (Form 1116)
   and report your foreign taxes paid directly on page 2 of
   Form 1040.  You should note that this simplified procedure
   will not be available until calendar year 1998.
   
    Investment in Passive Foreign Investment Company
   securities--The Funds may invest in shares of foreign
   corporations which may be classified under the Code as
   passive foreign investment companies ("PFICs").  In general,
   a foreign corporation is classified as a PFIC if at least
   one-half of its assets constitute investment-type assets or
   75% or more of its gross income is investment-type income. 
   If a Fund receives an "excess distribution" with respect to
   PFIC stock, the Fund itself may be subject to U.S. federal
   income tax on a portion of the distribution, whether or not
   the corresponding income is distributed by a Fund to you. 
   In general, under the PFIC rules, an excess distribution is
   treated as having been realized ratably over the period
   during which a Fund held the PFIC shares.  A Fund itself
   will be subject to tax on the portion, if any, of an excess
   distribution that is so allocated to prior Fund taxable
   years, and an interest factor will be added to the tax, as
   if the tax had been payable in such prior taxable years.  In
   this case, you would not be permitted to claim a credit on
   your own tax return for the tax paid by a Fund.  Certain
   distributions from a PFIC as well as gain from
   the sale of PFIC shares are treated as excess distributions. 
   Excess distributions are characterized as ordinary income
   even though, absent application of the PFIC rules, certain
   distribution might have been classified as capital gain. 
   This may have the effect of increasing Fund distributions to
   you that are treated as ordinary dividends rather than
   long-term capital gain dividends.
   
    A Fund may be eligible to elect alternative tax treatment
   with respect to PFIC shares.  Under an election that
   currently is available in some circumstances, a Fund
   generally would be required to include in its gross income
   its share of the earnings of a PFIC on a current basis,
   regardless of whether distributions are received from the
   PFIC during such period.  If this election were made, the
   special rules, discussed above, relating to the taxation of
   excess distributions, would not apply.  In addition, the
   1997 Act provides for another election that would  involve
   marking-to-market the Fund's PFIC shares at the end of each
   taxable year (and on certain other dates as prescribed in
   the Code), with the result that unrealized gains would be
   treated as though they were realized.  The Fund would
   also be allowed an ordinary deduction for the excess, if
   any, of the adjusted basis of its investment in the PFIC
   stock over its fair market value at the end of the taxable
   year.  This deduction would be limited to the amount of any
   net mark-to- market gains previously included with respect
   to that particular PFIC security.  If a Fund were to make
   this second PFIC election, tax at the Fund level under the
   PFIC rules would generally be eliminated.
   
    The application of the PFIC rules may affect, among other
   things, the amount of tax payable by a Fund (if any), the
   amounts distributable to you by a Fund, the time at which
   these distributions must be made, and whether these
   distributions will be classified as ordinary income or
   capital gain distributions to you.
   
    You should be aware that it is not always possible at the
   time shares of a foreign corporation are acquired to
   ascertain that the foreign corporation is a PFIC, and that
   there is always a possibility that a foreign corporation
   will become a PFIC after a Fund acquires shares in that
   corporation.  While a Fund will generally seek to avoid
   investing in PFIC shares to avoid the tax consequences
   detailed above, there are no guarantees that it will do so
   and it reserves the right to make such investments as a
   matter of its fundamental investment policy.
   
    Most foreign exchange gains are classified as ordinary
   income which will be taxable to you as such when
   distributed.  Similarly, you should be aware that any
   foreign exchange losses realized by a Fund, including any
   losses realized on the sale of foreign debt securities, are
   generally treated as ordinary losses for federal income tax
   purposes.  This treatment could increase or reduce a Fund's
   income available for distribution to you, and may cause some
   or all of a Fund's previously distributed income to be
   classified as a return of capital.
       
   PERFORMANCE INFORMATION
      
    From time to time, each Fund may state its Classes' total
   return in advertisements and other types of literature.  Any
   statement of total return performance data for a Class will
   be accompanied by information on the average annual
   compounded rate of return for that Class over, as relevant,
   the most recent one-, five- and ten-year (or life of fund,
   if applicable) periods.  Each Fund may also advertise
   aggregate and average total return information for its
   Classes over additional periods of time.  In addition, each
   Fund may include illustrations showing the power of
   compounding in advertisements and other types of literature
       
    In presenting performance information for Class A Shares,
   the Limited CDSC, applicable only to certain redemptions of
   those shares, will not be deducted from any computation of
   total return.  See the Prospectuses for the Fund Classes for
   a description of the Limited CDSC and the limited instances
   in which it applies.  All references to a CDSC in this
   Performance Information section will apply to Class B Shares
   or Class C Shares.
   
    The average annual total rate of return for each Class is
   based on a hypothetical $1,000 investment that includes
   capital appreciation and depreciation during the stated
   periods.  The following formula will be used for the actual
   computations:
   
                                       n
                               P(1 + T) = ERV
                                             
   Where:    P  =   a hypothetical initial purchase order of
                    $1,000 from which, in the case of only
                    Class A Shares, the maximum front-end sales
                    charge is deducted;
   
             T =    average annual total return;
   
             n =    number of years;
   
           ERV =    redeemable value of the hypothetical $1,000
                    purchase at the end of the period after the
                    deduction of the applicable CDSC, if any,
                    with respect to Class B Shares 
                    and Class C Shares.
   
   
    Aggregate or cumulative total return is calculated in a
   similar manner, except that the results are not annualized. 
   Each calculation assumes the maximum front-end sales charge,
   if any, is deducted from the initial $1,000 investment at
   the time it is made with respect to Class A Shares and that
   all distributions are reinvested at net asset value, and,
   with respect to Class B Shares and Class C Shares, reflects
   the deduction of the CDSC that would be applicable upon
   complete redemption of such shares.  In addition, each Fund
   may present total return information that does not reflect
   the deduction of the maximum front-end sales charge or any
   applicable CDSC.
   
    The performance of each Class of the International Equity,
   Global Bond, Global Assets and Emerging Markets Funds, as
   shown below, is the average annual total return or aggregate
   total return quotations, as applicable, through November 30,
   1996.  
   
    The total return for Class A Shares at offer reflects the
   maximum front-end sales charge of 4.75% paid on the purchase
   of shares.  The total return for Class A Shares at net asset
   value (NAV) does not reflect the payment of any front-end
   sales charge.  The total return for Class B Shares and Class
   C Shares including deferred sales charge reflects the
   deduction of the applicable CDSC that would be paid if the
   shares were redeemed on November 30, 1996.  The total return
   for Class B Shares and Class C Shares excluding deferred
   sales charge assumes the shares were not redeemed on
   November 30, 1996 and, therefore, does not reflect the
   deduction of a CDSC.
      
    Securities prices fluctuated during the periods covered
   and the past results should not be considered as
   representative of future performance.  Performance
   information for International Small Cap Fund and Global
   Equity Fund is not provided because those Funds were not
   operating on November 30, 1997.
       
                        Average Annual Total Return(1)
                   
                   International International International 
                   Equity Fund    Equity Fund   Equity Fund
                    A Class       A Class     Institutional
                   (at Offer)(2)  (at NAV)        Class (3)
   1 year ended
   11/30/96           18.29%            24.22%         24.68%
   
   3 years ended
   11/30/96           11.82%            13.64%         13.97%
   
   5 years ended
   11/30/96           11.43%            12.52%         12.79%
   
   Period 10/31/91(4)
   through 11/30/96   10.45%            11.51%         11.78%
      
   (1)   Beginning December 1, 1995, the Manager had elected
   voluntarily to waive that portion, if any, of the annual
   management fees payable by International Equity Fund and to
   pay the Fund's expenses to the extent necessary to ensure
   that the Total Operating Expenses of International Equity
   Fund A Class and International Equity Fund Institutional
   Class do not exceed 1.85% and 1.55%, respectively (exclusive
   of taxes, interest, brokerage commissions and extraordinary
   expenses, but inclusive of applicable 12b-1 expenses),
   through May 31, 1998.  From June 1, 1994 through November
   30, 1994, a waiver and reimbursement commitment was in place
   to ensure that Total Operating Expensesof International
   Equity Fund A Class and International EquityFund
   Institutional Class did not exceed 1.50% (exclusive
   of taxes, interest, brokerage commissions, extraordinary
   expenses and 12b-1 expenses) through November 30, 1994. 
   Prior to June 1, 1994, a waiver and reimbursement commitment
   was in place to ensure that expenses did not exceed 0.95%
   (exclusive of taxes,interest, brokerage commissions,
   extraordinary expenses, and 12b-1 expenses) for
   International Equity Fund A Class and International Equity
   Fund Institutional Class.  In the absence of such waiver,
   performance would have been affected negatively.
       
   (2)   Prior to November 29, 1995, the maximum front-end
   sales charge was 5.75%.  Effective November 29, 1995, the
   maximum front-end sales charge was reduced to 4.75%.  The
   above performance numbers are calculated using 4.75% as the
   applicable sales charge, and are more favorable than they
   would have been had they been calculated using the former
   front-end sales charge.
   
   (3)   Date of initial public offering of International
   Equity Fund Institutional Class was November 9, 1992. 
   Pursuant to applicable regulation, total return shown for
   International Equity Fund Institutional Class for the
   periods prior to the commencement of operations of such
   Class is calculated by taking the performance of
   International Equity Fund A Class and adjusting it to
   reflect the elimination of all front-end sales
   charges.  However, for those periods, no adjustment has been
   made to eliminate the impact of 12b-1 payments, and
   performance would have been affected had such an adjustment
   been made.
   
   (4)   Date of initial public offering of International
   Equity Fund A Class.
   
              Average Annual Total Return (1)
   
                International Equity    International Equity 
                  Fund B Class             Fund B Class
                 (Including                 (Excluding
               Deferred Sales              Deferred Sales 
                  Charge)                     Charge)
   1 year ended
   11/30/96          19.38%                       23.38%
   
   Period 9/6/94(2)
   through 11/30/96   8.49%                        9.70%
      
   (1)Beginning December 1, 1995, the Manager had elected
   voluntarily to waive that portion, if any, of the annual
   management fees payable by International Equity Fund and to
   pay the Fund's expenses to the extent necessary to ensure
   that the Total Operating Expenses of International Equity
   Fund B Class do not exceed 2.55% (exclusive of taxes,
   interest, brokerage commissions and extraordinary expenses,
   but inclusive of applicable 12b-1 expenses) through May 31,
   1998.  From September 6, 1994 through November 30, 1994, a
   waiver and reimbursement commitment was in place to ensure
   that Total Operating Expenses of International Equity Fund B
   Class did not exceed 1.50% (exclusive of taxes, interest,
   brokerage commissions, extraordinary expenses and 12b-1
   expenses) through November 30, 1994.   In the absence of
   such waiver, performance would have been affected
   negatively.
       
   (2)   Date of initial public offering of International
   Equity Fund B Class.
   
   
                        Average Annual Total Return(1)
   
                      International      International
                          Equity           Equity 
                       Fund C Class      Fund C Class
                     (Including Deferred (Excluding Deferred 
                        Sales Charge)      Sales Charge)
    
   1 year ended
   11/30/96                   22.39%              23.39%
   
   Period 11/29/95 (2)        22.75%              22.75%
   through 11/30/96
      
   (1)   The Manager had elected voluntarily to waive that
   portion, if any, of the annual management fees payable by
   International Equity Fund and to pay the Fund's expenses to
   the extent necessary to ensure that the Total Operating
   Expenses of International Equity Fund C Class do not exceed
   2.55% (exclusive of taxes, interest, brokerage commissions
   and extraordinary expenses, but inclusive of applicable
   12b-1 expenses) through May 31, 1998.  In the absence of
   such waiver, performance would have been affected
   negatively.
       
   (2)   Date of initial public offering of International
   Equity Fund C Class.
   
   
                    Average Annual Total Return(1)
   
                    Global Bond   Global Bond   Global Bond     
    
                                             Fund
               Fund A Class  Fund A Class   Institutional
                (at Offer)      (at NAV)           Class
   1 year ended         
   11/30/96            8.92%          14.35%           14.68%
   
   Period 12/27/94(2)
   through 11/30/96    14.29%         17.21%          17.60%
      
   
   
   (1)   The Manager had elected to voluntarily waive that
  portion,
   if any, of the annual management fees payable by Global Bond
   Fund and to pay the Fund's expenses to ensure that the Total
   Operating Expenses of Class A Shares and Institutional Class
   shares of this Fund, respectively, do not exceed 1.25% and
   0.95% (in each case, exclusive of taxes, interest, brokerage
   commissions and extraordinary expenses, but inclusive of
   applicable 12b-1 expenses) through May 31, 1998.  In the
   absence of such waiver, performance would have been affected
   negatively.
       
   (2)   Date of initial public offering of Global Bond Fund A
   Class and Global Bond Fund Institutional Class.
   
   
                   Average Annual Total Return (1)     
   
                 Global Bond         Global Bond 
                 Fund B Class        Fund B Class
                  (Including          (Excluding
                Deferred Sales      Deferred Sales 
                    Charge)           Charge)
   1 year ended    
   11/30/96            9.51%                 13.51%
   
   Period 12/27/94(2)
   through 11/30/96    14.66%                16.47%
      
   (1)   The Manager had elected to voluntarily waive that
   portion,  if any, of the annual management fees payable by
   Global Bond Fund and to pay the Fund's expenses to ensure
   that the Total Operating Expenses of Class B Shares of this
   Fund do not exceed 1.95% (exclusive of taxes, interest,
   brokerage commissions and extraordinary expenses, but
   inclusive of applicable 12b-1 expenses) through May 31,
   1998. In the absence of such waiver, performance would have
   been affected negatively.
       
   (2)  Date of initial public offering of Global Bond Fund B
   Class.
                                      
                   Average Annual Total Return (1)     
   
                 Global Bond         Global Bond 
                 Fund C Class        Fund C Class
                  (Including          (Excluding
                Deferred Sales      Deferred Sales 
                    Charge)           Charge)
    
   1 year ended    
    11/30/96(2)         12.51%        13.51%
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Global Bond Fund and to pay the Fund's expenses to ensure
   that the Total Operating Expenses of Class C Shares of this
   Fund do not exceed 1.95% (exclusive of taxes, interest,
   brokerage commissions and extraordinary expenses, but
   inclusive of applicable 12b-1 expenses) through May 31,
   1998.  In the absence of such waiver, performance would have
   been affected negatively.
       
   (2)   Date of initial public offering of Global Bond Fund C
   Class was  November 29, 1995.  
   
   
                    Average Annual Total Return(1)
   
                  Global Assets Global Assets    Global Assets
               Fund A Class  Fund A Class   Institutional
                (at Offer)      (at NAV)           Class
   1 year ended
   11/30/96            12.59%         18.17%          18.38%
   
   Period 12/27/94(3)
   through 11/30/96    17.60%         20.62%          20.93%
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Global Assets Fund and to pay the Fund's expenses to ensure
   that the Total Operating Expenses of Class A Shares and
   Institutional Class shares, respectively, do not exceed
   1.25% and 0.95%, respectively, (in each case, exclusive of
   taxes, interest, brokerage commissions and extraordinary
   expenses, but inclusive of applicable 12b-1 expenses)
   through May 31, 1998.  In the absence of such waiver,
   performance would have been affected negatively.
       
   (2)   Prior to November 29, 1995, the maximum front-end
   sales charge was 5.75%.  Effective November 29, 1995, the
   maximum front-end sales charge was reduced to 4.75%.  The
   above performance numbers are calculated using 4.75% as the
   applicable sales charge, and are more favorable than they
   would have been had they been calculated using the former
   front-end sales charge.
   
   (3)   Date of initial public offering of Global Assets Fund
   A Class and Institutional Class.
   
   
                   Average Annual Total Return (1)     
   
                 Global Assets         Global Assets
                 Fund B Class        Fund B Class
                  (Including          (Excluding
                Deferred Sales      Deferred Sales 
                    Charge)           Charge)
   1 year ended
   11/30/96           13.32%                17.32%
   
   Period 12/27/94(2)
   through 11/30/96   18.01%                19.78%
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Global Assets Fund and to pay the Fund's expenses to ensure
   that the Total Operating Expenses of Class B Shares do not
   exceed 1.95% (exclusive of taxes, interest, brokerage
   commissions and extraordinary expenses, but inclusive of
   applicable 12b-1 expenses) through May 31, 1998.  In the
   absence of such waiver, performance would have been affected
   negatively.
       
   (2)   Date of initial public offering of Global Assets Fund
   B Class.
   
   
                   Average Annual Total Return (1)     
   
                 Global Assets         Global Assets
                 Fund C Class        Fund C Class
                  (Including          (Excluding
                Deferred Sales      Deferred Sales 
                    Charge)           Charge)
   1 year ended
   11/30/96(2)       16.33%                 17.33%
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Global Assets Fund and to pay the Fund's expenses to ensure
   that the Total Operating Expenses of Class C Shares of this
   Fund do not exceed 1.95% (exclusive of taxes, interest,
   brokerage commissions and extraordinary expenses, but
   inclusive of applicable 12b-1 expenses) through May 31,
   1998.  In the absence of such waiver, performance would have
   been affected negatively.
       
   (2)   Date of initial public offering of Global Assets Fund
   C Class was November 29, 1995. 
   
   
   
                    Aggregate Total Return(1)
   
                  Emerging     Emerging        Emerging
                  Markets     Markets         Markets Fund
              Fund A Class  Fund A Class   Institutional
               (at Offer)       (at NAV)           Class
   
   Period 6/10/96(2)
   through 11/30/96 (5.05%)      (0.30%)          (0.10%)
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Emerging Markets Fund and to pay the Fund's expenses
  toensure that the Total Operating Expenses of Class A Shares
   and Institutional Class shares, respectively, do not exceed
   2.00% and 1.70%, respectively (in each case, exclusive of
   taxes, interest, brokerage commissions and extraordinary
   expenses, but inclusive of applicable 12b-1 expenses),
   through May 31, 1998.  In the absence of such waiver,
   performance would have been affected negatively.
       
   (2)   Date of initial public offering of Emerging Markets
   Fund A Class and Emerging Markets Fund Institutional Class;
   total return for this short of a time period may not be
   representative of longer term results.
   
                        Aggregate Total Return(1)
   
                 Emerging Markets     Emerging Markets
                 Fund B Class        Fund B Class
                  (Including          (Excluding
                Deferred Sales      Deferred Sales 
                    Charge)           Charge)
   
   Period 6/10/96(2)
   through 11/30/96  (4.58%)              (0.60%)
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Emerging Markets Fund and to pay the Fund's expenses to
   ensure that the Total Operating Expenses of Class B Shares
   of this Fund do not exceed 2.70% (exclusive of taxes,
   interest, brokerage commissions and extraordinary expenses,
   but inclusive of applicable 12b-1 expenses) through May 31,
   1998.  In the absence of such waiver, performance would have
   been affected negatively.
       
   (2)   Date of initial public offering of Emerging Markets
   Fund B Class; total return for this short of a time period
   may not be representative of longer term results.
   
   
   
                        Aggregate Total Return(1)
   
                 Emerging Markets     Emerging Markets
                 Fund C Class        Fund C Class
                  (Including          (Excluding
                Deferred Sales      Deferred Sales 
                    Charge)           Charge)
   Period 6/10/96(2)
   through 11/30/96 (1.59%)              (0.60%)
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Emerging Markets Fund and to pay the Fund's expenses to
   ensure that the Total Operating Expenses of Class C Shares
   of this Fund do not exceed 2.70% (exclusive of taxes,
   interest, brokerage commissions and extraordinary expenses,
   but inclusive of applicable 12b-1 expenses) through May 31,
   1998.  In the absence of such waiver, performance would have
   been affected negatively.
       
   (2)   Date of initial public offering of Emerging Markets
   Fund C Class; total return for this short of a time period
   may not be representative of longer term results.
   
       Each Fund may also state total return performance for
   its Classes in the form of an average annual return.  This
   average annual return figure will be computed by taking the
   sum of a Class' annual returns, then dividing that figure by
   the number of years in the overall period indicated.  The
   computation will reflect the impact of the maximum front-end
   sales charge or CDSC, if any, paid on the illustrated
   investment amount against the first year's return.  From
   time to time, each Fund may quote actual total return
   performance for its Classes in advertising and other types
   of literature compared to indices or averages of alternative
   financial products available to prospective investors.  For
   example, the performance comparisons may include the average
   return of various bank instruments, some of which may carry
   certain return guarantees offered by leading banks and
   thrifts as monitored by Bank Rate Monitor, and those of
   generally-accepted corporate bond and government security
   price indices of various durations prepared by Lehman
   Brothers and Salomon Brothers, Inc.  These indices
   are not managed for any investment goal.  
   
       Total return performance for a Class will be computed by
   adding all reinvested income and realized securities profits
   distributions plus the change in net asset value during a
   specific period and dividing by the offering price at the
   beginning of the period.  It will also reflect, as
   applicable, the maximum front-end sales charge or CDSC paid
   with respect to the illustrated investment amount, but
  notany income taxes payable by shareholders on the reinvested
   distributions included in the calculation.  Because
   securities prices fluctuate, past performance should not be
   considered as a representation of the results which may be
   realized from an investment in a Fund in the future.
   
       From time to time, each Fund may also quote its Classes'
   actual total return performance, dividend results and other
   performance information in advertising and other types of
   literature and may compare that information to, or may
   separately illustrate similar information reported by, the
   Standard & Poor's 500 Stock Index and the Dow Jones
   Industrial Average and other unmanaged indices.
   
       The Standard & Poor's 500 Stock Index and the Dow Jones
   Industrial Average are industry-accepted unmanaged indices
   of generally-conservative securities used for measuring
   general market performance.  The total return performance
   reported for these indices will reflect the reinvestment of
   all distributions on a quarterly basis and market price
   fluctuations.  The indices do not take into account any
   sales charges or other fees.
   
       As stated in the Prospectuses, Global Bond Fund may also
   quote the current yield of each of its Classes in
   advertisements and investor communications.
   
       The yield computation is determined by dividing the net
   investment income per share earned during the period by the
   maximum offering price per share on the last day of the
   period and annualizing the resulting figure, according to
   the following formula.
   
                                         a-b      6
                           YIELD =  2[(  ----  + 1)  - 1]
                                         cd  
   
       Where:   a = dividends and interest earned during
                    the period;
   
                b = expenses accrued for the period (net
                    of reimbursements);
   
                c = the average daily number of shares
                    outstanding during the period that
                    were entitled to receive dividends;
   
                d = the maximum offering price per share
                    on the last day of the period.
   
       The above formula will be used in calculating quotations
   of yield, based on specific 30-day periods identified in
   advertising by Global Bond Fund.  Yield assumes the maximum
   front-end sales charge, if any, and does not reflect the
   deduction of any CDSC or Limited CDSC.  The yields of Global
   Bond Fund A Class, Global Bond Fund B Class, Global Bond
   Fund C Class and Global Bond Fund Institutional Class as of
   November 30, 1996 were 4.82%, 4.34%, 4.34% and 5.34%,
   respectively, reflecting the waiver of fees by the Manager. 
   Actual yield may be affected by variations in sales charges
   on investments.
   
       Past performance, such as reflected in quoted yields,
   should not be considered as representative of the results
   which may be realized from an investment in a Fund in the
   future.  Investors should note that the income earned and
   dividends paid by Global Bond Fund and Global Assets Fund
   will vary with the fluctuation of interest rates and
   performance of the portfolio to the extent of a Fund's
   investments in debt securities.  The net asset value of any
   Fund may change. Unlike money market funds, the Funds invest
   in longer-term securities that fluctuate in value and do so
   in a manner inversely correlated with changing interest
   rates.  A Fund's net asset value will tend to rise when
   interest rates fall.  Conversely, a Fund's net asset value
   will tend to fall as interest rates rise.  Normally,
   fluctuations in interest rates have a greater effect
   on the prices of longer-term bonds.  The value of the
   securities held in a Fund will vary from day to day and
   investors should consider the volatility of a Fund's net
   asset value as well as its yield before making a decision to
   invest.
   
       Statistical and performance information and various
   indices compiled and maintained by organizations such as the
   following, may also be used in preparing exhibits comparing
   certain industry trends to comparable activity and
   performance of the Funds and in illustrating general
   financial planning principles.  Any indices used are not
   managed for any investment goal.
   
       CDA Technologies, Inc. is a performance evaluation
   service that maintains a statistical database of
   performance, as reported by a diverse universe of
   independently-managed mutual
   funds.
   
       Ibbotson Associates, Inc. is a consulting firm that
   provides a variety of historical data including total
   return, capital appreciation and income on the stock market
   as well as other investment asset classes, and inflation. 
   With their permission, this information will be used
   primarily for comparative purposes and to illustrate general
   financial planning principles.
   
       Interactive Data Corporation is a statistical access
   service that maintains a database of various international
   industry indicators, such as historical and current
   price/earning information, individual equity and
   fixed-income price and return information.
   
       Compustat Industrial Databases, a service of Standard &
   Poor's, may also be used in preparing performance and
   historical stock and bond market exhibits.  This firm
   maintains fundamental databases that provide financial,
   statistical and market information covering more than 7,000
   industrial and non- industrial companies.
   
       Russell Indexes is an investment analysis service that
   provides both current and historical stock performance
   information, focusing on the business fundamentals of those
   firms issuing the security.
   
       Morgan Stanley Capital International is a statistical
   and research firm that maintains a statistical database of
   international securities.  This firm also compiles and
   maintains a number of unmanaged indices of international
   securities.  These indices are designed to measure the
   performance of the stock markets of the USA, Europe, Canada,
   Mexico, Australia and the Far East, and that of
   international industry groups.
   
       FT-Actuaries World Indices are jointly compiled by The
   Financial Times, Ltd.; Goldman, Sachs & Co.; and Wood
   Mackenzie & Co., Ltd. in conjunction with the Institute of
   Actuaries and the Faculty of Actuaries.  Indices maintained
   by this group primarily focus on compiling statistical
   information on international financial markets and industry
   sectors, stock and bond issues and certain fundamental
   information about the companies issuing the securities. 
   Statistical information on international currencies is also
   maintained.
   
       Salomon Brothers is a statistical research firm that
   maintains databases of international markets and bond
   markets (corporate and government-issued securities).  This
   information, as well as unmanaged indices compiled and
   maintained by Salomon, will be used in preparing comparative
   illustrations. In addition, the performance of multiple
   indices compiled and maintained by these firms may be
   combined to create a blended performance result for
   comparative performances.  Generally, the indices selected
   will be representative of the types of securities in which
   the Funds may invest and the assumptions that were used in
   calculating the blended performance will be described.  
   
       Comparative information on the Consumer Price Index may
   also be included.  The Consumer Price Index, as prepared by
   the U.S. Bureau of Labor Statistics, is the most commonly
   used measure of inflation.  It indicates the cost
   fluctuations of a representative group of consumer goods. 
   It does not represent a return from an investment.
   
       Current interest rate and yield information on
   government debt obligations of various durations, as
   reported weekly by the Federal Reserve (Bulletin H.15), may
   also be used.  As well, current industry rate and yield
   information on all industry available fixed-income
   securities, as reported weekly by The Bond Buyer, may also
   be used in preparing comparative illustrations.
   
       Each Fund may also promote its Classes' yield and/or
   total return performance and use comparative performance
   information computed by and available from certain industry
   and general market research and publications, such as Lipper
   Analytical Services, Inc., IBC/Donoghue's Money Market
   Report andMorningstar, Inc.
   
       The following tables are examples, for purposes of
   illustration only, of cumulative total return performance
   for each Class of the International Equity, Global Bond,
   Global Assets and Emerging Markets Funds through November
   30, 1996.  The calculations assume the reinvestment of any
   realized securities profits, distributions and income
   dividends paid during the indicated periods.  The
   performance also reflects maximum sales charges, if any, but
   not any income taxes payable by shareholders on the
   reinvested distributions included in the calculations.  The
   performance of Class A Shares may also be shown without
   reflecting the impact of any front-end sales charge.  The
   performance of Class B Shares and Class C Shares
   is calculated both with the applicable CDSC included and
   excluded.  The net asset value of a class fluctuates so
   shares, when redeemed, may be worth more or less than the
   original investment, and a class' results should not be
   considered as representative of future performance.  
   
                               Cumulative Total Return(1) 
   
                         International       International
                          Equity Fund         Equity Fund
                            A Class          Institutional
                         (at Offer)(2)         Class(3)
   3 months ended
   11/30/96                5.18%               10.51%
   
   6 months ended
   11/30/96                5.79%(4)            11.26%
   
   9 months ended
   11/30/96               10.00%               15.79%
   
   1 year ended
   11/30/96               18.29%               24.68%
   
   3 years ended
   11/30/96               39.80%               48.03%
   
   5 years ended
   11/30/96               71.82%               82.57%
   
   Period 10/31/91(5)
   through 11/30/96       65.77%               76.18%
      
   (1)   Beginning December 1, 1995, the Manager had elected
   voluntarily to waive that portion, if any, of the annual
   management fees payable by International Equity Fund and to
   pay the Fund's expenses to the extent necessary to ensure
   that the Total Operating Expenses of International Equity
   Fund A Class and International Equity Fund Institutional
   Class do not exceed 1.85% and 1.55%, respectively (exclusive
   of taxes, interest, brokerage commissions and extraordinary
   expenses, but inclusive of applicable 12b-1 expenses),
   through May 31, 1998.  From June 1, 1994 through November
   30, 1994, a waiver and reimbursement commitment was in place
   to ensure that Total Operating Expenses of International
   Equity Fund A Class and International Equity Fund
   Institutional Class did not exceed 1.50% (exclusive of
   taxes, interest, brokerage commissions, extraordinary
   expenses and 12b-1 expenses) through November 30, 1994. 
   Prior to June 1, 1994, a waiver and reimbursement
   commitment was in place to ensure that expenses did not
   exceed 0.95% (exclusive of taxes, interest, brokerage
   commissions, extraordinary expenses, and 12b expenses) for
   International Equity Fund A Class and International Equity
   Fund Institutional Class.  In the absence of such waiver,
   performance would have been affected negatively.
       
   (2)   Prior to November 29, 1995, the maximum front-end
   sales charge was 5.75%.  Effective November 29, 1995, the
   maximum front-end sales charge was reduced to 4.75%.  The
   above performance numbers are calculated using 4.75% as the
   applicable sales charge, and are more favorable than they
   would have been had they been calculated using the former
   front-end sales charge.
   
   (3)   Date of initial public offering of International
   Equity Fund  Institutional Class was November 9, 1992. 
   Pursuant to applicable regulation, total return shown for
   International Equity Fund Institutional Class for the
   periods prior to the commencement of operations of such
   Class is calculated by taking the performance of
   International Equity Fund A Class and adjusting it to
   reflect the elimination of all front-end sales charges. 
   However, for those periods, no adjustment has been made to
   eliminate the impact of 12b-1 payments, and performance
   would have been affected had such an adjustment been made.
   
   (4)   For the six months ended November 30, 1996, cumulative
   total return for International Equity Fund A Class at net
   asset value was 11.07%.
   
   (5)   Date of initial public offering of International
   Equity Fund A Class.
   
                   Cumulative Total Return (1)
   
                        International       International 
                            Equity              Equity 
                         Fund B Class        Fund B Class
                          (Including          (Excluding
                        Deferred Sales      Deferred Sales
                            Charge)             Charge)
    3 months ended
    11/30/96               6.30%               10.30%
   
    6 months ended
    11/30/96               6.72%               10.72%
   
    9 months ended
    11/30/96              10.98%               14.98%
   
    1 year ended
    11/30/96              19.38%               23.38%
   
    Period 9/6/94(2)
    through 11/30/96      19.99%               22.99%
      
   (1)   Beginning December 1, 1995, the Managerhad elected
   voluntarily to waive that portion, if any, of the annual
   management fees payable by International Equity Fund and to
   pay the Fund's expenses to the extent necessary to ensure
   that the Total Operating Expenses of International Equity
   Fund B Class do not exceed 2.55% (exclusive of taxes,
   interest, brokerage commissions and extraordinary expenses,
   but inclusive of applicable 12b-1 expenses) through May 31,
   1998.  From September 6, 1994 through November 30, 1994, a
   waiver and reimbursement commitment was in place to ensure
   that Total Operating Expenses of International Equity Fund B
   Class did not exceed 1.50% (exclusive of taxes, interest,
   brokerage commissions, extraordinary expenses and 12b-1
   expenses) through November 30, 1994. 
       
   (2)   Date of initial public offering ofInternational Equity
   Fund B Class.
   
   
                           Cumulative Total Return (1) 
   
                        International       International 
                            Equity              Equity 
                         Fund C Class        Fund C Class
                          (Including          (Excluding 
                           Deferred            Deferred 
                         Sales Charge)       Sales Charge)
    3 months ended
    11/30/96               9.23%               10.23%
   
    6 months ended
    11/30/96               9.73%               10.73%
   
    9 months ended
    11/30/96              13.92%               14.92%
   
    1 year ended
    11/30/96(2)           22.39%               23.39%
      
   (1)   The Manager had elected voluntarily to waive that
   portion, if any, of the annual management fees payable by
   International Equity Fund and to pay the Fund's expenses to
   the extent necessary to ensure that the Total Operating
   Expenses of International Equity Fund C Class do not exceed
   2.55% (exclusive of taxes, interest, brokerage commissions
   and extraordinary expenses, but inclusive of applicable
   12b-1 expenses) through May 31, 1998.  In the absence of
   such waiver, performance would have been affected
   negatively.
       
   (2)   Date of initial public offering of International
   Equity Fund C Class was November 29, 1995. 
   
   
                         Cumulative Total Return(1)
   
                     Global    Global   Global     Global
                     Bond      Bond     Bond       Bond
                     Fund      Fund     Fund       Fund
                     A Class   Insti-   B Class    B Class
                    (at Offer) tutional (Including (Excluding
                               Class      Deferred  Deferred 
                                         Sales      Sales
                                        Charge)     Charge)
   3 months ended
   11/30/96          1.25%      6.50%        2.15%      6.15%
   
   6 months ended
   11/30/96          6.07%(2)  11.52%        6.98%     10.98%
   
   9 months ended 
   11/30/96          6.72%     12.35%        7.52%     11.52%
   
   1 year ended
   11/30/96          8.92%     14.68%        9.51%     13.51%
   
   Period             
   12/27/94(3)
   through 
   11/30/96         29.38%     36.71%       30.20%     34.20%
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Global Bond Fund and to pay the Fund's expenses to the
   extent necessary to ensure that the Total Operating Expenses
   of the Class A Shares, Class B Shares and Institutional
   Class shares, respectively, do not exceed 1.25%, 1.95% and
   0.95% (in each case, exclusive of taxes, interest, brokerage
   commissions and extraordinary expenses, but inclusive of
   applicable 12b-1 expenses) through May 31, 1998.  In the
   absence of such waiver, performance would have been affected
   negatively.
       
   (2) For the six months ended November 30, 1996, cumulative
   total return for Global Bond Fund A Class at net asset value
   was 11.35%.
   
   (3) Date of initial public offering of Global Bond Fund A
   Class, Global Bond Fund Institutional Class and Global Bond
   Fund B Class.
   
                                 Cumulative Total Return(1)
   
                     Global Bond         Global Bond
                    Fund C Class        Fund C Class
                     (Including          (Excluding 
                      Deferred            Deferred 
                    Sales Charge)       Sales Charge)
      3 months ended
       11/30/96           5.18%              6.18%
   
      6 months ended
        11/30/96         9.93%               10.93%
  
      9 months ended
         11/30/96        10.47%              11.47%
   
      1 year ended
          11/30/96(2)    12.51%               13.51%
      
   (1)                   The Manager had elected voluntarily to
  waive that
   portion, if any, of the annual management fees payable by
   Global Bond Fund and to pay the Fund's expenses to the
   extent necessary to ensure that the Total Operating Expenses
   of Global Bond Fund C Class do not exceed 1.95% (exclusive
   of taxes, interest, brokerage commissions and extraordinary
   expenses, but inclusive of applicable 12b-1 expenses)
   through May 31, 1998.  In the absence of such waiver,
   performance would have been affected negatively.
       
   (2)    Date of initial public offering of Global Bond Fund C
   Class was November 29, 1995. 
   
   
                      Cumulative Total Return(1)
   
   
                      Cumulative Total Return(1)
   
                     Global    Global   Global     Global
                     Assets    Assets   Assets     Assets
                     Fund      Fund     Fund       Fund
                     A Class   Insti-   B Class    B Class
                    (at Offer) tutional (Including (Excluding
                               Class    Deferred   Deferred 
                                        Sales      Sales
                                        Charge)    Charge)
   3 months ended
   11/30/96           3.20%      8.35%     4.21%        8.21%
   
   6 months ended
   11/30/96           4.76%(3)  10.03%     5.62%        9.62%
   
   9 months ended
   11/30/96           7.12%     12.60%     7.81%       11.81%
   
   1 year  ended
   11/30/96          12.59%     18.38%    13.32%       17.32%
   
   Period 
   12/27/96(4)
   through 
   11/30/96          36.72%     44.28%    37.64%       41.64%
      
   (1)  The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Global Assets Fund and to pay the Fund's expenses to the
   extent necessary to ensure that the Total Operating Expenses
   of the Class A Shares, Class B Shares and Institutional
   Class shares, respectively, do not exceed 1.25%, 1.95% and
   0.95% (in each case, exclusive of taxes, interest, brokerage
   commissions and extraordinary expenses, but inclusive of
   applicable 12b-1 expenses) through May 31, 1998.  In the
   absence of such waiver, performance would have been affected
   negatively.
       
   (2)  Prior to November 29, 1995, the maximum front-end sales
   charge was 5.75%.  Effective November 29, 1995, the maximum
   front-end sales charge was reduced to 4.75%.  The above
   performance numbers are calculated using 4.75% as the
   applicable sales charge, and are more favorable than they
   would have been had they been calculated using the former
   front-end sales charge.
   
   (3)  For the six months ended November 30, 1996, cumulative
   total return for Global Assets Fund A Class at net asset
   value was 9.97%.
   
   (4)  Date of initial public offering of Global Assets Fund A
   Class, Global Assets Fund Institutional Class and Global
   Assets Fund B Class.
   
   
                       Cumulative Total Return(1)
   
                       Global              Global 
                       Assets              Assets
                    Fund C Class        Fund C Class
                     (Including          (Excluding 
                      Deferred            Deferred 
                    Sales Charge)       Sales Charge)
      3 months ended
      11/30/96           7.15%               8.15%
   
     6 months ended
      11/30/96           8.48%               9.48%
   
     9 months ended
       11/30/96          10.77%               11.77%
   
     1 year ended
       11/30/96(2)       16.33%                17.33%
      
   (1)  The Manager had elected voluntarily to waive that
   portion, if any, of the annual management fees payable by
   Global Assets Fund and to pay the Fund's expenses to the
   extent necessary to ensure that the Total Operating Expenses
   of Global Assets Fund C Class do not exceed 1.95% (exclusive
   of taxes, interest, brokerage commissions and extraordinary
   expenses, but inclusive of applicable 12b-1 expenses)
   through May 31, 1998.  In the absence of such waiver,
   performance would have been affected negatively.
       
   (2)   Date of initial public offering of Global Assets Fund
   C Class was November 29, 1995. 
   
                           Cumulative Total Return(1)
   
   
                     Emerging   Emerging  Emerging  Emerging
                     Markets    Markets   Markets   Markets
                     Fund       Fund      Fund      Fund
                     A Class    Insti-    B Class   B Class
                    (at Offer) tutional (Including (Excluding
                                Class     Deferred  Deferred 
                                          Sales     Sales
                                          Charge)   Charge)
       3 months 
       ended           
       11/30/96      (5.41%)    (0.60%)   (4.86%)      (0.90%)
   
       Period 
       6/10/96(2)
       through 
       11/30/96      (5.05%)    (0.10%)   (4.58%)      (0.60%)
      
   (1)  The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Emerging Markets Fund and to pay the Fund's expenses to
   ensure that the Total Operating Expenses of the Class A
   Shares, Class B Shares and Institutional Class shares,
   respectively, do not exceed 2.00%, 2.70% and 1.70%,
   respectively, (in each case, exclusive of taxes, interest,
   brokerage commissions and extraordinary expenses, but
   inclusive of applicable 12b-1 expenses) through May 31,
   1998.  In the absence of such waiver,
   performance would have been affected negatively.
       
   (2)  Date of initial public offering of Emerging Markets
   Fund A Class, Emerging Markets Fund Institutional Class and
   Emerging Markets Fund B Class; total return for this short
   of a time period may not be representative of longer term
   results.
   
                       Cumulative Total Return(1)
   
                      Emerging            Emerging 
                       Markets            Markets 
                    Fund C Class        Fund C Class
                     (Including          (Excluding 
                      Deferred            Deferred 
                    Sales Charge)       Sales Charge)
      3 months ended
       11/30/96          (1.89%)          (0.90%)
   
      Period 6/10/96(2)
       through 11/30/96  (1.59%)           (0.60%)
   
      
   (1)   The Manager had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Emerging Markets Fund and to pay the Fund's expenses to
   ensure that the Total Operating Expenses of the Class C
   Shares of this Fund do not exceed 2.70% (exclusive of taxes,
   interest, brokerage commissions and extraordinary expenses,
   but inclusive of applicable 12b-1 expenses) through May 31,
   1998.  In the absence of such waiver, performance would have
   been affected negatively.
       
   (2)   Date of initial public offering of Emerging Markets
   Fund C Class; total return for this short of a time period
   may not be representative of longer term results.
   
   
    Because every investor's goals and risk threshold are
   different, the Distributor, as distributor for Global Funds,
   Inc. and other mutual funds in the Delaware Group, will
   provide general information about investment alternatives
   and scenarios that will allow investors to assess their
   personal goals.  This information will include general
   material about investing as well as materials reinforcing
   various industry-accepted principles of prudent and
   responsible personal financial planning.  One typical way of
   addressing these issues is to compare an individual's goals
   and the length of time the individual has to attain these
   goals to his or her risk threshold.  In addition, the
   Distributor may also provide information that discusses the
   overriding investment philosophy of Delaware Management
   Company, Inc. ("Delaware" or the "Sub- Adviser"), Delaware
   Investment Advisers, a division of Delaware, and the
   Manager, an affiliate of Delaware, and how that philosophy
   impacts Fund investment disciplines and strategies employed
   in seeking each Fund's objectives.  The Distributor may also
   from time to time cite general or specific information about
   the institutional clients of Delaware, including the number
   of such clients serviced by Delaware.
   
   Dollar-Cost Averaging
    For many people, deciding when to invest can be a
   difficult decision.  Security prices tend to move up and
   down over various market cycles and logic says to invest
   when prices are low.  However, even experts can't always
   pick the highs and the lows.  By using a strategy known as
   dollar-cost averaging, you schedule your investments ahead
   of time.  If you invest a set amount on a regular basis,
   that money will always buy more shares when the price is low
   and fewer when the price is high. You can choose to invest
   at any regular interval--for example, monthly or
   quarterly--as long as you stick to your regular
   schedule.  Dollar-cost averaging looks simple and it is, but
   there are important things to remember.
   
    Dollar-cost averaging works best over longer time periods,
   and it doesn't guarantee a profit or protect against losses
   in declining markets.  If you need to sell your investment
   when prices are low, you may not realize a profit no matter
   what investment strategy you utilize.  That's why
   dollar-cost averaging can make sense for long-term goals. 
   Since the potential success of a dollar-cost averaging
   program depends on continuous investing, even through
   periods of fluctuating prices, you should consider your
   dollar-cost averaging program a long-term commitment and
   invest an amount you can afford and probably won't need to
   withdraw.  You also should consider your financial ability
   to continue to purchase shares during periods
   of low fund share prices.  Delaware Group offers three
   services -- Automatic Investing Program, Direct Deposit
   Program and the Wealth Builder Option -- that can help to
   keep your regular investment program on track.  See
   Investing by Electronic Fund Transfer - Direct Deposit
   Purchase Plan and Automatic Investing Plan under Investment
   Plans and Wealth Builder Option under Investment
   Plans for a complete description of these services,
   including restrictions or limitations.
   
    The example below illustrates how dollar-cost averaging
   can work.  In a fluctuating market, the average cost per
   share over a period of time will be lower than the average
   price per share for the same time period.
   
                                            Number
         Investment          Price Per      of Shares
         Amount              Share          Purchased
   
         Month 1   $100      $10.00              10
         Month 2   $100      $12.50               8
         Month 3   $100      $ 5.00              20
         Month 4   $100      $10.00              10
         _______________________________________________
         $400                $37.50              48
   
   Total Amount Invested:  $400
   Total Number of Shares Purchased:  48
   Average Price Per Share:  $9.38 ($37.50/4)
   Average Cost Per Share:  $8.33 ($400/48 shares)
   
    This example is for illustration purposes only.  It is not
   intended to represent the actual performance of any Fund.
      
       
   
   TRADING PRACTICES AND BROKERAGE
   
    The Manager selects brokers or dealers to execute
   transactions on behalf of each Fund for the purchase or sale
   of portfolio securities on the basis of its judgment of
   their professional capability to provide the service.  The
   Sub-Adviser performs this function with respect to
   transactions on behalf of Global Assets Fund and Global
   Equity Fund for the purchase and sale of U.S. securities. 
   The primary consideration is to have brokers or dealers
   execute transactions at best price and execution.  Best
   price and execution refers to many factors, including the
   price paid or received for a security, the commission
   charged, the promptness and reliability of execution, the
   confidentiality and placement accorded the order and other
   factors affecting the overall benefit obtained by the
   account on the transaction.  A number of trades are made on
   a net basis where a Fund either buys securities directly
   from the dealer or sells them to the dealer.  In these
   instances, there is no direct commission charged but there
   is a spread (the difference between the buy and sell price)
   which is the equivalent of a commission.  When
   a commission is paid, the Fund involved pays reasonably
   competitive brokerage commission rates based upon the
   professional knowledge of the Manager or the Sub-Adviser as
   to rates paid and charged for similar transactions
   throughout the securities industry.  In some instances, the
   Fund may pay a minimal share transaction cost when the
   transaction presents no difficulty.
   
         During the past three fiscal years, the aggregate
   dollar amounts of brokerage commissions paid by
   International Equity Fund, Global Assets Fund and Emerging
   Markets Fund were as follows:
   
                                  November 30, 
                             1996     1995        1994
   
   International Equity Fund $142,445  $85,113   $137,192
   Global Assets Fund(1)       21,197    5,155   N/A
   Emerging Markets Fund(2)    28,013    N/A     N/A
   
   (1)   Date of initial offering of Global Assets Fund was
   December 27, 1994.
   
   (2)   Date of initial public offering of Emerging Markets
   Fund was June 10, 1996.
   
    The Manager or the Sub-Adviser may allocate out of all
   commission business generated by all of the funds and
   accounts under its management, brokerage business to brokers
   or dealers who provide brokerage and research services. 
   These services include advice, either directly or through
   publications or writings, as to the value of securities, the
   advisability of investing in, purchasing or selling
   securities, and the availability of securities or
   purchasers or sellers of securities; furnishing of analyses
   and reports concerning issuers, securities or industries;
   providing information on economic factors and trends;
   assisting in determining portfolio strategy; providing
   computer software and hardware used in security analyses;
   and providing portfolio performance evaluation and technical
   market analyses.  Such services are used by the Manager or
   the Sub-Adviser in connection with its investment
   decision-making process with respect to one or more
   funds and accounts managed by it, and may not be used, or
   used exclusively, with respect to the fund or account
   generating the brokerage. 
   
    During the fiscal year ended November 30, 1996, portfolio
   transactions of the following Funds in the amounts listed
   below, resulting in brokerage commissions in the amounts
   listed below were directed to brokers for brokerage and
   research services provided: 
                                  Portfolio      Brokerage 
                                  Transactions   Commissions
                                  Amounts        Amounts
   
    International Equity Fund     $6,430,845     $15,901
    Global Assets Fund           $2,777,479      $4,928
    Emerging Markets Fund(1)        -0-         -0-
   
   (1)   Date of initial public offering of Emerging Markets
   Fund was June 10, 1996.
   
   
    As provided in the Securities Exchange Act of 1934 (the
   "1934 Act") and each Fund's Investment Management Agreement,
   higher commissions are permitted to be paid to
   broker/dealers who provide brokerage and research services
   than to broker/dealers who do not provide such services if
   such higher commissions are deemed reasonable in relation to
   the value of the brokerage and research services provided. 
   Although transactions are directed to broker/dealers who
   provide such brokerage and research services, the Funds
   believe that the commissions paid to such broker/dealers are
   not, in general, higher than commissions that would be paid
   to broker/dealers not providing such services and that such
   commissions are reasonable in relation to the value of the
   brokerage and research services provided.  In some
   instances, services may be provided to the Manager or the
   Sub-Adviser which constitute in some part brokerage and
   research services used by the Manager or the Sub-Adviser in
   connection with its investment decision- making process and
   constitute in some part services used by the Manager or the
   Sub-Adviser in connection with administrative or other
   functions not related to its investment decision-making
   process.  In such cases, the Manager or the Sub-Adviser will
   make a good faith allocation of brokerage and research
   services and will pay out of its own resources for services
   used by the Manager or the Sub-Adviser in connection with
   administrative or other functions not related to its
   investment decision-making process.  In addition, so long as
   no fund is disadvantaged, portfolio transactions which
   generate commissions or their equivalent are allocated to
   broker/dealers who provide daily portfolio pricing services
   to a Fund and to other funds in the Delaware Group.  Subject
   to best price and execution, commissions allocated to
   brokers providing such pricing services may or may not be
   generated by the funds receiving the pricing service.
   
    The Manager or the Sub-Adviser may place a combined order
   for two or more accounts or funds engaged in the purchase or
   sale of the same security if, in its judgment, joint
   execution is in the best interest of each participant and
   will result in best price and execution.  Transactions
   involving commingled orders are allocated in a manner deemed
   equitable to each account or fund.  When a combined order is
   executed in a series of transactions at different prices,
   each account participating in the order may be allocated an
   average price obtained from the executing broker.  It is
   believed that the ability of the accounts to participate in
   volume transactions will generally be beneficial to the
   accounts and funds.  Although it is recognized that, in some
   cases, the joint execution of orders could adversely affect
   the price or volume of the security that a particular
   account or fund may obtain, it is the opinion of the
   Manager, the Sub-Adviser and Global Funds, Inc.'s Board of
   Directors that the advantages of combined orders outweigh
   the possible disadvantages of separate transactions.
   
    Consistent with the Rules of Fair Practice of the National
   Association of Securities Dealers, Inc. (the "NASD"), and
   subject to seeking best price and execution, the Funds may
   place orders with broker/dealers that have agreed to defray
   certain expenses of the funds in the Delaware Group of funds
   such as custodian fees, and may, at the request of the
   Distributor, give consideration to sales of a Fund's shares
   as a factor in the selection of brokers and dealers to
   execute Fund portfolio transactions.
   
   Portfolio Turnover
    A Fund is free to dispose of portfolio securities at any
   time, subject to complying with the Code and the 1940 Act,
   when changes in circumstances or conditions make such a move
   desirable in light of its investment objective.  A Fund will
   not attempt to achieve or be limited to a predetermined rate
   of portfolio turnover, such a turnover always being
   incidental to transactions undertaken with a view to
   achieving a Fund's investment objective.
   
    The degree of portfolio activity may affect brokerage
   costs of a Fund and taxes payable by a Fund's shareholders. 
   A turnover rate of 100% would occur, for example, if all the
   investments in the Fund's portfolio at the beginning of the
   year were replaced by the end of the year.  In investing for
   capital appreciation, a Fund may hold securities for any
   period of time.  Portfolio turnover will also be increased
   if a Fund writes a large number of call options which are
   subsequently exercised.  To the extent a Fund realizes gains
   on securities held for less than six months, such gains are
   taxable to the shareholder or to the Fund at ordinary income
   tax rates.  The turnover rate also may be affected by cash
   requirements from redemptions and repurchases of Fund
   shares.  Total brokerage costs generally increase with
   higher portfolio turnover rates.
   
    Under certain market conditions, a Fund may experience a 
   rate of portfolio turnover which could exceed 100%.  Each
   Fund's portfolio turnover rate is calculated by dividing the
   lesser of purchases or sales of portfolio securities for the
   particular fiscal year by the monthly average of the value
   of the portfolio securities owned by the Fund during the
   particular fiscal year, exclusive of securities whose
   maturities at the time of acquisition are one year or less.  
   
    During the past two fiscal years, the portfolio turnover
   rates of the Funds were as follows:
   
                                  November 30, 
                                  1996      1995
    International Equity Fund      9%       21%
    Global Bond Fund              42%       98%*
    Global Assets Fund            34%       57%*
    Emerging Markets Fund         36%*      N/A
   
   *Annualized
   
   
   PURCHASING SHARES
   
    The Distributor serves as the national distributor for
   each Fund's four classes of shares - Class A Shares, Class B
   Shares, Class C Shares and the Institutional Class, and has
   agreed to use its best efforts to sell shares of each Fund. 
   See the Prospectuses for additional information on how to
   invest.  Shares of each Fund are offered on a continuous
   basis and may be purchased through authorized investment
   dealers or directly by contacting Global Funds, Inc. or the
   Distributor.  
   
    The minimum initial investment generally is $1,000 for
   Class A Shares, Class B Shares and Class C Shares. 
   Subsequent purchases of such Classes generally must be at
   least $100.  The initial and subsequent investment minimums
   for Class A Shares will be waived for purchases by officers,
   directors and employees of any Delaware Group fund, the
   Manager or the Sub-Adviser or any of their affiliates if the
   purchases are made pursuant to a payroll deduction program. 
   Shares purchased pursuant to the Uniform Gifts to Minors Act
   or Uniform Transfers to Minors Act and shares purchased in
   connection with an Automatic Investing Plan are subject to a
   minimum initial purchase of $250 and a minimum subsequent
   purchase of $25.  Accounts opened under the Delaware Group
   Asset Planner service are subject to a minimum initial
   investment of $2,000 per Asset Planner Strategy selected. 
   There are no minimum purchase requirements for the
   Institutional Classes, but certain eligibility requirements
   must be satisfied.  
      
    Each purchase of Class B Shares is subject to a maximum
   purchase limitation of $250,000.  For Class C Shares, each
   purchase must be in an amount that is less than $1,000,000. 
   See Investment Plans for purchase limitations applicable to
   retirement plans.  Global Funds, Inc. will reject any
   purchase order for more than $250,000 of Class B Shares and
   $1,000,000 or more of Class C Shares.  An investor may
   exceed these limitations by making cumulative purchases over
   a period of time.  An investor should keep in mind, however,
   that reduced front-end sales charges apply to investments of
   $100,000 or more in Class A Shares and that, absent any
   applicable fee waiver, Class A Shares are subject to lower
   annual 12b-1 Plan expenses than Class B Shares and Class C
   Shares and generally are not subject to a CDSC.  
       
    Selling dealers are responsible for transmitting orders
   promptly.  Global Funds, Inc. reserves the right to reject
   any order for the purchase of its shares of a Fund if in the
   opinion of management such rejection is in such Fund's best
   interest.
   
    The NASD has adopted Rules of Fair Practice, as amended,
   relating to investment company sales charges.  Global Funds,
   Inc. and the Distributor intend to operate in compliance
   with these rules.  
      
    Class A Shares are purchased at the offering price which
   reflects a maximum front-end sales charge of 4.75%; however,
   lower front-end sales charges apply for larger purchases. 
   See the table below.  Class A Shares, absent any applicable
   fee waiver, are also subject to annual 12b-1 Plan expenses.
   
    Class B Shares are purchased at net asset value and are
   subject to a CDSC of:  (i) 4% if shares are redeemed within
   two years of purchase; (ii) 3% if shares are redeemed during
   the third or fourth year following purchase; (iii) 2% if
   shares are redeemed during the fifth year following
   purchase; and (iv) 1% if shares are redeemed during the
   sixth year following purchase.  Class B Shares are also
   subject to annual 12b-1 Plan expenses which, absent any
   applicable fee waiver, are higher than those to which Class
   A Shares are subject and are assessed against the Class B
   Shares for approximately eight years after purchase.  See
   Automatic Conversion of Class B Shares under Classes
   of Shares in the Fund Classes' Prospectuses.
   
    Class C Shares are purchased at net asset value and are
   subject to a CDSC of 1% if shares are redeemed within 12
   months following purchase.  Class C Shares, absent any
   applicable fee waiver, are also subject to annual 12b-1 Plan
   expenses for the life of the investment which are equal to
   those to which Class B Shares are subject.
   
    The distributor has voluntarily elected to waive the
   payment of 12b-1 Plan expenses by the Global Equity Fund
   from the commencement of the public offering through
   December 31, 1997 and by the International Small Cap Fund
   from the commencement of the public offering through May 31,
   1998.
       
   
    Institutional Class shares are purchased at the net asset
    value per share without the imposition of a front-end or
    contingent deferred sales charge or 12b-1 Plan expenses. 
   See  Determining Offering Price and Net Asset Value and
   Plans Under Rule 12b-1 for the Fund Classes in this Part B.
   
    Class A Shares, Class B Shares, Class C Shares and
   Institutional Class shares represent a proportionate
   interest in a Fund's assets and will receive a proportionate
   interest in that Fund's income, before application, as to
   Class A, Class B and Class C Shares, of any expenses under
   that Fund's 12b-1 Plans.
   
    Certificates representing shares purchased are not
   ordinarily issued unless, in the case of Class A Shares or
   Institutional Class shares, a shareholder submits a specific
   request.  Certificates are not issued in the case of Class B
   Shares or Class C Shares or in the case of any retirement
   plan account including self-directed IRAs.  However,
   purchases not involving the issuance of certificates are
   confirmed to the investor and credited to the shareholder's
   account on the books maintained by Delaware Service Company,
   Inc. (the "Transfer Agent").  The investor will have the
   same rights of ownership with respect to such shares as if
   certificates had been issued.  An investor that is permitted
   to obtain a certificate may receive a certificate
   representing full share denominations purchased by sending a
   letter signed by each owner of the account to the Transfer
   Agent requesting the certificate.  No charge is assessed by
   Global Funds, Inc. for any certificate issued.  A
   shareholder may be subject to fees for replacement
   of a lost or stolen certificate under certain conditions,
   including the cost of obtaining a bond covering the lost or
   stolen certificate.  Please contact the Funds for further
   information.  Investors who hold certificates representing
   any of their shares may only redeem those shares by written
   request.  The investor's certificate(s) must accompany such
   request.
   
   Alternative Purchase Arrangements
      
    The alternative purchase arrangements of Class A, Class B
   and Class C Shares permit investors to choose the method of
   purchasing shares that is most suitable for their needs
   given the amount of their purchase, the length of time they
   expect to hold their shares and other relevant
   circumstances.  Investors should determine whether, given
   their particular circumstances, it is more advantageous to
   purchase Class A Shares and incur a front-end sales charge
   and, absent any applicable fee waiver, annual 12b-1 Plan
   expenses of up to a maximum of 0.30% of the average daily
   net assets of Class A Shares or to purchase either Class B
   or Class C Shares and have the entire initial purchase
   amount invested in the Fund with the investment
   thereafter subject to a CDSC and, absent any applicable fee
   waiver, annual 12b-1 Plan expenses.  Class B Shares are
   subject to a CDSC if the shares are redeemed within six
   years of purchase, and Class C Shares are subject to a CDSC
   if the shares are redeemed within 12 months of purchase. 
   Class B and Class C Shares are each subject to annual 12b-1 
   Plan expenses of up to a maximum of 1% (0.25% of which are
   service fees to be paid to the Distributor, dealers or
   others for providing personal service and/or maintaining
   shareholder accounts) of average daily net assets of the
   respective Class.  Class B Shares will automatically convert
   to Class A Shares at the end of approximately eight years
   after purchase and, thereafter, be subject to annual 12b-1
   Plan expenses of up to a maximum of 0.30% of average daily
   net assets of such shares.  Unlike Class B Shares, Class C
   Shares do not convert to another class.  
    
    Class A Shares - International Equity Fund, International
   Small Cap Fund, Global Bond Fund, Global Assets Fund,
   Emerging Markets Fund and Global Equity Fund
    Purchases of $100,000 or more of Class A Shares at the
   offering price carry reduced front-end sales charges as
   shown in the accompanying table, and may include a series of
   purchases over a 13-month period under a Letter of Intention
   signed by the purchaser.  See Special Purchase Features -
   Class A Shares, below, for more information on ways in which
   investors can avail themselves of reduced front-end sales
   charges and  other purchase features.
   
    International Equity Fund A Class
   ____________________________________________________________
                                                       Dealer's
                             Front-End Sales      Commission***
                                 Charge as % of         as % of
                                Offering    Amount     Offering
    Amount of Purchase          Price       Invested**   Price
   ____________________________________________________________
   Less than $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       2.60%        2.00
   $500,000 but under 
   $1,000,000*                   2.00       2.05%        1.60
   ____________________________________________________________
   
   International Small Cap Fund A Class
   ____________________________________________________________
                                                       Dealer's
                          Front-End Sales      Commission***
                                   Charge as % of       as % of
                                Offering    Amount     Offering
    Amount of Purchase          Price       Invested** Price
   ____________________________________________________________
    Less than $100,000           4.75%      4.94%        4.00%
    $100,000 but under $250,000  3.75       3.88%        3.00
    $250,000 but under $500,000  2.50       2.59%        2.00
    $500,000 but under 
    $1,000,000*                   2.00       2.00%        1.60
   ____________________________________________________________
   
   Global Bond Fund A Class
   ____________________________________________________________
                                                       Dealer's
                            Front-End Sales      Commission***
                               Charge as % of         as % of
                                Offering    Amount     Offering
    Amount of Purchase          Price       Invested**   Price
   ____________________________________________________________
    Less than $100,000           4.75%      4.97%        4.00%
    $100,000 but under $250,000  3.75       3.92%        3.00
    $250,000 but under $500,000  2.50       2.53%        2.00
    $500,000 but under 
    $1,000,000*                  2.00       2.01%        1.60
   ____________________________________________________________
   
   Global Assets Fund A Class
   ____________________________________________________________
                                                       Dealer's
                            Front-End Sales      Commission***
                            Charge as % of         as % of
                                Offering    Amount     Offering
    Amount of Purchase          Price       Invested**   Price
   ____________________________________________________________
    Less than $100,000           4.75%      4.96%        4.00%
    $100,000 but under $250,000  3.75       3.91%        3.00
    $250,000 but under $500,000  2.50       2.56%        2.00
    $500,000 but under 
    $1,000,000*                  2.00       2.03%        1.60
   ____________________________________________________________
   
   Emerging Markets Fund A Class
   ____________________________________________________________
                                                      Dealer's
                            Front-End Sales      Commission***
                               Charge as % of         as % of
                                Offering    Amount     Offering
    Amount of Purchase          Price       Invested**   Price
   ____________________________________________________________
    Less than $100,000           4.75%      5.02%        4.00%
    $100,000 but under $250,000  3.75       3.92%        3.00
    $250,000 but under $500,000  2.50       2.61%        2.00
    $500,000 but under 
    $1,000,000*                  2.00       2.01%        1.60
   ____________________________________________________________
   
   Global Equity Fund A Class
   ____________________________________________________________
                                                      Dealer's
                            Front-End Sales      Commission***
                            Charge as % of         as % of
                                Offering     Amount    Offering
    Amount of Purchase          Price       Invested**   Price
   ____________________________________________________________
    Less than $100,000           4.75%      4.94%        4.00%
    $100,000 but under $250,000  3.75       3.88%        3.00
    $250,000 but under $500,000  2.50       2.59%        2.00
    $500,000 but under 
    $1,000,000*                  2.00       2.00%        1.60
   ____________________________________________________________ 
    
    
    *    There is no front-end sales charge on purchases of
    $1,000,000 or more of Class A Shares but, under certain
    limited circumstances,  a 1% contingent deferred sales
    charge may apply upon redemption of such shares.   The
    contingent deferred sales charge ("Limited CDSC") that may
    be applicable arises only in the case of certain shares
   that were purchased at net asset value and triggered the
    payment of a dealer's commission.
    
    **   Based on the net asset values per share of the
    respective Fund's Class A Shares as of the end of Global
    Funds, Inc.'s most recent fiscal year, except that
    International Small Cap Fund A Class and Global Equity Fund
    A Class are based on an initial net asset value of $8.50
    per share.
    
    ***   Financial institutions or their affiliated brokers
    may receive an agency transaction fee in the percentages
    set forth above.
   ____________________________________________________________
    
     A Fund must be notified when a sale takes place which
    would qualify for the reduced front-end sales charge on the
    basis of previous or current purchases.  The reduced
   front-end sales charge will be granted upon confirmation of
    the shareholder's holdings by such Fund.  Such reduced
    front-end sales charges are not retroactive.
    
     From time to time, upon written notice to all of its
    dealers, the Distributor may hold special promotions for
    specified periods during which the Distributor may reallow
    to dealers up to the full amount of the front-end sales
    charges shown above. Dealers who receive 90% or more of the
    sales charge may be deemed to be underwriters under the
    1933 Act.
   ____________________________________________________________
    
    
     Certain dealers who enter into an agreement to provide
    extra training and information on Delaware Group products
    and services and who increase sales of Delaware Group funds
    may receive an additional commission of up to 0.15% of the
    offering price in connection with sales of Class A Shares. 
    Such dealers must meet certain requirements in terms of
    organization and distribution capabilities and their
    ability to increase sales.  The Distributor should be
    contacted for further information on these requirements as
    well as the basis and circumstances upon which the
    additional commission will be paid.  Participating
    dealers may be deemed to have additional responsibilities
    under the securities laws.
    
    Dealer's Commission 
     For initial purchases of Class A Shares of $1,000,000 or
    more, a dealer's commission may be paid by the Distributor
    to financial advisers through whom such purchases are
    effected in accordance with the following schedule:
    
                                             Dealer's           
                                             Commission
                                             (as a percentage   
                                                of 
     Amount of Purchase                      amount purchased)
    
     Up to $2 million                             1.00%
     Next $1 million up to $3 million             0.75
     Next $2 million up to $5 million             0.50
     Amount over $5 million                       0.25
    
     In determining a financial adviser's eligibility for the
    dealer's commission, purchases of Class A Shares of other
   Delaware Group funds as to which a Limited CDSC applies (see
   Contingent Deferred Sales Charge for Certain Redemptions of
   Class A Shares Purchased at Net Asset Value under
   Redemption and Exchange in the Fund Classes' Prospectus) may
   be aggregated with those of Class A Shares of a Fund. 
   Financial advisers also may be eligible for a dealer's
   commission in connection with certain purchases made under a
   Letter of Intention or pursuant to an investor's Right of
   Accumulation.  Financial advisers should contact the
   Distributor concerning the applicability and calculation of
   the dealer's commission in the case of combined purchases.
    
     An exchange from other Delaware Group funds will not
    qualify for payment of the dealer's commission, unless a
    dealer's commission or similar payment has not been
   previously paid on the assets being exchanged.  The schedule
   and program for payment of the dealer's commission are
   subject to change or termination at any time by the
   Distributor at its discretion.
    
    Contingent Deferred Sales Charge - Class B Shares and Class
   C Shares
     Class B Shares and Class C Shares are purchased without a
    front-end sales charge.  Class B Shares redeemed within six
    years of purchase may be subject to a CDSC at the rates set
    forth below, and Class C Shares redeemed within 12 months
   of purchase may be subject to a CDSC of 1%.  CDSCs are
   charged as a percentage of the dollar amount subject to the
   CDSC.  The charge will be assessed on an amount equal to the
   lesser of the net asset value at the time of purchase of the
   shares being redeemed or the net asset value of those shares
   at the time of redemption.  No CDSC will be imposed on
   increases in net asset value above the initial purchase
   price, nor will a CDSC be assessed on redemptions of shares
   acquired through reinvestment of dividends or capital gains
   distributions.  See Waiver of Contingent Deferred Sales
   Charge--Class B and Class C Shares under Redemption and
   Exchange in the Prospectus for the Fund Classes
   for a list of the instances in which the CDSC is waived.
    
     The following table sets forth the rates of the CDSC for
    Class B Shares of each Fund:
  
                                               Contingent
                                             Deferred Sales
                                             Charge (as a
                                             Percentage of
                                             Dollar Amount
     Year After Purchase Made                Subject to Charge)
    
          0-2                                    4%
          3-4                                    3%
          5                                      2%
          6                                      1%
          7 and thereafter                       None
    
    
   
    During the seventh year after purchase and, thereafter,
   until converted automatically into Class A Shares, Class B
   Shares, absent any applicable fee waiver, will still be
   subject to the annual 12b-1 Plan expenses of up to 1% of
   average daily net assets of those shares.  At the end of
   approximately eight years after purchase, the investor's
   Class B Shares will be automatically converted into Class A
   Shares the same Fund.  See Automatic Conversion of Class B
   Shares under Classes of Shares in the Fund Classes'
   Prospectuses.  Such conversion will constitute a
    tax-free exchange for federal income tax purposes.  See
   Taxes in the Prospectuses for the Fund Classes.  
        
    Plans Under Rule 12b-1 for the Fund Classes
     Pursuant to Rule 12b-1 under the 1940 Act, Global Funds,
    Inc. has adopted a separate plan for each of the Class A
    Shares, the Class B Shares and the Class C Shares of a Fund
    (the "Plans").  Each Plan permits the relevant Fund to pay
   for certain distribution, promotional and related expenses
   involved in the marketing of only the class of shares to
   which the Plan applies.  The Plans do not apply to
   Institutional Classes of shares.  Such shares are not
   included in calculating the Plans' fees, and the Plans are
   not used to assist in the distribution and marketing of
   shares of the Institutional Classes.  Shareholders of the
   Institutional Classes may not vote on matters affecting the
   Plans.
    
     The Plans permit a Fund, pursuant to its Distribution
    Agreement, to pay out of the assets of the Class A Shares,
    Class B Shares and Class C Shares monthly fees to the
    Distributor for its services and expenses in distributing
   and promoting sales of shares of such classes.  These
   expenses include, among other things, preparing and
   distributing advertisements, sales literature and
   prospectuses and reports used for sales purposes,
   compensating sales and marketing personnel, and paying
   distribution and maintenance fees to securities brokers and
   dealers who enter into dealer's agreements with the
   Distributor.  The Plan expenses relating to
    Class B and Class C Shares are also used to pay the
   Distributor for advancing the commission costs to dealers
   with respect to the initial sale of such shares.
       
     In addition, absent any applicable fee waiver, each Fund
    may make payments out of the assets of the Class A, Class B
   and Class C Shares directly to other unaffiliated parties,
   such as banks, who either aid in the distribution of shares
   of, or provide services to, such classes.
        
     The maximum aggregate fee payable by a Fund under its
    Plans and a Fund's Distribution Agreement, is on an annual
    basis up to 0.30% of the Class A Shares' average daily net
    assets for the year, and up to 1% (0.25% of which are
   service fees to be paid to the Distributor, dealers and
   others for providing personal service and/or maintaining
   shareholder accounts) of Class B Shares' and Class C Shares'
   average daily net assets for the year.  Global Funds, Inc.'s
   Board of Directors may reduce these amounts at any time.
    
     All of the distribution expenses incurred by the
    Distributor and others, such as broker/dealers, in excess
   of the amount paid on behalf of Class A, Class B and Class C
    Shares would be borne by such persons without any
   reimbursement from such classes.  Subject to seeking best
   price and execution, a Fund may, from time to time, buy or
   sell portfolio securities from or to firms which receive
   payments under the Plans.
    
     From time to time, the Distributor may pay additional
    amounts from its own resources to dealers for aid in
    distribution or for aid in providing administrative
   services to shareholders.
    
     The Plans and the Distribution Agreements, as amended,
    have all been approved by the Board of Directors of Global
    Funds, Inc., including a majority of the directors who are
   not "interested persons" (as defined in the 1940 Act) of
   Global Funds, Inc. and who have no direct or indirect
   financial interest in the Plans, by vote cast in person at a
   meeting duly called for the purpose of voting on the Plans
   and such Agreements.  Continuation of the Plans and the
   Distribution Agreements, as amended, must be approved
   annually by the Board of Directors in the same manner as
   specified above.
    
     Each year, the directors must determine whether
    continuation of the Plans is in the best interest of
    shareholders of, respectively, Class A Shares, Class B
   Shares and Class C Shares of the respective Funds and that
   there is a reasonable likelihood of the Plan relating to a
   Fund Class providing a benefit to that class.  The Plans and
   the Distribution Agreements, as amended, may be terminated
   at any time without penalty by a majority of those directors
   who are not "interested persons" or by a majority vote of
   the outstanding voting securities of the relevant Fund
   Class.  Any amendment materially increasing the percentage
   payable under a Plan must likewise be approved by a majority
   vote of the outstanding voting securities of the relevant
   Fund Class, as well as by a majority vote of those directors
   who are not "interested persons."  With respect to each
   Class A Shares' Plans any material increase in the maximum
   percentage payable thereunder must be approved by a majority
   of the outstanding voting securities of Class B Shares of
   the same Fund.  Also, any other material amendment to the
   Plans must be approved by a majority vote of the directors
   including a majority of the noninterested directors of
   Global Funds, Inc. having no interest in the Plans.  In
   addition, in order for the Plans to remain effective, the
   selection and nomination of directors who are not
   "interested persons" of Global Funds, Inc. must be
    effected by the directors who themselves are not
   "interested persons" and who have no direct or indirect
   financial interest in the Plans.  Persons authorized to make
   payments under the Plans must provide written reports at
   least quarterly to the Board of Directors for its review.
    
     For the fiscal year ended November 30, 1996, payments from
    Class A Shares, Class B Shares and Class C Shares of
    International Equity Fund amounted to $228,319, $64,523 and
    $5,409, respectively.  Such amounts were used for the
   following purposes:
    
    
                    International  International  International
                    Equity Fund    Equity Fund    Equity Fund
                    A Class        B Class        C Class
    Advertising          ---            ---            ---
    
    Annual/Semi-
    Annual Reports       $5,565         ---            ---
    
    Broker Trails        $180,704       $15,882        ---
    
    Broker Sales 
    Charges              ---            $26,538        $5,073
    
    Dealer Service 
    Expenses             ---            ---            ---
    
    Interest on Broker 
    Sales Charges        ---            $18,627        $336
    
    Commissions to 
    Wholesalers          $1,316         $2,887         ---
    
    Promotional-Broker 
    Meetings             $560           $589           ---
    
    Promotional-Other    $34,629        ---            ---
    
    Prospectus 
    Printing             $5,545         ---            ---
    
    Telephone            ---            ---            ---
    
    Wholesaler 
    Expenses             ---            ---            ---
    
    Other           ---            ---            ---
    
     For the fiscal year ended November 30, 1996, payments from
    Class A Shares, Class B Shares and Class C Shares of Global
    Bond Fund amounted to $5,484, $3,838 and $620,
   respectively.  Such amounts were used for the following
   purposes:
    
                    Global         Global         Global 
                    Bond Fund      Bond Fund      Bond Fund
                    A Class        B Class        C Class
    
    Advertising          ---            ---            ---
    
    Annual/
    Semi-Annual 
    Reports              $181           ---            ---
    
    Broker Trails        $4,160         $277           ---
    
    Broker Sales 
    Charges              ---            $1,589         $464
    
    Dealer Service 
    Expenses             ---            $39            $3
    
    Interest on 
    Broker Sales 
    Charges              ---            $1,096         $40
    
    Commissions to 
    Wholesalers          ---            $608           $107
    
    Promotional-
    Broker Meetings      ---            $40            $2
    
    Promotional-Other    ---            ---            ---
    
    Prospectus 
    Printing             $1,035         $7             ---
    
    Telephone            $108           $182           ---
    
    Wholesaler 
    Expenses             ---            ---            $4
    
    Other                ---            ---            ---
    
    
     For the fiscal year ended November 30, 1996, payments from
    Class A Shares, Class B Shares and Class C Shares of Global
    Assets Fund amounted to $23,324, $26,341 and $4,989,
    respectively.  Such amounts were used for the following
    purposes:
    
                         Global         Global         Global
                         Assets Fund    Assets Fund    Assets
    Fund
                         A Class        B Class        C Class
    
    Advertising          ---            ---            ---
    
    Annual/Semi-
    Annual Reports       $473           ---            ---
    
    Broker Trails        $19,128        $6,663         ---
    
    Broker Sales Charges ---            $11,249        $4,695
    
    Dealer Service 
    Expenses             ---            ---            ---
    
    Interest on Broker 
    Sales Charges        ---            $7,189         $294
    
    Commissions to 
    Wholesalers          ---            $974           ---
    
    Promotional-
    Broker Meetings      $1             $266           ---
    
    Promotional-Other    $3,282         ---            ---
    
    Prospectus Printing  $440           ---            ---
    
    Telephone            ---            ---            ---
    
    Wholesaler Expenses  ---            ---            ---
    
    Other                ---            ---            ---
    
    
     For the period June 10, 1996 (date of initial public
    offering) through November 30, 1996, payments from Class A
    Shares, Class B Shares and Class C Shares of Emerging
   Markets Fund amounted to $3,206, $652 and $831,
   respectively.  Such amounts were used for the following
   purposes:
    
                  Emerging       Emerging       Emerging
                    Markets Fund    Markets Fund   Markets Fund
                   A Class        B Class        C Class
    
    Advertising          ---            ---            ---
    
    Annual/Semi-
    Annual Reports       ---            ---            ---
    
    Broker Trails        $2,508         $163           ---
    
    Broker Sales Charges ---            $242           $418
    
    Dealer Service 
    Expenses             ---            ---            $1
    
    Interest on Broker 
    Sales Charges        ---            $215           $21
    
    Commissions to 
    Wholesalers          $70            $24            $354
    
    Promotional-Broker 
    Meetings             ---            $8             $8
    
    Promotional-Other    $628           ---            ---
    
    Prospectus Printing  ---            ---            ---
    
    Telephone            ---            ---            $1
    
    Wholesaler Expenses  ---            ---            $28
    
    Other                ---            ---            ---
    
    
     The staff of the SEC has proposed amendments to Rule 12b-1
    and other related regulations that could impact Rule 12b-1
    Distribution Plans.  Global Funds, Inc. intends to amend
   the Plans, if necessary, to comply with any new rules or
    regulations the SEC may adopt with respect to Rule 12b-1. 
    
    Other Payments to Dealers - Class A, Class B and Class C
   Shares
     From time to time, at the discretion of the Distributor,
   all registered broker/dealers whose aggregate sales of Fund
   Classes exceed certain limits as set by the Distributor,
   may receive from the Distributor an additional payment of up
   to 0.25% of the dollar amount of such sales.  The
   Distributor may also provide additional promotional
   incentives or payments to dealers that sell shares of the
   Delaware Group of funds.  In some instances, these
   incentives or payments may be offered only to certain
   dealers who maintain, have sold or may sell certain amounts
   of shares.  The Distributor may also pay a portion of the
   expense of preapproved dealer advertisements promoting the
   sale of Delaware Group fund shares.
    
    Special Purchase Features - Class A Shares
    
    Buying Class A Shares at Net Asset Value 
     Class A Shares may be purchased without a front-end sales
   charge under the Dividend Reinvestment Plan and, under
   certain circumstances, the Exchange Privilege and the
   12-Month Reinvestment Privilege.
    
    Current and former officers, directors and employees of
   Global Funds, Inc., any other fund in the Delaware Group,
   the Sub-Adviser, including the Manager, the Sub-Adviser's
   affiliates, or any of the Sub-Adviser's affiliates that may
   in the future be created, legal counsel to the funds and
   registered representatives and employees of broker/dealers
   who have entered into Dealer's Agreements with the
   Distributor may purchase Class A Shares of the Funds and any
   such Class of shares of any of the other funds in the
   Delaware Group, including any fund that may be created, at
   the net asset value per share.  Family members of such
   persons at their direction, and any employee benefit plan
   established by any of the foregoing funds, corporations,
   counsel or broker/dealers may also purchase Class A Shares
   at net asset value.  Class A Shares may also be purchased at
   net asset value by current and former officers, directors
   and employees (and members of their families) of the
   Dougherty Financial Group LLC.
    
    Purchases of Class A Shares may also be made by clients of
   registered representatives of an authorized investment
   dealer at net asset value within 12 months after the
   registered representative changes employment, if the
   purchase is funded by proceeds from an investment where a
   front-end sales charge, contingent deferred sales charge or
   other sales charge has been assessed.  Purchases of Class A
   Shares may also be made at net asset value by bank employees
   who provide services in connection with agreements between
   the bank and unaffiliated brokers or dealers concerning
   sales of shares of Delaware Group funds.  In addition,
   purchases of Class A Shares may be made by
   financial institutions investing for the account of their
   trust customers when they are not eligible to purchase
   shares of a Fund's Institutional Class.  Officers, directors
   and key employees of institutional clients of the Manager,
   the Sub-Adviser or any of their affiliates may purchase
   Class A Shares at net asset value.  Moreover, purchases may
   be effected at net asset value for the benefit of the
   clients of brokers, dealers and registered investment
   advisers affiliated with a broker or dealer, if such broker,
   dealer or investment adviser has entered into an agreement
   with the Distributor providing specifically for the purchase
   of Class A Shares in connection with special investment
   products, such as wrap accounts or similar fee based
   programs.  Such purchasers are required to sign a letter
   stating that the purchase is for investment only
   and that the securities may not be resold except to the
   issuer.  Such purchasers may also be required to sign or
   deliver such other documents as Global Funds, Inc. may
   reasonably require to establish eligibility for purchase at
   net asset value.  
    
    Purchases of Class A Shares at net asset value may also be
   made by the following: financial institutions investing for
   the account of their customers when they are not eligible to
   purchase shares of the institutional class of the fund; and
   any group retirement plan (excluding defined benefit pension
   plans), or such plans of the same employer, for which plan
   participant records are maintained on the Delaware
   Investment & Retirement Services, Inc. ("DIRSI") proprietary
   record keeping system that (i) has in excess of $500,000 of
   plan assets invested in Class A Shares of Delaware Group
   funds and in any stable value product available through the
   Delaware Group, or (ii) is sponsored by an employer that has
   at any point after May 1, 1997 more than 100 employees while
   such plan has held Class A Shares of a Delaware Group fund
   and such employer has properly represented to DIRSI in
   writing that it has the requisite number of employees and
   has received written confirmation back from DIRSI.
    
    Purchases of Class A Shares of the International Equity
   Fund at net asset value may also be made by bank sponsored
   retirement plans that are no longer eligible to purchase
   Institutional Class Shares as a result of a change in the
   distribution arrangements.
    
    Investors in Delaware-Voyageur Unit
   Investment Trusts may reinvest monthly dividend checks
   and/or repayment of invested capital into Class A Shares of
   any of the funds in the Delaware Group at net asset value.
    
    Investments in Class A Shares made by plan level and/or
   participant retirement accounts that are for the purpose of
   repaying a loan taken from such accounts will be made at net
   asset value.  Loan repayments made to a Delaware Group
   account in connection with loans originated from accounts
   previously maintained by another investment firm will also
   be invested at net asset value.
    
    The Funds must be notified in advance that the trade
   qualifies for purchase at net asset value.
    
    Letter of Intention
    The reduced front-end sales charges described above with
   respect to Class A Shares are also applicable to the
   aggregate amount of purchases made within a 13-month period
   pursuant to a written Letter of Intention provided by the
   Distributor and signed by the purchaser, and not legally
   binding on the signer or Global Funds, Inc., which provides
   for the holding in escrow by the Transfer Agent of 5% of the
   total amount of Class A Shares intended to be purchased
   until such purchase is completed within the 13-month period. 
   A Letter of Intention may be dated to include shares
   purchased up to 90 days prior to the date the Letter is
   signed.  The 13-month period begins on the date of the
   earliest purchase.  If the intended investment is not
   completed, except as noted below, the purchaser will be
   asked to pay an amount equal to the difference between the
   front-end sales charge on Class A Shares purchased at the
   reduced rate and the front-end sales charge otherwise
   applicable to the total shares purchased.  If such payment
   is not made within 20 days following the expiration of the
   13-month period, the Transfer Agent will surrender an
   appropriate number of the escrowed shares for redemption in
   order to realize the difference.  Such purchasers may
   include the value (at offering price at the level designated
   in their Letter of Intention) of all their shares of a Fund
   and of any class of any of the other mutual funds in the
   Delaware Group (except shares of any Delaware Group fund
   which do not carry a front-end sales charge, CDSC or
   Limited CDSC, other than shares of Delaware Group Premium
   Fund, Inc. beneficially owned in connection with the
   ownership of variable insurance products, unless they were
   acquired through an exchange from a Delaware Group fund
   which carried a front-end sales charge, CDSC or Limited
   CDSC) previously purchased and still held as of the date of
   their Letter of Intention toward the completion of such
   Letter.  For purposes of satisfying an investor's
   obligation  under a Letter of Intention, Class B Shares and
   Class C Shares of a Fund and the corresponding classes of
   shares of other Delaware Group funds which offer such shares
   may be aggregated with Class A Shares of the Fund and the
   corresponding class of shares of the other Delaware Group
   funds.
    
    Employers offering a Delaware Group retirement plan may
   also complete a Letter of Intention to obtain a reduced
   front-end sales charge on investments of Class A Shares made
   by the plan.  The aggregate investment level of the Letter
   of Intention will be determined and accepted by the Transfer
   Agent at the point of plan establishment.  The level and any
   reduction in front-end sales charge will be based on actual
   plan participation and the projected investments in Delaware
   Group funds that are offered with a front-end sales charge,
   CDSC or Limited CDSC for a 13-month period.  The Transfer
   Agent reserves the right to adjust the signed Letter of
   Intention based on this acceptance criteria.  The 13-month
   period will begin on the date this Letter of Intention is
   accepted by the Transfer Agent.  If actual investments
   exceed the anticipated level and equal an amount that would
   qualify the plan for further discounts, any front-end sales
   charges will be automatically adjusted.  In the event this
   Letter of Intention is not fulfilled within the 13-month
   period, the plan level will be adjusted (without completing
   another Letter of Intention) and the employer will be billed
   for the difference in front-end sales charges due, based on
   the plan's assets under management at that time.  Employers
   may also include the value (at offering price at the level
   designated in their Letter of Intention) of all their shares
   intended for purchase that are offered with a front-end
   sales charge, CDSC or Limited CDSC of any class.  Class B
   Shares and Class C Shares of a Fund and other Delaware Group
   funds which offer corresponding classes of shares may also
   be aggregated for this purpose.
    
    Combined Purchases Privilege
   In determining the availability of the reduced front-end
   sales charge previously set forth with respect to Class A
   Shares, purchasers may combine the total amount of any
   combination of Class A Shares, Class B Shares and/or Class C
   Shares of the Funds, as well as shares of any other class of
   any of the other Delaware Group funds (except shares of any
   Delaware Group fund which do not carry a front-end sales
   charge, CDSC or Limited CDSC, other than shares of Delaware
   Group Premium Fund, Inc. beneficially owned in connection
   with the ownership of variable insurance products, unless
   they were acquired through an exchange from a Delaware Group
   fund which carried a front-end sales charge, CDSC or Limited
   CDSC).
    
    The privilege also extends to all purchases made at one
   time by an individual; or an individual, his or her spouse
   and their children under 21; or a trustee or other fiduciary
   of trust estates or fiduciary accounts for the benefit of
   such family members (including certain employee benefit
   programs).
    
    Right of Accumulation
    In determining the availability of the reduced front-end
   sales charge with respect to Class A Shares, purchasers may
   also combine any subsequent purchases of Class A Shares,
   Class B Shares and Class C Shares of a Fund as well as
   shares of any other class of any of the other Delaware Group
   funds which offer such classes (except shares of any
   Delaware Group fund which do not carry a front-end sales
   charge, CDSC or Limited CDSC, other than shares of Delaware
   Group Premium Fund, Inc. beneficially owned in connection
   with the ownership of variable insurance products, unless
   they were acquired through an exchange from shares from a
   Delaware Group fund which carried a front-end sales charge,
   CDSC or Limited CDSC).  If, for example, any such purchaser
   has previously purchased and still holds Class A Shares
   and/or shares of any other of the classes described in the
   previous sentence with a value of $40,000 and
   subsequently purchases $60,000 at offering price of
   additional shares of Class A Shares, the charge applicable
   to the $60,000 purchase would currently be 3.75%.  For the
   purpose of this calculation, the shares presently held shall
   be valued at the public offering price that would have been
   in effect were the shares purchased simultaneously with
   thecurrent purchase.  Investors should refer to the table of
   sales charges for Class A Shares to determine the
   applicability of the Right of Accumulation to their
   particular circumstances.
    
    12-Month Reinvestment Privilege
    Holders of Class A Shares of a Fund (and of the
   Institutional Classes holding shares which were acquired
   through an exchange from one of the other mutual funds in
   the Delaware Group offered with a front-end sales charge)
   who redeem such shares have one year from the date of
   redemption to reinvest all or part of their redemption
   proceeds in Class A Shares of that Fund or in Class A Shares
   of any of the other funds in the Delaware Group, subject to
   applicable eligibility and minimum purchase requirements, in
   states where shares of such other funds may be sold, at net
   asset value without the payment of a front-end sales charge. 
   This privilege does not extend to Class A Shares where the
   redemption of the shares triggered the payment of a Limited
   CDSC.  Persons investing redemption proceeds from direct
   investments in mutual funds in the Delaware Group offered
   without a front-end sales charge will be required to pay the
   applicable sales charge when purchasing Class A Shares.  The
   reinvestment privilege does not extend to a redemption of
   either Class B Shares or Class C Shares.
    
    Any such reinvestment cannot exceed the redemption
   proceeds (plus any amount necessary to purchase a full
   share).  The reinvestment will be made at the net asset
   value next determined after receipt of remittance.  A
   redemption and reinvestment could have income tax
   consequences.  It is recommended that a tax adviser be
   consulted with respect to such transactions.  Any
   reinvestment directed to a fund in which the investor does
   not then have an account will be treated like all other
   initial purchases of a Fund's shares.  Consequently, an
   investor should obtain and read carefully the prospectus for
   the fund in which the investment is intended to be made
   before investing or sending money.  The prospectus
   contains more complete information about the fund,
   including charges and expenses.
    
    Investors should consult their financial advisers or the
   Transfer Agent, which also serves as the Funds' shareholder
   servicing agent, about the applicability of the Limited CDSC
   (see Contingent Deferred Sales Charge for Certain
   Redemptions of Class A Shares Purchased at Net Asset Value
   under Redemption and Exchange in the Fund Classes'
   Prospectus) in connection with the features described above. 
    
    Group Investment Plans
       
    Group Investment Plans that are not eligible to purchase
   shares of the Institutional Classes may also benefit from
   the reduced front-end sales charges for investments in Class
   A Shares set forth in the table on page 39, based on total
   plan assets.  If a company has more than one plan investing
   in the Delaware Group of funds, then the total amount
   invested in all plans would be used in determining the
   applicable front-end sales charge reduction upon each
   purchase, both initial and subsequent, upon notification to
   the Fund in which the investment is being made at the time
   of each such purchase.  Employees participating in such
   Group Investment Plans may also combine the investments made
   in their plan account when determining the applicable
   front-end sales charge on purchases to non-retirement
   Delaware Group investment accounts if they so notify the
   Fund in which the investment is being made in connection
   with each purchase.  See Retirement Plans for the Fund
   Classes under Investment Plans for information about
   Retirement Plans.
        
    The Institutional Classes
    Each Fund's Institutional Class is available for purchase
   only by:  (a) retirement plans introduced by persons not
   associated with brokers or dealers that are primarily
   engaged in the retail securities business and rollover
   individual retirement accounts from such plans; (b)
   tax-exempt employee benefit plans of the Manager, the
   Sub-Adviser or their affiliates and securities dealer firms
   with a selling agreement with the Distributor; (c)
   institutional advisory accounts of the Manager, the
   Sub-Adviser or their affiliates and those having client
   relationships with Delaware Investment Advisers,
   a division of the Sub-Adviser, or its affiliates and their
   corporate sponsors, as well as subsidiaries and related
   employee benefit plans and rollover individual retirement
   accounts from such institutional advisory accounts; (d) a
   bank, trust company and similar financial institution
   investing for its own account or for the account of its
   trust customers for whom such financial institution is
   exercising investment discretion in purchasing shares of the
   Class, except where the investment is part of a program that
   requires payment to the financial institution of a Rule
   12b-1 Plan fee; and (e) registered investment advisers
   investing on behalf of clients that consist solely of
   institutions and high net-worth individuals having at least
   $1,000,000 entrusted to the adviser
   for investment purposes, but only if the adviser is not
   affiliated or associated with a broker or dealer and derives
   compensation for its services exclusively from its clients
   for such advisory services.
    
    Shares of the Institutional Classes are available for
   purchase at net asset value, without the imposition of a
   front-end or contingent deferred sales charge and are not
   subject to Rule 12b-1 expenses.
    
    INVESTMENT PLANS
    
    Reinvestment Plan/Open Account
       
    With the exception of Global Equity Fund and International
   Small Cap Fund, unless otherwise designated by shareholders
   in writing, dividends from net investment income and
   distributions from realized securities profits, if any, will
   be automatically reinvested in additional shares of the
   respective Fund Class in which an investor has an account
   (based on the net asset value in effect on the reinvestment
   date) and will be credited to the shareholder's account on
   that date.  All dividends and distributions of each Class of
   Global Equity Fund and International Small Cap Fund and the
   Institutional Classes of the other Funds are reinvested in
   the accounts of the holders of such shares (based on the net
   asset value in effect on the reinvestment date).  A
   confirmation of each dividend payment from net investment
   income and of distributions from realized securities
   profits, if any, will be mailed to shareholders in
   the first quarter of the fiscal year.
        
    Under the Reinvestment Plan/Open Account, shareholders may
   purchase and add full and fractional shares to their plan
   accounts at any time either through their investment dealers
   or by sending a check or money order to the specific Fund
   and Class in which the shares are being purchased.  Such
   purchases, which must meet the minimum subsequent purchase
   requirements set forth in the Prospectuses and this Part B,
   are made, for Class A Shares at the public offering price,
   and for Class B Shares, Class C Shares and Institutional
   Class shares at the net asset value, at the end of the day
   of receipt.  A reinvestment plan may be terminated at any
   time.  This plan does not assure a profit nor protect
   against depreciation in a declining market.
    
    Reinvestment of Dividends in Other Delaware Group Funds
    Subject to applicable eligibility and minimum initial
   purchase requirements and the limitations set forth below,
   holders of Class A, Class B and Class C Shares may
   automatically reinvest dividends and/or distributions in any
   of the mutual funds in the Delaware Group, including the
   Funds, in states where their shares may be sold.  Such
   investments will be at net asset value at the close of
   business on the reinvestment date without any front-end
   sales charge or service fee.  The shareholder must notify
   the Transfer Agent in writing and must have established an
   account in the fund into which the dividends and/or
   distributions are to be invested.  Any reinvestment directed
   to a fund in which the investor does not then have an
   account will be treated like all other initial purchases of
   a fund's shares.  Consequently, an investor should
   obtain and read carefully the prospectus for the fund in
   which the investment is intended to be made before investing
   or sending money.  The prospectus contains more complete
   information about the fund, including charges and expenses. 
   See also Additional Methods of Adding to Your Investment -
   Dividend Reinvestment Plan under How to Buy Shares in the
   Prospectus for the Fund Classes.
    
    Subject to the following limitations, dividends and/or
   distributions from other funds in the Delaware Group may be
   invested in shares of the Funds, provided an account has
   been established.  Dividends from Class A Shares may not be
   directed to Class B Shares or Class C Shares.  Dividends
   from Class B Shares may only be directed to other Class B
   Shares and dividends from Class C Shares may only be
   directed to other Class C Shares. See Appendix B--Classes
   Offered in the Fund Classes' Prospectus for the funds in the
   Delaware Group that are eligible for investment by holders
   of Fund shares.
       
    This option is not available to participants in the
   following plans:  SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE
   401(k), Profit Sharing and Money Purchase Pension Plans,
   401(k) Defined Contribution Plans, or 403(b)(7) or 457
   Deferred Compensation Plans.
        
    Investing by Electronic Fund Transfer
    Direct Deposit Purchase Plan--Investors may arrange for any
   Fund to accept for investment in Class A, Class B or Class C
   Shares, through an agent bank, preauthorized government or
   private recurring payments.  This method of investment
   assures the timely credit to the shareholder's account of
   payments such as social security, veterans' pension or
   compensation benefits, federal salaries, Railroad Retirement
   benefits, private payroll checks, dividends, and disability
   or pension fund benefits.  It also eliminates lost, stolen
   and delayed checks.  
   
    Automatic Investing  Plan--Shareholders of Class A, Class B
   and Class C Shares may make automatic investments by
   authorizing, in advance, monthly payments directly from
   their checking account for deposit into their Fund account. 
   This type of investment will be handled in either of the
   following  ways.  (1) If the shareholder's bank is a member
   of the National Automated Clearing House Association
   ("NACHA"), the amount of the investment will be
   electronically deducted from his or her account by
   Electronic Fund Transfer ("EFT").  The shareholder's
   checking account will reflect a debit each month
   at a specified date although no check is required to
   initiate the transaction.  (2) If the shareholder's bank is
   not a member of NACHA, deductions will be made by
   preauthorized checks, known as Depository Transfer Checks. 
   Should the shareholder's bank become a member of NACHA in
   the future, his or her investments would be handled
   electronically through EFT.
       
    This option is not available to participants in the
   following plans:  SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE
   401(k), Profit Sharing and Money Purchase Pension Plans,
   401(k) Defined Contribution Plans, or 403(b)(7) or 457
   Deferred Compensation Plans.
        
                                 *     *     *
    
    Initial investments under the Direct Deposit Purchase Plan
   and the Automatic Investing Plan must be for $250 or more
   and subsequent investments under such plans must be for $25
   or more.  An investor wishing to take advantage of either
   service must complete an authorization form.  Either service
   can be discontinued by the shareholder at any time without
   penalty by giving written notice.
    
    Payments to a Fund from the federal government or its
   agencies on behalf of a shareholder may be credited to the
   shareholder's account after such payments should have been
   terminated by reason of death or otherwise.  Any such
   payments are subject to reclamation by the federal
   government or its agencies.  Similarly, under certain
   circumstances, investments from private sources may be
   subject to reclamation by the transmitting bank.  In the
   event of a reclamation, a Fund may liquidate sufficient
   shares from a shareholder's account to reimburse the
   government or the private source.  In the event
   there are insufficient shares in the shareholder's account,
   the shareholder is expected to reimburse the Fund.
    
    Direct Deposit Purchases by Mail
    Shareholders may authorize a third party, such as a bank
   or employer, to make investments directly to their Fund
   accounts.  A Fund will accept these investments, such as
   bank-by-phone, annuity payments and payroll allotments, by
   mail directly from the third party.  Investors should
   contact their employers or financial institutions who in
   turn should contact Global Funds, Inc. for proper
   instructions.
    
    Wealth Builder Option
    Shareholders can use the Wealth Builder Option to invest
   in the Fund Classes through regular liquidations of shares
   in their accounts in other mutual funds in the Delaware
   Group.  Shareholders of the Fund Classes may elect to invest
   in one or more of the other mutual funds in the Delaware
   Group through the Wealth Builder Option.  See Wealth Builder
   Option and Redemption and Exchange in the Prospectus for the
   Fund Classes.
    
    Under this automatic exchange program, shareholders can
   authorize regular monthly investments (minimum of $100 per
   fund) to be liquidated from their account and invested
   automatically into other mutual funds in the Delaware Group,
   subject to the conditions and limitations set forth in the
   Fund Classes' Prospectus.  The investment will be made on
   the 20th day of each month (or, if the fund selected is not
   open that day, the next business day) at the public offering
   price or net asset value, as applicable, of the fund
   selected on the date of investment.  No investment will be
   made for any month if the value of the shareholder's account
   is less than the amount specified for investment.
    
    Periodic investment through the Wealth Builder Option does
   not insure profits or protect against losses in a declining
   market.  The price of the fund into which investments are
   made could fluctuate.  Since this program involves
   continuous investment regardless of such fluctuating value,
   investors selecting this option should consider their
   financial ability to continue to participate in the program
   through periods of low fund share prices. This program
   involves automatic exchanges between two or more fund
   accounts and is treated as a purchase of shares of the fund
   into which investments are made through the program.  See
   Exchange Privilege for a brief summary of the tax
   consequences of exchanges.  Shareholders can terminate their
   participation at any time by giving written notice to their
   Fund.
       
    This option is not available to participants in the
   following plans:  SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE
   401(k), Profit Sharing and Money Purchase Pension Plans,
   401(k) Defined Contribution Plans, or 403(b)(7) or 457
   Deferred Compensation Plans.  This option also is not
   available to shareholders of the Institutional Classes.
        
       
    Delaware Group Asset Planner
    To invest in Delaware Group funds using the Delaware Group
   Asset Planner asset allocation service, you should complete
   a Delaware Group Asset Planner Account Registration Form,
   which is available only from a financial adviser or
   investment dealer.  Effective September 1, 1997, the
   Delaware Group Asset Planner Service is only available to
   financial advisers or investment dealers who have previously
   used this service.  The Delaware Group Asset Planner service
   offers a choice of four predesigned asset allocation
   strategies (each with a different risk/reward profile) in
   predetermined percentages in Delaware Group funds.  With the
   help of a financial adviser, you may also design a
   customized asset allocation strategy.
    
    The sales charge on an investment through the Asset
   Planner service is determined by the individual sales
   charges of the underlying funds and their percentage
   allocation in the selected Strategy.  Exchanges from
   existing Delaware Group accounts into the Asset Planner
   service may be made at net asset value under the
   circumstances described under Investing by Exchange in the
   Prospectus.  Also see Buying Class A Shares at Net
   Asset Value under Classes of Shares.  The minimum initial
   investment per Strategy is $2,000; subsequent investments
   must be at least $100.  Individual fund minimums do not
   apply to investments made using the Asset Planner service. 
   Class A, Class B and Class C Shares are available through
   the Asset Planner service.  Generally, only shares within
   the same class may be used within the same Strategy.  
   However, Class A Shares of a Fund and of other funds in the
   Delaware Group may be used in the same Strategy with
   consultant class shares that are offered by certain other
   Delaware Group funds. 
    
    An annual maintenance fee, currently $35 per Strategy, is
   due at the time of initial investment and by September 30 of
   each subsequent year.  The fee, payable to Delaware Service
   Company, Inc. to defray extra costs associated with
   administering the Asset Planner service, will be deducted
   automatically from one of the funds within your Asset
   Planner account if not paid by September 30.  However,
   effective November 1, 1996, the annual maintenance fee is
   waived until further notice.  Investors who utilize the
   Asset Planner for an IRA will continue to pay an annual IRA
   fee of $15 per Social Security number.  Investors will
   receive a customized quarterly Strategy Report summarizing
   all Delaware Group Asset Planner investment performance and
   account activity during the prior period.  Confirmation
   statements will be sent following all transactions other
   than those involving a reinvestment of distributions.
    
    Certain shareholder services are not available to 
   investors using the Asset Planner service, due to its
   special design.  These include Delaphone, Checkwriting,
   Wealth Builder Option and Letter of Intention.  Systematic
   Withdrawal Plans are available after the account has been
   open for two years.
        
    
    Retirement Plans for the Fund Classes
       
    An investment in a Fund may be suitable for tax-deferred
   retirement plans.  Delaware Group offers a full spectrum of
   qualified and non-qualified retirement plans, including the
   401(k) deferred compensation plan, Individual Retirement
   Account ("IRA"), and the new Roth IRA.  See Appendix A for
   additional information on IRAs.  
    
    
   
    The CDSC may be waived on certain redemptions of Class B
   Shares and Class C Shares.  See Waiver of Contingent
   Deferred Sales Charge - Class B and Class C Shares under
   Redemption and Exchange in the Prospectuses for the Fund
   Classes for a list of the instances in which the CDSC is
   waived.
    
    Purchases of Class B Shares are subject to a maximum
   purchase limitation of $250,000 for retirement plans.
   Purchases of Class C Shares must be in an amount that is
   less than $1,000,000 for such plans.  The maximum purchase
   limitations apply only to the initial purchase of shares by
   the retirement  plan.
    
    Minimum investment limitations generally applicable to
   other investors do not apply to retirement plans, other than
   Individual Retirement Accounts for which there is a minimum
   initial purchase of $250, and a minimum subsequent purchase
   of $25, regardless of which class is selected.  Retirement
   plans may be subject to plan establishment fees, annual
   maintenance fees and/or other administrative or trustee
   fees.  Fees are based upon the number of participants in the
   plan as well as the services selected.  Additional
   information about fees is included in retirement plan
   materials.  Fees are quoted upon request.  Annual
   maintenance fees may be shared by Delaware Management Trust
   Company, the Transfer Agent, other affiliates of the Manager
   and others that provide services to such plans. 
    
    Certain shareholder investment services available to non-
   retirement plan shareholders may not be available to
   retirement plan shareholders.   Certain retirement plans may
   qualify to purchase shares of the Institutional Classes. 
   See The Institutional Classes, above.  For additional
   information on any of the plans and Delaware's retirement
   services, call the Shareholder Service Center telephone
   number.
    
    It is advisable for an investor considering any one of the
   retirement plans described below to consult with an
   attorney, accountant or a qualified retirement plan
   consultant.  For further details, including applications for
   any of these plans, contact your investment dealer or the
   Distributor.
    
    Taxable distributions from the retirement plans may be
   subject to withholding.
    
    Please contact your investment dealer or the Distributor
   for the special application forms required for the plans.
    
    
   
        
    DETERMINING OFFERING PRICE AND NET ASSET VALUE
    
    Orders for purchases of Class A Shares are effected at the
   offering price next calculated by the Fund in which shares
   are being purchased after receipt of the order by the Fund
   or its agent.  Orders for purchases of Class B Shares, Class
   C Shares and Institutional Class shares are effected at the
   net asset value per share next calculated by the Fund in
   which shares are being purchased after receipt of the order
   by the Fund or its agent.  Selling dealers are responsible
   for transmitting orders promptly.
    
    The offering price for Class A Shares consists of the net
   asset value per share plus any applicable front-end sales
   charges.  Offering price and net asset value are computed as
   of the close of regular trading on the New York Stock
   Exchange (ordinarily, 4 p.m., Eastern time) on days when the
   Exchange is open.  The New York Stock Exchange is scheduled
   to be open Monday through Friday throughout the year except
   for New Year's Day, Presidents' Day, Good Friday, Memorial
   Day, Independence Day, Labor Day, Thanksgiving and
   Christmas.  When the New York Stock Exchange is closed, the
   Funds will generally be closed, pricing calculations will
   not be made and purchase and redemption orders will not be
   processed.
    
    An example showing how to calculate the net asset value
   per share and, in the case of Class A Shares, the offering
   price per share, is included in the Funds' financial
   statements which are incorporated by reference into this
   Part B.
    
    Each Fund's net asset value per share is computed by
   adding the value of all the securities and other assets in
   the Fund's portfolio, deducting any liabilities of the Fund,
   and dividing by the number of Fund shares outstanding. 
   Expenses and fees are accrued daily.  In determining a
   Fund's total net assets, portfolio securities primarily
   listed or traded on a national or foreign securities
   exchange, except for bonds, are valued at the last sale
   price on that exchange.  Exchange traded options are valued
   at the last reported sale price or, if no sales are
   reported, at the mean between bid and asked
    prices.  Non-exchange traded options are valued at fair
   value using a mathematical model.  Futures contracts are
   valued at their daily quoted settlement price.  For
   valuation purposes, foreign securities initially expressed
   in foreign currency values will be converted into U.S.
   dollar values at the mean between the bid and offered
   quotations of such currencies against U.S. dollars as last
   quoted by any recognized dealer or major bank which is a
   regular participant in the institutional foreign exchange
   markets.  Securities not traded on a particular day,
   over-the-counter securities, and government and
   agency securities are valued at the mean value between bid
   and asked prices.  Money market instruments having a
   maturity of less than 60 days are valued at amortized cost. 
   Debt securities (other than short-term obligations) are
   valued on the basis of valuations provided by a pricing
   service when such prices are believed to reflect the fair
   value of such securities.  Use of a pricing service has been
   approved by the Board of Directors.  Prices provided by a
   pricing service take into account appropriate factors such
   as institutional trading in similar groups of securities,
   yield, quality, coupon rate, maturity, type of issue,
   trading characteristics and other market data.  Subject to
   the foregoing, securities for which market quotations are
   not readily available and other assets are valued at fair
   value as determined in good faith and in a
   method approved by the Board of Directors.
       
    Each class of a Fund will bear, pro-rata, all of the
   common expenses of that Fund.  The net asset values of all
   outstanding shares of each class of a Fund will be computed
   on a pro-rata basis for each outstanding share based on the
   proportionate participation in that Fund represented by the
   value of shares of that class.  All income earned and
   expenses incurred by a Fund will be borne on a pro-rata
   basis by each outstanding share of a class, based on each
   class' percentage in that Fund represented by the value of
   shares of such classes, except that the Institutional
   Classes will not incur any of the expenses under Global
   Funds, Inc.'s 12b-1 Plans and Class A, Class B and Class C
   Shares alone will bear the 12b-1 Plan fees payable under
   their respective Plans.  Due to the specific distribution
   expenses and other costs that will be allocable to each
   class, the net asset value of each class of a
   Fund will vary.   During the period the current waivers of
   12b-1 Plan expenses by the Distributor in connection with
   the distribution of Class A, Class B and Class C Shares of
   Global Equity Fund and International Small Cap Fund remain
   applicable no such variance shall arise.
        
    REDEMPTION AND REPURCHASE
    
    Any shareholder may require a Fund to redeem shares by
   sending a written request, signed by the record owner or
   owners exactly as the shares are registered, to the Fund, at
   1818 Market Street, Philadelphia, PA 19103.  In addition,
   certain expedited redemption methods described below are
   available when stock certificates have not been issued. 
   Certificates are issued for Class A Shares and Institutional
   Class shares only if a shareholder specifically requests
   them.  Certificates are not issued for Class B Shares or
   Class C Shares.  If stock certificates have been issued for
   shares being redeemed, they must accompany the written
   request.  For redemptions of $50,000 or less paid to the
   shareholder at the address of record, the request must be
   signed by all owners of the shares or the investment dealer
   of record, but a signature guarantee is not required.  When
   the redemption is for more than $50,000, or if
   payment is made to someone else or to another address,
   signatures of all record owners are required and a signature
   guarantee may be required.  Each signature guarantee must be
   supplied by an eligible guarantor institution.  Each Fund
   reserves the right to reject a signature guarantee supplied
   by  an eligible institution based on its creditworthiness. 
   The Funds may request further documentation from
   corporations, retirement plans, executors, administrators,
   trustees or guardians.
    
    In addition to redemption of Fund shares, the Distributor,
   acting as agent of the Funds, offers to repurchase Fund
   shares from broker/dealers acting on behalf of shareholders. 
   The redemption or repurchase price, which may be more or
   less than the shareholder's cost, is the net asset value per
   share next determined after receipt of the request in good
   order by the respective Fund or its agent, subject to any
   applicable CDSC or Limited CDSC.  This is computed and
   effective at the time the offering price and net asset value
   are determined.  See Determining Offering Price and Net
   Asset Value.  The Funds and the Distributor end their
   business days at 5 p.m., Eastern time.  This offer is
   discretionary and may be completely withdrawn without
   further notice by the Distributor.
    
    Orders for the repurchase of Fund shares which are
   submitted to the Distributor prior to the close of its
   business day will be executed at the net asset value per
   share computed that day (subject to the applicable CDSC or
   Limited CDSC), if the repurchase order was received by the
   broker/dealer from the shareholder prior to the time the
   offering price and net asset value are determined on such
   day.  The selling dealer has the responsibility of
   transmitting orders to the Distributor promptly.  Such
   repurchase is then settled as an ordinary transaction with
   the broker/dealer (who may make a charge to the shareholder
   for this service) delivering the shares repurchased.
    
    Certain redemptions of Class A Shares purchased at net
   asset value may result in the imposition of a Limited CDSC. 
   See Contingent Deferred Sales Charge for Certain Redemptions
   of Class A Shares Purchased at Net Asset Value under
   Redemption and Exchange in the Prospectus for the Fund
   Classes.  Class B Shares are subject to a CDSC of: (i) 4% if
   shares are redeemed within two years of purchase; (ii) 3% if
   shares are redeemed during the third or fourth year
   following purchase; (iii) 2% if shares are redeemed
   during the fifth year following purchase; and (iv) 1% if
   shares are redeemed during the sixth year following
   purchase.  Class C Shares are subject to a CDSC of 1% if
   shares are redeemed within 12 months following purchase. 
   See Contingent Deferred Sales Charge - Class B Shares and
   Class C Shares under Classes of Shares in the Prospectus for
   the Fund Classes.  Except for the applicable CDSC or Limited
   CDSC and, with respect to the expedited payment by
   wiredescribed below for which, in the case of the Fund
   Classes, there is currently a $7.50 bank wiring cost,
   neither the Funds nor the Distributor charges a
   fee for redemptions or repurchases, but such fees could be
   charged at any time in the future.
    
    Payment for shares redeemed will ordinarily be mailed the
   next business day, but in no case later than seven days,
   after receipt of a redemption request in good order;
   provided, however, that each commitment to mail or wire
   redemption proceeds by a certain time, as described below,
   is modified by the qualifications described in the next
   paragraph.
    
    Each Fund will process written or telephone redemption
   requests to the extent that the purchase orders for the
   shares being redeemed have already been settled.  A Fund
   will honor the redemption requests as to shares for which a
   check was tendered as payment, but a Fund will not mail or
   wire the proceeds until it is reasonably satisfied that the
   check has cleared. This potential delay can be avoided by
   making investments by wiring Federal Funds.
    
    If a shareholder has been credited with a purchase by a
   check which is subsequently returned unpaid for insufficient
   funds or for any other reason, the Fund involved will
   automatically redeem from the shareholder's account the
   shares purchased by the check plus any dividends earned
   thereon.  Shareholders may be responsible for any losses to
   a Fund or to the Distributor.
    
    In case of a suspension of the determination of the net
   asset value because the New York Stock Exchange is closed
   for other than weekends or holidays, or trading thereon is
   restricted or an emergency exists as a result of which
   disposal by a Fund of securities owned by it is not
   reasonably practical, or it is not reasonably practical for
   a Fund fairly to value its assets, or in the event that the
   Securities and Exchange Commission has provided for such
   suspension for the protection of shareholders, a Fund may
   postpone payment or suspend the right of redemption or
   repurchase.  In such case, the shareholder may withdraw the
   request for redemption or leave it standing as a request for
   redemption at the net asset value next determined after the
   suspension has been terminated.
    
    Payment for shares redeemed or repurchased may be made
   either in cash or kind, or partly in cash and partly in
   kind.  Any portfolio securities paid or distributed in kind
   would be valued as described in Determining Offering Price
   and Net Asset Value.  Subsequent sale by an investor
   receiving a distribution in kind could result in the payment
   of brokerage commissions.  However, Global Funds, Inc. has
   elected to be governed by Rule 18f-1 under the 1940 Act
   pursuant to which each Fund is obligated to redeem shares
   solely in cash up to the lesser of $250,000 or 1% of the net
   asset value of such Fund during any 90-day period for any
   one shareholder.
    
    The value of a Fund's investments is subject to changing
   market prices.  Thus, a shareholder reselling shares to a
   Fund may sustain either a gain or loss, depending upon the
   price paid and the price received for such shares.
    
    Small Accounts
    Before a Fund involuntarily redeems shares from an account
   that, under the circumstances listed in the relevant
   Prospectus, has remained below the minimum amounts required
   by Global Funds, Inc.'s Prospectuses and sends the proceeds
   to the shareholder, the shareholder will be notified in
   writing that the value of the shares in the account is less
   than the minimum required and will be allowed 60 days from
   the date of notice to make an additional investment to meet
   the required minimum.  See  The Conditions of Your Purchase
   under  How to Buy Shares in Global Funds, Inc.'s 
   Prospectuses.  Any redemption in an inactive account
   established with a minimum investment may trigger mandatory
   redemption.  No CDSC or Limited CDSC will apply to
   redemptions described in this paragraph.
    
    With respect to International Equity Fund and Global
   Assets Fund only, effective November 29, 1995, the minimum
   initial investment in Class A Shares was increased from $250
   to $1,000.  Class A accounts that were established prior to
   November 29, 1995 and maintain a balance in excess of $250
   will not presently be subject to the $9 quarterly service
   fee that may be assessed on accounts with balances below the
   stated minimum nor be subject to involuntary redemption.
    
                                *      *      *
    
    Each Fund has made available certain redemption
   privileges, as described below.  The Funds reserve the right
   to suspend or terminate these expedited payment procedures
   upon 60 days' written notice to shareholders.
    
    Expedited Telephone Redemptions
    Shareholders of the Fund Classes or their investment
   dealers of record wishing to redeem any amount of shares of
   $50,000 or less for which certificates have not been issued
   may call the Shareholder Service Center at 800-523-1918 or,
   in the case of shareholders of the Institutional Classes,
   their Client Services Representative at 800-828-5052 prior
   to the time the offering price and net asset value are
   determined, as noted above, and have the proceeds mailed to
   them at the address of record.  Checks payable to the
   shareholder(s) of record will normally be mailed the next
   business day, but no later than seven days, after the
   receipt of the redemption request.  This option is only
   available to individual, joint and individual fiduciary-type
   accounts.
    
    In addition, redemption proceeds of $1,000 or more can be
   transferred to your predesignated bank account by wire or by
   check by calling the phone numbers listed above.  An
   authorization form must have been completed by the
   shareholder and filed with the relevant Fund before the
   request is received.  Payment will be made by wire or check
   to the bank account designated on the authorization form as
   follows:
    
    1.  Payment by Wire:  Request that Federal Funds be wired
   to the bank account designated on the authorization form. 
   Redemption proceeds will normally be wired on the next
   business day following receipt of the redemption request. 
   There is a $7.50 wiring fee (subject to change) charged by
   CoreStates Bank, N.A. which will be deducted from the
   withdrawal proceeds each time the shareholder requests a
   redemption from Class A Shares, Class B Shares and Class C
   Shares.  If the proceeds are wired to the shareholder's
   account at a bank which is not a member of the Federal
   Reserve System, there could be a delay in the crediting of
   the funds to the shareholder's bank account.
    
    2.  Payment by Check:  Request a check be mailed to the
   bank account designated on the authorization form. 
   Redemption proceeds will normally be mailed the next
   business day, but no later than seven days, from the date of
   the telephone request.  This procedure will take longer than
   the Payment by Wire option (1 above) because of the extra
   time necessary for the mailing and clearing of the check
   after the bank receives it.
    
    Redemption Requirements:  In order to change the name of
   the bank and the account number it will be necessary to send
   a written request to the relevant Fund and a signature
   guarantee may be required.  Each signature guarantee must be
   supplied by an eligible guarantor institution.  The Funds
   reserve the right to reject a signature guarantee supplied
   by an eligible institution based on its creditworthiness.
    
    To reduce the shareholder's risk of attempted fraudulent
   use of the telephone redemption procedure, payment will be
   made only to the bank account designated on the
   authorization form.
    
    If expedited payment under these procedures could
   adversely affect a Fund, such Fund may take up to seven days
   to  pay the shareholder.
    
    Neither the Funds nor the Funds' Transfer Agent is
   responsible for any shareholder loss incurred in acting upon
   written or telephone instructions for redemption or exchange
   of Fund shares which are reasonably believed to be genuine. 
   With respect to such telephone transactions, each Fund will
   follow reasonable procedures to confirm that instructions
   communicated  by telephone are genuine (including
   verification of a form of personal identification) as, if it
   does not, such Fund or the Transfer Agent may be liable for
   any losses due to unauthorized or fraudulent transactions. 
   Telephone instructions received by shareholders of the Fund
   Classes are generally tape recorded.  A written confirmation
   will be provided for all purchase, exchange and redemption
   transactions initiated by telephone.
    
    Systematic Withdrawal Plans
    Shareholders of Class A, Class B and Class C Shares who
   own or purchase $5,000 or more of shares at the offering
   price, or net asset value, as applicable, for which
   certificates have not been issued may establish a Systematic
   Withdrawal Plan for monthly withdrawals of $25 or more, or
   quarterly withdrawals of $75 or more, although the  Funds do
   not recommend any specific amount of withdrawal.  This
   $5,000 minimum does not apply for a Fund's prototype
   retirement plans.  Shares purchased with the initial
   investment and through reinvestment of cash dividends
   and realized securities profits distributions will be
   credited to the shareholder's account and sufficient full
   and fractional shares will be redeemed at the net asset
   value calculated on the third business day preceding the
   mailing date.
    
    Checks are dated either the 1st or the 15th of the month,
   as selected by the shareholder (unless such date falls on a
   holiday or a weekend) and are normally mailed within two
   business days.  Both ordinary income dividends and realized
   securities profits distributions will be automatically
   reinvested in additional shares of a Class at net asset
   value.  This plan is not recommended for all investors and
   should be started only after careful consideration of its
   operation and effect upon the investor's savings and
   investment program.  To the extent that withdrawal payments
   from the plan exceed any dividends and/or realized
   securities profits distributions paid on shares held under
   the plan, the withdrawal payments will represent a return of
   capital and the share balance may in time be depleted,
   particularly in a declining market.
    
    The sale of shares for withdrawal payments constitutes a
   taxable event and a shareholder may incur a capital gain or
   loss for federal income tax purposes.  This gain or loss may
   be long-term or short-term depending on the holding period
   for the specific shares liquidated.  Premature withdrawals
   from retirement plans may have adverse tax consequences.
    
    Withdrawals under this plan made concurrently with the
   purchases of additional shares of the same Fund may be
   disadvantageous to the shareholder.  Purchases of Class A
   Shares through a periodic investment program in a fund
   managed by the Manager must be terminated before a
   Systematic Withdrawal Plan with respect to such shares can
   take effect, except if the shareholder is a participant in
   one of our retirement plans or is investing in Delaware
   Group funds which do not carry a sales charge. Redemptions
   of Class A Shares pursuant to a Systematic Withdrawal Plan
   may be subject to a Limited CDSC if the purchase was made at
   net asset value and a dealer's commission has been paid on
   that purchase.  Redemptions of Class B Shares or Class C
   Shares pursuant to a Systematic Withdrawal Plan may be
   subject to a CDSC, unless the annual amount selected to be
   withdrawn is less than 12% of the account balance on the
   date that the Systematic Withdrawal Plan was established. 
   See Waiver of Contingent Deferred Sales Charge - Class B and
   Class C Shares and Waiver of Limited Contingent Deferred
   Sales Charge - Class A Shares under Redemption and Exchange
   in the Prospectus for the Fund Classes.  Shareholders should
   consult their financial advisers to determine whether a
   Systematic Withdrawal Plan would be suitable for them.
    
    An investor wishing to start a Systematic Withdrawal Plan
   must complete an authorization form.  If the recipient of
   Systematic Withdrawal Plan payments is other than the
   registered shareholder, the shareholder's signature on this
   authorization must be guaranteed.  Each signature guarantee
   must be supplied by an eligible guarantor institution.  The
   Funds reserve the right to reject a signature guarantee
  supplied by an eligible institution based on its
   creditworthiness.  This plan may be terminated by the
   shareholder or the Transfer Agent at any time by giving
   written notice.
       
    The Systematic Withdrawal Plan is not available for the
   Institutional Classes, or currently, any of the Fund Classes
   of Global Equity Fund or International Small Cap Fund.
        
    DISTRIBUTIONS
    
    International Equity Fund and Global Assets Fund will
   normally declare and make payments from net investment
   income on a quarterly basis.  Global Bond Fund will normally
   declare and make payments from net investment income on a
   monthly basis.  International Small Cap, Emerging Markets
   and Global Equity Funds each will normally declare and make
   payments from net investment income on an annual basis.
    
    Payments from net realized securities profits of a Fund,
   if any, will be distributed annually in the quarter
   following the close of the fiscal year.
    
    Dividend payments of $1.00 or less will be automatically
   reinvested, notwithstanding a shareholder's election to
   receive dividends in cash. If such a shareholder's dividends
   increase to greater than $1.00, the shareholder would have
   to file a new election in order to begin receiving dividends
   in cash again.  Any check in payment of dividends or other
   distributions which cannot be delivered by the United States
   Post Office or which remains uncashed for a period of more
   than one year may be reinvested in the shareholder's account
   at the then-current net asset value and the dividend option
   may be changed from cash to reinvest.  A Fund may deduct
   from a shareholder's account the costs of the Fund's effort
   to locate a shareholder if a shareholder's mail is returned
   by the U.S. Post Office or the Fund is otherwise unable to
   locate the shareholder or verify the shareholder's mailing
   address.  These costs may include a percentage of the
   account when a search company charges a percentage fee in
   exchange for their location services.  
    
    Each class of shares of a Fund will share proportionately
   in the investment income and expenses of such Fund, except
   that, absent any applicable fee waiver, Class A Shares,
   Class B Shares and Class C Shares alone will incur
   distribution fees under their respective 12b-1 Plans.
       
    Under the Taxpayer Relief act of 1997 (the "1997 Act"), a
    Fund is required to track its sales of portfolio securities
   and to report its capital gain distributions to you according
  to the following categories of holding periods:
    
          "Pre-Act long-term capital gains":   securities sold by a
    Fund before May 7, 1997, that were held for more than 12
   months.  These gains will be taxable to individual investors
   at a maximum rate of 28%.
    
    "Mid-term capital gains" or "28 percent rate gain": 
   securities sold by a Fund after July 28, 1997 that were held
   more than one year but not more than 18 months.  These gains
   will be taxable to individual investors at a maximum rate of
   28%.
    
    "1997 Act long-term capital gains" or "20 percent rate
   gain":  securities sold by a Fund between May 7, 1997 and
   July 28, 1997 that were held for more than 12 months, and
   securities sold by a Fund after July 28, 1997 that were held
   for more than 18 months.  These gains will be taxable to
   individual investors at a maximum rate of 20% for investors
   in the 28% or higher federal income tax brackets, and at a
   maximum rate of 10% for investors in the 15% federal income
   tax bracket.
    
    "Qualified 5-year gains":  For individuals in the 15%
   bracket, qualified 5-year gains are net gains on securities
   held for more than 5 years which are sold after December 31,
   2000.  For individual who are subject to tax at higher rate
   brackets, qualified 5-year gains are net gains on securities
   which are purchased after December 31, 2000 and are held for
   more than 5 years.  Taxpayers subject to tax at a higher
   rate brackets may also make an election for shares held on
   January 1, 2001 to recognize gain on their shares in order
   to qualify such shares as qualified 5-year property.  These
   gains will be taxable to individual investors at a maximum
   rate of 18% for investors in the 28% or higher federal
   income tax brackets, and at a maximum rate of 8% for
   investors in the 15% federal income tax bracket.
    
    Because of each Fund's investment policy, it is expected
   that either none or only a nominal portion of a Fund's
   dividends will be eligible for the dividends-received
   deduction for corporations.  The portion of dividends paid
   by a Fund that so qualifies will be designated each year in
   a notice mailed to the Fund's shareholders, and cannot
   exceed the gross amount of dividends received by a Fund from
   domestic (U.S.) corporations that would have qualified for
   the dividends-received deduction in the hands of a Fund if
   the Fund was a regular corporation.  The availability of the
   dividends-received deduction is subject to certain holding
   period and debt financing restrictions imposed under the
   Code on the corporation claiming the deduction.  Under the
   1997 Act, the amount that a Fund may designate as eligible
   for the dividends-received deduction will be reduced or
   eliminated if the shares on which the dividends
   earned by the Fund were debt-financed or held by the Fund
   for less than a 46-day period during a 90-day period
   beginning 45 days before the ex-dividend date and ending 45
   days after the ex-dividend date.  Similarly, if your Fund
   shares are debt-financed or held by you for less than a
   46-day period during a 90-day period beginning 45 days
   before the ex-dividend date and ending 45 days after the
   ex-dividend date, then the dividends-received deduction for
   Fund dividends on your shares may also be reduced or
   eliminated.  Even if designated as dividends eligible for
   the dividends-received deduction, all dividends (including
   any deducted portion) must be included in your
   alternative minimum taxable income calculation.  
    
    Shareholders will be notified annually by Global Funds,
   Inc., Inc. as to the federal income tax status of dividends
   and distributions paid by their Fund.
    
    In addition to the federal taxes described above,
   shareholders may or may not be subject to various state and
   local taxes.  Because shareholders' state and local taxes
   may be different than the federal taxes described above,
   shareholders should consult their own tax advisers.
        
    See also Other Tax Requirements under Accounting and Tax
   Issues in this Part B.
    
    INVESTMENT MANAGEMENT AGREEMENTS AND SUB-ADVISORY AGREEMENT
       
    Delaware International Advisers Ltd. ("Delaware 
   International" or the "Manager"), located at Third Floor, 80
   Cheapside, London, England  EC2V 6EE, furnishes investment
   management services to each Fund, subject to the supervision
   and direction of Global Funds, Inc.'s Board of Directors. 
   Delaware International is affiliated with Delaware
   Management Company, Inc. ("Delaware").  Delaware
   International has entered into separate Sub-Advisory
   Agreements with Delaware for Global Assets Fund and Global
   Equity Fund.
    
    Delaware Management Company, Inc. ("Delaware") and its
   predecessors have been managing the funds in the Delaware
   Group since 1938.  On October 31, 1997, Delaware and its
   affiliates in the Delaware Group, including the Manager,
   were managing in the aggregate more than $38 billion in
   assets in the various institutional or separately managed
   (approximately $22,496,609,000) and investment company
   (approximately $16,012,252,000) accounts.
        
    The Investment Management Agreement for each Fund, with
   the exception of International Small Cap, Emerging Markets
   and Global Equity Funds, and the Sub-Advisory Agreement for
   Global Assets Fund are dated April 3, 1995 and were approved
   by shareholders on March 29, 1995.  The Investment
   Management Agreement for Emerging Markets Fund is dated May
   1, 1996 and was approved by shareholders on April 30, 1996. 
   The Investment Management Agreements for International Small
   Cap Fund and Global Equity Fund, and the Sub-Advisory
   Agreement for Global Equity Fund are each dated July 21,
   1997 and were approved by the initial shareholder on July
   18, 1997.
    
    The Agreements have an initial term of two years and may
   be further renewed after their initial terms only so long as
   such renewal and continuance are specifically approved at
   least annually by the Board of Directors or by vote of a
   majority of the outstanding voting securities of the Fund to
   which the Agreement relates, and only if the terms of the
   renewal thereof have been approved by the vote of a majority
   of the directors of Global Funds, Inc. who are not parties
   thereto or interested persons of any such party, cast in
   person at a meeting called for the purpose of voting on such
   approval.  The Agreements are terminable without penalty on
   60 days' notice by the directors of Global Funds, Inc. or by
   the Manager.  The Agreements will terminate automatically in
   the event of their assignment.
    
    The Manager manages each Fund's investments.  The
   compensation paid by International Equity, Global Bond and
   Global Assets Funds for investment management services is
   equal to (on an annual basis) 0.75% of each Fund's
   respective average daily net assets, less all directors'
   fees paid to the unaffiliated directors by the Fund.  The
   compensation paid by International Small Cap Fund and
   Emerging Markets Fund for investment management services is
   equal to (on an annual basis) 1.25% of the Fund's average
   daily net assets and the investment management compensation
   paid by Global Equity Fund, is equal to (on an annual basis)
   0.80% of the Fund's average daily net assets.  The fees paid
   to Delaware International, while higher than the advisory
   fees paid to other mutual funds in general, are comparable
   to fees paid by other mutual funds with similar objectives
   and policies.
    
    Under the separate Sub-Advisory Agreements for Global
   Assets Fund and Global Equity Fund, Delaware manages the
   Funds' investments in U.S. securities.  Delaware will
   receive from the Manager, 25% of the investment management
   fees under the Manager's Investment Management Agreement
   with Global Funds, Inc. on behalf of Global Assets Fund and
   50% of the investment management fees under the Investment
   Management Agreement for Global Equity Fund.
    
    On November 30, 1996, the total net assets of Global
   Funds, Inc. were $173,937,190, broken down as follows:  
    
    International Equity Fund             $136,158,064
    Global Bond Fund                       $10,999,283
    Global Assets Fund                     $20,063,476
    Emerging Markets Fund                   $6,716,367
       
        Beginning December 1, 1995, Delaware International had
   elected voluntarily to waive that portion, if any, of the
   annual management fees payable by International Equity Fund,
   Global Bond Fund and Global Assets Fund and to reimburse the
   Fund's expenses to the extent necessary to ensure that the
   Total Operating Expenses (i) of Class A Shares of those
   Funds do not exceed 1.85%, 1.25% and 1.25%, respectively,
   (ii) of Class B Shares of those Funds do not exceed 2.55%,
   1.95% and 1.95%, respectively, and (iii) of Institutional
   Class of shares of those Funds do not exceed 1.55%, 0.95%
   and 0.95%, respectively (in each case, exclusive of taxes,
   interest, brokerage commissions and extraordinary expenses,
   but inclusive of 12b-1 expenses) through November 30, 1997. 
   Delaware International had elected to voluntarily waive that
   portion, if any, of the annual management fees payable by
   Emerging Markets Fund and to reimburse the Fund's expenses
   to ensure that the Total Operating Expenses of Class A
   Shares, Class B Shares, Class C Shares and the Institutional
   Class of this Fund did not exceed 2.00%, 2.70%, 2.70% and
   1.70% (exclusive of taxes, interest, brokerage commissions
   and extraordinary expenses, but inclusive of applicable
   12b-1 expenses) from the date of initial public offering
   through November 30, 1996.  The voluntary waivers for each
   of these Funds have been extended through May 31, 1998.
    
    Beginning with the commencement of operations of 
   International Small Cap Fund through May 31, 1998, the
   Distributor has elected to voluntarily waive 12b-1 expenses
   and Delaware International has voluntarily elected to waive
   that portion, if any, of the annual management fees payable
   by International Small Cap Fund and to reimburse the Fund's
   expenses to the extent necessary to ensure that the Total
   Operating Expenses of the Class A Shares, Class B Shares,
   Class C Shares and the Institutional Class of this Fund do
   not exceed 1.25% on an annualized basis.
    
        
    Beginning with the commencement of operations of Global
   Equity Fund through December 31, 1997, the Distributor has
   elected to voluntarily waive 12b-1 expenses and Delaware
   International has elected to voluntarily waive that portion,
   if any, of the annual management fees payable by Global
   Equity Fund and to reimburse the Fund's expenses to the
   extent necessary to ensure that the Total Operating Expenses
   of each Class of the Fund do not exceed 0.80% on an
   annualized basis.
    
    From June 1, 1994 through November 30, 1994, Delaware
   International elected voluntarily to waive that portion, if
   any, of the annual management fees payable by International
   Equity Fund and to reimburse the Fund's expenses to the
   extent necessary to ensure that the Total Operating Expenses
   of International Equity Fund A Class and International
   Equity Fund Institutional Class did not exceed 1.50%
   (exclusive of taxes, interest, brokerage commissions,
   extraordinary expenses and, in the case of International
   Equity Fund A Class, 12b-1 expenses).  Through November 30,
   1994, the waiver and reimbursement noted above with respect
   to International Equity Fund A Class also applied to
   International Equity Fund B Class.  Prior to June
   1, 1994, a waiver and reimbursement commitment was in place
   to ensure expenses did not exceed 1.25% (exclusive of taxes,
   interest, brokerage commissions and extraordinary expenses,
   but inclusive of 12b-1 expenses) and 0.95% (exclusive of
   taxes, interest, brokerage commissions and extraordinary
   expenses) for International Equity Fund A Class and
   International Equity Fund Institutional Class, respectively. 
   Delaware International had also elected to voluntarily waive
   that portion, if any, of the annual management fees payable
   by Global Bond Fund and Global Assets Fund and to reimburse
   a Fund's expenses to ensure that the Total Operating
   Expenses of these Funds (exclusive of taxes, interest,
   brokerage commissions, extraordinary expenses and, in the
   case of Global Bond Fund A Class, Global Bond Fund
   B Class, Global Assets Fund A Class and Global Assets Fund B
   Class, 12b-1 expenses) did not exceed 0.95% through November
   30, 1995.
    
    Investment management fees incurred for the last three
   fiscal years with respect to each Fund which was operational
   at the end of the last fiscal year follows:
    
    <TABLE>
    <CAPTION>
    
                     November 30,   November 30,   November 30,
    Fund             1996              1995              1994
    
    <S>               <C>                 <C>               <C>
    International    $792,625          $512,638       $415,544 
    Equity Fund      earned            paid           earned
                     $683,170                         $266,273
                     109,455                          paid    
                     waived                           $149,271
                                                      waived
    
    Global 
    Bond Fund(1)     $29,065           $4,777         N/A
                     earned            earned
                       -$0- paid       -$0- paid      N/A
                     $29,065           $4,777          N/A 
                     waived            waived
    
    Global 
    Assets Fund(1)   $95,908           $12,907        N/A
                     paid              earned 
                     -$0- paid         -$0- paid      N/A
                     $95,908           $12,907        N/A
                     waived            waived 
    
    Emerging 
    Markets 
    Fund(2)          $35,197           N/A            N/A 
                     earned 
                     -$0- paid         N/A            N/A
                     $35,197           N/A            N/A
                     waived 
    </TABLE>
    (1) Date of initial public offering was December 27, 1994.
    (2) Date of initial public offering was June 10, 1996.
    
    Delaware International and Delaware are controlled and 
    indirectly, wholly owned by Delaware Management Holdings,
    Inc.
    
    Except for those expenses borne by the Manager under the
   Investment Management Agreements and the Distributor under
   the Distribution Agreements, each Fund is responsible for
   all of its own expenses.  Among others, these include each
   Fund's proportionate share of rent and certain other
   administrative expenses; the investment management fees;
   transfer and dividend disbursing agent fees and costs;
   custodian expenses; federal and state securities
   registration fees; proxy costs; and the costs of preparing
   prospectuses and reports sent to shareholders.
    
    The ratios of expenses to average net assets for the
   fiscal year ended November 30, 1996 for each Class of
   International Equity Fund, Global Bond Fund and Global
   Assets Fund were as follows:
    
                                                          
                  Class A   Class B   Class C   Institutional
                  Shares    Shares    Shares         Class     
    International 
    Equity Fund   1.85%     2.55%     2.55%          1.55%
    
    Global Bond 
    Fund          1.25%     1.95%     1.95%          0.95%
    
    Global Assets 
    Fund          1.25%     1.95%     1.95%          0.95%
    
      The ratios for Class A Shares, Class B Shares and Class C
   Shares reflect the impact of 12b-1 Plan fees and the ratios
   for each Class reflect the voluntary waiver of fees by the
   Manager noted above.  The ratios of expenses to average
   daily net assets for Class A Shares, Class B Shares, Class C
   Shares and Institutional Class of International Small Cap
   Fund are expected to equal, on an annual basis, 2.00%,
   2.70%, 2.70% and 1.70%, respectively, reflecting the 12b-1
   Plan fees in the case of Class A Shares, Class B Shares and
   Class C Shares, and the waiver of fees by the Manager noted
   above.  The ratios of expenses to average daily net assets
   on an annualized basis for all Classes of Global Equity Fund
   are each expected to equal 0.80%, reflecting the waivers of
   investment management and 12b-1 Plan fees, and the
   reimbursement of expenses, all as described below.
    
    Distribution and Service
       
    The Distributor, Delaware Distributors, L.P. (which
   formerly conducted business as Delaware Distributors, Inc.),
   located at 1818 Market Street, serves as the national
   distributor of the shares of International Equity, Global
   Bond and Global Assets Funds, under separate Distribution
   Agreements dated April 3, 1995, as amended on November 29,
   1995.  The Distributor serves as the national distributor of
   Emerging Markets Fund's shares under a Distribution
   Agreement dated May 1, 1996 and also serves in the same
   capacity for International Small Cap Fund and Global Equity
   Fund under separate Distribution Agreements July 21, 1997. 
   The Distributor is an affiliate of the Manager and bears all
   of the costs of promotion and distribution, except for
   payments by each Fund on behalf of its respective Class A
   Shares, Class B Shares and Class C Shares under the 12b-1
   Plan for each class.  Prior to January 3, 1995, Delaware
   Distributors, Inc. ("DDI") served as the national
   distributor of each Fund's shares.  On that date,
   Delaware Distributors, L.P., a newly formed limited
   partnership, succeeded to the business of DDI.  All officers
   and employees of DDI became officers and employees of
   Delaware Distributors, L.P.  DDI is the corporate general
   partner of Delaware Distributors, L.P. and both DDI and
   Delaware Distributors, L.P. are indirect, wholly owned
   subsidiaries of Delaware Management Holdings, Inc.  The
   Distributor has elected voluntarily to waive payments under
   the 12b-1 Plan for the Class A Shares, the Class B Shares
   and the Class C Shares of Global Equity Fund during the
   commencement of the public offering of the Fund through
   December 31, 1997 and of International Small Cap Fund during
   the commencement of the public offering of the Fund through
   May 31, 1998.
        
      The Transfer Agent, Delaware Service Company, Inc.,
   another affiliate of the Manager located at 1818 Market
   Street, Philadelphia, PA 19103, serves as the shareholder
   servicing, dividend disbursing and transfer agent for each
   Fund under an amended and restated agreement dated July 21,
   1997.  The Transfer Agent provides accounting services to
   the Funds pursuant to the terms of a separate Fund
   Accounting Agreement.  The Transfer Agent is also an
   indirect, wholly owned subsidiary of Delaware Management
   Holdings, Inc.
    
    OFFICERS AND DIRECTORS
    
     The business and affairs of Global Funds, Inc. are managed
   under the direction of its Board of Directors.
    
    Certain officers and directors of Global Funds, Inc. hold
   identical positions in each of the other funds in the
   Delaware Group.  As of June 30, 1997, the officers and
   directors of Global Funds, Inc., as a group, owned less than
   1% of the outstanding shares of Class A, Class B and Class C
   Shares of International Equity Fund, Global Assets Fund,
   Global Bond Fund and Emerging Markets Fund and 2.60% of the
   outstanding share of International Equity Fund Institutional
   Class; and 6.44% of the outstanding shares of Global Bond
   Fund Institutional Class; and 15.17% of the outstanding
   shares of Global Assets Fund Institutional Class.
    
    As of June 30, 1997, management believes the following
   accounts held 5% or more of a Class of shares of a Fund:
    <TABLE>
    <CAPTION>
    
    
                    Name and Address         Share
    Class           of Account               Amount  Percentage
    <S>                 <C>             <C>         <C>
    International   Merrill Lynch, Pierce, 
    Equity Fund     Fenner & Smith   
    B Class         For the Sole Benefit 
                    of its Customers Attention: 
                    Fund Administration 
                    4800 Deer Lake Drive East
                    3rd Floor
                    Jacksonville, FL 32246   304,902     19.00%
    
    
    International   Merrill Lynch, 
    Equity Fund     Pierce Fenner & Smith 
    C Class         For the Sole Benefit 
                    of its Customers Attention:  
                    Fund Administration 
                    4800 Deer Lake Drive East
                    3rd Floor
                    Jacksonville, FL  32246  226,064     45.89%
    
    International   Northern Telecom, Inc.   
    Equity Fund     Long Term Investment Plan
    Institutional   c/o BTNY Service
    Class           Attention:  Gina Anzalone
                    34 Exchange Place MS 3064
                    Jersey City, NJ  07302   1,463,915   45.43%
    
                    RS 401(k) Plan      
                    Price Waterhouse LLP 
                    Savings Plan
                    1410 North Westshore Blvd.
                    P.O. Box 30004
                    Tampa, FL  33630         821,449     25.49%
    
                    RS DMC Employee Profit 
                    Sharing Plan          
                    Delaware Management Company
                    Employee Profit Sharing Trust
                    c/o Rick Seidel
                    1818 Market Street
                    Philadelphia, PA  19103  318,624     9.89%
    
                    Charles Schwab & Co. Inc.          
                    Attention:  Mutual Fund Dept.
                    101 Montgomery Street
                    San Francisco, CA  94104 253,310     7.86%
    
    Global Assets   Richard H. Hoffman
    Fund A Class    and Merris Ann Hoffman
                    1811 Lesher Mill Road
                    Palm, PA 18070           29,804    6.58%
    
    Global Assets   Merrill Lynch, Pierce, 
    Fund B Class    Fenner & Smith
                    For the Sole Benefit 
                    of its Customers
                    Attention:  Fund 
                    Administration
                    4800 Deer Lake Drive East
                    3rd Floor
                    Jacksonville, FL 32246   107,031     39.28%
    
    Global Assets   Merrill Lynch, Pierce, 
    Fund C Class    Fenner & Smith
                    For the Sole Benefit 
                    of its Customers 
                    Attention:  Fund 
                    Administration
                    4800 Deer Lake Drive East
                    3rd Floor
                    Jacksonville, FL  32246  119,422     60.54%
    
                    Emery Jahnke
                    Ann Jahnke  JT TEN
                    2402 Lilac Lane
                    Fargo, ND 58102          18,294      9.27%
    
    
    Global Assets   Delaware Management Co.
    Fund            c/o Joseph H. Hastings
    Institutional   1818 Market Street
    Class           17th Floor
                    Philadelphia, PA  19103  89,319   53.20%
    
                    RS DMC Employee Profit 
                    Sharing Plan
                    Delaware Management Company
                    Employee Profit Sharing Trust
                    c/o Rick Seidel
                    1818 Market Street
                    Philadelphia, PA  19103  68,694      40.91%
    
    Global Bond     Merrill Lynch, Pierce, 
    Fund B Class    Fenner & Smith
                    For the Sole Benefit 
                    of its Customers
                    Attention: Fund Administration
                    4800 Deer Lake Drive East
                    3rd Floor
                    Jacksonville, FL 32246   10,755      10.32%
    
                    NFSC/FEBO
                    Bodil B. Ottesen
                    6004 Hunt Ridge Road #2631
                    Baltimore, MD 21210      9,309      8.93%
    
                    NFSC/FMTC IRA
                    FBO Jennifer J. Thomas
                    12603 Mt. Laurel Court
                    Reisterstown, MD 21136   9,197      8.81%
    
                    Bruce A. Baker and 
                    Claire B. Baker
                    3 Nolen Lane
                    Darien, CT  06820        8,546      8.20%
    
    Global Bond     NFSC/FMTC IRA Rollover
    Fund C Class    FBO Lester C. Gilman, Jr.
                    1485 Kathleen Place
                    Englewood, FL 34223      21,656      38.42%
    
                    Prudential Securities, Inc.
                    FBO Cline G. Hickok
                    120 Nature Valley Place
                    Owatonna, MN 55060       9,726      17.26%
    
                    Donaldson Lufkin Jenrette
                    Securities Corporation, Inc.
                    P.O. Box 2052
                    Jersey City, NJ 07303    3,106      5.51%
    
                    NFSC/FEBO
                    John S. McNally
                    Charlotte McNally
                    457 Glenview Drive
                    Lower Burrell, PA 15068  2,978      5.28%
    
    Global Bond     Lincoln National 
    Fund            Life Insurance Co.
    Institutional   Attention:  Karen Gerke 4CO1
    Class           1300 S. Clinton Street
                    Fort Wayne, IN  46802    203,038     22.53%
    
    Global Bond     Delaware Management Co.
    Fund            c/o Joseph H. Hastings
    Institutional   1818 Market Street - 17th Floor
    Class           Philadelphia, PA 19103     44,810   5.53%
    
                    DMC Employee Profit 
                    Sharing Plan
                    Delaware Management Company, Inc.
                    Employee Profit Sharing Trust
                    c/o Rick Seidel
                    1818 Market Street
                    Philadelphia, PA 19103   48,605      5.39%
    
    Emerging        John B. Delander
    Markets         P.O. Box 2873
    Fund A          Clearwater, FL 34617     50,000      5.42%
    Class           
             
    Emerging        Merrill Lynch, Pierce, 
    Markets         Fenner & Smith
    Fund C          For the Sole Benefit 
    Class           of its Customers
                    Attention: Fund 
                    Administration
                    4800 Deer Lake Drive East
                    3rd Floor
                    Jacksonville, FL 32246   24,674      27.52%
    
                    NFSC/FMTC IRA Rollover
                    FBO Lester C. Gilman, Jr.
                    1485 Kathleen Place
                    Englewood, FL 34223      5,472      6.10%
    
                    Prudential Securities, Inc.
                    FBO Cline G. Hickok &
                    Dianne R. Hickok JT TEN
                    120 Nature Valley Place
                    Owatonna, MN 55060       5,417       6.04%
    
    Emerging        RS DMC Employee 
    Markets         Profit Sharing Plan
    Fund            Delaware Management Company
    Institutional   Employee Profit Sharing Trust
    Class           c/o Rick Seidel
                    1818 Market Street  
                    Philadelphia, PA  19103 119,053     67.78%
    
                    Bost & Co.
                    Mutual Funds Operations
                    P.O. Box 3198
                    Pittsburgh, PA 15230     29,661      16.89%
    </TABLE>
    
       
     DMH Corp., Delvoy, Inc., Delaware Management Company,
   Inc., Delaware Distributors, L.P., Delaware Distributors,
   Inc., Delaware Service Company, Inc., Delaware Management
   Trust Company, Delaware International Holdings Ltd.,
   Founders Holdings, Inc., Delaware International Advisers
   Ltd., Delaware Capital Management, Inc. and Delaware
   Investment & Retirement Services, Inc. are direct or
   indirect, wholly owned subsidiaries of Delaware Management
   Holdings, Inc. ("DMH").  On April 3, 1995, a merger between
   DMH and a wholly owned subsidiary of Lincoln National
   Corporation ("Lincoln National")  was completed.  In
   connection with the merger, new Investment  Management
   Agreements between Global Funds, Inc. on behalf of
   each Fund, with the exception of International Small Cap
   Fund, Emerging Markets Fund and Global Equity Fund, and the
   Manager, and a new Sub-Advisory Agreement between the
   Manager and the Sub-Adviser on behalf of Global Assets Fund
   were executed following shareholder approval.  DMH, the
   Manager and the Sub- Adviser are now indirect, wholly owned
   subsidiaries, and subject to the ultimate control, of
   Lincoln National.  Lincoln National, with headquarters in
   Fort Wayne, Indiana, is a diversified organization with
   operations in many aspects of the financial services
   industry, including insurance and investment management.
        
    Certain officers and directors of Global Funds, Inc. hold
   identical positions in each of the other funds in the
   Delaware Group.  Directors and principal officers of Global
   Funds, Inc. are noted below along with their ages and their
   business experience for the past five years.  Unless
   otherwise noted, the address of each officer and director is
   One Commerce Square, Philadelphia, PA 19103.
       
    *Wayne A. Stork (60)
        Chairman and Director and/or Trustee of Global Funds,
    Inc. and each of the other 32 investmentcompanies in the
    Delaware Group, Delaware Management Holdings, Inc. and
    Delaware Capital Management, Inc.
        Chairman, President, Chief Executive Officer and
    Director of DMH Corp., Delaware Distributors, Inc. and
    Founders Holdings, Inc. 
        Chairman, President, Chief Executive Officer, Chief
    Investment Officer and Director of Delaware Management
    Company, Inc.
        Chairman, Chief Executive Officer and Director of
    Delaware International Advisers Ltd. and Delaware
    International Holdings Ltd.
        Chairman of Delaware Distributors, L.P.
        Director of Delaware Service Company, Inc. and Delaware
    Investment & Retirement Services, Inc. 
        Chief Executive Officer of Delvoy, Inc.
        During the past five years, Mr. Stork has served in
    various executive capacities at different times within the
    Delaware organization.
    
    *Jeffrey J. Nick (44)
        President, Chief Executive Officer, Director and/or
    Trustee of Global Funds, Inc. and each of the 32 other
    investment companies in the Delaware Group.
        President, Chief Executive Officer and Director of
    Delaware Management Holdings, Inc. 
        President, Chief Executive Officer and Director of
    Lincoln National Investment Companies, Inc.
        President of Lincoln Funds Corporation. 
        From 1992 to 1996, Mr. Nick was Managing Director of
    Lincoln National UK plc and from 1989 to 1992, he was
    Senior Vice President responsible for corporate planning
    and development for Lincoln National Corporation.
    
                                 
    *Director affiliated with the Funds' investment manager and
    considered an "interested person"  as defined in the 1940
    Act.
    
    Richard G. Unruh, Jr. (58)
        Executive Vice President of Global Funds, Inc. and each
    of the other 32 investment companies in the Delaware Group,
    Delaware Management Holdings, Inc. and Delaware Capital
    Management, Inc.
        Executive Vice President and Director of Delaware
    Management Company, Inc.
        Director of Delaware International Advisers Ltd.
        During the past five years, Mr. Unruh has served in
    various executive capacities at different times within the
    Delaware organization.
    
    Paul E. Suckow (50)
        Executive Vice President/Chief Investment Officer,
    Fixed Income of Global Funds, Inc., each of the other 32
    investment companies in the Delaware Group, Delaware
    Management Company, Inc. and Delaware Management
    Holdings, Inc.
        Executive Vice President and Director of Founders
    Holdings,     Inc.
        Executive Vice President of Delaware Capital
    Management, Inc.
        Director of Founders CBO Corporation.
        Director of HYPPCO Finance Company Ltd.
        Before returning to the Delaware Group in 1993, 
    Mr. Suckow was Executive Vice President and Director of
    Fixed Income for Oppenheimer Management Corporation, New
    York, NY from 1985 to 1992.  Prior to that, Mr. Suckow was
    a fixed-income portfolio manager for the Delaware Group.
    
    Walter P. Babich (70)
        Director and/or Trustee of Global Funds, Inc. and each
    of the other 32 investment companies in the Delaware Group.
        460 North Gulph Road, King of Prussia, PA  19406.
        Board Chairman, Citadel Constructors, Inc.
        From 1986 to 1988, Mr. Babich was a partner of Irwin &
    Leighton and from 1988 to 1991, he was a partner of I&L
    Investors.
    
    Anthony D. Knerr (59)
        Director and/or Trustee of Global Funds, Inc. and each
    ofthe other 32 investment companies in the Delaware Group.
    500 Fifth Avenue, New York, NY  10110.
        Founder and Managing Director, Anthony Knerr &
     Associates.
        From 1982 to 1988, Mr. Knerr was Executive Vice
    President/Finance and Treasurer of Columbia University, New
    York.  
        From 1987 to 1989, he was also a lecturer in English at
    the University.  In addition, Mr. Knerr was Chairman of The
    Publishing Group, Inc., New York, from 1988 to 1990.  Mr.
    Knerr founded The Publishing Group, Inc. in 1988.
    
    Ann R. Leven (57)
        Director and/or Trustee of Global Funds, Inc. and each
    of the other 32 investment companies in the Delaware Group.
    785 Park Avenue, New York, NY  10021.
        Treasurer, National Gallery of Art.
        From 1984 to 1990, Ms. Leven was Treasurer and Chief
    Fiscal Officer of the Smithsonian Institution, Washington,
    DC, and from 1975 to 1992, she was Adjunct Professor of
    Columbia Business School.
    
    W. Thacher Longstreth (77)
        Director and/or Trustee of Global Funds, Inc. and each
    of the other 32 investment companies in the Delaware Group.
        City Hall, Philadelphia, PA  19107.
        Philadelphia City Councilman.
    
    Thomas F. Madison (61)
        Director and/or Trustee of Global Funds, Inc. and 32
    other investment companies in the Delaware Group.
        President and Chief Executive Officer, MLM Partners,
    Inc.
        200 South Fifth Street, Suite 2100, Minneapolis, 
    Minnesota 55402.
        Mr. Madison has also been Chairman of the Board of
    Communications Holdings, Inc. since 1996.  From February to
    September 1994, Mr. Madison served as Vice Chairman--Office
    of the CEO of The Minnesota Mutual Life Insurance
    Company and from 1988 to 1993, he was President of U.S.
    WEST Communications--Markets.
    
    Charles E. Peck (72)
        Director and/or Trustee of Global Funds, Inc. and each
    of the other 32 investment companies in the Delaware Group.
        P.O. Box 1102, Columbia, MD  21044.
        Secretary/Treasurer, Enterprise Homes, Inc.
        From 1981 to 1990, Mr. Peck was Chairman and Chief
    Executive Officer of The Ryland Group, Inc., Columbia, MD.
    
                                   
    *Director affiliated with the Funds' investment manager and
    considered an "interested person"  as defined in the 1940
    Act.
    
    
    David K. Downes (57)
        Executive Vice President/Chief Operating Officer/Chief
    Financial Officer of Global Funds, Inc., each of the
    other 32 investment companies in the Delaware Group,
    Delaware Management Holdings, Inc, Founders CBO
    Corporation, Delaware Capital Management, Inc. and
    Delaware Distributors, L.P.
        Executive Vice President, Chief Operating Officer,
    ChiefFinancial Officer and Director of Delaware Management
    Company, Inc., DMH Corp., Delaware Distributors, Inc.,
    Founders Holdings, Inc. and Delvoy, Inc.
        President/Chief Executive Officer/Chief Financial
    Officer and Director of Delaware Service Company, Inc.
        President/Chief Operating Officer/Chief Financial
    Officer and Director of Delaware International Holdings,
    Inc.
        Vice President of Lincoln Funds Corporation.
        Chairman, Chief Executive Officer and Director of
    Delaware Investment & Retirement Services, Inc.
        Chairman and Director of Delaware Management Trust
    Company.
        Director of Delaware International Advisers Ltd.
        Before joining the Delaware Group in 1992, Mr. Downes
    was Chief Administrative Officer, Chief Financial Officer
    and Treasurer of Equitable Capital Management Corporation,
    New York, from December 1985 through August 1992,
    Executive Vice President from December 1985 through March
    1992, and Vice Chairman from March 1992 through August
    1992.
    
    George M. Chamberlain, Jr. (50)
        Senior Vice President and Secretary of Global Funds,
    Inc.,  each of the other 32 investment companies in the
    Delaware Group, Delaware Distributors, L.P. and Delaware
    Management Holdings, Inc.
        Senior Vice President, Secretary, General Counsel and
    Director of DMH Corp., Delaware Management Company, Inc.,
    Delaware Distributors, Inc., Delaware Service Company,
    Inc.,
    Founders Holdings, Inc., Delaware Investment & Retirement
    Services, Inc., Delaware Capital Management, Inc. and
    Delvoy, Inc.
        Executive Vice President, Secretary, General Counsel
    and Director of Delaware Management Trust Company.
        Senior Vice President and Director of Delaware
    International Holdings Ltd.
        Director of Delaware International Advisers Ltd.
        Secretary of Lincoln Funds Corporation.
        Attorney.
        During the past five years, Mr. Chamberlain has served
    in various capacities at different times within the
    Delaware organization.
    
    Joseph H. Hastings (48)
        Senior Vice President/Corporate Controller of the
    Global Funds, Inc., each of the other 33 investment
    companies in the Delaware Group and Founders Holdings, Inc.
        Senior Vice President/Corporate Controller/Treasurer of
    Delaware Management Holdings, Inc., DMH Corp., Delaware
    Management Company, Inc., Delaware Distributors, L.P.,
    Delaware Distributors, Inc., Delaware Service Company,
    Inc., Delaware Capital Management, Inc. and Delaware
    International Holdings Ltd.
        Senior Vice President/Controller and Treasurer of
    Delvoy, Inc.
        Chief Financial Officer/Treasurer of Delaware
    Investment & Retirement Services, Inc.
        Executive Vice President/Chief Financial
    Officer/Treasurer of Delaware Management Trust Company.
        Senior Vice President/Assistant Treasurer of Founders
    CBO Corporation.
        Treasurer of Lincoln Funds Corporation.
        1818 Market Street, Philadelphia, PA  19103.
        Before joining the Delaware Group in 1992, Mr. Hastings
    was Chief Financial Officer for Prudential Residential
    Services, L.P., New York, NY from 1989 to 1992.  Prior to
    that, Mr. Hastings served as Controller and Treasurer for
    Fine Homes International, L.P., Stamford, CT from 1987 to
    1989.
    
    Michael P. Bishof (35)
        Senior Vice President/Treasurer of Global Funds, Inc.,
    each of the other 33 investment companies in the Delaware
    Group, Delaware Distributors, Inc. and Founders Holdings,
    Inc.
        Senior Vice President/Investment Accounting of Delaware
    Management Company, Inc. and Delaware Service Company,
    Inc.
        Senior Vice President and Treasurer/Manager, Investment
    Accounting of Delaware Distributors, L.P.
        Senior Vice President and Manager of Investment
    Accounting of Delaware International Holdings Ltd.
        Assistant Treasurer of Founders CBO Corporation.
        Before joining the Delaware Group in 1995, Mr. Bishof
    was a Vice President for Bankers Trust, New York, NY from
    1994 to 1995, a Vice President for CS First Boston
    Investment Management, New York, NY from 1993 to 1994 and
    an Assistant Vice President for Equitable Capital
    Management Corporation, New York, NY from 1987 to 1993.
    
    George H. Burwell (36)
        Vice President/Senior Portfolio Manager of Global
    Funds, Inc., of seven other investment companies in the
    Delaware Group and of Delaware Management Company, Inc.
        Before joining the Delaware Group in 1992, Mr. Burwell
    was a portfolio manager for Midlantic Bank, New Jersey.  In
    addition, he was a security analyst for Balis & Zorn, New
    York and for First Fidelity Bank, New Jersey.
    
    Paul A. Matlack (38)
        Vice President/Senior Portfolio Manager of Global
    Funds, Inc., of 11 other investment companies in the
    Delaware Group and of Delaware Management Company, Inc.
        Vice President of Founders Holdings, Inc.
        President and Director of Founders CBO Corporation.
        During the past five years, Mr. Matlack has served in
    various capacities at different times within the Delaware
    organization.
    
    Gerald T. Nichols (39)
        Vice President/Senior Portfolio Manager of Global
    Funds, Inc., of 11 other investment companies in the
    Delaware Group and of Delaware Management Company, Inc.
        Vice President of Founders Holdings, Inc.
        Assistant Secretary, Treasurer and Director of Founders
    CBO Corporation.
        During the past five years, Mr. Nichols has served in
    various capacities at different times within the Delaware
    organization.
        
        The following is a compensation table listing for each
    director entitled to receive compensation, the aggregate
    compensation received from Global Funds, Inc. and the total
    compensation received from all Delaware Group funds for the
    fiscal year ended November 30, 1996 and an estimate of
    annual benefits to be received upon retirement under the
    Delaware Group Retirement Plan for Directors/Trustees as of
    November 30, 1997.
    
       
    <TABLE>
    <CAPTION>
    
                          Pension or
                          Retirement                Total
                           Benefits                Compensation
               Aggregate   Accrued as                 from 
             Compensation  Part of    Estimated     all 18
               from        Global       Annual      Delaware 
               Global      Funds,     Benefits       Group
               Funds,      Inc.          Upon       Investment
      Name     Inc.        Expenses   Retirement*   Companies
    <S>          <C>          <C>         <C>        <C>
    W. Thacher 
    Longstreth    $1,447    None      $38,000   $45,145
    
    Ann R. 
    Leven         $1,700    None      $38,000   $53,280
  
    Walter P. 
    Babich        $1,523    None      $38,000   $49,144
  
    Anthony D. 
    Knerr         $1,681    None      $38,000   $52,280
  
    Charles E. 
    Peck          $1,607    None      $38,000   $48,280
  
    Thomas F. 
    Madison**     N/A       None      $38,000       N/A
    
    </TABLE>
    
    *  Under the terms of the Delaware Group Retirement Plan
    for Directors/Trustees, each disinterested director who, at
    the time of his or her retirement from the Board, has
    attained the age of 70 years and served on the Board for at
    least five continuous years, is entitled to receive
    payments from each fund in the Delaware Group for a period
    equal to the lesser of the number of years that such person
    served as a director or the remainder of such person's
    life.  The amount of such payments will be equal, on an
    annual basis, to the amount of the annual retainer that is
    paid to directors of each fund at the time of such person's
    retirement.  If an eligible director retired as of November
    30, 1996, he or she would be entitled to
    annual payments totaling $38,000, in the aggregate, from  
  all of the funds in the Delaware Group, based on the number
    of funds in the Delaware Group as of that date.
        
    **  Thomas F. Madison joined Global Funds, Inc's Board of
    Directors on April 30, 1997.
    
    EXCHANGE PRIVILEGE
    
     The exchange privileges available for shareholders of the
   Fund's classes and for shareholders of classes of other
  funds in the Delaware Group are set forth in the relevant
    prospectuses for such classes.  The following supplements
   that information.  Each Fund may modify, terminate or
   suspend the exchange privilege upon 60 days' notice to
   shareholders.  
     All exchanges involve a purchase of shares of the fund
   into which the exchange is made.  As with any purchase, an
   investor should obtain and carefully read that fund's
   prospectus before buying shares in an exchange.  The
   prospectus contains more complete information about the
   fund, including charges and expenses.  A shareholder
   requesting an exchange will be sent a current prospectus and
   an authorization form for any of the other mutual funds in
   the Delaware Group.  Exchange instructions must be signed by
   the record owner(s) exactly as the shares are registered.
    
     An exchange constitutes, for tax purposes, the sale of one
    fund and the purchase of another.  The sale may involve
   either a capital gain or loss to the shareholder for federal
   income tax purposes.
    
     In addition, investment advisers and dealers may make
    exchanges between funds in the Delaware Group on behalf of
    their clients by telephone or other expedited means.  This
    service may be discontinued or revised at any time by the
    Transfer Agent.  Such exchange requests may be rejected if
   it is determined that a particular request or the total
   requests at any time could have an adverse effect on any of
   the funds.  Requests for expedited exchanges may be
   submitted with a properly completed exchange authorization
   form, as described above.
    
    Telephone Exchange Privilege
     Shareholders owning shares for which certificates have not
    been issued or their investment dealers of record may
   exchange shares by telephone for shares in other mutual
   funds in the Delaware Group.  This service is automatically
   provided unless the relevant Fund receives written notice
   from the shareholder to the contrary.
    
     Shareholders or their investment dealers of record may
    contact the Shareholder Service Center at 800-523-1918 or,
   in the case of shareholders of the Institutional Classes,
   their Client Services Representative at 800-828-5052, to
   effect an exchange.  The shareholder's current Fund account
   number must be identified, as well as the registration of
   the account, the share or dollar amount to be exchanged and
   the fund into which the exchange is to be made.  Requests
   received on any day after the time the offering price and
   net asset value are determined will be processed the
   following day.  See Determining Offering Price and Net Asset
   Value.  Any new account established through the exchange
   will automatically carry the same registration, shareholder
   information and dividend option as the account from
    which the shares were exchanged.  The exchange requirements
   of the fund into which the exchange is being made, such as
   sales charges, eligibility and investment minimums, must be
   met.  (See the prospectus of the fund desired or inquire by
   calling the Transfer Agent or, as relevant, your Client
   Services Representative.)  Certain funds are not available
   for retirement plans.
  
    
     The telephone exchange privilege is intended as a
    convenience to shareholders and is not intended to be a
   vehicle to speculate on short-term swings in the securities
   market through frequent transactions in and out of the funds
   in the Delaware Group.  Telephone exchanges may be subject
   to limitations as to amounts or frequency.  The Transfer
   Agent and each Fund reserve the right to record exchange
   instructions received by telephone and to reject exchange
   requests at any time.
    
     As described in the Funds' Prospectuses, neither the Funds
    nor their Transfer Agent is responsible for any shareholder
    loss incurred in acting upon written or telephone
   instructions for redemption or exchange of Fund shares which
   are reasonably believed to be genuine.  
    
    Right to Refuse Timing Accounts
     With regard to accounts that are administered by market
    timing services ("Timing Firms") to purchase or redeem
   shares based on changing economic and market conditions
   ("Timing Accounts"), each Fund will refuse any new timing
   arrangements, as well as any new purchases (as opposed to
   exchanges) in Delaware Group funds from Timing Firms. A Fund
   reserves the right to temporarily or permanently terminate
   the exchange privilege or reject any specific purchase order
   for any person whose transactions seem to follow a timing
   pattern who: (i) makes an exchange request out of the Fund
   within two weeks of an earlier exchange request out of the
   Fund, or (ii) makes more than two exchanges out of the Fund
   per calendar quarter, or (iii) exchanges shares equal in
   value to at least $5 million, or more than 1/4 of 1% of the
   Fund's net assets.  Accounts under common ownership or
   control, including accounts administered so as to redeem or
   purchase shares based upon certain predetermined market
   indicators, will be aggregated for purposes of the exchange
   limits.
    
    Restrictions on Timed Exchanges
     Timing Accounts operating under existing timing agreements
    may only execute exchanges between the following eight
   Delaware Group funds:  (1) Decatur Income Fund, (2) Decatur
   Total Return Fund, (3) Delaware Fund, (4) Limited-Term
   Government Fund, (5) USA Fund, (6) Delaware Cash Reserve,
   (7) Delchester Fund and (8) Tax-Free Pennsylvania Fund.  No
   other Delaware Group funds are available for timed
   exchanges.  Assets redeemed or exchanged out of Timing
   Accounts in Delaware Group funds not listed above may not be
   reinvested back into that Timing Account.  Each Fund
   reserves the right to apply these same restrictions to the
   account(s) of any person whose transactions
    seem to follow a timing pattern (as described above).
    
     Each Fund also reserves the right to refuse the purchase
    side of an exchange request by any Timing Account, person,
   or group if, in the Manager's judgment, the Fund would be
   unable to invest effectively in accordance with its
   investment objectives and policies, or would otherwise
   potentially be adversely affected.  A shareholder's purchase
   exchanges may be restricted or refused if a Fund receives or
   anticipates simultaneous orders affecting significant
   portions of the Fund's assets.  In particular, a pattern of
   exchanges that coincide with a "market timing" strategy may
   be disruptive to a Fund and therefore may be refused.
    
     Except as noted above, only shareholders and their
    authorized brokers of record will be permitted to make
    exchanges or redemptions.
   
                                 *     *     *
    
     Following is a summary of the investment objectives of the
    other Delaware Group funds:
    
     Delaware Fund seeks long-term growth by a balance of
    capital appreciation, income and preservation of capital. 
   It  uses a dividend-oriented valuation strategy to select
    securities issued by established companies that are
   believed to demonstrate potential for income and capital
   growth.  Devon Fund seeks current income and capital
   appreciation by investing  primarily in income-producing
   common stocks, with a focus on common stocks the Manager
   believes have the potential for above average dividend
   increases over time.
    
     Trend Fund seeks long-term growth by investing in common
    stocks issued by emerging growth companies exhibiting
   strong capital appreciation potential.
       
     Small Cap Value Fund seeks capital appreciation by
    investing primarily in common stocks whose market values
   appear low relative to their underlying value or future
   potential.
        
     DelCap Fund seeks long-term capital growth by investing in
    common stocks and securities convertible into common stocks
   of companies that have a demonstrated history of growth and
   have the potential to support continued growth.
    
     Decatur Income Fund seeks the highest possible current
    income by investing primarily in common stocks that provide
   the potential for income and capital appreciation without
   undue risk to principal.  Decatur Total Return Fund seeks
   long-term growth by investing primarily in securities that
   provide the potential for income and capital appreciation
   without undue risk to principal.  Blue Chip Fund seeks to
   achieve long-term capital appreciation.  Current income is a
   secondary objective. 
    It seeks to achieve these objectives by investing primarily
   in equity securities and any securities that are convertible
   into equity securities.  Quantum Fund seeks to achieve
   long-term capital appreciation.  It seeks to achieve this
   objective by investing in equity securities of medium-to
   large-sized companies expected to grow over time that meet
   the Fund's "Social Criteria" strategy.
    
     Delchester Fund seeks as high a current income as possible
    by investing principally in high yield, high risk corporate
    bonds, and also in U.S. government securities and
   commercial paper.  Strategic Income Fund seeks to provide
   investors with high current income and total return by using
   a multi-sector investment approach, investing principally in
   three sectors of the fixed-income securities markets: high
   yield, higher risk securities, investment grade fixed-income
   securities and foreign government and other foreign
   fixed-income securities.
    
     U.S. Government Fund seeks high current income by
   investing primarily in long-term U.S. government debt
   obligations issued or guaranteed by the U.S. government, its
   agencies or instrumentalities.
    
     Limited-Term Government Fund seeks high, stable income by
    investing primarily in a portfolio of short- and
   intermediate-term securities issued or guaranteed by the
   U.S. government, its agencies or instrumentalities and
   instruments secured by such securities.  U.S. Government
   Money Fund seeks maximum current income with preservation of
   principal and maintenance of liquidity by investing only in
   short-term securities issued or guaranteed as to principal
   and interest by the U.S. government, its agencies or
   instrumentalities, and repurchase agreements collateralized
   by such securities, while maintaining a stable net asset
   value.
    
     Delaware Cash Reserve seeks the highest level of income
    consistent with the preservation of capital and liquidity
    through investments in short-term money market instruments,
    while maintaining a stable net asset value.
       
     REIT Fund seeks to achieve maximum long-term total return
    with capital appreciation as a secondary objective.  It
   seeks to achieve its objectives by investing in securities
   of companies primarily engaged in the real estate industry.
        
     Tax-Free USA Fund seeks high current income exempt from
    federal income tax by investing in municipal bonds of
    geographically-diverse issuers.  Tax-Free Insured Fund
    invests in these same types of securities but with an
   emphasis on municipal bonds protected by insurance
   guaranteeing principal and interest are paid when due. 
   Tax-Free USA Intermediate Fund seeks a high level of current
   interest income exempt from federal income tax, consistent
   with the preservation of capital by investing primarily in
   municipal bonds.
    
     Tax-Free Money Fund seeks high current income, exempt from
    federal income tax, by investing in short-term municipal
    obligations, while maintaining a stable net asset value.
       
     Tax-Free New Jersey Fund seeks a high level of current
    interest income exempt from federal income tax and New
   Jersey state and local taxes, consistent with preservation
   of capital.  Tax-Free Ohio Fund seeks a high level of
   current interest income exempt from federal income tax and
   Ohio state and local taxes, consistent with preservation of
   capital.  Tax-Free Pennsylvania Fund seeks a high level of
   current interest income exempt from federal income tax and
   Pennsylvania state and local taxes, consistent with the
   preservation of capital.
    
     U.S. Growth Fund seeks to maximize capital appreciation by
    investing in companies of all sizes which have low dividend
    yields, strong balance sheets and high expected earnings
   growth rates relative to their industry.  Overseas Equity
   Fund seeks to maximize total return (capital appreciation
   and income), principally through investments in an
   internationally diversified portfolio of equity securities. 
   New Pacific Fund seeks long-term capital appreciation by
   investing primarily in companies which are domiciled in or
   have their principal business activities in the Pacific
   Basin.
        
     Delaware Group Premium Fund, Inc. offers fifteen funds
    available exclusively as funding vehicles for certain
   insurance company separate accounts.  Decatur Total Return
   Series (formerly known as Equity/Income Series) seeks the
   highest possible total rate of return by selecting issues
   that exhibit the potential for capital appreciation while
   providing higher than average dividend income.  Delchester
   Series (formerly know as High Yield Series) seeks as high a
   current income as possible by investing in rated and unrated
   corporate bonds, U.S. government securities and commercial
   paper.  Capital Reserves Series seeks a high stable level of
   current income while minimizing fluctuations in principal by
  investing in a diversified portfolio of short- and
   intermediate-term securities.  Cash Reserve Series (formerly
   known as Money Market Series) seeks the highest level of
   income consistent with preservation of capital and liquidity
   through investments in short-term money market instruments. 
   DelCap Series (formerly known as Growth Series) seeks
   long-term capital appreciation by investing its assets in a
   diversified ortfolio of securities exhibiting the potential
   for significant growth.  Delaware Series (formerly known as
   Multiple Strategy Series) seeks a balance of capital
   appreciation, income and preservation of capital.  It uses a
   dividend-oriented aluation strategy to select securities
   issued by established companies that are believed to
   demonstrate potential for income and capital growth. 
   International Equity Series seeks long-term growth without
   undue risk to principal by investing primarily in equity
   securities of foreign issuers that provide the potential for
   capital appreciation and income.  Value Series seeks capital
   appreciation by investing in small- to mid-cap
   common stocks whose market value appears low relative to
   their underlying value or future earnings and growth
   potential.  Emphasis will also be placed on securities of
   companies that may be temporarily out of favor or whose
   value is not yet recognized by the market.  Trend Series
   (formerly known as Emerging Growth Series) seeks long-term
   capital appreciation by investing primarily in small-cap
   common stocks and convertible securities of emerging and
   other growth-oriented companies.  These securities will have
   been judged to be responsive to changes in the market place
   nd to have fundamental characteristics to support growth. 
   Income is not an objective.  Global Bond Series seeks to
   achieve current income consistent with the preservation of
  principal by investing primarily in global fixed-income
   securities that may also provide the potential for capital
   appreciation.   Strategic Income Series seeks high current
   income and total return by using a multi-sector investment
   approach, investing primarily in three sectors of the
   fixed-income securities markets:  high-yield, higher risk
   securities; investment grade fixed-income securities; and
   foreign government and other foreign fixed-income
   securities.  Devon Series seeks current income and
    capital appreciation by investing primarily in
   income-producing common stocks, with a focus on common
   stocks that the investment manager believes have the
   potential for above-average dividend increases over time. 
   Emerging Markets Series seeks to achieve long-term capital
   appreciation by investing primarily in equity securities of
   issuers located or operating in emerging countries. 
   Convertible Securities Series seeks a high level of total
   return on its assets through a combination of capital
   appreciation and current income by investing primarily in
   convertible securities.   Quantum Series seeks to
    achieve long-term capital appreciation by investing
   primarily in equity securities of medium to large-sized
   companies expected to grow over time that meet the Series'
   "Social Criteria" strategy.
    
     Delaware-Voyageur US Government Securities Fund seeks to
    provide a high level of current income consistent with the
    prudent investment risk by investing in U.S. Treasury
   bills, notes, bonds, and other obligations issued or
   unconditionally guaranteed by the full faith and credit of
   the U.S. Treasury, and repurchase agreements fully secured
   by such obligations.
    
     Delaware-Voyageur Tax-Free Arizona Insured  Fund seeks to
    provide a high level of current income exempt from federal
    income tax and the Arizona personal income tax, consistent
   with the preservation of capital.  Delaware-Voyageur
   Minnesota Insured Fund seeks to provide a high level of
   current income exempt from federal income tax and the
   Minnesota personal income tax, consistent with the
   preservation of capital.
    
     Delaware-Voyageur Tax-Free Minnesota Intermediate Fund
    seeks to provide a high level of current income exempt from
    federal income tax and the Minnesota personal income tax,
    consistent with preservation of capital.  The Fund seeks to
    reduce market risk by maintaining an average weighted
   maturity from five to ten years.
    
     Delaware-Voyageur Tax-Free California Insured Fund seeks 
    to provide a high level of current income exempt from
   federal income tax and the California personal income tax,
   consistent with the preservation of capital. 
   Delaware-Voyageur Tax-Free Florida Insured  Fund seeks to
   provide a high level of current income exempt from federal
   income tax, consistent with the preservation of capital. 
   The Fund will seek to select investments that will enable
   its shares to be exempt from the Florida intangible personal
   property tax.
    
     Delaware-Voyageur Tax-Free Florida Fund seeks
   to provide a high level of current income exempt from
   federal income tax, consistent with the preservation of
   capital.  The Fund will seek to select investments that will
   enable its shares to be exempt from the Florida intangible
   personal property tax.
    
     Delaware-Voyageur Tax-Free Kansas Fund seeks to provide a
   high level of current income exempt from federal income tax,
   the Kansas personal income tax and the Kansas Intangible
   personal property tax, consistent with the preservation of
   capital.
    
     Delaware-Voyageur  Tax-Free Missouri Insured Fund seeks to
   provide a high level of current income exempt from federal
   income tax and the Missouri personal income tax, consistent
   with the preservation of capital.
    
     Delaware-Voyageur Tax-Free New Mexico Fund seeks to
   provide a high level of current income exempt from federal
   income tax and the New Mexico personal income tax,
   consistent with the preservation of capital.
    
     Delaware-Voyageur Tax-Free Oregon Insured Fund
   seeks to provide a high level of current income exempt from
   federal income tax and the Oregon personal income tax,
   consistent with the preservation of capital.
    
     Delaware-Voyageur Tax-Free Utah Fund seeks to provide a
   high level of current income exempt from federal income tax,
    consistent with the preservation of capital.
    
     Delaware-Voyageur  Tax-Free Washington Insured Fund seeks
   to provide a high level of current income exempt from
   federal income tax, consistent with the preservation of
   capital. 
    
     Delaware-Voyageur Tax-Free Florida Intermediate Fund seeks
    to provide a high level of current income exempt from
   federal income tax, consistent with the preservation of
   capital.  The Fund will seek to select investments that will
   enable its shares to be exempt from the Florida intangible
   personal property tax.  The Fund seeks to reduce market risk
   by maintaining an average weighted maturity from five to ten
   years.
    
    Delaware-Voyageur Tax-Free Arizona Fund seeks to provide a
    high level of current income exempt from federal income tax
   and the Arizona personal income tax, consistent with the
    preservation of capital.   Delaware-Voyageur Tax-Free
    California Fund seeks to provide a high level of current
   income  exempt from federal income tax and the California
   personal income tax, consistent with the preservation of
   capital.
 
     Delaware-Voyageur Tax-Free Iowa Fund seeks to provide a
   high level of current income exempt from federal income tax
   and the Iowa personal income tax, consistent with the
   preservation of  capital.  Delaware-Voyageur Tax-Free Idaho
   Fund seeks to provide a high level of current income exempt
   from federal income tax and the Idaho personal income tax,
   consistent with the preservation of capital.
    
    Delaware-Voyageur Minnesota High Yield Municipal Bond Fund
   seeks to provide a high level of current income exempt from
   federal income tax and the Minnesota personal income tax
   primarily through investment in medium and lower grade
   municipal obligations.  National High Yield Municipal Fund
   seeks to provide a high level of income exempt
   from federal income tax, primarily through investment in
   medium and lower grade municipal obligations.
    
    Delaware-Voyageur Tax-Free New York Fund seeks to provide a
   high level of current income exempt from federal income tax
   and the personal income tax of the state of New York and the
   city of New York, consistent with the preservation of
   capital.
    
    Delaware-Voyageur Tax-Free Wisconsin Fund seeks to provide
   a high level of current income exempt from federal income
   tax and the Wisconsin personal income tax, consistent with
   the preservation of  capital.  
    
     Delaware-Voyageur Tax-Free Colorado Fund seeks to provide
   a high level of current income exempt from federal income
   tax and the Colorado personal income tax, consistent with
   the preservation of capital.        
    
     Aggressive Growth Fund seeks long-term capital
    appreciation, which the Fund attempts to achieve by
   investing primarily in equity securities believed to have
   the potential for high earnings growth.  Although the Fund,
   in seeking its objective, may receive current income from
   dividends and interest, income is only an incidental
   consideration in the selection of the Fund's investments. 
   Growth Stock Fund has an objective of long-term capital
   appreciation.  The Fund seeks to achieve its objective from
   equity securities diversified among individual companies and
   industries.  Tax-Efficient Equity Fund seeks to obtain for
   taxable investors a high total return on an
    after-tax basis.  The Fund will attempt to achieve this
    objective by seeking to provide a high long-term after-tax
    total return through managing its portfolio in a manner
   that will defer the realization of accrued capital gains and
    minimize dividend income.
    
     Delaware-Voyageur Tax-Free Minnesota Fund seeks to provide
    a high level of current income exempt from federal income
   tax and the Minnesota personal income tax, consistent with
   the preservation of capital.  Delaware-Voyageur Tax-Free
   North Dakota Fund seeks to provide a high level of current
   income exempt from federal income tax and the North Dakota
   personal income tax, consistent with the preservation of
   capital. 
    
     For more complete information about any of the Delaware
    Group funds, including charges and expenses, you can obtain
   a prospectus from the Distributor.  Read it carefully before
   you invest or forward funds.
    
     Each of the summaries above is qualified in its entirety
   by the information contained in each fund's prospectus(es).
    
    GENERAL INFORMATION
    
     Delaware International is the investment manager of each
    Fund of Global Funds, Inc. and Delaware is the sub-adviser
   to Global Assets Fund and Global Equity Fund.  Delaware
    International, or its affiliate Delaware, also manages the
    other funds in the Delaware Group.  Delaware, through a
    separate division, also manages private investment
   accounts.  While investment decisions of each Fund are made
   independently from those of the other funds and accounts,
   investment decisions for such other funds and accounts may
   be made at the same time as investment decisions for a Fund.
    
     Delaware International, or its affiliate Delaware also
    manages the investment options for Delaware Medallion(sm)
   III Variable Annuity.  Medallion is issued by Allmerica
   Financial Life Insurance and Annuity Company (First
   Allmerica Financial Life Insurance Company in New York and
   Hawaii).  Delaware Medallion offers fifteen different
   investment series ranging from domestic equity funds,
   international equity and bond funds and domestic fixed
   income funds.  Each investment series available through
   Medallion utilizes an investment strategy and discipline the
   same as or similar to one of the Delaware Group
    mutual funds available outside the annuity.  See Delaware
   Group Premium Fund, Inc., above.
    
     Access persons and advisory persons of the Delaware Group
    of funds, as those terms are defined in SEC Rule 17j-1
   under the 1940 Act, who provide services to Delaware,
   Delaware International or their affiliates, are permitted to
   engage in personal securities transactions subject to the
   exceptions set forth in Rule 17j-1 and the following general
   restrictions and procedures:  (1) certain blackout periods
   apply to personal securities transactions of those persons;
   (2) transactions must receive advance clearance and must be
   completed on the same day as the clearance is received; (3)
   certain persons are prohibited from investing in initial
   public offerings of securities and other restrictions apply
   to investments in private placements of securities; (4)
   opening positions may only be closed-out at a profit after a
   60-day holding period has elapsed; and (5) the Compliance
   Officer must be informed periodically of all securities
   transactions and duplicate copies of brokerage confirmations
   and account statements must be supplied to the Compliance
  Officer.
    
     The Distributor acts as national distributor for each of
    the Funds and for the other mutual funds in the Delaware
   Group.  As previously described, prior to January 3, 1995, DDI
   served as the national distributor for the Funds.  The
   Distributor ("DDLP") (for all periods after January 3, 1995)
   and, in its capacity as such, DDI (prior to January 3, 1995)
   received net commissions from each Fund on behalf of Class A
   Shares, after reallowances to dealers, as follows:
    
                      International Equity Fund
                            Class A Shares
                      Total
                     Amount of
       Fiscal         Under-           Amounts        Net
       Year           writing         Reallowed      Commission
       Ended          Commissions    to Dealers     to DDLP/DDI
    
       11/30/96       $279,857       $231,351       $48,506
       11/30/95        299,368        259,217        40,151
       11/30/94        653,278        564,877        88,401
    
    
                           Global Bond Fund
                           Class A Shares
                      Total
                    Amount of      
       Fiscal         Under-           Amounts        Net
       Year         writing          Reallowed      Commission
       Ended          Commissions    to Dealers     to DDLP/DDI
    
       11/30/96       $22,383        $18,968        $3,415
       11/30/95(1)     5,712          4,661          1,051
    
    (1)  Date of initial public offering was December 27, 1994.
    
                           Global Assets Fund
                              Class A Shares
                      Total
                    Amount of 
       Fiscal         Under-            Amounts       Net
       Year            writing       Reallowed      Commission
       Ended          Commissions    to Dealers     to DDLP/DDI
    
       11/30/96       $76,066        $63,246        $12,820
       11/30/95(1)     27,931         24,095         3,836
    
    (1)  Date of initial public offering was December 27, 1994.
    
    
                      Emerging Markets Fund
                           Class A Shares
                      Total     
       Fiscal      Amount of     Amounts          Net
       Year      Underwriting   Reallowed      Commission
       Ended       Commissions   to Dealers         to        
                                               Distributor
    
       11/30/96(1)  $21,927      $18,174        $3,753
    
    (1)  Date of initial public offering was June 10, 1996.
    
    The Distributor and, in its capacity as such, DDI received
    in the aggregate Limited CDSC payments with respect to
   Class A Shares of each Fund as follows:
    
                      Limited CDSC Payments
  
  
             International     Global     Global      Emerging
    Fiscal      Equity         Bond        Assets      Markets
    Year        Fund A           Fund A      Fund A      Fund A
    Ended       Class         Class (1)   Class (1)   Class (1)
    
    11/30/96       ---        ---         ---         ---
    11/30/95    $3,911        ---         ---         N/A
    11/30/94     3,644        N/A         N/A         N/A
    
    (1)  Date of initial public offering of Global Bond Fund A
    Class and Global Assets Fund A Class was December 27, 1994. 
    Date of initial public offering of Emerging Markets Fund A
    Class was June 10, 1996.
    
    
     The Distributor and, in its capacity as such, DDI received
    in the aggregate CDSC payments with respect to Class B
   Shares of each Fund as follows:
    
                      CDSC Payments
    
              International   Global     Global      Emerging
    Fiscal     Equity          Bond        Assets      Markets
    Year        Fund B        Fund B      Fund B      Fund B
    Ended      Class          Class (1)   Class (1)   Class (1)
    
    11/30/96    $6,825       $931        $8,335        ---
    11/30/95     2,602        ---          $324        N/A
    11/30/94     1,283        N/A          N/A         N/A
    
    (1) Date of initial public offering of Global Bond Fund B
    Class and Global Assets Fund B Class was December 27,
    1994.  Date of initial public offering of Emerging
    Markets Fund B Class was June 10, 1996.
    
    
    The Distributor and, in its capacity as such, DDI received
   in the aggregate CDSC payments with respect to Class C
   Shares of each Fund as follows:
    
                            CDSC Payments
    
              International    Global     Global      Emerging
    Fiscal    Equity         Bond        Assets      Markets
    Year      Fund C         Fund C      Fund C      Fund C
    Ended     Class          Class (1)   Class (1)   Class (1)
    
    11/30/96    $127          ---         $580         ---
    11/30/95     ---          ---          ---         N/A
    
    (1)  Date of initial public offering of International
   Equity Fund C Class, Global Bond Fund C Class and Global
   Assets Fund C Class was November 29, 1995.  Date of initial
   public offering of Emerging Markets Fund C Class was June
   10, 1996.
    
    
       Effective as of January 3, 1995, all such payments
    described above have been paid to the Distributor.
    
       The Transfer Agent, an affiliate of Delaware
   International and Delaware, acts as shareholder servicing,
   dividend disbursing and transfer agent for each Fund and for
   the other mutual funds in the Delaware Group.  The Transfer
   Agent is paid a fee by each Fund for providing these
   services consisting of an annual per account charge of $5.50
   for each Fund plus transaction charges for particular
   services according to a schedule.  Compensation is fixed
   each year and approved by the Board of Directors, including
   a majority of the unaffiliated directors.  The Transfer
   Agent also provides accounting services to each Fund.  Those
   services include performing all functions related to
   calculating each Fund's net asset value and providing all
   financial reporting services, regulatory compliance testing
   and the related accounting services.  For its services, the
   Transfer Agent is paid a fee based on total
    assets of all funds in the Delaware Group for which it
   provides such accounting services.  Such fee is equal to
   0.25% multiplied by the total amount of assets in the
   complex for which the Transfer Agent furnishes accounting
   services, where such aggregate complex assets are $10
   billion or less, and 0.20% of assets if such aggregate
   complex assets exceed $10 billion.  The fees are charged to
   each fund, including each Fund, on an aggregate pro-rata
   basis.  The asset-based fee payable to the Transfer Agent is
   subject to a minimum fee calculated by determining the total
   number of investment portfolios and associated classes.
    
       Delaware and its affiliates own the name "Delaware
   Group."  Under certain circumstances, including the
   termination of Global Funds, Inc.'s advisory relationship
   with Delaware International and Delaware or its distribution
   relationship with the Distributor, Delaware and its
   affiliates could cause Global Funds, Inc. to delete the
   words "Delaware Group" from Global Funds, Inc.'s name.
    
    The Chase Manhattan Bank ("Chase"), 4 Chase Metrotech
    Center, Brooklyn, NY 11245, is custodian of each Fund's
    securities and cash.  As custodian for the Fund, Chase
    maintains a separate account or accounts for each Fund;
    receives, holds and releases portfolio securities on
   account of each Fund; receives and disburses money on behalf
   of each Fund; and collects and receives income and other
   payments and distributions on account of each Fund's
   portfolio securities.
    
    Capitalization
    Global Funds, Inc. has a present authorized capitalization
   of one billion shares of capital stock with a $0.01 par
   value per share.
    
    The Board of Directors has allocated fifty million shares
   to each of the Fund's Class A Shares and Institutional
   Class, and has allocLY
    
       The following illustrates how much more you would have
    contributing $2,000 each January--the earliest
   opportunity--compared to contributing on April 15th of the
   following year--the latest, for each tax year.
    
                 After      5 years       $3,528 more
                           10 years       $6,113
                           20 years       $17,228
                           30 years       $47,295
    
    Compounded returns for the longest period of time is the
   key.  The above illustration assumes a 10% rate of return
   and the reinvestment of all proceeds.
    
    THE POWER OF TAX-DEFERRED COMPOUNDING
       
       Over time, tax-deferred investing has the potential to
   double your investment earnings. The following examples are
   based on a $2000 invested on January 1 each year and assumes
   an 8% fixed rate of return, with no fluctuation in the value
   of principal.  The figures do not reflect the impact of any
   fees or sales charges.  These figures are for illustration
   only and are not intended to represent any future investment
   results.
    
       Accumulated Value   
       Over 10 years                 Tax Bracket
       $26, 403                           39.6%
       $26,881                            36%
       $27,516                            31%
       $27,905                            28%
       $31,828                       Tax-deferred
    
       Over 20 years
       $69,544                            39.6%
       $71, 986                           36%
       $75,540                            31%
       $77,767                            28%
       $102,476                      Tax-deferred
    
       Over 40 years
       $254,528                           39.6%
       $274,662                           36%
       $305,626                           31%
       $326,046                           28%
       $607,355                      Tax-deferred
       
        
    
       The Delaware Group includes funds with a wide range of
    investment objectives.  Stock funds, income funds, national
   and state-specific tax-exempt funds, money market funds,
   global and international funds and closed-end funds give
   investors the ability to create a portfolio that fits their
   personal financial goals.  For more information,
   shareholders of the Fund Classes should contact their
   financial adviser or call Delaware Group at 800-523-4640,
   and shareholders of the Institutional Classes should contact
   Delaware Group at 800-828-5052.
    
       
    INVESTMENT MANAGER
    Delaware International Advisers Ltd.
    80 Cheapside
    Third Floor
    London, England  EC2V 6EE
        
    SUB-ADVISER
    Delaware Management Company, Inc.
    One Commerce Square
    Philadelphia, PA  19103
    
    NATIONAL DISTRIBUTOR
    Delaware Distributors, L.P.
    1818 Market Street
    Philadelphia, PA  19103
    
    SHAREHOLDER SERVICING, 
    DIVIDEND DISBURSING, 
    ACCOUNTING SERVICES
    AND TRANSFER AGENT
    Delaware Service Company, Inc.
    1818 Market Street
    Philadelphia, PA  19103
    
    LEGAL COUNSEL
    Stradley, Ronon, Stevens & Young, LLP
    One Commerce Square
    Philadelphia, PA  19103
    
    INDEPENDENT AUDITORS
    Ernst & Young LLP
    Two Commerce Square
    Philadelphia, PA  19103
    
    CUSTODIAN
    The Chase Manhattan Bank
    4 Chase Metrotech Center
    Brooklyn, NY  11245
    
    ___________________________________
    
    DELAWARE GROUP 
    ___________________________________
    
    GLOBAL & INTERNATIONAL FUNDS, INC.
    ___________________________________
    
    INTERNATIONAL SMALL CAP  FUND
    ___________________________________
    
    INTERNATIONAL EQUITY SERIES
    ___________________________________
    
    GLOBAL BOND SERIES
    ___________________________________
    
    GLOBAL ASSETS SERIES
    ___________________________________
    
    EMERGING MARKETS SERIES
    ___________________________________
    
    GLOBAL EQUITY FUND
    ___________________________________
    
    
    
    PART B
    
    STATEMENT OF
    ADDITIONAL INFORMATION
    ___________________________________
    
    
       
    JULY 21, 1997
    (as revised December 22, 1997)
        
    
    
    
    
    
                           DELAWARE


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