DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS INC, 485APOS, 1997-04-28

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS INC
485APOS, 1997-04-28

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

File No. 33-41034
File No. 811-6324

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

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

Post-Effective Amendment No. 16 /X/
-------

AND

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

Amendment No. 16
------

DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

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

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

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

Approximate Date of Public Offering: July 14, 1997
--------------

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
----

on (date) pursuant to paragraph (b)
----

60 days after filing pursuant to paragraph (a)(1)
----

on (date) pursuant to paragraph (a)(1)
----

75 days after filing pursuant to paragraph (a)(2)
----

X on July 14, 1997 pursuant to paragraph (a)(2) of Rule 485.
----

Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's 24f-2
Notice for its most recent fiscal year was filed on January 29, 1997.

<PAGE> 2

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

This Post-Effective Amendment No. 16 to Registration File No. 33-41034 includes
the following:

1. Facing Page

2. Contents Page

3. Cross-Reference Sheet

4. Part A - Prospectuses

5. Part B - Statement of Additional Information

6. Part C - Other Information

7. Signatures

<PAGE> 3

CROSS-REFERENCE SHEET*

PART A

<TABLE>
<CAPTION>
Location in
Item No. Description Prospectuses
- -------- ----------- ------------
Global Assets/Global Bond/
Emerging Markets/
International Trend Series

A Classes/ Institutional
B Classes/ Classes
C Classes

<S> <C> <C> <C>
1 Cover Page..................................................... Cover Cover

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

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

4 General Description of Registrant ............................. Investment Investment
Objectives and Objectives and
Strategies; Strategies;
Shares Shares

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

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

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

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

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

</TABLE>

* This filing relates to the Class A Shares, Class B Shares, Class C Shares
and Institutional Class shares of Global Assets Series, Global Bond
Series, Emerging Markets Series and International Trend Series, which have
combined prospectuses; the Class A Shares, Class B Shares, Class C Shares
and Institutional Class shares of International Equity Series, which has
its own prospectuses; and the Class A Shares, Class B Shares, Class C
Shares and Institutional Class shares of Global Equity Series, which has
its own prospectuses. The six Series have a common Part B and Part C.

<PAGE> 4

CROSS-REFERENCE SHEET

PART A

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

A Class/ Institutional
B Class/ Class
C Class

<S> <C> <C> <C>
1 Cover Page...................................................... Cover Cover

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

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

4 General Description of Registrant .............................. Investment Investment
Objectives and Objectives and
Strategies; Strategies;
Shares Shares

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

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

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

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

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

</TABLE>

<PAGE> 5

CROSS-REFERENCE SHEET

PART A

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

A Class/ Institutional
B Class/ Class
C Class

<S> <C> <C> <C>
1 Cover Page...................................................... Cover Cover

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

3 Condensed Financial Information................................. N/A N/A

4 General Description of Registrant .............................. Investment Investment
Objectives and Objectives and
Strategies; Strategies;
Shares Shares

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

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

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

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

</TABLE>

<PAGE> 6

CROSS-REFERENCE SHEET

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

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

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

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

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

15 Control Persons and Principal Holders of Securities Officers and Directors

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

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

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

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

20 Tax Status..................................................... Accounting and Tax Issues

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

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

23 Financial Statements........................................... Financial Statements
</TABLE>

<PAGE> 7

CROSS-REFERENCE SHEET

PART C
<TABLE>
<CAPTION>
Location in
Part C
------

<S> <C> <C>
24 Financial Statements and Exhibits...................................... Item 24

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

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

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

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

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

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

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

32 Undertakings........................................................... Item 32
</TABLE>

<PAGE> 8

INTERNATIONAL TREND FUND PROSPECTUS
GLOBAL BOND FUND JULY , 1997
GLOBAL ASSETS FUND
EMERGING MARKETS FUND

A CLASS SHARES
B CLASS SHARES
C CLASS SHARES

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

1818 MARKET STREET, PHILADELPHIA, PA 19103

FOR PROSPECTUS AND PERFORMANCE: NATIONWIDE 800-523-4640

INFORMATION ON EXISTING ACCOUNTS: (SHAREHOLDERS ONLY)
NATIONWIDE 800-523-1918

DEALER SERVICES: (BROKER/DEALERS ONLY)
NATIONWIDE 800-362-7500

REPRESENTATIVES OF FINANCIAL INSTITUTIONS:
NATIONWIDE 800-659-2265

This Prospectus describes the shares of the International Trend Series
(the "International Trend Fund"), the Global Bond Series (the "Global Bond
Fund"), the Global Assets Series (the "Global Assets Fund") and the Emerging
Markets Series (the "Emerging Markets Fund") (individually, a "Fund" and
collectively, the "Funds") of Delaware Group Global & International Funds, Inc.
("Global Funds, Inc."), a professionally-managed mutual fund of the series type.

International Trend Fund's objective is to achieve long-term capital
appreciation. This Fund seeks to achieve its objective by investing primarily in
equity securities of small non-U.S. companies, which may include companies
located or operating in established or emerging countries. Global Bond Fund's
objective is to achieve current income consistent with the preservation of
principal. This Fund seeks to achieve its objective by investing primarily in
fixed-income securities that may also provide the potential for capital
appreciation. Global Assets Fund's objective is to achieve long-term total
return. This Fund seeks to achieve its objective by investing in securities
which, in Delaware International Advisers Ltd.'s ("Delaware International" or
the "Manager") opinion, will provide higher current income than a portfolio
comprised exclusively of equity securities, along with the potential for capital
growth. This Fund will invest in both equity and fixed-income securities.
Emerging Markets Fund's objective is to achieve long-term capital appreciation.
This Fund seeks to achieve its objective by investing primarily in equity
securities of issuers located or operating in emerging countries. See Investment
Objectives and Strategies.

Each Fund offers three retail classes of shares: "Class A Shares,"
"Class B Shares" and "Class C Shares" (individually, a "Class" and collectively,
the "Classes").

-1-

<PAGE> 9

This Prospectus relates only to the Classes and sets forth information
that you should read and consider before you invest. Please retain it for future
reference. The Funds' Statement of Additional Information ("Part B" of Global
Funds, Inc.'s registration statement), dated July , 1997, as it may be amended
from time to time, contains additional information about the Funds and has been
filed with the Securities and Exchange Commission. Part B is incorporated by
reference into this Prospectus and is available, without charge, by writing to
Delaware Distributors, L.P. at the above address or by calling the above
numbers. With the exception of International Trend Fund, each Fund's financial
statements appear in the Annual Report of Global Funds, Inc. for the fiscal year
ended November 30, 1996, which will accompany any response to requests for Part
B. International Trend Fund was not offered to the public prior to the date of
this Prospectus.

Each Fund also offers an Institutional Class, which is available for
purchase only by certain investors. A prospectus for the Funds' Institutional
Classes can be obtained by writing to Delaware Distributors, L.P. at the above
address or by calling the above numbers.

TABLE OF CONTENTS

<TABLE>
<S> <C>
COVER PAGE HOW TO BUY SHARES
SYNOPSIS REDEMPTION AND EXCHANGE
SUMMARY OF EXPENSES DIVIDENDS AND DISTRIBUTIONS
FINANCIAL HIGHLIGHTS TAXES
INVESTMENT OBJECTIVES AND STRATEGIES CALCULATION OF OFFERING PRICE AND
SUITABILITY NET ASSET VALUE PER SHARE
INVESTMENT STRATEGY MANAGEMENT OF THE FUNDS
SPECIAL RISK CONSIDERATIONS OTHER INVESTMENT POLICIES AND
THE DELAWARE DIFFERENCE RISK CONSIDERATIONS
PLANS AND SERVICES APPENDIX A--INVESTMENT ILLUSTRATIONS
RETIREMENT PLANNING APPENDIX B--CLASSES OFFERED
CLASSES OF SHARES APPENDIX C--RATINGS
</TABLE>

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING INVESTMENTS. MUTUAL FUNDS
CAN BE A VALUABLE PART OF YOUR FINANCIAL PLAN; HOWEVER, SHARES OF THE FUNDS ARE
NOT FDIC OR NCUSIF INSURED, ARE NOT GUARANTEED BY ANY BANK OR ANY CREDIT UNION,
ARE NOT OBLIGATIONS OF ANY BANK OR ANY CREDIT UNION, AND INVOLVE INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. SHARES OF THE FUNDS ARE NOT BANK
OR CREDIT UNION DEPOSITS.

-2-

<PAGE> 10

SYNOPSIS

INVESTMENT OBJECTIVES

International Trend Fund--The investment objective of International
Trend Fund is to achieve long-term capital appreciation. This Fund seeks to
achieve its objective by investing primarily in equity securities of small
non-U.S. companies, which may include companies located or operating in
established or emerging countries. The Fund is an international fund. Under
normal market conditions, at least 65% of the Fund's assets will be invested in
equity securities of companies organized or having a majority of their assets in
or deriving a majority of their operating income in at least three different
countries outside of the United States. The current market capitalization of the
companies in which the Fund intends to invest primarily generally will be $1.5
billion or less (at the time of purchase).

Global Bond Fund--The investment objective of Global Bond Fund is to
achieve current income consistent with preservation of principal. This Fund
seeks to achieve its objective by investing primarily in fixed-income securities
that may also provide the potential for capital appreciation. The Fund is a
global fund. As such, at least 65% of the Fund's assets will be invested in
fixed-income securities of issuers organized or having a majority of their
assets in or deriving a majority of their operating income in at least three
different countries, one of which may be the United States.

Global Assets Fund--The investment objective of Global Assets Fund is
to achieve long-term total return. This Fund seeks to achieve its objective by
investing in securities which, in the Manager's or Sub-Adviser's opinion, will
provide higher current income than a portfolio comprised exclusively of equity
securities, along with the potential for capital growth. The Fund will invest in
both equity and fixed-income securities. The Fund is a global fund. As such, at
least 65% of the Fund's assets will be invested in securities of issuers
organized or having a majority of their assets in or deriving a majority of
their operating income in at least three different countries, one of which may
be the United States. It is anticipated that a portion of the Fund's assets may
be invested in warrants.

Emerging Markets Fund--The investment objective of Emerging Markets
Fund is to achieve long-term capital appreciation. This Fund seeks to achieve
its objective by investing primarily in equity securities of issuers located or
operating in emerging countries. The Fund is an international fund. As such,
under normal market conditions, at least 65% of the Fund's assets will be
invested in equity securities of issuers organized or having a majority of their
assets or deriving a majority of their operating income in at least three
different countries which are considered to be emerging or developing.

For further details, see Investment Objectives and Strategies and Other
Investment Policies and Risk Considerations.

RISK FACTORS

Prospective investors should consider a number of factors:

1. Investing in securities of non-United States companies which are
generally denominated in foreign currencies and the utilization of forward
foreign currency exchange contracts involve certain risk and opportunity
considerations not typically associated with investing in United States
companies. See Special Risk Considerations-Foreign Securities Risks and Other
Investment Policies and Risk Considerations.

-3-

<PAGE> 11

2. Each Fund has the right to engage in options and futures
transactions for hedging purposes, to counterbalance portfolio volatility. In
connection with futures transactions, the Funds will maintain certain collateral
in special accounts established with futures commission merchants or on their
behalf in the care of The Chase Manhattan Bank (the "Custodian Bank"). While the
Funds do not engage in options and futures for speculative purposes, there are
risks which result from the use of these instruments, and an investor should
carefully review the descriptions of these risks in this Prospectus. See Options
and Futures Contracts and Options on Futures Contracts under Other Investment
Policies and Risk Considerations.

3. The prices of equity securities, especially those of the smaller
non-U.S. companies in which International Trend Fund will primarily invest, tend
to fluctuate, particularly in the shorter term. Investors in International Trend
Fund should be willing to accept the risks associated with emerging and
growth-oriented companies, some of the securities of which may be speculative
and subject the Fund to additional investment risk. See Special Risk
Considerations and Other Investment Policies and Risk Considerations.

4. Global Bond Fund may invest in interest rate swaps for hedging
purposes which could subject the Fund to increased risks. Interest rate swaps
may be considered to be derivative securities. See Interest Rate Swaps under
Other Investment Policies and Risk Considerations.

5. Emerging Markets Fund may invest up to 35% of its assets, and
International Trend Fund may invest up to 15% of its assets, in high yield, high
risk foreign fixed-income securities, including Brady Bonds, and Global Assets
Fund may invest up to 15% of its assets in high yield, high risk U.S.
fixed-income securities ("junk bonds"). Consequently, greater risks may be
involved with an investment in these Funds. See High Yield, High Risk Securities
under Investment Objectives and Strategies.

6. Each Fund may invest a portion of its assets in the markets of
certain emerging countries. The Emerging Markets Fund will invest primarily in
issuers located or operating in markets of such countries. Investments in
securities of companies in emerging markets present a greater degree of risk
than tends to be the case for foreign investments in Western Europe and other
developed markets. Among other things, there is a greater possibility of
expropriation, nationalization, confiscatory taxation, income earned or other
special taxes, foreign exchange restrictions, limitations on the repatriation of
income and capital from investments, defaults in foreign government debt, and
economic, political or social instability. In addition, in many emerging
markets, there is substantially less publicly available information about
issuers and the information that is available tends to be of a lesser quality.
Economic markets and structures tend to be less mature and diverse and the
securities markets which are subject to less government regulation or
supervision may also be smaller, less liquid and subject to greater price
volatility. See Special Risk Considerations-Emerging Markets Securities Risks.

7. While Global Bond Fund, Global Assets Fund and Emerging Markets Fund
each intend to seek to qualify as a "diversified" investment company under
provisions of Subchapter M of the Internal Revenue Code, as amended (the
"Code"), none of these three Funds will be diversified under the Investment
Company Act of 1940, as amended (the "1940 Act"). Thus, 50% of these Funds'
total net assets will be divided among cash, cash items and other securities of
at least ten different issuers, with no more than 5% of a Fund's total net
assets invested with one issuer. However, this will not satisfy the 1940 Act
requirement that 75% of a Fund's assets be limited to not more than 5% per
issuer. A nondiversified portfolio is believed to be subject to greater risk
because adverse effects on any individual portfolio holdings may affect a larger
portion of the overall assets.

-4-

<PAGE> 12

INVESTMENT MANAGER, SUB-ADVISER, DISTRIBUTOR AND SERVICE AGENT

Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") is the investment manager for each Fund and, in that capacity,
provides investment advice to each Fund, subject to the supervision of Global
Funds, Inc.'s Board of Directors. Delaware Management Company, Inc. ("Delaware,"
or the "Sub-Adviser") is the investment sub-adviser for Global Assets Fund and,
in that capacity, provides investment advice on U.S. securities. Delaware
Distributors, L.P. (the "Distributor") is the national distributor for each Fund
and for all of the other mutual funds in the Delaware Group. Delaware Service
Company, Inc. (the "Transfer Agent") is the shareholder servicing, dividend
disbursing, accounting services and transfer agent for each Fund and for all of
the other mutual funds in the Delaware Group. See Summary of Expenses and
Management of the Funds for further information regarding the Manager and the
Sub-Adviser and the fees payable under each Fund's Investment Management
Agreement and the Sub-Advisory Agreement on behalf of Global Assets Fund.

SALES CHARGES

The price of each of the Class A Shares includes a maximum front-end
sales charge of 4.75% of the offering price, which, based on the net asset
values of the Class A Shares as of the end of the Global Funds, Inc.'s most
recent fiscal year, is equivalent to 4.97% of the amount invested for Global
Bond Fund A Class, 4.96% for Global Assets Fund A Class and 5.02% for Emerging
Markets Fund A Class, and, based on an initial net asset value of $8.50 per
share of International Trend Fund A Class, is equivalent to 0.00% of the amount
invested for International Trend Fund A Class. The front-end sales charge is
reduced on certain transactions of at least $100,000 but under $1,000,000. There
is no front-end sales charge on purchases of $1,000,000 or more. Class A Shares
are subject to annual 12b-1 Plan expenses for the life of the investment.

The price of each of the Class B Shares is equal to the net asset value
per share. Class B Shares are subject to a contingent deferred sales charge
("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 subject to annual 12b-1 Plan expenses for approximately eight years after
purchase. See Deferred Sales Charge Alternative - Class B Shares and Automatic
Conversion of Class B Shares under Classes of Shares.

The price of the Class C Shares is equal to the net asset value per
share. Class C Shares are subject to a CDSC of 1% if shares are redeemed within
12 months of purchase. Class C Shares are subject to annual 12b-1 Plan expenses
for the life of the investment.

See Classes of Shares and Distribution (12b-1) and Service under
Management of the Funds.

PURCHASE AMOUNTS

Generally, the minimum initial investment in any Class is $1,000.
Subsequent investments generally must be at least $100.

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. An investor may exceed these maximum purchase
limitations for Class B Shares and Class C Shares 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 Class A Shares are subject to lower annual 12b-1

-5-

<PAGE> 13

Plan expenses than Class B and Class C Shares and generally are not subject to a
CDSC. The minimum and maximum purchase amounts for retirement plans may vary.
See How to Buy Shares.

REDEMPTION AND EXCHANGE

Class A Shares of each Fund may be redeemed or exchanged at the net
asset value calculated after receipt of the redemption or exchange request.
Neither the Funds nor the Distributor assesses a charge for redemptions or
exchanges of Class A Shares, except for certain redemptions of shares purchased
at net asset value, which may be subject to a CDSC if a dealer's commission was
paid in connection with such purchases. See Front-End Sales Charge Alternative -
Class A Shares under Classes of Shares.

Class B Shares and Class C Shares may be redeemed or exchanged at the
net asset value calculated after receipt of the redemption or exchange request
subject, in the case of redemptions, to any applicable CDSC. Neither the Funds
nor the Distributor assesses any charges other than the CDSC for redemptions or
exchanges of Class B or Class C Shares. There are certain limitations on an
investor's ability to exchange shares between the various classes of shares that
are offered. See Redemption and Exchange.

OPEN-END INVESTMENT COMPANY

Global Funds, Inc. is an open-end, registered management investment
company. International Trend Fund operates as a diversified fund as defined
under the 1940 Act. Global Bond Fund, Global Assets Fund and Emerging Markets
Fund operate as nondiversified funds as defined under the 1940 Act. Global
Funds, Inc. was organized as a Maryland corporation on May 30, 1991. See Shares
under Management of the Funds.

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<PAGE> 14

SUMMARY OF EXPENSES

A general comparison of the sales arrangements and other expenses
applicable to Class A, Class B and Class C Shares of each Fund follows. With
respect to International Trend Fund, the amounts set forth below under the
heading "Other Operating Expenses" are based on estimates for the Fund's initial
fiscal year in which it conducts operations:

<TABLE>
<CAPTION>
INTERNATIONAL TREND FUND GLOBAL BOND FUND GLOBAL ASSETS FUND
------------------------ ---------------- ------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
SHAREHOLDER TRANSACTION EXPENSES SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES
- -------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge Imposed
on Purchases (as a percentage
of offering price)....... 4.75% None None 4.75% None None 4.75% None None

Maximum Sales Charge imposed
on Reinvested Dividends
(as a percentage of
offering price).......... None None None None None None None None None

Maximum Contingent Deferred
Sales Charge (as a percentage
of original purchase price or
redemption proceeds,
as applicable)........... None* 4.00%* 1.00%* None* 4.00%* 1.00%* None* 4.00%* 1.00%*

Redemption Fees.......... None** None** None** None** None** None** None** None** None**
</TABLE>

<TABLE>
<CAPTION>
EMERGING MARKETS FUND
---------------------
CLASS A CLASS B CLASS C
SHAREHOLDER TRANSACTION EXPENSES SHARES SHARES SHARES
- -------------------------------- ------ ------ ------

<S> <C> <C> <C>
Maximum Sales Charge Imposed
on Purchases (as a percentage
of offering price)....... $4.75% None None

Maximum Sales Charge imposed
on Reinvested Dividends
(as a percentage of
offering price).......... None None None

Maximum Contingent Deferred
Sales Charge (as a percentage
of original purchase price or
redemption proceeds,
as applicable)........... None* 4.00%* 1.00%*

Redemption Fees.......... None** None** None**
</TABLE>

* Class A purchases of $1 million or more may be made at net asset value.
However, if in connection with any such purchase a dealer commission is
paid to the financial adviser through whom such purchase is effected, a
CDSC of 1% will be imposed on certain redemptions within 12 months of
purchase ("Limited CDSC"). 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; (iv) 1% if shares are redeemed during the sixth year
following purchase; and (v) 0% thereafter. Class C Shares are subject
to a CDSC of 1% if the shares are redeemed within 12 months of
purchase. See Contingent Deferred Sales Charge for Certain Redemptions
of Class A Shares Purchased at Net Asset Value under Redemption and
Exchange and Deferred Sales Charge Alternative - Class B Shares and
Level Sales Charge Alternative - Class C Shares under Classes of
Shares.

** CoreStates Bank, N.A. currently charges $7.50 per redemption for
redemptions payable by wire.

Unless waived, investors utilizing the Delaware Group Asset Planner
asset allocation service will incur an annual maintenance fee of $35 per
strategy. Investors who utilize the Asset Planner for an Individual Retirement
Plan ("IRA") will pay an annual IRA fee of $15 per Social Security Number.

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<PAGE> 15

<TABLE>
<CAPTION>
INTERNATIONAL TREND FUND GLOBAL BOND FUND GLOBAL ASSETS FUND
ANNUAL OPERATING EXPENSES (AS A CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
PERCENTAGE OF AVERAGE DAILY NET ASSETS) SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES SHARES
- --------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees (after voluntary
waivers and payments)........... %++ %++ %++ 0.00%++ 0.00%++ 0.00%++ 0.00%++ 0.00%++ 0.00%++

12b-1 Expenses
(including service fees)........ 0.30%+ 1.00%+ 1.00%+ 0.30%+ 1.00%+ 1.00%+ 0.30%+ 1.00%+ 1.00%+

Other Operating Expenses
(after any voluntary payments).. %++ %++ %++ 0.95%++ 0.95%++ 0.95%++ 0.95%++ 0.95%++ 0.95%++

Total Operating Expenses
(after voluntary waiver
and payment)..................... 2.00%++ 2.70%++ 2.70%++ 1.25%++ 1.95%++ 1.95%++ 1.25%++ 1.95%++ 1.95%++
</TABLE>

<TABLE>
<CAPTION>
EMERGING MARKETS FUNDS
ANNUAL OPERATING EXPENSES (AS A CLASS A CLASS B CLASS C
PERCENTAGE OF AVERAGE DAILY NET ASSETS) SHARES SHARES SHARES
- --------------------------------------- ------ ------ ------

<S> <C> <C> <C>
Management Fees (after voluntary
waivers and payments)............ 0.00%++ 0.00%++ 0.00%++

12b-1 Expenses
(including service fees)......... 0.30%+ 1.00%+ 1.00%+

Other Operating Expenses
(after any voluntary payments)... 1.70%++ 1.70%++ 1.70%++

Total Operating Expenses
(after voluntary waiver
and payment)..................... 2.00%++ 2.70%++ 2.70%++
</TABLE>

++ All expense figures for International Trend Fund and Emerging Markets
Fund are estimates. Delaware International has elected voluntarily to
waive that portion, if any, of the annual management fees payable by
International Trend Fund, Global Bond Fund, Global Assets Fund and
Emerging Markets Fund and to pay a respective Fund's expenses to the
extent necessary to ensure that the Total Operating Expenses (after
voluntary waivers and payments) of the Class A Shares of both
International Trend and Emerging Markets Funds do not exceed 2.00%, and
each of the Class B Shares and Class C Shares of those Funds do not
exceed 2.70%, and to the extent necessary to ensure that the Total
Operating Expenses (after voluntary waivers and payments) of the Class
A Shares of both Global Bond and Global Assets Funds do not exceed
1.25%, and each of the Class B and Class C Shares of those Funds do not
exceed 1.95%, all on an annualized basis (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, but inclusive of
12b-1 fees) during the period from the commencement of the public
offering of the Classes of each Fund through May 31, 1997 (except that
the waivers and payments for International Trend Fund will initially be
in place through December 31, 1997). Absent the voluntary fee waivers
and payments, the Total Operating Expenses and Management Fees as a
percentage of average daily net assets for International Trend Fund and
Emerging Markets Fund are expected to be, and the Total Operating
Expenses and Management Fees for Global Bond Fund and Global Assets
Fund for the fiscal year ended November 30, 1996 were, as follows:

<TABLE>
<CAPTION>
TOTAL OPERATING EXPENSES MANAGEMENT FEES
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
International Trend Fund % % % 1.25% 1.25% 1.25%
Global Bond Fund 5.00% 5.70% 5.70% 0.70% 0.70% 0.70%
Global Assets Fund 2.72% 3.42% 3.42% 0.73% 0.73% 0.73%
Emerging Markets Fund 4.10% 4.80% 4.80% 1.25% 1.25% 1.25%
</TABLE>

For expense information about the Funds' Institutional Classes see the
separate prospectus relating to those classes.

-8-

<PAGE> 16

The following example illustrates the expenses that an investor would
pay on a $1,000 investment over various time periods, assuming (1) a 5% annual
rate of return, (2) redemption and no redemption at the end of each time period
and (3) for Class B Shares and Class C Shares, payment of a CDSC at the time of
redemption, if applicable. The following example assumes the voluntary waiver of
the management fee and/or other payments of expenses by the Manager as discussed
in this Prospectus.

<TABLE>
<CAPTION>
INTERNATIONAL TREND ASSUMING REDEMPTION ASSUMING NO REDEMPTION
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES $___(1) $___ N/A N/A $___ $___ N/A N/A
CLASS B SHARES(2) $___ $___ N/A N/A $___ $___ N/A N/A
CLASS C SHARES $___ $___ N/A N/A $___ $___ N/A N/A
</TABLE>

<TABLE>
<CAPTION>
GLOBAL BOND ASSUMING REDEMPTION ASSUMING NO REDEMPTION
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES $60(1) $85 $113 $191 $60 $85 $113 $191
CLASS B SHARES $60 $91 $125 $209(3) $20 $61 $105 $209(3)
CLASS C SHARES $30 $61 $105 $227 $20 $61 $105 $227
</TABLE>

<TABLE>
<CAPTION>
GLOBAL ASSETS ASSUMING REDEMPTION ASSUMING NO REDEMPTION
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES $60(1) $85 $113 $191 $60 $85 $113 $191
CLASS B SHARES $60 $91 $125 $209(3) $20 $61 $105 $209(3)
CLASS C SHARES $30 $61 $105 $227 $20 $61 $105 $227
</TABLE>

<TABLE>
<CAPTION>
EMERGING MARKETS ASSUMING REDEMPTION ASSUMING NO REDEMPTION
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES $67(1) $107 N/A N/A $67 $107 N/A N/A
CLASS B SHARES(2) $67 $114 N/A N/A $27 $84 N/A N/A
CLASS C SHARES $37 $84 N/A N/A $27 $84 N/A N/A
</TABLE>

(1) Generally, no redemption charge is assessed upon redemption of Class A
Shares. Under certain circumstances, however, a Limited CDSC, which has
not been reflected in this calculation, may be imposed on certain
redemptions within 12 months of purchase. See Contingent Deferred Sales
Charge for Certain Redemptions of Class A Shares Purchased at Net Asset
Value under Redemption and Exchange.

(2) At the end of approximately eight years after purchase, Class B Shares
will be automatically converted into Class A Shares. The example above
does not assume conversion of Class B Shares since it reflects figures
only for one and three years. See Automatic Conversion of Class B
Shares under Classes of Shares for a description of the automatic
conversion feature.

(3) At the end of approximately eight years after purchase, Class B Shares
of the Fund will be automatically converted into Class A Shares of the
Fund. The example above assumes conversion of Class B Shares at the end
of the eighth year. However, the conversion may occur as late as three
months after the eighth anniversary of purchase, during which time the
higher 12b-1 Plan fees payable by Class B Shares will continue to be
assessed. Information for the ninth and tenth years reflects expenses
of the Class A Shares. See Automatic Conversion of Class B Shares under
Classes of Shares for a description of the automatic conversion
feature.

-9-

<PAGE> 17

The purpose of the above tables is to assist the investor in
understanding the various costs and expenses that an investor in any of the
Classes will bear directly or indirectly.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

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

FINANCIAL HIGHLIGHTS

The following financial highlights are derived from the financial statements of
Global Bond Fund, Global Assets Fund and Emerging Markets Fund of Global Funds,
Inc. and have been audited by Ernst & Young LLP, independent auditors. The data
should be read in conjunction with the financial statements, related notes, and
the report of Ernst & Young LLP covering such financial information and
highlights, all of which are incorporated by reference into Part B. Further
information about the Funds' performance is contained in Global Funds, Inc.'s
Annual Report to shareholders. A copy of the Annual Report (including the report
of Ernst & Young LLP) may be obtained from Global Funds, Inc. upon request at no
charge. Financial highlights for International Trend Fund are not provided
because that Fund was not operating prior to the date of this Prospectus.

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

-10-

<PAGE> 18
<TABLE>
<CAPTION>
EMERGING MARKETS FUND EMERGING MARKETS FUND EMERGING MARKETS FUND
CLASS A SHARES CLASS B SHARES CLASS C SHARES
-------------- -------------- --------------

PERIOD PERIOD PERIOD
6/10/96(1) 6/10/96(1) 6/10/96(1)
THROUGH THROUGH THROUGH
11/30/96 11/30/96 11/30/96

<S> <C> <C> <C>
Net Asset Value, Beginning of Period................ $10.000 $10.000 $10.000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(4)............................ 0.180 (0.051) (0.051)
Net Gains (Losses) on Securities
(both realized and unrealized)................ (0.048) (0.009) (0.009)
------- ------- -------
Total From Investment Operations........... (0.030) (0.060) (0.060)
------- ------- -------

LESS DISTRIBUTIONS
Dividends from Net Investment Income................ none none none
Distributions from Capital Gains.................... none none none
Returns of Capital.................................. none none none
------- ------- -------
Total Distributions........................ none none none
------- ------- -------

Net Asset Value, End of Period...................... $9.970 $9.940 $9.940
======= ======= =======

TOTAL RETURN....................................... (0.30%)(2) (0.60%)(3) (0.60%)(3)

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)........... $2,518 $282 $199
Ratio of Expenses to Average Daily Net Assets........ 2.00% 2.70% 2.70%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation................... 4.10% 4.80% 4.80%
Ratio of Net Investment Income to
Average Daily Net Assets...................... 0.17% (0.53%) (0.53%)
Ratio of Net Investment Income to Average Daily Net
Assets Prior to Expense Limitation............ (1.93%) (2.63%) (2.63%)
Portfolio Turnover Rate............................. 36% 36% 36%
Average Commission Rate Paid........................ $0.0073 $0.0073 $0.0073
</TABLE>

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

(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.

(2) Does not reflect maximum sales charge that is or was in effect, nor the
1% Limited CDSC that would apply in the event of certain redemptions
within 12 months of purchase. See Contingent Deferred Sales Charge for
Certain Redemptions of Class A Shares Purchased at Net Asset Value under
Redemption and Exchange. Total return reflects the expense limitations
referenced under Summary of Expenses and Management of the Funds.

(3) Does not include contingent deferred sales charge which varies from 1% -
4% depending upon the holding period for Class B Shares and 1% for Class
C Shares. Total return reflects the expense limitations referenced under
Summary of Expenses and Management of the Funds.

(4) The year ended November 30, 1996 per share information was based on the
share outstanding method.

<PAGE> 19

<TABLE>
<CAPTION>
GLOBAL BOND FUND GLOBAL BOND FUND
CLASS A SHARES CLASS B SHARES
--------------------- -----------------------
PERIOD PERIOD
YEAR 12/27/94(1) YEAR 12/27/94(1)
ENDED THROUGH ENDED THROUGH
11/30/96 11/30/95 11/30/96 11/30/95

<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period................ $11.230 $10.000 $11.230 $10.000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(5)............................ 0.755 0.659 0.679 0.565
Net Gains (Losses) on Securities
(both realized and unrealized)................ 0.730 1.171 0.735 1.205
----- ----- ----- -----
Total From Investment Operations........... 1.485 1.830 1.414 1.770
----- ----- ----- -----

LESS DISTRIBUTIONS
Dividends from Net Investment Income................ (0.875) (0.600) (0.794) (0.540)
Distributions from Capital Gains.................... (0.360) none (0.360) none
Returns of Capital.................................. none none none none
----- ----- ----- -----

Total Distributions........................ (1.235) (0.600) (1.154) (0.540)
----- ----- ----- -----

Net Asset Value, End of Period...................... $11.480 $11.230 $11.490 $11.230
======= ======= ======= =======

TOTAL RETURN........................................ 14.35%(3) 18.79%(3) 13.51%(4) 18.23%(4)
- ------------

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)........... $3,467 $889 $707 $115
Ratio of Expenses to Average Daily Net Assets....... 1.25% 1.25% 1.95% 1.95%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation................... 5.00% 12.34% 5.70% 13.04%
Ratio of Net Investment Income to
Average Daily Net Assets...................... 6.82% 7.70% 6.12% 7.00%
Ratio of Net Investment Income to Average Daily Net
Assets Prior to Expense Limitation............ 3.07% (3.39%) 2.37% (4.09%)
Portfolio Turnover Rate............................. 42% 98% 42% 98%
Average Commission Rate Paid........................ N/A N/A N/A N/A
</TABLE>

<TABLE>
<CAPTION>
GLOBAL BOND FUND
CLASS C SHARES
----------------------------
PERIOD
YEAR 11/29/95(2)
ENDED THROUGH
11/30/96 11/30/95

<S> <C> <C>
Net Asset Value, Beginning of Period................ $11.240 $11.330

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(5)............................ 0.680 none
Net Gains (Losses) on Securities
(both realized and unrealized)................ 0.719 (0.036)
------ -------
Total From Investment Operations........... 1.399 (0.036)
------ -------

LESS DISTRIBUTIONS
Dividends from Net Investment Income................ (0.839) (0.054)
Distributions from Capital Gains.................... (0.360) none
Returns of Capital.................................. none none
----- -----
Total Distributions........................ (1.199) (0.054)
----- -----

Net Asset Value, End of Period...................... $11.440 $11.240
======= =======

TOTAL RETURN........................................ 13.51%(4) (2)
- ------------

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)........... $118 $5
Ratio of Expenses to Average Daily Net Assets....... 1.95% (2)
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation................... 5.70% (2)
Ratio of Net Investment Income to
Average Daily Net Assets...................... 6.12% (2)
Ratio of Net Investment Income to Average Daily Net
Assets Prior to Expense Limitation............ 2.37% (2)
Portfolio Turnover Rate............................. 42% (2)
Average Commission Rate Paid........................ N/A N/A
</TABLE>

- ----------------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.

(2) Date of initial public offering. The ratios of expenses and net
investment income to average daily net assets, total return and portfolio
turnover have been omitted as management believes that such ratios, total
return and portfolio turnover for this relatively short period are not
meaningful.

(3) Does not reflect maximum sales charge that is in effect, nor the 1%
Limited CDSC that would apply in the event of certain redemptions within
12 months of purchase. See Contingent Deferred Sales Charge for Certain
Redemptions of Class A Shares Purchased at Net Asset Value under
Redemption and Exchange. Total return reflects the expense limitations
referenced under Summary of Expenses and Management of the Funds.

(4) Does not include contingent deferred sales charge which varies from 1% -
4% depending upon the holding period for Class B Shares and 1% for Class
C Shares. Total return reflects the expense limitations referenced under
Summary of Expenses and Management of the Funds.

(5) The year ended November 30, 1996 per share information was based on the
average share outstanding method.
<PAGE> 20

<TABLE>
<CAPTION>
GLOBAL ASSETS FUND GLOBAL ASSETS FUND
CLASS A SHARES CLASS B SHARES
-------------- --------------
PERIOD PERIOD
YEAR 12/27/94(1) YEAR 12/27/94(1)
ENDED THROUGH ENDED THROUGH
11/30/96 11/30/95 11/30/96 11/30/95

<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period................ $11.900 $10.000 $11.880 $10.000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................... 0.493 0.301 0.379 0.212
Net Gains (Losses) on Securities
(both realized and unrealized)................ 1.572 1.839 1.606 1.848
------- ------- ------- -------
Total From Investment Operations........... 2.065 2.140 1.985 2.060
------- ------- ------- -------

LESS DISTRIBUTIONS
Dividends from Net Investment Income................ (0.385) (0.240) (0.295) (0.180)
Distributions from Capital Gains.................... (0.270) none (0.270) none
Returns of Capital.................................. none none none none
------- ------- ------- -------
Total Distributions........................ (0.655) (0.240) (0.565) (0.180)
------- ------- ------- -------

Net Asset Value, End of Period...................... $13.310 $11.900 $13.300 $11.880
======= ======= ======= =======

TOTAL RETURN........................................ 18.17%(3) 21.48%(3) 17.32%(4) 20.73%(4)
- ------------

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)........... $11,878 $3,122 $4,796 $613
Ratio of Expenses to Average Daily Net Assets....... 1.25% 1.25% 1.95% 1.95%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation................... 2.72% 7.55% 3.42% 8.25%
Ratio of Net Investment Income to
Average Daily Net Assets...................... 4.13% 4.75% 3.43% 4.05%
Ratio of Net Investment Income to Average Daily Net
Assets Prior to Expense Limitation............ 2.66% (1.55%) 1.96% (2.25%)
Portfolio Turnover Rate............................. 34% 57% 34% 57%
Average Commission Rate Paid........................ $0.0271 N/A $0.0271 N/A
</TABLE>

<TABLE>
<CAPTION>
GLOBAL ASSETS FUND
CLASS C SHARES
--------------

PERIOD
YEAR 11/29/95(2)
ENDED THROUGH
11/30/96 11/30/95

<S> <C> <C>
Net Asset Value, Beginning of Period................ $11.890 $11.940

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................... 0.446 none
Net Gains (Losses) on Securities
(both realized and unrealized)................ 1.534 (0.050)
------- -------
Total From Investment Operations........... 1.980 (0.050)
------- -------

LESS DISTRIBUTIONS
Dividends from Net Investment Income................ (0.350) none
Distributions from Capital Gains.................... (0.270) none
Returns of Capital.................................. none none
------- -------
Total Distributions........................ (0.620) none
------- -------

Net Asset Value, End of Period...................... $13.250 $11.890
======= =======

TOTAL RETURN........................................ 17.33%(4) (2)
- ------------

RATIOS/SUPPLEMENTAL DATA

Net Assets, End of Period (000's omitted)........... $1,185 $5
Ratio of Expenses to Average Daily Net Assets....... 1.95% (2)
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation................... 3.42% (2)
Ratio of Net Investment Income to
Average Daily Net Assets...................... 3.43% (2)
Ratio of Net Investment Income to Average Daily Net
Assets Prior to Expense Limitation............ 1.96% (2)
Portfolio Turnover Rate............................. 34% (2)
Average Commission Rate Paid........................ $0.0271 N/A
</TABLE>

- ---------------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.
(2) Date of initial public offering. The ratios of expenses and net
investment income to average daily net assets, total return and portfolio
turnover have been omitted as management believes that such ratios, total
return and portfolio turnover for this relatively short period are not
meaningful.
(3) Does not reflect maximum sales charge that is in effect, nor the 1%
Limited CDSC that would apply in the event of certain redemptions within
12 months of purchase. See Contingent Deferred Sales Charge for Certain
Redemptions of Class A Shares Purchased at Net Asset Value under
Redemption and Exchange. Total return reflects the expense limitations
referenced under Summary of Expenses and Management of the Funds.
(4) Does not include contingent deferred sales charge which varies from 1% -
4% depending upon the holding period for Class B Shares and 1% for Class
C Shares. Total return reflects the expense limitations referenced under
Summary of Expenses and Management of the Funds.

<PAGE> 21

INVESTMENT OBJECTIVES AND STRATEGIES

SUITABILITY

Investors considering any of the Funds within Global Funds, Inc. should
have a long-term investment time frame.

The Funds cannot assure a specific rate of return or that principal
will be protected. The value of each Fund's shares can be expected to move up
and down depending on market conditions. Consequently, appreciation may be
obtained in periods of generally rising markets, while in declining markets the
value of each Fund's shares may decline.

Investments in foreign securities, whether equity or fixed-income,
involve special risks including those related to currency fluctuations, as well
as to political, economic and social situations different from and potentially
more volatile than those in the United States. In addition, the accounting, tax
and financial reporting standards of foreign countries are different from and
may be less reliable or comprehensive than those relating to U.S. securities
issuers. See Special Risk Considerations for a complete discussion of the risk
factors affecting any international investment. For these reasons, the Funds are
not suitable for short-term investors. However, through the cautious selection
and supervision of its portfolio, the Manager will strive to achieve each Fund's
objective.

Investors for whom each Fund is suitable are as set forth below:

INTERNATIONAL TREND FUND -- The Fund may be suitable for investors with
a long-term time horizon who are looking for long-term growth potential from a
portfolio of international securities. The Fund will invest primarily in equity
securities of small non-U.S. companies in established or emerging countries.
Investors should be willing to accept the risks associated with foreign
investing as well as with investments in growth-oriented or emerging issuers,
some of which may be speculative and subject the Fund to additional investment
risk.

GLOBAL BOND FUND -- The Fund may be suitable for investors with a
long-term time horizon who are looking for current income from a portfolio that
includes both U.S. and foreign fixed-income securities.

GLOBAL ASSETS FUND -- The Fund may be suitable for investors with a
long-term time horizon who are looking for long-term total return and would like
to pursue such a goal through a portfolio that includes both fixed-income and
equity securities from both the U.S. and foreign countries. This Fund may be
appropriate for investors who would prefer to have a professional portfolio
manager decide how best to allocate holdings among foreign and U.S.
securities.

EMERGING MARKETS FUND -- The Fund may be suitable for investors who are
seeking long-term growth for that portion of an investor's assets that have been
designated for aggressive investments. The Fund will invest primarily in the
securities of emerging markets which may offer high return potential but are
potentially more risky than investments in either the U.S. or established
foreign countries due, among other things, to less well-developed political and
economic systems.

* * *

Ownership of shares of each Fund reduces the bookkeeping and
administrative inconveniences that would be involved with direct purchases of
the securities held in each Fund's portfolio.

-11-

<PAGE> 22

Investors should not consider a purchase of shares of any of the Funds
as equivalent to a complete investment program. The Delaware Group includes a
family of funds, generally available through registered investment dealers,
which may be used together to create a more complete investment program.

INVESTMENT STRATEGY

INTERNATIONAL TREND FUND -- The investment objective of International
Trend Fund is to achieve long-term capital appreciation. This Fund seeks to
achieve its objective by investing primarily in equity securities of smaller
non-U.S. companies, which may include companies located or operating in
established or emerging countries. The Fund is an international fund. Under
normal circumstances, at least 65% of the Fund's assets will be invested in
equity securities of companies organized or having a majority of their assets in
or deriving a majority of their operating income in at least three different
countries outside of the United States. The current market capitalization of the
companies in which the Fund intends to invest primarily generally will be $1.5
billion or less (at the time of purchase).

The equity securities in which the Fund may invest include common
stocks, preferred stocks, rights or warrants to purchase common stocks and
securities convertible into common stocks. The Fund may also invest in foreign
companies through sponsored or unsponsored American Depositary Receipts,
European Depositary Receipts or Global Depositary Receipts ("Depositary
Receipts"), which are receipts typically issued by a bank or trust company
evidencing ownership of underlying securities issued by a foreign company. By
focusing on smaller, non-U.S. companies, the Fund seeks to identify equity
securities of emerging and other growth-oriented companies which in the opinion
of the Manager, are responsive to changes within their markets, and have the
fundamental characteristics to support growth. The Manager will seek to identify
changing and dominant trends within the relevant markets, and will purchase
securities of companies which it believes will benefit from these trends. In
addition, the Manager will consider the financial strength of the company, the
nature of its management, and any developments affecting the company or its
industry. The Manager may invest in smaller capitalization companies that may be
temporarily out of favor or whose value is not yet recognized by the market. See
Special Risk Considerations - Small Company Investment Risks.

While the Fund may purchase securities in any foreign country,
developed and underdeveloped, or emerging market countries, it is currently
anticipated that the countries in which the Fund may invest will include, but
not be limited to, Canada, Germany, the United Kingdom, France, the Netherlands,
Belgium, Spain, Switzerland, Japan, Australia, Hong Kong and Singapore/Malaysia
as well as Indonesia, Korea, the Philippines, Taiwan and Thailand. With respect
to certain countries, investments by an investment company may only be made
through investments in closed-end investment companies that in turn are
authorized to invest in the securities of such countries. See Investment Company
Securities under Other Investment Policies and Risk Considerations.

In selecting investments for the Fund, the Manager will employ a
dividend discount analysis across country boundaries and will also use a
purchasing power parity approach to identify currencies and markets that are
overvalued or undervalued relative to the U.S. dollar. The Manager uses the
dividend discount analysis to compare the value of different investments. Using
this technique, the Manager looks at future anticipated dividends and discounts
the value of those dividends back to what they would be worth if they were being
paid today. With a purchasing parity approach, the Manager attempts to identify
the amount of goods and services that a dollar will buy in the United States and
compare that to the amount of a foreign currency required to buy the same amount
of goods and services in another country. Eventually, currencies should trade at
levels that should make it possible for the dollar to buy the same amount of
goods and services overseas as in the United States. When the dollar buys less,
the foreign currency may be considered to be overvalued. When the dollar buys
more, the currency may be considered to be undervalued.

-12-

<PAGE> 23

The Fund may invest in both open-end and listed or unlisted closed-end
investment companies, as well as unregistered investment companies. See
Investment Company Securities under Other Investment Policies and Risk
Considerations. The Fund may also invest in convertible preferred stocks that
offer enhanced yield features, such as Preferred Equity Redemption Cumulative
Stock, and certain other non-traditional equity securities.

The Fund may invest up to 15% of its net assets in fixed-income
securities issued by emerging country companies, and foreign governments, their
agencies, instrumentalities or political subdivisions, all of which may be high
yield, high risk fixed-income securities rated lower than BBB by S&P and Baa by
Moody's or, if unrated, are considered by the Manager to be of equivalent
quality and which present special investment risks. The Fund may also invest in
Brady Bonds. See High Yield, High Risk Securities and Special Risk
Considerations.

For temporary defensive purposes, the Fund may invest all or a
substantial portion of its assets in high quality debt instruments issued by
foreign governments, their agencies, instrumentalities or political
subdivisions, the U.S. government, its agencies or instrumentalities (and which
are backed by the full faith and credit of the U.S. government), or issued by
foreign or U.S. companies. For example, the Fund may invest in U.S. fixed-income
markets when the Manager believes that the global equity markets are excessively
volatile or overvalued so that the Fund's objective cannot be achieved in such
markets. Any corporate debt obligations will be rated AA or better by Standard &
Poor's Ratings Group ("S&P"), or Aa or better by Moody's Investors Service, Inc.
("Moody's"), or if unrated, will be determined to be of comparable quality by
the Manager. The Fund may also invest in the securities listed above pending
investment of proceeds from new sales of Fund shares and to maintain sufficient
cash to meet redemption requests.

GLOBAL BOND FUND -- The objective of Global Bond Fund is to achieve
current income consistent with the preservation of investors' principal. The
Fund seeks to achieve this objective by investing primarily in fixed-income
securities that may also provide the potential for capital appreciation. The
Fund is a global fund. Under normal circumstances, at least 65% of the Fund's
assets will be invested in the fixed-income securities of issuers organized or
having a majority of their assets in or deriving a majority of their operating
income in at least three different countries, one of which may be the United
States.

The fixed-income securities in which the Fund may invest include
foreign and U.S. government securities and debt obligations of foreign and U.S.
companies which are generally rated A or better by S&P or Moody's, or if
unrated, are deemed to be of comparable quality by the Manager. Generally, the
value of fixed-income securities moves inversely to the movement of market
interest rates. The value of the Fund's portfolio securities and, thus, an
investor's shares will be affected by changes in such rates. It is anticipated
that the average weighted maturity of the portfolio will be in the five-to-ten
year range. If, however, the Manager anticipates a declining interest rate
environment, the average weighted maturity may be extended past ten years.
Conversely, if the Manager anticipates a rising rate environment, the average
weighted maturity may be shortened to less than five years.

The Fund may also invest in zero coupon bonds and in the debt
securities of supranational entities denominated in any currency. Zero coupon
bonds are debt obligations which do not entitle the holder to any periodic
payments of interest prior to maturity or a specified date when the securities
begin paying current interest, and therefore are issued and traded at a discount
from their face amounts or par value. (See Special Risk Considerations.) A
supranational entity is an entity established or financially supported by the
national governments of one or more countries to promote reconstruction or
development. Examples of supranational entities include, among others, the
International Bank for Reconstruction and Development (more commonly known as
the World Bank), the European Economic Community, the European Coal and Steel
Community, the European Investment Bank, the Inter-

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<PAGE> 24

Development Bank, the Export-Import Bank and the Asian Development Bank. For
increased safety, the Fund currently anticipates that a large percentage of its
assets will be invested in securities of supranational entities, and in U.S. and
foreign government securities.

With respect to U.S. government securities, the Fund may invest only in
securities issued or guaranteed as to the payment of principal and interest by
the U.S. government, and those of its agencies or instrumentalities which are
backed by the full faith and credit of the United States. Direct obligations of
the U.S. government which are available for purchase by the Fund include bills,
notes, bonds and other debt securities issued by the U.S. Treasury. These
obligations differ mainly in interest rates, maturities and dates of issuance.
Agencies whose obligations are backed by the full faith and credit of the United
States include the Farmers Home Administration, Federal Financing Bank and
others. With respect to securities issued by foreign governments, their
agencies, instrumentalities or political subdivisions, the Fund will generally
invest in such securities if they have been rated AAA or AA by S&P or Aaa or Aa
by Moody's or, if unrated, have been determined by the Manager to be of
comparable quality.

From time to time, the Fund may find opportunities to pursue its
objective outside of the fixed-income markets, but in no event will such
investments exceed 5% of the Fund's net assets.

GLOBAL ASSETS FUND -- The objective of Global Assets Fund is to achieve
long-term total return for investors. The Fund seeks to achieve this objective
by investing in securities which, in the Manager's or Sub-Adviser's opinion,
will provide higher current income than a portfolio comprised exclusively of
equity securities, along with the potential for capital growth. The Fund is a
global fund. Under normal circumstances, at least 65% of the Fund's assets will
be invested in the securities of issuers organized or having a majority of their
assets in or deriving a majority of their operating income in at least three
different countries, one of which may be the United States.

The Fund will attempt to achieve its objective by investing in a broad
range of equity and fixed-income securities. In selecting securities investments
for the Fund, the Manager will consider an issuer's competitive position, cost
structure and liquidity. Equity securities in which the Fund may invest include
convertible securities, common stocks, preferred stocks and warrants issued in
foreign countries or in the United States. In selecting equity securities in
which the Fund may invest, the Manager will use a dividend discount analysis and
a purchasing power parity approach.

Generally, the Fund may invest in fixed-income securities, including
both foreign and U.S. government securities and debt obligations of foreign and
U.S. companies. With respect to U.S. government securities, the Fund may invest
only in securities identified in Investment Strategy--Global Bond Fund. With
respect to corporate debt obligations, the Fund may invest in securities which
are investment grade as determined by any nationally-recognized statistical
rating organization, such as those rated BBB or better by S&P, or Baa or better
by Moody's, or if unrated, are determined to be of comparable quality by the
Manager. Debt obligations rated BBB and Baa have speculative characteristics.
The Fund may also invest up to 15% of its net assets in high yield, high risk
U.S. fixed-income securities. These securities are rated lower than BBB by S&P
and Baa by Moody's or, if unrated, are considered by the Manager or Sub-Adviser
to be of equivalent quality, and present special investment risks. See High
Yield, High Risk Securities and Special Risk Considerations.

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<PAGE> 25

It is anticipated that a portion of the Fund's assets may be invested
in warrants. Warrants permit the Manager to establish an equity position in
selected securities by committing a lower proportion of the portfolio to
equities. The Manager's intention is to invest the difference between the cost
of the warrant and the equivalent equity security in high quality debt
instruments. The Fund may, at any given time, be fully invested in either the
equity or fixed-income markets, depending upon investment opportunities
available in each.

The Fund may invest in zero coupon bonds and in the debt securities of
supranational entities denominated in any currency. See Investment
Strategy--Global Bond Fund.

The Fund may also invest in Depositary Receipts. While the Fund may
purchase securities of issuers in any foreign country, developed and
underdeveloped, or emerging market countries, it is currently anticipated that
the countries in which the Fund may invest, in addition to the United States,
will include, but not be limited to, the nations identified in Investment
Strategy--International Trend Fund, as well as Hong Kong, Singapore/Malaysia,
Indonesia, Korea, Malaysia, the Philippines, Taiwan and Thailand. With respect
to certain countries in which the Fund may invest, namely Korea and Taiwan,
investments by an investment company may only be made through investments in
closed-end investment companies. See Investment Company Securities under Other
Investment Policies and Risk Considerations.

EMERGING MARKETS FUND -- The objective of Emerging Markets Fund is to
achieve long-term capital appreciation. The Fund seeks to achieve this objective
by investing primarily in equity securities of issuers located or operating in
emerging countries. The Fund is an international fund. Under normal
circumstances, at least 65% of the Fund's assets will be invested in equity
securities of issuers organized or having a majority of their assets or deriving
a majority of their operating income in at least three different countries which
are considered to be emerging or developing. The Fund will attempt to achieve
its objective by investing in a broad range of equity securities, including
common stocks, preferred stocks, convertible securities and warrants issued by
companies located or operating in emerging countries.

The Fund considers an "emerging country" to be any country which is
generally recognized to be an emerging or developing country by the
international financial community, including the World Bank and the
International Finance Corporation, as well as countries that are classified by
the United Nations or otherwise regarded by their authorities as developing. In
addition, any country that is included in the IFC Free Index or MSCI EMF Index
will be considered to be an "emerging country." As of the date of this
Prospectus, there are more than 130 countries which, in the Manager's judgment,
are generally considered to be emerging or developing countries by the
international financial community, approximately 40 of which currently have
stock markets. Within this group of developing or emerging countries are
included almost every nation in the world, except the United States, Canada,
Japan, Australia, New Zealand and most nations located in Western and Northern
Europe.

Currently, investing in many emerging countries is not feasible, or
may, in the Manager's opinion, involve unacceptable political risks. The Fund
will focus its investments in those emerging countries where the Manager
considers the economies to be developing strongly and where the markets are
becoming more sophisticated. The Manager believes that investment opportunities
may result from an evolving long-term international trend favoring more
market-oriented economies, a trend that may particularly benefit certain
countries having developing markets. This trend may be facilitated by local or
international political, economic or financial developments that could benefit
the capital markets in such countries.

In considering possible emerging countries in which the Fund may
invest, the Manager will place particular emphasis on certain factors, such as
economic conditions (including growth trends, inflation rates and trade
balances),

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<PAGE> 26

regulatory and currency controls, accounting standards and political and social
conditions. It is currently anticipated that the countries in which the Fund may
invest will include, but not be limited to, Argentina, Botswana, Brazil, Chile,
China, Columbia, Greece, Hong Kong, Hungary, India, Indonesia, Jamaica, Jordan,
Kenya, Korea, Malaysia, Mexico, Nigeria, Pakistan, Peru, the Philippines,
Poland, Portugal, Russia, South Africa, Sri Lanka, Taiwan, Thailand, Turkey,
Venezuela and Zimbabwe. As markets in other emerging countries develop, the
Manager expects to expand and further diversify the countries in which the Fund
invests.

Although not an exclusive list of criteria to be considered by the
Manager, an emerging country equity security is one issued by a company that, in
the opinion of the Manager, exhibits one or more of the following
characteristics: (i) its principal securities trading market is an emerging
country, as defined above; (ii) while traded in any market, alone or on a
consolidated basis, the company derives 50% or more of its annual revenues from
either goods produced, sales made or services performed in emerging countries;
or (iii) it is organized under the laws of, and has a principal office in, an
emerging country. Determinations as to eligibility will be made by the Manager
based on publicly available information and inquiries made of the companies.

The Fund may invest in Depositary Receipts, and in both open-end and,
listed or unlisted, closed-end investment companies, as well as unregistered
investment companies. See Investment Company Securities under Other Investment
Policies and Risk Considerations. The Fund may also invest in convertible
preferred stocks that offer enhanced yield features, such as Preferred Equity
Redemption Cumulative Stock, and certain other non-traditional equity
securities.

The Fund may invest up to 35% of its net assets in the type of high
yield, high risk fixed-income securities described with respect to International
Trend Fund, and may also invest in Brady Bonds and zero coupon securities. See
High Yield, High Risk Securities and Special Risk Considerations. For temporary
defensive purposes, the Fund may invest all or a substantial portion of its
assets in the same high quality debt instruments in which International Trend
Fund may invest. See Investment Objectives and Strategies-International Fund.

RESTRICTED AND ILLIQUID SECURITIES

Each Fund may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933 (the "1933 Act"). Rule 144A
permits many privately placed and legally restricted securities to be freely
traded among certain institutional buyers, such as the Funds. See Rule 144A
Securities under Other Investment Policies and Risk Considerations.
International Trend Fund and Emerging Markets Fund may invest up to 15% of the
value of their net assets in illiquid securities, which are securities which may
not be disposed of within seven days at the price at which they are carried on
the Fund's books, while Global Assets Fund and Global Bond Fund may invest no
more than 10% of their net assets in such securities.

HIGH YIELD, HIGH RISK SECURITIES

International Trend Fund may invest up to 15% of its net assets, and
Emerging Markets Fund may invest up to 35% of its net assets, in high yield,
high risk foreign fixed-income securities, including so-called Brady Bonds. See
Foreign Government Securities Risks under Special Risk Considerations. Global
Assets Fund may invest up to 15% of its net assets in high yield, high risk U.S.
fixed-income securities (commonly known as junk bonds). In the past, in the
opinion of Delaware International and Delaware, the high yields from these bonds
have more than compensated for their higher default rates. There can be no
assurance, however, that yields will continue to offset default rates on these
bonds in the future. Delaware International and Delaware intend to maintain an
adequately diversified portfolio of these bonds. While diversification can help
to reduce the effect of an individual

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<PAGE> 27

default on the Funds, there can be no assurance that diversification will
protect the Funds from widespread bond defaults brought about by a sustained
economic downturn.

Medium- and low-grade bonds held by the Funds may be issued as a
consequence of corporate restructurings, such as leveraged buy-outs, mergers,
acquisitions, debt recapitalizations or similar events. Also these bonds are
often issued by smaller, less creditworthy companies or by highly leveraged
(indebted) firms, which are generally less able than more financially stable
firms to make scheduled payments of interest and principal. The risks posed by
bonds issued under such circumstances are substantial.

The economy and interest rates may affect these high yield, high risk
securities differently from other securities. Prices have been found to be less
sensitive to interest rate changes than higher rated investments, but more
sensitive to adverse economic changes or individual corporate developments.
Also, during an economic downturn or a substantial period of rising interest
rates, highly leveraged issuers may experience financial stress which would
adversely affect their ability to service principal and interest payment
obligations, to meet projected business goals and to obtain additional
financing. Changes by recognized rating agencies in their rating of any security
and in the ability of an issuer to make payments of interest and principal will
also ordinarily have a more dramatic effect on the values of these investments
than on the values of higher-rated securities. Such changes in value will not
affect cash income derived from these securities, unless the issuers fail to pay
interest or dividends when due. Such changes will, however, affect a Fund's net
asset value per share.

* * *

Each Fund may invest in securities issued in any currency and may hold
foreign currency. Securities of issuers within a given country may be
denominated in the currency of another country or in multinational currency
units such as the European Currency Unit ("ECU"). For purposes of the 1940 Act,
International Trend Fund will operate as a diversified fund, and Global Bond
Fund, Global Assets Fund and Emerging Markets Fund will each operate as a
nondiversified fund. No Fund will concentrate its investments in any particular
industry, which means that no Fund will invest 25% or more of its total assets
in any one industry.

Each Fund's investment objective, Global Funds, Inc.'s designation as
an open-end investment company, International Trend Fund's designation as a
diversified fund, Global Bond, Global Assets and Emerging Markets Funds'
designations as nondiversified funds, and each of the Funds' policies concerning
portfolio lending, borrowing and concentration are "fundamental" and may not be
changed unless authorized by the vote of a majority of that Fund's outstanding
voting securities. A vote of a "majority of the outstanding voting securities"
is the vote by the holders of the lesser of a) 67% or more of a Fund's voting
securities present in person or represented by proxy if the holders of more than
50% of the outstanding voting securities of such Fund are present or represented
by proxy; or b) more than 50% of the outstanding voting securities. Part B lists
other more specific investment restrictions of the Funds which may not be
changed without a majority shareholder vote. A brief discussion of those factors
that materially affected the Funds' performance during its most recently
completed fiscal year (except International Trend Fund, which had not commenced
operations) appears in Global Funds Inc.'s Annual Report.

The investment policies of the Funds not identified above as
"fundamental" may be changed by the Board of Directors of Global Funds, Inc.
without a shareholder vote. See Special Risk Considerations and Other Investment
Policies and Risk Considerations.

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<PAGE> 28

SPECIAL RISK CONSIDERATIONS

Shareholders should understand that all investments involve risk and
there can be no guarantee against loss resulting from an investment in a Fund,
nor can there be any assurance that the Fund's investment objective will be
attained.

Foreign Securities Risks. Each Fund has the right to purchase
securities in any developed, underdeveloped or emerging country. Investors
should consider carefully the substantial risks involved in investing in
securities issued by companies and governments of foreign nations. These risks
are in addition to the usual risks inherent in domestic investments. There is
the possibility of expropriation, nationalization or confiscatory taxation,
taxation of income earned in foreign nations or other taxes imposed with respect
to investments in foreign nations, foreign exchange control (which may include
suspension of the ability to transfer currency from a given country), default in
foreign government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.

In addition, in many countries, there is substantially less publicly
available information about issuers than is available in reports about companies
in the United States. Foreign companies are not subject to uniform accounting,
auditing and financial reporting standards, and auditing practices and
requirements may not be comparable to those applicable to United States
companies. In particular, the assets and profits appearing on the financial
statements of a developing or emerging country issuer may not reflect its
financial position or results of operations in the way they would be reflected
had the financial statements been prepared in accordance with United States
generally accepted accounting principles. Also, for an issuer that keeps
accounting records in local currency, inflation accounting rules may require for
both tax and accounting purposes, that certain assets and liabilities be
restated on the issuer's balance sheet in order to express items in terms of
currency or constant purchasing power. Inflation accounting may indirectly
generate losses or profits. Consequently, financial data may be materially
affected by restatements for inflation and may not accurately reflect the real
condition of those issuers and securities markets.

Further, a Fund may encounter difficulty or be unable to pursue legal
remedies and obtain judgments in foreign courts. Commission rates on securities
transactions in foreign countries, which are sometimes fixed rather than subject
to negotiation as in the United States, are likely to be higher. Further, the
settlement period of securities transactions in foreign markets may be longer
than in domestic markets, and may be subject to administrative uncertainties. In
many foreign countries, there is less government supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies
than in the United States, and capital requirements for brokerage firms are
generally lower. The foreign securities markets of many of the countries in
which a Fund may invest may also be smaller, less liquid and subject to greater
price volatility than those in the United States.

Emerging Markets Securities Risks. Compared to the United States and
other developed countries, emerging countries may have volatile social
conditions, relatively unstable governments and political systems, economies
based on only a few industries and economic structures that are less diverse and
mature, and securities markets that trade a small number of securities, which
can result in a low or nonexistent volume of trading. Prices in these securities
markets tend to be volatile and, in the past, securities in these countries have
offered greater potential for gain (as well as loss) than securities of
companies located in developed countries. Until recently, there has been an
absence of a capital market structure or market-oriented economy in certain
emerging countries. Further, investments and opportunities for investments by
foreign investors are subject to a variety of national policies and restrictions
in many emerging countries. These restrictions may take the form of prior
governmental approval, limits on the amount or type of securities held by
foreigners, limits on the types of companies in which foreigners may invest and
prohibitions on foreign investments in issuers or industries deemed sensitive to
national interests. Additional restrictions may be

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<PAGE> 29

imposed at any time by these or other countries in which a Fund invests. Also,
the repatriation of both investment income and capital from several foreign
countries is restricted and controlled under certain regulations, including, in
some cases, the need for certain governmental consents. Although these
restrictions may in the future make it undesirable to invest in emerging
countries, the Manager does not believe that any current repatriation
restrictions would affect its decision to invest in such countries. Countries
such as those in which a Fund may invest, and in which Emerging Markets Fund
will primarily invest, have historically experienced and may continue to
experience, substantial, and in some periods extremely high rates of inflation
for many years, high interest rates, exchange rate fluctuations or currency
depreciation, large amounts of external debt, balance of payments and trade
difficulties and extreme poverty and unemployment. Other factors which may
influence the ability or willingness to service debt include, but are not
limited to, a country's cash flow situation, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of its debt
service burden to the economy as a whole, its government's policy towards the
International Monetary Fund, the World Bank and other international agencies and
the political constraints to which a government debtor may be subject.

Foreign Government Securities Risks. With respect to investment in debt
issues of foreign governments, the ability of a foreign government or
government-related issuer to make timely and ultimate payments on its external
debt obligations will also be strongly influenced by the issuer's balance of
payments, including export performance, its access to international credits and
investments, fluctuations in interest rates and the extent of its foreign
reserves. A country whose exports are concentrated in a few commodities or whose
economy depends on certain strategic imports could be vulnerable to fluctuations
in international prices of these commodities or imports. To the extent that a
country receives payment for its exports in currencies other than dollars, its
ability to make debt payments denominated in dollars could be adversely
affected. If a foreign government or government-related issuer cannot generate
sufficient earnings from foreign trade to service its external debt, it may need
to depend on continuing loans and aid from foreign governments, commercial banks
and multilateral organizations, and inflows of foreign investment. The
commitment on the part of these foreign governments, multilateral organizations
and others to make such disbursements may be conditioned on the government's
implementation of economic reforms and/or economic performance and the timely
service of its obligations. Failure to implement such reforms, achieve such
levels of economic performance or repay principal or interest when due may
curtail the willingness of such third parties to lend funds, which may further
impair the issuer's ability or willingness to service its debts in a timely
manner. The cost of servicing external debt will also generally be adversely
affected by rising international interest rates because many external debt
obligations bear interest at rates which are adjusted based upon international
interest rates. The ability to service external debt will also depend on the
level of the relevant government's international currency reserves and its
access to foreign exchange. Currency devaluations may affect the ability of a
government issuer to obtain sufficient foreign exchange to service its external
debt.

As a result of the foregoing, a foreign governmental issuer may default
on its obligations. If such a default occurs, a Fund may have limited effective
legal recourse against the issuer and/or guarantor. Remedies must, in some
cases, be pursued in the courts of the defaulting party itself, and the ability
of the holder of foreign government and government-related debt securities to
obtain recourse may be subject to the political climate in the relevant country.
In addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of other foreign government and
government-related debt obligations in the event of default under their
commercial bank loan agreements.

Among the foreign government and government related issuers in which
the Emerging Markets Fund and the International Trend Fund may invest are
certain high-yield securities, including so-called Brady Bonds. Brady Bonds are
debt securities issued under the framework of the Brady Plan, an initiative
announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a
mechanism for debtor nations to restructure

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<PAGE> 30

their outstanding external indebtedness (generally, commercial bank debt). In
restructuring its external debt under the Brady Plan framework, a debtor nation
negotiates with its existing bank lenders as well as multilateral institutions
such as the World Bank and the International Monetary Fund. The Brady Plan
framework, as it has developed, contemplates the exchange of commercial bank
debt for new issued bonds (Brady Bonds). The investment advisers believe that
economic reforms undertaken by countries in connection with the issuance of
Brady Bonds make the debt of countries which have issued or have announced plans
to issue Brady Bonds an attractive opportunity for investment. Investors,
however, should recognize that the Brady Plan only sets forth general guiding
principles for economic reform and debt reduction, emphasizing that solutions
must be negotiated on a case-by-case basis between debtor nations and their
creditors. In addition, Brady Bonds have been issued only recently and,
accordingly, do not have a long payment history.

The issuers of the foreign government and government-related high yield
securities, including Brady Bonds, in which the Emerging Markets Fund and the
International Trend Fund expect to invest have in the past experienced
substantial difficulties in servicing their external debt obligations, which
have led to defaults on certain obligations and the restructuring of certain
indebtedness. Restructuring arrangements have included, among other things,
reducing and rescheduling interest and principal payments by negotiating new or
amended credit agreements or converting outstanding principal and unpaid
interest to Brady Bonds, and obtaining new credit to finance interest payments.
Holders of certain foreign government and government-related high yield
securities may be requested to participate in the restructuring of such
obligations and to extend further loans to their issuers. There can be no
assurance that the Brady Bonds and other foreign government and
government-related high yield securities in which the Emerging Markets Fund and
the International Trend Fund may invest will not be subject to similar defaults
or restructuring arrangements which may adversely affect the value of such
investments. Furthermore, certain participants in the secondary market for such
debt may be directly involved in negotiating the terms of these arrangements and
may therefore have access to information not available to other market
participants.

Small Company Investment Risks. Investments in common stocks in general
are subject to market, economic and business risks that will cause their price
to fluctuate over time. The securities of companies with smaller revenues and
capitalizations in which the International Trend Fund may invest may offer
greater opportunity for capital appreciation than larger companies, but
investment in such companies presents greater risks than securities of larger,
more established companies. Historically, smaller capitalization stocks have
been more volatile in price than larger capitalization stocks. Among the reasons
for the greater price volatility of these securities are the lower degree of
liquidity in the markets for such stocks, and the potentially greater
sensitivity of such small companies to changes in or failure of management, and
in many other changes in competitive, business, industry and economic
conditions, including risks associated with limited production, markets,
management depth, or financial resources. Investors should therefore expect that
the value of International Trend Fund's shares will be more volatile than the
shares of a fund that invests in larger capitalization stocks.

Risks Related to Additional Investment Techniques. With respect to
forward foreign currency contracts, the precise matching of forward contract
amounts and the value of the securities involved is generally not possible since
the future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
date the forward contract is entered into and the date it matures. The
projection of short-term currency strategy is highly uncertain.

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<PAGE> 31

It is impossible to forecast the market value of portfolio securities
at the expiration of the contract. Accordingly, it may be necessary for a Fund
to purchase additional foreign currency on the spot market (and bear the expense
of such purchase) if the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver (and if a decision is made to
sell the security and make delivery of the foreign currency). Conversely, it may
be necessary to sell on the spot market some of the foreign currency received
upon the sale of the portfolio security if its market value exceeds the amount
of foreign currency the Fund is obligated to deliver.

International Trend Fund may invest up to 15% of its net assets, and
Emerging Markets Fund may invest up to 35% of its net assets, in high yield,
high risk foreign fixed-income securities. Global Assets Fund may invest up to
15% of its net assets in high yield, high risk U.S. fixed-income securities.
These securities are rated lower than BBB by S&P and Baa by Moody's or, if
unrated, are considered by Delaware International or Delaware, in the case of
Global Assets Fund, to be of equivalent quality. See Investment Objectives and
Strategies--International Trend Fund, Global Assets Fund and Emerging Markets
Fund and High Yield, High Risk Securities. No Fund will purchase securities
rated lower than C by S&P or Ca by Moody's, or, if unrated, considered to be of
an equivalent quality to such ratings by Delaware International or Delaware. See
Appendix C - Ratings to this Prospectus for more rating information.
Fixed-income securities of this type are considered to be of poor standing and
predominantly speculative. Such securities are subject to a substantial degree
of credit risk.

For additional information about each Fund's investment policies and
certain risks associated with investments in certain types of securities
including purchasing put and call options, futures contracts and options
thereon, and options on foreign currencies, see Other Investment Policies and
Risk Considerations.

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THE DELAWARE DIFFERENCE

PLANS AND SERVICES

The Delaware Difference is our commitment to provide you with superior
information and quality service on your investments in the Delaware Group of
funds.

SHAREHOLDER PHONE DIRECTORY

INVESTOR INFORMATION CENTER
800-523-4640

FUND INFORMATION; LITERATURE; PRICE; YIELD AND PERFORMANCE
FIGURES

SHAREHOLDER SERVICE CENTER
800-523-1918

INFORMATION ON EXISTING REGULAR INVESTMENT ACCOUNTS AND
RETIREMENT PLAN ACCOUNTS; WIRE INVESTMENTS; WIRE LIQUIDATIONS;
TELEPHONE LIQUIDATIONS AND TELEPHONE EXCHANGES

DELAPHONE
800-362-FUND
(800-362-3863)

PERFORMANCE INFORMATION

You can call the Investor Information Center at any time for current
performance information. Total return information may also be included in
advertisements and information given to shareholders.

SHAREHOLDER SERVICES

During business hours, you can call the Delaware Group's Shareholder
Service Center. Our representatives can answer any questions about your account,
the Funds, various service features and other funds in the Delaware Group.

DELAPHONE SERVICE

Delaphone is an account inquiry service for investors with
Touch-Tone(R) phone service. It enables you to get information on your account
faster than the mailed statements and confirmations. Delaphone also provides
current performance information on the Funds, as well as other funds in the
Delaware Group. Delaphone is available seven days a week, 24 hours a day.

STATEMENTS AND CONFIRMATIONS

You will receive quarterly statements of your account summarizing all
transactions during the period. A confirmation statement will be sent following
all transactions other than those involving a reinvestment of dividends. You
should examine statements and confirmations immediately and promptly report any
discrepancy by calling the Shareholder Service Center.

DUPLICATE CONFIRMATIONS

If your financial adviser or investment dealer is noted on your
investment application, we will send a duplicate confirmation to him or her.
This makes it easier for your adviser to help you manage your investments.

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<PAGE> 33

TAX INFORMATION

Each year, Global Funds, Inc. will mail to you information on the tax
status of your dividends and distributions.

DIVIDEND PAYMENTS

Dividends, capital gains and other distributions are automatically
reinvested in your account, unless you elect to receive them in cash. You may
also elect to have the dividends earned in one fund automatically invested in
another Delaware Group fund with a different investment objective, subject to
certain exceptions and limitations.

For more information, see Additional Methods of Adding to Your
Investment - Dividend Reinvestment Plan under How to Buy Shares or call the
Shareholder Service Center.

MONEYLINE DIRECT DEPOSIT SERVICE

If you elect to have your dividends and distributions paid in cash and
such dividends and distributions are in an amount of $25 or more, you may choose
the MoneyLine Direct Deposit Service and have such payments transferred from
your Fund account to your predesignated bank account. See Dividends and
Distributions. In addition, you may elect to have your Systematic Withdrawal
Plan payments transferred from your Fund account to your predesignated bank
account through this service. See Systematic Withdrawal Plans under Redemption
and Exchange. Your funds will normally be credited to your bank account two
business days after the payment date. There are no fees for this service. You
can initiate the MoneyLine Direct Deposit Service by completing an Authorization
Agreement. If the name and address on your designated bank account are not
identical to the name and address on your Fund account, you must have your
signature guaranteed. The MoneyLine Direct Deposit Service is not available for
certain retirement plans.

RIGHT OF ACCUMULATION

With respect to Class A Shares, the Right of Accumulation feature
allows you to combine the value of your current holdings of Class A Shares,
Class B Shares and Class C Shares of a Fund with the dollar amount of new
purchases of Class A Shares of a Fund to qualify for a reduced front-end sales
charge on such purchases of Class A Shares. Under the COMBINED PURCHASES
PRIVILEGE, you may also include certain shares that you own in other funds in
the Delaware Group. See Classes of Shares.

LETTER OF INTENTION

The Letter of Intention feature permits you to obtain a reduced
front-end sales charge on purchases of Class A Shares by aggregating certain of
your purchases of Delaware Group fund shares over a 13-month period. See Classes
of Shares and Part B.

12-MONTH REINVESTMENT PRIVILEGE

The 12-Month Reinvestment Privilege permits you to reinvest proceeds
from a redemption of Class A Shares, within one year of the date of the
redemption, without paying a front-end sales charge. See Part B.

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<PAGE> 34

EXCHANGE PRIVILEGE

The Exchange Privilege permits you to exchange all or part of your
shares into shares of other mutual funds in the Delaware Group, subject to
certain exceptions and limitations. For additional information on exchanges, see
Investing by Exchange under How to Buy Shares and Redemption and Exchange.

WEALTH BUILDER OPTION

You may elect to invest in the Funds through regular liquidations of
shares in your accounts in other funds in the Delaware Group. Investments under
this feature are exchanges and are therefore subject to the same conditions and
limitations as other exchanges of Fund shares. See Additional Methods of Adding
to Your Investment - Wealth Builder Option and Investing by Exchange under How
to Buy Shares and Redemption and Exchange.

DELAWARE GROUP ASSET PLANNER

Delaware Group Asset Planner is an asset allocation service that gives
you, when working with a professional financial adviser, the ability to more
easily design and maintain investments in a diversified selection of Delaware
Group mutual funds. The Asset Planner service offers a choice of four
predesigned allocation strategies (each with a different risk/reward profile)
made up of separate investments in predetermined percentages of Delaware Group
funds. With the guidance of a financial adviser, you may also tailor an
allocation strategy that meets your personal needs and goals. See How to Buy
Shares.

FINANCIAL INFORMATION ABOUT THE FUNDS

Each fiscal year, you will receive an audited annual report and an
unaudited semi-annual report. These reports provide detailed information about
each Fund's investments and performance. Global Funds, Inc.'s fiscal year ends
on November 30.

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<PAGE> 35

RETIREMENT PLANNING

An investment in a Fund may be suitable for tax-deferred retirement
plans. Among the retirement plans noted below, Class B Shares are available for
investment only by Individual Retirement Accounts, Simplified Employee Pension
Plans, 457 Deferred Compensation Plans and 403(b)(7) Deferred Compensation
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.
For additional information on any of the plans and Delaware's retirement
services, call the Shareholder Service Center or see Part B.

INDIVIDUAL RETIREMENT ACCOUNT ("IRA")

Individuals, even if they participate in an employer-sponsored
retirement plan, may establish their own retirement program for investments in
each of the Classes. Contributions to an IRA may be tax-deductible and earnings
are tax-deferred. The tax deductibility of IRA contributions is restricted, and
in some cases eliminated, for individuals who participate in certain
employer-sponsored retirement plans and whose annual income exceeds certain
limits. Existing IRAs and future contributions up to the IRA maximums, whether
deductible or not, still earn on a tax-deferred basis.

SIMPLIFIED EMPLOYEE PENSION PLAN ("SEP/IRA")

A SEP/IRA may be established by an employer who wishes to sponsor a
tax-sheltered retirement program by making contributions on behalf of all
eligible employees. Each of the Classes is available for investment by a
SEP/IRA.

SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION PLAN ("SAR/SEP")

New SAR/SEP plans may not be established after December 31, 1996.
Employers must have no more than 25 employees to maintain an existing SEP/IRA
that permits salary deferral contributions. An employer may also elect to make
additional contributions to this plan. Class B Shares are not available for
purchase by such plans.

403(B)(7) DEFERRED COMPENSATION PLAN

Permits employees of public school systems or of certain types of
non-profit organizations to enter into a deferred compensation arrangement for
the purchase of shares of each of the Classes.

457 DEFERRED COMPENSATION PLAN

Permits employees of state and local governments and certain other
entities to enter into a deferred compensation arrangement for the purchase of
shares of each of the Classes.

PROTOTYPE PROFIT SHARING OR MONEY PURCHASE PENSION PLAN

Offers self-employed individuals, partnerships and corporations a
tax-qualified plan which provides for the investment of contributions in Class A
Shares or Class C Shares. Class B Shares are not available for purchase by such
plans.

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<PAGE> 36

PROTOTYPE 401(k) DEFINED CONTRIBUTION PLAN

Permits employers to establish a tax-qualified plan based on salary
deferral contributions for investment in Class A Shares or Class C Shares. Class
B Shares are not available for purchase by such plans.

ALLIED PLANS

Class A Shares are available for purchase by participants in certain
401(k) Defined Contribution Plans ("Allied Plans") which are made available
under a joint venture agreement between Delaware Distributors, L.P. and another
institution through which mutual funds are marketed and which allow investments
in Class A Shares of designated Delaware Group funds ("eligible Delaware Group
fund shares"), as well as shares of designated classes of non-Delaware Group
funds ("eligible non-Delaware Group fund shares"). Class B Shares and Class C
Shares are not eligible for purchase by Allied Plans.

With respect to purchases made in connection with an Allied Plan, the
value of eligible Delaware Group and eligible non-Delaware Group fund shares
held by the Allied Plan may be combined with the dollar amount of new purchases
by that Allied Plan to obtain a reduced front-end sales charge on additional
purchases of eligible Delaware Group fund shares. See Front-End Sales Charge
Alternative - Class A Shares under Classes of Shares.

Participants in Allied Plans may exchange all or part of their eligible
Delaware Group fund shares for other eligible Delaware Group fund shares or for
eligible non-Delaware Group fund shares at net asset value without payment of a
front-end sales charge. However, exchanges of eligible fund shares, both
Delaware Group and non-Delaware Group, which were not subject to a front-end
sales charge, will be subject to the applicable sales charge if exchanged for
eligible Delaware Group fund shares to which a sales charge applies. No sales
charge will apply if the eligible fund shares were previously acquired through
the exchange of eligible shares on which a sales charge was already paid or
through the reinvestment of dividends. See Investing by Exchange.

A dealer's commission may be payable on purchases of eligible Delaware
Group fund shares under an Allied Plan. In determining a financial adviser's
eligibility for a dealer's commission on net asset value purchases of eligible
Delaware Group fund shares in connection with Allied Plans, all participant
holdings in the Allied Plan will be aggregated. See Front-End Sales Charge
Alternative - Class A Shares under Classes of Shares.

The Limited CDSC is applicable to redemptions of net asset value
purchases from an Allied Plan on which a dealer's commission has been paid.
Waivers of the Limited CDSC, as described under Waiver of Limited Contingent
Deferred Sales Charge - Class A Shares under Redemption and Exchange, apply to
redemptions by participants in Allied Plans except in the case of exchanges
between eligible Delaware Group and non-Delaware Group fund shares. When
eligible Delaware Group fund shares are exchanged into eligible non-Delaware
Group fund shares, the Limited CDSC will be imposed at the time of the exchange,
unless the joint venture agreement specifies that the amount of the Limited CDSC
will be paid by the financial adviser or selling dealer. See Contingent Deferred
Sales Charge for Certain Redemptions of Class A Shares Purchased at Net Asset
Value under Redemption and Exchange.

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<PAGE> 37

CLASSES OF SHARES

ALTERNATIVE PURCHASE ARRANGEMENTS

Shares may be purchased at a price equal to the next determined net
asset value per share, subject to a sales charge which may be imposed, at the
election of the purchaser, at the time of the purchase for Class A Shares
("front-end sales charge alternative"), or on a contingent deferred basis for
Class B Shares ("deferred sales charge alternative") or Class C Shares ("level
sales charge alternative").

Class A Shares. An investor who elects the front-end sales charge
alternative acquires Class A Shares, which incur a sales charge when they are
purchased, but generally are not subject to any sales charge when they are
redeemed. Class A Shares are subject to annual 12b-1 Plan expenses of up to a
maximum of 0.30% of average daily net assets of such shares. Certain purchases
of Class A Shares qualify for reduced front-end sales charges. See Front-End
Sales Charge Alternative - Class A Shares, below. See also Contingent Deferred
Sales Charge for Certain Redemptions of Class A Shares Purchased at Net Asset
Value under Redemption and Exchange and Distribution (12b-1) and Service under
Management of the Funds.

Class B Shares. An investor who elects the deferred sales charge
alternative acquires Class B Shares, which do not incur a front-end sales charge
when they are purchased, but are subject to a contingent deferred sales charge
if they are redeemed within six years of purchase. Class B Shares are 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
such shares for approximately eight years after purchase. Class B Shares permit
all of the investor's dollars to work from the time the investment is made. The
higher 12b-1 Plan expenses paid by Class B Shares will cause such shares to have
a higher expense ratio and to pay lower dividends than Class A Shares. At the
end of approximately eight years after purchase, the Class B Shares will
automatically be converted into Class A Shares and, thereafter, for the
remainder of the life of the investment, the annual 12b-1 Plan fee of up to
0.30% for the Class A Shares will apply. See Automatic Conversion of Class B
Shares, below.

Class C Shares. An investor who elects the level sales charge
alternative acquires Class C Shares, which do not incur a front-end sales charge
when they are purchased, but are subject to a contingent deferred sales charge
if they are redeemed within 12 months of purchase. Class C Shares are 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
such shares for the life of the investment. The higher 12b-1 Plan expenses paid
by Class C Shares will cause such shares to have a higher expense ratio and to
pay lower dividends than Class A Shares. Unlike Class B Shares, Class C Shares
do not convert to another class.

The alternative purchase arrangements described above permit investors
to choose the method of purchasing shares that is most suitable 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, purchase Class B Shares and have the entire
initial purchase amount invested in a Fund with their investment being subject
to a CDSC if they redeem shares within six years of purchase, or purchase Class
C Shares and have the entire initial purchase amount invested in a Fund with
their investment being subject to a CDSC if they redeem shares within 12 months
of purchase. In addition, investors should consider the level of annual 12b-1
Plan expenses applicable to each Class. The higher 12b-1 Plan expenses on Class
B Shares and Class C Shares will be offset to the extent a return is realized on
the additional money initially invested upon the purchase of such shares.
However, there can be no assurance as to the return, if any, that

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<PAGE> 38

will be realized on such additional money, and the effect of earning a return on
such additional money will diminish over time. In comparing Class B Shares to
Class C Shares, investors should also consider the desirability of an automatic
conversion feature, which is available only for Class B Shares.

Prospective investors should refer to Appendix A--Investment
Illustrations in this Prospectus for an illustration of the potential effect
that each of the purchase options may have on a long-term shareholder's
investment.

For the distribution and related services provided to, and the expenses
borne on behalf of, the Funds, the Distributor and others will be paid, in the
case of the Class A Shares, from the proceeds of the front-end sales charge and
12b-1 Plan fees and, in the case of the Class B Shares and the Class C Shares,
from the proceeds of the 12b-1 Plan fees and, if applicable, the CDSC incurred
upon redemption. Financial advisers may receive different compensation for
selling Class A, Class B and Class C Shares. Investors should understand that
the purpose and function of the respective 12b-1 Plans and the CDSCs applicable
to Class B Shares and Class C Shares are the same as those of the 12b-1 Plan and
the front-end sales charge applicable to Class A Shares in that such fees and
charges are used to finance the distribution of the respective Classes. See
Distribution (12b-1) and Service under Management of the Funds.

Dividends paid on Class A, Class B and Class C Shares, to the extent
any dividends are paid, will be calculated in the same manner, at the same time,
on the same day and will be in the same amount, except that the additional
amount of 12b-1 Plan expenses relating to Class B Shares and Class C Shares will
be borne exclusively by such shares. See Calculation of Offering Price and Net
Asset Value Per Share.

The NASD has adopted certain rules relating to investment company sales
charges. Global Funds, Inc. and the Distributor intend to operate in compliance
with these rules.

FRONT-END SALES CHARGE ALTERNATIVE - CLASS A SHARES

Class A Shares may be purchased at the offering price, which reflects a
maximum front-end sales charge of 4.75%. See Calculation of Offering Price and
Net Asset Value Per Share.

Purchases of $100,000 or more carry a reduced front-end sales charge as
shown in the following table.

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<PAGE> 39

INTERNATIONAL TREND FUND A CLASS

GLOBAL BOND FUND A CLASS

GLOBAL ASSETS FUND A CLASS

EMERGING MARKETS FUND A CLASS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------

Dealer's
Commission***
Front-End Sales Charge as % of as % of
Amount of Purchase Offering Offering
Price Amount Invested** Price
- --------------------------------------------------------------------------------------------------------------------------

International Global Global Emerging
Trend Bond Assets Markets
Fund Fund Fund Fund

<S> <C> <C> <C> <C> <C> <C>
Less than $100,000 4.75% % 4.97% 4.96% 5.02% 4.00%
----
$100,000 but under $250,000 3.75 % 3.92 3.91 3.92 3.00
----
$250,000 but under $500,000 2.50 % 2.53 2.56 2.61 2.00
----
$500,000 but under $1,000,000* 2.00 % 2.01 2.03 2.01 1.60
----
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

* There is no front-end sales charge on purchases of Class A Shares of $1
million or more but, under certain limited circumstances, a 1% Limited
CDSC may apply upon redemption of such shares.

** Based on the net asset value per share of the respective Class A Shares
as of the end of Global Funds, Inc.'s most recent fiscal year. Based on
the initial net asset value of $10.00 per share of International Trend
Fund A Class.

*** 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 charge shown above. In addition, 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. Dealers who receive 90% or more of the
sales charge may be deemed to be underwriters under the 1933 Act.

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<PAGE> 40

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 made in accordance with the following schedule:

<TABLE>
<CAPTION>
DEALER'S COMMISSION
(as a percentage of
AMOUNT OF PURCHASE amount purchased)
------------------ -----------------

<S> <C>
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
</TABLE>

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 may be aggregated with those of the 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.

Redemptions of Class A Shares purchased at net asset value may result
in the imposition of a Limited CDSC if the dealer's commission described above
was paid in connection with the purchase of those shares. See Contingent
Deferred Sales Charge for Certain Redemptions of Class A Shares Purchased at Net
Asset Value under Redemption and Exchange.

COMBINED PURCHASES PRIVILEGE

By combining your holdings of Class A Shares with your holdings of
Class B Shares and/or Class C Shares of a Fund and shares of other funds in the
Delaware Group, except those noted below, you can reduce the front-end sales
charges on any additional purchases of Class A Shares. Shares of Delaware Group
Premium Fund, Inc. beneficially owned in connection with ownership of variable
insurance products may be combined with other Delaware Group fund holdings.
Shares of other funds that do not carry a front-end sales charge or CDSC may not
be included unless they were acquired through an exchange from a Delaware Group
fund that does carry a front-end sales charge or CDSC.

This privilege permits you to combine your purchases and holdings with
those of your spouse, your children under 21 and any trust, fiduciary or
retirement account for the benefit of such family members.

It also permits you to use these combinations under a Letter of
Intention. A Letter of Intention allows you to make purchases over a 13-month
period and qualify the entire purchase for a reduction in front-end sales
charges on Class A Shares.

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<PAGE> 41

Combined purchases of $1,000,000 or more, including certain purchases
made at net asset value pursuant to a Right of Accumulation or under a Letter of
Intention, may result in the payment of a dealer's commission and the
applicability of a Limited CDSC. Investors should consult their financial
advisers or the Shareholder Service Center about the operation of these
features. See Front-End Sales Charge Alternative - Class A Shares, above.

BUYING CLASS A SHARES AT NET ASSET VALUE

Class A Shares of a Fund may be purchased at net asset value under the
Delaware Group Dividend Reinvestment Plan and, under certain circumstances, the
Exchange Privilege and the 12-Month Reinvestment Privilege. See The Delaware
Difference and Redemption and Exchange for additional information.

Purchases of Class A Shares may be made at net asset value by current
and former officers, directors and employees (and members of their families) of
the Manager, any affiliate, any of the funds in the Delaware Group, certain of
their agents and registered representatives and employees of authorized
investment dealers and by employee benefit plans for such entities. Individual
purchases, including those in retirement accounts, must be for accounts in the
name of the individual or a qualifying family member.

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 or any of
its 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.

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.

A Fund must be notified in advance that an investment qualifies for
purchase at net asset value.

GROUP INVESTMENT PLANS

Group Investment Plans (e.g., SEP/IRA, SAR/SEP, Prototype Profit
Sharing, Pension and 401(k) Defined Contribution Plans) may benefit from the
reduced front-end sales charges available on Class A Shares set forth in the
table on page 27, based on total plan assets. In addition, 403(b)(7) and 457
Retirement Plan Accounts may benefit from a reduced front-end sales charge on
Class A Shares based on the total amount invested by all participants in the
plan by satisfying the following criteria: (i) the employer for which the plan
was established has 250 or more eligible employees and the plan lists only one
broker of record, or (ii) the plan includes employer contributions and the plan
lists only one broker of record. If a company has more than one plan investing
in the Delaware Group of funds, then the total amount invested in all plans will
be aggregated to

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<PAGE> 42

determine the applicable front-end sales charge reduction on each purchase, both
initial and subsequent, if, at the time of each such purchase, the company
notifies the Fund in which it is investing that it qualifies for the reduction.
Employees participating in such Group Investment Plans may also combine the
investments held in their plan account to determine the front-end sales charge
applicable to purchases in non-retirement Delaware Group investment accounts if,
at the time of each such purchase, they notify the Fund in which they are
investing that they are eligible to combine purchase amounts held in their plan
account.

For additional information on retirement plans, including plan forms,
applications, minimum investments and any applicable account maintenance fees,
contact your investment dealer or the Distributor.

For other retirement plans and special services, see Retirement
Planning.

DEFERRED SALES CHARGE ALTERNATIVE - CLASS B SHARES

Class B Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently anticipates
compensating dealers or brokers for selling Class B Shares at the time of
purchase from its own assets in an amount equal to no more than 4% of the dollar
amount purchased. In addition, 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 pay additional compensation to dealers or
brokers for selling Class B Shares at the time of purchase. As discussed below,
however, Class B Shares are subject to annual 12b-1 Plan expenses and, if
redeemed within six years of purchase, a CDSC.

Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class B Shares. These
payments support the compensation paid to dealers or brokers for selling Class B
Shares. Payments to the Distributor and others under the Class B 12b-1 Plan may
be in an amount equal to no more than 1% annually. The combination of the CDSC
and the proceeds of the 12b-1 Plan fees makes it possible for a Fund to sell
Class B Shares without deducting a front-end sales charge at the time of
purchase.

Holders of Class B Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for the Class B Shares
described in this Prospectus, even after the exchange. Such CDSC schedule may be
higher than the CDSC schedule for the Class B Shares acquired as a result of the
exchange. See Redemption and Exchange.

AUTOMATIC CONVERSION OF CLASS B SHARES

Class B Shares, other than shares acquired through reinvestment of
dividends, held for eight years after purchase are eligible for automatic
conversion into Class A Shares. Conversions of Class B Shares into Class A
Shares will occur only four times in any calendar year, on the last business day
of the second full week of March, June, September and December (each, a
"Conversion Date"). If the eighth anniversary after a purchase of Class B Shares
falls on a Conversion Date, an investor's Class B Shares will be converted on
that date. If the eighth anniversary occurs between Conversion Dates, an
investor's Class B Shares will be converted on the next Conversion Date after
such anniversary. Consequently, if a shareholder's eighth anniversary falls on
the day after a Conversion Date, that shareholder will have to hold Class B
Shares for as long as three additional months after the eighth anniversary of
purchase before the shares will automatically convert into Class A Shares.

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<PAGE> 43

Class B Shares of a fund acquired through a reinvestment of dividends
will convert to the corresponding Class A Shares of that fund (or, in the case
of Delaware Group Cash Reserve, Inc., the Delaware Cash Reserve Consultant
Class) pro-rata with Class B Shares of that fund not acquired through dividend
reinvestment.

All such automatic conversions of Class B Shares will constitute
tax-free exchanges for federal income tax purposes. See Taxes.

LEVEL SALES CHARGE ALTERNATIVE - CLASS C SHARES

Class C Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently anticipates
compensating dealers or brokers for selling Class C Shares at the time of
purchase from its own assets in an amount equal to no more than 1% of the dollar
amount purchased. As discussed below, however, Class C Shares are subject to
annual 12b-1 Plan expenses and, if redeemed within 12 months of purchase, a
CDSC.

Holders of Class C Shares who exercise the exchange privilege described
below will continue to be subject to the CDSC schedule for the Class C Shares as
described in this Prospectus. See Redemption and Exchange.

CONTINGENT DEFERRED SALES CHARGE - CLASS B SHARES AND CLASS C SHARES

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 reinvestments of dividends or capital gains distributions. For purposes
of this formula, the "net asset value at the time of purchase" will be the net
asset value at purchase of the Class B Shares or the Class C Shares of a Fund,
even if those shares are later exchanged for shares of another Delaware Group
fund. In the event of an exchange of the shares, the "net asset value of such
shares at the time of redemption" will be the net asset value of the shares that
were acquired in the exchange.

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The following table sets forth the rates of the CDSC for the Class B
Shares of the Funds:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE (AS A
PERCENTAGE OF
DOLLAR AMOUNT
YEAR AFTER PURCHASE MADE SUBJECT TO CHARGE)
------------------------ ------------------

<S> <C>
0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None
</TABLE>

During the seventh year after purchase and, thereafter, until converted
automatically into Class A Shares, Class B Shares will still be subject to the
annual 12b-1 Plan expenses of up to 1% of average daily net assets of those
shares. See Automatic Conversion of Class B Shares, above. Investors are
reminded that the Class A Shares into which the Class B Shares will convert are
subject to ongoing annual 12b-1 Plan expenses of up to a maximum of 0.30% of
average daily net assets of such shares.

In determining whether a CDSC applies to a redemption of Class B
Shares, it will be assumed that shares held for more than six years are redeemed
first, followed by shares acquired through the reinvestment of dividends or
distributions, and finally by shares held longest during the six-year period.
With respect to Class C Shares, it will be assumed that shares held for more
than 12 months are redeemed first followed by shares acquired through the
reinvestment of dividends or distributions, and finally by shares held for 12
months or less.

All investments made during a calendar month, regardless of what day of
the month the investment occurred, will age one month on the last day of that
month and each subsequent month.

The CDSC is 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.

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 the 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.

Subject to pending amendments to the NASD's Rules of Fair Practice, in
connection with the promotion of Delaware Group fund shares, the Distributor
may, from time to time, pay to participate in dealer-sponsored seminars and
conferences, reimburse dealers for expenses incurred in connection with
preapproved seminars, conferences and advertising and may, from time to time,
pay or allow additional promotional incentives to dealers, which shall include
non-cash concessions, such as certain luxury merchandise or a trip to or
attendance at a business or investment seminar at a luxury resort, as part of
preapproved sales contests. Payment of non-cash compensation to dealers is
currently under review by the NASD and the Securities and Exchange

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<PAGE> 45

Commission. It is likely that the NASD's Rules of Fair Practice will be amended
such that the ability of the Distributor to pay non-cash compensation as
described above will be restricted in some fashion. The Distributor intends to
comply with the NASD's Rules of Fair Practice as they may be amended.

INSTITUTIONAL CLASSES

In addition to offering the Class A, Class B and Class C Shares, Global
Funds, Inc. also offers International Trend Fund Institutional Class, Global
Bond Fund Institutional Class, Global Assets Fund Institutional Class and
Emerging Markets Fund Institutional Class, which are described in a separate
prospectus and are available for purchase only by certain investors.
Institutional Class shares generally are distributed directly by the Distributor
and do not have a front-end sales charge, a CDSC or a Limited CDSC and are not
subject to 12b-1 Plan distribution expenses. To obtain the prospectus that
describes the Institutional Classes, contact the Distributor by writing to the
address or by calling the telephone number listed on the back cover of this
Prospectus.

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<PAGE> 46

HOW TO BUY SHARES

PURCHASE AMOUNTS

Generally, the minimum initial purchase is $1,000 for Class A Shares,
Class B Shares and Class C Shares. Subsequent purchases of shares of any Class
generally must be $100 or more. For purchases under a Uniform Gifts to Minors
Act or Uniform Transfers to Minors Act or through an Automatic Investing Plan,
there is a minimum initial purchase of $250 and a minimum subsequent purchase of
$25. Minimum purchase requirements do not apply to retirement plans other than
IRAs, for which there is a minimum initial purchase of $250, and a minimum
subsequent purchase of $25, regardless of which Class is selected.

There is a maximum purchase limitation of $250,000 on each purchase of
Class B Shares. For Class C Shares, each purchase must be in an amount that is
less than $1,000,000. An investor may exceed these maximum purchase limitations
by making cumulative purchases over a period of time. In doing so, an investor
should keep in mind that reduced front-end sales charges are available on
investments of $100,000 or more in Class A Shares, and that Class A Shares (i)
are subject to lower annual 12b-1 Plan expenses than Class B Shares and Class C
Shares and (ii) generally are not subject to a CDSC. For retirement plans, the
maximum purchase limitations apply only to the initial purchase of Class B
Shares or Class C Shares by the plan.

INVESTING THROUGH YOUR INVESTMENT DEALER

You can make a purchase of shares of the Funds through most investment
dealers who, as part of the service they provide, must transmit orders promptly.
They may charge for this service. If you want a dealer but do not have one, the
Delaware Group can refer you to one.

INVESTING BY MAIL

1. Initial Purchases--An Investment Application or, in the case of a retirement
account, an appropriate retirement plan application, must be completed, signed
and sent with a check, payable to the specific Fund and Class selected to
Delaware Group at 1818 Market Street, Philadelphia, PA 19103.

2. Subsequent Purchases--Additional purchases may be made at any time by mailing
a check payable to the specific Fund and Class selected. Your check should be
identified with your name(s) and account number. An investment slip (similar to
a deposit slip) is provided at the bottom of transaction confirmations and
dividend statements that you will receive from Global Funds, Inc. Use of this
investment slip can help expedite processing of your check when making
additional purchases. Your investment may be delayed if you send additional
purchases by certified mail.

INVESTING BY WIRE

You may purchase shares by requesting your bank to transmit funds by
wire to CoreStates Bank, N.A., ABA #031000011, account number 1412893401
(include your name(s) and your account number for the Class in which you are
investing).

1. Initial Purchases--Before you invest, telephone the Shareholder Service
Center to get an account number. If you do not call first, processing of your
investment may be delayed. In addition, you must promptly send your Investment
Application or, in the case of a retirement account, an appropriate retirement
plan application, to the specific Fund and Class selected, to Delaware Group at
1818 Market Street, Philadelphia, PA 19103.

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<PAGE> 47

2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to CoreStates Bank, N.A., as described above. You should advise the
Shareholder Service Center by telephone of each wire you send.

If you want to wire investments to a retirement plan account, call the
Shareholder Service Center for special wiring instructions.

INVESTING BY EXCHANGE

If you have an investment in another mutual fund in the Delaware Group,
you may write and authorize an exchange of part or all of your investment into
shares of a Fund. If you wish to open an account by exchange, call the
Shareholder Service Center for more information. All exchanges are subject to
the eligibility and minimum purchase requirements set forth in each fund's
prospectus. See Redemption and Exchange for more complete information concerning
your exchange privileges.

Holders of Class A Shares of a Fund may exchange all or part of their
shares for certain of the shares of other funds in the Delaware Group, including
other Class A Shares, but may not exchange their Class A Shares for Class B
Shares or Class C Shares of the Fund or of any other fund in the Delaware Group.
Holders of Class B Shares of a Fund are permitted to exchange all or part of
their Class B Shares only into Class B Shares of other Delaware Group funds.
Similarly, holders of Class C Shares of a Fund are permitted to exchange all or
part of their Class C Shares only into Class C Shares of other Delaware Group
funds. See Appendix B--Classes Offered for a list of Delaware Group funds and
the classes they offer. Class B Shares of a Fund and Class C Shares of a Fund
acquired by exchange will continue to carry the CDSC and, in the case of Class B
Shares, the automatic conversion schedule of the fund from which the exchange is
made. The holding period of Class B Shares of a Fund acquired by exchange will
be added to that of the shares that were exchanged for purposes of determining
the time of the automatic conversion into Class A Shares of that Fund.

Permissible exchanges into Class A Shares of a Fund will be made
without a front-end sales charge, except for exchanges of shares that were not
previously subject to a front-end sales charge (unless such shares were acquired
through the reinvestment of dividends). Permissible exchanges into Class B
Shares or Class C Shares of a Fund will be made without the imposition of a CDSC
by the fund from which the exchange is being made at the time of the exchange.

See Allied Plans under Retirement Planning for information on exchanges
by participants in an Allied Plan.

ADDITIONAL METHODS OF ADDING TO YOUR INVESTMENT

Call the Shareholder Service Center for more information if you wish to
use the following services:

1. Automatic Investing Plan

THE AUTOMATIC INVESTING PLAN ENABLES YOU TO MAKE REGULAR MONTHLY
INVESTMENTS WITHOUT WRITING OR MAILING CHECKS. You may authorize Global Funds,
Inc. to transfer a designated amount monthly from your checking account to your
Fund account. Many shareholders use this as an automatic savings plan.
Shareholders should allow a reasonable amount of time for initial purchases and
changes to these plans to become effective.

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<PAGE> 48

This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457
Deferred Compensation Plans.

2. Direct Deposit

YOU MAY HAVE YOUR EMPLOYER OR BANK MAKE REGULAR INVESTMENTS DIRECTLY TO
YOUR ACCOUNT FOR YOU (for example: payroll deduction, pay by phone, annuity
payments). Each Fund also accepts preauthorized recurring government and private
payments by Electronic Fund Transfer, which avoids mail time and check clearing
holds on payments such as social security, federal salaries, Railroad Retirement
benefits, etc.

* * *

Should investments through an automatic investing plan or by direct
deposit be reclaimed or returned for some reason, Global Funds, Inc. has the
right to liquidate your shares to reimburse the government or transmitting bank.
If there are insufficient funds in your account, you are obligated to reimburse
the Fund.

3. Wealth Builder Option

You can use our Wealth Builder Option to invest in a Fund through
regular liquidations of shares in your accounts in other funds in the Delaware
Group. You may also elect to invest in other mutual funds in the Delaware Group
through the Wealth Builder Option through regular liquidations of shares in your
Fund account.

Under this automatic exchange program, you can authorize regular
monthly amounts (minimum of $100 per fund) to be liquidated from your account in
one or more funds in the Delaware Group and invested automatically into any
other account in a Delaware Group mutual fund that you may specify. If in
connection with the election of the Wealth Builder Option, you wish to open a
new account to receive the automatic investment, such new account must meet the
minimum initial purchase requirements described in the prospectus of the fund
that you select. All investments under this option are exchanges and are
therefore subject to the same conditions and limitations as other exchanges
noted above. You can terminate your participation in Wealth Builder at any time
by giving written notice to the fund from which the exchanges are made. See
Redemption and Exchange.

4. Dividend Reinvestment Plan

You can elect to have your distributions (capital gains and/or dividend
income) paid to you by check or reinvested in your account. Or, you may invest
your distributions in certain other funds in the Delaware Group, subject to the
exceptions noted below as well as the eligibility and minimum purchase
requirements set forth in each fund's prospectus.

Reinvestments of distributions into Class A Shares of a Fund or of
other Delaware Group funds are made without a front-end sales charge.
Reinvestments of distributions into Class B Shares of a Fund or of other
Delaware Group funds or into Class C Shares of a Fund or of other Delaware Group
funds are also made without any sales charge and will not be subject to a CDSC
if later redeemed. See Automatic Conversion of

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<PAGE> 49

Class B Shares under Classes of Shares for information concerning the automatic
conversion of Class B Shares acquired by reinvesting dividends.

Holders of Class A Shares of a Fund may not reinvest their
distributions into Class B Shares or Class C Shares of any fund in the Delaware
Group, including the Funds. Holders of Class B Shares of a Fund may reinvest
their distributions only into Class B Shares of the funds in the Delaware Group
which offer that class of shares. Similarly, holders of Class C Shares of a Fund
may reinvest their distributions only into Class C Shares of the funds in the
Delaware Group which offer that class of shares. See Appendix B--Classes Offered
for a list of the funds offering those classes of shares. For more information
about reinvestments, call the Shareholder Service Center.

Distributions for capital gains and/or dividends for participants in
the following retirement plans are automatically reinvested into the same
Delaware Group fund: SAR/SEP, SEP/IRA, Profit Sharing, Money Purchase Pension,
401(k), 403 (b)(7), or 457 Plans.

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. As previously described, 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. Or, with the help of a financial adviser, you may 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, above. 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. See Appendix B--Classes Offered for the funds in the Delaware Group that
offer consultant class shares.

An annual maintenance fee, currently $35 per Strategy, is typically due
at the time of initial investment and by September 30th 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 30th. However, effective November 1, 1996, the annual 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. See
Part B.

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.

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<PAGE> 50

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.

PURCHASE PRICE AND EFFECTIVE DATE

The offering price and net asset value of the Class A, Class B and
Class C Shares are determined 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 effective date of a purchase made through an investment dealer is
the date the order is received by a Fund. The effective date of a direct
purchase is the day your wire, electronic transfer or check is received, unless
it is received after the time the offering price or net asset value of shares is
determined, as noted above. Purchase orders received after such time will be
effective the next business day.

THE CONDITIONS OF YOUR PURCHASE

Each Fund reserves the right to reject any purchase order. If a
purchase is canceled because your check is returned unpaid, you are responsible
for any loss incurred. A Fund can redeem shares from your account(s) to
reimburse itself for any loss, and you may be restricted from making future
purchases in any of the funds in the Delaware Group. Each Fund reserves the
right to reject purchase orders paid by third-party checks or checks that are
not drawn on a domestic branch of a United States financial institution. If a
check drawn on a foreign financial institution is accepted, you may be subject
to additional bank charges for clearance and currency conversion.

Each Fund also reserves the right, following shareholder notification,
to charge a service fee on non- retirement accounts that, as a result of a
redemption, have remained below the minimum stated account balance for a period
of three or more consecutive months. Holders of such accounts may be notified of
their insufficient account balance and advised that they have until the end of
the current calendar quarter to raise their balance to the stated minimum. If
the account has not reached the minimum balance requirement by that time, the
Fund will charge a $9 fee for that quarter and each subsequent calendar quarter
until the account is brought up to the minimum balance. The service fee will be
deducted from the account during the first week of each calendar quarter for the
previous quarter, and will be used to help defray the cost of maintaining
low-balance accounts. No fees will be charged without proper notice, and no CDSC
will apply to such assessments.

Each Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under the minimum initial purchase
amount as a result of redemptions. An investor making the minimum initial
investment may be subject to involuntary redemption without the imposition of a
CDSC or Limited CDSC if he or she redeems any portion of his or her account.

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<PAGE> 51

REDEMPTION AND EXCHANGE

YOU CAN REDEEM OR EXCHANGE YOUR SHARES IN A NUMBER OF DIFFERENT WAYS.
The exchange service is useful if your investment requirements change and you
want an easy way to invest in other equity funds, tax-advantaged funds, bond
funds or money market funds. This service is also useful if you are anticipating
a major expenditure and want to move a portion of your investment into a fund
that has the checkwriting feature. Exchanges are subject to the requirements of
each fund and all exchanges of shares constitute taxable events. See Taxes.
Further, in order for an exchange to be processed, shares of the fund being
acquired must be registered in the state where the acquiring shareholder
resides. You may want to consult your financial adviser or investment dealer to
discuss which funds in the Delaware Group will best meet your changing
objectives, and the consequences of any exchange transaction. You may also call
the Delaware Group directly for fund information.

Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after a Fund receives your request in good order,
subject, in the case of a redemption, to any applicable CDSC or Limited CDSC.
For example, redemption or exchange requests received in good order after the
time the offering price and net asset value of shares are determined will be
processed on the next business day. See Purchase Price and Effective Date under
How to Buy Shares. A shareholder submitting a redemption request may indicate
that he or she wishes to receive redemption proceeds of a specific dollar
amount. In the case of such a request, and in the case of certain redemptions
from retirement plan accounts, a Fund will redeem the number of shares necessary
to deduct the applicable CDSC in the case of Class B and Class C Shares, and, if
applicable, the Limited CDSC in the case of Class A Shares and tender to the
shareholder the requested amount, assuming the shareholder holds enough shares
in his or her account for the redemption to be processed in this manner.
Otherwise, the amount tendered to the shareholder upon redemption will be
reduced by the amount of the applicable CDSC or Limited CDSC. Redemption
proceeds will be distributed promptly, as described below, but not later than
seven days after receipt of a redemption request.

Except as noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. For exchange requests, you must
also provide the name of the fund you want to receive the proceeds. Exchange
instructions and redemption requests must be signed by the record owner(s)
exactly as the shares are registered. You may request a redemption or an
exchange by calling the Shareholder Service Center at 800-523-1918. Each Fund
may suspend, terminate, or amend the terms of the exchange privilege upon 60
days' written notice to shareholders.

Each Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. Each Fund will honor 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 purchase check has cleared, which may take up
to 15 days from the purchase date. You can avoid this potential delay if you
purchase shares by wiring Federal Funds. Each Fund reserves the right to reject
a written or telephone redemption request or delay payment of redemption
proceeds if there has been a recent change to the shareholder's address of
record.

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<PAGE> 52

There is no front-end sales charge or fee for exchanges made between
shares of funds which both carry a front-end sales charge. Any applicable
front-end sales charge will apply to exchanges from shares of funds not subject
to a front-end sales charge, except for exchanges involving assets that were
previously invested in a fund with a front-end sales charge and/or exchanges
involving the reinvestment of dividends.

Holders of Class B Shares or Class C Shares that exchange their shares
("Original Shares") for shares of other funds in the Delaware Group (in each
case, "New Shares") in a permitted exchange, will not be subject to a CDSC that
might otherwise be due upon redemption of the Original Shares. However, such
shareholders will continue to be subject to the CDSC and, in the case of Class B
Shares, the automatic conversion schedule of the Original Shares as described in
this Prospectus and any CDSC assessed upon redemption will be charged by the
fund from which the Original Shares were exchanged. In an exchange of Class B
Shares from a Fund, the Fund's CDSC schedule may be higher than the CDSC
schedule relating to the New Shares acquired as a result of the exchange. For
purposes of computing the CDSC that may be payable upon a disposition of the New
Shares, the period of time that an investor held the Original Shares is added to
the period of time that an investor held the New Shares. With respect to Class B
Shares, the automatic conversion schedule of the Original Shares may be longer
than that of the New Shares. Consequently, an investment in New Shares by
exchange may subject an investor to the higher 12b-1 fees applicable to Class B
Shares of a Fund for a longer period of time than if the investment in New
Shares were made directly.

Various redemption and exchange methods are outlined below. Except for
the CDSC applicable to certain redemptions of Class B and Class C Shares and the
Limited CDSC applicable to certain redemptions of Class A Shares purchased at
net asset value, there is no fee charged by the Fund or the Distributor for
redeeming or exchanging your shares, but such fees could be charged in the
future. You may have your investment dealer arrange to have your shares redeemed
or exchanged. Your investment dealer may charge for this service.

All authorizations given by shareholders, including selection of any of
the features described below, shall continue in effect until such time as a
written revocation or modification has been received by a Fund or its agent.

WRITTEN REDEMPTION

You can write to each Fund at 1818 Market Street, Philadelphia, PA
19103 to redeem some or all of your shares. The request must be signed by all
owners of the account or your investment dealer of record. For redemptions of
more than $50,000, or when the proceeds are not sent to the shareholder(s) at
the address of record, the Funds require a signature by all owners of the
account and a signature guarantee for each owner. 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 require further documentation from corporations,
executors, retirement plans, administrators, trustees or guardians.

Payment is normally mailed the next business day after receipt of your
redemption request. If your Class A Shares are in certificate form, the
certificate must accompany your request and also be in good order. Certificates
are issued for Class A Shares only if a shareholder submits a specific request.
Certificates are not issued for Class B Shares or Class C Shares.

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<PAGE> 53

WRITTEN EXCHANGE

You may also write to each Fund (at 1818 Market Street, Philadelphia,
PA 19103) to request an exchange of any or all of your shares into another
mutual fund in the Delaware Group, subject to the same conditions and
limitations as other exchanges noted above.

TELEPHONE REDEMPTION AND EXCHANGE

To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge) for
you. If you choose to have your Class A Shares in certificate form, you may
redeem or exchange only by written request and you must return your
certificates.

The Telephone Redemption - Check to Your Address of Record service and
the Telephone Exchange service, both of which are described below, are
automatically provided unless you notify the Fund in which you have your account
in writing that you do not wish to have such services available with respect to
your account. Each Fund reserves the right to modify, terminate or suspend these
procedures upon 60 days' written notice to shareholders. It may be difficult to
reach the Funds by telephone during periods when market or economic conditions
lead to an unusually large volume of telephone requests.

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. 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. Instructions received by telephone are
generally tape recorded, and a written confirmation will be provided for all
purchase, exchange and redemption transactions initiated by telephone. By
exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

TELEPHONE REDEMPTION--CHECK TO YOUR ADDRESS OF RECORD

THE TELEPHONE REDEMPTION FEATURE IS A QUICK AND EASY METHOD TO REDEEM
SHARES. You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be payable
to the shareholder(s) of record. Payment is normally mailed the next business
day after receipt of the redemption request. This service is only available to
individual, joint and individual fiduciary-type accounts.

TELEPHONE REDEMPTION--PROCEEDS TO YOUR BANK

Redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check. You should authorize this
service when you open your account. If you change your predesignated bank
account, you must complete an Authorization Form and have your signature
guaranteed. For your protection, your authorization must be on file. If you
request a wire, your funds will normally be sent the next business day.
CoreStates Bank, N.A.'s fee (currently $7.50) will be deducted from your
redemption. If you ask for a check, it will normally be mailed the next business
day after receipt of your redemption request to your predesignated bank account.
There are no separate fees for this redemption method, but the mail time may
delay getting funds into your bank account. Simply call the Shareholder Service
Center prior to the time the offering price and net asset value are determined,
as noted above.

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TELEPHONE EXCHANGE

The Telephone Exchange feature is a convenient and efficient way to
adjust your investment holdings as your liquidity requirements and investment
objectives change. You or your investment dealer of record can exchange your
shares into other funds in the Delaware Group under the same registration,
subject to the same conditions and limitations as other exchanges noted above.
As with the written exchange service, telephone exchanges are subject to the
requirements of each fund, as described above. Telephone exchanges may be
subject to limitations as to amounts or frequency.

SYSTEMATIC WITHDRAWAL PLANS

1. Regular Plans
This plan provides shareholders with a consistent monthly (or
quarterly) payment. THIS IS PARTICULARLY USEFUL TO SHAREHOLDERS LIVING ON FIXED
INCOMES, SINCE IT CAN PROVIDE THEM WITH A STABLE SUPPLEMENTAL AMOUNT. With
accounts of at least $5,000, you may elect monthly withdrawals of $25 (quarterly
$75) or more. The Funds do not recommend any particular monthly amount, as each
shareholder's situation and needs vary. Payments are normally made by check. In
the alternative, you may elect to have your payments transferred from your Fund
account to your predesignated bank account through the MoneyLine Direct Deposit
Service. Your funds will normally be credited to your bank account two business
days after the payment date. There are no separate fees for this redemption
method. See MoneyLine Direct Deposit Service under The Delaware Difference for
more information about this service.

2. Retirement Plans
For shareholders eligible under the applicable retirement plan to
receive benefits in periodic payments, the Systematic Withdrawal Plan provides
you with maximum flexibility. A number of formulas are available for calculating
your withdrawals depending upon whether the distributions are required or
optional. Withdrawals must be for $25 or more; however, no minimum account
balance is required. The MoneyLine Direct Deposit Service is not available for
certain retirement plans.

* * *

Shareholders should not purchase additional shares while participating
in a Systematic Withdrawal Plan.

Redemptions of Class A Shares via a Systematic Withdrawal Plan may be
subject to a Limited CDSC if the original purchase was made at net asset value
within the 12 months prior to the withdrawal and a dealer's commission was paid
on that purchase. See Contingent Deferred Sales Charge for Certain Redemptions
of Class A Shares Purchased at Net Asset Value, below.

The applicable CDSC for Class B Shares and Class C Shares redeemed via
a Systematic Withdrawal Plan will be waived if, on the date that the Plan is
established, the annual amount selected to be withdrawn is less than 12% of the
account balance. If the annual amount selected to be withdrawn exceeds 12% of
the account balance on the date that the Systematic Withdrawal Plan is
established, all redemptions under the Plan will be subject to the applicable
CDSC. Whether a waiver of the CDSC is available or not, the first shares to be
redeemed for each Systematic Withdrawal Plan payment will be those not subject
to a CDSC because they have either satisfied the required holding period or were
acquired through the reinvestment of distributions. The 12% annual limit will be
reset on the date that any Systematic Withdrawal Plan is modified (for example,
a change in the amount selected to be withdrawn or the frequency or date of
withdrawals), based on the balance in the account on that date. See Waiver of
Contingent Deferred Sales Charge - Class B and Class C Shares, below.

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<PAGE> 55

For more information on Systematic Withdrawal Plans, call the
Shareholder Service Center.

CONTINGENT DEFERRED SALES CHARGE FOR CERTAIN REDEMPTIONS OF CLASS A SHARES
PURCHASED AT NET ASSET VALUE

A Limited CDSC will be imposed on certain redemptions of Class A Shares
(or shares into which such Class A Shares are exchanged) made within 12 months
of purchase, if such purchases were made at net asset value and triggered the
payment by the Distributor of the dealer's commission previously described. See
Classes of Shares.

The Limited CDSC will be paid to the Distributor and will be equal to
the lesser of 1% of: (1) the net asset value at the time of purchase of the
Class A Shares being redeemed; or (2) the net asset value of such Class A Shares
at the time of redemption. For purposes of this formula, the "net asset value at
the time of purchase" will be the net asset value at purchase of the Class A
Shares even if those shares are later exchanged for shares of another Delaware
Group fund and, in the event of an exchange of Class A Shares, the "net asset
value of such shares at the time of redemption" will be the net asset value of
the shares acquired in the exchange.

Redemptions of such Class A Shares held for more than 12 months will
not be subjected to the Limited CDSC and an exchange of such Class A Shares into
another Delaware Group fund will not trigger the imposition of the Limited CDSC
at the time of such exchange. The period a shareholder owns shares into which
Class A Shares are exchanged will count towards satisfying the 12-month holding
period. The Limited CDSC is assessed if such 12-month period is not satisfied
irrespective of whether the redemption triggering its payment is of the Class A
Shares of a Fund or the Class A Shares acquired in the exchange.

In determining whether a Limited CDSC is payable, it will be assumed
that shares not subject to the Limited CDSC are the first redeemed followed by
other shares held for the longest period of time. The Limited CDSC will not be
imposed upon shares representing reinvested dividends or capital gains
distributions, or upon amounts representing share appreciation. All investments
made during a calendar month, regardless of what day of the month the investment
occurred, will age one month on the last day of that month and each subsequent
month.

WAIVER OF LIMITED CONTINGENT DEFERRED SALES CHARGE - CLASS A SHARES

The Limited CDSC for Class A Shares on which a dealer's commission has
been paid will be waived in the following instances: (i) redemptions that result
from a Fund's right to liquidate a shareholder's account if the aggregate net
asset value of the shares held in the account is less than the then-effective
minimum account size; (ii) distributions to participants from a retirement plan
qualified under section 401(a) or 401(k) of the Internal Revenue Code of 1986,
as amended (the "Code"), or due to death of a participant in such a plan; (iii)
redemptions pursuant to the direction of a participant or beneficiary of a
retirement plan qualified under section 401(a) or 401(k) of the Code with
respect to that retirement plan; (iv) distributions from a section 403(b)(7)
Plan or an IRA due to death, disability, or attainment of age 59 1/2; (v)
returns of excess contributions to an IRA; (vi) distributions by other employee
benefit plans to pay benefits; (vii) distributions described in (ii), (iv), and
(vi) above pursuant to a Systematic Withdrawal Plan; and (viii) redemptions by
the classes of shareholders who are permitted to purchase shares at net asset
value, regardless of the size of the purchase (see Buying Class A Shares at Net
Asset Value under Classes of Shares).

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<PAGE> 56

WAIVER OF CONTINGENT DEFERRED SALES CHARGE - CLASS B AND CLASS C SHARES

The CDSC is waived on certain redemptions of Class B Shares in
connection with the following redemptions: (i) redemptions that result from a
Fund's right to liquidate a shareholder's account if the aggregate net asset
value of the shares held in the account is less than the then-effective minimum
account size; (ii) returns of excess contributions to an IRA or 403(b)(7)
Deferred Compensation Plan; (iii) required minimum distributions from an IRA,
403(b)(7) Deferred Compensation Plan or 457 Deferred Compensation Plan; and (iv)
distributions from an account if the redemption results from the death of all
registered owners of the account (in the case of accounts established under the
Uniform Gifts to Minors or Uniform Transfers to Minors Acts or trust accounts,
the waiver applies upon the death of all beneficial owners) or a total and
permanent disability (as defined in Section 72 of the Code) of all registered
owners occurring after the purchase of the shares being redeemed.

The CDSC on Class C Shares is waived in connection with the following
redemptions: (i) redemptions that result from a Fund's right to liquidate a
shareholder's account if the aggregate net asset value of the shares held in the
account is less than the then-effective minimum account size; (ii) returns of
excess contributions to an IRA, 403(b)(7) Deferred Compensation Plan, Profit
Sharing Plan, Money Purchase Pension Plan or 401(k) Defined Contribution Plan;
(iii) required minimum distributions from an IRA, 403(b)(7) Deferred
Compensation Plan, 457 Deferred Compensation Plan, Profit Sharing Plan, Money
Purchase Pension Plan or 401(k) Defined Contribution Plan; (iv) distributions
from a 403(b)(7) Deferred Compensation Plan, 457 Deferred Compensation Plan,
Profit Sharing Plan, or 401(k) Defined Contribution Plan, under hardship
provisions of the plan; (v) distributions from a 403(b)(7) Deferred Compensation
Plan, 457 Deferred Compensation Plan, Profit Sharing Plan, Money Purchase
Pension Plan or a 401(k) Defined Contribution Plan upon attainment of normal
retirement age under the plan or upon separation from service; (vi)
distributions from an IRA on or after attainment of age 59 1/2; and (vii)
distributions from an account if the redemption results from the death of all
registered owners of the account (in the case of accounts established under the
Uniform Gifts to Minors or Uniform Transfers to Minors Acts or trust accounts,
the waiver applies upon the death of all beneficial owners) or a total and
permanent disability (as defined in Section 72 of the Code) of all registered
owners occurring after the purchase of the shares being redeemed.

In addition, the CDSC will be waived on Class B and Class C Shares
redeemed in accordance with a Systematic Withdrawal Plan if the annual amount
selected to be withdrawn under the Plan does not exceed 12% of the value of the
account on the date that the Systematic Withdrawal Plan was established or
modified.

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<PAGE> 57

DIVIDENDS AND DISTRIBUTIONS

Global Funds, Inc. declares a dividend on each Fund to all shareholders
of record of the Classes of that Fund at the time the offering price of shares
is determined. See Purchase Price and Effective Date under How to Buy Shares.
Thus, when redeeming shares, dividends continue to be credited up to and
including the date of redemption.

International Trend Fund and Emerging Markets Fund will normally
declare and make payments from net investment income on an annual basis and
Global Assets Fund will normally declare and make payments from net investment
income on an quarterly basis. Global Bond Fund will normally declare and make
payments from net investment income on a monthly basis. Payments from net
realized securities profits of a Fund, if any, will be made in the quarter
following the close of the fiscal year. Both dividends and distributions, if
any, are automatically reinvested in your account at net asset value.

In addition to the dividends from net investment income and
distributions from realized securities profits that a Fund may declare and make,
as noted above, in order to satisfy certain distribution requirements of the Tax
Reform Act of 1986, a Fund may declare special year-end dividend and capital
gains distributions during October, November or December to shareholders of
record on a date in such month. Such distributions, if received by shareholders
by January 31, are deemed to have been paid by the Funds and received by
shareholders on the earlier of the date paid or December 31 of the prior year.

Each Class of a Fund will share proportionately in the investment
income and expenses of that Fund, except that the per share dividends from net
investment income on the Class A Shares, Class B Shares and Class C Shares will
vary due to the expenses under the 12b-1 Plan applicable to each Class.
Generally, the dividends per share on Class B Shares and Class C Shares can be
expected to be lower than the dividends per share on Class A Shares because the
expenses under the 12b-1 Plans relating to Class B Shares and Class C Shares
will be higher than the expenses under the 12b-1 Plan relating to Class A
Shares. See Distribution (12b-1) and Service under Management of the Funds.

Both dividends and distributions, if any, are automatically reinvested
in your account at net asset value, unless you elect otherwise. See The Delaware
Difference for more information on reinvestment options. Payment by check of
cash dividends will ordinarily be mailed within three business days after the
payable date. 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.

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 your account at the
then-current net asset value and the dividend option may be changed from cash to
reinvest. If you elect to take your dividends and distributions in cash and such
dividends and distributions are in an amount of $25 or more, you may choose the
MoneyLine Direct Deposit Service and have such payments transferred from your
Fund account to your predesignated bank account. This service is not available
for certain retirement plans. See MoneyLine Direct Deposit Service under The
Delaware Difference for more information about this service.

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<PAGE> 58

TAXES

The tax discussion set forth below is included for general information
only. Investors should consult their own tax advisers concerning the federal,
state, local or foreign tax consequences of an investment in a Fund.

Each Fund has qualified, and intends to continue 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.

Each Fund intends to distribute substantially all of its net investment
income and net capital gains, if any. Dividends from net investment income or
net short-term capital gains will be taxable to those investors who are subject
to income taxes as ordinary income, whether received in cash or in additional
shares. It is expected that either none or only a nominal portion of a Fund's
dividends will be eligible for the dividends-received deductions for
corporations.

Distributions paid by a Fund from long-term capital gains, whether
received in cash or in additional shares, are taxable to those investors who are
subject to income taxes as long-term capital gains, regardless of the length of
time an investor has owned shares in that Fund. The Funds do not seek to realize
any particular amount of capital gains during a year; rather, realized gains are
a by-product of Fund management activities. Consequently, capital gains
distributions may be expected to vary considerably from year to year. Also, for
those investors subject to tax, if purchases of shares in a Fund are made
shortly before the record date for a dividend or capital gains distribution, a
portion of the investment will be returned as a taxable distribution.

Although dividends generally will be treated as distributed when paid,
dividends which are declared in October, November, or December to shareholders
of record in such a month, but which, for operational reasons, may not be paid
to the shareholder until the following January, will be treated for tax purposes
as if paid by a Fund and received by the shareholder on December 31 of the year
declared.

The sale of shares of the Funds is a taxable event and may result in a
capital gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
the Funds and any other fund in the Delaware Group. Any loss incurred on a sale
or exchange of Fund shares that had been held for six months or less will be
treated as long-term capital loss to the extent of capital gains dividends
received with respect to such shares. All or a portion of the sales charge
incurred in acquiring a Fund's shares will be excluded from the federal tax
basis of any of such shares sold or exchanged within 90 days of their purchase
(for purposes of determining gain or loss upon sale of such shares) if the sale
proceeds are reinvested in such Fund or in another fund in the Delaware Group of
funds and a sales charge that would otherwise apply to the reinvestment is
reduced or eliminated. Any portion of such sales charge excluded from the tax
basis of the shares sold will be added to the tax basis of the shares acquired
in the reinvestment.

A Fund may be subject to foreign withholding taxes on income from
certain of its foreign securities. If more than 50% in value of the total assets
of a Fund at the end of its fiscal year are invested in securities of foreign
corporations, the Fund may elect to pass-through to its shareholders a pro-rata
share of foreign income taxes paid by the Fund. If this election is made,
shareholders will be (i) required to include in their gross income their
pro-rata share of foreign source income (including any foreign taxes paid by the
Fund), and (ii) entitled to either deduct (as an itemized deduction in the case
of individuals) their share of such foreign taxes in computing their taxable
income or to claim a credit for such taxes against their U.S. income tax,
subject to

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<PAGE> 59

certain limitations under the Code. Shareholders will be informed by a Fund at
the end of each calendar year regarding the availability of any credits on and
the amount of foreign source income to be included in their income tax returns.

The automatic conversion of Class B Shares into Class A Shares at the
end of approximately eight years after purchase will be tax-free for federal tax
purposes. See Automatic Conversion of Class B Shares under Classes of Shares.

In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions. Distributions of interest income and capital gains
realized from certain types of U.S. government securities may be exempt from
state personal income taxes. Shares of each Fund are exempt from Pennsylvania
county personal property taxes.

Each year, Global Funds, Inc. will mail to you information on the tax
status of the dividends and distributions paid by the Fund in which you hold
shares. Shareholders will also receive each year information as to the portion
of dividend income, if any, that is derived from U.S. government securities that
are exempt from state income tax. Of course, shareholders who are not subject to
tax on their income would not be required to pay tax on amounts distributed to
them by a Fund.

Global Funds, Inc. is required to withhold 31% of taxable dividends,
capital gains distributions, and redemptions paid to shareholders who have not
complied with IRS taxpayer identification regulations. You may avoid this
withholding requirement by certifying on your Investment Application your proper
Taxpayer Identification Number and by certifying that you are not subject to
backup withholding.

See Accounting and Tax Issues and Distributions and Taxes in Part B for
additional information on tax matters relating to each Fund and its
shareholders.

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<PAGE> 60

CALCULATION OF OFFERING PRICE AND NET ASSET VALUE PER SHARE

The net asset value ("NAV") per share is computed by adding the value
of all securities and other assets in a Fund's portfolio, deducting any
liabilities of that Fund (expenses and fees are accrued daily) and dividing by
the number of that Fund's shares outstanding. Portfolio securities for which
market quotations are available are priced at market value. Debt securities are
priced at fair value by an independent pricing service using methods approved by
Global Funds, Inc.'s Board of Directors. Short-term investments having a
maturity of less than 60 days are valued at amortized cost, which approximates
market value. All other securities are valued at their fair value as determined
in good faith and in a method approved by Global Funds, Inc.'s Board of
Directors.

Class A Shares are purchased at the offering price per share, while
Class B Shares and Class C Shares are purchased at the NAV per share. The
offering price per share of Class A Shares consists of the NAV per share next
computed after the order is received, plus any applicable front-end sales
charges.

The offering price and NAV 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.

A Fund's portfolio securities, from time to time, may be listed
primarily on foreign exchanges which trade on days when the New York Stock
Exchange is closed (such as Saturday). As a result, the net asset value of a
Fund may be significantly affected by such trading on days when shareholders
have no access to the 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 International Trend Fund Institutional Class, Global Bond Fund
Institutional Class, Global Assets Fund Institutional Class, and Emerging
Markets Fund Institutional Class will not incur any of the expenses under Global
Funds, Inc.'s 12b-1 Plans, and Class A, Class B and Class C Shares of each Fund
alone will bear the 12b-1 Plan expenses payable under their respective Plans.
Due to the specific distribution expenses and other costs that will be allocable
to each class, the NAV of each class of a Fund will vary.

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<PAGE> 61

MANAGEMENT OF THE FUNDS

DIRECTORS

The business and affairs of Global Funds, Inc. are managed under the
direction of its Board of Directors. Part B contains additional information
regarding Global Funds, Inc.'s directors and officers.

INVESTMENT MANAGER AND SUB-ADVISER

Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") furnishes investment management services to each Fund. Delaware
International is affiliated with Delaware Management Company, Inc. ("Delaware,"
or "Sub-Adviser"), which manages the U.S. securities portion of Global Assets
Fund. The Manager has offices located at Veritas House, 125 Finsbury Pavement,
London, England EC2A 1NQ.

Delaware and its predecessors have been managing the funds in the
Delaware Group since 1938. On November 30, 1996, Delaware and its affiliates,
including Delaware International, were managing in the aggregate more than $32
billion in assets in various institutional or separately managed (approximately
$20,311,203,919) and investment company (approximately $11,765,348,126)
accounts.

Delaware is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. ("DMH"). Delaware International is also controlled by DMH through
several subsidiaries. On April 3, 1995, a merger between DMH and a wholly owned
subsidiary of Lincoln National Corporation ("Lincoln National") was completed.
DMH and the Manager 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. In connection with the merger, new Investment Management Agreements
between Global Funds, Inc., on behalf of Global Assets Fund and Global Bond Fund
and the Manager, and a new Sub- Advisory Agreement between the Manager on behalf
of Global Assets Fund and the Sub-Adviser, were executed following shareholder
approval. The Manager has also entered into Investment Management Agreements
with Global Funds, Inc. on behalf of International Trend Fund and Emerging
Markets Fund.

The Manager manages each Fund's investments and for its services, the
Manager is paid an annual fee equal to 0.75% of a Fund's average daily net
assets in the case of Global Bond Fund and Global Assets Fund and 1.25% of the
average daily net assets of International Trend Fund and Emerging Markets Fund.

Delaware International has elected voluntarily to waive that portion,
if any, of the annual management fees payable by International Trend Fund and
Emerging Markets Fund and to reimburse expenses to the extent necessary to
ensure that the Total Operating Expenses (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, but inclusive of 12b-1 fees)
of Class A Shares of these Funds do not exceed 2.00% and each of the Class B and
Class C shares of the Funds do not exceed 2.70%. This voluntary waiver,
originally in place through November 30, 1996 for Emerging Markets Fund, has
been extended through May 31, 1997, and will be in place for International Trend
Fund through December 31, 1997.

Delaware International has elected voluntarily to waive that portion,
if any, of the annual management fees payable by Global Bond Fund and Global
Assets Fund and to reimburse expenses to the extent necessary to ensure that the
Total Operating Expenses (exclusive of taxes, interest, brokerage commissions
and extraordinary expenses, but inclusive of 12b-1 fees) of each of the Class A
Shares of these Funds do not exceed 1.25% and of

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<PAGE> 62

each of the Class B Shares and Class C Shares of these Funds do not exceed 1.95%
through November 30, 1996. This voluntary waiver has been extended through May
31, 1997.

The investment management fees paid to Delaware International, while
higher than the advisory fees paid by other mutual funds in general, are
comparable to fees paid by other mutual funds with similar objectives and
policies.

With respect to Global Bond Fund, Global Assets Fund and Emerging
Markets Fund, the investment management fees earned for the fiscal year ended
November 30, 1996 were 0.70%, 0.73% and 0.58% (annualized) of average daily net
assets and no fees were paid as a result of the voluntary waivers. The fees
earned for the Emerging Markets Fund were for the period June 10, 1996 (date of
initial public offering) through November 30, 1996. No fees were earned with
respect to International Trend Fund, which has not commenced investment
operations.

Subject to the overall supervision of the Manager, the Sub-Adviser
manages the U.S. securities portion of Global Assets Fund's portfolio and
furnishes the Manager with investment recommendations, asset allocation advice,
research and other investment services with respect to U.S. securities. For the
services provided to the Manager, the Manager pays the Sub-Adviser a monthly fee
equal to 25% of the fee paid to the Manager under the terms of the Investment
Management Agreement.

Clive A. Gillmore has primary responsibility for making day-to-day
investment decisions for International Trend Fund, Global Assets Fund and
Emerging Markets Fund. He has been the senior portfolio manager for these Funds
since their inception. A graduate of the University of Warwick and having begun
his career at Legal and General Investment Management, Mr. Gillmore joined the
Delaware Group in 1990 after eight years of investment experience. His most
recent position prior to joining the Delaware Group was as a Pacific Basin
equity analyst and senior portfolio manager for Hill Samuel Investment Advisers
Ltd. Mr. Gillmore completed the London Business School Investment program.

In making investment decisions for these Funds, Mr. Gillmore regularly
consults with an international equity team of nine members, five of whom
research the Pacific Basin and four of whom research the European Markets. Mr.
Gillmore also regularly consults with David G. Tilles. Mr. Tilles, who is Chief
Investment Officer for Delaware International, is a graduate of the University
of Warwick with a BS in management sciences. Before joining the Delaware Group
in 1990, he was Chief Investment Officer of Hill Samuel Investment Advisers Ltd.
He is a member of the Institute of Investment Management & Research and the
Operational Research Society. In addition to the above team, Mr. Gillmore
consults regularly with Robert Akester. Prior to joining Delaware in 1996 as a
Senior Portfolio Manager, Mr. Akester, who began his investment career in 1969,
was most recently a Director of Hill Samuel Investment Advisers Ltd., which he
joined in 1985. His prior experience included working as a Senior Analyst and
head of the South-East Asian Research team at James Capel, and as a Fund Manager
at Prudential Assurance Co., Ltd. Mr. Akester holds a BS in Statistics and
Economics from University College, London and is an associate of the Institute
of Actuaries, with a certificate in Finance and Investment.

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<PAGE> 63

manager for Midlantic Bank in Edison, New Jersey, where he managed an equity
mutual fund and three commingled funds. Mr. Burwell is a CFA charterholder.

In making investment decisions for this Fund, Mr. Burwell regularly
consults with Wayne A. Stork and Richard G. Unruh, Jr. Mr. Stork is Chairman of
the Board and Director of Delaware, the Manager and Global Funds, Inc. He is a
graduate of Brown University and attended New York University's Graduate School
of Business Administration. Mr. Stork joined the Delaware Group in 1962 and has
served in various executive capacities at different times within the Delaware
organization. A graduate of Brown University, Mr. Unruh received his MBA from
the University of Pennsylvania's Wharton School and joined the Delaware Group in
1982 after 19 years of investment management experience with Kidder, Peabody &
Co. Inc. Mr. Unruh was named an Executive Vice President of Global Funds, Inc.
in 1994. He is also a member of the Board of Directors of Delaware and the
Manager and was named an Executive Vice President of Delaware in 1994.

Paul A. Matlack and Gerald T. Nichols have responsibility for making
investment decisions for the high-yield securities portion of Global Assets
Fund. They have had such responsibility since this Fund's inception. Mr. Matlack
is a CFA charterholder and a graduate of the University of Pennsylvania with an
MBA in Finance from George Washington University. He began his career at Mellon
Bank as a credit specialist, and later served as a corporate loan officer for
Mellon Bank and then Provident National Bank. Mr. Nichols is a graduate of the
University of Kansas, where he received a BS in Business Administration and an
MS in Finance. Prior to joining the Delaware Group, he was a high yield credit
analyst at Waddell & Reed, Inc. and subsequently the investment officer for a
private merchant banking firm. He is a CFA charterholder.

In making investment decisions for this Fund, Mr. Matlack and Mr.
Nichols regularly consult with Paul E. Suckow. Mr. Suckow is Delaware's Chief
Investment Officer for Fixed-Income. He is a CFA charterholder and a graduate of
Bradley University with an MBA from Western Illinois University. Mr. Suckow was
a fixed-income portfolio manager at the Delaware Group from 1981 to 1985. He
returned to the Delaware Group in 1993 after eight years with Oppenheimer
Management Corporation, where he served as Executive Vice President and Director
of Fixed Income.

Ian G. Sims and Christopher A. Moth have primary responsibility for
making day-to-day investment decisions for Global Bond Fund. Mr. Sims has been
the senior portfolio manager for this Fund since its inception. Mr. Sims is a
graduate of the University of Newcastle-Upon-Tyne. He joined Delaware
International in 1990 as a senior international fixed-income and currency
manager. Mr. Sims began his investment career with the Standard Life Assurance
Co., and subsequently moved to the Royal Bank of Canada Investment Management
International Company, where he was an international fixed-income manager. Prior
to joining Delaware International, he was a senior fixed-income and currency
portfolio manager with Hill Samuel Investment Advisers Ltd. Mr. Moth became
Co-Manager of this Fund in January 1997. Mr. Moth is a graduate of The City
University London. Mr. Moth joined Delaware in 1992. He previously worked at the
Guardian Royal Exchange in an actuarial capacity where he was responsible for
technical analysis, quantitative models and projections. Mr. Moth has been
awarded the certificate in Finance & Investment from the Institute of Actuaries
in London.

In making investment decisions for Global Bond Fund, Mr. Sims and Mr.
Moth regularly consult with Hywel Morgan. Mr. Morgan was educated at the
University of Wales and was subsequently an Economics Lecturer at Dundee
University. Prior to joining Delaware International, he was Associate Director
of the international fixed-income department and head of the credit review
committee at Hill Samuel Investment Management responsible for over $500 million
in multi-currency fixed interest accounts. His prior experience

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included working as an economic adviser for Credit Suisse and the Economic
Intelligence Unit. Mr. Morgan started his business career as a Corporate
Economist & Strategist at Ford of Europe and Esso Petroleum.

PORTFOLIO TRADING PRACTICES

Each Fund normally will not invest for short-term trading purposes.
However, each Fund may sell securities without regard to the length of time they
have been held. The degree of portfolio activity will affect brokerage costs of
each Fund and may affect taxes payable by such Fund's shareholders to the extent
that net capital gains are realized. Given each Fund's investment objective, it
is anticipated that the portfolio turnover rate of each Fund will not exceed
100%. During the past two fiscal years, the portfolio turnover rates for each
Fund (except International Trend Fund, which is new) were as follows:

<TABLE>
<CAPTION>
NOVEMBER 30
1996 1995
---- ----
<S> <C> <C>
Global Bond Fund 42% 98%*
Global Assets Fund 34% 57%*
Emerging Markets Fund 36%* N/A
</TABLE>

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

* Annualized.

The Manager and the Sub-Adviser use their best efforts to obtain the
best available price and most favorable execution for portfolio transactions.
Orders may be placed with brokers or dealers who provide brokerage and research
services to the Manager and the Sub-Adviser or their advisory clients. These
services may be used by the Manager and the Sub-Adviser in servicing any of
their respective accounts. Subject to best price and execution, the Manager and
the Sub-Adviser may consider a broker/dealer's sales of a Fund's shares in
placing portfolio orders and may place orders with broker/dealers that have
agreed to defray certain Fund expenses such as custodian fees.

PERFORMANCE INFORMATION

From time to time, each Fund may quote total return performance of its
Classes in advertising and other types of literature. Global Bond Fund may also
quote the yield of its Classes in advertising and sales literature.

The current yield for each Class of Global Bond Fund will be calculated
by dividing the annualized net investment income earned by the Class during a
recent 30-day period by the maximum offering price per share on the last day of
the period. The yield formula provides for semi-annual compounding which assumes
that net investment income is earned and reinvested at a constant rate and
annualized at the end of a six-month period.

Total return will be based on a hypothetical $1,000 investment,
reflecting the reinvestment of all distributions at net asset value and: (i) in
the case of Class A Shares, the impact of the maximum front-end sales charge at
the beginning of each specified period; and (ii) in the case of Class B Shares
and Class C Shares, the deduction of any applicable CDSC at the end of the
relevant period. Each presentation will include the average annual total return
for one-, five- and ten-year or life of fund periods, as relevant. Each Fund may
also advertise aggregate and average total return information concerning a Class
over additional periods of time. 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. In this case, such total return information would
be more favorable than

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<PAGE> 65

total return information that includes deductions of the maximum front-end sales
charge or any applicable CDSC.

Because securities prices fluctuate, investment results of the Classes
will fluctuate over time. Past performance is not a guarantee of future results.

DISTRIBUTION (12b-1) AND SERVICE

The Distributor, Delaware Distributors, L.P., serves as the national
distributor for each Fund's shares under separate Distribution Agreements dated
April 3, 1995, as amended on November 29, 1995. Delaware Distributors L.P.
serves as the national distributor of Emerging Markets Fund's shares and
International Trend Fund's shares under Distribution Agreements with Global
Funds, Inc. dated May 1, 1996 and ______________, 1997.

Global Funds, Inc. has adopted a separate distribution plan under Rule
12b-1 for each of the Class A Shares, Class B Shares and Class C Shares of the
Funds (the "Plans"). Each Plan permits a Fund to which the Plan relates to pay
the Distributor from the assets of its respective Classes a monthly fee for the
Distributor's services and expenses in distributing and promoting sales of
shares.

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, holding special promotions
for specified periods of time, and paying distribution and maintenance fees to
brokers, dealers and others. In connection with the promotion of shares of the
Classes, the Distributor may, from time to time, pay to participate in
dealer-sponsored seminars and conferences, and reimburse dealers for expenses
incurred in connection with preapproved seminars, conferences and advertising.
The Distributor may pay or allow additional promotional incentives to dealers as
part of preapproved sales contests and/or to dealers who provide extra training
and information concerning a Class and increase sales of the Class. In addition,
each Fund may make payments from the 12b-1 Plan fees of its respective Classes
directly to others, such as banks, who aid in the distribution of Class shares
or provide services in respect of such Classes, pursuant to service agreements
with Global Funds, Inc.

The 12b-1 Plan expenses relating to each of the Class B Shares and
Class C Shares of the Funds are also used to pay the Distributor for advancing
the commission costs to dealers with respect to the initial sale of such shares.

The aggregate fees paid by a Fund from the assets of the respective
Classes to the Distributor and others under the Plans may not exceed (i) 0.30%
of a Class A Shares' average daily net assets in any year, and (ii) 1% (0.25% of
which are service fees to be paid by the Fund to the Distributor, dealers and
others, for providing personal service and/or maintaining shareholder accounts)
of each Fund's Class B Shares' and the Class C Shares' average daily net assets
in any year. The Class A, Class B and Class C Shares will not incur any
distribution expenses beyond these limits, which may not be increased without
shareholder approval.

While payments pursuant to the Plans may not exceed 0.30% annually with
respect to each Fund's Class A Shares, and 1% annually with respect to each
Fund's Class B Shares and Class C Shares, the Plans do not limit fees to amounts
actually expended by the Distributor. It is therefore possible that the
Distributor may realize a profit in any particular year. However, the
Distributor currently expects that its distribution expenses will likely equal
or exceed payments to it under the Plans. The Distributor may, however, incur
such additional expenses and make additional payments to dealers from its own
resources to promote the distribution of shares

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<PAGE> 66

of the Classes. The monthly fees paid to the Distributor under the Plans are
subject to the review and approval of Global Funds, Inc.'s unaffiliated
directors, who may reduce the fees or terminate the Plans at any time.

The Plans do not apply to the Institutional Class of shares of any
Fund. Those shares are not included in calculating the Plans' fees, and the
Plans are not used to assist in the distribution and marketing of the shares of
the Institutional Class of any Fund.

The Distributor and the Transfer Agent are also indirect, wholly owned
subsidiaries of DMH.

EXPENSES

<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS C SHARES

<S> <C> <C> <C>
Global Bond Fund 1.25% 1.95% 1.95%
Global Assets Fund 1.25% 1.95% 1.95%
</TABLE>

The ratios of operating expenses to average daily net assets for Class
A Shares, Class B Shares and Class C Shares of International Trend Fund and
Emerging Markets Fund are expected to be as follows:

<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS C SHARES

<S> <C> <C> <C>
International Trend Fund ____% ____% ____%
Emerging Markets Fund 2.00% 2.70% 2.70%
</TABLE>

The ratios reflect the impact of each Class' 12b-1 Plan and the
voluntary waiver and payment of fees noted above.

Global Funds, Inc. is an open-end management investment company.
Commonly known as a mutual fund, Global Funds, Inc. was organized as a Maryland
corporation on May 30, 1991. Global Funds, Inc. currently offers six series of
shares - International Equity Series, International Trend Series, Global Bond
Series, Global Assets Series, Emerging Markets Series and Global Equity Series.
Fund shares have a par value of $.01 and when issued will be fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
The shares have no preference as to conversion, exchange, dividends, retirement
or other features and have no preemptive rights. Each Fund will vote separately
on any matter which affects only that Fund. Shares of each Fund have a priority
over shares of any other fund of Global Funds, Inc. in the assets and income of
that Fund.

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<PAGE> 67

Global Funds, Inc.'s shares have noncumulative voting rights which
means that the holders of more than 50% of Global Funds, Inc.'s shares voting
for the election of directors can elect 100% of the directors if they choose to
do so. Under Maryland law, Global Funds, Inc. is not required, and does not
intend, to hold annual meetings of shareholders unless, under certain
circumstances, it is required to do so under the 1940 Act. Shareholders of 10%
or more of Global Funds, Inc.'s outstanding shares may request that a special
meeting be called to consider the removal of a director.

In addition to Class A Shares, Class B Shares and Class C Shares,
International Trend Fund, Global Bond Fund, Global Assets Fund and Emerging
Markets Fund offer International Trend Fund Institutional Class, Global Bond
Fund Institutional Class, Global Assets Fund Institutional Class and Emerging
Markets Fund Institutional Class, respectively. Shares of each Class represent
proportionate interests in the assets of the respective Fund and have the same
voting and other rights and preferences as the other classes of that Fund,
except that shares of the Institutional Class of any Fund are not subject to,
and may not vote on matters affecting, the Distribution Plans under Rule 12b-1
relating to Class A, Class B and Class C Shares of that Fund. Similarly, as a
general matter, the shareholders of Class A Shares, Class B Shares and Class C
Shares may vote only on matters affecting the 12b-1 Plan that relates to the
class of shares that they hold. However, Class B Shares of a Fund may vote on
any proposal to increase materially the fees to be paid by that Fund under the
12b-1 Plan relating to Class A Shares.

It is expected that Lincoln National Corporation Employees' Retirement
Trust (the "Trust") will make an initial investment in International Trend Fund,
which could result in the Trust holding up to 100% of the outstanding shares of
this Fund. Subject to certain limited exceptions, there would be no limitation
on the Trust's ability to redeem its shares of this Fund and it may elect to do
so at any time.

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<PAGE> 68

OTHER INVESTMENT POLICIES AND RISK CONSIDERATIONS

REPURCHASE AGREEMENTS

Each Fund also may use repurchase agreements that are at least 100%
collateralized by securities in which the Fund can invest directly, including
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. Repurchase agreements help a Fund to invest cash on a
temporary basis. A Fund may invest cash balances in joint repurchase agreements
with other Delaware Group funds. Under a repurchase agreement, a Fund acquires
ownership and possession of a security, and the seller agrees to buy the
security back at a specified time and higher price. Repurchase agreements
involve the risks of loss if a seller defaults on its obligations under the
agreements. If the seller is unable to repurchase the security, the Fund could
experience delays in liquidating the securities. To minimize this possibility,
the Manager, pursuant to direction from the Global Funds, Inc.'s Board of
Directors, considers the creditworthiness of banks and dealers when entering
into repurchase agreements.

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.

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, and the borrower would fail to return the borrowed security.
Therefore, each Fund will only enter into loan arrangements after a review of
all pertinent facts by the Manager, subject to overall supervision by 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. In addition, a Fund will require borrowers to deliver
collateral to the Fund before lending securities. Creditworthiness will be
monitored on an ongoing basis by the Manager.

BORROWINGS

Each Fund may borrow money as a temporary measure for extraordinary
purposes or to facilitate redemptions. A Fund will not borrow money in excess of
one-third of the value of its net assets. A Fund has no intention of increasing
its net income through borrowing. Any borrowing will be done from a bank and, to
the extent that such borrowing exceeds 5% of the value of the 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 U.S.
Securities and Exchange Commission 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, or issue senior securities as defined in the 1940 Act, except
for notes to banks. Investment securities will not be purchased while a Fund has
an outstanding borrowing.

RULE 144A SECURITIES

While maintaining oversight, the Board of Directors of Global Funds,
Inc. has delegated to the Manager the day-to-day functions of determining
whether or not individual Rule 144A Securities are liquid for purposes of each
Fund's limitation on investments in illiquid assets (10% for Global Bond and
Global Assets Funds, and 15% for International Trend and Emerging Markets
Funds). The Board has instructed the Manager to consider the following factors
in determining the liquidity of a Rule 144A Security: (i) the frequency of
trades and trading volume for the security; (ii) whether at least three dealers
are willing to purchase or sell the security and the number of potential
purchasers; (iii) whether at least two dealers are making a market in the
security;

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<PAGE> 69

and (iv) the nature of the security and the nature of the marketplace trades
(e.g., the time needed to dispose of the security, the method of soliciting
offers, and the mechanics of transfer).

If the Manager determines that a Rule 144A Security which was
previously determined to be liquid is no longer liquid and, as a result, a
Fund's holdings of illiquid securities exceed a Fund's 15% limitation on
investments in such securities, the Manager will determine what action to take
to ensure that the Fund continues to adhere to its respective limitation.

INVESTMENT COMPANY SECURITIES

Any investments that the Funds make in either closed-end or open-end
investment companies will be limited by the 1940 Act, and would involve an
indirect payment of a portion of the expenses, including advisory fees, of such
other investment companies. Under the 1940 Act's limitations, a Fund may not (1)
own more than 3% of the voting stock of another investment company; (2) invest
more than 5% of the Fund's total assets in the shares of any one investment
company; nor (3) invest more than 10% of the Fund's total assets in shares of
other investment companies. These percentage limitations also apply to the
Funds' investments in unregistered investment companies.

ZERO COUPON SECURITIES

Global Bond Fund, Global Assets Fund and Emerging Markets Fund may also
invest in zero coupon bonds. The market prices of zero coupon securities are
generally more volatile than the market prices of securities that pay interest
periodically and are likely to respond to changes in interest rates to a greater
degree than do non-zero coupon securities having similar maturities and credit
quality. Current federal income tax law requires that a holder of a taxable zero
coupon security report as income each year the portion of the original issue
discount of such security that accrues that year, even though the holder
receives no cash payments of interest during the year. The Fund has qualified as
a regulated investment company under the Code. Accordingly, during periods when
a Fund receives no interest payments on its zero coupon securities, it will be
required, in order to maintain its desired tax treatment, to distribute cash
approximating the income attributable to such securities. Such distribution may
require the sale of portfolio securities to meet the distribution requirements
and such sales may be subject to the risk factor discussed above.

FOREIGN CURRENCY TRANSACTIONS

Although the Funds value their assets daily in terms of U.S. dollars,
they do not intend to convert their holdings of foreign currencies into U.S.
dollars on a daily basis. Each Fund will, however, from time to time, purchase
or sell foreign currencies and/or engage in forward foreign currency
transactions in order to expedite settlement of portfolio transactions and to
minimize currency value fluctuations. Each Fund may conduct its foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market or through entering into contracts to
purchase or sell foreign currencies at a future date (i.e., a "forward foreign
currency" contract or "forward" contract). A forward contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract, agreed upon by the
parties, at a price set at the time of the contract. The Funds will convert
currency on a spot basis from time to time, and investors should be aware of the
costs of currency conversion.

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<PAGE> 70

a possible loss resulting from an adverse change in currency exchange rates
during the period between the date the security is purchased or sold and the
date on which payment is made or received.

When the Manager believes that the currency of a particular country may
suffer a significant decline against the U.S. dollar or against another
currency, a Fund may enter into a forward foreign currency 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 the Fund's securities
denominated in such foreign currency.

A Fund will not enter into forward contracts or maintain a net exposure
to such contracts where the consummation of the contracts would obligate the
Fund to deliver an amount of foreign currency in excess of the value of the
Fund's securities or other assets denominated in that currency.

At the maturity of a forward contract, a Fund may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. The Fund may realize a gain or loss from currency
transactions.

A Fund also may purchase and write put and call options on foreign
currencies (traded on U.S. and foreign exchanges or over-the-counter) for
hedging purposes to protect against declines in the U.S. dollar cost of foreign
securities held by the Fund and against increases in the U.S. dollar cost of
such securities to be acquired. Call options on foreign currency written by a
Fund will be covered, which means that the Fund will own the underlying foreign
currency. With respect to put options on foreign currency written by a Fund, the
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 to the amount the Fund will be required to pay upon exercise of
the put.

As in the case of other kinds of options, the writing of an option on
foreign currency will constitute only a partial hedge, up to the amount of the
premium received, and a Fund could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on foreign currency may constitute an effective hedge
against fluctuations in exchange rates, although, in the event of rate movements
adverse to a Fund's position, the Fund may forfeit the entire amount of the
premium plus related transaction costs. See Special Risk Considerations.

OPTIONS

The Manager may employ options techniques in an attempt to protect
appreciation attained and to take advantage of the liquidity available in the
options market. Each Fund may purchase call options on foreign or U.S.
securities and indices and enter into related closing transactions. A Fund may
also purchase put options on such securities and indices and enter into related
closing transactions.

A call option enables the purchaser, in return for the premium paid, to
purchase securities from the writer of the option at an agreed price up to an
agreed date. The advantage is that the purchaser may hedge against an increase
in the price of securities it ultimately wishes to buy or take advantage of a
rise in a particular index. A Fund will only purchase call options to the extent
that premiums paid on all outstanding call options do not exceed 2% of its total
assets.

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<PAGE> 71
A put option enables the purchaser of the option, in return for the
premium paid, to sell the security underlying the option to the writer at the
exercise price during the option period, and the writer of the option has the
obligation to purchase the security from the purchaser of the option. A Fund
will only purchase put options to the extent that the premiums on all
outstanding put options do not exceed 2% of its total assets. The advantage is
that the purchaser can be protected should the market value of the security
decline or should a particular index decline.

An option on a securities index gives the purchaser of the option, in
return for the premium paid, the right to receive from the seller cash equal to
the difference between the closing price of the index and the exercise price of
the option.

Closing transactions essentially let a Fund offset put options or call
options prior to exercise or expiration. If a Fund cannot effect closing
transactions, it may have to hold a security it would otherwise sell or deliver
a security it might want to hold.

In purchasing put and call options, the premium paid by a Fund plus any
transaction costs will reduce any benefit realized by the Fund upon exercise of
the option.

Each Fund may use both Exchange-traded and over-the-counter options.
Certain over-the-counter options may be illiquid. A Fund will only invest in
such options to the extent consistent with its 10% limitation (or, in the case
of the Emerging Markets Fund and the International Trend Fund, its 15%
limitation) on investment in illiquid securities. The Funds will comply with
U.S. Securities and Exchange Commission asset segregation and coverage
requirements when engaging in these types of transactions.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

The principal purpose of the purchase or sale of futures contracts for
a Fund is to protect the Fund against the fluctuations in interest or exchange
rates which otherwise might adversely affect the value of the Fund's portfolio
securities or adversely affect the prices of securities which the Fund intends
to purchase at a later date without actually buying or selling such securities.

Each Fund may enter into contracts for the purchase or sale for future
delivery of securities or foreign currencies. A purchase of a futures contract
means the acquisition of a contractual right to obtain delivery to a Fund of the
securities or foreign currency called for by the contract at a specified price
during a specified future month. When a futures contract is sold, a Fund incurs
a contractual obligation to deliver the securities or foreign currency
underlying the contract at a specified price on a specified date during a
specified future month. To the extent that a Fund invests in futures contracts
and options thereon for other than bona fide hedging purposes, the Fund will not
enter into such transactions if, immediately thereafter, the sum of the amount
of initial margin deposits and premiums paid for open futures options would
exceed 5% of the Fund's total assets, after taking into account unrealized
profits and unrealized losses on such contracts it has entered into; provided,
however, that, in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%.

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<PAGE> 72

to as "initial margin." This amount is maintained by the futures commission
merchant in an account at the 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.

To the extent that interest or exchange rates or securities prices move
in an unexpected direction, a Fund may not achieve the anticipated benefits of
investing in futures contracts and options thereon, or may realize a loss. To
the extent that the Fund purchases an option on a futures contract and fails to
exercise the option prior to the exercise date, it will suffer a loss of the
premium paid. Further, the possible lack of a secondary market could prevent the
Fund from closing out its positions relating to futures.

INTEREST RATE SWAPS

In order to attempt to protect Global Bond Fund's investments from
interest rate fluctuations, the Fund may engage in interest rate swaps. The Fund
intends to use interest rate swaps as a hedge and not as a speculative
investment. Interest rate swaps involve the exchange by the Fund with another
party of their respective rights to receive interest, e.g., an exchange of fixed
rate payments for floating rate payments. For example, if the Fund holds an
interest-paying security whose interest rate is reset once a year, it may swap
the right to receive interest at this fixed rate for the right to receive
interest at a rate that is reset daily. Such a swap position would offset
changes in the value of the underlying security because of subsequent changes in
interest rates. This would protect the Fund from a decline in the value of the
underlying security due to rising rates, but would also limit its ability to
benefit from falling interest rates.

The Fund may enter into interest rate swaps on either an asset-based or
liability-based basis, depending upon whether it is hedging its assets or its
liabilities, and will usually enter into interest rate swaps on a net basis,
i.e., the two payment streams are netted out, with the Fund receiving or paying,
as the case may be, only the net amount of the two payments. Inasmuch as these
hedging transactions are entered into for non-speculative purposes and not for
the purpose of leveraging the Fund's investments, the Manager and the Fund
believe such obligations do not constitute senior securities and, accordingly,
will not treat them as being subject to its borrowing restrictions. The net
amount of the excess, if any, of the Fund's obligations over its entitlement
with respect to each interest rate swap will be accrued on a daily basis and an
amount of cash or high-quality liquid securities having an aggregate net asset
value at least equal to the accrued excess will be maintained in a segregated
account by the Custodian Bank. If the Fund enters into an interest rate swap on
other than a net basis, the Fund would maintain a segregated account in the full
amount accrued on a daily basis of the Fund's obligations with respect to the
swap.

The use of interest rate swaps by Global Bond Fund involves investment
techniques and risks different from those associated with ordinary portfolio
securities transactions. If the Manager is incorrect in its forecasts of market
values, interest rates and other applicable factors, the investment performance
of the Fund will be less favorable than it would have been if this investment
technique were never used. Interest rate swaps do not involve the delivery of
securities or other underlying assets or principal. Thus, if the other party to
an interest rate swap defaults, the Fund's risk of loss consists of the net
amount of interest payments that the Fund is contractually entitled to receive.

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<PAGE> 73

DIVERSIFICATION

While Global Bond, Global Assets and Emerging Markets Funds each intend
to seek to qualify as a "diversified" investment company under provisions of
Subchapter M of the Code, none of these Funds will be diversified under the 1940
Act. Thus, while at least 50% of each such Fund's total assets will be
represented by cash, cash items, and other securities limited in respect of any
one issuer to an amount not greater than 5% of the Fund's total assets, it will
not satisfy the 1940 Act requirement in this respect, which applies that test to
75% of the Fund's assets. A nondiversified portfolio is believed to be subject
to greater risk because adverse effects on the portfolio's security holdings may
affect a larger portion of the overall assets.

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<PAGE> 74

APPENDIX A
INTERNATIONAL TREND FUND, GLOBAL ASSETS FUND AND EMERGING MARKETS FUND
ILLUSTRATIONS OF HYPOTHETICAL RETURNS ON INVESTMENTS BASED ON PURCHASE OPTION
$10,000 PURCHASE

<TABLE>
<CAPTION>
Scenario 1 Scenario 2
No Redemption Redeem 1st Year
-------------------------------------------------- --------------------------------------
Year Class A Class B Class C Class A Class B Class C
----
<S> <C> <C> <C> <C> <C> <C>
0 9,525 10,000 10,000 9,525 10,000 10,000
1 10,478 10,930 10,930 10,478 10,530 10,830+
2 11,525 11,946 11,946
3 12,678 13,058 13,058
4 13,946 14,272 14,272
5 15,340 15,599 15,599
6 16,874 17,050 17,050
7 18,562 18,636 18,636
8 20,418+ 20,369 20,369
9 22,459 22,405* 22,263
10 24,705 24,646* 24,333
</TABLE>

<TABLE>
<CAPTION>
Scenario 3 Scenario 4
Redeem 3rd Year Redeem 5th Year
------------------------------------- ------------------------------------
Year Class A Class B Class C Class A Class B Class C
----
<S> <C> <C> <C> <C> <C> <C>
0 9,525 10,000 10,000 9,525 10,000 10,000
1 10,478 10,930 10,930 10,478 10,930 10,930
2 11,525 11,946 11,946 11,525 11,946 11,946
3 12,678 12,758 13,058+ 12,678 13,058 13,058
4 13,946 14,272 14,272
5 15,340 15,399 15,599+
6
7
8
9
10
</TABLE>

*This assumes that Class B Shares were converted to Class A Shares at the end of
the eighth year.

$250,000 PURCHASE

<TABLE>
<CAPTION>
Scenario 1 Scenario 2
No Redemption Redeem 1st Year
- -------------------------------------------------- ------------------------------------
Year Class A Class B Class C Class A Class B Class C
- ----
<S> <C> <C> <C> <C> <C> <C>
0 243,750 250,000 250,000 243,750 250,000 250,000
1 268,125 273,250 273,250 268,125 263,250 270,750+
2 294,938 298,662 298,662
3 324,431 326,438 326,438
4 356,874+ 356,797 356,797
5 392,562 389,979 389,979
6 431,818 426,247 426,247
7 475,000 465,888 465,888
8 522,500 509,215 509,215
9 574,750 560,137* 556,572
10 632,225 616,150* 608,333
</TABLE>

<TABLE>
<CAPTION>
Scenario 3 Scenario 4
Redeem 3rd Year Redeem 5th Year
------------------------------------ --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Year Class A Class B Class C Class A Class B Class C
- ----
0 243,750 250,000 250,000 243,750 250,000 250,000
1 268,125 273,250 273,250 268,125 273,250 273,250
2 294,938 298,662 298,662 294,938 298,662 298,662
3 324,431 318,938 326,438+ 324,431 326,438 326,438
4 356,874+ 356,797 356,797
5 392,562 384,979 389,979
6
7
8
9
10
</TABLE>

*This assumes that Class B Shares were converted to Class A Shares at the end of
the eighth year.

Assumes a hypothetical return for Class A of 10% per year, a hypothetical return
for Class B of 9.3% for years 1-8 and 10% for years 9-10, and a hypothetical
return for Class C of 9.3% per year. Hypothetical returns vary due to the
different expense structure for each Class and do not represent actual
performance.
Class A purchase subject to appropriate sales charge breakpoint (4.75% @
$10,000; 3.75% @ $100,000; 2.50% @ $250,000).
Class B purchase assessed appropriate CDSC upon redemption (4%-4%-3%-3%-2%-1%
in years 1-2-3-4-5-6).
Class C purchase assessed 1% CDSC upon redemption in year 1.
Figures marked "+" identify which Class offers the greater return potential
based on the investment amount, the holding period and the expense structure of
each Class.

<PAGE> 75

GLOBAL BOND FUND
ILLUSTRATIONS OF HYPOTHETICAL RETURNS ON INVESTMENTS BASED ON PURCHASE OPTION
$10,000 PURCHASE

<TABLE>
<CAPTION>
Scenario 1 Scenario 2
No Redemption Redeem 1st Year
- -------------------------------------------- -------------------------------------
Year Class A Class B Class C Class A Class B Class C
- ----
<S> <C> <C> <C> <C> <C> <C>
0 9,525 10,000 10,000 9,525 10,000 10,000
1 10,192 10,630 10,630 10,192 10,230 10,530+
2 10,905 11,300 11,300
3 11,669 12,012 12,012
4 12,485 12,768 12,768
5 13,359 13,573 13,573
6 14,294 14,428 14,428
7 15,295 15,337 15,337
8 16,366+ 16,303 16,303
9 17,511 17,444* 17,330
10 18,737 18,665* 18,422
</TABLE>

<TABLE>
<CAPTION>
Scenario 3 Scenario 4
Redeem 3rd Year Redeem 5th Year
------------------------------------- -------------------------------------
Year Class A Class B Class C Class A Class B Class C
- ----
<S> <C> <C> <C> <C> <C> <C>
0 9,525 10,000 10,000 9,525 10,000 10,000
1 10,192 10,630 10,630 10,192 10,630 10,630
2 10,905 11,300 11,300 10,905 11,300 11,300
3 11,669 11,712 12,012+ 11,669 12,012 12,012
4 12,485 12,768 12,768
5 13,359 13,373 13,573+
6
7
8
9
10
</TABLE>

*This assumes that Class B Shares were converted to Class A Shares at the end
of the eighth year.

$250,000 PURCHASE

<TABLE>
<CAPTION>
Scenario 1 Scenario 2
No Redemption Redeem 1st Year
------------------------------------- -------------------------------------
Year Class A Class B Class C Class A Class B Class C
- ----
<S> <C> <C> <C> <C> <C> <C>
0 243,750 250,000 250,000 243,750 250,000 250,000
1 260,813 265,750 265,750 260,813 255,750 263,250+
2 279,069 282,492 282,492
3 298,604 300,289 300,289
4 319,507+ 319,207 319,207
5 341,872 339,318 339,318
6 365,803 360,395 360,695
7 391,409 383,418 383,418
8 418,808 407,574 407,574
9 448,124 436,104* 433,251
10 479,493 466,631* 460,546
</TABLE>

<TABLE>
<CAPTION>
Scenario 3 Scenario 4
Redeem 3rd Year Redeem 5th Year
------------------------------------ ------------------------------------
Year Class A Class B Class C Class A Class B Class C
- ----
<S> <C> <C> <C> <C> <C> <C>
0 243,750 250,000 250,000 243,750 250,000 250,000
1 260,813 265,750 265,750 260,813 265,750 265,750
2 279,069 282,492 282,492 279,069 282,492 282,492
3 298,604 292,789 300,289+ 298,604 300,289 300,289
4 319,507+ 319,207 319,207
5 341,872 334,318 339,318
6
7
8
9
10
</TABLE>

*This assumes that Class B Shares were converted to Class A Shares at the end of
the eighth year.

Assumes a hypothetical return for Class A of 7% per year, a hypothetical return
for Class B of 6.3% for years 1-8 and 7% for years 9-10, and a hypothetical
return for Class C of 6.3% per year. Hypothetical returns vary due to the
different expense structure for each Class and do not represent actual
performance.
Class A purchase subject to appropriate sales charge breakpoint (4.75% @
$10,000; 3.75% @ $100,000; 2.50% @ $250,000).
Class B purchase assessed appropriate CDSC upon redemption (4%-4%-3%-3%-2%-1%
in years 1-2-3-4-5-6).
Class C purchase assessed 1% CDSC upon redemption in year 1.
Figures marked "+" identify which Class offers the greater return potential
based on the investment amount, the holding period and the expense structure of
each Class.

<PAGE> 76

APPENDIX B--CLASSES OFFERED

<TABLE>
<CAPTION>
GROWTH OF CAPITAL A CLASS B CLASS C CLASS CONSULTANT CLASS
<S> <C> <C> <C> <C>
Trend Fund x x x -
Enterprise Fund x x x -
DelCap Fund x x x -
Value Fund x x x -
U.S. Growth Fund x x x -
Quantum Fund x x x -

TOTAL RETURN
Devon Fund x x x -
Decatur Total Return Fund x x x -
Decatur Income Fund x x x -
Delaware Fund x x x -
Blue Chip Fund x x x -

INTERNATIONAL DIVERSIFICATION
Emerging Markets Fund x x x -
New Pacific Fund x x x -
International Equity Fund x x x -
International Trend Fund x x x -
World Growth Fund x x x -
Global Assets Fund x x x -
Global Bond Fund x x x -
Global Equity Fund x x x -
International Trend Fund x x x -

CURRENT INCOME
Delchester Fund x x x -
Strategic Income Fund x x x -
Corporate Income Fund x x x -
Federal Bond Fund x x x -
U.S. Government Fund x x x -
Limited-Term Government Fund x x x -

TAX-FREE CURRENT INCOME
Tax-Free Pennsylvania Fund x x x -
Tax-Free USA Fund x x x -
Tax-Free Insured Fund x x x -
Tax-Free USA Intermediate Fund x x x -

MONEY MARKET FUNDS
Delaware Cash Reserve x x x x
U.S. Government Money Fund x - - x
Tax-Free Money Fund x - - x
</TABLE>

<PAGE> 77

APPENDIX C--RATINGS

International Trend Fund may invest up to 15% of its net assets, and
Emerging Markets Fund may invest up to 35% of its assets, in high yield, high
risk foreign fixed income securities and Global Assets Fund has the ability to
invest up to 15% of its net assets in high yield, high risk U.S. fixed-income
securities. The table set forth below shows asset composition, based on rating
categories, of such securities held by Global Assets Fund. Certain securities
may not be rated because the rating agencies were either not asked to provide
ratings (e.g., many issuers of privately placed bonds do not seek ratings) or
because the rating agencies declined to provide a rating for some reason, such
as insufficient data. The table below shows the percentage of Global Assets
Fund's high yield, high risk securities which are not rated. The information
contained in the table was prepared based on a dollar weighted average of the
Fund's portfolio composition based on month end data for the fiscal year ended
November 30, 1996. The paragraphs following the table contain excerpts from
Moody's and S&P's rating descriptions. These credit ratings evaluate only the
safety of principal and interest and do not consider the market value risk
associated with high yield securities.

<TABLE>
<CAPTION>
AVERAGE WEIGHTED
PERCENTAGE OF PORTFOLIO
RATING MOODY'S OF GLOBAL ASSETS FUND
-------------- ---------------------
<S> <C>
Ba/BB 3.34%
B/B 4.10%
Not Rated/Other 0.10%
</TABLE>

General Rating Information

BONDS

Excerpts from Moody's description of its bond ratings: Aaa--judged to
be the best quality. They carry the smallest degree of investment risk;
Aa--judged to be of high quality by all standards; A--possess favorable
attributes and are considered "upper medium" grade obligations; Baa--considered
as medium grade obligations. Interest payments and principal security appear
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time; Ba--judged to
have speculative elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class; B--generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small; Caa--are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest; Ca--represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings; C--the lowest
rated class of bonds and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.

-65-

<PAGE> 78

Excerpts from S&P's description of its bond ratings: AAA--highest grade
obligations. They possess the ultimate degree of protection as to principal and
interest; AA--also qualify as high grade obligations, and in the majority of
instances differ from AAA issues only in a small degree; A--strong ability to
pay interest and repay principal although more susceptible to changes in
circumstances; BBB--regarded as having an adequate capacity to pay interest and
repay principal; BB, B, CCC, CC--regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions; C--reserved
for income bonds on which no interest is being paid; D--in default, and payment
of interest and/or repayment of principal is in arrears.

-66-

<PAGE> 79

SUBJECT TO COMPLETION

<TABLE>
<S> <C>
The Delaware Group includes funds with a ---------------------------------
wide range of investment objectives. Stock
funds, income funds, tax-free funds, money INTERNATIONAL TREND FUND
market funds, global and international funds GLOBAL BOND FUND
and closed-end equity funds give investors GLOBAL ASSETS FUND
the ability to create a portfolio that fits EMERGING MARKETS FUND
their personal financial goals. For more
information, contact your financial adviser ---------------------------------
or call Delaware Group at 800-523-4640.

A CLASS
INVESTMENT MANAGER ---------------------------------
Delaware International Advisers Ltd.
Veritas House
125 Finsbury Pavement B CLASS
London, England EC2A 1NQ ---------------------------------

SUB-ADVISER
Delaware Management Company, Inc. C CLASS
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 P R O S P E C T U S

LEGAL COUNSEL ---------------------------------
Stradley, Ronon, Stevens & Young, LLP
One Commerce Square
Philadelphia, PA 19103 JULY , 1997

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
</TABLE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE> 80

INTERNATIONAL EQUITY FUND PROSPECTUS

JULY , 1997
A CLASS SHARES
B CLASS SHARES
C CLASS SHARES

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

1818 MARKET STREET, PHILADELPHIA, PA 19103

FOR PROSPECTUS AND PERFORMANCE: NATIONWIDE 800-523-4640

INFORMATION ON EXISTING ACCOUNTS: (SHAREHOLDERS ONLY)
NATIONWIDE 800-523-1918

DEALER SERVICES: (BROKER/DEALERS ONLY)
NATIONWIDE 800-362-7500

REPRESENTATIVES OF FINANCIAL INSTITUTIONS:
NATIONWIDE 800-659-2265

This Prospectus describes the shares of the International Equity Series
(the "Fund", or the "International Equity Fund") of Delaware Group Global &
International Funds, Inc. ("Global Funds, Inc."), a professionally- managed
mutual fund of the series type.

International Equity Fund's objective is to achieve long-term growth
without undue risk to principal. The Fund seeks to achieve its objective by
investing primarily in securities that provide the potential for capital
appreciation and income. See Investment Objectives and Strategies.

The Fund offers three retail classes of shares: "Class A Shares,"
"Class B Shares" and "Class C Shares" (individually, a "Class" and collectively,
the "Classes").

This Prospectus relates only to the Classes and sets forth information
that you should read and consider before you invest. Please retain it for future
reference. The Fund's Statement of Additional Information ("Part B" of Global
Funds, Inc.'s registration statement), dated July , 1997, as it may be amended
from time to time, contains additional information about the Fund and has been
filed with the Securities and Exchange Commission. Part B is incorporated by
reference into this Prospectus and is available, without charge, by writing to
Delaware Distributors, L.P. at the above address or by calling the above
numbers. The Fund's financial statements appear in the Annual Report of Global
Funds, Inc. for the fiscal year ended November 30, 1996, which will accompany
any response to requests for Part B.

The Fund also offers an Institutional Class, which is available for
purchase only by certain investors. A prospectus for the Fund's Institutional
Class can be obtained by writing to Delaware Distributors, L.P. at the above
address or by calling the above numbers.

-1-
<PAGE> 81

TABLE OF CONTENTS

COVER PAGE HOW TO BUY SHARES
SYNOPSIS REDEMPTION AND EXCHANGE
SUMMARY OF EXPENSES DIVIDENDS AND DISTRIBUTIONS
FINANCIAL HIGHLIGHTS TAXES
INVESTMENT OBJECTIVE AND STRATEGY CALCULATION OF OFFERING PRICE AND
SUITABILITY NET ASSET VALUE PER SHARE
INVESTMENT STRATEGY MANAGEMENT OF THE FUND
SPECIAL RISK CONSIDERATIONS OTHER INVESTMENT POLICIES AND
THE DELAWARE DIFFERENCE RISK CONSIDERATIONS
PLANS AND SERVICES APPENDIX A--INVESTMENT ILLUSTRATIONS
RETIREMENT PLANNING APPENDIX B--CLASSES OFFERED
CLASSES OF SHARES APPENDIX C--RATINGS

BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING INVESTMENTS. MUTUAL FUNDS
CAN BE A VALUABLE PART OF YOUR FINANCIAL PLAN; HOWEVER, SHARES OF THE FUND ARE
NOT FDIC OR NCUSIF INSURED, ARE NOT GUARANTEED BY ANY BANK OR ANY CREDIT UNION,
ARE NOT OBLIGATIONS OF ANY BANK OR ANY CREDIT UNION, AND INVOLVE INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. SHARES OF THE FUND ARE NOT BANK
OR CREDIT UNION DEPOSITS.

-2-
<PAGE> 82
SYNOPSIS

INVESTMENT OBJECTIVE
The investment objective of International Equity Fund is to achieve
long-term growth without undue risk to principal. This Fund seeks to achieve its
objective by investing primarily in equity securities that provide the potential
for capital appreciation and income. The Fund is an international fund. As such,
at least 65% of the Fund's assets will be invested in equity securities of
issuers organized or having a majority of their assets in or deriving a majority
of their operating income in at least three different countries outside of the
United States.

For further details, see Investment Objectives and Strategies and Other
Investment Policies and Risk Considerations.

RISK FACTORS
Prospective investors should consider a number of factors:

1. Investing in securities of non-United States companies which are
generally denominated in foreign currencies and the utilization of forward
foreign currency exchange contracts involve certain risk and opportunity
considerations not typically associated with investing in United States
companies. See Special Risk Considerations and Other Investment Policies and
Risk Considerations.

2. The Fund has the right to engage in options and futures transactions
for hedging purposes, to counterbalance portfolio volatility. In connection with
futures transactions, the Fund will maintain certain collateral in special
accounts established with futures commission merchants or on their behalf in the
care of The Chase Manhattan Bank (the "Custodian Bank"). While the Fund does not
engage in options and futures for speculative purposes, there are risks which
result from the use of these instruments, and an investor should carefully
review the descriptions of these risks in this Prospectus. Certain options and
futures may be considered to be derivative securities. See Options and Futures
Contracts and Options on Futures Contracts under Other Investment Policies and
Risk Considerations.

3. The Fund may invest in the markets of certain emerging countries.
These markets may be subject to a greater degree of economic, political and
social instability than is the case in the United States, Western European and
other developed markets. See Special Risk Considerations.

INVESTMENT MANAGER, DISTRIBUTOR AND SERVICE AGENT
Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") is the investment manager for the Fund and, in that capacity,
provides investment advice to the Fund, subject to the supervision of Global
Funds, Inc.'s Board of Directors. Delaware Distributors, L.P. (the
"Distributor") is the national distributor for the Fund and for all of the other
mutual funds in the Delaware Group. Delaware Service Company, Inc. (the
"Transfer Agent") is the shareholder servicing, dividend disbursing, accounting
services and transfer agent for the Fund and for all of the other mutual funds
in the Delaware Group. See Summary of Expenses and Management of the Fund for
further information regarding the Manager and the fees payable under the Fund's
Investment Management Agreement.

SALES CHARGES
The price of Class A Shares includes a maximum front-end sales charge
of 4.75% of the offering price, which, based on the net asset values of
International Equity Fund Class A Shares as of the end of the Global Funds,
Inc.'s most recent fiscal year, is equivalent to 4.99% of the amount invested.
The front-end sales charge

-3-
<PAGE> 83
is reduced on certain transactions of at least $100,000 but under $1,000,000.
There is no front-end sales charge on purchases of $1,000,000 or more. Class A
Shares are subject to annual 12b-1 Plan expenses for the life of the investment.

See Classes of Shares and Distribution (12b-1) and Service under
Management of the Fund.

PURCHASE AMOUNTS
Generally, the minimum initial investment in any Class is $1,000.
Subsequent investments generally must be at least $100.

REDEMPTION AND EXCHANGE

Class A Shares of the Fund may be redeemed or exchanged at the net
asset value calculated after receipt of the redemption or exchange request.
Neither the Fund nor the Distributor assesses a charge for redemptions or
exchanges of Class A Shares, except for certain redemptions of shares purchased
at net asset value, which may be subject to a CDSC if a dealer's commission was
paid in connection with such purchases. See Front-End Sales Charge Alternative -
Class A Shares under Classes of Shares.

Class B Shares and Class C Shares may be redeemed or exchanged at the
net asset value calculated after receipt of the redemption or exchange request
subject, in the case of redemptions, to any applicable CDSC. Neither the Fund
nor the Distributor assesses any charges other than the CDSC for redemptions or
exchanges of Class B or Class C Shares. There are certain limitations on an
investor's ability to exchange shares between the various classes of shares that
are offered. See Redemption and Exchange.

OPEN-END INVESTMENT COMPANY
Global Funds, Inc. is an open-end, registered management investment
company and International Equity Fund operates as a diversified fund as defined
under the 1940 Act. Global Funds, Inc. was organized as a Maryland corporation
on May 30, 1991. See Shares under Management of the Fund.

-4-
<PAGE> 84
SUMMARY OF EXPENSES

A general comparison of the sales arrangements and other expenses
applicable to Class A, Class B and Class C Shares of the Fund follows:

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND
CLASS A CLASS B CLASS C
SHAREHOLDER TRANSACTION EXPENSES SHARES SHARES SHARES
- -------------------------------- ------ ------ ------

<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)............................ 4.75% None None

Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)........................... None None None

Maximum Contingent Deferred Sales Charge
(as a percentage of original purchase price or
redemption proceeds, as applicable)............................ None* 4.00%* 1.00%*

Redemption Fees................................................ None** None** None**
</TABLE>

** CoreStates Bank, N.A. currently charges $7.50 per redemption for
redemptions payable by wire.

-5-
<PAGE> 85

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES (AS A CLASS A CLASS B CLASS C
PERCENTAGE OF AVERAGE DAILY NET ASSETS) SHARES SHARES SHARES
- --------------------------------------- ------ ------ ------

<S> <C> <C> <C>
Management Fees
(after voluntary waiver and payment)........................... 0.64%++ 0.64%++ 0.64%++

12b-1 Expenses (including service fees)........................ 0.30%+ 1.00%+ 1.00%+

Other Operating Expenses
(after any voluntary payment).................................. 0.91%++ 0.91%++ 0.91%++
------- ------- -------

Total Operating Expenses
(after voluntary waiver and payment)...................... 1.85%++ 2.55%++ 2.55%++
======= ======= =======
</TABLE>

++ Delaware International has elected voluntarily to waive that portion,
if any, of the annual management fees payable by the Fund and to pay
the Fund's expenses to the extent necessary to ensure that the Total
Operating Expenses (after voluntary waivers and payments) of Class A
Shares of the Fund does not exceed 1.85% and each of the Class B Shares
and Class C Shares does not exceed 2.55% (in all cases, exclusive of
taxes, interest, brokerage commissions and extraordinary expenses, but
inclusive of 12b-1 fees) through May 31, 1997. Absent the voluntary fee
waiver and payments, the Total Operating Expenses are expected to be
1.95% for Class A Shares and 2.65% for Class B shares and Class C
Shares, reflecting Management Fees of 0.75%.

For expense information about the Fund's Institutional Class see the
separate prospectus relating to that class.

-6-
<PAGE> 86

The following example illustrates the expenses that an investor would
pay on a $1,000 investment over various time periods, assuming (1) a 5% annual
rate of return, (2) redemption and no redemption at the end of each time period
and (3) for Class B Shares and Class C Shares, payment of a CDSC at the time of
redemption, if applicable. The following example assumes the voluntary waiver of
the management fee and/or other payment of expenses by the Manager as discussed
in this Prospectus.

<TABLE>
<CAPTION>
ASSUMING REDEMPTION ASSUMING NO REDEMPTION
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES $65(1) $103 $143 $254 $65 $103 $143 $254

CLASS B SHARES $66 $109 $156 $271(2) $26 $ 79 $136 $271(2)

CLASS C SHARES $36 $ 79 $136 $289 $26 $ 79 $136 $289
</TABLE>

(2) At the end of approximately eight years after purchase, Class B Shares
of the Fund will be automatically converted into Class A Shares of the
Fund. The example above assumes conversion of Class B Shares at the end
of the eighth year. However, the conversion may occur as late as three
months after the eighth anniversary of purchase, during which time the
higher 12b-1 Plan fees payable by Class B Shares will continue to be
assessed. Information for the ninth and tenth years reflects expenses
of the Class A Shares. See Automatic Conversion of Class B Shares under
Classes of Shares for a description of the automatic conversion
feature.

The purpose of the above tables is to assist the investor in
understanding the various costs and expenses that an investor in any of the
Classes will bear directly or indirectly.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

-7-
<PAGE> 87
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

The following financial highlights are derived from the financial statements of
International Equity Fund of Delaware Group Global & International Funds, Inc.
and have been audited by Ernst & Young LLP, independent auditors. The data
should be read in conjunction with the financial statements, related notes, and
the report of Ernst & Young LLP covering such financial information and
highlights, all of which are incorporated by reference into Part B. Further
information about the Fund's performance is contained in the Fund's Annual
Report to shareholders. A copy of the Fund's Annual Report (including the report
of Ernst & Young LLP) may be obtained from Global Funds, Inc. upon request at no
charge.

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

-8-
<PAGE> 88
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND
CLASS A SHARES
PERIOD
10/31/91(1)
YEAR ENDED THROUGH
11/30/96 11/30/95 11/30/94 11/30/93 11/30/92 11/30/91

<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........ $12.190 $11.920 $11.250 $9.590 $9.650 $10.000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(4).................... 0.490 0.297 0.140 0.499 0.162 (0.004)
Net Gains (Losses) on Securities
(both realized and unrealized)........ 2.385 0.628 0.895 1.636 (0.172) (0.346)
------- ------- ------- ------- ------ ------
Total From Investment Operations... 2.875 0.925 1.035 2.135 (0.010) (0.350)
------- ------- ------- ------- ------ ------

LESS DISTRIBUTIONS
Dividends from Net Investment Income........ (0.280) (0.185) (0.225) (0.475) (0.050) none
Distributions from Capital Gains............ (0.145) (0.470) (0.140) none none none
Returns of Capital.......................... none none none none none none
------- ------- ------- ------- ------ ------
Total Distributions................ (0.425) (0.655) (0.365) (0.475) (0.050) none
------- ------- ------- ------- ------ ------

Net Asset Value, End of Period.............. $14.640 $12.190 $11.920 $11.250 $9.590 $9.650
======= ======= ======= ======= ====== ======

- ------------
TOTAL RETURN(2)............................. 24.22%(2)(3) 8.17%(2) 9.23%(2)(3) 23.08%(2)(3) (0.15%)(2)(3) (3.50%)(2)(3)
- ------------
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C> <C>
Net Assets, End of Period (000's omitted)........... $89,177 $62,251 $53,736 $31,673 $4,604 $723
Ratio of Expenses to Average Daily Net Assets....... 1.85% 2.07% 1.56% 1.25% 1.25% (1)
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation................... 1.95% 2.07% 1.82% 2.16% 5.67% (1)
Ratio of Net Investment Income to Average Daily
Net Assets........................................ 3.70% 2.57% 1.22% 3.91% 2.44% (1)
Ratio of Net Investment Income to Average Daily
Net Assets
Prior to Expense Limitation................... 3.60% 2.57% 0.96% 3.00% (2.00%) (1)
Portfolio Turnover Rate............................. 9% 21% 27% 24% 12% (1)
Average Commission Rate Paid........................ $0.0243 N/A N/A N/A N/A N/A
</TABLE>

(1) Date of initial public offering; total return has been annualized. The
ratios of expenses and net investment income to average daily net assets
and portfolio turnover have been omitted as management believes such
ratios for this relatively short period are not meaningful.
(2) Does not reflect maximum sales charge that is or was in effect, nor the 1%
Limited CDSC that would apply in the event of certain redemptions within
12 months of purchase. See Contingent Deferred Sales Charge for Certain
Redemptions of Class A Shares Purchased at Net Asset Value under
Redemption and Exchange.

(3) Total return reflects the expense limitations referenced under Summary of
Expenses and Management of the Fund.

(4) The year ended November 30, 1996 per share information was based on the
average share outstanding method.
<PAGE> 89
<TABLE>
<CAPTION>
GLOB-IEF-CHT INTERNATIONAL EQUITY FUND INTERNATIONAL EQUITY FUND
CLASS B SHARES CLASS C SHARES
---------------------------------------- --------------------------
PERIOD PERIOD
YEAR YEAR 9/6/94(1) YEAR 11/29/95(2)
ENDED ENDED THROUGH ENDED THROUGH
11/30/96 11/30/95 11/30/94 11/30/96 11/30/95

<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.. $12.130 $11.900 $12.860 $12.190 $12.240

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income(5).............. 0.398 0.278 0.036 0.400 none
Net Gains (Losses) on Securities
(both realized and unrealized).. 2.377 0.567 (0.966) (2.375) (0.050)
------- ------- ------- ----- ----
Total From Investment
Operations................. 2.775 0.845 (0.930) (2.775) (0.050)
------- ------- ------- ----- ----

LESS DISTRIBUTIONS
Dividends from Net Investment Income.. (0.200) (0.145) (0.030) (0.280) none
Distributions from Capital Gains...... (0.145) (0.470) none (0.145) none
Returns of Capital.................... none none none none none
------- ------- ------- ----- ----
Total Distributions.......... (0.345) (0.615) (0.030) 0.425 none
------- ------- ------- ----- ----

Net Asset Value, End of Period........ $14.560 $12.130 $11.900 $14.540 $12.190
======= ======= ======= ======= =======

- ------------
TOTAL RETURN.......................... 23.38%(3)(4) 7.46%(3) (7.24%)(3)(4) 23.39%(3)(4) (2)
- ------------
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
<S> <C> <C> <C> <C> <C>
Net Assets, End of Period (000's
omitted)............................ $10,878 $3,471 $624 $1,909 $5
Ratio of Expenses to Average Daily
Net Assets...................... 2.55% 2.77% 2.26% 2.55% (2)
Ratio of Expenses to Average Daily
Net Assets
Prior to Expense Limitation..... 2.65% 2.77% 2.52% 2.65% (2)
Ratio of Net Investment Income to
Average Daily Net Assets........ 3.00% 1.87% 0.52% 3.00% (2)
Ratio of Net Investment Income to
Average
Daily Net Assets Prior to
Expense Limitation.............. 2.90% 1.87% 0.26% 2.90% (2)
Portfolio Turnover Rate............... 9% 21% 27% 9% (2)
Average Commission Rate Paid.......... $0.0243 N/A N/A $0.0243 N/A
</TABLE>

(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.
(2) Date of initial public offering. The ratios of expenses and net investment
income to average daily net assets, total return and portfolio turnover
have been omitted as management believes that such ratios, total return
and portfolio turnover for this relatively short period are not
meaningful.
(3) Does not include contingent deferred sales charge which varies from 1% -
4% depending upon the holding period for Class B Shares and 1% for Class C
Shares.

(4) Total return reflects the expense limitations referenced under Summary of
Expenses and Management of the Fund.

(5) The year ended November 30, 1996 per share information was based on the
average share outstanding method.

<PAGE> 90

INVESTMENT OBJECTIVE AND STRATEGY

SUITABILITY
Investors considering an investment in International Equity Fund should
have a long-term investment time frame.

The Fund cannot assure a specific rate of return or that principal will
be protected. The value of the Fund's shares can be expected to move up and down
depending on market conditions. Consequently, appreciation may be obtained in
periods of generally rising markets, while in declining markets the value of the
Fund's shares may decline.

Investments in foreign securities, whether equity or fixed-income,
involve special risks including those related to currency fluctuations, as well
as to political, economic and social situations different from and potentially
more volatile than those in the United States. In addition, the accounting, tax
and financial reporting standards of foreign countries are different from and
may be less reliable or comprehensive than those relating to U.S. securities
issuers. See Special Risk Considerations for a complete discussion of the risk
factors affecting any international investment. For these reasons, the Fund is
not suitable for short-term investors. However, through the cautious selection
and supervision of its portfolio, the Manager will strive to achieve the Fund's
objective.

The Fund may be suitable for investors with a long-term time horizon
who are looking for long-term growth potential from a portfolio of international
securities.

* * *

Ownership of shares of the Fund reduces the bookkeeping and
administrative inconveniences that would be involved with direct purchases of
the securities held in the Fund's portfolio.

Investors should not consider a purchase of shares of the Fund as
equivalent to a complete investment program. The Delaware Group includes a
family of funds, generally available through registered investment dealers,
which may be used together to create a more complete investment program.

INVESTMENT STRATEGY
The objective of International Equity Fund is to achieve long-term
growth without undue risk to principal. The Fund seeks to achieve this objective
by investing primarily in securities that provide the potential for capital
appreciation and income. The Fund is an international fund. Under normal
circumstances, at least 65% of the Fund's assets will be invested in the
securities of issuers organized or having a majority of their assets in or
deriving a majority of their operating income in at least three different
countries outside of the United States. The Fund will attempt to achieve its
objective by investing in a broad range of equity securities including common
stocks, preferred stocks, convertible securities and warrants. The Manager will
employ a dividend discount analysis across country boundaries and will also use
a purchasing power parity approach to identifying currencies and markets that
are overvalued or undervalued relative to the U.S. dollar.

With a dividend discount analysis, the Manager looks at future
anticipated dividends and discounts the value of those dividends back to what
they would be worth if they were being paid today. The Manager uses this
technique to attempt to compare the value of different investments. With a
purchasing power parity

-9-
<PAGE> 91
approach, the Manager attempts to identify the amount of goods and services that
a dollar will buy in the United States and compare that to the amount of a
foreign currency required to buy the same amount of goods and services in
another country. Eventually, currencies should trade at levels that should make
it possible for the dollar to buy the same amount of goods and services overseas
as in the United States. When the dollar buys less, the foreign currency may be
considered to be overvalued. When the dollar buys more, the currency may be
considered to be undervalued. The Fund may also invest in sponsored or
unsponsored American Depositary Receipts, European Depositary Receipts or Global
Depositary Receipts ("Depositary Receipts").

While the Fund may purchase securities in any foreign country,
developed and underdeveloped, or emerging market countries, it is currently
anticipated that the countries in which the Fund may invest will include, but
not be limited to, Canada, Germany, the United Kingdom, France, the Netherlands,
Belgium, Spain, Switzerland, Japan, Australia, Hong Kong and Singapore/Malaysia.
With respect to certain countries, investments by an investment company may only
be made through investments in closed-end investment companies that in turn are
authorized to invest in the securities of such countries. See Investment Company
Securities under Other Investment Policies and Risk Considerations.

For temporary defensive purposes, the Fund may invest all or a
substantial portion of its assets in high quality debt instruments issued by
foreign governments, their agencies, instrumentalities or political
subdivisions, the U.S. government, its agencies or instrumentalities and which
are backed by the full faith and credit of the U.S. government, or issued by
foreign or U.S. companies. For example, the Fund may invest in U.S. fixed-income
markets when the Manager believes that the global equity markets are excessively
volatile or overvalued so that the Fund's objective cannot be achieved in such
markets. Any corporate debt obligations will be rated AA or better by Standard &
Poor's Ratings Group ("S&P"), or Aa or better by Moody's Investors Service, Inc.
("Moody's"), or if unrated, will be determined to be of comparable quality by
the Manager. The Fund may also invest in the securities listed above pending
investment of proceeds from new sales of Fund shares and to maintain sufficient
cash to meet redemption requests.

The Fund may invest in securities issued in any currency and may hold
foreign currency. Securities of issuers within a given country may be
denominated in the currency of another country or in multinational currency
units such as the European Currency Unit ("ECU"). For purposes of the 1940 Act,
the Fund will operate as a diversified fund. The Fund will not concentrate its
investments in any particular industry, which means that the Fund will not
invest 25% or more of its total assets in any one industry.

The Fund's investment objective, Global Funds, Inc.'s designation as an
open-end investment company, the Fund's designation as a diversified fund, and
the Fund's policies concerning portfolio lending, borrowing and concentration
are "fundamental" and may not be changed unless authorized by the vote of a
majority of the Fund's outstanding voting securities. A vote of a "majority of
the outstanding voting securities" is the vote by the holders of the lesser of
a) 67% or more of the Fund's voting securities present in person or represented
by proxy if the holders of more than 50% of the outstanding voting securities of
the Fund are present or represented by proxy; or b) more than 50% of the
outstanding voting securities. Part B lists other more specific investment
restrictions of the Fund which may not be changed without a majority shareholder
vote. A brief discussion of those factors that materially affected the Fund's
performances during its most recently completed fiscal year appears in the
Fund's Annual Report.

The investment policies of the Fund not identified above as
"fundamental" may be changed by the Board of Directors of Global Funds, Inc.
without a shareholder vote. See Special Risk Considerations and Other Investment
Policies and Risk Considerations.

-10-
<PAGE> 92
SPECIAL RISK CONSIDERATIONS

Shareholders should understand that all investments involve risk and
there can be no guarantee against loss resulting from an investment in the
Fund, nor can there be any assurance that the Fund's investment objective will
be attained.

Foreign Securities Risks. The Fund has the right to purchase securities
in any developed, underdeveloped or emerging country. Investors should consider
carefully the substantial risks involved in investing in securities issued by
companies and governments of foreign nations. These risks are in addition to the
usual risks inherent in domestic investments. There is the possibility of
expropriation, nationalization or confiscatory taxation, taxation of income
earned in foreign nations or other taxes imposed with respect to investments in
foreign nations, foreign exchange control (which may include suspension of the
ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.

Further, the Fund may encounter difficulty or be unable to pursue legal
remedies and obtain judgments in foreign courts. Commission rates on securities
transactions in foreign countries, which are sometimes fixed rather than subject
to negotiation as in the United States, are likely to be higher. Further, the
settlement period of securities transactions in foreign markets may be longer
than in domestic markets, and may be subject to administrative uncertainties. In
many foreign countries, there is less government supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies
than in the United States, and capital requirements for brokerage firms are
generally lower. The foreign securities markets of many of the countries in
which the Fund may invest may also be smaller, less liquid and subject to
greater price volatility than those in the United States.

-11-
<PAGE> 93

prior governmental approval, limits on the amount or type of securities held by
foreigners, limits on the types of companies in which foreigners may invest and
prohibitions on foreign investments in issuers or industries deemed sensitive to
national interests. Additional restrictions may be imposed at any time by these
or other countries in which the Fund invests. Also, the repatriation of both
investment income and capital from several foreign countries is restricted and
controlled under certain regulations, including, in some cases, the need for
certain governmental consents. Although these restrictions may in the future
make it undesirable to invest in emerging countries, the Manager does not
believe that any current repatriation restrictions would affect its decision to
invest in such countries. Countries such as those in which the Fund may invest
have historically experienced and may continue to experience, substantial, and
in some periods extremely high rates of inflation for many years, high interest
rates, exchange rate fluctuations or currency depreciation, large amounts of
external debt, balance of payments and trade difficulties and extreme poverty
and unemployment. Other factors which may influence the ability or willingness
to service debt include, but are not limited to, a country's cash flow
situation, the availability of sufficient foreign exchange on the date a payment
is due, the relative size of its debt service burden to the economy as a whole,
its government's policy towards the International Monetary Fund, the World Bank
and other international agencies and the political constraints to which a
government debtor may be subject.

As a result of the foregoing, a foreign governmental issuer may default
on its obligations. If such a default occurs, the Fund may have limited
effective legal recourse against the issuer and/or guarantor. Remedies must, in
some cases, be pursued in the courts of the defaulting party itself, and the
ability of the holder of foreign government and government-related debt
securities to obtain recourse may be subject to the political climate in the
relevant country. In addition, no assurance can be given that the holders of
commercial bank debt will not contest payments to the holders of other foreign
government and government-related debt obligations in the event of default under
their commercial bank loan agreements.

-12-
<PAGE> 94

It is impossible to forecast the market value of portfolio securities
at the expiration of the contract. Accordingly, it may be necessary for the Fund
to purchase additional foreign currency on the spot market (and bear the expense
of such purchase) if the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver (and if a decision is made to
sell the security and make delivery of the foreign currency). Conversely, it may
be necessary to sell on the spot market some of the foreign currency received
upon the sale of the portfolio security if its market value exceeds the amount
of foreign currency the Fund is obligated to deliver.

For additional information about the Fund's investment policies and
certain risks associated with investments in certain types of securities,
including purchasing put and call options, futures contracts and options
thereon, and options on foreign currencies, see Other Investment Policies and
Risk Considerations.

-13-
<PAGE> 95

THE DELAWARE DIFFERENCE

PLANS AND SERVICES
The Delaware Difference is our commitment to provide you with superior
information and quality service on your investments in the Delaware Group of
funds.

SHAREHOLDER PHONE DIRECTORY

INVESTOR INFORMATION CENTER
800-523-4640
FUND INFORMATION; LITERATURE; PRICE; YIELD AND PERFORMANCE FIGURES

SHAREHOLDER SERVICE CENTER
800-523-1918
INFORMATION ON EXISTING REGULAR INVESTMENT ACCOUNTS AND RETIREMENT
PLAN ACCOUNTS; WIRE INVESTMENTS; WIRE LIQUIDATIONS; TELEPHONE
LIQUIDATIONS AND TELEPHONE EXCHANGES

DELAPHONE
800-362-FUND
(800-362-3863)

PERFORMANCE INFORMATION
You can call the Investor Information Center at any time for current
performance information. Current yield and total return information may also be
included in advertisements and information given to shareholders.
Yields are computed on an annualized basis over a 30-day period.

SHAREHOLDER SERVICES
During business hours, you can call the Delaware Group's Shareholder
Service Center. Our representatives can answer any questions about your account,
the Fund, various service features and other funds in the Delaware Group.

DELAPHONE SERVICE
Delaphone is an account inquiry service for investors with Touch-Tone(R)
phone service. It enables you to get information on your account faster than the
mailed statements and confirmations. Delaphone also provides current performance
information on the Fund, as well as other funds in the Delaware Group. Delaphone
is available seven days a week, 24 hours a day.

STATEMENTS AND CONFIRMATIONS
You will receive quarterly statements of your account summarizing all
transactions during the period. A confirmation statement will be sent following
all transactions other than those involving a reinvestment of dividends. You
should examine statements and confirmations immediately and promptly report any
discrepancy by calling the Shareholder Service Center.

-14-
<PAGE> 96

DUPLICATE CONFIRMATIONS
If your financial adviser or investment dealer is noted on your investment
application, we will send a duplicate confirmation to him or her. This makes it
easier for your adviser to help you manage your investments.

TAX INFORMATION
Each year, Global Funds, Inc. will mail to you information on the tax
status of your dividends and distributions.

DIVIDEND PAYMENTS
Dividends, capital gains and other distributions are automatically
reinvested in your account, unless you elect to receive them in cash. You may
also elect to have the dividends earned in one fund automatically invested in
another Delaware Group fund with a different investment objective, subject to
certain exceptions and limitations.

For more information, see Additional Methods of Adding to Your Investment -
Dividend Reinvestment Plan under How to Buy Shares or call the Shareholder
Service Center.

MONEYLINE DIRECT DEPOSIT SERVICE
If you elect to have your dividends and distributions paid in cash and such
dividends and distributions are in an amount of $25 or more, you may choose the
MoneyLine Direct Deposit Service and have such payments transferred from your
Fund account to your predesignated bank account. See Dividends and
Distributions. In addition, you may elect to have your Systematic Withdrawal
Plan payments transferred from your Fund account to your predesignated bank
account through this service. See Systematic Withdrawal Plans under Redemption
and Exchange. Your funds will normally be credited to your bank account two
business days after the payment date. There are no fees for this service. You
can initiate the MoneyLine Direct Deposit Service by completing an Authorization
Agreement. If the name and address on your designated bank account are not
identical to the name and address on your Fund account, you must have your
signature guaranteed. The MoneyLine Direct Deposit Service is not available for
certain retirement plans.

RIGHT OF ACCUMULATION
With respect to Class A Shares, the Right of Accumulation feature allows
you to combine the value of your current holdings of Class A Shares, Class B
Shares and Class C Shares of the Fund with the dollar amount of new purchases of
Class A Shares of the Fund to qualify for a reduced front-end sales charge on
such purchases of Class A Shares. Under the COMBINED PURCHASES PRIVILEGE, you
may also include certain shares that you own in other funds in the Delaware
Group. See Classes of Shares.

LETTER OF INTENTION
The Letter of Intention feature permits you to obtain a reduced front-end
sales charge on purchases of Class A Shares by aggregating certain of your
purchases of Delaware Group fund shares over a 13-month period. See Classes of
Shares and Part B.

12-MONTH REINVESTMENT PRIVILEGE
The 12-Month Reinvestment Privilege permits you to reinvest proceeds from a
redemption of Class A Shares, within one year of the date of the redemption,
without paying a front-end sales charge. See Part B.

-15-
<PAGE> 97

EXCHANGE PRIVILEGE
The Exchange Privilege permits you to exchange all or part of your shares
into shares of other mutual funds in the Delaware Group, subject to certain
exceptions and limitations. For additional information on exchanges, see
Investing by Exchange under How to Buy Shares and Redemption and Exchange.

WEALTH BUILDER OPTION
You may elect to invest in the Fund through regular liquidations of shares
in your accounts in other funds in the Delaware Group. Investments under this
feature are exchanges and are therefore subject to the same conditions and
limitations as other exchanges of Fund shares. See Additional Methods of Adding
to Your Investment - Wealth Builder Option and Investing by Exchange under How
to Buy Shares and Redemption and Exchange.

DELAWARE GROUP ASSET PLANNER
Delaware Group Asset Planner is an asset allocation service that gives you,
when working with a professional financial adviser, the ability to more easily
design and maintain investments in a diversified selection of Delaware Group
mutual funds. The Asset Planner service offers a choice of four predesigned
allocation strategies (each with a different risk/reward profile) made up of
separate investments in predetermined percentages of Delaware Group funds. With
the guidance of a financial adviser, you may also tailor an allocation strategy
that meets your personal needs and goals. See How to Buy Shares.

FINANCIAL INFORMATION ABOUT THE FUND
Each fiscal year, you will receive an audited annual report and an
unaudited semi-annual report. These reports provide detailed information about
the Fund's investments and performance. Global Funds, Inc.'s fiscal year ends on
November 30.

-16-
<PAGE> 98

RETIREMENT PLANNING

An investment in the Fund may be suitable for tax-deferred retirement
plans. Among the retirement plans noted below, Class B Shares are available for
investment only by Individual Retirement Accounts, Simplified Employee Pension
Plans, 457 Deferred Compensation Plans and 403(b)(7) Deferred Compensation
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.
For additional information on any of the plans and Delaware's retirement
services, call the Shareholder Service Center or see Part B.

INDIVIDUAL RETIREMENT ACCOUNT ("IRA")
Individuals, even if they participate in an employer-sponsored retirement
plan, may establish their own retirement program for investments in each of the
Classes. Contributions to an IRA may be tax-deductible and earnings are
tax-deferred. The tax deductibility of IRA contributions is restricted, and in
some cases eliminated, for individuals who participate in certain
employer-sponsored retirement plans and whose annual income exceeds certain
limits. Existing IRAs and future contributions up to the IRA maximums, whether
deductible or not, still earn on a tax-deferred basis.

SIMPLIFIED EMPLOYEE PENSION PLAN ("SEP/IRA")
A SEP/IRA may be established by an employer who wishes to sponsor a
tax-sheltered retirement program by making contributions on behalf of all
eligible employees. Each of the Classes is available for investment by a
SEP/IRA.

SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION PLAN ("SAR/SEP")
New SAR/SEP plans may not be established after December 31, 1996. Employers
must have no more than 25 employees to maintain an existing SEP/IRA that permits
salary deferral contributions. An employer may also elect to make additional
contributions to this plan. Class B Shares are not available for purchase by
such plans.

403(B)(7) DEFERRED COMPENSATION PLAN
Permits employees of public school systems or of certain types of
non-profit organizations to enter into a deferred compensation arrangement for
the purchase of shares of each of the Classes.

457 DEFERRED COMPENSATION PLAN
Permits employees of state and local governments and certain other entities
to enter into a deferred compensation arrangement for the purchase of shares of
each of the Classes.

PROTOTYPE PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
Offers self-employed individuals, partnerships and corporations a
tax-qualified plan which provides for the investment of contributions in Class A
Shares or Class C Shares. Class B Shares are not available for purchase by such
plans.

-17-
<PAGE> 99

PROTOTYPE 401(K) DEFINED CONTRIBUTION PLAN
Permits employers to establish a tax-qualified plan based on salary
deferral contributions for investment in Class A Shares or Class C Shares. Class
B Shares are not available for purchase by such plans.

ALLIED PLANS
Class A Shares are available for purchase by participants in certain 401(k)
Defined Contribution Plans ("Allied Plans") which are made available under a
joint venture agreement between the Distributor and another institution through
which mutual funds are marketed and which allow investments in Class A Shares of
designated Delaware Group funds ("eligible Delaware Group fund shares"), as well
as shares of designated classes of non-Delaware Group funds ("eligible
non-Delaware Group fund shares"). Class B Shares and Class C Shares are not
eligible for purchase by Allied Plans.

With respect to purchases made in connection with an Allied Plan, the value
of eligible Delaware Group and eligible non-Delaware Group fund shares held by
the Allied Plan may be combined with the dollar amount of new purchases by that
Allied Plan to obtain a reduced front-end sales charge on additional purchases
of eligible Delaware Group fund shares. See Front-End Sales Charge Alternative -
Class A Shares under Classes of Shares.

The Limited CDSC is applicable to redemptions of net asset value purchases
from an Allied Plan on which a dealer's commission has been paid. Waivers of the
Limited CDSC, as described under Waiver of Limited Contingent Deferred Sales
Charge - Class A Shares under Redemption and Exchange, apply to redemptions by
participants in Allied Plans except in the case of exchanges between eligible
Delaware Group and non-Delaware Group fund shares. When eligible Delaware Group
fund shares are exchanged into eligible non-Delaware Group fund shares, the
Limited CDSC will be imposed at the time of the exchange, unless the joint
venture agreement specifies that the amount of the Limited CDSC will be paid by
the financial adviser or selling dealer. See Contingent Deferred Sales Charge
for Certain Redemptions of Class A Shares Purchased at Net Asset Value under
Redemption and Exchange.

-18-
<PAGE> 100
CLASSES OF SHARES

ALTERNATIVE PURCHASE ARRANGEMENTS
Shares may be purchased at a price equal to the next determined net asset
value per share, subject to a sales charge which may be imposed, at the election
of the purchaser, at the time of the purchase for Class A Shares ("front-end
sales charge alternative"), or on a contingent deferred basis for Class B Shares
("deferred sales charge alternative") or Class C Shares ("level sales charge
alternative").

Class C Shares. An investor who elects the level sales charge alternative
acquires Class C Shares, which do not incur a front-end sales charge when they
are purchased, but are subject to a contingent deferred sales charge if they are
redeemed within 12 months of purchase. Class C Shares are 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 such
shares for the life of the investment. The higher 12b-1 Plan expenses paid by
Class C Shares will cause such shares to have a higher expense ratio and to pay
lower dividends than Class A Shares. Unlike Class B Shares, Class C Shares do
not convert to another class.

-19-
<PAGE> 101

C Shares and have the entire initial purchase amount invested in the Fund with
their investment being subject to a CDSC if they redeem shares within 12 months
of purchase. In addition, investors should consider the level of annual 12b-1
Plan expenses applicable to each Class. The higher 12b-1 Plan expenses on Class
B Shares and Class C Shares will be offset to the extent a return is realized on
the additional money initially invested upon the purchase of such shares.
However, there can be no assurance as to the return, if any, that will be
realized on such additional money, and the effect of earning a return on such
additional money will diminish over time. In comparing Class B Shares to Class C
Shares, investors should also consider the desirability of an automatic
conversion feature, which is available only for Class B Shares.

Prospective investors should refer to Appendix A--Investment Illustrations
in this Prospectus for an illustration of the potential effect that each of the
purchase options may have on a long-term shareholder's investment.

For the distribution and related services provided to, and the expenses
borne on behalf of, the Fund, the Distributor and others will be paid, in the
case of the Class A Shares, from the proceeds of the front-end sales charge and
12b-1 Plan fees and, in the case of the Class B Shares and the Class C Shares,
from the proceeds of the 12b-1 Plan fees and, if applicable, the CDSC incurred
upon redemption. Financial advisers may receive different compensation for
selling Class A, Class B and Class C Shares. Investors should understand that
the purpose and function of the respective 12b-1 Plans and the CDSCs applicable
to Class B Shares and Class C Shares are the same as those of the 12b-1 Plan and
the front-end sales charge applicable to Class A Shares in that such fees and
charges are used to finance the distribution of the respective Classes. See
Distribution (12b-1) and Service under Management of the Fund.

Dividends paid on Class A, Class B and Class C Shares, to the extent any
dividends are paid, will be calculated in the same manner, at the same time, on
the same day and will be in the same amount, except that the additional amount
of 12b-1 Plan expenses relating to Class B Shares and Class C Shares will be
borne exclusively by such shares. See Calculation of Offering Price and Net
Asset Value Per Share.

The NASD has adopted certain rules relating to investment company sales
charges. Global Funds, Inc. and the Distributor intend to operate in compliance
with these rules.

FRONT-END SALES CHARGE ALTERNATIVE - CLASS A SHARES
Class A Shares may be purchased at the offering price, which reflects a
maximum front-end sales charge of 4.75%. See Calculation of Offering Price and
Net Asset Value Per Share.

Purchases of $100,000 or more carry a reduced front-end sales charge as
shown in the following table.

-20-
<PAGE> 102
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND A CLASS
- -------------------------------------------------------------------------------------------------------------------------

Dealer's
Commission***
Front-End Sales Charge as % of as % of
Amount of Purchase Offering Amount Offering
Price Invested** Price
- --------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
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
</TABLE>

* There is no front-end sales charge on purchases of Class A Shares of $1
million or more but, under certain limited circumstances, a 1% Limited
CDSC may apply upon redemption of such shares.

** Based on the net asset value per share of the Class A Shares as of the
end of Global Funds, Inc.'s most recent fiscal year.

*** Financial institutions or their affiliated brokers may receive an
agency transaction fee in the percentages set forth above.

The 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.

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<PAGE> 103
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 made in accordance with the following schedule:

<TABLE>
<CAPTION>
DEALER'S COMMISSION
(as a percentage of
AMOUNT OF PURCHASE amount purchased)
------------------ -----------------

<S> <C>
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
</TABLE>

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 may be aggregated with those of the Class A Shares
of the 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.

COMBINED PURCHASES PRIVILEGE

By combining your holdings of Class A Shares with your holdings of
Class B Shares and/or Class C Shares of the Fund and shares of other funds in
the Delaware Group, except those noted below, you can reduce the front-end sales
charges on any additional purchases of Class A Shares. Shares of Delaware Group
Premium Fund, Inc. beneficially owned in connection with ownership of variable
insurance products may be combined with other Delaware Group fund holdings.
Shares of other funds that do not carry a front-end sales charge or CDSC may not
be included unless they were acquired through an exchange from a Delaware Group
fund that does carry a front-end sales charge or CDSC.

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Combined purchases of $1,000,000 or more, including certain purchases
made at net asset value pursuant to a Right of Accumulation or under a Letter of
Intention, may result in the payment of a dealer's commission and the
applicability of a Limited CDSC. Investors should consult their financial
advisers or the Shareholder Service Center about the operation of these
features. See Front-End Sales Charge Alternative Class A Shares, above.

BUYING CLASS A SHARES AT NET ASSET VALUE
Class A Shares of the Fund may be purchased at net asset value under
the Delaware Group Dividend Reinvestment Plan and, under certain circumstances,
the Exchange Privilege and the 12-Month Reinvestment Privilege. See The Delaware
Difference and Redemption and Exchange for additional information.

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 the Fund's Institutional Class. Officers,
directors and key employees of institutional clients of the Manager or any of
its 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.

The Fund must be notified in advance that an investment qualifies for
purchase at net asset value.

GROUP INVESTMENT PLANS
Group Investment Plans (e.g., SEP/IRA, SAR/SEP, Prototype Profit
Sharing, Pension and 401(k) Defined Contribution Plans) may benefit from the
reduced front-end sales charges available on Class A Shares set forth in the
table on page 27, based on total plan assets. In addition, 403(b)(7) and 457
Retirement Plan Accounts may benefit from a reduced front-end sales charge on
Class A Shares based on the total amount invested by all participants in the
plan by satisfying the following criteria: (i) the employer for which the plan
was established has 250 or more eligible employees and the plan lists only one
broker of record, or (ii) the plan includes employer contributions and the plan
lists only one broker of record. If a company has more than one plan investing
in the Delaware Group of funds, then the total amount invested in all plans will
be aggregated to

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<PAGE> 105
determine the applicable front-end sales charge reduction on each purchase, both
initial and subsequent, if, at the time of each such purchase, the company
notifies the Fund in which it is investing that it qualifies for the reduction.
Employees participating in such Group Investment Plans may also combine the
investments held in their plan account to determine the front-end sales charge
applicable to purchases in non-retirement Delaware Group investment accounts if,
at the time of each such purchase, they notify the Fund in which they are
investing that they are eligible to combine purchase amounts held in their plan
account.

For additional information on retirement plans, including plan forms,
applications, minimum investments and any applicable account maintenance fees,
contact your investment dealer or the Distributor.

For other retirement plans and special services, see Retirement
Planning.

DEFERRED SALES CHARGE ALTERNATIVE - CLASS B SHARES
Class B Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently anticipates
compensating dealers or brokers for selling Class B Shares at the time of
purchase from its own assets in an amount equal to no more than 4% of the dollar
amount purchased. In addition, 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 pay additional compensation to dealers or
brokers for selling Class B Shares at the time of purchase. As discussed below,
however, Class B Shares are subject to annual 12b-1 Plan expenses and, if
redeemed within six years of purchase, a CDSC.

Proceeds from the CDSC and the annual 12b-1 Plan fees are paid to the
Distributor and others for providing distribution and related services, and
bearing related expenses, in connection with the sale of Class B Shares. These
payments support the compensation paid to dealers or brokers for selling Class B
Shares. Payments to the Distributor and others under the Class B 12b-1 Plan may
be in an amount equal to no more than 1% annually. The combination of the CDSC
and the proceeds of the 12b-1 Plan fees makes it possible for the Fund to sell
Class B Shares without deducting a front-end sales charge at the time of
purchase.

AUTOMATIC CONVERSION OF CLASS B SHARES
Class B Shares, other than shares acquired through reinvestment of
dividends, held for eight years after purchase are eligible for automatic
conversion into Class A Shares. Conversions of Class B Shares into Class A
Shares will occur only four times in any calendar year, on the last business day
of the second full week of March, June, September and December (each, a
"Conversion Date"). If the eighth anniversary after a purchase of Class B Shares
falls on a Conversion Date, an investor's Class B Shares will be converted on
that date. If the eighth anniversary occurs between Conversion Dates, an
investor's Class B Shares will be converted on the next Conversion Date after
such anniversary. Consequently, if a shareholder's eighth anniversary falls on
the day after a Conversion Date, that shareholder will have to hold Class B
Shares for as long as three additional months after the eighth anniversary of
purchase before the shares will automatically convert into Class A Shares.

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<PAGE> 106
Class B Shares of a fund acquired through a reinvestment of dividends
will convert to the corresponding Class A Shares of that fund (or, in the case
of Delaware Group Cash Reserve, Inc., the Delaware Cash Reserve Consultant
Class) pro-rata with Class B Shares of that fund not acquired through dividend
reinvestment.

All such automatic conversions of Class B Shares will constitute
tax-free exchanges for federal income tax purposes. See Taxes.

LEVEL SALES CHARGE ALTERNATIVE - CLASS C SHARES
Class C Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently anticipates
compensating dealers or brokers for selling Class C Shares at the time of
purchase from its own assets in an amount equal to no more than 1% of the dollar
amount purchased. As discussed below, however, Class C Shares are subject to
annual 12b-1 Plan expenses and, if redeemed within 12 months of purchase, a
CDSC.

CONTINGENT DEFERRED SALES CHARGE - CLASS B SHARES AND CLASS C SHARES
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 reinvestments of dividends or capital gains distributions. For purposes
of this formula, the "net asset value at the time of purchase" will be the net
asset value at purchase of the Class B Shares or the Class C Shares of the Fund,
even if those shares are later exchanged for shares of another Delaware Group
fund. In the event of an exchange of the shares, the "net asset value of such
shares at the time of redemption" will be the net asset value of the shares that
were acquired in the exchange.

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<PAGE> 107

The following table sets forth the rates of the CDSC for the Class B
Shares of the Fund:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE (AS A
PERCENTAGE OF
DOLLAR AMOUNT
YEAR AFTER PURCHASE MADE SUBJECT TO CHARGE)
------------------------ ------------------
<S> <C>

0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None
</TABLE>

All investments made during a calendar month, regardless of what day of
the month the investment occurred, will age one month on the last day of that
month and each subsequent month.

The CDSC is 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.

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 the 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.

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<PAGE> 108
Commission. It is likely that the NASD's Rules of Fair Practice will be amended
such that the ability of the Distributor to pay non-cash compensation as
described above will be restricted in some fashion. The Distributor intends to
comply with the NASD's Rules of Fair Practice as they may be amended.

INSTITUTIONAL CLASSES
In addition to offering Class A, Class B and Class C Shares, the
Fund also offers International Equity Fund Institutional Class shares which are
described in a separate prospectus and are available for purchase only by
certain investors. Institutional Class shares generally are distributed directly
by the Distributor and do not have a front-end sales charge, a CDSC or a Limited
CDSC and are not subject to 12b-1 Plan distribution expenses. To obtain the
prospectus that describes the Institutional Class, contact the Distributor by
writing to the address or by calling the telephone number listed on the back
cover of this Prospectus.

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<PAGE> 109
HOW TO BUY SHARES

PURCHASE AMOUNTS
Generally, the minimum initial purchase is $1,000 for Class A Shares,
Class B Shares and Class C Shares. Subsequent purchases of shares of any Class
generally must be $100 or more. For purchases under a Uniform Gifts to Minors
Act or Uniform Transfers to Minors Act or through an Automatic Investing Plan,
there is a minimum initial purchase of $250 and a minimum subsequent purchase of
$25. Minimum purchase requirements do not apply to retirement plans other than
IRAs, for which there is a minimum initial purchase of $250, and a minimum
subsequent purchase of $25, regardless of which Class is selected.

INVESTING THROUGH YOUR INVESTMENT DEALER
You can make a purchase of shares of the Fund through most investment
dealers who, as part of the service they provide, must transmit orders promptly.
They may charge for this service. If you want a dealer but do not have one, the
Delaware Group can refer you to one.

INVESTING BY MAIL
1. Initial Purchases--An Investment Application or, in the case of a retirement
account, an appropriate retirement plan application, must be completed, signed
and sent with a check, payable to International Equity Fund A Class,
International Equity Fund B Class, or International Equity Fund C Class, to
Delaware Group at 1818 Market Street, Philadelphia, PA 19103.

INVESTING BY WIRE
You may purchase shares by requesting your bank to transmit funds by wire
to CoreStates Bank, N.A., ABA #031000011, account number 1412893401 (include
your name(s) and your account number for the Class in which you are investing).

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<PAGE> 110
2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to CoreStates Bank, N.A., as described above. You should advise the
Shareholder Service Center by telephone of each wire you send.

If you want to wire investments to a retirement plan account, call the
Shareholder Service Center for special wiring instructions.

INVESTING BY EXCHANGE
If you have an investment in another mutual fund in the Delaware Group,
you may write and authorize an exchange of part or all of your investment into
shares of the Fund. If you wish to open an account by exchange, call the
Shareholder Service Center for more information. All exchanges are subject to
the eligibility and minimum purchase requirements set forth in each fund's
prospectus. See Redemption and Exchange for more complete information concerning
your exchange privileges.

Holders of Class A Shares of the Fund may exchange all or part of their
shares for certain of the shares of other funds in the Delaware Group, including
other Class A Shares, but may not exchange their Class A Shares for Class B
Shares or Class C Shares of the Fund or of any other fund in the Delaware Group.
Holders of Class B Shares of the Fund are permitted to exchange all or part of
their Class B Shares only into Class B Shares of other Delaware Group funds.
Similarly, holders of Class C Shares of the Fund are permitted to exchange all
or part of their Class C Shares only into Class C Shares of other Delaware Group
funds. See Appendix B--Classes Offered for a list of Delaware Group funds and
the classes they offer. Class B Shares of the Fund and Class C Shares of the
Fund acquired by exchange will continue to carry the CDSC and, in the case of
Class B Shares, the automatic conversion schedule of the fund from which the
exchange is made. The holding period of Class B Shares of the Fund acquired by
exchange will be added to that of the shares that were exchanged for purposes of
determining the time of the automatic conversion into Class A Shares of the
Fund.

Permissible exchanges into Class A Shares of the Fund will be made without
a front-end sales charge, except for exchanges of shares that were not
previously subject to a front-end sales charge (unless such shares were acquired
through the reinvestment of dividends). Permissible exchanges into Class B
Shares or Class C Shares of the Fund will be made without the imposition of a
CDSC by the fund from which the exchange is being made at the time of the
exchange.

See Allied Plans under Retirement Planning for information on exchanges by
participants in an Allied Plan.

ADDITIONAL METHODS OF ADDING TO YOUR INVESTMENT
Call the Shareholder Service Center for more information if you wish to
use the following services:

1. Automatic Investing Plan
THE AUTOMATIC INVESTING PLAN ENABLES YOU TO MAKE REGULAR MONTHLY
INVESTMENTS WITHOUT WRITING OR MAILING CHECKS. You may authorize Global Funds,
Inc. to transfer a designated amount monthly from your checking account to your
Fund account. Many shareholders use this as an automatic savings plan.
Shareholders should allow a reasonable amount of time for initial purchases and
changes to these plans to become effective.

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<PAGE> 111
This option is not available to participants in the following plans:
SAR/SEP, SEP/IRA, Profit Sharing and Money Purchase Pension Plans, 401(k)
Defined Contribution Plans, 403(b)(7) Deferred Compensation Plans or 457
Deferred Compensation Plans.

2. Direct Deposit
YOU MAY HAVE YOUR EMPLOYER OR BANK MAKE REGULAR INVESTMENTS DIRECTLY TO
YOUR ACCOUNT FOR YOU (for example: payroll deduction, pay by phone, annuity
payments). The Fund also accepts preauthorized recurring government and private
payments by Electronic Fund Transfer, which avoids mail time and check clearing
holds on payments such as social security, federal salaries, Railroad Retirement
benefits, etc.

* * *

3. Wealth Builder Option
You can use our Wealth Builder Option to invest in the Fund through
regular liquidations of shares in your accounts in other funds in the Delaware
Group. You may also elect to invest in other mutual funds in the Delaware Group
through the Wealth Builder Option through regular liquidations of shares in your
Fund account.

Under this automatic exchange program, you can authorize regular monthly
amounts (minimum of $100 per fund) to be liquidated from your account in one or
more funds in the Delaware Group and invested automatically into any other
account in a Delaware Group mutual fund that you may specify. If in connection
with the election of the Wealth Builder Option, you wish to open a new account
to receive the automatic investment, such new account must meet the minimum
initial purchase requirements described in the prospectus of the fund that you
select. All investments under this option are exchanges and are therefore
subject to the same conditions and limitations as other exchanges noted above.
You can terminate your participation in Wealth Builder at any time by giving
written notice to the fund from which the exchanges are made. See Redemption and
Exchange.

4. Dividend Reinvestment Plan
You can elect to have your distributions (capital gains and/or dividend
income) paid to you by check or reinvested in your account. Or, you may invest
your distributions in certain other funds in the Delaware Group, subject to the
exceptions noted below as well as the eligibility and minimum purchase
requirements set forth in each fund's prospectus.

Reinvestments of distributions into Class A Shares of the Fund or of other
Delaware Group funds are made without a front-end sales charge. Reinvestments of
distributions into Class B Shares of the Fund or of other Delaware Group funds
or into Class C Shares of the Fund or of other Delaware Group funds are also
made without any sales charge and will not be subject to a CDSC if later
redeemed. See Automatic Conversion of

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<PAGE> 112
Class B Shares under Classes of Shares for information concerning the automatic
conversion of Class B Shares acquired by reinvesting dividends.

Holders of Class A Shares of the Fund may not reinvest their distributions
into Class B Shares or Class C Shares of any fund in the Delaware Group,
including the Fund. Holders of Class B Shares of the Fund may reinvest their
distributions only into Class B Shares of the funds in the Delaware Group which
offer that class of shares. Similarly, holders of Class C Shares of the Fund may
reinvest their distributions only into Class C Shares of the funds in the
Delaware Group which offer that class of shares. See Appendix B--Classes Offered
for a list of the funds offering those classes of shares. For more information
about reinvestments, call the Shareholder Service Center.

Distributions for capital gains and/or dividends for participants in the
following retirement plans are automatically reinvested into the same Delaware
Group fund: SAR/SEP, SEP/IRA, Profit Sharing, Money Purchase Pension, 401(k),
403(b)(7), or 457 Plans.

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. As previously described, 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. Or, with the help of a financial adviser, you may 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, above. 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 the
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. See Appendix B--Classes Offered for the funds in the Delaware Group that
offer consultant class shares.

An annual maintenance fee, currently $35 per Strategy, is typically due at
the time of initial investment and by September 30th 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 30th. However, effective November 1, 1996, the annual 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. See
Part B.

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.

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<PAGE> 113
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.

PURCHASE PRICE AND EFFECTIVE DATE
The offering price and net asset value of the Class A, Class B and Class C
Shares are determined 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 effective date of a purchase made through an investment dealer is the
date the order is received by the Fund. The effective date of a direct purchase
is the day your wire, electronic transfer or check is received, unless it is
received after the time the offering price or net asset value of shares is
determined, as noted above. Purchase orders received after such time will be
effective the next business day.

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<PAGE> 114

THE CONDITIONS OF YOUR PURCHASE
The Fund reserves the right to reject any purchase order. If a purchase is
canceled because your check is returned unpaid, you are responsible for any loss
incurred. The Fund can redeem shares from your account(s) to reimburse itself
for any loss, and you may be restricted from making future purchases in any of
the funds in the Delaware Group. The Fund reserves the right to reject purchase
orders paid by third-party checks or checks that are not drawn on a domestic
branch of a United States financial institution. If a check drawn on a foreign
financial institution is accepted, you may be subject to additional bank charges
for clearance and currency conversion.

The Fund also reserves the right, following shareholder notification, to
charge a service fee on non-retirement accounts that, as a result of a
redemption, have remained below the minimum stated account balance for a period
of three or more consecutive months. Holders of such accounts may be notified of
their insufficient account balance and advised that they have until the end of
the current calendar quarter to raise their balance to the stated minimum. If
the account has not reached the minimum balance requirement by that time, the
Fund will charge a $9 fee for that quarter and each subsequent calendar quarter
until the account is brought up to the minimum balance. The service fee will be
deducted from the account during the first week of each calendar quarter for the
previous quarter, and will be used to help defray the cost of maintaining
low-balance accounts. No fees will be charged without proper notice, and no CDSC
will apply to such assessments.

The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under the minimum initial purchase
amount as a result of redemptions. An investor making the minimum initial
investment may be subject to involuntary redemption without the imposition of a
CDSC or Limited CDSC if he or she redeems any portion of his or her account.

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<PAGE> 115
REDEMPTION AND EXCHANGE

YOU CAN REDEEM OR EXCHANGE YOUR SHARES IN A NUMBER OF DIFFERENT WAYS. The
exchange service is useful if your investment requirements change and you want
an easy way to invest in other equity funds, tax-advantaged funds, bond funds or
money market funds. This service is also useful if you are anticipating a major
expenditure and want to move a portion of your investment into a fund that has
the checkwriting feature. Exchanges are subject to the requirements of each fund
and all exchanges of shares constitute taxable events. See Taxes. Further, in
order for an exchange to be processed, shares of the fund being acquired must be
registered in the state where the acquiring shareholder resides. You may want to
consult your financial adviser or investment dealer to discuss which funds in
the Delaware Group will best meet your changing objectives, and the consequences
of any exchange transaction. You may also call the Delaware Group directly for
fund information.

Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after the Fund receives your request in good order,
subject, in the case of a redemption, to any applicable CDSC or Limited CDSC.
For example, redemption or exchange requests received in good order after the
time the offering price and net asset value of shares are determined will be
processed on the next business day. See Purchase Price and Effective Date under
How to Buy Shares. A shareholder submitting a redemption request may indicate
that he or she wishes to receive redemption proceeds of a specific dollar
amount. In the case of such a request, and in the case of certain redemptions
from retirement plan accounts, the Fund will redeem the number of shares
necessary to deduct the applicable CDSC in the case of Class B and Class C
Shares, and, if applicable, the Limited CDSC in the case of Class A Shares and
tender to the shareholder the requested amount, assuming the shareholder holds
enough shares in his or her account for the redemption to be processed in this
manner. Otherwise, the amount tendered to the shareholder upon redemption will
be reduced by the amount of the applicable CDSC or Limited CDSC. Redemption
proceeds will be distributed promptly, as described below, but not later than
seven days after receipt of a redemption request.

Except as noted below, for a redemption request to be in "good order," you
must provide your account number, account registration, and the total number of
shares or dollar amount of the transaction. For exchange requests, you must also
provide the name of the fund you want to receive the proceeds. Exchange
instructions and redemption requests must be signed by the record owner(s)
exactly as the shares are registered. You may request a redemption or an
exchange by calling the Shareholder Service Center at 800-523-1918. The Fund may
suspend, terminate, or amend the terms of the exchange privilege upon 60 days'
written notice to shareholders.

The Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. The Fund will honor redemption requests as to shares for which a check
was tendered as payment, but the Fund will not mail or wire the proceeds until
it is reasonably satisfied that the purchase check has cleared, which may take
up to 15 days from the purchase date. You can avoid this potential delay if you
purchase shares by wiring Federal Funds. The Fund reserves the right to reject a
written or telephone redemption request or delay payment of redemption proceeds
if there has been a recent change to the shareholder's address of record.

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<PAGE> 116
There is no front-end sales charge or fee for exchanges made between
shares of funds which both carry a front-end sales charge. Any applicable
front-end sales charge will apply to exchanges from shares of funds not subject
to a front-end sales charge, except for exchanges involving assets that were
previously invested in a fund with a front-end sales charge and/or exchanges
involving the reinvestment of dividends.

Holders of Class B Shares or Class C Shares that exchange their shares
("Original Shares") for shares of other funds in the Delaware Group (in each
case, "New Shares") in a permitted exchange, will not be subject to a CDSC that
might otherwise be due upon redemption of the Original Shares. However, such
shareholders will continue to be subject to the CDSC and, in the case of Class B
Shares, the automatic conversion schedule of the Original Shares as described in
this Prospectus and any CDSC assessed upon redemption will be charged by the
fund from which the Original Shares were exchanged. In an exchange of Class B
Shares from the Fund, the Fund's CDSC schedule may be higher than the CDSC
schedule relating to the New Shares acquired as a result of the exchange. For
purposes of computing the CDSC that may be payable upon a disposition of the New
Shares, the period of time that an investor held the Original Shares is added to
the period of time that an investor held the New Shares. With respect to Class B
Shares, the automatic conversion schedule of the Original Shares may be longer
than that of the New Shares. Consequently, an investment in New Shares by
exchange may subject an investor to the higher 12b-1 fees applicable to Class B
Shares of the Fund for a longer period of time than if the investment in New
Shares were made directly.

Various redemption and exchange methods are outlined below. Except for the
CDSC applicable to certain redemptions of Class B and Class C Shares and the
Limited CDSC applicable to certain redemptions of Class A Shares purchased at
net asset value, there is no fee charged by the Fund or the Distributor for
redeeming or exchanging your shares, but such fees could be charged in the
future. You may have your investment dealer arrange to have your shares redeemed
or exchanged. Your investment dealer may charge for this service.

WRITTEN REDEMPTION
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103 to
redeem some or all of your shares. The request must be signed by all owners of
the account or your investment dealer of record. For redemptions of more than
$50,000, or when the proceeds are not sent to the shareholder(s) at the address
of record, the Fund requires a signature by all owners of the account and a
signature guarantee for each owner. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. The Fund may require further documentation from corporations,
executors, retirement plans, administrators, trustees or guardians.

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<PAGE> 117

WRITTEN EXCHANGE
You may also write to the Fund (at 1818 Market Street, Philadelphia, PA
19103) to request an exchange of any or all of your shares into another mutual
fund in the Delaware Group, subject to the same conditions and limitations as
other exchanges noted above.

TELEPHONE REDEMPTION AND EXCHANGE
To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge) for
you. If you choose to have your Class A Shares in certificate form, you may
redeem or exchange only by written request and you must return your
certificates.

The Telephone Redemption - Check to Your Address of Record service and the
Telephone Exchange service, both of which are described below, are automatically
provided unless you notify the Fund in which you have your account in writing
that you do not wish to have such services available with respect to your
account. The Fund reserves the right to modify, terminate or suspend these
procedures upon 60 days' written notice to shareholders. It may be difficult to
reach the Fund by telephone during periods when market or economic conditions
lead to an unusually large volume of telephone requests.

Neither the Fund nor its 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, the 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. Instructions received by telephone are
generally tape recorded, and a written confirmation will be provided for all
purchase, exchange and redemption transactions initiated by telephone. By
exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

TELEPHONE REDEMPTION--CHECK TO YOUR ADDRESS OF RECORD
THE TELEPHONE REDEMPTION FEATURE IS A QUICK AND EASY METHOD TO REDEEM
SHARES. You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be payable
to the shareholder(s) of record. Payment is normally mailed the next business
day after receipt of the redemption request. This service is only available to
individual, joint and individual fiduciary-type accounts.

TELEPHONE REDEMPTION--PROCEEDS TO YOUR BANK
Redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check. You should authorize this
service when you open your account. If you change your predesignated bank
account, you must complete an Authorization Form and have your signature
guaranteed. For your protection, your authorization must be on file. If you
request a wire, your funds will normally be sent the next business day.
CoreStates Bank, N.A.'s fee (currently $7.50) will be deducted from your
redemption. If you ask for a check, it will normally be mailed the next business
day after receipt of your redemption request to your predesignated bank account.
There are no separate fees for this redemption method, but the mail time may
delay getting funds into your bank account. Simply call the Shareholder Service
Center prior to the time the offering price and net asset value are determined,
as noted above.

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TELEPHONE EXCHANGE

The Telephone Exchange feature is a convenient and efficient way to adjust
your investment holdings as your liquidity requirements and investment
objectives change. You or your investment dealer of record can exchange your
shares into other funds in the Delaware Group under the same registration,
subject to the same conditions and limitations as other exchanges noted above.
As with the written exchange service, telephone exchanges are subject to the
requirements of each fund, as described above. Telephone exchanges may be
subject to limitations as to amounts or frequency.

SYSTEMATIC WITHDRAWAL PLANS

1. Regular Plans

This plan provides shareholders with a consistent monthly (or quarterly)
payment. THIS IS PARTICULARLY USEFUL TO SHAREHOLDERS LIVING ON FIXED INCOMES,
SINCE IT CAN PROVIDE THEM WITH A STABLE SUPPLEMENTAL AMOUNT. With accounts of at
least $5,000, you may elect monthly withdrawals of $25 (quarterly $75) or more.
The Fund does not recommend any particular monthly amount, as each shareholder's
situation and needs vary. Payments are normally made by check. In the
alternative, you may elect to have your payments transferred from your Fund
account to your predesignated bank account through the MoneyLine Direct Deposit
Service. Your funds will normally be credited to your bank account two business
days after the payment date. There are no separate fees for this redemption
method. See MoneyLine Direct Deposit Service under The Delaware Difference for
more information about this service.

2. Retirement Plans

For shareholders eligible under the applicable retirement plan to receive
benefits in periodic payments, the Systematic Withdrawal Plan provides you with
maximum flexibility. A number of formulas are available for calculating your
withdrawals depending upon whether the distributions are required or optional.
Withdrawals must be for $25 or more; however, no minimum account balance is
required. The MoneyLine Direct Deposit Service is not available for certain
retirement plans.

* * *

Shareholders should not purchase additional shares while participating in
a Systematic Withdrawal Plan.

The applicable CDSC for Class B Shares and Class C Shares redeemed via a
Systematic Withdrawal Plan will be waived if, on the date that the Plan is
established, the annual amount selected to be withdrawn is less than 12% of the
account balance. If the annual amount selected to be withdrawn exceeds 12% of
the account balance on the date that the Systematic Withdrawal Plan is
established, all redemptions under the Plan will be subject to the applicable
CDSC. Whether a waiver of the CDSC is available or not, the first shares to be
redeemed for each Systematic Withdrawal Plan payment will be those not subject
to a CDSC because they have either satisfied the required holding period or were
acquired through the reinvestment of distributions. The 12% annual limit will be
reset on the date that any Systematic Withdrawal Plan is modified (for example,
a change in the amount selected to be withdrawn or the frequency or date of
withdrawals), based on the balance in the account on that date. See Waiver of
Contingent Deferred Sales Charge - Class B and Class C Shares, below.

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For more information on Systematic Withdrawal Plans, call the Shareholder
Service Center.

CONTINGENT DEFERRED SALES CHARGE FOR CERTAIN REDEMPTIONS OF CLASS A SHARES
PURCHASED AT NET ASSET VALUE

The Limited CDSC will be paid to the Distributor and will be equal to the
lesser of 1% of: (1) the net asset value at the time of purchase of the Class A
Shares being redeemed; or (2) the net asset value of such Class A Shares at the
time of redemption. For purposes of this formula, the "net asset value at the
time of purchase" will be the net asset value at purchase of the Class A Shares
even if those shares are later exchanged for shares of another Delaware Group
fund and, in the event of an exchange of Class A Shares, the "net asset value of
such shares at the time of redemption" will be the net asset value of the shares
acquired in the exchange.

Redemptions of such Class A Shares held for more than 12 months will not
be subjected to the Limited CDSC and an exchange of such Class A Shares into
another Delaware Group fund will not trigger the imposition of the Limited CDSC
at the time of such exchange. The period a shareholder owns shares into which
Class A Shares are exchanged will count towards satisfying the 12-month holding
period. The Limited CDSC is assessed if such 12-month period is not satisfied
irrespective of whether the redemption triggering its payment is of the Class A
Shares of the Fund or the Class A Shares acquired in the exchange.

In determining whether a Limited CDSC is payable, it will be assumed that
shares not subject to the Limited CDSC are the first redeemed followed by other
shares held for the longest period of time. The Limited CDSC will not be imposed
upon shares representing reinvested dividends or capital gains distributions, or
upon amounts representing share appreciation. All investments made during a
calendar month, regardless of what day of the month the investment occurred,
will age one month on the last day of that month and each subsequent month.

WAIVER OF LIMITED CONTINGENT DEFERRED SALES CHARGE - CLASS A SHARES

The Limited CDSC for Class A Shares on which a dealer's commission has
been paid will be waived in the following instances: (i) redemptions that result
from the Fund's right to liquidate a shareholder's account if the aggregate net
asset value of the shares held in the account is less than the then-effective
minimum account size; (ii) distributions to participants from a retirement plan
qualified under section 401(a) or 401(k) of the Internal Revenue Code of 1986,
as amended (the "Code"), or due to death of a participant in such a plan; (iii)
redemptions pursuant to the direction of a participant or beneficiary of a
retirement plan qualified under section 401(a) or 401(k) of the Code with
respect to that retirement plan; (iv) distributions from a section 403(b)(7)
Plan or an IRA due to death, disability, or attainment of age 59 1/2; (v)
returns of excess contributions to an IRA; (vi) distributions by other employee
benefit plans to pay benefits; (vii) distributions described in (ii), (iv), and
(vi) above pursuant to a Systematic Withdrawal Plan; and (viii) redemptions by
the classes of shareholders who are permitted to purchase shares at net asset
value, regardless of the size of the purchase (see Buying Class A Shares at Net
Asset Value under Classes of Shares).

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WAIVER OF CONTINGENT DEFERRED SALES CHARGE - CLASS B AND CLASS C SHARES

The CDSC is waived on certain redemptions of Class B Shares in connection
with the following redemptions: (i) redemptions that result from the Fund's
right to liquidate a shareholder's account if the aggregate net asset value of
the shares held in the account is less than the then-effective minimum account
size; (ii) returns of excess contributions to an IRA or 403(b)(7) Deferred
Compensation Plan; (iii) required minimum distributions from an IRA, 403(b)(7)
Deferred Compensation Plan or 457 Deferred Compensation Plan; and (iv)
distributions from an account if the redemption results from the death of all
registered owners of the account (in the case of accounts established under the
Uniform Gifts to Minors or Uniform Transfers to Minors Acts or trust accounts,
the waiver applies upon the death of all beneficial owners) or a total and
permanent disability (as defined in Section 72 of the Code) of all registered
owners occurring after the purchase of the shares being redeemed.

The CDSC on Class C Shares is waived in connection with the following
redemptions: (i) redemptions that result from the Fund's right to liquidate a
shareholder's account if the aggregate net asset value of the shares held in the
account is less than the then-effective minimum account size; (ii) returns of
excess contributions to an IRA, 403(b)(7) Deferred Compensation Plan, Profit
Sharing Plan, Money Purchase Pension Plan or 401(k) Defined Contribution Plan;
(iii) required minimum distributions from an IRA, 403(b)(7) Deferred
Compensation Plan, 457 Deferred Compensation Plan, Profit Sharing Plan, Money
Purchase Pension Plan or 401(k) Defined Contribution Plan; (iv) distributions
from a 403(b)(7) Deferred Compensation Plan, 457 Deferred Compensation Plan,
Profit Sharing Plan, or 401(k) Defined Contribution Plan, under hardship
provisions of the plan; (v) distributions from a 403(b)(7) Deferred Compensation
Plan, 457 Deferred Compensation Plan, Profit Sharing Plan, Money Purchase
Pension Plan or a 401(k) Defined Contribution Plan upon attainment of normal
retirement age under the plan or upon separation from service; (vi)
distributions from an IRA on or after attainment of age 59 1/2; and (vii)
distributions from an account if the redemption results from the death of all
registered owners of the account (in the case of accounts established under the
Uniform Gifts to Minors or Uniform Transfers to Minors Acts or trust accounts,
the waiver applies upon the death of all beneficial owners) or a total and
permanent disability (as defined in Section 72 of the Code) of all registered
owners occurring after the purchase of the shares being redeemed.

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DIVIDENDS AND DISTRIBUTIONS

Global Funds, Inc. declares a dividend on the Fund to all shareholders of
record of the Classes of that Fund at the time the offering price of shares is
determined. See Purchase Price and Effective Date under How to Buy Shares. Thus,
when redeeming shares, dividends continue to be credited up to and including the
date of redemption. The Fund will normally declare and make payments from net
investment income on a quarterly basis.

In addition to the dividends from net investment income and distributions
from realized securities profits that the Fund may declare and make, as noted
above, in order to satisfy certain distribution requirements of the Tax Reform
Act of 1986, the Fund may declare special year-end dividend and capital gains
distributions during October, November or December to shareholders of record on
a date in such month. Such distributions, if received by shareholders by January
31, are deemed to have been paid by the Fund and received by shareholders on the
earlier of the date paid or December 31 of the prior year.

Each Class of the Fund will share proportionately in the investment income
and expenses of the Fund, except that the per share dividends from net
investment income on the Class A Shares, Class B Shares and Class C Shares will
vary due to the expenses under the 12b-1 Plan applicable to each Class.
Generally, the dividends per share on Class B Shares and Class C Shares can be
expected to be lower than the dividends per share on Class A Shares because the
expenses under the 12b-1 Plans relating to Class B Shares and Class C Shares
will be higher than the expenses under the 12b-1 Plan relating to Class A
Shares. See Distribution (12b-1) and Service under Management of the Fund.

Both dividends and distributions, if any, are automatically reinvested in
your account at net asset value, unless you elect otherwise. See The Delaware
Difference for more information on reinvestment options. Payment by check of
cash dividends will ordinarily be mailed within three business days after the
payable date. Payments from net realized securities profits of the Fund, if any,
will be distributed annually in the quarter following the close of the fiscal
year.

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 your account at the
then-current net asset value and the dividend option may be changed from cash to
reinvest. If you elect to take your dividends and distributions in cash and such
dividends and distributions are in an amount of $25 or more, you may choose the
MoneyLine Direct Deposit Service and have such payments transferred from your
Fund account to your predesignated bank account. This service is not available
for certain retirement plans. See MoneyLine Direct Deposit Service under The
Delaware Difference for more information about this service.

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TAXES

The Fund has qualified, and intends to continue to qualify, as a regulated
investment company under Subchapter M of the Code. As such, the 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.

The Fund intends to distribute substantially all of its net investment
income and net capital gains, if any. Dividends from net investment income or
net short-term capital gains will be taxable to those investors who are subject
to income taxes as ordinary income, whether received in cash or in additional
shares. It is expected that either none or only a nominal portion of the Fund's
dividends will be eligible for the dividends-received deductions for
corporations.

Distributions paid by the Fund from long-term capital gains, whether
received in cash or in additional shares, are taxable to those investors who are
subject to income taxes as long-term capital gains, regardless of the length of
time an investor has owned shares in the Fund. The Fund does not seek to realize
any particular amount of capital gains during a year; rather, realized gains are
a by-product of Fund management activities. Consequently, capital gains
distributions may be expected to vary considerably from year to year. Also, for
those investors subject to tax, if purchases of shares in the Fund are made
shortly before the record date for a dividend or capital gains distribution, a
portion of the investment will be returned as a taxable distribution.

Although dividends generally will be treated as distributed when paid,
dividends which are declared in October, November, or December to shareholders
of record in such a month, but which, for operational reasons, may not be paid
to the shareholder until the following January, will be treated for tax purposes
as if paid by the Fund and received by the shareholder on December 31 of the
year declared.

The sale of shares of the Fund is a taxable event and may result in a
capital gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
the Fund and any other fund in the Delaware Group. Any loss incurred on a sale
or exchange of Fund shares that had been held for six months or less will be
treated as long-term capital loss to the extent of capital gains dividends
received with respect to such shares. All or a portion of the sales charge
incurred in acquiring the Fund's shares will be excluded from the federal tax
basis of any of such shares sold or exchanged within 90 days of their purchase
(for purposes of determining gain or loss upon sale of such shares) if the sale
proceeds are reinvested in the Fund or in another fund in the Delaware Group of
funds and a sales charge that would otherwise apply to the reinvestment is
reduced or eliminated. Any portion of such sales charge excluded from the tax
basis of the shares sold will be added to the tax basis of the shares acquired
in the reinvestment.

The Fund may be subject to foreign withholding taxes on income from
certain of its foreign securities. If more than 50% in value of the total assets
of the Fund at the end of its fiscal year are invested in securities of foreign
corporations, the Fund may elect to pass-through to its shareholders a pro-rata
share of foreign income taxes paid by the Fund. If this election is made,
shareholders will be (i) required to include in their gross income their
pro-rata share of foreign source income (including any foreign taxes paid by the
Fund), and (ii) entitled to either deduct (as an itemized deduction in the case
of individuals) their share of such foreign taxes in computing their taxable
income or to claim a credit for such taxes against their U.S. income tax,
subject to

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certain limitations under the Code. Shareholders will be informed by the Fund at
the end of each calendar year regarding the availability of any credits on and
the amount of foreign source income to be included in their income tax returns.

The automatic conversion of Class B Shares into Class A Shares at the end
of approximately eight years after purchase will be tax-free for federal tax
purposes. See Automatic Conversion of Class B Shares under Classes of Shares.

In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions. Distributions of interest income and capital gains
realized from certain types of U.S. government securities may be exempt from
state personal income taxes. Shares of the Fund are exempt from Pennsylvania
county personal property taxes.

Each year, Global Funds, Inc. will mail to you information on the tax
status of the dividends and distributions paid by the Fund. Shareholders will
also receive each year information as to the portion of dividend income, if any,
that is derived from U.S. government securities that are exempt from state
income tax. Of course, shareholders who are not subject to tax on their income
would not be required to pay tax on amounts distributed to them by the Fund.

See Accounting and Tax Issues and Distributions and Taxes in Part B for
additional information on tax matters relating to the Fund and its shareholders.

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CALCULATION OF OFFERING PRICE AND NET ASSET VALUE PER SHARE

The net asset value ("NAV") per share is computed by adding the value of
all securities and other assets in the Fund's portfolio, deducting any
liabilities of the Fund (expenses and fees are accrued daily) and dividing by
the number of the Fund's shares outstanding. Portfolio securities for which
market quotations are available are priced at market value. Debt securities are
priced at fair value by an independent pricing service using methods approved by
Global Funds, Inc.'s Board of Directors. Short-term investments having a
maturity of less than 60 days are valued at amortized cost, which approximates
market value. All other securities are valued at their fair value as determined
in good faith and in a method approved by Global Funds, Inc.'s Board of
Directors.

Class A Shares are purchased at the offering price per share, while Class
B Shares and Class C Shares are purchased at the NAV per share. The offering
price per share of Class A Shares consists of the NAV per share next computed
after the order is received, plus any applicable front-end sales charges.

The offering price and NAV 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 Fund's portfolio securities, from time to time, may be listed
primarily on foreign exchanges which trade on days when the New York Stock
Exchange is closed (such as Saturday). As a result, the net asset value of the
Fund may be significantly affected by such trading on days when shareholders
have no access to the Fund.

The net asset values of all outstanding shares of each class of the Fund
will be computed on a pro-rata basis for each outstanding share based on the
proportionate participation in the Fund represented by the value of shares of
that class. All income earned and expenses incurred by the Fund will be borne on
a pro-rata basis by each outstanding share of a class, based on each class'
percentage in the Fund represented by the value of shares of such classes,
except that International Equity Fund Institutional Class, will not incur any of
the expenses under Global Funds, Inc.'s 12b-1 Plans, and Class A, Class B and
Class C Shares of the Fund alone will bear the 12b-1 Plan expenses payable under
their respective Plans. Due to the specific distribution expenses and other
costs that will be allocable to each class, the NAV of each class of the Fund
will vary.

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MANAGEMENT OF THE FUND

DIRECTORS

The business and affairs of Global Funds, Inc. are managed under the
direction of its Board of Directors. Part B contains additional information
regarding Global Funds, Inc.'s directors and officers.

INVESTMENT MANAGER

Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") furnishes investment management services to the Fund. Delaware
International is affiliated with Delaware Management Company, Inc. ("Delaware").
The Manager has offices located at Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.

Delaware and its predecessors have been managing the funds in the Delaware
Group since 1938. On November 30, 1996, Delaware and its affiliates, including
Delaware International, were managing in the aggregate more than $32 billion in
assets in various institutional or separately managed (approximately
$20,311,203,919) and investment company (approximately $11,765,348,126)
accounts.

Delaware is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. ("DMH"). Delaware International is also controlled by DMH through
several subsidiaries. On April 3, 1995, a merger between DMH and a wholly owned
subsidiary of Lincoln National Corporation ("Lincoln National") was completed.
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. In connection with the merger, a
new Investment Management Agreement between Global Funds, Inc., on behalf of
International Equity Fund, and the Manager, was executed following shareholder
approval.

The Manager manages the Fund's investments and for its services, the
Manager is paid an annual fee equal to 0.75% of the Fund's average daily net
assets, less a proportionate share of all directors' fees paid to the
unaffiliated directors by the Fund.

Beginning December 1, 1995, Delaware International elected voluntarily to
waive that portion, if any, of the annual management fees payable by
International Equity Fund and to reimburse expenses to the extent necessary to
ensure that the Total Operating Expenses (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses, but inclusive of 12b-1
expenses) of Class A Shares of the Fund do not exceed 1.85% and each of the
Class B Shares and Class C Shares of the Fund do not exceed 2.55% through
November 30, 1996. This voluntary waiver has been extended through May 31, 1997.
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 expenses to the extent necessary
to ensure that the Total Operating Expenses (exclusive of taxes, interest,
brokerage commissions, extraordinary expenses and 12b-1 expenses) of Class A
Shares of this Fund did not exceed 1.50%. Through November 30, 1994, this waiver
and reimbursement noted above also applied to Class B Shares of this Fund. Prior
to June 1, 1994, a waiver and reimbursement commitment was in place to ensure
expenses of Class A Shares of International Equity Fund did not exceed 1.25%
(exclusive of taxes, interest brokerage commissions and extraordinary expenses,
but inclusive of 12b-1 fees).

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The investment management fees payable to Delaware International by the
Fund, while higher than the advisory fees paid by other mutual funds in general,
are comparable to fees paid by other mutual funds with similar objectives and
policies.

The investment management fees earned for the fiscal year ended November
30, 1996 were 0.75% of average daily net assets, and 0.64% was paid by
International Equity Fund as a result of the voluntary waiver described above.

Clive A. Gillmore has primary responsibility for making day-to-day
investment decisions for International Equity Fund. He has been the senior
portfolio manager for the Fund since its inception. A graduate of the University
of Warwick and having begun his career at Legal and General Investment
Management, Mr. Gillmore joined the Delaware Group in 1990 after eight years of
investment experience. His most recent position prior to joining the Delaware
Group was as a Pacific Basin equity analyst and senior portfolio manager for
Hill Samuel Investment Advisers Ltd. Mr. Gillmore completed the London Business
School Investment program.

In making investment decisions for the Fund, Mr. Gillmore regularly
consults with an international equity team of nine members, five of whom
research the Pacific Basin and four of whom research the European Markets. Mr.
Gillmore also regularly consults with David G. Tilles. Mr. Tilles, who is Chief
Investment Officer for Delaware International, is a graduate of the University
of Warwick with a BS in management sciences. Before joining the Delaware Group
in 1990, he was Chief Investment Officer of Hill Samuel Investment Advisers Ltd.
He is a member of the Institute of Investment Management & Research and the
Operational Research Society.

PORTFOLIO TRADING PRACTICES

The Fund normally will not invest for short-term trading purposes.
However, the Fund may sell securities without regard to the length of time they
have been held. The degree of portfolio activity will affect brokerage costs of
the Fund and may affect taxes payable by the Fund's shareholders to the extent
that net capital gains are realized. Given the Fund's investment objective, it
is anticipated that the portfolio turnover rate of the Fund will not exceed
100%. During the past two fiscal years, the Fund's portfolio turnover rates were
21% for 1995 and 9% for 1996.

The Manager uses its best efforts to obtain the best available price and
most favorable execution for portfolio transactions. Orders may be placed with
brokers or dealers who provide brokerage and research services to the Manager or
its advisory clients. These services may be used by the Manager in servicing any
of its respective accounts. Subject to best price and execution, the Manager may
consider a broker/dealer's sales of the Fund's shares in placing portfolio
orders and may place orders with broker/dealers that have agreed to defray
certain Fund expenses such as custodian fees.

PERFORMANCE INFORMATION

From time to time, the Fund may quote total return performance of its
Classes in advertising and other types of literature. Total return will be based
on a hypothetical $1,000 investment, reflecting the reinvestment of all
distributions at net asset value and: (i) in the case of Class A Shares, the
impact of the maximum front-end sales charge at the beginning of each specified
period; and (ii) in the case of Class B Shares and Class C Shares, the deduction
of any applicable CDSC at the end of the relevant period. Each presentation will
include the average annual total return for one-, five- and ten-year or life of
fund periods, as relevant. The Fund may also advertise aggregate and average
total return information concerning a Class over additional periods of time.

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In addition, the Fund may present total return information that does not reflect
the deduction of the maximum front-end sales charge or any applicable CDSC. In
this case, such total return information would be more favorable than total
return information that includes deductions of the maximum front-end sales
charge or any applicable CDSC.

Because securities prices fluctuate, investment results of the Classes
will fluctuate over time. Past performance is not a guarantee of future results.

DISTRIBUTION (12b-1) AND SERVICE

The Distributor, Delaware Distributors, L.P., serves as the national
distributor for the Fund under separate Distribution Agreements with Global
Funds, Inc. dated April 3, 1995, as amended on November 29, 1995.

Global Funds, Inc. has adopted a separate distribution plan under Rule
12b-1 for each of the Class A Shares, Class B Shares and Class C Shares of the
Fund (the "Plans"). Each Plan permits the Fund to pay the Distributor from the
assets of its respective Classes a monthly fee for the Distributor's services
and expenses in distributing and promoting sales of shares.

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, holding special promotions
for specified periods of time, and paying distribution and maintenance fees to
brokers, dealers and others. In connection with the promotion of shares of the
Classes, the Distributor may, from time to time, pay to participate in
dealer-sponsored seminars and conferences, and reimburse dealers for expenses
incurred in connection with preapproved seminars, conferences and advertising.
The Distributor may pay or allow additional promotional incentives to dealers as
part of preapproved sales contests and/or to dealers who provide extra training
and information concerning a Class and increase sales of the Class. In addition,
the Fund may make payments from the 12b-1 Plan fees of its respective Classes
directly to others, such as banks, who aid in the distribution of Class shares
or provide services in respect of such Classes, pursuant to service agreements
with Global Funds, Inc.

The 12b-1 Plan expenses relating to each of the Class B Shares and Class C
Shares of the Fund are also used to pay the Distributor for advancing the
commission costs to dealers with respect to the initial sale of such shares.

The aggregate fees paid by the Fund from the assets of the respective
Classes to the Distributor and others under the Plans may not exceed (i) 0.30%
of a Class A Shares' average daily net assets in any year, and (ii) 1% (0.25% of
which are service fees to be paid by the Fund to the Distributor, dealers and
others, for providing personal service and/or maintaining shareholder accounts)
of the Fund's Class B Shares' and the Class C Shares' average daily net assets
in any year. The Class A, Class B and Class C Shares will not incur any
distribution expenses beyond these limits, which may not be increased without
shareholder approval.

While payments pursuant to the Plans may not exceed 0.30% annually with
respect to the Fund's Class A Shares, and 1% annually with respect to the Fund's
Class B Shares and Class C Shares, the Plans do not limit fees to amounts
actually expended by the Distributor. It is therefore possible that the
Distributor may realize a profit in any particular year. However, the
Distributor currently expects that its distribution expenses will likely equal
or exceed payments to it under the Plans. The Distributor may, however, incur
such additional expenses and make additional payments to dealers from its own
resources to promote the distribution of shares of the

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Classes. The monthly fees paid to the Distributor under the Plans are subject to
the review and approval of Global Funds, Inc.'s unaffiliated directors, who may
reduce the fees or terminate the Plans at any time.

The Plans do not apply to the Institutional Class of shares of the Fund.
Those shares are not included in calculating the Plans' fees, and the Plans are
not used to assist in the distribution and marketing of the shares of the
Institutional Class of the Fund.

The Distributor and the Transfer Agent are also indirect, wholly owned
subsidiaries of DMH.

EXPENSES

The Fund is responsible for all of its own expenses other than those borne
by the Manager under the Investment Management Agreement and those borne by the
Distributor under the Distribution Agreement. For the fiscal year ended November
30, 1996, the ratio of operating expenses to average daily net assets for Class
A Shares, Class B Shares and Class C Shares of International Equity Fund were
1.85%, 2.55% and 2.55%, respectively. The ratios reflect the impact of each
Class' 12b-1 Plan and the voluntary waiver and payment of fees noted above.

Global Funds, Inc. is an open-end management investment company. Commonly
known as a mutual fund, Global Funds, Inc. was organized as a Maryland
corporation on May 30, 1991. Global Funds, Inc. currently offers six series of
shares - International Equity Series, International Trend Series, Global Bond
Series, Global Assets Series, Emerging Markets Series, and Global Equity Series.
Fund shares have a par value of $.01 and when issued will be fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
The shares have no preference as to conversion, exchange, dividends, retirement
or other features and have no preemptive rights. The Fund will vote separately
on any matter which affects only that Fund. Shares of the Fund have a priority
over shares of any other fund of Global Funds, Inc. in the assets and income of
that Fund.

Global Funds, Inc.'s shares have noncumulative voting rights which means
that the holders of more than 50% of Global Funds, Inc.'s shares voting for the
election of directors can elect 100% of the directors if they choose to do so.
Under Maryland law, Global Funds, Inc. is not required, and does not intend, to
hold annual meetings of shareholders unless, under certain circumstances, it is
required to do so under the 1940 Act. Shareholders of 10% or more of Global
Funds, Inc.'s outstanding shares may request that a special meeting be called to
consider the removal of a director.

In addition to Class A Shares, Class B Shares and Class C Shares,
International Equity Fund offers International Equity Fund Institutional Class.
Shares of each Class represent proportionate interests in the assets of the Fund
and have the same voting and other rights and preferences as the other classes
of the Fund, except that shares of International Equity Fund Institutional
Class, are not subject to, and may not vote on matters affecting, the
Distribution Plans under Rule 12b-1 relating to Class A, Class B and Class C
Shares. Similarly, as a general matter, the shareholders of Class A Shares,
Class B Shares and Class C Shares may vote only on matters affecting the 12b-1
Plan that relates to the class of shares that they hold. However, Class B Shares
of

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<PAGE> 129

the Fund may vote on any proposal to increase materially the fees to be paid by
the Fund under the 12b-1 Plan relating to Class A Shares.

OTHER INVESTMENT POLICIES AND RISK CONSIDERATIONS

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933 (the "1933 Act"). Rule 144A
permits many privately placed and legally restricted securities to be freely
traded among certain institutional buyers, such as the Fund. See Rule 144A
Securities under Other Investment Policies and Risk Considerations. The Fund may
invest no more than 10% of the value of its net assets in illiquid securities.

REPURCHASE AGREEMENTS

The Fund also may use repurchase agreements that are at least 100%
collateralized by securities in which the Fund can invest directly, including
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. Repurchase agreements help the Fund to invest cash on a
temporary basis. The Fund may invest cash balances in joint repurchase
agreements with other Delaware Group funds. Under a repurchase agreement, the
Fund acquires ownership and possession of a security, and the seller agrees to
buy the security back at a specified time and higher price. Repurchase
agreements involve the risks of loss if a seller defaults on its obligations
under the agreements. If the seller is unable to repurchase the security, the
Fund could experience delays in liquidating the securities. To minimize this
possibility, the Manager, pursuant to direction from the Global Funds, Inc.'s
Board of Directors, considers the creditworthiness of banks and dealers when
entering into repurchase agreements.

PORTFOLIO LOAN TRANSACTIONS

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.

The major risk to which the 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, and the borrower would fail to return the borrowed security.
Therefore, the Fund will only enter into loan arrangements after a review of all
pertinent facts by the Manager, subject to overall supervision by 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. In addition, the Fund will require borrowers to deliver
collateral to the Fund before lending securities. Creditworthiness will be
monitored on an ongoing basis by the Manager.

BORROWINGS

The Fund may borrow money as a temporary measure for extraordinary
purposes or to facilitate redemptions. The Fund will not borrow money in excess
of one-third of the value of its net assets. The Fund has no intention of
increasing its net income through borrowing. Any borrowing will be done from a
bank and, to the extent that such borrowing exceeds 5% of the value of the
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%, the Fund shall,
within three days thereafter (not including Sunday or holidays) or such longer
period as the U.S. Securities and Exchange Commission 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%. The Fund will not
pledge more than 10% of its net assets, or issue senior securities as defined in
the 1940 Act, except for notes to banks. Investment securities will not be
purchased while the Fund has an outstanding borrowing.

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<PAGE> 130

RULE 144A SECURITIES

While maintaining oversight, the Board of Directors of Global Funds, Inc.
has delegated to the Manager the day-to-day functions of determining whether or
not individual Rule 144A Securities are liquid for purposes of the Fund's 10%
limitation on investments in illiquid assets. The Board has instructed the
Manager to consider the following factors in determining the liquidity of a Rule
144A Security: (i) the frequency of trades and trading volume for the security;
(ii) whether at least three dealers are willing to purchase or sell the security
and the number of potential purchasers; (iii) whether at least two dealers are
making a market in the security; and (iv) the nature of the security and the
nature of the marketplace trades (e.g., the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of transfer).

If the Manager determines that a Rule 144A Security which was previously
determined to be liquid is no longer liquid and, as a result, the Fund's
holdings of illiquid securities exceed the Fund's 10% limitation on investments
in such securities, the Manager will determine what action to take to ensure
that the Fund continues to adhere to its respective limitation.

INVESTMENT COMPANY SECURITIES

Any investments that the Fund makes in closed-end investment companies
will be limited by the 1940 Act, and would involve an indirect payment of a
portion of the expenses, including advisory fees, of such other investment
companies. Under the 1940 Act's limitations, the Fund may not (1) own more than
3% of the voting stock of another investment company; (2) invest more than 5% of
the Fund's total assets in the shares of any one investment company; nor (3)
invest more than 10% of the Fund's total assets in shares of other investment
companies.

FOREIGN CURRENCY TRANSACTIONS

Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund will, however, from time to time, purchase or sell
foreign currencies and/or engage in forward foreign currency transactions in
order to expedite settlement of portfolio transactions and to minimize currency
value fluctuations. The Fund may conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market or through entering into contracts to purchase
or sell foreign currencies at a future date (i.e., a "forward foreign currency"
contract or "forward" contract). A forward contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract, agreed upon by the parties, at a
price set at the time of the contract. The Fund will convert currency on a spot
basis from time to time, and investors should be aware of the costs of currency
conversion.

The Fund may enter into forward contracts to "lock in" the price of a
security it has agreed to purchase or sell, in terms of U.S. dollars or other
currencies in which the transaction will be consummated. By entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars or
foreign currency, of the amount of foreign currency involved in the underlying
security transaction, the Fund will be able to protect itself against a possible
loss resulting from an adverse change in currency exchange rates during the
period between the date the security is purchased or sold and the date on which
payment is made or received.

When the Manager believes that the currency of a particular country may
suffer a significant decline against the U.S. dollar or against another
currency, the Fund may enter into a forward foreign currency 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 the Fund's securities
denominated in such foreign currency.

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<PAGE> 131

The Fund will not enter into forward contracts or maintain a net exposure
to such contracts where the consummation of the contracts would obligate the
Fund to deliver an amount of foreign currency in excess of the value of the
Fund's securities or other assets denominated in that currency.

At the maturity of a forward contract, the Fund may either sell the
portfolio security and make delivery of the foreign currency, or it may retain
the security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. The Fund may realize a gain or loss from currency
transactions.

The Fund also may purchase and write put and call options on foreign
currencies (traded on U.S. and foreign exchanges or over-the-counter) for
hedging purposes to protect against declines in the U.S. dollar cost of foreign
securities held by the Fund and against increases in the U.S. dollar cost of
such securities to be acquired. Call options on foreign currency written by the
Fund will be covered, which means that the Fund will own the underlying foreign
currency. With respect to put options on foreign currency written by the Fund,
the 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 to the amount the Fund will be required to pay upon exercise
of the put.

As in the case of other kinds of options, the writing of an option on
foreign currency will constitute only a partial hedge, up to the amount of the
premium received, and the Fund could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on foreign currency may constitute an effective hedge
against fluctuations in exchange rates, although, in the event of rate movements
adverse to the Fund's position, the Fund may forfeit the entire amount of the
premium plus related transaction costs. See Special Risk Considerations.

OPTIONS

The Manager may employ options techniques in an attempt to protect
appreciation attained and to take advantage of the liquidity available in the
options market. The Fund may purchase call options on foreign or U.S. securities
and indices and enter into related closing transactions. The Fund may also
purchase put options on such securities and indices and enter into related
closing transactions.

A call option enables the purchaser, in return for the premium paid, to
purchase securities from the writer of the option at an agreed price up to an
agreed date. The advantage is that the purchaser may hedge against an increase
in the price of securities it ultimately wishes to buy or take advantage of a
rise in a particular index. The Fund will only purchase call options to the
extent that premiums paid on all outstanding call options do not exceed 2% of
its total assets.

A put option enables the purchaser of the option, in return for the
premium paid, to sell the security underlying the option to the writer at the
exercise price during the option period, and the writer of the option has the
obligation to purchase the security from the purchaser of the option. The Fund
will only purchase put options to the extent that the premiums on all
outstanding put options do not exceed 2% of its total assets. The advantage is
that the purchaser can be protected should the market value of the security
decline or should a particular index decline.

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<PAGE> 132

Closing transactions essentially let the Fund offset put options or call
options prior to exercise or expiration. If the Fund cannot effect closing
transactions, it may have to hold a security it would otherwise sell or deliver
a security it might want to hold.

In purchasing put and call options, the premium paid by the Fund plus any
transaction costs will reduce any benefit realized by the Fund upon exercise of
the option.

The Fund may use both Exchange-traded and over-the-counter options.
Certain over-the-counter options may be illiquid. The Fund will only invest in
such options to the extent consistent with its 10% limitation on investment in
illiquid securities. The Fund will comply with U.S. Securities and Exchange
Commission asset segregation and coverage requirements when engaging in these
types of transactions.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

The principal purpose of the purchase or sale of futures contracts for the
Fund is to protect the Fund against the fluctuations in interest or exchange
rates which otherwise might adversely affect the value of the Fund's portfolio
securities or adversely affect the prices of securities which the Fund intends
to purchase at a later date without actually buying or selling such securities.

The Fund may enter into contracts for the purchase or sale for future
delivery of securities or foreign currencies. A purchase of a futures contract
means the acquisition of a contractual right to obtain delivery to the Fund of
the securities or foreign currency called for by the contract at a specified
price during a specified future month. When a futures contract is sold, the Fund
incurs a contractual obligation to deliver the securities or foreign currency
underlying the contract at a specified price on a specified date during a
specified future month. To the extent that the Fund invests in futures contracts
and options thereon for other than bona fide hedging purposes, the Fund will not
enter into such transactions if, immediately thereafter, the sum of the amount
of initial margin deposits and premiums paid for open futures options would
exceed 5% of the Fund's total assets, after taking into account unrealized
profits and unrealized losses on such contracts it has entered into; provided,
however, that, in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%.

The Fund may also purchase and write options to buy or sell futures
contracts. Options on futures are similar to options on securities except that
options on futures give the purchaser the right, in return for the premium paid,
to assume a position in a futures contract, rather than actually to purchase or
sell the futures contract, at a specified exercise price at any time during the
period of the option. When the 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 Custodian Bank. Thereafter, a
"variation margin" may be paid by the 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.

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<PAGE> 133

To the extent that interest or exchange rates or securities prices move in
an unexpected direction, the Fund may not achieve the anticipated benefits of
investing in futures contracts and options thereon, or may realize a loss. To
the extent that the Fund purchases an option on a futures contract and fails to
exercise the option prior to the exercise date, it will suffer a loss of the
premium paid. Further, the possible lack of a secondary market could prevent the
Fund from closing out its positions relating to futures.

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<PAGE> 134

APPENDIX A
INTERNATIONAL EQUITY FUND
ILLUSTRATIONS OF HYPOTHETICAL RETURNS ON INVESTMENTS BASED ON PURCHASE OPTION
$10,000 PURCHASE

<TABLE>
<CAPTION>
Scenario 1 Scenario 2 Scenario 3 Scenario 4
No Redemption Redeem 1st Year Redeem 3rd Year Redeem 5th Year
------------------------------------ --------------------------- --------------------------- ---------------------------
Year Class A Class B Class C Class A Class B Class C Class A Class B Class C Class A Class B Class C
---- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 9,525 10,000 10,000 9,525 10,000 10,000 9,525 10,000 10,000 9,525 10,000 10,000
1 10,478 10,930 10,930 10,478 10,530 10,830+ 10,478 10,930 10,930 10,478 10,930 10,930
2 11,525 11,946 11,946 11,525 11,946 11,946 11,525 11,946 11,946
3 12,678 13,058 13,058 12,678 12,758 13,058+ 12,678 13,058 13,058
4 13,946 14,272 14,272 13,946 14,272 14,272
5 15,340 15,599 15,599 15,340 15,399 15,599+
6 16,874 17,050 17,050
7 18,562 18,636 18,636
8 20,418+ 20,369 20,369
9 22,459 22,405* 22,263
10 24,705 24,646* 24,333
</TABLE>

*This assumes that Class B Shares were converted to Class A Shares
at the end of the eighth year.

$250,000 PURCHASE

<TABLE>
<CAPTION>
Scenario 1 Scenario 2 Scenario 3 Scenario 4
No Redemption Redeem 1st Year Redeem 3rd Year Redeem 5th Year
----------------------------------- ---------------------------- --------------------------- ----------------------------
Year Class A Class B Class C Class A Class B Class C Class A Class B Class C Class A Class B Class C
---- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 243,750 250,000 250,000 243,750 250,000 250,000 243,750 250,000 250,000 243,750 250,000 250,000
1 268,125 273,250 273,250 268,125 263,250 270,750+ 268,125 273,250 273,250 268,125 273,250 273,250
2 294,938 298,662 298,662 294,938 298,662 298,662 294,938 298,662 298,662
3 324,431 326,438 326,438 324,431 318,938 326,438+ 324,431 326,438 326,438
4 356,874+ 356,797 356,797 356,874+ 356,797 356,797
5 392,562 389,979 389,979 392,562 384,979 389,979
6 431,818 426,247 426,247
7 475,000 465,888 465,888
8 522,500 509,215 509,215
9 574,750 560,137* 556,572
10 632,225 616,150* 608,333
</TABLE>

*This assumes that Class B Shares were converted to Class A Shares
at the end of the eighth year.

Class A purchase subject to appropriate sales charge breakpoint (4.75% @
$10,000; 3.75% @ $100,000; 2.50% @ $250,000).

Class B purchase assessed appropriate CDSC upon redemption (4%-4%-3%-3%-2%-1% in
years 1-2-3-4-5-6).

Class C purchase assessed 1% CDSC upon redemption in year 1.

Figures marked "+" identify which Class offers the greater return potential
based on the investment amount, the holding period and the expense structure of
each Class.

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<PAGE> 135

APPENDIX B--CLASSES OFFERED

TOTAL RETURN
Devon Fund x x x -
Decatur Total Return Fund x x x -
Decatur Income Fund x x x -
Delaware Fund x x x -
Blue Chip Fund x x x -

INTERNATIONAL DIVERSIFICATION
Emerging Markets Fund x x x -
New Pacific Fund x x x -
International Equity Fund x x x -
World Growth Fund x x x -
Global Assets Fund x x x -
Global Bond Fund x x x -
International Trend Fund x x x -

CURRENT INCOME
Delchester Fund x x x -
Strategic Income Fund x x x -
Corporate Income Fund x x x -
Federal Bond Fund x x x -
U.S. Government Fund x x x -
Limited-Term Government Fund x x x -

TAX-FREE CURRENT INCOME
Tax-Free Pennsylvania Fund x x x -
Tax-Free USA Fund x x x -
Tax-Free Insured Fund x x x -
Tax-Free USA Intermediate Fund x x x -

MONEY MARKET FUNDS
Delaware Cash Reserve x x x x
U.S. Government Money Fund x - - x
Tax-Free Money Fund x - - x
</TABLE>

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<PAGE> 136

SUBJECT TO COMPLETION

The Delaware Group includes funds with a wide range of investment objectives.
Stock funds, income funds, tax-free funds, money market funds, global and
international funds and closed-end equity funds give investors the ability to
create a portfolio that fits their personal financial goals. For more
information, contact your financial adviser or call Delaware Group at
800-523-4640.

INVESTMENT MANAGER
Delaware International Advisers Ltd.
Veritas House
125 Finsbury Pavement
London, England EC2A 1NQ

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

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

INTERNATIONAL EQUITY FUND

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

A CLASS
- ---------------------------------------

B CLASS
- ---------------------------------------

C CLASS
- ---------------------------------------

P R O S P E C T U S
- ---------------------------------------
JULY , 1997

DELAWARE
GROUP

<PAGE> 137
GLOBAL EQUITY FUND PROSPECTUS
A CLASS SHARES JULY , 1997
B CLASS SHARES
C CLASS SHARES

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

1818 MARKET STREET, PHILADELPHIA, PA 19103

FOR PROSPECTUS AND PERFORMANCE:
NATIONWIDE 800-523-4640

INFORMATION ON EXISTING ACCOUNTS:
(SHAREHOLDERS ONLY)
NATIONWIDE 800-523-1918

DEALER SERVICES:
(BROKER/DEALERS ONLY)
NATIONWIDE 800-362-7500

REPRESENTATIVES OF FINANCIAL INSTITUTIONS:
NATIONWIDE 800-659-2265

This Prospectus describes the Global Equity Fund A Class of shares
("Class A Shares"), the Global Equity Fund B Class of shares ("Class B Shares")
and the Global Equity Fund C Class of shares ("Class C Shares") (individually, a
"Class" and collectively, the "Classes") of the Global Equity Series ("Global
Equity Fund" or the "Fund") of Delaware Group Global & International Funds, Inc.
("Global Funds, Inc."), a professionally-managed mutual fund of the series type.
The investment objective of the Fund is to achieve long-term growth without
undue risk to principal. The Fund seeks to achieve this objective by investing
in global securities that provide the potential for capital appreciation and
income.

This Prospectus sets forth information that you should read and
consider before you invest. Please retain it for future reference. The Fund's
Statement of Additional Information ("Part B" of Global Funds, Inc.'s
registration statement), dated July , 1997, as it may be amended from time to
time, contains additional information about the Fund and has been filed with the
Securities and Exchange Commission. Part B is incorporated by reference into
this Prospectus and is available, without charge, by writing to Delaware
Distributors, L.P. at the above address or by calling the above telephone
numbers.

The Fund also offers the Global Equity Fund Institutional Class, which
is available for purchase only by certain investors. A prospectus for the Global
Equity Fund Institutional Class can be obtained by writing to Delaware
Distributors, L.P. at the above address or by calling the above numbers.

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<PAGE> 138
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
COVER PAGE HOW TO BUY SHARES
SYNOPSIS REDEMPTION AND EXCHANGE
SUMMARY OF EXPENSES DIVIDENDS AND DISTRIBUTIONS
INVESTMENT OBJECTIVE AND POLICIES TAXES
SUITABILITY CALCULATION OF OFFERING PRICE AND
INVESTMENT STRATEGY NET ASSET VALUE PER SHARE
SPECIAL RISK CONSIDERATIONS MANAGEMENT OF THE FUND
THE DELAWARE DIFFERENCE OTHER INVESTMENT POLICIES AND
PLANS AND SERVICES RISK CONSIDERATIONS
RETIREMENT PLANNING APPENDIX A--INVESTMENT ILLUSTRATIONS
CLASSES OF SHARES APPENDIX B--CLASSES OFFERED
</TABLE>

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<PAGE> 139
SYNOPSIS

INVESTMENT OBJECTIVE
The investment objective of the Fund is to achieve long-term growth
without undue risk to principal. The Fund seeks to achieve this objective by
investing in global equity securities that provide the potential for capital
appreciation and income. The Fund is a global fund. As such, at least 65% of the
Fund's assets will be invested in equity securities of issuers organized or
having a majority of their assets in or deriving a majority of their income in
at least three different countries, one of which may be the United States. For
further details, see Investment Objective and Policies.

RISK FACTORS
Prospective investors should consider a number of factors:

1. Investing in securities of non-United States companies which are
generally denominated in foreign currencies and the utilization of forward
foreign currency exchange contracts involve certain risk and opportunity
considerations not typically associated with investing in United States
companies. See Special Risk Considerations and Other Investment Policies and
Risk Considerations.

2. The Fund has the right to engage in options and futures transactions
for hedging purposes, to counterbalance portfolio volatility. In connection with
futures transactions, the Fund will maintain certain collateral in special
accounts established with futures commission merchants directly or for their
benefit in the care of The Chase Manhattan Bank (the "Custodian Bank"). While
the Fund does not engage in options and futures for speculative purposes, there
are risks which result from the use of these instruments, and an investor
should carefully review the descriptions of these risks in this Prospectus. See
Options and Futures Contracts and Options on Futures Contracts under Other
Investment Policies and Risk Considerations.

INVESTMENT MANAGER, DISTRIBUTOR AND SERVICE AGENT
Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") is the investment manager for the Fund and, in that capacity,
provides investment advice to the Fund, subject to the supervision of Global
Funds, Inc.'s Board of Directors. Delaware Management Company, Inc. ("Delaware"
or the "Sub-Adviser") is the investment sub-adviser for the Fund and, in that
capacity, provides investment advice relating to U.S. securities. Delaware
Distributors, L.P. (the "Distributor") is the national distributor for the Fund
and for all of the other mutual funds in the Delaware Group. Delaware Service
Company, Inc. (the "Transfer Agent") is the shareholder servicing, dividend
disbursing, accounting services and transfer agent for the Fund and for all of
the other mutual funds in the Delaware Group. See Summary of Expenses and
Management of the Fund for further information regarding the Manager and the
Sub-Adviser and the fees payable under the Fund's Investment Management
Agreement and the Sub-Advisory Agreement on behalf of the Fund.

SALES CHARGES
The price of Class A Shares includes a maximum front-end sales charge
of 4.75% of the offering price, which is equivalent to 0.00% of the amount
invested, based on an initial net asset value of $8.50 per share. The front-end
sales charge is reduced on certain transactions of at least $100,000 but under
$1,000,000. There is no

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<PAGE> 140
front-end sales charge on purchases of $1,000,000 or more. Class A Shares are
subject to annual 12b-1 Plan expenses for the life of the investment.

The price of Class B Shares is equal to the net asset value per share.
Class B Shares are subject to a contingent deferred sales charge ("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
subject to annual 12b-1 Plan expenses for approximately eight years after
purchase. See Deferred Sales Charge Alternative - Class B Shares and Automatic
Conversion of Class B Shares under Classes of Shares.

The price of Class C Shares is equal to the net asset value per share.
Class C Shares are subject to a CDSC of 1% if shares are redeemed within 12
months of purchase. Class C Shares are subject to annual 12b-1 Plan expenses for
the life of the investment.

See Classes of Shares and Distribution (12b-1) and Service under
Management of the Fund.

PURCHASE AMOUNTS
Generally, the minimum initial investment in any Class is $1,000.
Subsequent investments must generally be at least $100.

REDEMPTION AND EXCHANGE
Class A Shares of the Fund may be redeemed or exchanged at the net
asset value calculated after receipt of the redemption or exchange request.
Neither the Fund nor the Distributor assesses a charge for redemptions or
exchanges of Class A Shares, except for certain redemptions of shares purchased
at net asset value, which may be subject to a CDSC if a dealer's commission was
paid in connection with such purchases. See Front-End Sales Charge Alternative -
Class A Shares under Classes of Shares.

Class B Shares and Class C Shares may be redeemed or exchanged at the
net asset value calculated after receipt of the redemption or exchange request
subject, in the case of redemptions, to any applicable CDSC. Neither the Fund
nor the Distributor assesses any charges other than the CDSC for redemptions or
exchanges of Class B or Class C Shares. There are certain limitations on an
investor's ability to exchange shares between the various classes of shares that
are offered. See Redemption and Exchange.

OPEN-END INVESTMENT COMPANY
Global Funds, Inc. is an open-end, registered management investment
company. Global Equity Fund operates as a diversified fund as defined under the
Investment Company Act of 1940 (the "1940 Act"). Global Funds, Inc. was
organized as a Maryland corporation on May 30, 1991. See Shares under Management
of the Fund.

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<PAGE> 141
SUMMARY OF EXPENSES

A general comparison of the sales arrangements and other expenses
applicable to Class A, Class B and Class C Shares follows:

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHAREHOLDER TRANSACTION EXPENSES SHARES SHARES SHARES
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge Imposed
on Purchases (as a percentage
of offering price)........................................ 4.75% None None

Maximum Sales Charge Imposed on
Reinvested Dividends (as a
percentage of offering price)............................. None None None

Maximum Contingent Deferred Sales Charge
(as a percentage of original purchase price or
redemption proceeds, as applicable)....................... None* 4.00%* 1.00%*

Redemption Fees.............................................. None** None** None**
</TABLE>

* Class A purchases of $1 million or more may be made at net asset value.
However, if in connection with any such purchase a dealer commission is
paid to the financial adviser through whom such purchase is effected, a
CDSC of 1% will be imposed on certain redemptions within 12 months of
purchase ("Limited CDSC"). 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; (iv) 1% if shares are redeemed during the sixth year
following purchase; and (v) 0% thereafter. Class C Shares are subject
to a CDSC of 1% if the shares are redeemed within 12 months of
purchase. See Contingent Deferred Sales Charge for Certain Redemptions
of Class A Shares Purchased at Net Asset Value under Redemption and
Exchange; Deferred Sales Charge Alternative - Class B Shares and Level
Sales Charge Alternative - Class C Shares under Classes of Shares.

** CoreStates Bank, N.A. currently charges $7.50 per redemption for
redemptions payable by wire.

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<PAGE> 142
<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES CLASS A CLASS B CLASS C
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) SHARES SHARES SHARES
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees (after voluntary waivers).................... _____% _____% _____%

12b-1 Plan Expenses (including service fees)
(after voluntary waivers).................................... 0.00%+/++ 0.00%+/++ 0.00%+/++

Other Operating Expenses
(after voluntary payments)................................... %++ %++ %++
======= ======= =======

Total Operating Expenses
(after voluntary waivers and payments)................. 0.80%++ 0.80%++ 0.80%++
===== ===== =====
</TABLE>

+ Class A Shares, Class B Shares and Class C Shares are subject to
separate 12b-1 Plans. Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charges permitted by
rules of the National Association of Securities Dealers, Inc. (the
"NASD"). The Distributor has elected voluntarily to waive its right to
receive 12b-1 Plan fees (including service fees) from the commencement
of the public offering of the Classes through December 31, 1997. In
the absence of those waivers, 12b-1 Plan expenses would equal 0.30% for
Class A Shares and 1.00% for each of the Class B and Class C Shares.
See Distribution (12b-1) and Service under Management of the Fund.

++ "Total Operating Expenses" and "Other Operating Expenses" for the Class
A Shares, the Class B Shares and the Class C Shares are based on
estimated amounts for the first full fiscal year of the Classes, after
giving effect to the voluntary expense waiver. As noted above, the
Distributor has elected to voluntarily waive 12b-1 Plan expenses
through December 31, 1997. Also, the Manager has elected
voluntarily to waive that portion, if any, of the annual management
fees payable by the Fund and to pay certain expenses of the Fund to the
extent necessary to ensure that the Total Operating Expenses of each
Class of the Fund, excluding each such Class' 12b-1 fees, do not exceed
0.80%, from the commencement of the public offering of the Classes
through December 31, 1997. If the voluntary expense waivers by the
Distributor and the Manager were not in effect, it is estimated that
for the first full year, the Total Operating Expenses, as a percentage
of average daily net assets, would be _____%, _____% and _____%,
respectively, for the Class A Shares, the Class B Shares and the Class
C Shares, reflecting management fees of 0.80%.

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<PAGE> 143
Unless waived, investors utilizing the Delaware Group Asset Planner
allocation service will incur an annual maintenance fee of $35 per strategy.
Investors who utilize the Asset Planner for an Individual Retirement Plan
("IRA") will pay an annual IRA fee of $15 per Social Security Number.

For expense information about the Global Equity Fund Institutional
Class of shares, see the separate prospectus relating to that class.

<TABLE>
<CAPTION>
ASSUMING REDEMPTION ASSUMING NO REDEMPTION
1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
<S> <C> <C> <C> <C>
CLASS A SHARES $_____(1) $_____ $_____ $_____

CLASS B SHARES(2) $_____ $_____ $_____ $_____

CLASS C SHARES $_____ $_____ $_____ $_____
</TABLE>

The purpose of the above tables is to assist the investor in
understanding the various costs and expenses that an investor in each Class will
bear directly or indirectly.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.

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<PAGE> 144
INVESTMENT OBJECTIVE AND POLICIES

SUITABILITY
Investors considering an investment in Global Equity Fund should have a
long-term investment time frame.

Investments in foreign securities whether equity or fixed-income,
involve special risks including those related to currency fluctuations, as well
as to political, economic and social situations different from and potentially
more volatile than those in the United States. In addition, the accounting, tax
and financial reporting standards of foreign countries are different from and
may be less reliable or comprehensive than those relating to U.S. securities
issuers. See Special Risk Considerations for a complete discussion of the risk
factors affecting any international investment. For these reasons, the Fund is
not suitable for short-term investors. However, through the cautious selection
and supervision of its portfolio, the Manager and Sub-Adviser will strive to
achieve the Fund's objective.

The Fund may be suitable for investors with a long-term time horizon
who are looking for long-term growth potential from a portfolio of international
securities.

Ownership of shares of the Fund reduces the bookkeeping and
administrative inconveniences that would be involved with direct purchases of
the securities held in the Fund's portfolio.

INVESTMENT STRATEGY
The objective of Global Equity Fund is to achieve long-term growth
without undue risk to principal. The Fund seeks to achieve this objective by
investing in global equity securities that provide the potential for capital
appreciation and income. The Fund is a global fund. Under normal circumstances,
at least 65% of the Fund's assets will be invested in equity securities of
issuers organized or having a majority of their assets in or deriving a majority
of their operating income in at least three different countries, one of which
may be the United States. The Fund will invest in a broad range of equity
securities including common stocks, preferred stocks, convertible securities and
warrants. The Fund may also invest in sponsored or unsponsored American
Depositary Receipts, European Depositary Receipts or Global Depositary Receipts
("Depositary Receipts"), which are receipts typically issued by a bank or trust
company evidencing ownership of underlying securities issued by a foreign
company.

The Fund will attempt to achieve its objective by investing in
securities traded in equity markets and currencies that the Manager and
Sub-Adviser believe offer the best relative value within the global investment
universe. A dividend discount model will be employed to assess value across
country boundaries. When using a dividend discount analysis to value individual
equity markets, the Manager and Sub-Adviser will look at future anticipated
dividends and discount the value of those dividends back to what they would be
worth if they

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<PAGE> 145
were being paid today. The Manager and Sub-Adviser will use this technique to
attempt to compare the value of different investments.

In a global portfolio, currency return is also an integral component of
an investment's total return. The Manager and Sub-Adviser will use a purchasing
power parity approach to access the value of individual currencies. Purchasing
power parity attempts to identify the amounts of goods and services that a
dollar will buy in the United States and compare that to the amount of a foreign
currency required to buy the same amount of goods and services in another
country. Eventually, currencies should trade at levels that would make it
possible for the dollar to buy the same amount of goods and services overseas as
in the United States. When the dollar buys less, the foreign currency may be
considered to be overvalued. When the dollar buys more, the currency may be
considered to be undervalued.

Simultaneous with identifying the most attractive equity markets and
currencies, the Manager will attempt to purchase undervalued securities.
Individual equity securities around the world will be selected on the basis of
an analysis of the issuing company's operations, financial statements and each
company's current valuation. In the selection process, the Manager and
Sub-Adviser will place special emphasis on present dividend yield and
expectations for dividend growth.

The Fund may purchase securities in any foreign country, developed and
underdeveloped, or emerging market countries. With respect to certain countries,
investments by an investment company may only be made through investments in
closed-end investment companies that in turn are authorized to invest in the
securities of such countries. See Investment Company Securities under Other
Investment Policies and Risk Considerations.

The Fund may also seek to achieve growth through investment of up to
35% of its assets in income producing debt securities such as U.S. or foreign
government or corporate bonds. In addition, for temporary defensive purposes,
the Fund may invest all or a substantial portion of its assets in high quality
debt instruments issued by foreign governments, their agencies,
instrumentalities or political subdivisions, the U.S. government, its agencies
or instrumentalities (and which are backed by the full faith and credit of the
U.S. government), or issued by foreign or U.S. companies. For example, the Fund
may invest in U.S. fixed-income markets when the Manager believes that the
global equity markets are excessively volatile or overvalued so that the Fund's
objective cannot be achieved in such markets. Any corporate debt obligations
will be rated AA or better by Standard & Poor's Ratings Group ("S&P"), Aa or
better by Moody's Investors Service, Inc. ("Moody's"), or have an equivalent
rating from another nationally recognized statistical rating organization, or
if unrated, will be determined to be of comparable quality by the Manager. The
Fund may also invest in the securities listed above pending investment of
proceeds from new sales of Fund shares and to maintain sufficient cash to meet
redemption requests.

RESTRICTED AND ILLIQUID SECURITIES
The Fund may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933 (the "1933 Act"). Rule 144A
permits many privately placed and legally restricted securities to be freely
traded among certain institutional buyers, such as the Fund. See Rule 144A
Securities under Other Investment Policies and Risk Considerations. The Fund may
invest up to 15% of the value of its net assets in illiquid securities which are
securities which may not be disposed of within seven days at the price at which
they are carried on the Fund's books.

* * *

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<PAGE> 146
The Fund may invest in securities issued in any currency and may hold
foreign currency. Securities of issuers within a given country may be
denominated in the currency of another country or in multinational currency
units such as the European Currency Unit ("ECU"). For purposes of the 1940 Act,
the Fund will operate as a diversified fund. The Fund will not concentrate its
investments in any particular industry, which means that the Fund will not
invest 25% or more of its total assets in any one industry.

The Fund's investment objective, Global Funds, Inc.'s designation as an
open-end investment company, the Fund's designation as a diversified fund, and
the Fund's policies concerning portfolio lending, borrowing and concentration
may not be changed unless authorized by the vote of a majority of the Fund's
outstanding voting securities. A vote of a "majority of the outstanding voting
securities" is the vote by the holders of the lesser of a) 67% or more of the
Fund's voting securities present in person or represented by proxy if the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy; or b) more than 50% of the outstanding voting
securities. Part B lists other more specific investment restrictions of the Fund
which may not be changed without a majority shareholder vote.

The remaining investment policies of the Fund not identified above are
not fundamental and may be changed by the Board of Directors of Global Funds,
Inc. without a shareholder vote. See Special Risk Considerations and Other
Investment Policies and Risk Considerations.

SPECIAL RISK CONSIDERATIONS
Shareholders should understand that all investments involve risk and
there can be no guarantee against loss resulting from an investment in the Fund,
nor can there be any assurance that the Fund's investment objective will be
attained.

Foreign securities risk. The Fund has the right to purchase securities
in any developed, underdeveloped or emerging country. Investors should consider
carefully the substantial risks involved in investing in securities issued by
companies and governments of foreign nations. These risks are in addition to the
usual risks inherent in domestic investments. There is the possibility of
expropriation, nationalization or confiscatory taxation, taxation of income
earned in foreign nations or other taxes imposed with respect to investments in
foreign nations, foreign exchange control (which may include suspension of the
ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.

The Fund may encounter difficulty or be unable to pursue legal remedies
and obtain judgments in foreign courts. Commission rates on securities
transactions in foreign countries, which are sometimes fixed

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<PAGE> 147
rather than subject to negotiation as in the United States, are likely to be
higher. Further, the settlement period of securities transactions in foreign
markets may be longer than in domestic markets, and may be subject to
administrative uncertainties. In many foreign countries, there is less
government supervision and regulation of business and industry practices, stock
exchanges, brokers and listed companies than in the United States, and capital
requirements for brokerage firms are generally lower. The foreign securities
markets of many of the countries in which the Fund may invest may also be
smaller, less liquid and subject to greater price volatility than those in the
United States.

Emerging Markets Securities Risk. Compared to the United States and
other developed countries, in addition to the risks described above, emerging
countries may have volatile social conditions, relatively unstable governments
and political systems, economies based on only a few industries and economic
structures that are less diverse and mature, and securities markets that trade a
small number of securities, which can result in a low or nonexistent volume of
trading. Prices in these securities markets tend to be volatile and, in the
past, securities in these countries have offered greater potential for gain (as
well as loss) than securities of companies located in developed countries. Until
recently, there has been an absence of a capital market structure or market-
oriented economy in certain emerging countries. Further, investments and
opportunities for investments by foreign investors are subject to a variety of
national policies and restrictions in many emerging countries. These
restrictions may take the form of prior governmental approval, limits on the
amount or type of securities held by foreigners, limits on the types of
companies in which foreigners may invest and prohibitions on foreign investments
in issuers or industries deemed sensitive to national interests. Additional
restrictions may be imposed at any time by these or other countries in which the
Fund invests. Also, the repatriation of both investment income and capital from
several foreign countries is restricted and controlled under certain
regulations, including, in some cases, the need for certain governmental
consents. Although these restrictions may in the future make it undesirable to
invest in emerging countries, the Manager does not believe that any current
repatriation restrictions would affect its decision to invest in such countries.
Countries such as those in which the Fund may invest have historically
experienced and may continue to experience, substantial, and in some periods
extremely high rates of inflation for many years, high interest rates, exchange
rate fluctuations or currency depreciation, large amounts of external debt,
balance of payments and trade difficulties and extreme poverty and unemployment.
Other factors which may influence the ability or willingness to service debt
include, but are not limited to, a country's cash flow situation, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of its debt service burden to the economy as a whole, its
government's policy towards the International Monetary Fund, the World Bank and
other international agencies and the political constraints to which a government
debtor may be subject.

With respect to investments in debt issues of foreign governments, the
ability of a foreign government or government-related issuer to make timely and
ultimate payments on its external debt obligations will also be strongly
influenced by the issuer's balance of payments, including export performance,
its access to international credits and investments, fluctuations in interest
rates and the extent of its foreign reserves. A country whose exports are
concentrated in a few commodities or whose economy depends on certain strategic
imports could be vulnerable to fluctuations in international prices of these
commodities or imports. To the extent that a country receives payment for its
exports in currencies other than dollars, its ability to make debt payments
denominated in dollars could be adversely affected. If a foreign government or
government-related issuer cannot generate sufficient earnings from foreign trade
to service its external debt, it may need to depend on continuing loans and aid
from foreign governments, commercial banks and multilateral organizations, and
inflows of foreign investment. The commitment on the part of these foreign
governments, multilateral organizations and others to make such disbursements
may be conditioned on the government's implementation of economic reforms and/or
economic performance and the timely service of its obligations. Failure to

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<PAGE> 148
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may curtail the willingness of such third parties
to lend funds, which may further impair the issuer's ability or willingness to
service its debts in a timely manner. The cost of servicing external debt will
also generally be adversely affected by rising international interest rates
because many external debt obligations bear interest at rates which are adjusted
based upon international interest rates. The ability to service external debt
will also depend on the level of the relevant government's international
currency reserves and its access to foreign exchange. Currency devaluations may
affect the ability of a government issuer to obtain sufficient foreign exchange
to service its external debt.

Risks related to additional investment techniques. With respect to
forward foreign currency contracts, the precise matching of forward contract
amounts and the value of the securities involved is generally not possible since
the future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
date the forward contract is entered into and the date it matures. The
projection of short-term currency strategy is highly uncertain.

For additional information about the Fund's investment policies and
certain risks associated with investments in certain types of securities
including purchasing put and call options, futures contracts and options
thereon, and options on foreign currencies, see Other Investment Policies and
Risk Considerations.

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<PAGE> 149
THE DELAWARE DIFFERENCE

PLANS AND SERVICES
The Delaware Difference is our commitment to provide you with superior
information and quality service on your investments in the Delaware Group of
funds.

SHAREHOLDER PHONE DIRECTORY

INVESTOR INFORMATION CENTER
800-523-4640

FUND INFORMATION; LITERATURE; PRICE; YIELD AND PERFORMANCE FIGURES

SHAREHOLDER SERVICE CENTER
800-523-1918

INFORMATION ON EXISTING REGULAR INVESTMENT ACCOUNTS AND RETIREMENT PLAN
ACCOUNTS; WIRE INVESTMENTS; WIRE LIQUIDATIONS; TELEPHONE LIQUIDATIONS
AND TELEPHONE EXCHANGES

DELAPHONE
800-362-FUND
(800-362-3863)

PERFORMANCE INFORMATION
You can call the Investor Information Center at any time for current
performance information. Total return information may also be included in
advertisements and information given to shareholders.

DELAPHONE SERVICE
Delaphone is an account inquiry service for investors with
Touch-Tone(R) phone service. It enables you to get information on your account
faster than the mailed statements and confirmations. Delaphone also provides
current performance information on the Fund, as well as other funds in the
Delaware Group. Delaphone is available seven days a week, 24 hours a day.

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<PAGE> 150
DUPLICATE CONFIRMATIONS
If your financial adviser or investment dealer is noted on your
investment application, we will send a duplicate confirmation to him or her.
This makes it easier for your adviser to help you manage your investments.

TAX INFORMATION
Each year, Global Funds, Inc. will mail to you information on the tax
status of your dividends and distributions.

DIVIDEND PAYMENTS
Dividends, capital gains and other distributions are automatically
reinvested in your account,. You may, however, elect to have the dividends
earned in one fund automatically invested in another Delaware Group fund with a
different investment objective, subject to certain exceptions and limitations.

For more information, see Additional Methods of Adding to Your
Investment - Dividend Reinvestment Plan under How to Buy Shares or call the
Shareholder Service Center.

RIGHT OF ACCUMULATION
With respect to Class A Shares, the Right of Accumulation feature
allows you to combine the value of your current holdings of Class A Shares,
Class B Shares and Class C Shares of the Fund with the dollar amount of new
purchases of Class A Shares of the Fund to qualify for a reduced front-end sales
charge on such purchases of Class A Shares. Under the COMBINED PURCHASES
PRIVILEGE, you may also include certain shares that you own in other funds in
the Delaware Group. See Classes of Shares.

LETTER OF INTENTION
The Letter of Intention feature permits you to obtain a reduced
front-end sales charge on purchases of Class A Shares by aggregating certain of
your purchases of Delaware Group fund shares over a 13-month period. See Classes
of Shares and Part B.

12-MONTH REINVESTMENT PRIVILEGE
The 12-Month Reinvestment Privilege permits you to reinvest proceeds
from a redemption of Class A Shares, within one year of the date of the
redemption, without paying a front-end sales charge. See Part B.

EXCHANGE PRIVILEGE
The Exchange Privilege permits shareholders to exchange all or part of
their shares into shares of other funds in the Delaware Group, subject to
certain exceptions and limitations. For additional information on exchanges, see
Investing by Exchange under How to Buy Shares and Redemption and Exchange.

WEALTH BUILDER OPTION
You may elect to invest in the Fund through regular liquidations of
shares in your accounts in other funds in the Delaware Group. Investments under
this feature are exchanges and are therefore subject to the same conditions and
limitations as other exchanges of Fund shares. See Additional Methods of Adding
to Your Investment - Wealth Builder Option and Investing by Exchange under How
to Buy Shares, and Redemption and Exchange.

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<PAGE> 151
DELAWARE GROUP ASSET PLANNER
Delaware Group Asset Planner is an asset allocation service that gives
you, working with a professional financial adviser, the ability to more easily
design and maintain investments in a diversified selection of Delaware Group
mutual funds. The Asset Planner service offers a choice of four predesigned
allocation strategies (each with a different risk/reward profile) made up of
separate investments in predetermined percentages of Delaware Group funds. With
the guidance of a financial adviser, you may also tailor an allocation strategy
that meets your personal needs and goals. See How to Buy Shares.

FINANCIAL INFORMATION ABOUT THE FUND
Each fiscal year, you will receive an audited annual report and an
unaudited semi-annual report. These reports provide detailed information about
each Fund's investments and performance. Global Funds, Inc.'s fiscal year ends
on November 30.

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<PAGE> 152
RETIREMENT PLANNING

Under certain circumstances, an investment in the Fund may be suitable
for tax-deferred retirement plans. Among the retirement plans noted below, Class
B Shares are available for investment only by Individual Retirement Accounts,
Simplified Employee Pension Plans, 457 Deferred Compensation Plans and 403(b)(7)
Deferred Compensation Plans.

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. 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 the Global Equity
Fund Institutional Class. For additional information on any of the plans and
Delaware's retirement services, call the Shareholder Service Center or see Part
B.

INDIVIDUAL RETIREMENT ACCOUNT ("IRA")
Individuals, even if they participate in an employer-sponsored
retirement plan, may establish their own retirement program for investments in
each of the Classes. Contributions to an IRA may be tax-deductible and earnings
are tax-deferred. The tax deductibility of IRA contributions is restricted, and
in some cases eliminated, for individuals who participate in certain
employer-sponsored retirement plans and whose annual income exceeds certain
limits. Existing IRAs and future contributions up to the IRA maximums, whether
deductible or not, still earn on a tax-deferred basis.

SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION PLAN ("SAR/SEP")
New SAR/SEP plans may not be established after December 31, 1996.
Employers must have no more than 25 employees to maintain an existing SEP/IRA
that permits salary deferral contributions. An employer may also elect to make
additional contributions to this plan. Class B Shares are not available for
purchase by such plans.

403(b)(7) DEFERRED COMPENSATION PLAN
Permits employees of public school systems or of certain types of
non-profit organizations to enter into a deferred compensation arrangement for
the purchase of shares of each of the Classes.

457 DEFERRED COMPENSATION PLAN
Permits employees of state and local governments and certain other
entities to enter into a deferred compensation arrangement for the purchase of
shares of each of the Classes.

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<PAGE> 153
PROTOTYPE 401(K) DEFINED CONTRIBUTION PLAN
Permits employers to establish a tax-qualified plan based on salary
deferral contributions for investment in Class A Shares or Class C Shares. Class
B Shares are not available for purchase by such plans.

ALLIED PLANS
Class A Shares are available for purchase by participants in certain
401(k) Defined Contribution Plans ("Allied Plans") which are made available
under a joint venture agreement between the Distributor and another institution
through which mutual funds are marketed and which allow investments in Class A
Shares of designated Delaware Group funds ("eligible Delaware Group fund
shares"), as well as shares of designated classes of non-Delaware Group funds
("eligible non-Delaware Group fund shares"). Class B Shares and Class C Shares
are not eligible for purchase by Allied Plans.

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<PAGE> 154
CLASSES OF SHARES

ALTERNATIVE PURCHASE ARRANGEMENTS
Shares may be purchased at a price equal to the next determined net
asset value per share, subject to a sales charge which may be imposed, at the
election of the purchaser, at the time of the purchase for Class A Shares
("front-end sales charge alternative"), or on a contingent deferred basis for
Class B Shares ("deferred sales charge alternative") or Class C Shares ("level
sales charge alternative").

Class A Shares. An investor who elects the front-end sales charge
alternative acquires Class A Shares, which incur a sales charge when they are
purchased, but generally are not subject to any sales charge when they are
redeemed. Absent any applicable fee waiver, Class A Shares are subject to annual
12b-1 Plan expenses of up to a maximum of 0.30% of average daily net assets of
such shares. Certain purchases of Class A Shares qualify for reduced front-end
sales charges. See Front-End Sales Charge Alternative - Class A Shares, below.
See also Contingent Deferred Sales Charge for Certain Redemptions of Class A
Shares Purchased at Net Asset Value under Redemption and Exchange and
Distribution (12b-1) and Service under Management of the Fund.

Class B Shares. An investor who elects the deferred sales charge
alternative acquires Class B Shares, which do not incur a front-end sales charge
when they are purchased, but are subject to a contingent deferred sales charge
if they are redeemed within six years of purchase. Absent any applicable fee
waiver, Class B Shares are 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 such shares for approximately eight
years after purchase. Class B Shares permit all of the investor's dollars to
work from the time the investment is made. If no waiver of 12b-1 fees is in
effect, the higher 12b-1 Plan expenses paid by Class B Shares will cause such
shares to have a higher expense ratio and to pay lower dividends than Class A
Shares. At the end of approximately eight years after purchase, the Class B
Shares will automatically be converted into Class A Shares and, thereafter, for
the remainder of the life of the investment, the annual 12b-1 Plan fee of up to
0.30% for the Class A Shares will apply. See Automatic Conversion of Class B
Shares, below.

Class C Shares. An investor who elects the level sales charge
alternative acquires Class C Shares, which do not incur a front-end sales charge
when they are purchased, but are subject to a contingent deferred sales charge
if they are redeemed within 12 months of purchase. Absent any applicable fee
waiver, Class C Shares are 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 such shares for the life of the
investment. If no waiver of 12b-1 fees is in effect, the higher 12b-1 Plan
expenses paid by Class C Shares will cause such shares to have a higher expense
ratio and to pay lower dividends than Class A Shares. Unlike Class B Shares,
Class C Shares do not convert to another class.

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<PAGE> 155
The alternative purchase arrangements described above permit investors
to choose the method of purchasing shares that is most suitable 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, purchase Class B Shares and have the entire
initial purchase amount invested in the Fund with their investment being subject
to a CDSC if they redeem shares within six years of purchase, or purchase Class
C Shares and have the entire initial purchase amount invested in the Fund with
their investment being subject to a CDSC if they redeem shares within 12 months
of purchase. In addition, investors should consider the level of annual 12b-1
Plan expenses applicable to each Class. If no waiver of 12b-1 fees is in effect,
the higher 12b-1 Plan expenses on Class B Shares and Class C Shares will be
offset to the extent a return is realized on the additional money initially
invested upon the purchase of such shares. However, there can be no assurance as
to the return, if any, that will be realized on such additional money, and the
effect of earning a return on such additional money will diminish over time. In
comparing Class B Shares to Class C Shares, investors should also consider the
desirability of an automatic conversion feature, which is available only for
Class B Shares.

For the distribution and related services provided to, and the expenses
borne on behalf of, the Fund, absent any applicable fee waiver, the Distributor
and others will be paid, in the case of the Class A Shares, from the proceeds of
the front-end sales charge and 12b-1 Plan fees and, in the case of the Class B
Shares and the Class C Shares, from the proceeds of the 12b-1 Plan fees and, if
applicable, the CDSC incurred upon redemption. Financial advisers may receive
different compensation for selling Class A, Class B and Class C Shares.
Investors should understand that the purpose and function of the respective
12b-1 Plans and the CDSCs applicable to Class B Shares and Class C Shares are
the same as those of the 12b-1 Plan and the front-end sales charge applicable to
Class A Shares in that such fees and charges are used to finance the
distribution of the respective Classes. See Distribution (12b-1) and Service
under Management of the Fund.

Dividends paid on Class A, Class B and Class C Shares, to the extent
any dividends are paid, will be calculated in the same manner, at the same time,
on the same day and will be in the same amount, except that, when assessed, the
additional amount of 12b-1 Plan expenses relating to Class B Shares and Class C
Shares will be borne exclusively by such shares. See Calculation of Offering
Price and Net Asset Value Per Share.

The NASD has adopted certain rules relating to investment company sales
charges. Global Funds, Inc. and the Distributor intend to operate in compliance
with these rules.

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<PAGE> 156
Purchases of $100,000 or more carry a reduced front-end sales charge as
shown in the following table.

<TABLE>
<CAPTION>
GLOBAL EQUITY FUND A CLASS
- -------------------------------------------------------------------------------------------------------------------
Dealer's
Front-End Sales Charge as % of Commission***
Amount of Purchase Offering Amount as % of
Price Invested** Offering Price
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000 4.75% 0.00% 4.00%
$100,000 but under $250,000 3.75 0.00 3.00
$250,000 but under $500,000 2.50 0.00 2.00
$500,000 but under $1,000,000* 2.00 0.00 1.60
</TABLE>

* There is no front-end sales charge on purchases of Class A Shares of $1
million or more but, under certain limited circumstances, a 1% Limited
CDSC may apply upon redemption of such shares.

** Based upon the initial net asset value of $8.50 per share of the Class
A Shares.

*** Financial institutions or their affiliated brokers may receive an
agency transaction fee in the percentages set forth above.
- -------------------------------------------------------------------------------

The 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 the Fund. Such
reduced front-end sales charges are not retroactive.

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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 made in accordance with the following schedule:

<TABLE>
<CAPTION>
DEALER'S COMMISSION
(as a percentage of
AMOUNT OF PURCHASE amount purchased)
<S> <C> <C>
Up to $2 million .00%
Next $1 million up to $3 million .75
Next $2 million up to $5 million .50
Amount over $5 million .25
</TABLE>

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 may be aggregated with those of the Class A Shares
of the 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.

COMBINED PURCHASES PRIVILEGE
By combining your holdings of Class A Shares with your holdings of
Class B Shares and/or Class C Shares of the Fund and shares of other funds in
the Delaware Group, except those noted below, you can reduce the front-end sales
charges on any additional purchases of Class A Shares. Shares of Delaware Group
Premium Fund, Inc. beneficially owned in connection with ownership of variable
insurance products may be combined with other Delaware Group fund holdings.
Shares of other funds that do not carry a front-end sales charge or CDSC may not
be included unless they were acquired through an exchange from a Delaware Group
fund that does carry a front-end sales charge or CDSC.

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<PAGE> 158
Combined purchases of $1,000,000 or more, including certain purchases
made at net asset value pursuant to a Right of Accumulation or under a Letter of
Intention, may result in the payment of a dealer's commission and the
applicability of a Limited CDSC. Investors should consult their financial
advisers or the Shareholder Service Center about the operation of these
features. See Front-End Sales Charge Alternative Class A Shares, above.

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 the Fund's institutional class. Officers,
directors and key employees of institutional clients of the Manager or any of
its 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.

The Fund must be notified in advance that an investment qualifies for
purchase at net asset value.

GROUP INVESTMENT PLANS
Group Investment Plans (e.g., SEP/IRA, SAR/SEP, Prototype Profit
Sharing, Pension and 401(k) Defined Contribution Plans) may benefit from the
reduced front-end sales charges available on the Class A Shares set forth in the
table on page __, based on total plan assets. In addition, 403(b)(7) and 457
Retirement Plan Accounts may benefit from a reduced front-end sales charge on
Class A Shares based on the total amount invested by all participants in the
plan by satisfying the following criteria: (i) the employer for which the plan
was established has 250 or more eligible employees and the plan lists only one
broker of record, or (ii) the plan includes employer contributions and the plan
lists only one broker of record. If a company has more than one plan investing
in the Delaware Group of funds, then the total amount invested in all plans will
be aggregated to

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<PAGE> 159
determine the applicable front-end sales charge reduction on each purchase, both
initial and subsequent, if, at the time of each such purchase, the company
notifies the Fund that it qualifies for the reduction. Employees participating
in such Group Investment Plans may also combine the investments held in their
plan account to determine the front-end sales charge applicable to purchases in
non-retirement Delaware Group investment accounts if, at the time of each such
purchase, they notify the Fund that they are eligible to combine purchase
amounts held in their plan account.

For additional information on retirement plans, including plan forms,
applications, minimum investments and any applicable account maintenance fees,
contact your investment dealer or the Distributor.

For other retirement plans and special services, see Retirement
Planning.

DEFERRED SALES CHARGE ALTERNATIVE - CLASS B SHARES
Class B Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently anticipates
compensating dealers or brokers for selling Class B Shares at the time of
purchase from its own assets in an amount equal to no more than 4% of the dollar
amount purchased. In addition, 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 pay additional compensation to dealers or
brokers for selling Class B Shares at the time of purchase. As discussed below,
however, absent any applicable fee waiver, Class B Shares are subject to annual
12b-1 Plan expenses and, if redeemed within six years of purchase, a CDSC.

Proceeds from the CDSC and the annual 12b-1 Plan fees, if any, are paid
to the Distributor and others for providing distribution and related services,
and bearing related expenses, in connection with the sale of Class B Shares.
These payments support the compensation paid to dealers or brokers for selling
Class B Shares. Payments to the Distributor and others under the Class B 12b-1
Plan may be in an amount equal to no more than 1% annually. The combination of
the CDSC and the proceeds of the 12b-1 Plan fees makes it possible for the Fund
to sell Class B Shares without deducting a front-end sales charge at the time of
purchase.

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<PAGE> 160
Class B Shares of a fund acquired through a reinvestment of dividends
will convert to the corresponding Class A Shares of that fund (or, in the case
of Delaware Group Cash Reserve, Inc., the Delaware Cash Reserve Consultant
Class) pro-rata with Class B Shares of that fund not acquired through dividend
reinvestment.

All such automatic conversions of Class B Shares will constitute
tax-free exchanges for federal income tax purposes. See Taxes.

LEVEL SALES CHARGE ALTERNATIVE - CLASS C SHARES
Class C Shares may be purchased at net asset value without a front-end
sales charge and, as a result, the full amount of the investor's purchase
payment will be invested in Fund shares. The Distributor currently anticipates
compensating dealers or brokers for selling Class C Shares at the time of
purchase from its own assets in an amount equal to no more than 1% of the dollar
amount purchased. As discussed below, however, absent any applicable fee waiver,
Class C Shares are subject to annual 12b-1 Plan expenses and, if redeemed within
12 months of purchase, a CDSC.

Proceeds from the CDSC and the annual 12b-1 Plan fees, if any, are paid
to the Distributor and others for providing distribution and related services,
and bearing related expenses, in connection with the sale of Class C Shares.
These payments support the compensation paid to dealers or brokers for selling
Class C Shares. Payments to the Distributor and others under the Class C 12b-1
Plan may be in an amount equal to no more than 1% annually.

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<PAGE> 161
The following table sets forth the rates of the CDSC for the Class B
Shares of the Fund:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE (AS A
PERCENTAGE OF
DOLLAR AMOUNT
YEAR AFTER PURCHASE MADE SUBJECT TO CHARGE)

<S> <C> <C>
0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None
</TABLE>

During the seventh year after purchase and, thereafter, until converted
automatically into Class A Shares, Class B Shares will still be subject to the
annual 12b-1 Plan expenses of up to 1% of average daily net assets of those
shares, absent any applicable fee waiver. See Automatic Conversion of Class B
Shares, above. Investors are reminded that the Class A Shares into which the
Class B Shares will convert are subject to ongoing annual 12b- 1 Plan expenses
of up to a maximum of 0.30% of average daily net assets of such shares.

All investments made during a calendar month, regardless of what day of
the month the investment occurred, will age one month on the last day of that
month and each subsequent month.

The CDSC is 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.

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<PAGE> 162
Commission. It is likely that the NASD's Rules of Fair Practice will be amended
such that the ability of the Distributor to pay non-cash compensation as
described above will be restricted in some fashion. The Distributor intends to
comply with the NASD's Rules of Fair Practice as they may be amended.

GLOBAL EQUITY FUND INSTITUTIONAL CLASS
In addition to offering the Class A, Class B and Class C Shares, the
Fund also offers the Global Equity Fund Institutional Class, which is described
in a separate prospectus and is available for purchase only by certain
investors. Global Equity Fund Institutional Class shares generally are
distributed directly by the Distributor and do not have a front-end sales
charge, a CDSC or a Limited CDSC, and are not subject to 12b-1 Plan distribution
expenses. To obtain the prospectus that describes the Global Equity Fund
Institutional Class, contact the Distributor by writing to the address or by
calling the telephone number listed on the back of this Prospectus.

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<PAGE> 163
HOW TO BUY SHARES

INVESTING BY MAIL
1. Initial Purchases--An Investment Application or, in the case of a retirement
account, an appropriate retirement plan application, must be completed, signed
and sent with a check payable to Global Equity Fund A Class, Global Equity Fund
B Class or Global Equity Fund C Class, to Delaware Group at 1818 Market Street,
Philadelphia, PA 19103.

INVESTING BY WIRE
You may purchase shares by requesting your bank to transmit funds by
wire to CoreStates Bank, N.A., ABA #031000011, account number 1412893401
(include your name(s) and your account number for the Class in which you are
investing).

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<PAGE> 164
2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to CoreStates Bank, N.A., as described above. You should advise the
Shareholder Service Center by telephone of each wire you send.

If you want to wire investments to a retirement plan account, call the
Shareholder Service Center for special wiring instructions.

Holders of Class A Shares may exchange all or part of their shares for
certain of the shares of other funds in the Delaware Group, including other
Class A Shares, but may not exchange their Class A Shares for Class B Shares or
Class C Shares of the Fund or of any other fund in the Delaware Group. Holders
of Class B Shares of the Fund are permitted to exchange all or part of their
Class B Shares only into Class B Shares of other Delaware Group funds.
Similarly, holders of Class C Shares of the Fund are permitted to exchange all
or part of their Class C Shares only into Class C Shares of other Delaware Group
funds. See Appendix B--Classes Offered for a list of funds that offer Class A,
Class B, Class C and Consultant Class Shares. Class B Shares of the Fund and
Class C Shares of the Fund acquired by exchange will continue to carry the CDSC
and, in the case of Class B Shares, the automatic conversion schedule of the
fund from which the exchange is made. The holding period of Class B Shares of
the Fund acquired by exchange will be added to that of the shares that were
exchanged for purposes of determining the time of the automatic conversion into
Class A Shares of the Fund.

Permissible exchanges into Class A Shares of the Fund will be made
without a front-end sales charge, except for exchanges of shares that were not
previously subject to a front-end sales charge (unless such shares were acquired
through the reinvestment of dividends). Permissible exchanges into Class B
Shares or Class C Shares of the Fund will be made without the imposition of a
CDSC by the fund from which the exchange is being made at the time of the
exchange.

See Allied Plans under Retirement Planning for information on exchanges
by participants in an Allied Plan.

ADDITIONAL METHODS OF ADDING TO YOUR INVESTMENT
Call the Shareholder Service Center for more information if you wish to
use the following services:

1. Automatic Investing Plan
THE AUTOMATIC INVESTING PLAN ENABLES YOU TO MAKE REGULAR MONTHLY
INVESTMENTS WITHOUT WRITING OR MAILING CHECKS. You may authorize Global Funds,
Inc. to transfer a designated amount monthly from your checking account to your
account. Many shareholders use this as an automatic savings plan. Shareholders
should allow a reasonable amount of time for initial purchases and changes to
these plans to become effective.

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<PAGE> 165
2. Direct Deposit
YOU MAY HAVE YOUR EMPLOYER OR BANK MAKE REGULAR INVESTMENTS DIRECTLY TO
YOUR FUND ACCOUNT FOR YOU (for example: payroll deduction, pay by phone, annuity
payments). The Fund also accepts preauthorized recurring government and private
payments by Electronic Fund Transfer, which avoids mail time and check clearing
holds on payments such as social security, federal salaries, Railroad Retirement
benefits, etc.

* * *

4. Dividend Reinvestment Plan
You can elect to have your distributions (capital gains and/or dividend
income) invested in your Fund account or invested in certain other funds in the
Delaware Group, subject to the exceptions noted below as well as the eligibility
and minimum purchase requirements set forth in each fund's prospectus.

Reinvestments of distributions into Class A Shares of the Fund or of
other Delaware Group funds are made without a front-end sales charge.
Reinvestments of distributions into Class B Shares of the Fund or of other
Delaware Group funds or into Class C Shares of the Fund or of other Delaware
Group funds are also made without any sales charge and will not be subject to a
CDSC if later redeemed. See Automatic Conversion of Class B Shares under Classes
of Shares for information concerning the automatic conversion of Class B Shares
acquired by reinvesting dividends.

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<PAGE> 166
shares (the "Class B Funds"). Similarly, holders of Class C Shares of the Fund
may reinvest their distributions only into Class C Shares of the funds in the
Delaware Group which offer that class of shares (the "Class C Funds"). See
Appendix B--Classes Offered for a list of the funds offering those classes of
shares. For more information about reinvestments, call the Shareholder Service
Center.

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. As previously described, 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. Or, with the help of a financial adviser, you may 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, above. 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 the
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. See Appendix B--Classes Offered for the funds in the Delaware Group that
offer consultant class shares.

An annual maintenance fee, currently $35 per Strategy, is typically due
at the time of initial investment and by September 30th 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 30th. However, the annual 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. See Part B.

PURCHASE PRICE AND EFFECTIVE DATE
The offering price and net asset value of the Class A, Class B and
Class C Shares are determined 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.

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<PAGE> 167
The effective date of a purchase made through an investment dealer is
the date the order is received by the Fund. The effective date of a direct
purchase is the day your wire, electronic transfer or check is received, unless
it is received after the time the offering price or net asset value of shares is
determined, as noted above. Purchase orders received after such time will be
effective the next business day.

THE CONDITIONS OF YOUR PURCHASE
The Fund reserves the right to reject any purchase order. If a purchase
is canceled because your check is returned unpaid, you are responsible for any
loss incurred. The Fund can redeem shares from your account(s) to reimburse
itself for any loss, and you may be restricted from making future purchases in
any of the funds in the Delaware Group. The Fund reserves the right to reject
purchase orders paid by third-party checks or checks that are not drawn on a
domestic branch of a United States financial institution. If a check drawn on a
foreign financial institution is accepted, you may be subject to additional bank
charges for clearance and currency conversion.

The Fund also reserves the right, following shareholder notification,
to charge a service fee on non- retirement accounts that, as a result of a
redemption, have remained below the minimum stated account balance for a period
of three or more consecutive months. Holders of such accounts may be notified of
their insufficient account balance and advised that they have until the end of
the current calendar quarter to raise their balance to the stated minimum. If
the account has not reached the minimum balance requirement by that time, the
Fund will charge a $9 fee for that quarter and each subsequent calendar quarter
until the account is brought up to the minimum balance. The service fee will be
deducted from the account during the first week of each calendar quarter for the
previous quarter, and will be used to help defray the cost of maintaining
low-balance accounts. No fees will be charged without proper notice, and no CDSC
will apply to such assessments.

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<PAGE> 168
REDEMPTION AND EXCHANGE

YOU CAN REDEEM OR EXCHANGE YOUR SHARES IN A NUMBER OF DIFFERENT WAYS.
The exchange service is useful if your investment requirements change and you
want an easy way to invest in other equity funds, bond funds, tax-advantaged
funds or money market funds. This service is also useful if you are anticipating
a major expenditure and want to move a portion of your investment into a fund
that has the checkwriting feature. Exchanges are subject to the requirements of
each fund and all exchanges of shares constitute taxable events. See Taxes.
Further, in order for an exchange to be processed, shares of the fund being
acquired must be registered in the state where the acquiring shareholder
resides. You may want to consult your financial adviser or investment dealer to
discuss which funds in the Delaware Group will best meet your changing
objectives, and the consequences of any exchange transaction. You may also call
the Delaware Group directly for fund information.

Except as noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. For exchange requests, you must
also provide the name of the fund you want to receive the proceeds. Exchange
instructions and redemption requests must be signed by the record owner(s)
exactly as the shares are registered. You may request a redemption or an
exchange by calling the Shareholder Service Center at 800-523-1918. The Fund may
suspend, terminate, or amend the terms of the exchange privilege upon 60 days'
written notice to shareholders.

The Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. The Fund will honor redemption requests as to shares for which a check
was tendered as payment, but the Fund will not mail or wire the proceeds until
it is reasonably satisfied that the check has cleared, which may take up to 15
days from the purchase date. You can avoid this potential delay if you purchase
shares by wiring Federal Funds. The Fund reserves the right to reject a written
or telephone redemption request or delay payment of redemption proceeds if there
has been a recent change to the shareholder's address of record.

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<PAGE> 169
There is no front-end sales charge or fee for exchanges made between
shares of funds which both carry a front-end sales charge. Any applicable
front-end sales charge will apply to exchanges from shares of funds not subject
to a front-end sales charge, except for exchanges involving assets that were
previously invested in a fund with a front-end sales charge and/or exchanges
involving the reinvestment of dividends.

Holders of Class B Shares or Class C Shares that exchange their shares
("Original Shares") for shares of other funds in the Delaware Group (in each
case, "New Shares") in a permitted exchange, will not be subject to a CDSC that
might otherwise be due upon redemption of the Original Shares. However, such
shareholders will continue to be subject to the CDSC and, in the case of Class B
Shares, the automatic conversion schedule of the Original Shares as described in
this Prospectus and any CDSC assessed upon redemption will be charged by the
Fund from which the Original Shares were exchanged. In an exchange of Class B
Shares from the Fund, the Fund's CDSC schedule may be higher than the CDSC
schedule relating to the New Shares acquired as a result of the exchange. For
purposes of computing the CDSC that may be payable upon a disposition of the New
Shares, the period of time that an investor held the Original Shares is added to
the period of time that an investor held the New Shares. With respect to Class B
Shares, the automatic conversion schedule of the Original Shares may be longer
than that of the New Shares. Consequently, an investment in New Shares by
exchange may subject an investor, absent any applicable fee waiver, to the
higher 12b-1 fees applicable to Class B Shares of the Fund for a longer period
of time than if the investment in New Shares were made directly.

WRITTEN REDEMPTION
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103
to redeem some or all of your shares. The request must be signed by all owners
of the account or your investment dealer of record. For redemptions of more than
$50,000, or when the proceeds are not sent to the shareholder(s) at the address
of record, the Fund requires a signature by all owners of the account and a
signature guarantee for each owner. Each signature guarantee must be supplied by
an eligible guarantor institution. The Fund reserves the right to reject a
signature guarantee supplied by an eligible institution based on its
creditworthiness. The Fund may require further documentation from corporations,
executors, retirement plans, administrators, trustees or guardians.

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<PAGE> 170
WRITTEN EXCHANGE
You may also write to the Fund (at 1818 Market Street, Philadelphia, PA
19103) to request an exchange of any or all of your shares into another mutual
fund in the Delaware Group, subject to the same conditions and limitations as
other exchanges noted above.

The Telephone Redemption--Check to Your Address of Record service and
the Telephone Exchange service, both of which are described below, are
automatically provided unless you notify the Fund in writing that you do not
wish to have such services available with respect to your account. The Fund
reserves the right to modify, terminate or suspend these procedures upon 60
days' written notice to shareholders. It may be difficult to reach the Fund by
telephone during periods when market or economic conditions lead to an unusually
large volume of telephone requests.

Neither the Fund nor its 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, the 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, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. Instructions received by telephone are
generally tape recorded, and a written confirmation will be provided for all
purchase, exchange and redemption transactions initiated by telephone. By
exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

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<PAGE> 171
TELEPHONE EXCHANGE
The Telephone Exchange feature is a convenient and efficient way to
adjust your investment holdings as your liquidity requirements and investment
objectives change. You or your investment dealer of record can exchange your
shares into other funds in the Delaware Group under the same registration,
subject to the same conditions and limitations as other exchanges noted above.
As with the written exchange service, telephone exchanges are subject to the
requirements of each fund, as described above. Telephone exchanges may be
subject to limitations as to amounts or frequency.

CONTINGENT DEFERRED SALES CHARGE FOR CERTAIN REDEMPTIONS OF CLASS A SHARES
PURCHASED AT NET ASSET VALUE
A Limited CDSC will be imposed on certain redemptions of Class A Shares
(or shares into which such Class A Shares are exchanged) made within 12 months
of purchase, if such purchases were made at net asset value and triggered the
payment by the Distributor of the dealer's commission previously described. See
Classes of Shares.

Redemptions of such Class A Shares held for more than 12 months will
not be subjected to the Limited CDSC and an exchange of such Class A Shares into
another Delaware Group fund will not trigger the imposition of the Limited CDSC
at the time of such exchange. The period a shareholder owns shares into which
Class A Shares are exchanged will count towards satisfying the 12-month holding
period. The Limited CDSC is assessed if such 12-month period is not satisfied
irrespective of whether the redemption triggering its payment is of Class A
Shares of the Fund or Class A Shares acquired in the exchange.

WAIVER OF LIMITED CONTINGENT DEFERRED SALES CHARGE - CLASS A SHARES
The Limited CDSC for Class A Shares on which a dealer's commission has
been paid will be waived in the following instances: (i) redemptions that result
from the Fund's right to liquidate a shareholder's account if the aggregate net
asset value of the shares held in the account is less than the then-effective
minimum account size; (ii) distributions to participants from a retirement plan
qualified under section 401(a) or 401(k) of the Internal Revenue Code of 1986,
as amended (the "Code"), or due to death of a participant in such a plan; (iii)
redemptions pursuant to the direction of a participant or beneficiary of a
retirement plan qualified under section 401(a) or 401(k) of the Code with
respect to that retirement plan; (iv) distributions from a section 403(b)(7)
Plan or an IRA due to death, disability, or attainment of age 59 1/2; (v)
returns of excess contributions to an IRA; (vi) distributions by other employee
benefit plans to pay benefits; and (vii) redemptions by the classes of

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shareholders who are permitted to purchase shares at net asset value, regardless
of the size of the purchase (see Buying Class A Shares at Net Asset Value under
Classes of Shares).

WAIVER OF CONTINGENT DEFERRED SALES CHARGE - CLASS B AND CLASS C SHARES
The CDSC is waived on certain redemptions of Class B Shares in
connection with the following redemptions: (i) redemptions that result from the
Fund's right to liquidate a shareholder's account if the aggregate net asset
value of the shares held in the account is less than the then-effective minimum
account size; (ii) returns of excess contributions to an IRA or 403(b)(7)
Deferred Compensation Plan; (iii) required minimum distributions from an IRA,
403(b)(7) Deferred Compensation Plan or 457 Deferred Compensation Plan; and (iv)
distributions from an account if the redemption results from the death of all
registered owners of the account (in the case of accounts established under the
Uniform Gifts to Minors or Uniform Transfers to Minors Acts or trust accounts,
the waiver applies upon the death of all beneficial owners) or a total and
permanent disability (as defined in Section 72 of the Code) of all registered
owners occurring after the purchase of the shares being redeemed.

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<PAGE> 173
DIVIDENDS AND DISTRIBUTIONS

Global Funds, Inc. declares a dividend on to all shareholders of record
of each Class of the Fund at the time the offering price of shares is
determined. See Purchase Price and Effective Date under How to Buy Shares. Thus,
when redeeming shares, dividends continue to be credited up to and including the
date of redemption.

Global Equity Fund will normally declare and make payments from net
investment income on an annual basis. Both dividends and distributions, if any,
are automatically reinvested in your account at net asset value.

In addition to the dividends from net investment income and
distributions from realized securities profits that the Fund may declare and
make, as noted above, in order to satisfy certain distribution requirements of
the Tax Reform Act of 1986, the Fund may declare special year-end dividend and
capital gains distributions during October, November or December to shareholders
of record on a date in such month. Such distributions, if received by
shareholders by January 31, are deemed to have been paid by the Fund and
received by shareholders on the earlier of the date paid or December 31 of the
prior year.

Each class of the Fund will share proportionately in the investment
income and expenses of the Fund, except that, absent any applicable fee waiver,
the per share dividends from net investment income on the Class A Shares, the
Class B Shares and the Class C Shares will vary due to the expenses under the
12b-1 Plan applicable to each Class. Generally, the dividends per share on Class
B Shares and Class C Shares can be expected to be lower than the dividends per
share on Class A Shares because the expenses under the 12b-1 Plans relating to
Class B and Class C Shares will be higher than the expenses under the 12b-1 Plan
relating to Class A Shares. See Distribution (12b-1) and Service under
Management of the Fund.

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TAXES

The Fund intends to qualify as a regulated investment company under
Subchapter M of the Code. As such, the 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.

Although dividends generally will be treated as distributed when paid,
dividends which are declared in October, November, or December to shareholders
of record in such a month, but which, for operational reasons, may not be paid
to the shareholder until the following January, will be treated for tax purposes
as if paid by the Fund and received by the shareholder on December 31 of the
year declared.

The sale of shares of the Fund is a taxable event and may result in a
capital gain or loss to shareholders subject to tax. Capital gain or loss may be
realized from an ordinary redemption of shares or an exchange of shares between
the Fund and any other fund in the Delaware Group. Any loss incurred on a sale
or exchange of Fund shares that had been held for six months or less will be
treated as long-term capital loss to the extent of capital gains dividends
received with respect to such shares. All or a portion of the sales charge
incurred in acquiring a Fund's shares will be excluded from the federal tax
basis of any of such shares sold or exchanged within 90 days of their purchase
(for purposes of determining gain or loss upon sale of such shares) if the sale
proceeds are reinvested in such Fund or in another fund in the Delaware Group of
funds and a sales charge that would otherwise apply to the reinvestment is
reduced or eliminated. Any portion of such sales charge excluded from the tax
basis of the shares sold will be added to the tax basis of the shares acquired
in the reinvestment.

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certain limitations under the Code. Shareholders will be informed by a Fund at
the end of each calendar year regarding the availability of any credits on and
the amount of foreign source income to be included in their income tax returns.

In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions. Distributions of interest income and capital gains
realized from certain types of U.S. government securities may be exempt from
state personal income taxes. Shares of the Fund are exempt from Pennsylvania
county personal property taxes.

See Accounting and Tax Issues and Distributions and Taxes in Part B for
additional information on tax matters relating to the Fund and its shareholders.

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CALCULATION OF OFFERING PRICE AND NET ASSET VALUE PER SHARE

The offering price and NAV 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 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 Global Equity Fund Institutional Class will not incur any of the
expenses under Global Funds, Inc.'s 12b-1 Plans, and Class A, Class B and Class
C Shares of each Fund alone will bear the 12b-1 Plan expenses payable under
their respective Plans. Due to the specific distribution expenses and other
costs that will be allocable to each class, the NAV of each class of the Fund
will vary.

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MANAGEMENT OF THE FUND

DIRECTORS
The business and affairs of Global Funds, Inc. are managed under the
direction of its Board of Directors. Part B contains additional information
regarding Global Funds, Inc.'s directors and officers.

INVESTMENT MANAGER AND SUB-ADVISER
Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") furnishes investment management services to the Fund. Delaware
International is affiliated with Delaware Management Company, Inc. ("Delaware"
or the "Sub-Adviser") which manages the U.S. securities portion of the Fund. The
Manager has offices located at Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.

Delaware and its predecessors have been managing the funds in the
Delaware Group since 1938. On November 30, 1996, Delaware and its affiliates
within the Delaware Group, including Delaware International, were managing in
the aggregate more than $32 billion in assets in various institutional or
separately managed (approximately $20,311,203,919) and investment company
(approximately $11,765,348,126) accounts.

Under the Investment Management Agreement between the Manager and
Global Funds, Inc. on behalf of Global Equity Fund, the Manager is paid an
annual fee equal to 0.80% of the Fund's average daily net assets.

As noted below, the Distributor has temporarily elected to voluntarily
waive its right to receive 12b-1 fees. Delaware International has also elected
voluntarily to waive that portion, if any, of the annual management fees payable
by Global Equity Fund and to pay expenses of the Fund to the extent necessary to
ensure that the Total Operating Expenses (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) of Class A Shares, Class B
Shares and Class C Shares do not exceed 0.80%.

Subject to the overall supervision of the Manager, the Sub-Adviser
manages the U.S. securities portion of Global Equity Fund's portfolio and
furnishes the Manager with investment recommendations, asset allocation advice,
research and other investment services with respect to U.S. securities. For the
services provided to the Manager, the Manager pays the Sub-Adviser a monthly fee
equal to 50% of the fee paid to the Manager under the terms of the Investment
Management Agreement.

Elizabeth Desmond has primary responsibility for making day-to-day
investment decisions for the Fund and has had such responsibility since its
inception. Ms. Desmond is a graduate of Wellesley College and the masters
program in East Asian studies at Stanford University. After working for the
Japanese government for two years, she began her investment career as a Pacific
Basin investment manager with Shearson Lehman Global Asset Management. Prior to
joining Delaware in the Spring of 1991, she was a Pacific Basin equity analyst
and senior portfolio manager at Hill Samuel Investment Advisers Ltd. Ms. Desmond
is a CFA charterholder. Robert L. Arnold, Vice President/Portfolio Manager for
the Fund, has responsibility for making

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investment decisions for the U.S. equity portion of Global Equity Fund and has
had such responsibility for the Fund since its inception. Prior to this at the
Delaware Group, he was a financial analyst focusing on the financial services
industry including banks, thrifts, insurance companies and consumer finance
companies. He holds a BS from Carnegie Mellon University and earned an MBA from
the University of Chicago. He began his investment career as a management
consultant with Arthur Young in Philadelphia. Prior to joining Delaware Group in
March 1992, Mr. Arnold was a planning analyst with Chemical Bank in New York.

PORTFOLIO TRADING PRACTICES
The Fund normally will not invest for short-term trading purposes.
However, the Fund may sell securities without regard to the length of time they
have been held. The degree of portfolio activity will affect brokerage costs of
the Fund and may affect taxes payable by the Fund's shareholders to the extent
that net capital gains are realized. Given the Fund's investment objective, it
is anticipated that the portfolio turnover rate of the Fund will not exceed
100%.

The Manager and the Sub-Adviser use their best efforts to obtain the
best available price and most favorable execution for portfolio transactions.
Orders may be placed with brokers or dealers who provide brokerage and research
services to the Manager or the Sub-Adviser or their advisory clients. These
services may be used by the Manager and the Sub-Adviser in servicing any of
their respective accounts. Subject to best price and execution, the Manager and
the Sub-Adviser may consider a broker/dealer's sales of a Fund's shares in
placing portfolio orders and may place orders with broker/dealers that have
agreed to defray certain Fund expenses such as custodian fees.

PERFORMANCE INFORMATION
From time to time, the Fund may quote total return performance of its
Classes in advertising and other types of literature.

Total return will be based on a hypothetical $1,000 investment,
reflecting the reinvestment of all distributions at net asset value and: (i) in
the case of Class A Shares, the impact of the maximum front-end sales charge at
the beginning of each specified period; and (ii) in the case of Class B Shares
and Class C Shares, the deduction of any applicable CDSC at the end of the
relevant period. Each presentation will include the average annual total return
for one-, five- and ten-year or life of fund periods, as relevant. Each Fund may
also advertise aggregate and average total return information concerning a Class
over additional periods of time. In addition, the Fund may present total return
information that does not reflect the deduction of the maximum front-end sales
charge or any applicable CDSC. In this case, such total return information would
be more favorable than total return information that includes deductions of the
maximum front-end sales charge or any applicable CDSC.

Because securities prices fluctuate, investment results of the Classes
will fluctuate over time. Past performance is not a guarantee of future results.

DISTRIBUTION (12B-1) AND SERVICE
The Distributor, Delaware Distributors, L.P., serves as the national
distributor of the Fund's shares under a Distribution Agreement with Global
Funds, Inc. dated as of July , 1997.

Global Funds, Inc. has adopted a separate distribution plan under Rule
12b-1 for each of the Class A Shares, Class B Shares and Class C Shares of the
Fund (the "Plans"). The Plans permit the Fund to pay the Distributor from the
assets of the respective Classes a monthly fee for services and expenses in
distributing and

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<PAGE> 179

promoting sales of shares. 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, holding
special promotions for specified periods of time, and paying distribution and
maintenance fees to brokers, dealers and others. In connection with the
promotion of shares of the Classes, the Distributor may, from time to time, pay
to participate in dealer-sponsored seminars and conferences, and reimburse
dealers for expenses incurred in connection with preapproved seminars,
conferences, and advertising. The Distributor may pay or allow additional
promotional incentives to dealers as part of preapproved sales contests and/or
to dealers who provide extra training and information concerning a Class and
increase sales of the Class. In addition, the Fund may make payments from the
12b-1 plan fees of the respective Class directly to others, such as banks, who
aid in the distribution of Class shares or provide services in respect of a
Class, pursuant to service agreements with Global Funds, Inc. The Distributor
has elected voluntarily to waive its right to receive 12b-1 fees (including
service fees) from the commencement of the public offering of the Classes
through December 31, 1997.

The 12b-1 Plan expenses relating to each of the Class B Shares and
Class C Shares of the Fund are also used to pay the Distributor for advancing
the commission costs to dealers with respect to the initial sale of such shares.

Absent any applicable fee waiver, the aggregate fees paid by the Fund
from the assets of the respective Classes to the Distributor and others under
the Plans may not exceed (i) 0.30% of the Class A Shares' average daily net
assets in any year, and (ii) 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 each of the Class B Shares' and Class C
Shares' average daily net assets in any year. The Class A, Class B and Class C
Shares will not incur any distribution expenses beyond these limits, which may
not be increased without shareholder approval.

While payments, if any, pursuant to the Plans may not exceed 0.30%
annually with respect to the Class A Shares, and 1% annually with respect to
each of the Class B Shares and the Class C Shares, the Plans do not limit fees
to amounts actually expended by the Distributor. It is therefore possible that
the Distributor may realize a profit in any particular year. However, the
Distributor currently expects that distribution expenses will likely equal or
exceed payments under the Plans. The Distributor may, however incur such
additional expenses and make additional payments to dealers from its own
resources to promote the distribution of shares of the Classes. The monthly fees
paid to the Distributor under the Plans are subject to the review and approval
of Global Funds, Inc.'s unaffiliated directors, who may reduce the fees or
terminate the Plans at any time.

The Fund's Plans do not apply to the Global Equity Fund Institutional
Class of shares. Those shares are not included in calculating the Plans' fees,
and the Plans are not used to assist in the distribution and marketing of the
Global Equity Fund Institutional Class shares.

The Transfer Agent, Delaware Service Company, Inc., serves as the
shareholder servicing, dividend disbursing and transfer agent for the Fund
pursuant to a Shareholders Services Agreement. The Transfer Agent also provides
accounting services to the Fund pursuant to the terms of a separate Fund
Accounting Agreement. The directors of Global Funds, Inc. annually review
service fees paid to the Transfer Agent.

The Distributor and the Transfer Agent are also indirect, wholly owned
subsidiaries of DMH.

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<PAGE> 180
EXPENSES
The Fund is responsible for all of its own expenses other than those
borne by the Manager under the Investment Management Agreement and those borne
by the Distributor under the Distribution Agreements. The expense ratio of each
Class will reflect the impact of its 12b-1 Plan.

SHARES
Global Funds, Inc. is an open-end management investment company.
Commonly known as a mutual fund, Global Funds, Inc. was organized as a Maryland
corporation on May 30, 1991. Global Funds, Inc. currently offers six series of
shares - International Equity Series, Global Bond Series, Global Assets Series,
Emerging Markets Series, International Trend Series and Global Equity Series.
Fund shares have a par value of $.01 and when issued will be fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
The shares have no preference as to conversion, exchange, dividends, retirement
or other features and have no preemptive rights. Each Fund will vote separately
on any matter which affects only that Fund. Shares of each Fund have a priority
over shares of any other fund of Global Funds, Inc. in the assets and income of
that Fund.

Global Equity Fund also offers Global Equity Fund Institutional Class
of shares, as well as Class A Shares, Class B Shares and Class C Shares. Shares
of each Class represent proportionate interests in the assets of the Fund and
have the same voting and other rights and preferences as the other classes of
the Fund, except that shares of Global Equity Fund Institutional Class are not
subject to, and may not vote on matters affecting, the Distribution Plans under
Rule 12b-1 relating to Class A, Class B and Class C Shares. Similarly, as a
general matter, the shareholders of Class A Shares, Class B Shares and Class C
Shares may vote only on matters affecting the 12b-1 Plan that relates to the
class of shares that they hold. However, Class B Shares of the Fund may vote on
any proposal to increase materially the fees to be paid by the Fund under the
12b-1 Plan relating to Class A Shares.

It is expected that Lincoln National Corporation Employees' Retirement
Trust (the "Trust") will make an initial investment in the Fund, which could
result in the Trust holding up to 100% of the outstanding shares of the Fund.
Subject to certain limited exceptions, there would be no limitation on the
Trust's ability to redeem its shares of the Fund and it may elect to do so at
any time.

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<PAGE> 181
OTHER INVESTMENT POLICIES AND RISK CONSIDERATIONS

REPURCHASE AGREEMENTS
The Fund also may use repurchase agreements that are at least 100%
collateralized by securities in which the Fund can invest directly, including
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. Repurchase agreements help the Fund to invest cash on a
temporary basis. The Fund may invest cash balances in joint repurchase
agreements with other Delaware Group funds. Under a repurchase agreement, the
Fund acquires ownership and possession of a security, and the seller agrees to
buy the security back at a specified time and higher price. Repurchase
agreements involve the risks of loss if a seller defaults on its obligations
under the agreements. If the seller is unable to repurchase the security, the
Fund could experience delays in liquidating the securities. To minimize this
possibility, the Manager, pursuant to direction from the Global Funds, Inc.'s
Board of Directors, considers the creditworthiness of banks and dealers when
entering into repurchase agreements.

PORTFOLIO LOAN TRANSACTIONS
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.

The major risk to which the 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, and the borrower would fail to return the borrowed security.
Therefore, the Fund will only enter into loan arrangements after a review of all
pertinent facts by the Manager, subject to overall supervision by 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. In addition, the Fund will require borrowers to deliver
collateral to the Fund before lending securities. Creditworthiness will be
monitored on an ongoing basis by the Manager.

BORROWINGS
The Fund may borrow money as a temporary measure for extraordinary
purposes or to facilitate redemptions. The Fund will not borrow money in excess
of one-third of the value of its net assets. The Fund has no intention of
increasing its net income through borrowing. Any borrowing will be done from a
bank and, to the extent that such borrowing exceeds 5% of the value of the
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%, the Fund shall,
within three days thereafter (not including Sunday or holidays) or such longer
period as the U.S. Securities and Exchange Commission 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%. The Fund will not
pledge more than 10% of its net assets, or issue senior securities as defined in
the 1940 Act, except for notes to banks. Investment securities will not be
purchased while the Fund has an outstanding borrowing.

RULE 144A SECURITIES
While maintaining oversight, the Board of Directors of Global Funds,
Inc. has delegated to the Manager the day-to-day functions of determining
whether or not individual Rule 144A Securities are liquid for purposes of the
Fund's 15% limitation on investments in illiquid assets. The Board has
instructed the Manager to consider the following factors in determining the
liquidity of a Rule 144A Security: (i) the frequency of trades and trading
volume for the security; (ii) whether at least three dealers are willing to
purchase or sell the security and the number of potential purchasers; (iii)
whether at least two dealers are making a market in the security; and (iv) the
nature of the security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer).

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<PAGE> 182
If the Manager determines that a Rule 144A Security which was
previously determined to be liquid is no longer liquid and, as a result, the
Fund's holdings of illiquid securities exceed the Fund's 15% limitation on
investments in such securities, the Manager will determine what action to take
to ensure that the Fund continues to adhere to its respective limitation.

INVESTMENT COMPANY SECURITIES
Any investments that the Fund makes in either closed-end or open-end
investment companies will be limited by the 1940 Act, and would involve an
indirect payment of a portion of the expenses, including advisory fees, of such
other investment companies. Under the 1940 Act's limitations, the Fund may not
(1) own more than 3% of the voting stock of another investment company; (2)
invest more than 5% of the Fund's total assets in the shares of any one
investment company; nor (3) invest more than 10% of the Fund's total assets in
shares of other investment companies. These percentage limitations also apply to
the Fund's investments in unregistered investment companies.

FOREIGN CURRENCY TRANSACTIONS
Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund will, however, from time to time, purchase or sell
foreign currencies and/or engage in forward foreign currency transactions in
order to expedite settlement of portfolio transactions and to minimize currency
value fluctuations. The Fund may conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market or through entering into contracts to purchase
or sell foreign currencies at a future date (i.e., a "forward foreign currency"
contract or "forward" contract). A forward contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract, agreed upon by the parties, at a
price set at the time of the contract. The Fund will convert currency on a spot
basis from time to time, and investors should be aware of the costs of currency
conversion.

The Fund will not enter into forward contracts or maintain a net
exposure to such contracts where the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Fund's securities or other assets denominated in that currency.

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on the same maturity date, the same amount of the foreign currency. The Fund may
realize a gain or loss from currency transactions.

OPTIONS
The Manager may employ options techniques in an attempt to protect
appreciation attained and to take advantage of the liquidity available in the
options market. The Fund may purchase call options on foreign or U.S. securities
and indices and enter into related closing transactions. The Fund may also
purchase put options on such securities and indices and enter into related
closing transactions.

A call option enables the purchaser, in return for the premium paid, to
purchase securities from the writer of the option at an agreed price up to an
agreed date. The advantage is that the purchaser may hedge against an increase
in the price of securities it ultimately wishes to buy or take advantage of a
rise in a particular index. The Fund will only purchase call options to the
extent that premiums paid on all outstanding call options do not exceed 2% of
its total assets.

Closing transactions essentially let the Fund offset put options or
call options prior to exercise or expiration. If the Fund cannot effect closing
transactions, it may have to hold a security it would otherwise sell or deliver
a security it might want to hold.

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In purchasing put and call options, the premium paid by the Fund plus
any transaction costs will reduce any benefit realized by the Fund upon exercise
of the option.

The Fund may use both Exchange-traded and over-the-counter options.
Certain over-the-counter options may be illiquid. The Fund will only invest in
such options to the extent consistent with its 15% limitation on investment in
illiquid securities. The Fund will comply with U.S. Securities and Exchange
Commission asset segregation and coverage requirements when engaging in these
types of transactions.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
The principal purpose for the purchase or sale of futures contracts for
the Fund is to protect the Fund against the fluctuations in interest or exchange
rates which otherwise might adversely affect the value of the Fund's portfolio
securities or adversely affect the prices of securities which the Fund intends
to purchase at a later date without actually buying or selling such securities.

The Fund may also purchase and write options to buy or sell futures
contracts. Options on futures are similar to options on securities except that
options on futures give the purchaser the right, in return for the premium paid,
to assume a position in a futures contract, rather than actually to purchase or
sell the futures contract, at a specified exercise price at any time during the
period of the option. When the 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 directly or on its behalf in an account at the Custodian
Bank. Thereafter, a "variation margin" may be paid by the 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.

To the extent that interest or exchange rates or securities prices move
in an unexpected direction, the Fund may not achieve the anticipated benefits of
investing in futures contracts and options thereon, or may realize a loss. To
the extent that the Fund purchases an option on a futures contract and fails to
exercise the option prior to the exercise date, it will suffer a loss of the
premium paid. Further, the possible lack of a secondary market could prevent the
Fund from closing out its positions relating to futures.

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APPENDIX A
ILLUSTRATIONS OF HYPOTHETICAL RETURNS ON INVESTMENTS BASED ON PURCHASE OPTION
$10,000 PURCHASE

<TABLE>
<CAPTION>
Scenario 1 Scenario 2 Scenario 3 Scenario 4
No Redemption Redeem 1st Year Redeem 3rd Year Redeem 5th Year
Year Class A Class B Class C Class A Class B Class C Class A Class B Class C Class A Class B Class C
- ---- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 9,525 10,000 10,000 9,525 10,000 10,000 9,525 10,000 10,000 9,525 10,000 10,000
1 10,478 10,930 10,930 10,478 10,530 10,830+ 10,478 10,930 10,930 10,478 10,930 10,930
2 11,525 11,946 11,946 11,525 11,946 11,946 11,525 11,946 11,946
3 12,678 13,058 13,058 12,678 12,758 13,058+ 12,678 13,058 13,058
4 13,946 14,272 14,272 13,946 14,272 14,272
5 15,340 15,599 15,599 15,340 15,399 15,599+
6 16,874 17,050 17,050
7 18,562 18,636 18,636
8 20,418+ 20,369 20,369
9 22,459 22,405* 22,263
10 24,705 24,646* 24,333
</TABLE>

*This assumes that Class B Shares were converted to Class A Shares at the end of
the eighth year.

$250,000 PURCHASE

<TABLE>
<CAPTION>
Scenario 1 Scenario 2 Scenario 3 Scenario 4
No Redemption Redeem 1st Year Redeem 3rd Year Redeem 5th Year
Year Class A Class B Class C Class A Class B Class C Class A Class B Class C Class A Class B Class C
- ---- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0 243,750 250,000 250,000 243,750 250,000 250,000 243,750 250,000 250,000 243,750 250,000 250,000
1 268,125 273,250 273,250 268,125 263,250 270,750+ 268,125 273,250 273,250 268,125 273,250 273,250
2 294,938 298,662 298,662 294,938 298,662 298,662 294,938 298,662 298,662
3 324,431 326,438 326,438 324,431 318,938 326,438+ 324,431 326,438 326,438
4 356,874+ 356,797 356,797 356,874+ 356,797 356,797
5 392,562 389,979 389,979 392,562 384,979 389,979
6 431,818 426,247 426,247
7 475,000 465,888 465,888
8 522,500 509,215 509,215
9 574,750 560,137* 556,572
10 632,225 616,150* 608,333
</TABLE>

*This assumes that Class B Shares were converted to Class A Shares at the end of
the eighth year.
Illustrations do not reflect any applicable waiver of 12b-1 fees. If any such
fee waivers were reflected, the illustrations represented above would be
different.

Assumes a hypothetical return for Class A of 10% per year, a hypothetical return
for Class B of 9.3% for years 1-8 and 10% for years 9-10, and a hypothetical
return for Class C of 9.3% per year. Hypothetical returns vary due to the
different expense structure for each Class and do not represent actual
performance.
Class A purchase subject to appropriate sales charge breakpoint (4.75% @
$10,000; 3.75% @ $100,000; 2.50% @ $250,000).
Class B purchase assessed appropriate CDSC upon redemption (4%-4%-3%-3%-2%-1% in
years 1-2-3-4-5-6).
Class C purchase assessed 1% CDSC upon redemption in year 1.
Figures marked "+" identify which Class offers the greater return potential
based on the investment amount, the holding period and the expense structure of
each Class.

<PAGE> 186
APPENDIX B--CLASSES OFFERED

TOTAL RETURN
Devon Fund x x x -
Decatur Total Return Fund x x x -
Decatur Income Fund x x x -
Delaware Fund x x x -

INTERNATIONAL DIVERSIFICATION
Emerging Markets Fund x x x -
New Pacific Fund x x x -
International Equity Fund x x x -
International Small Cap Fund x x x -
International Trend Fund x x x -
World Growth Fund x x x -
Global Assets Fund x x x -
Global Bond Fund x x x -
Global Equity Fund x x x -

CURRENT INCOME
Delchester Fund x x x -
Strategic Income Fund x x x -
Corporate Income Fund x x x -
Federal Bond Fund x x x -
U.S. Government Fund x x x -
Limited-Term Government Fund x x x -

TAX-FREE CURRENT INCOME
Tax-Free Pennsylvania Fund x x x -
Tax-Free USA Fund x x x -
Tax-Free Insured Fund x x x -
Tax-Free USA Intermediate Fund x x x -

MONEY MARKET FUNDS
Delaware Cash Reserve x x x x
U.S. Government Money Fund x - - x
Tax-Free Money Fund x - - x
</TABLE>

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<PAGE> 187

SUBJECT TO COMPLETION

The Delaware Group includes funds ----------------------------
with a wide range of Investment GLOBAL EQUITY FUND
objectives. Stock funds, income funds, ----------------------------
tax-free funds, money market funds, A CLASS
global and international funds and ----------------------------
closed-end equity funds give investors B CLASS
the ability to create a portfolio that ----------------------------
fits their personal financial goals. C CLASS
For more information, contact your ----------------------------
financial adviser or call Delaware Group
at 800-523-4640.

INVESTMENT MANAGER
Delaware International Advisers Ltd.
Veritas House
125 Finsbury Pavement
London, England EC2A 1NQ

NATIONAL DISTRIBUTORS
Delaware Distributors, L.P.
1818 Market Street
Philadelphia, PA 19103

SHAREHOLDER SERVICING, PROSPECTUS
DIVIDEND DISBURSING, --------------------------
ACCOUNTING SERVICES JULY , 1997
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

INTERNATIONAL TREND FUND INSTITUTIONAL PROSPECTUS

GLOBAL BOND FUND INSTITUTIONAL JULY , 1997

GLOBAL ASSETS FUND INSTITUTIONAL
EMERGING MARKETS FUND INSTITUTIONAL

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

1818 MARKET STREET, PHILADELPHIA, PA 19103

FOR MORE INFORMATION ABOUT INTERNATIONAL TREND FUND INSTITUTIONAL CLASS,

GLOBAL BOND FUND INSTITUTIONAL CLASS, GLOBAL ASSETS FUND INSTITUTIONAL CLASS

AND EMERGING MARKETS FUND INSTITUTIONAL CLASS CALL DELAWARE GROUP AT
800-828-5052

Each Fund offers an Institutional Class of shares (individually, a
"Class" and collectively, the "Classes").

This Prospectus relates only to the Classes and sets forth information
that you should read and consider before you invest. Please retain it for future
reference. The Funds' Statement of Additional Information ("Part B" of Global
Funds, Inc.'s registration statement), dated July , 1997, as it may be amended
from time to time, contains additional information about the Funds and has been
filed with the Securities and Exchange Commission. Part B is incorporated by
reference into this Prospectus and is available, without charge, by writing to
Delaware Distributors, L.P. at the above address or by calling the above number.
With the exception of International Trend Fund, each Fund's financial statements
appear in the Annual Report of Global Funds, Inc. for the fiscal year ended
November 30, 1996, which will accompany any response to requests for Part B.
International Trend Fund was not offered to the public prior to the date of this
Prospectus.

-1-
<PAGE> 189

Each Fund also offers Class A Shares, Class B Shares and Class C
Shares. Shares of these classes are subject to sales charges and other expenses,
which may affect their performance. A prospectus for these classes can be
obtained by writing to Delaware Distributors, L.P. at the above address or by
calling the above number.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
COVER PAGE HOW TO BUY SHARES
SYNOPSIS REDEMPTION AND EXCHANGE
SUMMARY OF EXPENSES DIVIDENDS AND DISTRIBUTIONS TAXES
FINANCIAL HIGHLIGHTS CALCULATION OF NET ASSET VALUE PER SHARE
INVESTMENT OBJECTIVES AND STRATEGIES MANAGEMENT OF THE FUNDS
SUITABILITY OTHER INVESTMENT POLICIES AND RISK
INVESTMENT STRATEGY CONSIDERATIONS
SPECIAL RISK CONSIDERATIONS APPENDIX A -- RATINGS
CLASSES OF SHARES
</TABLE>

-2-
<PAGE> 190
SYNOPSIS

INVESTMENT OBJECTIVES

Global Assets Fund--The investment objective of Global Assets Fund is
to achieve long-term total return. This Fund seeks to achieve its objective by
investing in securities which, in the Manager's or Sub- Adviser's opinion, will
provide higher current income than a portfolio comprised exclusively of equity
securities, along with the potential for capital growth. The Fund will invest in
both equity and fixed-income securities. The Fund is a global fund. As such, at
least 65% of the Fund's assets will be invested in securities of issuers
organized or having a majority of their assets in or deriving a majority of
their operating income in at least three different countries, one of which may
be the United States. It is anticipated that a portion of the Fund's assets may
be invested in warrants.

For further details, see Investment Objectives and Strategies and Other
Investment Policies and Risk Considerations.

RISK FACTORS
Prospective investors should consider a number of factors:

-3-
<PAGE> 191

-4-
<PAGE> 192

INVESTMENT MANAGER, SUB-ADVISER, DISTRIBUTOR AND SERVICE AGENT

PURCHASE PRICE
Shares of each Class offered by this Prospectus are available at net
asset value, without a front-end or contingent deferred sales charge and are not
subject to distribution fees under a Rule 12b-1 distribution plan.

REDEMPTION AND EXCHANGE
Share of each Class are redeemed or exchanged at the net asset value
calculated after receipt of the redemption or exchange request. See Redemption
and Exchange.

OPEN-END INVESTMENT COMPANY
Global Funds, Inc. is an open-end, registered management investment
company. International Trend Fund operates as a diversified fund as defined
under the 1940 Act. Global Bond Fund, Global Assets Fund and Emerging Markets
Fund operate as nondiversified funds as defined under the 1940 Act. Global
Funds, Inc. was organized as a Maryland corporation on May 30, 1991. See Shares
under Management of the Funds.

-5-
<PAGE> 193
SUMMARY OF EXPENSES

<TABLE>
<CAPTION>
INTERNATIONAL GLOBAL GLOBAL EMERGING
TREND FUND BOND FUND ASSETS FUND MARKETS FUND
SHAREHOLDER TRANSACTION EXPENSES INSTITUTIONAL CLASS INSTITUTIONAL CLASS INSTITUTIONAL CLASS INSTITUTIONAL CLASS
- -------------------------------- ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Maximum Sales Charge Imposed
on Purchases (as a percentage
of offering price)................. None None None None

Maximum Sales Charge imposed
on Reinvested Dividends (as
a percentage of offering price).... None None None None

Exchange Fees...................... None* None* None* None*
</TABLE>

* Exchanges are subject to the requirements of each fund and a front-end sales
charge may apply.

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES INTERNATIONAL GLOBAL GLOBAL EMERGING
(AS A PERCENTAGE OF AVERAGE TREND FUND BOND FUND ASSETS FUND MARKETS FUNDS
DAILY NET ASSETS) INSTITUTIONAL CLASS INSTITUTIONAL CLASS INSTITUTIONAL CLASS INSTITUTIONAL CLASS
- ----------------- ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Management Fees (after voluntary
waivers and payments)............. ___%** 0.00%** 0.00%** 0.00%**

12b-1 Expenses
(including service fees)........... None None None None

Other Operating Expenses
(after any voluntary payments)..... __%** 0.95%** 0.95%** 1.70%**

Total Operating Expenses (after
voluntary waiver and payment)...... 1.70%** 0.95%** 0.95%** 1.70%**
----- ===== ===== =====
</TABLE>

** All expense figures for International Trend Fund and Emerging Markets
Fund are estimates. Delaware International has elected voluntarily to
waive that portion, if any, of the annual management fees payable by
International Trend Fund, Global Bond Fund, Global Assets Fund and
Emerging Markets Fund and to pay a respective Fund's expenses to the
extent necessary to ensure that the Total Operating Expenses (after
voluntary waivers and payments) of the Institutional Class Shares of
both International Trend and Emerging Markets Funds do not exceed
1.70%, and also to the extent necessary to ensure that the Total
Operating Expenses (after voluntary waivers and payments) of the
Institutional Class Shares of both Global Bond and Global Assets Funds
do not exceed 0.95%, all on an annualized basis (exclusive of taxes,
interest, brokerage commissions and extraordinary expenses) during the
period from the commencement of the public offering of the Classes of
each Fund through May 31, 1997 (except that the waivers and payments
for International Trend Fund will initially be in place through
December 31, 1997). Absent the voluntary fee waivers and payments, the
Total Operating Expenses and Management Fees as a percentage of average
daily net assets for International Trend Fund and Emerging Markets Fund
are expected to be, and the Total Operating Expenses and Management
Fees for Global Bond Fund and Global Assets Fund for the fiscal year
ended November 30, 1996 were, as follows:

-6-
<PAGE> 194

<TABLE>
<CAPTION>
TOTAL OPERATING EXPENSES MANAGEMENT FEES
INSTITUTIONAL CLASS INSTITUTIONAL CLASS
------------------- -------------------
<S> <C> <C>
International Trend Fund % 1.25%
Global Bond Fund 4.70% 0.70%
Global Assets Fund 2.24% 0.73%
Emerging Markets Fund 3.80% 1.25%
</TABLE>

For expense information about the Funds' A Class, B Class and C Class,
see the separate prospectus relating to those classes.

The following example illustrates the expenses that an investor would
pay on a $1,000 investment over various time periods, assuming (1) a 5% annual
rate of return, and (2) redemption at the end of each time period. As noted in
the tables above, Global Funds, Inc. charges no redemption fees. The following
example assumes the voluntary waiver of the management fee and/or other payments
of expenses by the Manager as discussed in this Prospectus.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
INTERNATIONAL TREND FUND
INSTITUTIONAL CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
$___ $___ N/A N/A

GLOBAL BOND FUND
INSTITUTIONAL CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
$10 $30 $53 $117

GLOBAL ASSETS FUNDS
INSTITUTIONAL CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
$10 $30 $53 $117

EMERGING MARKETS FUND
INSTITUTIONAL CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
$17 $54 N/A N/A
</TABLE>

The purpose of the above tables is to assist the investor in
understanding the various costs and expenses that an investor in any of the
Classes will bear directly or indirectly.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

-7-
<PAGE> 195
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

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

-8-
<PAGE> 196

<TABLE>
<CAPTION>
GLOBAL BOND FUND GLOBAL ASSETS FUND EMERGING MARKETS
INSTITUTIONAL CLASS INSTITUTIONAL CLASS INSTITUTIONAL CLASS
PERIOD PERIOD PERIOD
YEAR 12/27/94(1) YEAR 12/27/94(1) 6/15/96(1)
ENDED THROUGH ENDED THROUGH THROUGH
11/30/96 11/30/95 11/30/96 11/30/95 11/30/96
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............. $11.270 $10.000 $11.930 $10.000 $10.000

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income............................ 0.788(3) 0.782 0.567 0.473 0.47(3)
Net Gains (Losses) on Securities
both realized and unrealized).............. 0.732 1.088 1.533 1.697 (0.057)
----- ----- ----- ----- ------
Total From Investment Operations........... 1.520 1.870 2.100 2.170 (0.010)
----- ----- ----- ----- ------

LESS DISTRIBUTIONS
Dividends From Net Investment Income............. (0.910) (0.600) (0.420) (0.240) none
Distributions From Capital Gains................. (0.360) none (0.270) none none
Returns of Capital............................... none none none none none
---- ---- ---- ---- ----
Total Distributions........................ (1.270) (0.600) (0.690) (0.240) none
------ ------- ------- ------ ----

Net Asset Value, End of Period................... $11.520 $11.270 $13.340 $11.930 $9.990
======= ======= ======= ======= ======

TOTAL RETURN(2).................................. 14.68%(2) 19.21%(2) 18.38%(2) 21.88%(2) (0.10%)(2)
- --------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000's omitted)........ $6,707 $897 $2,203 $2,191 $3,717
Ratio of Expenses to Average Daily
Net Assets................................. 0.95% 0.95% 0.95% 0.95% 1.70%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation................ 4.70% 12.04% 2.42% 7.25% 3.80%
Ratio of Net Investment Income to Average Daily
Net Assets................................. 7.12% 8.00% 4.43% 5.05% 0.47%
Ratio of Net Investment Income to Average Daily
Net Assets Prior to
Expense Limitation......................... 3.37% (3.09%) 2.96% (1.25%) (1.63%)
Portfolio Turnover Rate.......................... 42% 98% 34% 57% 36%
Average Commission Rate Paid..................... N/A N/A $0.0271 N/A $0.0073
</TABLE>

- ----------------
(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized.
(2) Total return reflects the voluntary fee waiver described under Summary of
Expenses and Management of the Funds.
(3) The year ended November 30, 1996 per share information was based on the
average share outstanding method.
<PAGE> 197
INVESTMENT OBJECTIVES AND STRATEGIES

SUITABILITY

Investors considering any of the Funds within Global Funds, Inc. should
have a long-term investment time frame.

Investors for whom each Fund is suitable are as set forth below:

INTERNATIONAL TREND FUND -- The Fund may be suitable for investors with
a long-term time horizon who are looking for long-term growth potential from a
portfolio of international securities. The Fund will invest primarily in equity
securities of small non-U.S. companies in established or emerging countries.
Investors should be willing to accept the risks associated with foreign
investing as well as with investments in growth- oriented or emerging issuers,
some of which may be speculative and subject the Fund to additional investment
risk.

* * *

Ownership of shares of each Fund reduces the bookkeeping and
administrative inconveniences that would be involved with direct purchases of
the securities held in each Fund's portfolio.

-9-
<PAGE> 198
Investors should not consider a purchase of shares of any of the Funds
as equivalent to a complete investment program. The Delaware Group includes a
family of funds, generally available through registered investment dealers,
which may be used together to create a more complete investment program.

INVESTMENT STRATEGY

-10-
<PAGE> 199

buys less, the foreign currency may be considered to be overvalued. When the
dollar buys more, the currency may be considered to be undervalued.

-11-
<PAGE> 200
governments of one or more countries to promote reconstruction or development.
Examples of supranational entities include, among others, the International Bank
for Reconstruction and Development (more commonly known as the World Bank), the
European Economic Community, the European Coal and Steel Community, the European
Investment Bank, the Inter-Development Bank, the Export-Import Bank and the
Asian Development Bank. For increased safety, the Fund currently anticipates
that a large percentage of its assets will be invested in securities of
supranational entities, and in U.S. and foreign government securities.

From time to time, the Fund may find opportunities to pursue its
objective outside of the fixed-income markets, but in no event will such
investments exceed 5% of the Fund's net assets.

GLOBAL ASSETS FUND -- The objective of Global Assets Fund is to achieve
long-term total return for investors. The Fund seeks to achieve this objective
by investing in securities which, in the Manager's or Sub- Adviser's opinion,
will provide higher current income than a portfolio comprised exclusively of
equity securities, along with the potential for capital growth. The Fund is a
global fund. Under normal circumstances, at least 65% of the Fund's assets will
be invested in the securities of issuers organized or having a majority of their
assets in or deriving a majority of their operating income in at least three
different countries, one of which may be the United States.

-12-
<PAGE> 201
yield, high risk U.S. fixed-income securities. These securities are rated lower
than BBB by S&P and Baa by Moody's or, if unrated, are considered by the Manager
or Sub-Adviser to be of equivalent quality, and present special investment
risks. See High Yield, High Risk Securities and Special Risk Considerations.

The Fund may invest in zero coupon bonds and in the debt securities of
supranational entities denominated in any currency. See Investment
Strategy--Global Bond Fund.

-13-
<PAGE> 202
In considering possible emerging countries in which the Fund may
invest, the Manager will place particular emphasis on certain factors, such as
economic conditions (including growth trends, inflation rates and trade
balances), regulatory and currency controls, accounting standards and political
and social conditions. It is currently anticipated that the countries in which
the Fund may invest will include, but not be limited to, Argentina, Botswana,
Brazil, Chile, China, Columbia, Greece, Hong Kong, Hungary, India, Indonesia,
Jamaica, Jordan, Kenya, Korea, Malaysia, Mexico, Nigeria, Pakistan, Peru, the
Philippines, Poland, Portugal, Russia, South Africa, Sri Lanka, Taiwan,
Thailand, Turkey, Venezuela and Zimbabwe. As markets in other emerging countries
develop, the Manager expects to expand and further diversify the countries in
which the Fund invests.

RESTRICTED AND ILLIQUID SECURITIES
Each Fund may invest in restricted securities, including securities
eligible for resale without registration pursuant to Rule 144A ("Rule 144A
Securities") under the Securities Act of 1933 (the "1933 Act"). Rule 144A
permits many privately placed and legally restricted securities to be freely
traded among certain institutional buyers, such as the Funds. See Rule 144A
Securities under Other Investment Policies and Risk Considerations.
International Trend Fund and Emerging Markets Fund may invest up to 15% of the
value of their net assets in illiquid securities, which are securities which may
not be disposed of within seven days at the price at which they are carried on
the Fund's books, while Global Assets Fund and Global Bond Fund may invest no
more than 10% of their net assets in such securities.

HIGH YIELD, HIGH RISK SECURITIES
International Trend Fund may invest up to 15% of its net assets, and
Emerging Markets Fund may invest up to 35% of its net assets, in high yield,
high risk foreign fixed-income securities, including so-called Brady Bonds. See
Foreign Government Securities Risks under Special Risk Considerations. Global
Assets Fund may invest up to 15% of its net assets in high yield, high risk U.S.
fixed-income securities (commonly known as junk bonds). In the past, in the
opinion of Delaware International and Delaware, the high yields from these bonds
have more than compensated for their higher default rates. There can be no
assurance, however, that yields will continue to offset default rates on these
bonds in the future. Delaware International and Delaware intend to maintain an
adequately diversified portfolio of these bonds. While

-14-
<PAGE> 203

diversification can help to reduce the effect of an individual default on the
Funds, there can be no assurance that diversification will protect the Funds
from widespread bond defaults brought about by a sustained economic downturn.

* * *

-15-
<PAGE> 204
SPECIAL RISK CONSIDERATIONS
Shareholders should understand that all investments involve risk and
there can be no guarantee against loss resulting from an investment in a Fund,
nor can there be any assurance that the Fund's investment objective will be
attained.

-16-
<PAGE> 205
countries in which a Fund invests. Also, the repatriation of both investment
income and capital from several foreign countries is restricted and controlled
under certain regulations, including, in some cases, the need for certain
governmental consents. Although these restrictions may in the future make it
undesirable to invest in emerging countries, the Manager does not believe that
any current repatriation restrictions would affect its decision to invest in
such countries. Countries such as those in which a Fund may invest, and in which
Emerging Markets Fund will primarily invest, have historically experienced and
may continue to experience, substantial, and in some periods extremely high
rates of inflation for many years, high interest rates, exchange rate
fluctuations or currency depreciation, large amounts of external debt, balance
of payments and trade difficulties and extreme poverty and unemployment. Other
factors which may influence the ability or willingness to service debt include,
but are not limited to, a country's cash flow situation, the availability of
sufficient foreign exchange on the date a payment is due, the relative size of
its debt service burden to the economy as a whole, its government's policy
towards the International Monetary Fund, the World Bank and other international
agencies and the political constraints to which a government debtor may be
subject.

-17-
<PAGE> 206

In restructuring its external debt under the Brady Plan framework, a debtor
nation negotiates with its existing bank lenders as well as multilateral
institutions such as the World Bank and the International Monetary Fund. The
Brady Plan framework, as it has developed, contemplates the exchange of
commercial bank debt for new issued bonds (Brady Bonds). The investment advisers
believe that economic reforms undertaken by countries in connection with the
issuance of Brady Bonds make the debt of countries which have issued or have
announced plans to issue Brady Bonds an attractive opportunity for investment.
Investors, however, should recognize that the Brady Plan only sets forth general
guiding principles for economic reform and debt reduction, emphasizing that
solutions must be negotiated on a case-by-case basis between debtor nations and
their creditors. In addition, Brady Bonds have been issued only recently and,
accordingly, do not have a long payment history.

The issuers of the foreign government and government-related high yield
securities, including Brady Bonds, in which the Emerging Markets Fund and the
International Trend Fund expect to invest have in the past experienced
substantial difficulties in servicing their external debt obligations, which
have led to defaults on certain obligations and the restructuring of certain
indebtedness. Restructuring arrangements have included, among other things,
reducing and rescheduling interest and principal payments by negotiating new or
amended credit agreements or converting outstanding principal and unpaid
interest to Brady Bonds, and obtaining new credit to finance interest payments.
Holders of certain foreign government and government-related high yield
securities may be requested to participate in the restructuring of such
obligations and to extend further loans to their issuers. There can be no
assurance that the Brady Bonds and other foreign government and government-
related high yield securities in which the Emerging Markets Fund and the
International Trend Fund may invest will not be subject to similar defaults or
restructuring arrangements which may adversely affect the value of such
investments. Furthermore, certain participants in the secondary market for such
debt may be directly involved in negotiating the terms of these arrangements and
may therefore have access to information not available to other market
participants.

-18-
<PAGE> 207
foreign currency). Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency the Fund is obligated to
deliver.

International Trend Fund may invest up to 15% of its net assets, and
Emerging Markets Fund may invest up to 35% of its net assets, in high yield,
high risk foreign fixed-income securities. Global Assets Fund may invest up to
15% of its net assets in high yield, high risk U.S. fixed-income securities.
These securities are rated lower than BBB by S&P and Baa by Moody's or, if
unrated, are considered by Delaware International or Delaware, in the case of
Global Assets Fund, to be of equivalent quality. See Investment Objectives and
Strategies--International Trend Fund, Global Assets Fund and Emerging Markets
Fund and High Yield, High Risk Securities. No Fund will purchase securities
rated lower than C by S&P or Ca by Moody's, or, if unrated, considered to be of
an equivalent quality to such ratings by Delaware International or Delaware. See
Appendix C - Ratings to this Prospectus for more rating information.
Fixed-income securities of this type are considered to be of poor standing and
predominantly speculative. Such securities are subject to a substantial degree
of credit risk.

-19-
<PAGE> 208
CLASSES OF SHARES

The Distributor serves as the national distributor for each Fund.
Shares of each Class may be purchased directly by contacting a Fund or its agent
or through authorized investment dealers. All purchases of shares of each Class
are made at net asset value. There is no front-end or contingent deferred sales
charge.

INVESTMENT INSTRUCTIONS GIVEN ON BEHALF OF PARTICIPANTS IN AN
EMPLOYER-SPONSORED RETIREMENT PLAN ARE MADE IN ACCORDANCE WITH DIRECTIONS
PROVIDED BY THE EMPLOYER. EMPLOYEES CONSIDERING PURCHASING SHARES OF A CLASS AS
PART OF THEIR RETIREMENT PROGRAM SHOULD CONTACT THEIR EMPLOYER FOR DETAILS.

Shares of each Class are available for purchase only by: (a) retirement
plans introduced by persons not associated with brokers or dealers that are
primarily engaged in the retail securities business and rollover individual
retirement accounts from such plans; (b) tax-exempt employee benefit plans of
Delaware or its affiliates and securities dealer firms with a selling agreement
with the Distributor; (c) institutional advisory accounts of Delaware or its
affiliates and those having client relationships with Delaware Investment
Advisers, a division of Delaware 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 a 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.

CLASS A SHARES, CLASS B SHARES AND CLASS C SHARES

In addition to offering International Trend Fund Institutional Class,
Global Bond Fund Institutional Class, Global Assets Fund Institutional Class and
Emerging Markets Fund Institutional Class of shares, the respective Funds also
offer: International Trend Fund A Class, International Trend Fund B Class and
International Trend Fund C Class; Global Bond Fund A Class, Global Bond Fund B
Class and Global Bond Fund C Class; Global Assets Fund A Class, Global Assets
Fund B Class and Global Assets Fund C Class; and Emerging Markets Fund A Class,
Emerging Markets Fund Class B, Emerging Markets Fund Class C, which are
described in a separate prospectus. Shares of such classes may be purchased
through authorized investment dealers or directly by contacting each Fund or its
Distributor. Class A Shares carry a front-end sales charge and have annual 12b-1
expenses equal to a maximum of 0.30%. The maximum front-end sales charge as a
percentage of the offering price of Class A Shares is 4.75% and is reduced on
certain transactions of $100,000 or more. Class B Shares and Class C Shares have
no front-end sales charge but are subject to annual 12b-1 expenses equal to a
maximum of 1%. Class B Shares and Class C Shares and certain Class A Shares may
be subject to a contingent deferred sales charge upon redemption. To obtain a
prospectus relating to such classes, contact the Distributor by writing to the
address or by calling the phone number listed on the back cover of this
Prospectus.

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<PAGE> 209
HOW TO BUY SHARES

Each Fund makes it easy to invest by mail, by wire, by exchange and by
arrangement with your investment dealer. In all instances, investors must
qualify to purchase shares of the Classes.

INVESTING DIRECTLY BY MAIL
1. Initial Purchases--An Investment Application or, in the case of a retirement
account, an appropriate retirement plan application, must be completed, signed
and sent with a check payable to the specific Fund and Class selected, to
Delaware Group at 1818 Market Street, Philadelphia, PA 19103.

INVESTING DIRECTLY BY WIRE
You may purchase shares by requesting your bank to transmit funds by
wire to CoreStates Bank, N.A., ABA #031000011, account number 1412893401
(include your name(s) and your account number for the Fund and Class in which
you are investing).

1. Initial Purchases--Before you invest, telephone the Client Services
Department to get an account number at 800-828-5052. If you do not call first,
it may delay processing your investment. In addition, you must promptly send
your Investment Application or, in the case of a retirement account, an
appropriate retirement plan application, to the Fund and Class selected by you,
to Delaware Group at 1818 Market Street, Philadelphia, PA 19103.

2. Subsequent Purchases--You may make additional investments anytime by wiring
funds to CoreStates Bank, N.A., as described above. You must advise your Client
Services Representative by telephone at 800-828- 5052 prior to sending your
wire.

INVESTING BY EXCHANGE
If you have an investment in another mutual fund in the Delaware Group
and you qualify to purchase shares of the Classes, you may write and authorize
an exchange of part or all of your investment into a Fund. However, Class B
Shares and Class C Shares of each Fund and Class B Shares and Class C Shares of
the other funds in the Delaware Group offering such a class of shares may not be
exchanged into the Classes. If you wish to open an account by exchange, call
your Client Services Representative at 800-828-5052 for more information. See
Redemption and Exchange for more complete information concerning your exchange
privileges.

INVESTING THROUGH YOUR INVESTMENT DEALER
You can make a purchase of Fund shares through most investment dealers
who, as part of the service they provide, must transmit orders promptly to the
Fund. They may charge for this service.

PURCHASE PRICE AND EFFECTIVE DATE
The purchase price (net asset value) of each Class is determined 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 effective date of a purchase made through an investment dealer is
the date the order is received by the Fund in which the shares are being
purchased. The effective date of a direct purchase is the day your wire,
electronic transfer or check is received, unless it is received after the time
the share price is determined, as noted above. Purchase orders received after
such time will be effective the next business day.

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THE CONDITIONS OF YOUR PURCHASE
Each Fund reserves the right to reject any purchase order. If a
purchase is canceled because your check is returned unpaid, you are responsible
for any loss incurred. A Fund can redeem shares from your account(s) to
reimburse itself for any loss, and you may be restricted from making future
purchases in any of the funds in the Delaware Group. Each Fund reserves the
right to reject purchases by third-party checks or checks that are not drawn on
a domestic branch of a United States financial institution. If a check drawn on
a foreign financial institution is accepted, you may be subject to additional
bank charges for clearance and currency conversion.

Each Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under $250 as a result of redemptions.

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REDEMPTION AND EXCHANGE

REDEMPTION AND EXCHANGE REQUESTS MADE ON BEHALF OF PARTICIPANTS IN AN
EMPLOYER-SPONSORED RETIREMENT PLAN ARE MADE IN ACCORDANCE WITH DIRECTIONS
PROVIDED BY THE EMPLOYER. EMPLOYEES SHOULD THEREFORE CONTACT THEIR EMPLOYER FOR
DETAILS.

Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after a Fund receives your request in good order.
For example, redemption or exchange requests received in good order after the
time the net asset value of shares is determined, will be processed on the next
business day. See Purchase Price and Effective Date under How to Buy Shares.
Except as otherwise noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. With regard to exchanges, you
must also provide the name of the fund you want to receive the proceeds.
Exchange instructions and redemption requests must be signed by the record
owner(s) exactly as the shares are registered. You may request a redemption or
an exchange by calling a Fund at 800-828-5052. Redemption proceeds will be
distributed promptly, as described below, but not later than seven days after
receipt of a redemption request.

Each Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. No Fund will honor redemption requests as to shares for which a check
was tendered as payment until the Fund is reasonably satisfied that the check
has cleared, which may take up to 15 days from the purchase date. You can avoid
this potential delay if you purchase shares by wiring Federal Funds. Each Fund
reserves the right to reject a written or telephone redemption request or delay
payment of redemption proceeds if there has been a recent change to the
shareholder's address of record.

Shares of a Class may be exchanged into any other Delaware Group mutual
fund provided: (1) the investment satisfies the eligibility and other
requirements set forth in the prospectus of the fund being acquired, including
the payment of any applicable front-end sales charge; and (2) the shares of the
fund being acquired are in a state where that fund is registered. If exchanges
are made into other shares that are eligible for purchase only by those
permitted to purchase shares of a Class, such shares will be exchanged at net
asset value. Shares of a Class may not be exchanged into the Class B Shares or
Class C Shares of the funds in the Delaware Group. Each Fund may suspend,
terminate or amend the terms of the exchange privilege upon 60 days' written
notice to shareholders.

Various redemption and exchange methods are outlined below. No fee is
charged by the Funds or the Distributor for redeeming or exchanging your shares.
You may also have your investment dealer arrange to have your shares redeemed or
exchanged. Your investment dealer may charge for this service.

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WRITTEN REDEMPTION AND EXCHANGE
You can write to a Fund at 1818 Market Street, Philadelphia, PA 19103
to redeem some or all of your shares or to request an exchange of any or all
your shares into another mutual fund in the Delaware Group, subject to the same
conditions and limitations as other exchanges noted above. The request must be
signed by all owners of the account or your investment dealer of record.

For redemptions of more than $50,000, or when the proceeds are not sent
to the shareholder(s) at the address of record, each Fund requires a signature
by all owners of the account and may require a signature guarantee. 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. A Fund may require further
documentation from corporations, executors, retirement plans, administrators,
trustees or guardians.

Payment is normally mailed the next business day after receipt of your
redemption request. Certificates are issued for shares only if you submit a
specific request. If your shares are in certificate form, the certificate must
accompany your request and also be in good order.

You also may submit your written request for redemption or exchange by
facsimile transmission at the following number: 215-255-8864.

TELEPHONE REDEMPTION AND EXCHANGE
To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge) for
you. If you choose to have your shares in certificate form, you may redeem or
exchange only by written request and you must return your certificates.

The Telephone Redemption - Check to Your Address of Record service and
the Telephone Exchange service, both of which are described below, are
automatically provided unless you notify the Fund in which you have your account
in writing that you do not wish to have such services available with respect to
your account. Each Fund reserves the right to modify, terminate or suspend these
procedures upon 60 days' written notice to shareholders. It may be difficult to
reach a Fund by telephone during periods when market or economic conditions lead
to an unusually large volume of telephone requests.

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. With respect to such telephone transactions, a 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. A written confirmation will be provided
for all purchase, exchange and redemption transactions initiated by telephone.
By exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

TELEPHONE REDEMPTION-CHECK TO YOUR ADDRESS OF RECORD
You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be payable
to the shareholder(s) of record. Payment is normally mailed the next business
day after receipt of the redemption request.

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TELEPHONE REDEMPTION-PROCEEDS TO YOUR BANK
Redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check. You should authorize this
service when you open your account. If you change your predesignated bank
account, you must submit a written authorization and you may need to have your
signature guaranteed. For your protection, your authorization must be on file.
If you request a wire, your funds will normally be sent the next business day.
If you ask for a check, it will normally be mailed the next business day after
receipt of your redemption request to your predesignated bank account. There are
no fees for this redemption method, but the mail time may delay getting funds
into your bank account. Simply call your Client Services Representative prior to
the time the net asset value is determined, as noted above.

TELEPHONE EXCHANGE
You or your investment dealer of record can exchange shares into any
fund in the Delaware Group under the same registration. As with the written
exchange service, telephone exchanges are subject to the same conditions and
limitations as other exchanges noted above. Telephone exchanges may be subject
to limitations as to amounts or frequency.

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DIVIDENDS AND DISTRIBUTIONS

Each Class of a Fund will share proportionately in the investment
income and expenses of that Fund, except that the Classes will not incur any
distribution fee under Global Funds, Inc.'s 12b-1 Plans which apply to Class A
Shares, Class B Shares and Class C Shares.

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<PAGE> 215
TAXES

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<PAGE> 216

See Accounting and Tax Issues and Distributions and Taxes in Part B for
additional information on tax matters relating to each Fund and its
shareholders.

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CALCULATION OF NET ASSET VALUE PER SHARE

The purchase and redemption price of Class shares is the net asset
value ("NAV") per share of Class shares next computed after the order is
received. The NAV is 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 NAV per share is computed by adding the value of all securities and
other assets in a Fund's portfolio, deducting any liabilities of that Fund
(expenses and fees are accrued daily) and dividing by the number of that Fund's
shares outstanding. Portfolio securities for which market quotations are
available are priced at market value. Debt securities are priced at fair value
by an independent pricing service using methods approved by Global Funds, Inc.'s
Board of Directors. Short-term investments having a maturity of less than 60
days are valued at amortized cost, which approximates market value. All other
securities are valued at their fair value as determined in good faith and in a
method approved by Global Funds, Inc.'s Board of Directors.

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 Classes will not incur any of the expenses under the Fund's
12b-1 Plans and Class A, Class B and Class C Shares of each Fund alone will bear
the 12b-1 Plan expenses payable under their respective 12b-1 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 particular Fund will vary.

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MANAGEMENT OF THE FUNDS

INVESTMENT MANAGER AND SUB-ADVISER
Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") furnishes investment management services to each Fund. Delaware
International is affiliated with Delaware Management Company, Inc. ("Delaware,"
or "Sub-Adviser"), which manages the U.S. securities portion of Global Assets
Fund. The Manager has offices located at Veritas House, 125 Finsbury Pavement,
London, England EC2A 1NQ.

Delaware is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. ("DMH"). Delaware International is also controlled by DMH through
several subsidiaries. On April 3, 1995, a merger between DMH and a wholly owned
subsidiary of Lincoln National Corporation ("Lincoln National") was completed.
DMH and the Manager 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. In connection with the merger, new Investment Management Agreements
between Global Funds, Inc., on behalf of Global Assets Fund and Global Bond Fund
and the Manager, and a new Sub-Advisory Agreement between the Manager on behalf
of Global Assets Fund and the Sub-Adviser, were executed following shareholder
approval. The Manager has also entered into Investment Management Agreements
with Global Funds, Inc. on behalf of International Trend Fund and Emerging
Markets Fund.

Delaware International has elected voluntarily to waive that portion,
if any, of the annual management fees payable by International Trend Fund and
Emerging Markets Fund and to reimburse expenses to the extent necessary to
ensure that the Total Operating Expenses (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) of each of the Classes of
these Funds does not exceed 1.70%. This voluntary waiver, originally in place
through November 30, 1996 for Emerging Markets Fund, has been extended through
May 31, 1997, and will initially be in place for International Trend Fund
through December 31, 1997.

Delaware International has elected voluntarily to waive that portion,
if any, of the annual management fees payable by Global Bond Fund and Global
Assets Fund and to reimburse expenses to the extent necessary to ensure that the
Total Operating Expenses (exclusive of taxes, interest, brokerage commissions
and extraordinary expenses, but inclusive of 12b-1 fees) of each of the Classes
of these Funds do not exceed 0.95% through November 30, 1996. This voluntary
waiver has been extended through May 31, 1997.

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<PAGE> 219

George H. Burwell has responsibility for making investment decisions
for the U.S. equity portion of Global Assets Fund and has had such
responsibility for the Fund since its inception. Mr. Burwell holds a BA from the
University of Virginia. Prior to joining the Delaware Group in 1992, Mr. Burwell
was a portfolio manager for Midlantic Bank in Edison, New Jersey, where he
managed an equity mutual fund and three commingled funds. Mr. Burwell is a CFA
charterholder.

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capacities at different times within the Delaware organization. A graduate of
Brown University, Mr. Unruh received his MBA from the University of
Pennsylvania's Wharton School and joined the Delaware Group in 1982 after 19
years of investment management experience with Kidder, Peabody & Co. Inc. Mr.
Unruh was named an Executive Vice President of Global Funds, Inc. in 1994. He is
also a member of the Board of Directors of Delaware and the Manager and was
named an Executive Vice President of Delaware in 1994.

PORTFOLIO TRADING PRACTICES
Each Fund normally will not invest for short-term trading purposes.
However, each Fund may sell securities without regard to the length of time they
have been held. The degree of portfolio activity will affect brokerage costs of
each Fund and may affect taxes payable by such Fund's shareholders to the extent
that net

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capital gains are realized. Given each Fund's investment objective, it is
anticipated that the portfolio turnover rate of each Fund will not exceed 100%.
During the past two fiscal years, the portfolio turnover rates for each Fund
(except International Trend Fund, which is new) were as follows:

<TABLE>
<CAPTION>
NOVEMBER 30
1996 1995
---- ----
<S> <C> <C>
Global Bond Fund 42% 98%*
Global Assets Fund 34% 57%*
Emerging Markets Fund 36%* N/A
</TABLE>

- ---------------
* Annualized.

PERFORMANCE INFORMATION

Total return will be based on a hypothetical $1,000 investment,
reflecting the reinvestment of all distributions at net asset value. Each
presentation will include the average annual total return for one-, five- and
ten-year (or life of fund periods, if applicable). Each Fund may also advertise
aggregate and average total return information concerning a Class over
additional periods of time. 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. In this case, such total return information would
be more favorable than total return information that includes deductions of the
maximum front-end sales charge or any applicable CDSC.

Because securities prices fluctuate, investment results of the Classes
will fluctuate over time. Past performance is not a guarantee of future results.

STATEMENTS AND CONFIRMATIONS

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dividends. You should examine statements and confirmations immediately and
promptly report any discrepancy by calling your Client Services Representative.

FINANCIAL INFORMATION ABOUT THE FUNDS
Each fiscal year, you will receive an audited annual report and an
unaudited semi-annual report. These reports provide detailed information about
each Fund's investments and performance. Global Funds, Inc.'s fiscal year ends
on November 30.

DISTRIBUTION AND SERVICE

The Transfer Agent, Delaware Service Company, Inc., serves as the
shareholder servicing, dividend disbursing and transfer agent for each Fund
under a Shareholders Services Agreement. The Transfer Agent also provides
accounting services to the Funds pursuant to the terms of a separate Fund
Accounting Agreement. The directors annually review service fees paid to the
Transfer Agent. Certain recordkeeping services and other shareholder services
that otherwise would be performed by the Transfer Agent may be performed by
certain other entities and the Transfer Agent may elect to enter into an
agreement to pay such other entities for those services. In addition,
participant account maintenance fees may be assessed for certain recordkeeping
services provided as part of retirement plan and administration service
packages. These fees are based on the number of participants in the plan and the
various services selected by the employer. Fees will be quoted upon request and
are subject to change.

The Distributor and the Transfer Agent are indirect, wholly owned
subsidiaries of DMH.

EXPENSES

Each Fund is responsible for all of its own expenses other than those
borne by the Manager under the Investment Management Agreements and those borne
by the Distributor under the Distribution Agreements. For the fiscal year ended
November 30, 1996, the ratios of operating expenses to average daily net assets
for Global Bond Fund Institutional Class and Global Assets Fund Institutional
Class were both 0.95%. The ratios of operating expenses to average daily net
assets for Class A Shares, Class B Shares and Class C Shares of International
Trend Fund Institutional Class and Emerging Markets Fund Institutional Class are
each expected to be 1.70%.

The ratios reflect the voluntary waiver and payment of fees noted
above.

Global Funds, Inc. is an open-end management investment company.
Commonly known as a mutual fund, Global Funds, Inc. was organized as a Maryland
corporation on May 30, 1991. Global Funds, Inc. currently offers six series of
shares - International Equity Series, International Trend Series, Global Bond
Series, Global Assets Series, Emerging Markets Series, and Global Equity Series.
Fund shares have a par value of $.01 and when issued will be fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
The shares have no preference as to conversion, exchange, dividends, retirement
or other features and have no preemptive rights. Each Fund will vote separately
on any matter which affects only that Fund. Shares of each Fund have a priority
over shares of any other fund of Global Funds, Inc. in the assets and income of
that Fund.

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Global Funds, Inc.'s shares have noncumulative voting rights which
means that the holders of more than 50% of Global Funds, Inc.'s shares voting
for the election of directors can elect 100% of the directors if they choose to
do so. Under Maryland law, Global Funds, Inc. is not required, and does not
intend, to hold annual meetings of shareholders unless, under certain
circumstances, it is required to do so under the 1940 Act. Shareholders of 10%
or more of Global Funds, Inc.'s outstanding shares may request that a special
meeting be called to consider the removal of a director.

In addition to Institutional Class shares, International Trend Fund
offers International Trend Fund A Class, International Trend Fund B Class,
International Trend Fund C Class; International Equity Fund offers International
Equity Fund A Class, International Equity Fund B Class and International Equity
Fund C Class; Global Bond Fund offers Global Bond Fund A Class, Global Bond Fund
B Class and Global Bond Fund C Class; Global Assets Fund offers Global Assets
Fund A Class, Global Assets Fund B Class and Global Assets Fund C Class and
Global Equity Fund offers Global Equity Fund A Class, Global Equity Fund B
Class, Global Equity Fund C Class. Shares of each Class represent proportionate
interests in the assets of the respective Fund and have the same voting and
other rights and preferences as the other classes of that Fund, except that
shares of the Classes are not subject to, and may not vote on matters affecting,
the Distribution Plans under Rule 12b-1 relating to Class A, Class B and Class C
Shares.

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OTHER INVESTMENT POLICIES AND RISK CONSIDERATIONS

REPURCHASE AGREEMENTS

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.

BORROWINGS
Each Fund may borrow money as a temporary measure for extraordinary
purposes or to facilitate redemptions. A Fund will not borrow money in excess of
one-third of the value of its net assets. A Fund has no intention of increasing
its net income through borrowing. Any borrowing will be done from a bank and, to
the extent that such borrowing exceeds 5% of the value of the 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 U.S.
Securities and Exchange Commission 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, or issue senior securities as defined in the 1940 Act, except
for notes to banks. Investment securities will not be purchased while a Fund has
an outstanding borrowing.

RULE 144A SECURITIES

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INVESTMENT COMPANY SECURITIES
Any investments that the Funds make in either closed-end or open-end
investment companies will be limited by the 1940 Act, and would involve an
indirect payment of a portion of the expenses, including advisory fees, of such
other investment companies. Under the 1940 Act's limitations, a Fund may not (1)
own more than 3% of the voting stock of another investment company; (2) invest
more than 5% of the Fund's total assets in the shares of any one investment
company; nor (3) invest more than 10% of the Fund's total assets in shares of
other investment companies. These percentage limitations also apply to the
Funds' investments in unregistered investment companies.

ZERO COUPON SECURITIES
Global Bond Fund, Global Assets Fund and Emerging Markets Fund may also
invest in zero coupon bonds. The market prices of zero coupon securities are
generally more volatile than the market prices of securities that pay interest
periodically and are likely to respond to changes in interest rates to a greater
degree than do non-zero coupon securities having similar maturities and credit
quality. Current federal income tax law requires that a holder of a taxable zero
coupon security report as income each year the portion of the original issue
discount of such security that accrues that year, even though the holder
receives no cash payments of interest during the year. The Fund has qualified as
a regulated investment company under the Code. Accordingly, during periods when
a Fund receives no interest payments on its zero coupon securities, it will be
required, in order to maintain its desired tax treatment, to distribute cash
approximating the income attributable to such securities. Such distribution may
require the sale of portfolio securities to meet the distribution requirements
and such sales may be subject to the risk factor discussed above.

FOREIGN CURRENCY TRANSACTIONS
Although the Funds value their assets daily in terms of U.S. dollars,
they do not intend to convert their holdings of foreign currencies into U.S.
dollars on a daily basis. Each Fund will, however, from time to time, purchase
or sell foreign currencies and/or engage in forward foreign currency
transactions in order to expedite settlement of portfolio transactions and to
minimize currency value fluctuations. Each Fund may conduct its foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market or through entering into contracts to
purchase or sell foreign currencies at a future date (i.e., a "forward foreign
currency" contract or "forward" contract). A forward contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract, agreed upon by the
parties, at a price set at the time of the contract. The Funds will convert
currency on a spot basis from time to time, and investors should be aware of the
costs of currency conversion.

A Fund may enter into forward contracts to "lock in" the price of a
security it has agreed to purchase or sell, in terms of U.S. dollars or other
currencies in which the transaction will be consummated. By entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars or
foreign currency, of the amount of foreign currency involved in the underlying
security transaction, the Fund will be able to protect itself against a possible
loss resulting from an adverse change in currency exchange rates during the
period between the date the security is purchased or sold and the date on which
payment is made or received.

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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 the Fund's
securities denominated in such foreign currency.

OPTIONS
The Manager may employ options techniques in an attempt to protect
appreciation attained and to take advantage of the liquidity available in the
options market. Each Fund may purchase call options on foreign or U.S.
securities and indices and enter into related closing transactions. A Fund may
also purchase put options on such securities and indices and enter into related
closing transactions.

A put option enables the purchaser of the option, in return for the
premium paid, to sell the security underlying the option to the writer at the
exercise price during the option period, and the writer of the option has the
obligation to purchase the security from the purchaser of the option. A Fund
will only purchase put options to the extent that the premiums on all
outstanding put options do not exceed 2% of its total assets. The advantage is
that the purchaser can be protected should the market value of the security
decline or should a particular index decline.

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An option on a securities index gives the purchaser of the option, in
return for the premium paid, the right to receive from the seller cash equal to
the difference between the closing price of the index and the exercise price of
the option.

In purchasing put and call options, the premium paid by a Fund plus any
transaction costs will reduce any benefit realized by the Fund upon exercise of
the option.

Each Fund may use both Exchange-traded and over-the-counter options.
Certain over-the-counter options may be illiquid. A Fund will only invest in
such options to the extent consistent with its 10% limitation (or, in the case
of International Trend and Emerging Markets Fund, its 15% limitation) on
investment in illiquid securities. The Funds will comply with U.S. Securities
and Exchange Commission asset segregation and coverage requirements when
engaging in these types of transactions.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
The principal purpose of the purchase or sale of futures contracts for
a Fund is to protect the Fund against the fluctuations in interest or exchange
rates which otherwise might adversely affect the value of the Fund's portfolio
securities or adversely affect the prices of securities which the Fund intends
to purchase at a later date without actually buying or selling such securities.

A Fund may also purchase and write options to buy or sell futures
contracts. Options on futures are similar to options on securities except that
options on futures give the purchaser the right, in return for the premium paid,
to assume a position in a futures contract, rather than actually to purchase or
sell the futures contract, at a specified exercise price at any time during the
period of the option. 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 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.

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to the exercise date, it will suffer a loss of the premium paid. Further, the
possible lack of a secondary market could prevent the Fund from closing out its
positions relating to futures.

INTEREST RATE SWAPS
In order to attempt to protect Global Bond Fund's investments from
interest rate fluctuations, the Fund may engage in interest rate swaps. The Fund
intends to use interest rate swaps as a hedge and not as a speculative
investment. Interest rate swaps involve the exchange by the Fund with another
party of their respective rights to receive interest, e.g., an exchange of fixed
rate payments for floating rate payments. For example, if the Fund holds an
interest-paying security whose interest rate is reset once a year, it may swap
the right to receive interest at this fixed rate for the right to receive
interest at a rate that is reset daily. Such a swap position would offset
changes in the value of the underlying security because of subsequent changes in
interest rates. This would protect the Fund from a decline in the value of the
underlying security due to rising rates, but would also limit its ability to
benefit from falling interest rates.

DIVERSIFICATION

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APPENDIX A--RATINGS

<TABLE>
<CAPTION>
AVERAGE WEIGHTED
PERCENTAGE OF PORTFOLIO
RATING MOODY'S OF GLOBAL ASSETS FUND
-------------- ---------------------
<S> <C>
Ba/BB 3.34%
B/B 4.10%
Not Rated/Other 0.10%
</TABLE>

General Rating Information

BONDS
Excerpts from Moody's description of its bond ratings: Aaa--judged to
be the best quality. They carry the smallest degree of investment risk;
Aa--judged to be of high quality by all standards; A--possess favorable
attributes and are considered "upper medium" grade obligations; Baa--considered
as medium grade obligations. Interest payments and principal security appear
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time; Ba--judged to
have speculative elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class; B--generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small; Caa--are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest; Ca--represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings; C--the lowest
rated class of bonds and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.

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<PAGE> 230
SUBJECT TO COMPLETION

For more information, call
Delaware Group at 800-828-5052.

INTERNATIONAL TREND FUND INSTITUTIONAL
GLOBAL BOND FUND INSTITUTIONAL
GLOBAL ASSETS FUND INSTITUTIONAL
EMERGING MARKETS FUND INSTITUTIONAL

INVESTMENT MANAGER
Delaware International Advisers Ltd.
Veritas House
125 Finsbury Pavement
London, England EC2A 1NQ

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

P R O S P E C T U S

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

JULY , 1997

DELAWARE
GROUP

<PAGE> 231

INTERNATIONAL EQUITY FUND INSTITUTIONAL PROSPECTUS
JULY , 1997

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

1818 MARKET STREET, PHILADELPHIA, PA 19103

FOR MORE INFORMATION ABOUT
INTERNATIONAL EQUITY FUND INSTITUTIONAL CLASS
CALL DELAWARE AT 800-828-5052

The Fund offers International Equity Fund Institutional Class (the
"Class"). This Prospectus relates only to the Class and sets forth information
that you should read and consider before you invest. Please retain it for future
reference. The Fund's Statement of Additional Information ("Part B" of Global
Funds, Inc.'s registration statement), dated July , 1997, as it may be amended
from time to time, contains additional information about the Fund and has been
filed with the Securities and Exchange Commission. Part B is incorporated by
reference into this Prospectus and is available, without charge, by writing to
Delaware Distributors, L.P. at the above address or by calling the above number.
The Fund's financial statements appear in the Annual Report of Global Funds,
Inc. for the fiscal year ended November 30, 1996, which will accompany any
response to requests for Part B.

The Fund also offers Class A Shares, Class B Shares and Class C Shares.
Shares of these classes are subject to sales charges and other expenses, which
may affect their performance. A prospectus for these classes can be obtained by
writing to Delaware Distributors, L.P. at the above address or by calling the
above number.

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<PAGE> 232

TABLE OF CONTENTS

COVER PAGE HOW TO BUY SHARES
SYNOPSIS REDEMPTION AND EXCHANGE
SUMMARY OF EXPENSES DIVIDENDS AND DISTRIBUTIONS
FINANCIAL HIGHLIGHTS TAXES
INVESTMENT OBJECTIVE AND STRATEGY CALCULATION OF NET ASSET VALUE PER SHARE
SUITABILITY MANAGEMENT OF THE FUND
INVESTMENT STRATEGY OTHER INVESTMENT POLICIES AND RISK
SPECIAL RISK CONSIDERATIONS CONSIDERATIONS
CLASSES OF SHARES

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<PAGE> 233

SYNOPSIS

INVESTMENT OBJECTIVE

The investment objective of International Equity Fund is to achieve
long-term growth without undue risk to principal. This Fund seeks to achieve its
objective by investing primarily in equity securities that provide the potential
for capital appreciation and income. The Fund is an international fund. As such,
at least 65% of the Fund's assets will be invested in equity securities of
issuers organized or having a majority of their assets in or deriving a majority
of their operating income in at least three different countries outside of the
United States.

For further details, see Investment Objectives and Strategy and Other
Investment Policies and Risk Considerations.

RISK FACTORS

Prospective investors should consider a number of factors:

1. Investing in securities of non-United States companies which are
generally denominated in foreign currencies and the utilization of forward
foreign currency exchange contracts involve certain risk and opportunity
considerations not typically associated with investing in United States
companies. See Special Risk Considerations and Other Investment Policies and
Risk Considerations.

2. The Fund has the right to engage in options and futures transactions
for hedging purposes, to counterbalance portfolio volatility. In connection with
futures transactions, the Fund will maintain certain collateral in special
accounts established with futures commission merchants or on their behalf
in the care of The Chase Manhattan Bank (the "Custodian Bank"). While the Fund
does not engage in options and futures for speculative purposes, there are
risks which result from the use of these instruments, and an investor should
carefully review the descriptions of these risks in this Prospectus. Certain
options and futures may be considered to be derivative securities. See Options
and Futures Contracts and Options on Futures Contracts under Other Investment
Policies and Risk Considerations.

3. The Fund may invest in the markets of certain emerging countries. These
markets may be subject to a greater degree of economic, political and social
instability than is the case in the United States, Western European and other
developed markets. See Special Risk Considerations.

INVESTMENT MANAGER, DISTRIBUTOR AND SERVICE AGENT

Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") is the investment manager for the Fund and, in that capacity,
provides investment advice to the Fund, subject to the supervision of Global
Funds, Inc.'s Board of Directors. Delaware Distributors, L.P. (the
"Distributor") is the national distributor for the Fund and for all of the other
mutual funds in the Delaware Group. Delaware Service Company, Inc. (the
"Transfer Agent") is the shareholder servicing, dividend disbursing, accounting
services and transfer agent for the Fund and for all of the other mutual funds
in the Delaware Group. See Summary of Expenses and Management of the Fund for
further information regarding the Manager and the fees payable under the Fund's
Investment Management Agreement.

PURCHASE PRICE

Shares offered by this Prospectus are available at net asset value,
without a front-end or contingent deferred sales charge, and are not subject to
distribution fees under a Rule 12b-1 Distribution Plan.

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<PAGE> 234

REDEMPTION AND EXCHANGE

Shares of the Fund are redeemed or exchanged at the net asset value
calculated after receipt of the redemption or exchange request. See Redemption
and Exchange.

OPEN-END INVESTMENT COMPANY

Global Funds, Inc. is an open-end, registered management investment
company and International Equity Fund operates as a diversified fund as defined
under the 1940 Act. Global Funds, Inc. was organized as a Maryland corporation
on May 30, 1991. See Shares under Management of the Fund.

-4-
<PAGE> 235

SUMMARY OF EXPENSES
INTERNATIONAL EQUITY FUND
SHAREHOLDER TRANSACTION EXPENSES INSTITUTIONAL CLASS

Maximum Sales Charge Imposed
on Purchases (as a percentage
of offering price).................................. None

Maximum Sales Charge Imposed
on Reinvested Dividends (as
a percentage of offering price)..................... None

Exchange Fees....................................... None*

* Exchanges are subject to the requirements of each fund and a front-end
sales charge may apply.

ANNUAL OPERATING EXPENSES (AS A INTERNATIONAL EQUITY FUND
PERCENTAGE OF AVERAGE DAILY NET ASSETS) INSTITUTIONAL CLASS

Management Fees
(after voluntary waiver and payments)............... 0.64%**

12b-1 Expenses...................................... None

Other Operating Expenses
(after any voluntary payments)...................... 0.91%**
-----

Total Operating Expenses
(after voluntary waiver and payments).......... 1.55%**
=======

** Delaware International has elected voluntarily to waive that portion, if
any, of the annual management fees payable by the Fund and to pay the
Fund's expenses to the extent necessary to ensure that the Total Operating
Expenses (after voluntary waivers and payments) of International Equity
Fund Institutional Class does not exceed 1.55% on an annualized basis
(exclusive of taxes, interest, brokerage commissions and extraordinary
expenses) through May 31, 1997. Total Operating Expenses assume that the
voluntary waiver has been in effect. Absent the voluntary fee waiver and
payments, Total Operating Expenses (as a percentage of average daily net
assets) for the fiscal year ended November 30, 1996 were 1.65%, reflecting
Management Fees of 0.75%.

For expense information about the Fund's A Class, B Class and C Class, see
the separate prospectus relating to those classes.

-5-
<PAGE> 236

The following example illustrates the expenses that an investor would pay
on a $1,000 investment over various time periods, assuming (1) a 5% annual rate
of return and (2) redemption at the end of each time period. The following
example assumes the voluntary waiver of the management fee and/or other payment
of expenses by the Manager as discussed in this Prospectus.

INTERNATIONAL EQUITY 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
FUND INSTITUTIONAL CLASS $16 $49 $84 $185

The purpose of the above table is to assist the investor in understanding
the various costs and expenses that an investor in the Class will bear directly
or indirectly.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

-6-
<PAGE> 237

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

FINANCIAL HIGHLIGHTS

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

-7-
<PAGE> 238
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND
INSTITUTIONAL CLASS
--------------------------------------------------------------------------------
PERIOD
11/9/92(1)
YEAR ENDED THROUGH
11/30/96(1) 11/30/95(1) 11/30/94(1) 11/30/93(1) 11/30/92
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period ........... $12.240 $11.970 $11.290 $ 9.590 $9.520

INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net Investment Income(6) ....................... 0.530 0.323 0.166 0.594 0.021
Net Gains (Losses) on Securities
(both realized and unrealized) .... 2.405 0.637 0.899 1.581 0.049
------- ------- ------- ------- ------
Total From Investment Operations ............... 2.935 0.960 1.065 2.175 0.070
------- ------- ------- ------- ------
LESS DISTRIBUTIONS
- ------------------
Dividends From Net Investment Income ........... (0.320) (0.220) (0.245) (0.475) none
Distributions From Capital Gains ............... (0.145) (0.470) (0.140) none none
Returns of Capital ............................. none none none none none
------- ------- ------- ------- ------
Total Distributions ............... (0.465) (0.690) (0.385) (0.475) none
------- ------- ------- ------- ------
Net Asset Value, End of Period ................. $14.710 $12.240 $11.970 $11.290 $9.590
======= ======= ======= ======= ======
TOTAL RETURN ................................... 24.68%(4) 8.46% 9.47%(4) 23.52%(4) (0.15%)(4)
- ------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------
Net Assets, End of Period (000's omitted) ...... $34,194 $11,660 $ 7,613 $ 3,959 $1,120
Ratio of Expenses to Average Daily Net Assets .. 1.55% 1.77% 1.26% 0.95% 0.95%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation ....... 1.65% 1.77% 1.52% 1.86% 5.37%
Ratio of Net Investment Income to
Average Daily Net Assets ............ 4.00% 2.87% 1.52% 4.21% 2.74%
Ratio of Net Investment Income to Average
Daily Net Assets Prior to
Expense Limitation ................ 3.90% 2.87% 1.26% 3.30% (1.70%)
Portfolio Turnover Rate ........................ 9% 21% 27% 24% 12%
Average Commission Rate Paid ................... $0.0243 N/A N/A N/A N/A
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND
INSTITUTIONAL CLASS
----------------------------------
PERIOD
YEAR 10/31/91(2)(3)
ENDED THROUGH
11/30/92(2) 11/30/91
<S> <C> <C>
Net Asset Value, Beginning of Period ........... $ 9.650 $10.000

Income From Investment Operations
- ---------------------------------
Net Investment Income(6) ....................... 0.162 (0.004)
Net Gains (Losses) on Securities
(both realized and unrealized) .... (0.172) (0.346)
------- -------
Total From Investment Operations ............... (0.010) (0.350)
------- -------
Less Distributions
- ------------------
Dividends From Net Investment Income ........... (0.050) none
Distributions From Capital Gains ............... none none
Returns of Capital ............................. none none
------- -------
Total Distributions ............... (0.050) none
------- -------
Net Asset Value, End of Period ................. $ 9.590 $ 9.650
======= =======
Total Return ................................... (0.15%)(4)(5) (3.50%)(4)(5)
- ------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period (000's omitted) ...... $ 4,604 $ 723
Ratio of Expenses to Average Daily Net Assets .. 1.25% (3)
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation ....... 5.67% (3)
Ratio of Net Investment Income to
Average Daily Net Assets ............ 2.44% (3)
Ratio of Net Investment Income to Average
Daily Net Assets Prior to
Expense Limitation ................ 2.00% (3)
Portfolio Turnover Rate ........................ 12% (3)
Average Commission Rate Paid ................... N/A N/A
</TABLE>

(1) The per share data are derived from International Equity Fund
Institutional Class (formerly known as International Equity Fund
(Institutional) class) which commenced operations on November 9, 1992.
Ratios for the period November 9, 1992 through November 30, 1992 have been
annualized and the total return reflects the performance of International
Equity Fund A Class from December 1, 1991 to November 8, 1992 and the
performance of International Equity Fund Institutional Class from November
9, 1992 to November 30, 1992.

(2) The per share data for International Equity Fund Institutional Class are
derived from International Equity Fund A Class (formerly known as
International Equity Fund class) and reflect the impact of Rule 12b-1
distribution expenses paid by International Equity Fund A Class.
International Equity Fund Institutional Class shares are not subject to
Rule 12b-1 distribution expenses and, beginning November 9, 1992, the per
share data do not reflect the deduction of such expenses. Total return has
been annualized for the period ended November 30, 1991.

(3) Date of initial public offering of International Equity Fund A Class. The
ratios of expenses and net investment income to average daily net assets
and portfolio turnover have been omitted as management believes such
ratios for this relatively short period are not meaningful.

(4) Total return reflects the voluntary fee waiver described under Summary of
Expenses and Management of the Fund.

(5) Does not reflect maximum front-end sales charge that is or was in effect
nor the 1% Limited CDSC that would apply in the event of certain
redemptions within 12 months of purchase.

(6) The year ended November 30, 1996 per share information was based on the
average share outstanding method.

<PAGE> 239

INVESTMENT OBJECTIVE AND STRATEGY

SUITABILITY

Investors considering an investment in International Equity Fund should
have a long-term investment time frame.

The Fund cannot assure a specific rate of return or that principal will be
protected. The value of the Fund's shares can be expected to move up and down
depending on market conditions. Consequently, appreciation may be obtained in
periods of generally rising markets, while in declining markets the value of the
Fund's shares may decline.

Investments in foreign securities, whether equity or fixed-income, involve
special risks including those related to currency fluctuations, as well as to
political, economic and social situations different from and potentially more
volatile than those in the United States. In addition, the accounting, tax and
financial reporting standards of foreign countries are different from and may be
less reliable or comprehensive than those relating to U.S. securities issuers.
See Special Risk Considerations for a complete discussion of the risk factors
affecting any international investment. For these reasons, the Fund is not
suitable for short-term investors. However, through the cautious selection and
supervision of its portfolio, the Manager will strive to achieve the Fund's
objective.

The Fund may be suitable for investors with a long-term time horizon who
are looking for long-term growth potential from a portfolio of international
securities.

* * *

Ownership of shares of the Fund reduces the bookkeeping and administrative
inconveniences that would be involved with direct purchases of the securities
held in the Fund's portfolio.

INVESTMENT STRATEGY

The objective of International Equity Fund is to achieve long-term growth
without undue risk to principal. The Fund seeks to achieve this objective by
investing primarily in securities that provide the potential for capital
appreciation and income. The Fund is an international fund. Under normal
circumstances, at least 65% of the Fund's assets will be invested in the
securities of issuers organized or having a majority of their assets in or
deriving a majority of their operating income in at least three different
countries outside of the United States. The Fund will attempt to achieve its
objective by investing in a broad range of equity securities including common
stocks, preferred stocks, convertible securities and warrants. The Manager will
employ a dividend discount analysis across country boundaries and will also use
a purchasing power parity approach to identifying currencies and markets that
are overvalued or undervalued relative to the U.S. dollar.

With a dividend discount analysis, the Manager looks at future anticipated
dividends and discounts the value of those dividends back to what they would be
worth if they were being paid today. The Manager uses this technique to attempt
to compare the value of different investments. With a purchasing power parity
approach, the Manager attempts to identify the amount of goods and services that
a dollar will buy in the United

-8-
<PAGE> 240

States and compare that to the amount of a foreign currency required to buy the
same amount of goods and services in another country. Eventually, currencies
should trade at levels that should make it possible for the dollar to buy the
same amount of goods and services overseas as in the United States. When the
dollar buys less, the foreign currency may be considered to be overvalued. When
the dollar buys more, the currency may be considered to be undervalued. The Fund
may also invest in sponsored or unsponsored American Depositary Receipts,
European Depositary Receipts or Global Depositary Receipts ("Depositary
Receipts").

While the Fund may purchase securities in any foreign country, developed
and underdeveloped, or emerging market countries, it is currently anticipated
that the countries in which the Fund may invest will include, but not be limited
to, Canada, Germany, the United Kingdom, France, the Netherlands, Belgium,
Spain, Switzerland, Japan, Australia, Hong Kong and Singapore/Malaysia. With
respect to certain countries, investments by an investment company may only be
made through investments in closed-end investment companies that in turn are
authorized to invest in the securities of such countries. See Investment Company
Securities under Other Investment Policies and Risk Considerations.

For temporary defensive purposes, the Fund may invest all or a substantial
portion of its assets in high quality debt instruments issued by foreign
governments, their agencies, instrumentalities or political subdivisions, the
U.S. government, its agencies or instrumentalities and which are backed by the
full faith and credit of the U.S. government, or issued by foreign or U.S.
companies. For example, the Fund may invest in U.S. fixed-income markets when
the Manager believes that the global equity markets are excessively volatile or
overvalued so that the Fund's objective cannot be achieved in such markets. Any
corporate debt obligations will be rated AA or better by Standard & Poor's
Ratings Group ("S&P"), or Aa or better by Moody's Investors Service, Inc.
("Moody's"), or if unrated, will be determined to be of comparable quality by
the Manager. The Fund may also invest in the securities listed above pending
investment of proceeds from new sales of Fund shares and to maintain sufficient
cash to meet redemption requests.

The investment policies of the Fund not identified above as "fundamental"
may be changed by the Board of Directors of Global Funds, Inc. without a
shareholder vote. See Special Risk Considerations and Other Investment Policies
and Risk Considerations.

-9-
<PAGE> 241

SPECIAL RISK CONSIDERATIONS

Shareholders should understand that all investments involve risk and there
can be no guarantee against loss resulting from an investment in the Fund, nor
can there be any assurance that the Fund's investment objective will be
attained.

Foreign Securities Risks. The Fund has the right to purchase securities in
any developed, underdeveloped or emerging country. Investors should consider
carefully the substantial risks involved in investing in securities issued by
companies and governments of foreign nations. These risks are in addition to the
usual risks inherent in domestic investments. There is the possibility of
expropriation, nationalization or confiscatory taxation, taxation of income
earned in foreign nations or other taxes imposed with respect to investments in
foreign nations, foreign exchange control (which may include suspension of the
ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.

Emerging Markets Securities Risks. Compared to the United States and other
developed countries, emerging countries may have volatile social conditions,
relatively unstable governments and political systems, economies based on only a
few industries and economic structures that are less diverse and mature, and
securities markets that trade a small number of securities, which can result in
a low or nonexistent volume of trading. Prices in these securities markets tend
to be volatile and, in the past, securities in these countries have offered
greater potential for gain (as well as loss) than securities of companies
located in developed countries. Until recently, there has been an absence of a
capital market structure or market-oriented economy in certain emerging
countries. Further, investments and opportunities for investments by foreign
investors are subject to a variety of national policies and restrictions in many
emerging countries. These restrictions may take the form of prior governmental
approval, limits on the amount or type of securities held by foreigners, limits
on the types of

-10-
<PAGE> 242

companies in which foreigners may invest and prohibitions on foreign investments
in issuers or industries deemed sensitive to national interests. Additional
restrictions may be imposed at any time by these or other countries in which the
Fund invests. Also, the repatriation of both investment income and capital from
several foreign countries is restricted and controlled under certain
regulations, including, in some cases, the need for certain governmental
consents. Although these restrictions may in the future make it undesirable to
invest in emerging countries, the Manager does not believe that any current
repatriation restrictions would affect its decision to invest in such countries.
Countries such as those in which the Fund may invest have historically
experienced and may continue to experience, substantial, and in some periods
extremely high rates of inflation for many years, high interest rates, exchange
rate fluctuations or currency depreciation, large amounts of external debt,
balance of payments and trade difficulties and extreme poverty and unemployment.
Other factors which may influence the ability or willingness to service debt
include, but are not limited to, a country's cash flow situation, the
availability of sufficient foreign exchange on the date a payment is due, the
relative size of its debt service burden to the economy as a whole, its
government's policy towards the International Monetary Fund, the World Bank and
other international agencies and the political constraints to which a government
debtor may be subject.

As a result of the foregoing, a foreign governmental issuer may default on
its obligations. If such a default occurs, the Fund may have limited effective
legal recourse against the issuer and/or guarantor. Remedies must, in some
cases, be pursued in the courts of the defaulting party itself, and the ability
of the holder of foreign government and government-related debt securities to
obtain recourse may be subject to the political climate in the relevant country.
In addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of other foreign government and
government-related debt obligations in the event of default under their
commercial bank loan agreements.

-11-
<PAGE> 243

Risks Related to Additional Investment Techniques. With respect to forward
foreign currency contracts, the precise matching of forward contract amounts and
the value of the securities involved is generally not possible since the future
value of such securities in foreign currencies will change as a consequence of
market movements in the value of those securities between the date the forward
contract is entered into and the date it matures. The projection of short-term
currency strategy is highly uncertain.

It is impossible to forecast the market value of portfolio securities at
the expiration of the contract. Accordingly, it may be necessary for the Fund to
purchase additional foreign currency on the spot market (and bear the expense of
such purchase) if the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver (and if a decision is made to
sell the security and make delivery of the foreign currency). Conversely, it may
be necessary to sell on the spot market some of the foreign currency received
upon the sale of the portfolio security if its market value exceeds the amount
of foreign currency the Fund is obligated to deliver.

-12-
<PAGE> 244

CLASSES OF SHARES

The Distributor serves as the national distributor for the Fund. Shares of
each Class may be purchased directly by contacting the Fund or its agent or
through authorized investment dealers. All purchases of shares of each Class are
made at net asset value. There is no front-end or contingent deferred sales
charge.

INVESTMENT INSTRUCTIONS GIVEN ON BEHALF OF PARTICIPANTS IN AN
EMPLOYER-SPONSORED RETIREMENT PLAN ARE MADE IN ACCORDANCE WITH DIRECTIONS
PROVIDED BY THE EMPLOYER. EMPLOYEES CONSIDERING PURCHASING SHARES OF THE CLASS
AS PART OF THEIR RETIREMENT PROGRAM SHOULD CONTACT THEIR EMPLOYER FOR DETAILS.

Shares of the Class are available for purchase only by: (a) retirement
plans introduced by persons not associated with brokers or dealers that are
primarily engaged in the retail securities business and rollover individual
retirement accounts from such plans; (b) tax-exempt employee benefit plans of
Delaware or its affiliates and securities dealer firms with a selling agreement
with the Distributor; (c) institutional advisory accounts of Delaware or its
affiliates and those having client relationships with Delaware Investment
Advisers, a division of Delaware 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.

CLASS A SHARES, CLASS B SHARES AND CLASS C SHARES

In addition to offering International Equity Fund Institutional Class of
shares, International Equity Fund also offers: International Equity Fund A
Class, International Equity Fund B Class and International Equity Fund C Class,
which are described in a separate prospectus. Shares of such classes may be
purchased through authorized investment dealers or directly by contacting the
Fund or its Distributor. Class A Shares carry a front-end sales charge and have
annual 12b-1 expenses equal to a maximum of 0.30%. The maximum front-end sales
charge as a percentage of the offering price of Class A Shares is 4.75% and is
reduced on certain transactions of $100,000 or more. Class B Shares and Class C
Shares have no front-end sales charge but are subject to annual 12b-1 expenses
equal to a maximum of 1%. Class B Shares and Class C Shares and certain Class A
Shares may be subject to a contingent deferred sales charge upon redemption. To
obtain a prospectus relating to such classes, contact the Distributor by writing
to the address or by calling the phone number listed on the back cover of this
Prospectus.

-13-
<PAGE> 245
HOW TO BUY SHARES

The Fund makes it easy to invest by mail, by wire, by exchange and by
arrangement with your investment dealer. In all instances, investors must
qualify to purchase shares of the Class.

INVESTING DIRECTLY BY MAIL

1. Initial Purchases--An Investment Application or, in the case of a retirement
account, an appropriate retirement plan application, must be completed, signed
and sent with a check payable to the specific Fund and Class selected, to
Delaware Group at 1818 Market Street, Philadelphia, PA 19103.

INVESTING DIRECTLY BY WIRE

You may purchase shares by requesting your bank to transmit funds by wire
to CoreStates Bank, N.A., ABA #031000011, account number 1412893401 (include
your name(s) and your account number for the Fund and Class in which you are
investing).

INVESTING BY EXCHANGE

If you have an investment in another mutual fund in the Delaware Group and
you qualify to purchase shares of the Class, you may write and authorize an
exchange of part or all of your investment into the Fund. However, Class B
Shares and Class C Shares of each Fund and Class B Shares and Class C Shares of
the other funds in the Delaware Group offering such a class of shares may not be
exchanged into the Class. If you wish to open an account by exchange, call your
Client Services Representative at 800-828-5052 for more information. See
Redemption and Exchange for more complete information concerning your exchange
privileges.

INVESTING THROUGH YOUR INVESTMENT DEALER

You can make a purchase of Fund shares through most investment dealers
who, as part of the service they provide, must transmit orders promptly to the
Fund. They may charge for this service.

PURCHASE PRICE AND EFFECTIVE DATE

The purchase price (net asset value) of the Class is determined 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.

-14-
<PAGE> 246
electronic transfer or check is received, unless it is received after the time
the share price is determined, as noted above. Purchase orders received after
such time will be effective the next business day.

THE CONDITIONS OF YOUR PURCHASE

The Fund reserves the right to reject any purchase order. If a purchase is
canceled because your check is returned unpaid, you are responsible for any loss
incurred. The Fund can redeem shares from your account(s) to reimburse itself
for any loss, and you may be restricted from making future purchases in any of
the funds in the Delaware Group. The Fund reserves the right to reject purchases
by third-party checks or checks that are not drawn on a domestic branch of a
United States financial institution. If a check drawn on a foreign financial
institution is accepted, you may be subject to additional bank charges for
clearance and currency conversion.

The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under $250 as a result of redemptions.

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<PAGE> 247
REDEMPTION AND EXCHANGE

Your shares will be redeemed or exchanged at a price based on the net
asset value next determined after the Fund receives your request in good order.
For example, redemption or exchange requests received in good order after the
time the net asset value of shares is determined, will be processed on the next
business day. See Purchase Price and Effective Date under How to Buy Shares.
Except as otherwise noted below, for a redemption request to be in "good order,"
you must provide your account number, account registration, and the total number
of shares or dollar amount of the transaction. With regard to exchanges, you
must also provide the name of the fund you want to receive the proceeds.
Exchange instructions and redemption requests must be signed by the record
owner(s) exactly as the shares are registered. You may request a redemption or
an exchange by calling the Fund at 800-828-5052. Redemption proceeds will be
distributed promptly, as described below, but not later than seven days after
receipt of a redemption request.

The Fund will process written and telephone redemption requests to the
extent that the purchase orders for the shares being redeemed have already
settled. The Fund will not honor redemption requests as to shares for which a
check was tendered as payment until the Fund is reasonably satisfied that the
check has cleared, which may take up to 15 days from the purchase date. You can
avoid this potential delay if you purchase shares by wiring Federal Funds. The
Fund reserves the right to reject a written or telephone redemption request or
delay payment of redemption proceeds if there has been a recent change to the
shareholder's address of record.

Shares of the Class may be exchanged into any other Delaware Group mutual
fund provided: (1) the investment satisfies the eligibility and other
requirements set forth in the prospectus of the fund being acquired, including
the payment of any applicable front-end sales charge; and (2) the shares of the
fund being acquired are in a state where that fund is registered. If exchanges
are made into other shares that are eligible for purchase only by those
permitted to purchase shares of the Class, such shares will be exchanged at net
asset value. Shares of the Class may not be exchanged into the Class B Shares or
Class C Shares of the funds in the Delaware Group. The Fund may suspend,
terminate or amend the terms of the exchange privilege upon 60 days' written
notice to shareholders.

Various redemption and exchange methods are outlined below. No fee is
charged by the Fund or the Distributor for redeeming or exchanging your shares.
You may also have your investment dealer arrange to have your shares redeemed or
exchanged. Your investment dealer may charge for this service.

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<PAGE> 248
WRITTEN REDEMPTION AND EXCHANGE

You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103 to
redeem some or all of your shares or to request an exchange of any or all your
shares into another mutual fund in the Delaware Group, subject to the same
conditions and limitations as other exchanges noted above. The request must be
signed by all owners of the account or your investment dealer of record.

For redemptions of more than $50,000, or when the proceeds are not sent to
the shareholder(s) at the address of record, the Fund requires a signature by
all owners of the account and may require a signature guarantee. Each signature
guarantee must be supplied by an eligible guarantor institution. The Fund
reserves the right to reject a signature guarantee supplied by an eligible
institution based on its creditworthiness. The Fund may require further
documentation from corporations, executors, retirement plans, administrators,
trustees or guardians.

You also may submit your written request for redemption or exchange by
facsimile transmission at the following number: 215-255-8864.

TELEPHONE REDEMPTION AND EXCHANGE

To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge) for
you. If you choose to have your shares in certificate form, you may redeem or
exchange only by written request and you must return your certificates.

The Telephone Redemption - Check to Your Address of Record service and the
Telephone Exchange service, both of which are described below, are automatically
provided unless you notify the Fund in writing that you do not wish to have such
services available with respect to your account. The Fund reserves the right to
modify, terminate or suspend these procedures upon 60 days' written notice to
shareholders. It may be difficult to reach the Fund by telephone during periods
when market or economic conditions lead to an unusually large volume of
telephone requests.

Neither the Fund nor its 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, the 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, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. A written confirmation will be provided
for all purchase, exchange and redemption transactions initiated by telephone.
By exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

TELEPHONE REDEMPTION-CHECK TO YOUR ADDRESS OF RECORD

You or your investment dealer of record can have redemption proceeds of
$50,000 or less mailed to you at your address of record. Checks will be payable
to the shareholder(s) of record. Payment is normally mailed the next business
day after receipt of the redemption request.

-17-
<PAGE> 249
TELEPHONE REDEMPTION-PROCEEDS TO YOUR BANK

Redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check. You should authorize this
service when you open your account. If you change your predesignated bank
account, you must submit a written authorization and you may need to have your
signature guaranteed. For your protection, your authorization must be on file.
If you request a wire, your funds will normally be sent the next business day.
If you ask for a check, it will normally be mailed the next business day after
receipt of your redemption request to your predesignated bank account. There are
no fees for this redemption method, but the mail time may delay getting funds
into your bank account. Simply call your Client Services Representative prior to
the time the net asset value is determined, as noted above.

TELEPHONE EXCHANGE

You or your investment dealer of record can exchange shares into any fund
in the Delaware Group under the same registration. As with the written exchange
service, telephone exchanges are subject to the same conditions and limitations
as other exchanges noted above. Telephone exchanges may be subject to
limitations as to amounts or frequency.

-18-
<PAGE> 250

DIVIDENDS AND DISTRIBUTIONS

Global Funds, Inc. declares a dividend on the Fund to all shareholders of
record of the Class of that Fund at the time the offering price of shares is
determined. See Purchase Price and Effective Date under How to Buy Shares. Thus,
when redeeming shares, dividends continue to be credited up to and including the
date of redemption. The Fund will normally declare and make payments from net
investment income on a quarterly basis.

The Class will share proportionately in the investment income and expenses
of the Fund, except that the Class will not incur any distribution fee under
Global Funds, Inc.'s 12b-1 Plans which apply to Class A Shares, Class B Shares
and Class C Shares.

-19-
<PAGE> 251
TAXES

Although dividends generally will be treated as distributed when paid,
dividends which are declared in October, November, or December to shareholders
of record in such a month, but which, for operational reasons, may not be paid
to the shareholder until the following January, will be treated for tax purposes
as if paid by the Fund and received by the shareholder on December 31 of the
year declared.

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<PAGE> 252
In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions. Distributions of interest income and capital gains
realized from certain types of U.S. government securities may be exempt from
state personal income taxes. Shares of the Fund are exempt from Pennsylvania
county personal property taxes.

The Fund is required to withhold 31% of taxable dividends, capital gains
distributions, and redemptions paid to shareholders who have not complied with
IRS taxpayer identification regulations. You may avoid this withholding
requirement by certifying on your Investment Application your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.

See Accounting and Tax Issues and Distributions and Taxes in Part B for
additional information on tax matters relating to the Fund and its shareholders.

-21-
<PAGE> 253

CALCULATION OF OFFERING PRICE AND NET ASSET VALUE PER SHARE

The purchase and redemption price of Class shares is the net asset value
("NAV") per share of Class shares next computed after the order is received. The
NAV is 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 NAV per share is computed by adding the value of all securities and
other assets in the Fund's portfolio, deducting any liabilities of the Fund
(expenses and fees are accrued daily) and dividing by the number of the Fund's
shares outstanding. Portfolio securities for which market quotations are
available are priced at market value. Debt securities are priced at fair value
by an independent pricing service using methods approved by Global Funds, Inc.'s
Board of Directors. Short-term investments having a maturity of less than 60
days are valued at amortized cost, which approximates market value. All other
securities are valued at their fair value as determined in good faith and in a
method approved by Global Funds, Inc.'s Board of Directors.

The net asset values of all outstanding shares of each class of the Fund
will be computed on a pro-rata basis for each outstanding share based on the
proportionate participation in the Fund represented by the value of shares of
that class. All income earned and expenses incurred by the Fund will be borne on
a pro-rata basis by each outstanding share of a class, based on each class'
percentage in the Fund represented by the value of shares of such classes,
except that the Class will not incur any of the expenses under the Fund's 12b-1
Plans and Class A, Class B and Class C Shares of the Fund alone will bear the
12b-1 Plan expenses payable under their respective 12b-1 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 the Fund will vary.

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<PAGE> 254

MANAGEMENT OF THE FUND

DIRECTORS

The business and affairs of Global Funds, Inc. are managed under the
direction of its Board of Directors. Part B contains additional information
regarding Global Funds, Inc.'s directors and officers.

INVESTMENT MANAGER

Delaware and its predecessors have been managing the funds in the Delaware
Group since 1938. On November 30, 1996, Delaware and its affiliates, including
Delaware International, were managing in the aggregate more than $32 billion in
assets in various institutional or separately managed (approximately
$20,311,203,919) and investment company (approximately $11,765,348,126)
accounts.

Delaware is an indirect, wholly owned subsidiary of Delaware Management
Holdings, Inc. ("DMH"). Delaware International is also controlled by DMH through
several subsidiaries. On April 3, 1995, a merger between DMH and a wholly owned
subsidiary of Lincoln National Corporation ("Lincoln National") was completed.
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. In connection with the merger, a
new Investment Management Agreement between Global Funds, Inc., on behalf of
International Equity Fund, and the Manager, was executed following shareholder
approval.

Beginning December 1, 1995, Delaware International elected voluntarily to
waive that portion, if any, of the annual management fees payable by
International Equity Fund and to reimburse expenses to the extent necessary to
ensure that the Total Operating Expenses (exclusive of taxes, interest,
brokerage commissions and extraordinary expenses) of the Class do not exceed
1.55% through November 30, 1996. This voluntary waiver has been extended through
May 31, 1997. 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 expenses
to the extent necessary to ensure that the Total Operating Expenses (exclusive
of taxes, interest, brokerage commission and extraordinary expenses) of the
Class did not exceed 1.50%. Prior to June 1, 1994, a waiver and reimbursement
commitment was in place to ensure expenses of the Class did not exceed 0.95%
(exclusive of taxes, interest brokerage commissions and extraordinary expenses).

-23-
<PAGE> 255

PORTFOLIO TRADING PRACTICES

PERFORMANCE INFORMATION

From time to time, the Fund may quote total return performance of the
Class in advertising and other types of literature. Total return will be based
on a hypothetical $1,000 investment, reflecting the reinvestment of all
distributions at net asset value. Each presentation will include the average
annual total return for one-, five- and ten-year (or life of fund, if
applicable) periods. The Fund may also advertise aggregate and average total
return information concerning the Class over additional periods of time.

Because securities prices fluctuate, investment results of the Class will
fluctuate over time. Past performance is not a guarantee of future results.

-24-
<PAGE> 256
STATEMENTS AND CONFIRMATIONS

FINANCIAL INFORMATION ABOUT THE FUND

Each fiscal year, you will receive an audited annual report and an
unaudited semi-annual report. These reports provide detailed information about
the Fund's investments and performance. Global Funds, Inc.'s fiscal year ends on
November 30.

DISTRIBUTION AND SERVICE

The Distributor, Delaware Distributors, L.P., serves as the national
distributor of the Fund's shares, under a Distribution Agreement with Global
Funds, Inc. dated April 3, 1995, as amended on November 29, 1995. The
Distributor bears all of the costs of promotion and distribution.

The Transfer Agent, Delaware Service Company, Inc., serves as the
shareholder servicing, dividend disbursing and transfer agent for the Fund under
a Shareholders Services Agreement. The Transfer Agent also provides accounting
services to the Fund pursuant to the terms of a separate Fund Accounting
Agreement. The directors annually review service fees paid to the Transfer
Agent. Certain recordkeeping services and other shareholder services that
otherwise would be performed by the Transfer Agent may be performed by certain
other entities and the Transfer Agent may elect to enter into an agreement to
pay such other entities for those services. In addition, participant account
maintenance fees may be assessed for certain recordkeeping services provided as
part of retirement plan and administration service packages. These fees are
based on the number of participants in the plan and the various services
selected by the employer. Fees will be quoted upon request and are subject to
change.

The Distributor and the Transfer Agent are indirect, wholly owned
subsidiaries of DMH.

EXPENSES

The Fund is responsible for all of its own expenses other than those borne
by the Manager under the Investment Management Agreement and those borne by the
Distributor under the Distribution Agreement. For the fiscal year ended November
30, 1996, the ratio of operating expenses to average daily net assets for the
Class was 1.55%. The ratio reflects the impact of the voluntary waiver and
payment of fees noted above.

Global Funds, Inc. is an open-end management investment company. Commonly
known as a mutual fund, Global Funds, Inc. was organized as a Maryland
corporation on May 30, 1991. Global Funds, Inc. currently offers six series of
shares - International Equity Series, Global Bond Series, Global Assets Series,
Emerging Markets Series, International Trend Series and Global Equity Series.
Fund shares have a par value of $.01 and when issued will be fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
The shares have no preference as to conversion, exchange, dividends, retirement
or other features and have no preemptive rights. The Fund will vote separately
on any matter which affects only the Fund. Shares of the Fund have a priority
over shares of any other fund of Global Funds, Inc. in the assets and income of
the Fund.

-25-
<PAGE> 257
Global Funds, Inc.'s shares have noncumulative voting rights which means
that the holders of more than 50% of Global Funds, Inc.'s shares voting for the
election of directors can elect 100% of the directors if they choose to do so.
Under Maryland law, Global Funds, Inc. is not required, and does not intend, to
hold annual meetings of shareholders unless, under certain circumstances, it is
required to do so under the 1940 Act. Shareholders of 10% or more of Global
Funds, Inc.'s outstanding shares may request that a special meeting be called to
consider the removal of a director.

In addition to Institutional Class shares, International Equity Fund
offers International Equity Fund A Class, International Equity Fund B Class and
International Equity Fund C Class. Shares of each class represent proportionate
interests in the assets of the Fund and have the same voting and other rights
and preferences as the other classes of the Fund, except that shares of the
Class are not subject to, and may not vote on matters affecting, the
Distribution Plans under Rule 12b-1 relating to Class A, Class B and Class C
Shares.

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<PAGE> 258

OTHER INVESTMENT POLICIES AND RISK CONSIDERATIONS

RESTRICTED AND ILLIQUID SECURITIES

REPURCHASE AGREEMENTS

PORTFOLIO LOAN TRANSACTIONS

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.

The major risk to which the 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, and the borrower would fail to return the borrowed security.
Therefore, the Fund will only enter into loan arrangements after a review of all
pertinent facts by the Manager, subject to overall supervision by 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. In addition, the Fund will require borrowers to deliver
collateral to the Fund before lending securities. Creditworthiness will be
monitored on an ongoing basis by the Manager.

BORROWINGS

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<PAGE> 259

RULE 144A SECURITIES

While maintaining oversight, the Board of Directors of Global Funds,
Inc. has delegated to the Manager the day-to-day functions of determining
whether or not individual Rule 144A Securities are liquid for purposes of the
Fund's 10% limitation on investments in illiquid assets. The Board has
instructed the Manager to consider the following factors in determining the
liquidity of a Rule 144A Security: (i) the frequency of trades and trading
volume for the security; (ii) whether at least three dealers are willing to
purchase or sell the security and the number of potential purchasers; (iii)
whether at least two dealers are making a market in the security; and (iv) the
nature of the security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers, and the
mechanics of transfer).

INVESTMENT COMPANY SECURITIES

FOREIGN CURRENCY TRANSACTIONS

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<PAGE> 260

The Fund will not enter into forward contracts or maintain a net
exposure to such contracts where the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Fund's securities or other assets denominated in that currency.

OPTIONS

A call option enables the purchaser, in return for the premium paid, to
purchase securities from the writer of the option at an agreed price up to an
agreed date. The advantage is that the purchaser may hedge against an increase
in the price of securities it ultimately wishes to buy or take advantage of a
rise in a particular index. The Fund will only purchase call options to the
extent that premiums paid on all outstanding call options do not exceed 2% of
its total assets.

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<PAGE> 261
An option on a securities index gives the purchaser of the option, in
return for the premium paid, the right to receive from the seller cash equal to
the difference between the closing price of the index and the exercise price of
the option.

In purchasing put and call options, the premium paid by the Fund plus
any transaction costs will reduce any benefit realized by the Fund upon exercise
of the option.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

The principal purpose of the purchase or sale of futures contracts for
the Fund is to protect the Fund against the fluctuations in interest or exchange
rates which otherwise might adversely affect the value of the Fund's portfolio
securities or adversely affect the prices of securities which the Fund intends
to purchase at a later date without actually buying or selling such securities.

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<PAGE> 262

To the extent that interest or exchange rates or securities prices move
in an unexpected direction, the Fund may not achieve the anticipated benefits of
investing in futures contracts and options thereon, or may realize a loss. To
the extent that the Fund purchases an option on a futures contract and fails to
exercise the option prior to the exercise date, it will suffer a loss of the
premium paid. Further, the possible lack of a secondary market could prevent the
Fund from closing out its positions relating to futures.

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<PAGE> 263

SUBJECT TO COMPLETION

For more information, call Delaware Group at 800-828-5052.

INVESTMENT MANAGER
Delaware International Advisers Ltd.
Veritas House
125 Finsbury Pavement
London, England EC2A 1NQ

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

- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND INSTITUTIONAL
- --------------------------------------------------------------------------------

P R O S P E C T U S
- --------------------------------------------------------------------------------
JULY , 1997

DELAWARE
GROUP
--------

<PAGE> 264
GLOBAL EQUITY FUND INSTITUTIONAL PROSPECTUS
JULY , 1997

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

1818 MARKET STREET, PHILADELPHIA, PA 19103

FOR MORE INFORMATION ABOUT
GLOBAL EQUITY FUND INSTITUTIONAL CLASS
CALL DELAWARE AT 800-828-5052

This Prospectus describes shares of the Global Equity Series (the
"Fund," or "Global Equity Fund") of Delaware Group Global & International Funds,
Inc. ("Global Funds, Inc."), a professionally-managed mutual fund of the series
type. The investment objective of the Fund is to achieve long-term growth
without undue risk to principal. The Fund seeks to achieve this objective by
investing in global securities that provide the potential for capital
appreciation and income. See Investment Objective and Strategy.

The Fund offers Global Equity Fund Institutional Class shares (the
"Class"). This Prospectus relates only to the Class and sets forth information
that you should read and consider before you invest. Please retain it for future
reference. The Fund's Statement of Additional Information ("Part B" of Global
Funds, Inc.'s registration statement), dated July , 1997, as it may be amended
from time to time, contains additional information about the Fund and has been
filed with the Securities and Exchange Commission. Part B is incorporated by
reference into this Prospectus and is available, without charge, by writing to
Delaware Distributors, L.P. at the above address or by calling the above
telephone numbers.

The Fund also offers Class A Shares, Class B Shares and Class C Shares.
Shares of these classes are subject to sales charges and other expenses, which
may affect their performance. A prospectus for those classes can be obtained by
writing to Delaware Distributors, L.P. at the above address or by calling the
above number.

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<PAGE> 265
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
COVER PAGE HOW TO BUY SHARES
SYNOPSIS REDEMPTION AND EXCHANGE
SUMMARY OF EXPENSES DIVIDENDS AND DISTRIBUTIONS
INVESTMENT OBJECTIVE AND STRATEGY TAXES
SUITABILITY CALCULATION OF NET ASSET VALUE PER SHARE
INVESTMENT STRATEGY MANAGEMENT OF THE FUND
SPECIAL RISK CONSIDERATIONS OTHER INVESTMENT POLICIES AND
CLASSES OF SHARES RISK CONSIDERATIONS
</TABLE>

-2-
<PAGE> 266
SYNOPSIS

RISK FACTORS
Prospective investors should consider a number of factors:

1. Investing in securities of non-United States companies which are
generally denominated in foreign currencies and the utilization of forward
foreign currency exchange contracts involve certain risk and opportunity
considerations not typically associated with investing in United States
companies. See Special Risk Considerations and Other Investment Policies and
Risk Considerations.

2. The Fund has the right to engage in options and futures transactions
for hedging purposes, to counterbalance portfolio volatility. In connection with
futures transactions, the Fund will maintain certain collateral in special
accounts established with futures commission merchants directly or for their
benefit in the care of The Chase Manhattan Bank (the "Custodian Bank"). While
the Fund does not engage in options and futures for speculative purposes, there
are risks which result from the use of these instruments, and an investor should
carefully review the descriptions of these risks in this Prospectus. See Options
and Futures Contracts and Options on Futures Contracts under Other Investment
Policies and Risk Considerations.

INVESTMENT MANAGER, SUB-ADVISER, DISTRIBUTOR AND SERVICE AGENT
Delaware International Advisers Ltd. ("Delaware International" or the
"Manager") is the investment manager for the Fund and, in that capacity,
provides investment advice to the Fund, subject to the supervision of Global
Funds, Inc.'s Board of Directors. Delaware Management Company, Inc. ("Delaware"
or the "Sub-Adviser") is the investment sub-adviser for the Fund and, in that
capacity, provides investment advice relating to U.S. securities. Delaware
Distributors, L.P. (the "Distributor") is the national distributor for the Fund
and for all of the other mutual funds in the Delaware Group. Delaware Service
Company, Inc. (the "Transfer Agent") is the shareholder servicing, dividend
disbursing, accounting services and transfer agent for the Fund and for all of
the other mutual funds in the Delaware Group. See Summary of Expenses and
Management of the Fund for further information regarding the Manager and the
Sub-Adviser and the fees payable under the Fund's Investment Management
Agreement and the Sub-Advisory Agreement on behalf of the Fund.

PURCHASE PRICE
Shares offered by this Prospectus are available at net asset value,
without a front-end or contingent deferred sales charge, and are not subject to
distribution fees under a Rule 12b-1 Distribution Plan.

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<PAGE> 267
REDEMPTION AND EXCHANGE
Shares of the Class are redeemed or exchanged at the net asset value
calculated after receipt of the redemption or exchange request. See Redemption
and Exchange.

OPEN-END INVESTMENT COMPANY
Global Funds, Inc. is an open-end, registered management investment
company and Global Equity Fund operates as a diversified fund as defined under
the Investment Company Act of 1940 (the "1940 Act"). Global Funds, Inc. was
organized as a Maryland corporation on May 30, 1991. See Shares under Management
of the Fund.

-4-
<PAGE> 268
SUMMARY OF EXPENSES

<TABLE>
<CAPTION>
GLOBAL EQUITY FUND
SHAREHOLDER TRANSACTION EXPENSES INSTITUTIONAL CLASS
-------------------------------- -------------------
<S> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)............................................ None

Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)............................................ None

Exchange Fees.................................................................. None*
</TABLE>

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES GLOBAL EQUITY FUND
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) INSTITUTIONAL CLASS
- --------------------------------------------- -------------------
<S> <C>
Management Fees (after voluntary waiver and payments).......................... %**
------

12b-1 Plan Expenses............................................................ None

Other Operating Expenses (after any voluntary payments)........................ %**
------

Total Operating Expenses
(after voluntary waiver and payments)..................................... 0.80%**
</TABLE>

- -----------------
* Exchanges are subject to the requirements of each fund and a front-end
sales charge may apply.

** "Other Operating Expenses" and "Total Operation Expenses" for the Class
are based on estimated amounts for the first full fiscal year of the
Class, after giving effect to voluntary fee waiver and expense
payments. Delaware International has elected voluntarily to waive that
portion, if any, of the annual management fees payable by the Fund and
to pay certain expenses of the Fund to the extent necessary to ensure
that the Total Operating Expenses of the Class do not exceed 0.80%,
from the commencement of the public offering of the Class through
December 31, 1997. Absent the voluntary fee waiver and payments, it is
estimated that for the first full year, the Total Operating Expenses
(as a percentage of average daily net assets) would be %,
-----
reflecting management fees of 0.80%.

-5-
<PAGE> 269
For expense information about the Fund's A Class, B Class and C Class,
see the separate prospectus relating to those classes.

The following example illustrates the expenses that an investor would
pay on a $1,000 investment over various time periods, assuming (1) a 5% annual
rate of return and (2) redemption at the end of each time period. The following
example assumes the voluntary waiver of the management fee and/or other payments
of expenses by the Manager as discussed in this Prospectus.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
INSTITUTIONAL GLOBAL EQUITY
FUND INSTITUTIONAL CLASS $ $
----- -----
</TABLE>

The purpose of the above tables is to assist the investor in
understanding the various costs and expenses that an investor in the Class will
bear directly or indirectly.

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

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INVESTMENT OBJECTIVE AND STRATEGY

SUITABILITY
Investors considering an investment in Global Equity Fund should have a
long-term investment time frame.

The Fund may be suitable for investors with a long-term time horizon
who are looking for long-term growth potential from a portfolio of international
securities.

Ownership of shares of the Fund reduces the bookkeeping and
administrative inconveniences that would be involved with direct purchases of
the securities held in the Fund's portfolio.

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were being paid today. The Manager and Sub-Adviser will use this technique to
attempt to compare the value of different investments.

The Fund may also seek to achieve growth through investment in income
producing debt securities such as U.S. or foreign government or corporate bonds.
In addition, for temporary defensive purposes, the Fund may invest all or a
substantial portion of its assets in high quality debt instruments issued by
foreign governments, their agencies, instrumentalities or political
subdivisions, the U.S. government, its agencies or instrumentalities (and which
are backed by the full faith and credit of the U.S. government), or issued by
foreign or U.S. companies. For example, the Fund may invest in U.S. fixed-income
markets when the Manager believes that the global equity markets are excessively
volatile or overvalued so that the Fund's objective cannot be achieved in such
markets. Any corporate debt obligations will be rated AA or better by Standard &
Poor's Ratings Group ("S&P"), Aa or better by Moody's Investors Service, Inc.
("Moody's") or have an equivalent rating from another nationally recognized
statistical rating organization, or if unrated, will be determined to be of
comparable quality by the Manager. The Fund may also invest in the securities
listed above pending investment of proceeds from new sales of Fund shares and to
maintain sufficient cash to meet redemption requests.

* * *

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currency units such as the European Currency Unit ("ECU"). For purposes of the
1940 Act, the Fund will operate as a diversified fund. The Fund will not
concentrate its investments in any particular industry, which means that the
Fund will not invest 25% or more of its total assets in any one industry.

The Fund's investment objective, Global Funds, Inc.'s designation as an
open-end investment company, the Fund's designation as a diversified fund, and
the Fund's policies concerning portfolio lending, borrowing and concentration
may not be changed unless authorized by the vote of a majority of the Fund's
outstanding voting securities. A vote of a "majority of the outstanding voting
securities" is the vote by the holders of the lesser of a) 67% or more of the
Fund's voting securities present in person or represented by proxy if the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy; or b) more than 50% of the outstanding voting
securities. Part B lists other more specific investment restrictions of the Fund
which may not be changed without a majority shareholder vote.

Foreign Securities Risk. The Fund has the right to purchase securities
in any developed, underdeveloped or emerging country. Investors should consider
carefully the substantial risks involved in investing in securities issued by
companies and governments of foreign nations. These risks are in addition to the
usual risks inherent in domestic investments. There is the possibility of
expropriation, nationalization or confiscatory taxation, taxation of income
earned in foreign nations or other taxes imposed with respect to investments in
foreign nations, foreign exchange control (which may include suspension of the
ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments which could affect investments in securities of issuers in those
nations.

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rather than subject to negotiation as in the United States, are likely to be
higher. Further, the settlement period of securities transactions in foreign
markets may be longer than in domestic markets, and may be subject to
administrative uncertainties. In many foreign countries, there is less
government supervision and regulation of business and industry practices, stock
exchanges, brokers and listed companies than in the United States, and capital
requirements for brokerage firms are generally lower. The foreign securities
markets of many of the countries in which the Fund may invest may also be
smaller, less liquid and subject to greater price volatility than those in the
United States.

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<PAGE> 274
may curtail the willingness of such third parties to lend funds, which may
further impair the issuer's ability or willingness to service its debts in a
timely manner. The cost of servicing external debt will also generally be
adversely affected by rising international interest rates because many external
debt obligations bear interest at rates which are adjusted based upon
international interest rates. The ability to service external debt will also
depend on the level of the relevant government's international currency reserves
and its access to foreign exchange. Currency devaluations may affect the ability
of a government issuer to obtain sufficient foreign exchange to service its
external debt.

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CLASSES OF SHARES

The Distributor serves as the national distributor for the Fund. Shares
of each Class may be purchased directly by contacting the Fund or its agent or
through authorized investment dealers. All purchases of shares of each Class are
made at net asset value. There is no front-end or contingent deferred sales
charge.

INVESTMENT INSTRUCTIONS GIVEN ON BEHALF OF PARTICIPANTS IN AN
EMPLOYER-SPONSORED RETIREMENT PLAN ARE MADE IN ACCORDANCE WITH DIRECTIONS
PROVIDED BY THE EMPLOYER. EMPLOYEES CONSIDERING PURCHASING SHARES OF THE CLASS
AS PART OF THEIR RETIREMENT PROGRAM SHOULD CONTACT THEIR EMPLOYER FOR DETAILS.

CLASS A SHARES, CLASS B SHARES AND CLASS C SHARES
In addition to offering Global Equity Fund Institutional Class of
shares, Global Equity Fund also offers: Global Equity Fund A Class, Global
Equity Fund B Class and Global Equity Fund C Class, which are described in a
separate prospectus. Shares of such classes may be purchased through authorized
investment dealers or directly by contacting the Fund or its Distributor. Class
A Shares carry a front-end sales charge and have annual 12b-1 expenses equal to
a maximum of 0.30%. The maximum front-end sales charge as a percentage of the
offering price of Class A Shares is 4.75% and is reduced on certain transactions
of $100,000 or more. Class B Shares and Class C Shares have no front-end sales
charge but are subject to annual 12b-1 expenses equal to a maximum of 1%. Class
B Shares and Class C Shares and certain Class A Shares may be subject to a
contingent deferred sales charge upon redemption. To obtain a prospectus
relating to such classes, contact the Distributor by writing to the address or
by calling the phone number listed on the back cover of this Prospectus.

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HOW TO BUY SHARES

The Fund makes it easy to invest by mail, by wire, by exchange and by
arrangement with your investment dealer. In all instances, investors must
qualify to purchase shares of the Class.

INVESTING BY EXCHANGE
If you have an investment in another mutual fund in the Delaware Group
and you qualify to purchase shares of the Class, you may write and authorize an
exchange of part or all of your investment into the Fund. However, Class B
Shares and Class C Shares of the Fund and Class B Shares and Class C Shares of
the other funds in the Delaware Group offering such a class of shares may not be
exchanged into the Class. If you wish to open an account by exchange, call your
Client Services Representative at 800-828-5052 for more information. See
Redemption and Exchange for more complete information concerning your exchange
privileges.

PURCHASE PRICE AND EFFECTIVE DATE
The purchase price (net asset value) of the Class is determined 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.

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<PAGE> 277
electronic transfer or check is received, unless it is received after the time
the share price is determined, as noted above. Purchase orders received after
such time will be effective the next business day.

THE CONDITIONS OF YOUR PURCHASE
The Fund reserves the right to reject any purchase order. If a purchase
is canceled because your check is returned unpaid, you are responsible for any
loss incurred. The Fund can redeem shares from your account(s) to reimburse
itself for any loss, and you may be restricted from making future purchases in
any of the funds in the Delaware Group. The Fund reserves the right to reject
purchases by third-party checks or checks that are not drawn on a domestic
branch of a United States financial institution. If a check drawn on a foreign
financial institution is accepted, you may be subject to additional bank charges
for clearance and currency conversion.

The Fund also reserves the right, upon 60 days' written notice, to
involuntarily redeem accounts that remain under $250 as a result of redemptions.

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<PAGE> 278
REDEMPTION AND EXCHANGE

Shares of the Class may be exchanged into any other Delaware Group
mutual fund provided: (1) the investment satisfies the eligibility and other
requirements set forth in the prospectus of the fund being acquired, including
the payment of any applicable front-end sales charge; and (2) the shares of the
fund being acquired are in a state where that fund is registered. If exchanges
are made into other shares that are eligible for purchase only by those
permitted to purchase shares of the Class, such shares will be exchanged at net
asset value. Shares of the Class may not be exchanged into the Class B Shares or
Class C Shares of the funds in the Delaware Group. The Fund may suspend,
terminate or amend the terms of the exchange privilege upon 60 days' written
notice to shareholders.

WRITTEN REDEMPTION AND EXCHANGE
You can write to the Fund at 1818 Market Street, Philadelphia, PA 19103
to redeem some or all of your shares or to request an exchange of any or all
your shares into another mutual fund in the Delaware Group,

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<PAGE> 279
subject to the same conditions and limitations as other exchanges noted above.
The request must be signed by all owners of the account or your investment
dealer of record.

For redemptions of more than $50,000, or when the proceeds are not sent
to the shareholder(s) at the address of record, the Fund requires a signature by
all owners of the account and may require a signature guarantee. Each signature
guarantee must be supplied by an eligible guarantor institution. The Fund
reserves the right to reject a signature guarantee supplied by an eligible
institution based on its creditworthiness. The Fund may require further
documentation from corporations, executors, retirement plans, administrators,
trustees or guardians.

You also may submit your written request for redemption or exchange by
facsimile transmission at the following number: 215-255-8864.

TELEPHONE REDEMPTION AND EXCHANGE
To get the added convenience of the telephone redemption and exchange
methods, you must have the Transfer Agent hold your shares (without charge) for
you. If you choose to have your shares in certificate form, you may redeem or
exchange only by written request and you must return your certificates.

The Telephone Redemption - Check to Your Address of Record service and
the Telephone Exchange service, both of which are described below, are
automatically provided unless you notify the Fund in writing that you do not
wish to have such services available with respect to your account. The Fund
reserves the right to modify, terminate or suspend these procedures upon 60
days' written notice to shareholders. It may be difficult to reach the Fund by
telephone during periods when market or economic conditions lead to an unusually
large volume of telephone requests.

Neither the Fund nor its 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, the 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, the Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent transactions. A written confirmation will be provided
for all purchase, exchange and redemption transactions initiated by telephone.
By exchanging shares by telephone, you are acknowledging prior receipt of a
prospectus for the fund into which your shares are being exchanged.

TELEPHONE REDEMPTION-PROCEEDS TO YOUR BANK
Redemption proceeds of $1,000 or more can be transferred to your
predesignated bank account by wire or by check. You should authorize this
service when you open your account. If you change your predesignated bank
account, you must submit a written authorization and you may need to have your
signature guaranteed. For your protection, your authorization must be on file.
If you request a wire, your funds will normally be sent

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<PAGE> 280
the next business day. If you ask for a check, it will normally be mailed the
next business day after receipt of your redemption request to your predesignated
bank account. There are no fees for this redemption method, but the mail time
may delay getting funds into your bank account. Simply call your Client Services
Representative prior to the time the net asset value is determined, as noted
above.

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<PAGE> 281
DIVIDENDS AND DISTRIBUTIONS

Global Funds, Inc. declares a dividend on the Fund to all shareholders
of record of the Class at the time the offering price of shares is determined.
See Purchase Price and Effective Date under How to Buy Shares. Thus, when
redeeming shares, dividends continue to be credited up to and including the date
of redemption.

In addition to the dividends from net investment income and
distributions from realized securities profits that the Fund may declare and
make, as noted above, in order to satisfy certain distribution requirements of
the Tax Reform Act of 1986, the Fund may declare special year-end dividend and
capital gains distributions during October, November or December to shareholders
of record on a date in such month. Such distributions, if received by
shareholders by January 31, are deemed to have been paid by the Fund and
received by shareholders on the earlier of the date paid or December 31 of the
prior year.

The Class will share proportionately in the investment income and
expenses of the Fund, except that the Class will not incur any distribution fee
under Global Funds, Inc.'s 12b-1 Plans which apply to Class A Shares, Class B
Shares and Class C Shares.

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<PAGE> 282
TAXES

The Fund intends to qualify, as a regulated investment company under
Subchapter M of the Code. As such, the 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.

Although dividends generally will be treated as distributed when paid,
dividends which are declared in October, November, or December to shareholders
of record in such a month, but which, for operational reasons, may not be paid
to the shareholder until the following January, will be treated for tax purposes
as if paid by the Fund and received by the shareholder on December 31 of the
year declared.

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<PAGE> 283
be exempt from state personal income taxes. Shares of the Fund are exempt from
Pennsylvania county personal property taxes.

See Accounting and Tax Issues and Distributions and Taxes in Part B for
additional information on tax matters relating to the Fund and its shareholders.

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<PAGE> 284
CALCULATION OF NET ASSET VALUE PER SHARE

The net asset values of all outstanding shares of each class of the
Fund will be computed on a pro-rata basis for each outstanding share based on
the proportionate participation in the Fund represented by the value of shares
of that class. All income earned and expenses incurred by the Fund will be borne
on a pro-rata basis by each outstanding share of a class, based on each class'
percentage in the Fund represented by the value of shares of such classes,
except that the Class will not incur any of the expenses under the Fund's 12b-1
Plans and Class A, Class B and Class C Shares of the Fund alone will bear the
12b-1 Plan expenses payable under their respective 12b-1 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 the Fund will vary.

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<PAGE> 285
MANAGEMENT OF THE FUND

Delaware International has elected voluntarily to waive that portion,
if any, of the annual management fees payable by Global Equity Fund and to pay
expenses of the Fund to the extent necessary to ensure that the Total Operating
Expenses (exclusive of taxes, interest, brokerage commissions and extraordinary
expenses) of the Class do not exceed 0.80% through December 31, 1997.

Elizabeth Desmond has primary responsibility for making day-to-day
investment decisions for the Fund and has had such responsibility since its
inception. Ms. Desmond is a graduate of Wellesley College and the masters
program in East Asian studies at Stanford University. After working for the
Japanese government for two years, she began her investment career as a pacific
Basin investment manager with Shearson Lehman Global Asset Management. Prior to
joining Delaware in the Spring of 1991, she was a Pacific Basin equity analyst
and senior portfolio manager at Hill Samuel Investment Advisers Ltd. Ms. Desmond
is a CFA charterholder. Robert L. Arnold, Vice President/Portfolio Manager for
the Fund, has responsibility for making investment decisions for the U.S. equity
portion of Global Equity Fund and has had such responsibility for the Fund since
its inception. Prior to this at the Delaware Group, he was a financial analyst
focusing on the

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<PAGE> 286
financial services industry including banks, thrifts, insurance companies and
consumer finance companies. He holds a BS from Carnegie Mellon University and
earned an MBA from the University of Chicago. He began his investment career as
a management consultant with Arthur Young in Philadelphia. Prior to joining
Delaware Group in March 1992, Mr. Arnold was a planning analyst with Chemical
Bank in New York.

The Manager and the Sub-Adviser use their best efforts to obtain the
best available price and most favorable execution for portfolio transactions.
Orders may be placed with brokers or dealers who provide brokerage and research
services to the Manager or the Sub-Adviser or their advisory clients. These
services may be used by the Manager and the Sub-Adviser in servicing any of
their respective accounts. Subject to best price and execution, the Manager and
the Sub-Adviser may consider a broker/dealer's sales of the Fund's shares in
placing portfolio orders and may place orders with broker/dealers that have
agreed to defray certain Fund expenses such as custodian fees.

PERFORMANCE INFORMATION
From time to time, the Fund may quote total return performance of the
Class in advertising and other types of literature.

Because securities prices fluctuate, investment results of the Class
will fluctuate over time. Past performance is not a guarantee of future results.

DISTRIBUTION (12b-1) AND SERVICE
The Distributor, Delaware Distributors, L.P., serves as the national
distributor of the Fund's shares under a Distribution Agreement with Global
Funds, Inc. dated as of July , 1997.

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<PAGE> 287
The Transfer Agent, Delaware Service Company, Inc., serves as the
shareholder servicing, dividend disbursing and transfer agent for the Fund under
a Shareholders Services Agreement. The Transfer Agent also provides accounting
services to the Fund pursuant to the terms of a separate Fund Accounting
Agreement. The directors annually review service fees paid to the Transfer
Agent. Certain recordkeeping services and other shareholder services that
otherwise would be performed by the Transfer Agent may be performed by certain
other entities and the Transfer Agent may elect to enter into an agreement to
pay such other entities for those services. In addition, participant account
maintenance fees may be assessed for certain recordkeeping services provided as
part of retirement plan and administration service packages. These fees are
based on the number of participants in the plan and the various services
selected by the employer. Fees will be quoted upon request and are subject to
change.

The Distributor and the Transfer Agent are indirect, wholly owned
subsidiaries of DMH.

EXPENSES
The Fund is responsible for all of its own expenses other than those
borne by the Manager under the Investment Management Agreement and those borne
by the Distributor under the Distribution Agreement.

SHARES
Global Funds, Inc. is an open-end management investment company.
Commonly known as a mutual fund, Global Funds, Inc. was organized as a Maryland
corporation on May 30, 1991. Global Funds, Inc. currently offers six series of
shares - International Equity Series, Global Bond Series, Global Assets Series,
Emerging Markets Series, International Trend Series and Global Equity Series.
Fund shares have a par value of $.01 and when issued will be fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
The shares have no preference as to conversion, exchange, dividends, retirement
or other features and have no preemptive rights. The Fund will vote separately
on any matter which affects only that Fund. Shares of the Fund have a priority
over shares of any other fund of Global Funds, Inc. in the assets and income of
the Fund.

In addition to Institutional Class shares, Global Equity Fund offers
Global Equity Fund A Class, Global Equity Fund B Class and Global Equity Fund C
Class. Shares of each class represent proportionate interests in the assets of
the Fund and have the same voting and other rights and preferences as the other
classes of the Fund, except that shares of the Class are not subject to, and may
not vote on matters affecting, the Distribution Plans under Rule 12b-1 relating
to Class A, Class B and Class C Shares.

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<PAGE> 288
OTHER INVESTMENT POLICIES AND RISK CONSIDERATIONS

PORTFOLIO LOAN TRANSACTIONS
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.

The major risk to which the 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, and the borrower would fail to return the borrowed security.
Therefore, the Fund will only enter into loan arrangements after a review of all
pertinent facts by the Manager, subject to overall supervision by 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. In addition, the Fund will require borrowers to deliver
collateral to the Fund before lending securities. Creditworthiness will be
monitored on an ongoing basis by the Manager.

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<PAGE> 289
If the Manager determines that a Rule 144A Security which was
previously determined to be liquid is no longer liquid and, as a result, the
Fund's holdings of illiquid securities exceed the Fund's 15% limitation on
investments in such securities, the Manager will determine what action to take
to ensure that the Fund continues to adhere to its respective limitation.

The Fund will not enter into forward contracts or maintain a net
exposure to such contracts where the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the
value of the Fund's securities or other assets denominated in that currency.

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<PAGE> 290
The Fund also may purchase and write put and call options on foreign
currencies (traded on U.S. and foreign exchanges or over-the-counter) for
hedging purposes to protect against declines in the U.S. dollar cost of foreign
securities held by the Fund and against increases in the U.S. dollar cost of
such securities to be acquired. Call options on foreign currency written by the
Fund will be covered, which means that the Fund will own the underlying foreign
currency. With respect to put options on foreign currency written by the Fund,
the 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 to the amount the Fund will be required to pay upon exercise
of the put.

A call option enables the purchaser, in return for the premium paid, to
purchase securities from the writer of the option at an agreed price up to an
agreed date. The advantage is that the purchaser may hedge against an increase
in the price of securities it ultimately wishes to buy or take advantage of a
rise in a particular index. The Fund will only purchase call options to the
extent that premiums paid on all outstanding call options do not exceed 2% of
its total assets.

Closing transactions essentially let the Fund offset put options or
call options prior to exercise or expiration. If the Fund cannot effect closing
transactions, it may have to hold a security it would otherwise sell or deliver
a security it might want to hold.

In purchasing put and call options, the premium paid by the Fund plus
any transaction costs will reduce any benefit realized by the Fund upon exercise
of the option.

The Fund may use both Exchange-traded and over-the-counter options.
Certain over-the-counter options may be illiquid. The Fund will only invest in
such options to the extent consistent with its 15%

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<PAGE> 291
limitation on investment in illiquid securities. The Fund will comply with U.S.
Securities and Exchange Commission asset segregation and coverage requirements
when engaging in these types of transactions.

The Fund may also purchase and write options to buy or sell futures
contracts. Options on futures are similar to options on securities except that
options on futures give the purchaser the right, in return for the premium paid,
to assume a position in a futures contract, rather than actually to purchase or
sell the futures contract, at a specified exercise price at any time during the
period of the option. When the 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 directly or on its behalf in an account at the Custodian
Bank. Thereafter, a "variation margin" may be paid by the 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.

To the extent that interest or exchange rates or securities prices move
in an unexpected direction, the Fund may not achieve the anticipated benefits of
investing in futures contracts and options thereon, or may realize a loss. To
the extent that the Fund purchases an option on a futures contract and fails to
exercise the option prior to the exercise date, it will suffer a loss of the
premium paid. Further, the possible lack of a secondary market could prevent the
Fund from closing out its positions relating to futures.

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<PAGE> 292
SUBJECT TO COMPLETION

For more information, call Delaware Group at 800-828-5052.

INVESTMENT MANAGER
Delaware International Advisers Ltd.
Veritas House
125 Finsbury Pavement
London, England EC2A 1NQ

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

GLOBAL EQUITY FUND INSTITUTIONAL

PROSPECTUS

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

JULY , 1997

DELAWARE
GROUP

JULY __, 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
- --------------------------------------------------------------------------------
COVER PAGE
- --------------------------------------------------------------------------------
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 -- IRA INFORMATION
- --------------------------------------------------------------------------------

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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 TREND SERIES ("INTERNATIONAL TREND 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. International Equity Fund, INTERNATIONAL TREND FUND, Global Bond
Fund, Global Assets Fund, Emerging Markets FUND AND GLOBAL EQUITY Fund offer,
respectively, International Equity Fund A Class, INTERNATIONAL TREND FUND A
CLASS, Global Bond Fund A Class, Global Assets Fund A Class, Emerging Markets
Fund A Class AND GLOBAL EQUITY FUND A CLASS, ("Class A Shares"), International
Equity Fund B Class, INTERNATIONAL TREND FUND B CLASS, Global Bond Fund B
Class, Global Assets Fund B Class, Emerging Markets FUND B CLASS AND GLOBAL
EQUITY Fund B Class ("Class B Shares"), and International Equity Fund C Class,
Global Bond Fund C Class, Global Assets Fund C Class, Emerging Markets FUND C
CLASS AND GLOBAL EQUITY Fund C Class ("Class C Shares") (Class A Shares, Class
B Shares and Class C Shares together, the "Fund Classes") and International
Equity Fund Institutional Class, INTERNATIONAL TREND FUND INSTITUTIONAL CLASS,
Global Bond Fund Institutional Class, Global Assets Fund Institutional Class,
Emerging Markets FUND INSTITUTIONAL CLASS AND GLOBAL EQUITY Fund Institutional
Class (the "Institutional Classes").

Class B Shares, Class C Shares and Institutional Class shares of a
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 annual 12b-1 Plan expenses of up to 0.30%, which are assessed
against Class A Shares for the life of the investment. 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 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 annual 12b-1 Plan expenses of up to 1%, which are assessed against Class C
Shares for the life of the investment. All references to "shares" in this Part
B refer to all Classes of shares of each Fund, except where noted.

This Part B supplements the information contained in the current
PROSPECTUSES for the Fund Classes dated JULY __, 1997, and the current
PROSPECTUSES for the Institutional Classes dated JULY __, 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 a prospectus 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.

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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 Trend 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.

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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.

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Global Funds, Inc. has adopted the following restrictions for
International Trend 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 Trend 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 ot 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 compared to 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.

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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

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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 TREND, 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.

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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.

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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

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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.

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<PAGE> 303
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
the purchase 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 TREND, Emerging
Markets AND GLOBAL EQUITY FUNDS, 15%) of its net assets in illiquid
securities.

NON-TRADITIONAL EQUITY SECURITIES

INTERNATIONAL TREND AND Emerging Markets FUNDS 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 TREND AND Emerging Markets FUNDS 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

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<PAGE> 304
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.

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<PAGE> 305
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 Global Equity Fund and International Trend Fund,
has qualified, and intends to continue to qualify, as a regulated investment
company under Subchapter M of the Code. Global Equity Fund and International
Trend Fund intend to qualify as regulated investment companies under Subchapter
M of the Code. Each Fund of Global Funds, Inc. must meet several requirements
to maintain its status as a regulated investment company. Among these
requirements are that at least 90% of its investment company taxable income be
derived from dividends, interest, payment with respect to securities loans and
gains from the sale or disposition of securities; that at the close of each
quarter of its taxable year at least 50% of the value of its assets consist of
cash and cash items, government securities, securities of other regulated
investment companies and, subject to certain diversification requirements,
other securities; and that less than 30% of its gross income be derived from
sales of securities held for less than three months.

The requirement that not more than 30% of a Fund's gross income be
derived from gains from the sale or other disposition of securities held for
less than three months may restrict a Fund in its ability to write covered call
options on securities which it has held less than three months, to write
options which expire in less than three months, to sell securities which have
been held less than three months and to effect closing purchase transactions
with respect to options which have been written less than three months prior to
such transactions. Consequently, in order to avoid

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<PAGE> 306
realizing a gain within the three-month period, a Fund may be required to defer
the closing out of a contract beyond the time when it might otherwise be
advantageous to do so. A Fund may also be restricted in the sale of purchased
put options and the purchase of put options for the purpose of hedging
underlying securities because of the application of the short sale holding
period rules with respect to such underlying securities.

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 will be subject to the same limitation in subsequent years.

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.

-14-
<PAGE> 307
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 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 THE CLASSES OF THE 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.

-15-
<PAGE> 308

Securities prices fluctuated during the periods covered and the past
results should not be considered as representative of future performance.
PERFORMANCE INFORMATION FOR INTERNATIONAL TREND FUND AND GLOBAL EQUITY FUND IS
NOT PROVIDED BECAUSE THOSE FUNDS WERE NOT OPERATING PRIOR TO THE DATE OF THIS
STATEMENT OF ADDITIONAL INFORMATION.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN(1)

INTERNATIONAL EQUITY INTERNATIONAL EQUITY INTERNATIONAL EQUITY
FUND A CLASS FUND A CLASS FUND INSTITUTIONAL
(AT OFFER)(2) (AT NAV) CLASS (3)
<S> <C> <C> <C>
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%
</TABLE>

(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, 1997. 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-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 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.

-16-
<PAGE> 309

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN (1)

INTERNATIONAL EQUITY INTERNATIONAL EQUITY
FUND B CLASS FUND B CLASS
(INCLUDING (EXCLUDING
DEFERRED SALES DEFERRED SALES
CHARGE) CHARGE)

<S> <C> <C>
1 year ended
11/30/96 19.38% 23.38%

Period 9/6/94(2)
through 11/30//96 8.49% 9.70%
</TABLE>

(2) Date of initial public offering of International Equity Fund B Class.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN(1)

INTERNATIONAL EQUITY INTERNATIONAL EQUITY
FUND C CLASS FUND C CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)

<S> <C> <C>
1 year ended
11/30/96 22.39% 23.39%

Period 11/29/95 (2) 22.75% 22.75%
through 11/30/96
</TABLE>

(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, 1997. In the absence of such waiver, performance
would have been affected negatively.

(2) Date of initial public offering of International Equity Fund C Class.

-17-
<PAGE> 310

<TABLE>
<CAPTION>
Average Annual Total Return(1)

GLOBAL BOND GLOBAL BOND GLOBAL BOND FUND
FUND A CLASS FUND A CLASS INSTITUTIONAL
(AT OFFER) (AT NAV) CLASS (2)
<S> <C> <C> <C>
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%
</TABLE>

(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, 1997. 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
Institutional Class.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN (1)

GLOBAL BOND GLOBAL BOND
FUND B CLASS FUND B CLASS
(INCLUDING (EXCLUDING
DEFERRED SALES DEFERRED SALES
CHARGE) CHARGE)
<S> <C> <C>
1 year ended
11/30/96 9.51% 13.51%

Period 12/27/94(2)
through 11/30/96 14.66% 16.47%
</TABLE>

(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, 1997. In the
absence of such waiver, performance would have been affected
negatively.

(2) Date of initial public offering of Global Bond Fund B Class.

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<PAGE> 311

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN(1)

GLOBAL BOND GLOBAL BOND
FUND C CLASS FUND C CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
1 year ended
11/30/96(2) 12.51% 13.51%
</TABLE>

(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,
1997. 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.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN(1)

GLOBAL ASSETS
GLOBAL ASSETS GLOBAL ASSETS FUND
FUND A CLASS FUND A CLASS INSTITUTIONAL
(AT OFFER)(2) (AT NAV) CLASS
<S> <C> <C> <C>
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%
</TABLE>

(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, 1997. In
the absence of such waiver, performance would have been affected
negatively.

(3) Date of initial public offering of Global Assets Fund A Class and
Institutional Class.

-19-
<PAGE> 312

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN(1)

GLOBAL ASSETS GLOBAL ASSETS
FUND B CLASS FUND B CLASS
(INCLUDING (EXCLUDING
DEFERRED SALES DEFERRED SALES
CHARGE) CHARGE)
<S> <C> <C>
1 year ended
11/30/96 13.32% 17.32%

Period 12/27/94(2)
through 11/30/96 18.01% 19.78%
</TABLE>

(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, 1997.

(2) Date of initial public offering of Global Assets Fund B Class.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN(1)
GLOBAL ASSETS GLOBAL ASSETS
FUND C CLASS FUND C CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
1 year ended
11/30/96(2) 16.33% 17.33%
</TABLE>

(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, 1997. 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.

-20-
<PAGE> 313

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

EMERGING MARKETS
EMERGING MARKETS EMERGING MARKETS FUND
FUND A CLASS FUND A CLASS INSTITUTIONAL
(AT OFFER) (AT NAV) CLASS
<S> <C> <C> <C>
Period 6/10/96(2)
through 11/30/96 (5.05%) (0.30%) (0.10%)
</TABLE>

(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 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, 1997.
In the absence of such waiver, performance would have been affected
negatively.

(2) Date of initial public offering of Emerging Markets Fund A Class;
total return for this short of a time period may not be
representative of longer term results.

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

EMERGING MARKETS EMERGING MARKETS
FUND B CLASS FUND B CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
Period 6/10/96(2)
through 11/30/96 (4.58%) (0.60%)
</TABLE>

(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, 1997. 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.

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

EMERGING MARKETS EMERGING MARKETS
FUND C CLASS FUND C CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
Period 6/10/96(2)
through 11/30/96 (1.59%) (0.60%)
</TABLE>

(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, 1997. 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.

-21-
<PAGE> 314
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 not any 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.

-22-
<PAGE> 315
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.

-23-
<PAGE> 316

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.

-24-
<PAGE> 317
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
and Morningstar, Inc.

The following tables are examples, for purposes of illustration only,
of cumulative total return performance for Class A Shares, Class B Shares,
Class C Shares and the Institutional Class of each Fund 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.

-25-
<PAGE> 318

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

INTERNATIONAL INTERNATIONAL
EQUITY FUND EQUITY FUND
A CLASS INSTITUTIONAL
(AT OFFER)(2) CLASS(3)
<S> <C> <C>
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%
</TABLE>

(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, 1997. 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.

(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.

-26-
<PAGE> 319

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

INTERNATIONAL EQUITY INTERNATIONAL EQUITY
FUND B CLASS FUND B CLASS
(INCLUDING (EXCLUDING
DEFERRED SALES DEFERRED SALES
CHARGE) CHARGE)
<S> <C> <C>
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%
</TABLE>

(2) Date of initial public offering of International Equity Fund B Class.

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

INTERNATIONAL EQUITY INTERNATIONAL EQUITY
FUND C CLASS FUND C CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
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%
</TABLE>

(2) Date of initial public offering of International Equity Fund C Class
was November 29, 1995.

-27-
<PAGE> 320

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

GLOBAL BOND GLOBAL BOND
FUND B CLASS FUND B CLASS
GLOBAL BOND (INCLUDING (EXCLUDING
GLOBAL BOND FUND DEFERRED DEFERRED
FUND A CLASS INSTITUTIONAL SALES SALES
(AT OFFER) CLASS CHARGE) CHARGE)
<S> <C> <C> <C> <C>
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%
</TABLE>

(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, 1997. 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,
Institutional Class and B Class.

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

GLOBAL BOND GLOBAL BOND
FUND C CLASS FUND C CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
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%
</TABLE>

(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, 1997. 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.

-28-
<PAGE> 321

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

GLOBAL ASSETS GLOBAL ASSETS
FUND B CLASS FUND B CLASS
GLOBAL ASSETS (INCLUDING (EXCLUDING
GLOBAL ASSETS FUND DEFERRED DEFERRED
FUND A CLASS INSTITUTIONAL SALES SALES
(AT OFFER)(2) CLASS CHARGE) CHARGE)
<S> <C> <C> <C> <C>
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%
</TABLE>

(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, 1997. In the absence of such waiver,
performance would have been affected negatively.

(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,
Institutional Class and B Class.

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

GLOBAL ASSETS GLOBAL ASSETS
FUND C CLASS FUND C CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
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%
</TABLE>

(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, 1997. 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.

-29-
<PAGE> 322

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

EMERGING MARKETS EMERGING MARKETS EMERGING MARKET
EMERGING MARKETS FUND INSTITUTIONAL FUND B CLASS FUND B CLASS
FUND A CLASS CLASS (INCLUDING DEFERRED (EXCLUDING DEFERRED
(AT OFFER) (AT OFFER) SALES CHARGE) SALES CHARGE)
<S> <C> <C> <C> <C>
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%)
</TABLE>

(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, 1997. In the absence of such waiver, performance
would have been affected negatively.

(2) Date of initial public offering of Emerging Markets Fund A Class,
Institutional Class and B Class; total return for this short of a
time period may not be representative of longer term results.

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

EMERGING MARKETS EMERGING MARKETS
FUND C CLASS FUND C CLASS
(INCLUDING DEFERRED (EXCLUDING DEFERRED
SALES CHARGE) SALES CHARGE)
<S> <C> <C>
3 months ended
11/30/96 (1.89%) (0.90%)

Period 6/10/96(2)
through 11/30/96 (1.59%) (0.60%)
</TABLE>

(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, 1997. 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.

-30-
<PAGE> 323
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.

<TABLE>
<CAPTION>
NUMBER
INVESTMENT PRICE PER OF SHARES
AMOUNT SHARE PURCHASED

<S> <C> <C> <C>
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
</TABLE>

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.

-31-
<PAGE> 324
THE POWER OF COMPOUNDING
When you opt to reinvest your current income for additional shares in
a Fund, your investment is given yet another opportunity to grow. It's called
the Power of Compounding and the following charts illustrate just how powerful
it can be.

Compounded Returns
Results for various assumed fixed rates of return on a $10,000
investment compounded monthly for 10 years:

<TABLE>
<CAPTION>
6% 8% 10% 12%
Rate of Rate of Rate of Rate of
Return Return Return Return
------ ------ ------ ------

<S> <C> <C> <C> <C>
1 Year $10,617 $10,830 $11,047 $11,268
2 Years $11,272 $11,729 $12,204 $12,697
3 Years $11,967 $12,702 $13,482 $14,308
4 Years $12,705 $13,757 $14,894 $16,122
5 Years $13,488 $14,898 $16,453 $18,167
6 Years $14,320 $16,135 $18,176 $20,471
7 Years $15,203 $17,474 $20,079 $23,067
8 Years $16,141 $18,924 $22,182 $25,993
9 Years $17,137 $20,495 $24,504 $29,290
10 Years $18,194 $22,196 $27,070 $33,004
</TABLE>

Results for various assumed fixed rates of return on a $10,000
investment compounded quarterly for 10 years:

<TABLE>
<CAPTION>
6% 8% 10% 12%
Rate of Rate of Rate of Rate of
Return Return Return Return
------ ------ ------ ------

<S> <C> <C> <C> <C>
1 Year $10,614 $10,824 $11,038 $11,255
2 Years $11,265 $11,717 $12,184 $12,668
3 Years $11,956 $12,682 $13,449 $14,258
4 Years $12,690 $13,728 $14,845 $16,047
5 Years $13,468 $14,859 $16,386 $18,061
6 Years $14,295 $16,084 $18,087 $20,328
7 Years $15,172 $17,410 $19,965 $22,879
8 Years $16,103 $18,845 $22,038 $25,751
9 Years $17,091 $20,399 $24,326 $28,983
10 Years $18,140 $22,080 $26,851 $32,620
</TABLE>

The figures are calculated assuming a fixed constant investment return
and assume no fluctuation in the value of principal. These figures, which do
not reflect payment of applicable taxes or sales charges, are not intended to
be a projection of investment results and do not reflect the actual performance
results of any of the Classes.

-32-
<PAGE> 325
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:

<TABLE>
<CAPTION>
NOVEMBER 30,
1996 1995 1994
---- ---- ----

<S> <C> <C> <C>
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
</TABLE>

(1) Date of initial offering was December 27, 1994.
(2) Date of initial public offering 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.

-33-
<PAGE> 326
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:

<TABLE>
<CAPTION>
PORTFOLIO BROKERAGE
TRANSACTIONS COMMISSIONS
AMOUNTS AMOUNTS
------- -------

<S> <C> <C>
International Equity Fund $6,430,845 $15,901
Global Assets Fund $2,777,479 $4,928
Emerging Markets Fund(1) -0- -0-
</TABLE>

(1) Date of initial public offering 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.

-34-
<PAGE> 327
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 Fund expenses such as custodian fees, and may, at the request of
the Distributor, give consideration to sales of shares of a Fund 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:

<TABLE>
<CAPTION>
NOVEMBER 30,
1996 1995
---- ----
<S> <C> <C>
International Equity Fund 9% 21%
Global Bond Fund 42% 98%*
Global Assets Fund 34% 57%*
Emerging Markets Fund 36%* N/A
</TABLE>

*Annualized

-35-
<PAGE> 328
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 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. In doing so, 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 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 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 are higher than
those to which Class A Shares are subject and 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 Fund Classes' Prospectus.

-36-
<PAGE> 329
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 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.

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. 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 shares purchased by sending a letter to the Transfer Agent
requesting the certificate. No charge is assessed by Global Funds, Inc. for
any certificate issued. 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
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 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 TREND 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.

-37-
<PAGE> 330
INTERNATIONAL EQUITY FUND A CLASS

INTERNATIONAL TREND FUND A CLASS

GLOBAL BOND FUND A CLASS
GLOBAL ASSETS FUND A CLASS
EMERGING MARKETS FUND A CLASS

GLOBAL EQUITY FUND A CLASS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

DEALER'S
Commission***
OFFERING FRONT END SALES CHARGE AS % OF as % of
AMOUNT OF PURCHASE PRICE AMOUNT INVESTED** Offering Price
- ------------------------------------------------------------------------------------------------------------------------------------

International INTERNATIONAL GLOBAL GLOBAL EMERGING GLOBAL
Equity TREND BOND ASSETS MARKETS EQUITY
Fund Fund Fund FUND FUND Fund

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Less than $100,000 4.75% 4.99% ___% 4.97% 4.96% 5.02% ___% 4.00%

$100,000 but $250,000 3.75% 3.90% ___% 3.92% 3.91% 3.92% ___% 3.00%

$250,000 but under $500,000 2.50% 2.60% ___% 2.53% 2.56% 2.61% ___% 2.00%

$500,000 but under $1,000,000* 2.00% 2.05% ___% 2.01% 2.03% 2.01% ___% 1.60%

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

* There is no front-end sales charge on purchases of $1 million 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 TREND FUND A CLASS AND GLOBAL EQUITY
FUND A CLASS ARE BASED ON AN INITIAL NET ASSET VALUE OF $8.50 PER
SHARE.

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.
- --------------------------------------------------------------------------------

-38-
<PAGE> 331
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:

<TABLE>
<CAPTION>
DEALER'S COMMISSION
-------------------
(as a percentage of
AMOUNT OF PURCHASE amount purchased)
------------------

<S> <C>
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
</TABLE>

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 the
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.

-39-
<PAGE> 332
The following table sets forth the rates of the CDSC for Class B
Shares of each Fund:

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE (AS A
PERCENTAGE OF
DOLLAR AMOUNT
YEAR AFTER PURCHASE MADE SUBJECT TO CHARGE)
------------------------ ------------------

<S> <C>
0-2 4%
3-4 3%
5 2%
6 1%
7 and thereafter None
</TABLE>

During the seventh year after purchase and, thereafter, until converted
automatically into Class A Shares, Class B Shares 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 of the same
Fund. See Automatic Conversion of Class B Shares under Classes of Shares in
the Fund Classes' Prospectus. Such conversion will constitute a tax-free
exchange for federal income tax purposes. See Taxes in the Prospectus 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 the 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, each Fund may make payments out of the assets of Class A
Shares, Class B Shares 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.

-40-
<PAGE> 333
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.

-41-
<PAGE> 334
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:

<TABLE>
<CAPTION>
International International International
Equity Fund Equity Fund Equity Fund
A Class B Class C Class
------- ------- -------

<S> <C> <C> <C>
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 --- --- ---
</TABLE>

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:

<TABLE>
<CAPTION>
Global Bond Fund Global Bond Fund Global Bond Fund
A Class B Class C Class
------- ------- -------

<S> <C> <C> <C>
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 --- --- ---
</TABLE>

-42-
<PAGE> 335
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:

<TABLE>
<CAPTION>
Global Global Global
Assets Fund Assets Fund Assets Fund
A Class B Class C Class
------- ------- -------

<S> <C> <C> <C>
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 --- --- ---
</TABLE>

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:

<TABLE>
<CAPTION>
Emerging Emerging Emerging
Markets Fund Markets Fund Markets Fund
A Class B Class C Class
------- ------- -------

<S> <C> <C> <C>
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 --- --- ---
</TABLE>

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.

-43-
<PAGE> 336
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.

Payments to dealers made in connection with seminars, conferences or
contests relating to the promotion of Fund shares may be in an amount up to
100% of the expenses incurred or awards made. 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 the 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.

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.

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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.

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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 the current 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

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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 40, 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. For other retirement plans and special services, see
Retirement Plans for the Fund Classes under Investment 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.

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INVESTMENT PLANS

REINVESTMENT PLAN/OPEN ACCOUNT
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 an Institutional
Class 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.

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

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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.

* * *

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.

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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.

RETIREMENT PLANS FOR THE FUND CLASSES
An investment in a Fund may be suitable for tax-deferred retirement
plans. Among the retirement plans noted below, Class B Shares are available
for investment only by Individual Retirement Accounts, Simplified Employee
Pension Plans, 457 Deferred Compensation Plans and 403(b)(7) Deferred
Compensation Plans. 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 Prospectus 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 described below may be
subject to withholding.

Please contact your investment dealer or the Distributor for the
special application forms required for the plans described below.

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PROTOTYPE PROFIT SHARING OR MONEY PURCHASE PENSION PLANS
Prototype Plans are available for self-employed individuals,
partnerships and corporations. These plans can be maintained as Section
401(k), profit sharing or money purchase pension plans. Contributions may be
invested only in Class A and Class C Shares.

INDIVIDUAL RETIREMENT ACCOUNT ("IRA")
A document is available for an individual who wants to establish an
IRA and make contributions which may be tax-deductible, even if the individual
is already participating in an employer-sponsored retirement plan. Even if
contributions are not deductible for tax purposes, as indicated below, earnings
will be tax-deferred. In addition, an individual may make contributions on
behalf of a spouse who has no compensation for the year or, for years prior to
1997, elects to be treated as having no compensation for the year. Investments
in each of the Fund Classes are permissible.

An individual can contribute up to $2,000 to his or her IRA each year.
Contributions may or may not be deductible depending upon the taxpayers
adjusted gross income and whether the taxpayer or his or her spouse is an
active participant in an employer-sponsored retirement plan. Even if a
taxpayer (or his or her spouse) is an active participant in an
employer-sponsored retirement plan, the full $2,000 deduction is still
available if the taxpayer's adjusted gross income is below $25,000 ($40,000 for
taxpayers filing joint returns). A partial deduction is allowed for married
couples with incomes between $40,000 and $50,000, and for single individuals
with incomes between $25,000 and $35,000. No deductions are available for
contributions to IRAs by taxpayers whose adjusted gross income before IRA
deductions exceeds $50,000 ($35,000 for singles) and who are active
participants in an employer-sponsored retirement plan. Taxpayers who are not
allowed deductions on IRA contributions still can make nondeductible IRA
contributions of as much as $2,000 for each working spouse ($2,250 for
one-income couples for years prior to 1997), and defer taxes on interest or
other earnings from the IRAs. Special rules apply for determining the
deductibility of contributions made by married individuals filing separate
returns.

Effective for tax years beginning after 1996, one-income couples can
contribute up to $2,000 to each spouse's IRA provided the combined compensation
of both spouses is at least equal to the total contributions for both spouses.
If the working spouse is an active participant in an employer-sponsored
retirement plan and earns over $40,000, the maximum deduction limit is reduced
in the same way that the limit is reduced for contributions to a non-spousal
IRA.

A company or association may establish a Group IRA for employees or
members who want to purchase shares of a Fund. Purchases of $1 million or more
of Class A Shares qualify for purchase at net asset value but may, under
certain circumstances, be subject to a Limited CDSC. See Purchasing Shares for
information on reduced front-end sales charges applicable to Class A Shares.

Investments generally must be held in the IRA until age 59 1/2 in
order to avoid premature distribution penalties, but distributions generally
must commence no later than April 1 of the calendar year following the year in
which the participant reaches age 70 1/2. Individuals are entitled to revoke
the account, for any reason and without penalty, by mailing written notice of
revocation to Delaware Management Trust Company within seven days after the
receipt of the IRA Disclosure Statement or within seven days after the
establishment of the IRA, except, if the IRA is established more than seven
days after receipt of the IRA Disclosure Statement, the account may not be
revoked. Distributions from the account (except for the pro-rata portion of
any nondeductible contributions) are fully taxable as ordinary income in the
year received. Excess contributions removed after the tax filing deadline,
plus extensions, for the year in which the excess contributions were made are
subject to a 6% excise tax on the amount of excess. Premature distributions
(distributions made before age 59 1/2, except for death, disability and certain
other limited

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circumstances) will be subject to a 10% excise tax on the amount prematurely
distributed, in addition to the income tax resulting from the distribution.
See Alternative Purchase Arrangements - Class B Shares and Class C Shares
under Classes of Shares, Contingent Deferred Sales Charge - Class B Shares and
Class C Shares under Classes of Shares, and Waiver of Contingent Deferred Sales
Charge - Class B and Class C Shares under Redemption and Exchange in the Fund
Classes' Prospectus concerning the applicability of a CDSC upon redemption.

Effective January 1, 1997, the 10% premature distribution penalty will
not apply to distributions from an IRA that are used to pay medical expenses in
excess of 7.5% of adjusted gross income or to pay health insurance premiums by
an individual who has received unemployment compensation for 12 consecutive
weeks.

See Appendix A for additional IRA information.

SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION PLAN ("SAR/SEP")
New SAR/SEP plans may not be established after December 31, 1996. In
addition, employers must have 25 or fewer employees to maintain an existing
SEP/IRA that permits salary deferral contributions. SAR/SEP plans may only
invest in Class A Shares and Class C Shares.

PROTOTYPE 401(k) DEFINED CONTRIBUTION PLAN
Section 401(k) of the Code permits employers to establish qualified
plans based on salary deferral contributions. Plan documents are available to
enable employers to establish a plan. An employer may also elect to make
profit sharing contributions and/or matching contributions with investments in
only Class A Shares and Class C Shares or certain other funds in the Delaware
Group. Purchases under the plan may be combined for purposes of computing the
reduced front-end sales charge applicable to Class A Shares as set forth in the
table on page 40.

DEFERRED COMPENSATION PLAN FOR PUBLIC SCHOOLS AND NON-PROFIT ORGANIZATIONS
("403(b)(7)")
Section 403(b)(7) of the Code permits public school systems and
certain non-profit organizations to use mutual fund shares held in a custodial
account to fund deferred compensation arrangements for their employees. A
custodial account agreement is available for those employers who wish to
purchase any of the Fund Classes in conjunction with such an arrangement.
Applicable front-end sales charges with respect to Class A Shares for such
purchases are set forth in the table on page 40.

DEFERRED COMPENSATION PLAN FOR STATE AND LOCAL GOVERNMENT EMPLOYEES ("457")
Section 457 of the Code permits state and local governments, their
agencies and certain other entities to establish a deferred compensation plan
for their employees who wish to participate. This enables employees to defer a
portion of their salaries and any federal (and possibly state) taxes thereon.
Such plans may invest in shares of any of the Fund Classes. Although investors
may use their own plan, there is available a Delaware Group 457 Deferred
Compensation Plan. Interested investors should contact the Distributor or
their investment dealers to obtain further information. Applicable front-end
sales charges for such purchases of Class A Shares are set forth in the table
on page 40.

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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.

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<PAGE> 346
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 wire described 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.

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<PAGE> 347
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.

* * *

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<PAGE> 348
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,

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<PAGE> 349
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.

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<PAGE> 350
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 TREND, 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. See also Other Tax Requirements
under Accounting and Tax Issues.

Each class of shares of a Fund will share proportionately in the
investment income and expenses of that Fund, except that Class A Shares, Class
B Shares and Class C Shares alone will incur distribution fees under their
respective 12b-1 Plans. See Plans Under Rule 12b-1 for the Fund Classes.

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<PAGE> 351
INVESTMENT MANAGEMENT AGREEMENTS AND SUB-ADVISORY AGREEMENT

Delaware International Advisers Ltd. ("Delaware International" or the
"Manager"), located at Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ, 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 and its predecessors have been managing the funds in the Delaware
Group since 1938. On November 30, 1996, Delaware and its affiliates within the
Delaware Group, including Delaware International, were managing in the
aggregate more than $32 billion in assets in the various institutional or
separately managed (approximately $20,311,203,919) and investment company
(approximately $11,765,348,126) accounts.

The Investment Management Agreement for each Fund, with the exception of
INTERNATIONAL TREND, 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 TREND FUND AND GLOBAL EQUITY FUND, AND THE SUB-ADVISORY AGREEMENT
FOR GLOBAL EQUITY FUND ARE EACH DATED [(DELAWARE TO COMPLETE:)________________,
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
TREND 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:

<TABLE>
<S> <C>
International Equity Fund $136,158,064
Global Bond Fund $10,999,283
Global Assets Fund $20,063,476
Emerging Markets Fund $6,716,367
</TABLE>

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

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<PAGE> 352

reimburse the Fund's expenses to the extent necessary to ensure that the Total
Operating Expenses (i) of the Class A Shares of those Funds do not exceed
1.85%, 1.25% and 1.25%, respectively, (ii) of the Class B Shares of those Funds
do not exceed 2.55%, 1.95% and 1.95%, respectively, and (iii) of the
Institutional Classes 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, 1996. 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 the Class A Shares, Class B Shares, Class C Shares and the
Institutional Class of this Fund do 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, 1997.

BEGINNING WITH THE COMMENCEMENT OF OPERATIONS OF INTERNATIONAL TREND
FUND THROUGH [(DELAWARE TO CONFIRM:) _______________, 1997], DELAWARE
INTERNATIONAL HAS VOLUNTARILY ELECTED TO WAIVE THAT PORTION, IF ANY, OF THE
ANNUAL MANAGEMENT FEES PAYABLE BY INTERNATIONAL TREND 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 2.00%, 2.70%, 2.70% AND 1.70%,
RESPECTIVELY (EXCLUSIVE OF TAXES, INTEREST, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES, BUT INCLUSIVE OF APPLICABLE 12b-1 EXPENSES).

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.

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.

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<PAGE> 353

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>
FUND NOVEMBER 30, 1996 NOVEMBER 30, 1995 NOVEMBER 30, 1994
- ---- ----------------- ----------------- -----------------

<S> <C> <C> <C>
International Equity Fund $792,625 earned $512,638 paid $415,544 earned
$683,170 paid $266,273 paid
$109,455 waived $149,271 waived

Global Bond Fund(1) $29,065 earned $4,777 earned N/A
-$0- paid -$0- paid N/A
$29,065 waived $4,777 waived N/A

Global Assets Fund(1) $95,908 paid $12,907 earned N/A
-$0- paid -$0- paid N/A
$95,908 waived $12,907 waived N/A

Emerging Markets Fund(2) $35,197 earned N/A N/A
-$0- paid N/A N/A
$35,197 waived N/A N/A
</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:

<TABLE>
<CAPTION>
INSTITUTIONAL
CLASS A SHARES CLASS B SHARES CLASS C SHARES CLASS
-------------- -------------- -------------- -------------

<S> <C> <C> <C> <C>
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%
</TABLE>

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 TREND FUND AND Emerging Markets 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 FOR THE PERIOD THROUGH DECEMBER 31,
1997 ARE EACH

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<PAGE> 354

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 TREND
FUND AND GLOBAL EQUITY FUND UNDER SEPARATE DISTRIBUTION AGREEMENTS [(DELAWARE
TO CONFIRM:) DATED __________, 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 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
INTERNATIONAL EQUITY, GLOBAL BOND AND GLOBAL ASSETS FUNDS pursuant to a
Shareholders Services Agreement dated October 25, 1991. Delaware Service
Company, Inc. serves as the shareholder servicing, dividend disbursing and
transfer agent for Emerging Markets Fund under an Agreement dated May 1, 1996,
AND ALSO IN THE SAME CAPACITY FOR INTERNATIONAL TREND FUND AND GLOBAL EQUITY
FUND UNDER AN AGREEMENT DATED [(DELAWARE TO COMPLETE:) _________, 1997.]. The
Transfer Agent also provides accounting services to the Funds pursuant to the
terms of a [(DELAWARE TO CONFIRM:) separate Fund Accounting AGREEMENTS.] The
Transfer Agent is also an indirect, wholly owned subsidiary of Delaware
Management Holdings, Inc.

-62-
<PAGE> 355
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 February 28,
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 and 2.60% of the outstanding share of International
Equity Fund Institutional Class; 1.70% of the outstanding shares of Global Bond
Fund A Class, less than 1% of the outstanding shares of Class B and Class C
Shares of Global Bond Fund and 6.44% of the outstanding shares of Global Bond
Fund Institutional Class; less than 1% of the outstanding shares of Class A,
Class B and Class C Shares of Global Assets Fund and 15.17% of the outstanding
shares of Global Assets Fund Institutional Class; and less than 1% of the
outstanding shares of each Class of Emerging Markets Fund.

As of February 28, 1997, management believes the following accounts
held 5% or more of a Class of shares of a Fund:

<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------

<S> <C> <C> <C>
International Merrill Lynch, Pierce, Fenner & Smith
Equity Fund B Class For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 91.592 22.95%

International Merrill Lynch, Pierce Fenner & Smith
Equity Fund C Class For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 88,684 34.50%

International Equity Northern Telecom, Inc.
Fund Institutional Class Long Term Investment Plan
c/o BTNY Service
Attention: John Sawicki
34 Exchange Place MS 3064
Jersey City, NJ 07302 1,152,482 42.77%

RS 401(k) Plan
Price Waterhouse LLP Savings Plan
1410 North Westshore Blvd.
P.O. Box 30004
Tampa, FL 33630 752,029 27.94%
</TABLE>

-63-
<PAGE> 356
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------

<S> <C> <C> <C>
International Equity RS DMC Employee Profit Sharing Plan
Fund Institutional Class Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103 297,128 11.02%

Charles Schwab & Co. Inc.
Attention: Mutual Fund Dept.
101 Montgomery Street
San Francisco, CA 94104 171,107 6.35%

Global Assets Fund B Class Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 91,592 22.95%

Global Assets Fund C Class Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 82,212 66.37%

Global Assets Fund Delaware Management Co.
Institutional Class c/o Joseph H. Hastings
1818 Market Street - 17th Floor
Philadelphia, PA 19103 88,772 52.44%

RS DMC Employee Profit Sharing Plan
Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103 73,871 43.63%

DMC Employee Profit Sharing Plan
Delaware Management Company, Inc.
Employee Profit Sharing Trust
for the benefit of Edward N. Antoian
1818 Market Street
Philadelphia, PA 19103 11,096 6 .55%
</TABLE>

-64-
<PAGE> 357
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------

<S> <C> <C> <C>
Global Bond Fund B Class Merrill Lynch, Pierce, Fenner & Smith
For the Sole Benefit of its Customers
Attention: Fund Administration
4800 Deer Lake Drive East - 3rd Floor
Jacksonville, FL 32246 9,701 11.47%

NFSC/FMTC IRA
FBO Jennifer J. Thomas
12603 Mt. Laurel Court
Reisterstown, MD 21136 8,997 10.63%

Bruce A. Baker and Claire B. Baker
3 Nolen Lane
Darien, CT 06820 8,377 9.90%

Paul Voll
Box 307
Orbisonia, PA 17243 4,613 5.45%

NFSC/FMTC IRA
FBO Robert Dill
9190 West Road
Cleves, OH 45002 4,562 5.39%

NFSC/FMTC IRA
FBO Gillie W. Dockery
520 42nd Street
Tuscaloosa, AL 35405 4,262 5.04%

Global Bond Fund C Class NFSC/FMTC IRA Rollover
FBO Lester C. Gilman, Jr.
1485 Kathleen Place
Englewood, FL 34223 21,224 52.69%

Prudential Securities, Inc.
FBO Cline G. Hickok
120 Nature Valley Place
Owatonna, MN 55060 8,170 20.28%

Prudential Securities, Inc.
FBO Ms. Mary A. Otte Lammers
10677 43rd Street
Clear Lake, MN 55319 2,170 5.38%
</TABLE>

-65-
<PAGE> 358
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------ ----------

<S> <C> <C> <C>
Global Bond Fund Lincoln National Life Insurance Co.
Institutional Class Attention: Karen Gerke 4CO1
1300 S. Clinton Street
Fort Wayne, IN 46802 93,229 13.16%

Delaware Management Co.
c/o Joseph H. Hastings
1818 Market Street - 17th Floor
Philadelphia 19103 48,714 6.87%

DMC Employee Profit Sharing Plan
Delaware Management Company, Inc.
Employee Profit Sharing Trust
for the benefit of Edward N. Antoian
1818 Market Street
Philadelphia, PA 19103 12,178 5.59%

Emerging Markets Fund Donaldson Lufkin Jenrette
B Class Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303 3,866 6.31%

Emerging Markets Fund NFSC FEBO #BRO-020591
B Class Arlene L. Baldecchi
Hennie L. Budnik
42 Marlton Drive
Wayne, NJ 07470 3,644 5.94%

Harvey M. & Gisselle Shapiro, Co.
Trustee Under the Shapiro Family Trust
378 Surrey Drive
Bonita, CA 91902 3,617 5.90%

NFSC/FMTC IRA Rollover
FBO Charles L. Batterman
9819 Mistletoe Avenue
Fountain Valley, CA 92708 3,511 5.73%

Emerging Markets Fund NFSC/FMTC IRA Rollover
C Class FBO Lester C. Gilman, Jr.
1485 Kathleen Place
Englewood, FL 34223 5,472 16.72%
</TABLE>

-66-
<PAGE> 359
<TABLE>
<CAPTION>
Class Name and Address of Account Share Amount Percentage
- ----- --------------------------- ------------- ----------

<S> <C> <C> <C>
Emerging Markets Fund Dain Bosworth, Inc. - Custodian
C Class Gary Foderberg
LIFT INC SEP IRA 2
11000 W. 177th Terrace
Olathe, KS 66062 4,030 12.32%

Prudential Securities, Inc.
FBO Cline G. Hickok &
Dianne R. Hickok JT TEN
120 Nature Valley Place
Owatonna, MN 55060 3,388 10.35%

Dain Bosworth, Inc. - Custodian
Stanley I. Brooks
IRA Spousal
779 Marlin Drive
Fripp Island, SC 29920 3,032 9.26%

Dain Bosworth, Inc. - Custodian
Fred D. Shaw, Jr.
Stock Account
26705 W. 103rd
Olathe, KS 66061 2,015 6.16%

Emerging Markets Fund Chicago Trust Company
Institutional Class FBO Lincoln National Corp.
Employees Retirement Trust
1000 N. Water Street TR14
Milwaukee, WI 53202 303,030 79.78%

RS DMC Employee Profit Sharing Plan
Delaware Management Company
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103 70,868 18.65%
</TABLE>

-67-
<PAGE> 360

DMH Corp., 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 TREND
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.

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 (59)
Chairman, President, Chief Executive Officer, Director and/or Trustee
of Global Funds, Inc., 16 other investment companies in the
Delaware Group (which excludes Delaware Pooled Trust, Inc.),
Delaware Management Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders Holdings, Inc.
Chairman and Director of Delaware Pooled Trust, Inc., Delaware
Distributors, Inc. and Delaware Capital Management, 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.
Director of Delaware Service Company, Inc. and Delaware Investment &
Retirement Services, Inc.
During the past five years, Mr. Stork has served in various executive
capacities at different times within the Delaware organization.

- ---------------------
*Director affiliated with the Fund's investment manager and considered an
"interested person" as defined in the Investment Company Act of 1940.

-68-
<PAGE> 361
RICHARD G. UNRUH, JR. (57)
Executive Vice President of Global Funds, Inc. and each of the other
17 investment companies in the Delaware Group.
Executive Vice President and Director of Delaware Management Company,
Inc.
Senior Vice President of Delaware Management Holdings, Inc. and
Delaware Capital Management, 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 17 investment companies
in the Delaware Group and Delaware Management Company, Inc.
Executive Vice President/Chief Investment Officer/Fixed Income and
Director of Founders Holdings, Inc.
Senior Vice President/Chief Investment Officer, Fixed Income of
Delaware Management Holdings, Inc.
Director of Founders CBO Corporation.
Senior Vice President of Delaware Capital Management, Inc.
Director, 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 (69)
Director and/or Trustee of Global Funds, Inc. and each of the other 17
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 (58)
Director and/or Trustee of Global Funds, Inc. and each of the other 17
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.

-69-
<PAGE> 362
ANN R. LEVEN (56)
Director and/or Trustee of Global Funds, Inc. and each of the other 17
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 (76)
Director and/or Trustee of Global Funds, Inc. and each of the other 17
investment companies in the Delaware Group.
City Hall, Philadelphia, PA 19107.
Philadelphia City Councilman.

CHARLES E. PECK (71)
Director and/or Trustee of Global Funds, Inc. and each of the other 17
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.

DAVID K. DOWNES (57)
Senior Vice President/Chief Administrative Officer/Chief Financial
Officer of Global Funds, Inc. each of the other 17 investment
companies in the Delaware Group
Executive Vice President, Chief Operating Officer and Chief Financial
Officer of Delaware Management Company, Inc.
Chairman and Director of Delaware Management Trust Company.
Chairman and Director of Delaware Investment & Retirement Services,
Inc.
Executive Vice President/Chief Operating Officer/Chief Financial
Officer of Delaware Management Holdings, Inc.
Executive Vice President/Chief Operating Officer/Chief Financial
Officer and Director of DMH Corp, Delaware Distributors, Inc.
and Founders Holdings, Inc.
Vice President/Chief Executive Officer/Chief Financial Officer and
Director of Delaware Service Company, Inc.
Executive Vice President/Chief Operating Officer/Chief Financial
Officer and Director of Delaware International Holdings Ltd.
Executive Vice President/Chief Financial Officer/Chief Operating
Officer of Delaware Capital Management, Inc.
Senior Vice President/Chief Administrative Officer/ Chief Financial
Officer of Delaware Distributors, L.P.
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.

-70-
<PAGE> 363
GEORGE M. CHAMBERLAIN, JR. (50)
Senior Vice President and Secretary of Global Funds, Inc. each of the
other 17 investment companies in the Delaware Group, Delaware
Management Holdings, Inc. and Delaware Distributors, L.P.
Executive Vice President, Secretary and Director of Delaware
Management Trust Company.
Senior Vice President, Secretary and Director of DMH Corp., Delaware
Management Company, Inc., Delaware Distributors, Inc.,
Delaware Service Company, Inc., Founders Holdings, Inc.,
Delaware Investment & Retirement Services, Inc. and Delaware
Capital Management, Inc.
Secretary and Director of Delaware International Holdings Ltd.
Director of Delaware International Advisers Ltd.
Attorney.
During the past five years, Mr. Chamberlain has served in various
capacities at different times within the Delaware organization.

GEORGE H. BURWELL (35)
Vice President/Senior Portfolio Manager of the Fund, 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 (37)
Vice President/Senior Portfolio Manager of the Fund, 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 (38)
Vice President/Senior Portfolio Manager of the Fund, of 11 other
investment companies in the Delaware Group and of Delaware
Management Company, Inc.
Vice President of Founders Holdings, Inc.
Treasurer/Assistant Secretary 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.

-71-
<PAGE> 364
JOSEPH H. HASTINGS (47)
Vice President/Corporate Controller of Global Funds, Inc. each of the
other 17 investment companies in the Delaware Group,
Delaware Distributors, L.P., Delaware Service Company, Inc.,
Delaware Capital Management, Inc. and Delaware International
Holdings Ltd.
Senior Vice President/Corporate Controller and Treasurer of Delaware
Management Company, Inc., Delaware Management Holdings, Inc.
and DMH Corp.
Senior Vice President/Treasurer of Delaware Distributors, Inc.
Senior Vice President/ Corporate Controller of Founders Holdings, Inc.
Chief Financial Officer/Treasurer of Delaware Investment & Retirement
Services, Inc.
Executive Vice President/Chief Financial Officer/Treasurer of Delaware
Management Trust Company.
Vice President/Treasurer of Delaware Capital Management, Inc.
Assistant Treasurer of Founders CBO 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 (34)
Senior Vice President/Treasurer of Global Funds, Inc. each of the
other 17 investment companies in the Delaware Group, Delaware
Distributors, L.P. and Delaware Service Company, Inc.
Senior Vice President of Delaware Management Company, Inc.
Senior Vice President/Treasurer of Delaware Distributors, Inc. and
Founders Holdings, Inc.
Vice President/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.

-72-
<PAGE> 365
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, 1996.

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ESTIMATED TOTAL
AGGREGATE ACCRUED ANNUAL COMPENSATION
COMPENSATION AS PART OF BENEFITS FROM ALL 18
FROM GLOBAL GLOBAL FUNDS, UPON DELAWARE
NAME FUNDS, INC. INC. EXPENSES RETIREMENT* GROUP FUNDS

<S> <C> <C> <C> <C>
W. Thacher Longstreth $1,447 None $30,000 $45,145
Ann R. Leven $1,700 None $30,000 $53,280
Walter P. Babich $1,523 None $30,000 $49,144
Anthony D. Knerr $1,681 None $30,000 $52,280
Charles E. Peck $1,607 None $30,000 $48,280
</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 $30,000, 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.

-73-
<PAGE> 366
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

-74-
<PAGE> 367
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) Tax-Free 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.

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

-75-
<PAGE> 368
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.

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 PENNSYLVANIA FUND seeks a high level of current interest
income exempt from federal and, to the extent possible, certain Pennsylvania
state and local taxes, consistent with the preservation of capital.

ENTERPRISE FUND seeks to provide maximum appreciation of capital by
investing in medium-sized companies which have a dominant position within their
industry, are undervalued, or have potential for growth in earnings. 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. WORLD GROWTH 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. FEDERAL BOND FUND seeks to maximize current
income consistent with preservation of capital. The fund attempts to achieve
this objective by investing primarily in securities issued by the U.S.
government, its agencies and instrumentalities. CORPORATE INCOME FUND seeks to
provide high current income consistent with preservation of capital. The fund
attempts to achieve this objective primarily by investing in a diversified
portfolio of investment grade fixed-income securities issued by U.S.
corporations.

DELAWARE GROUP PREMIUM FUND, INC. offers ten funds available
exclusively as funding vehicles for certain insurance company separate
accounts. EQUITY/INCOME SERIES seeks the highest possible total rate of return
by

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<PAGE> 369
selecting issues that exhibit the potential for capital appreciation while
providing higher than average dividend income. 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. MONEY MARKET SERIES seeks the highest level of
income consistent with preservation of capital and liquidity through
investments in short-term money market instruments. GROWTH SERIES seeks
long-term capital appreciation by investing its assets in a diversified
portfolio of securities exhibiting the potential for significant growth.
MULTIPLE STRATEGY SERIES seeks 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. 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. 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 and 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.

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).

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<PAGE> 370
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 ten 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:

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUND
CLASS A SHARES

TOTAL
AMOUNT OF
FISCAL UNDER- AMOUNTS NET
YEAR WRITING REALLOWED COMMISSION
ENDED COMMISSIONS TO DEALERS TO DDLP/DDI
----- ----------- ---------- -----------

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<PAGE> 371
<TABLE>
<CAPTION>

GLOBAL BOND FUND
CLASS A SHARES

TOTAL
AMOUNT OF
FISCAL UNDER- AMOUNTS NET
YEAR WRITING REALLOWED COMMISSION
ENDED COMMISSIONS TO DEALERS TO DDLP/DDI
----- ----------- ---------- -----------

(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
----- ----------- ---------- -----------

(1) Date of initial public offering was December 27, 1994.

<TABLE>
<CAPTION>
EMERGING MARKETS FUND
CLASS A SHARES

TOTAL
FISCAL AMOUNT OF AMOUNTS NET
YEAR UNDERWRITING REALLOWED COMMISSION
ENDED COMMISSIONS TO DEALERS TO DISTRIBUTOR
----- ----------- ---------- --------------

(1) Date of initial public offering was June 10, 1996.

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<PAGE> 372
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:

<TABLE>
<CAPTION>
LIMITED CDSC PAYMENTS
FISCAL
YEAR INTERNATIONAL EQUITY GLOBAL BOND GLOBAL ASSETS EMERGING MARKETS
ENDED FUND A CLASS FUND A CLASS (1) FUND A CLASS (1) FUND A CLASS (1)
----- ------------ ---------------- ---------------- ----------------

(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:

<TABLE>
<CAPTION>
CDSC PAYMENTS
FISCAL
YEAR INTERNATIONAL EQUITY GLOBAL BOND GLOBAL ASSETS EMERGING MARKETS
ENDED FUND B CLASS FUND B CLASS (1) FUND B CLASS (1) FUND B CLASS (1)
----- ------------ ---------------- ---------------- ----------------

(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.

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<PAGE> 373
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:

<TABLE>
<CAPTION>
CDSC Payments
Fiscal
Year International Equity Global Bond Global Assets Emerging Markets
Ended Fund C Class (1) Fund C Class (1) Fund C Class (1) Fund C Class (1)
----- ---------------- ---------------- ---------------- ----------------

(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.

The legality of the issuance of the shares offered hereby, registered
pursuant to Rule 24f-2 under the 1940 Act, has been passed upon for Global
Funds, Inc. by Stradley, Ronon, Stevens & Young, LLP, Philadelphia,
Pennsylvania.

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<PAGE> 374
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 allocated
twenty-five million shares to each of the Fund's Class B Shares and Class C
Shares.

While shares of Global Funds, Inc. have equal voting rights, except as
noted below, on matters affecting the Funds, each Fund would vote separately on
any matter it is directly affected by, such as any change in its fundamental
investment policies and as otherwise prescribed by the 1940 Act. Shares of
each Fund have a priority in that Fund's assets, and in gains on and income
from the portfolio of that Fund. All shares have no preemptive rights, are
fully transferable and, when issued, are fully paid and nonassessable.

Shares of each Class of shares of a Fund represent a proportionate
interest in the assets of such Fund, and have the same voting and other rights
and preferences as the other classes of that Fund, except that shares of a
Fund's Institutional Class may not vote on any matter affecting the Fund
Classes' Plans under Rule 12b-1. Similarly, as a general matter, shareholders
of Class A Shares, Class B Shares and Class C Shares of a Fund may vote only on
matters affecting the 12b-1 Plan that relates to the class of shares that they
hold. However, Class B Shares of a Fund may vote on any proposal to increase
materially the fees to be paid by a Fund under the 12b-1 Plan relating to its
Class A Shares. General expenses of a Fund will be allocated on a pro-rata
basis to the respective classes according to asset size, except that expenses
of the 12b-1 Plans of each Fund's Class A Share, Class B Shares and Class C
Shares will be allocated solely to those Classes.

Prior to November 9, 1992, International Equity, Global Bond and
Global Assets Funds offered one retail class of shares; from November 9, 1992
to September 5, 1994, International Equity, Global Bond and Global Assets Funds
offered two classes of shares; and from September 6, 1994 to November 28, 1995,
International Equity Fund offered three classes of shares. Beginning December
27, 1994 to November 28, 1995, Global Bond and Global Assets Funds offered
three classes of shares. Beginning November 29, 1995, International Equity,
Global Bond and Global Assets Funds began offering four classes of shares.

Prior to September 6, 1994, International Equity Fund A Class was
known as International Equity Fund class and International Equity Fund
Institutional Class was known as International Equity Fund (Institutional)
class.

NONCUMULATIVE VOTING
GLOBAL FUNDS, INC. SHARES HAVE NONCUMULATIVE VOTING RIGHTS WHICH MEANS
THAT THE HOLDERS OF MORE THAN 50% OF THE SHARES OF GLOBAL FUNDS, INC. VOTING
FOR THE ELECTION OF DIRECTORS CAN ELECT ALL THE DIRECTORS IF THEY CHOOSE TO DO
SO, AND, IN SUCH EVENT, THE HOLDERS OF THE REMAINING SHARES WILL NOT BE ABLE TO
ELECT ANY DIRECTORS.

This Part B does not include all of the information contained in the
Registration Statement which is on file with the SEC.

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<PAGE> 375
APPENDIX A--IRA INFORMATION

An individual can contribute up to $2,000 to his or her IRA each year.
Contributions may or may not be deductible depending upon the TAXPAYER'S
adjusted gross income and whether the taxpayer or his or her spouse is an
active participant in an employer-sponsored retirement plan. Even if a
taxpayer (or his or her spouse) is an active participant in an
employer-sponsored retirement plan, the full $2,000 deduction is still
available if the taxpayer's adjusted gross income is below $25,000 ($40,000 for
taxpayers filing joint returns). A partial deduction is allowed for married
couples with incomes between $40,000 and $50,000, and for single individuals
with incomes between $25,000 and $35,000. No deductions are available for
contributions to IRAs by taxpayers whose adjusted gross income before IRA
deductions exceeds $50,000 ($35,000 for singles) and who are active
participants in an employer-sponsored retirement plan. Taxpayers who were not
allowed deductions on IRA contributions still can make nondeductible IRA
contributions of as much as $2,000 for each working spouse ($2,250 for
one-income couples for years prior to 1997), and defer taxes on interest or
other earnings from the IRAs. Special rules apply for determining the
deductibility of contributions made by married individuals filing separate
returns.

As illustrated in the following tables, maintaining an IRA remains a
valuable opportunity.

For many, an IRA will continue to offer both an up-front tax break
with its tax deduction each year and the real benefit that comes with
tax-deferred compounding. For others, losing the tax deduction will impact
their taxable income status each year. Over the long term, however, being able
to defer taxes on earnings still provides an impressive investment
opportunity--a way to have money grow faster due to tax-deferred compounding.

Even if your IRA contribution is no longer deductible, the benefits of
saving on a tax-deferred basis can be substantial. Additional exhibits found
in this Appendix A illustrate the benefits of tax-deferred versus taxable
compounding. For illustration purposes, each reflects a constant 10% rate of
return, with the reinvestment of all proceeds compounded at a frequency
indicated at the top of each exhibit. When used in advertising and other
promotional materials, the rate of return and compounding frequency used
(monthly compounding for Global Bond Fund, quarterly for the Global Assets and
International Equity Funds and annually for Emerging Markets Fund) will reflect
the actual annualized return experienced by each Fund or a representative
average return of each Fund's peer mutual funds. The tables do not take into
account any sales charges or fees. Of course, earnings accumulated in your IRA
will be subject to tax upon withdrawal.

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<PAGE> 376
The first table reflects a constant 10% rate of return, compounded
annually, with the reinvestment of all proceeds. The tables do not take into
account any sales charges or fees. If you choose a mutual fund with a
fluctuating net asset value, like any Fund of Global Funds, Inc., your bottom
line at retirement could be lower--it could also be much higher.

$2,000 INVESTED ANNUALLY ASSUMING A 10% ANNUALIZED RETURN

15% Tax Bracket Single - $0-$24,650
Joint - $0-$41,200
<TABLE>
<CAPTION>
HOW MUCH YOU
END OF CUMULATIVE HOW MUCH YOU HAVE WITH FULL
YEAR INVESTMENT AMOUNT HAVE WITHOUT IRA IRA DEDUCTION

[Without IRA--investment of $1,700 ($2,000 less 15%) earning 8.5% (10% less
15%)]

28% Tax Bracket Single - $24,651-$59,750
Joint - $41,201-$99,600

<TABLE>
<CAPTION>
END OF CUMULATIVE HOW MUCH YOU HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT HAVE WITHOUT IRA NO DEDUCTION DEDUCTION

[Without IRA--investment of $1,440 ($2,000 less 28%) earning 7.2% (10% less
28%)]
[With IRA--No Deduction--investment of $1,440 ($2,000 less 28%) earning 10%]

-84-
<PAGE> 377
31% Tax Bracket Single - $59,751-$124,650
Joint - $99,601-$151,750

<TABLE>
<CAPTION>
END OF CUMULATIVE HOW MUCH YOU HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT HAVE WITHOUT IRA NO DEDUCTION DEDUCTION

[Without IRA--investment of $1,380 ($2,000 less 31%) earning 6.9% (10% less
31%)]
[With IRA--No Deduction--investment of $1,380 ($2,000 less 31%) earning 10%]

36% Tax Bracket Single - $124,651-$271,050
Joint - $151,751-$271,050

<TABLE>
<CAPTION>
END OF CUMULATIVE HOW MUCH YOU HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT HAVE WITHOUT IRA NO DEDUCTION DEDUCTION

[Without IRA--investment of $1,280 ($2,000 less 36%) earning 6.4% (10% less
36%)]
[With IRA--No Deduction--investment of $1,280 ($2,000 less 36%) earning 10%]

-85-
<PAGE> 378
39.6% Tax Bracket* Single - over $271,050
Joint - over $271,050

<TABLE>
<CAPTION>
END OF CUMULATIVE HOW MUCH YOU HOW MUCH YOU HAVE WITH FULL IRA
YEAR INVESTMENT AMOUNT HAVE WITHOUT IRA NO DEDUCTION DEDUCTION

[Without IRA--investment of $1,208 ($2,000 less 39.6%) earning 6.04% (10% less
39.6%)]
[With IRA--No Deduction--investment of $1,208 ($2,000 less 39.6% earning 10%]

* For tax years beginning after 1992, a 36% tax rate applies to all
taxable income in excess of the maximum dollar amounts subject to the
31% tax rate. In addition, a 10% surtax (not applicable to capital
gains) applies to certain high-income taxpayers. It is computed by
applying a 39.6% rate to taxable income in excess of $271,050. The
above tables do not reflect the personal exemption phaseout nor the
limitations of itemized deductions that may apply.

-86-
<PAGE> 379
$2,000 SINGLE INVESTMENT AT A RETURN OF 10% COMPOUNDED MONTHLY

<TABLE>
<CAPTION>
TAXABLE - TAXABLE - TAXABLE - TAXABLE - TAXABLE - TAX
YEARS 39.6%* 36%* 31% 28% 15% DEFERRED
-----------------------------------------------------------------------------------------------------------------

$2,000 INVESTED ANNUALLY AT A RETURN OF 10% COMPOUNDED MONTHLY

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<PAGE> 380
$2,000 SINGLE INVESTMENT AT A RETURN OF 10% COMPOUNDED QUARTERLY

$2,000 INVESTED ANNUALLY AT A RETURN OF 10% COMPOUNDED QUARTERLY

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<PAGE> 381
$2,000 SINGLE INVESTMENT AT A RETURN OF 10% COMPOUNDED ANNUALLY

$2,000 INVESTED ANNUALLY AT A RETURN OF 10% COMPOUNDED ANNUALLY

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<PAGE> 382
THE VALUE OF STARTING YOUR IRA EARLY

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.

<TABLE>
<S> <C>
After 5 years $3,528 more
10 years $6,113
20 years $17,228
30 years $47,295
</TABLE>

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.

And it pays to shop around. If you get just 2% more per year, it can
make a big difference when you retire. A constant 8% versus 10% return, both
compounded monthly, illustrates the point. This chart is based on a yearly
investment of $2,000 on January 1. After 30 years the difference can mean as
much as 50% more!

<TABLE>
<CAPTION>
8% Return 10% Return
--------- ----------
<S> <C> <C>
10 Years $ 31,828 $ 36,018
20 Years 102,476 133,521
30 Years 259,288 397,466
</TABLE>

The statistical exhibits above are for illustration purposes only and
do not reflect the actual Fund performance for the Funds either in the past or
in the future.

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<PAGE> 383
FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditors for Delaware
Group Global & International Funds, Inc. and, in its capacity as such, audits
the annual financial statements of the Funds. International Equity Fund's,
Global Bond Fund's, Global Assets Fund's and Emerging Markets Fund's Statements
of Net Assets, Statements of Assets and Liabilities, Statements of Operations,
Statements of Changes in Net Assets and Notes to Financial Statements, as well
as the report of Ernst & Young LLP, independent auditors, for the fiscal year
ended November 30, 1996 are included in Delaware Group Global & International
Funds, Inc.'s Annual Report to shareholders. The financial statements, the
notes relating thereto and the report of Ernst & Young LLP, listed above are
incorporated by reference from the Annual Report into this Part B.

-91-
<PAGE> 384

<TABLE>
<S> <C>
---------------------------------------------------------------
The Delaware Group includes funds with a wide
range of investment objectives. Stock funds, income DELAWARE GROUP
funds, tax-free funds, money market funds, global and
international funds and closed-end equity funds give ---------------------------------------------------------------
investors the ability to create a portfolio that fits
their personal financial goals. For more information, GLOBAL & INTERNATIONAL FUNDS, INC.
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. INTERNATIONAL TREND FUND

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

INVESTMENT MANAGER INTERNATIONAL EQUITY SERIES
Delaware International Advisers Ltd.
Veritas House ---------------------------------------------------------------
125 Finsbury Pavement
London, England EC2A 1NQ GLOBAL BOND SERIES
SUB-ADVISER
Delaware Management Company, Inc. ---------------------------------------------------------------
One Commerce Square
Philadelphia, PA 19103 GLOBAL ASSETS SERIES
NATIONAL DISTRIBUTOR
Delaware Distributors, L.P. ---------------------------------------------------------------
1818 Market Street
Philadelphia, PA 19103 EMERGING MARKETS SERIES
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING, ---------------------------------------------------------------
ACCOUNTING SERVICES
AND TRANSFER AGENT GLOBAL EQUITY FUND
Delaware Service Company, Inc.
1818 Market Street ---------------------------------------------------------------
Philadelphia, PA 19103
Stradley, Ronon, Stevens & Young, LLP
LEGAL COUNSEL PART B
One Commerce Square
Philadelphia, PA 19103
INDEPENDENT AUDITORS STATEMENT OF
Ernst & Young LLP ADDITIONAL INFORMATION
Two Commerce Square
Philadelphia, PA 19103 ---------------------------------------------------------------
CUSTODIAN
The Chase Manhattan Bank MARCH 21, 1997
4 Chase Metrotech Center
Brooklyn, NY 11245

DELAWARE
GROUP
--------
</TABLE>

<PAGE> 385

PART C

Other Information

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Part A - Financial Highlights

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

* The financial statements and Accountant's Report listed above
relating to the International Equity, Global Assets, Global
Bond and Emerging Series are incorporated by reference into
Part B from the Registrant's Annual Report for the fiscal year
ended November 30, 1996. International Trend and Global Equity
Series are expected to commence operations on _____, 1997.

(b) Exhibits:

(1) Articles of Incorporation.

(a) Articles of Incorporation, as
amended and supplemented through
April 30, 1996, incorporated into
this filing by reference to
Post-Effective Amendment No. 10
filed November 27, 1995.

(b) Executed Articles Supplementary
(November 28, 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 11
filed January 31, 1996.

(c) Executed Articles Supplementary
(April 30, 1996) incorporated into
this filing by reference to
Post-Effective Amendment No. 13
filed May 16, 1996.

(d) Articles Supplementary (1997) to
filed by Amendment.

(2) By-Laws. By-Laws, as amended through June
30, 1995, incorporated into this filing by
reference to Post-Effective Amendment No. 9
filed June 30, 1995.

(3) Voting Trust Agreement. Inapplicable.

<PAGE> 386

PART C - Other Information
(Continued)

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

(a) Articles of Incorporation, Articles
of Amendment and Articles
Supplementary.

(i) Article Fifth and Article
Ninth of the Articles of
Incorporation (May 30, 1991),
Article Second of Articles
Supplementary (May 22, 1992
and September 6, 1994),
Article Second of Certificate
of Correction to Articles
Supplementary (December 28,
1994) incorporated into this
filing by reference to
Post-Effective Amendment No.
10 filed November 27, 1995.

(ii) Article Third, Article Fourth
and Article Fifth of Articles
Supplementary (November 28,
1995) incorporated into this
filing by reference to
Post-Effective Amendment No.
11 filed January 31, 1996.

(iii) Article Fourth of Articles
Supplementary (April 30, 1996)
incorporated into this filing
by reference to Post-Effective
Amendment No. 13 filed May 16,
1996.

(iv) Articles Supplementary (1997)
to be filed by Amendment.

(b) By-Laws. Article II and Article III,
as amended, and Article XIV
incorporated into this filing by
reference to Post-Effective
Amendment No. 9 filed June 30, 1995.

(5) Investment Management Agreements.

(a) Investment Management Agreement
(April 3, 1995) between Delaware
International Advisers Ltd. and the
Registrant on behalf of the
International Equity Series
incorporated into this filing by
reference to Post-Effective
Amendment No. 9 filed June 30, 1995.

(b) Investment Management Agreement
(April 3, 1995) between Delaware
International Advisers Ltd. and the
Registrant on behalf of the Global
Assets Series incorporated into this
filing by reference to
Post-Effective Amendment No. 9 filed
June 30, 1995.

(c) Investment Management Agreement
(April 3, 1995) between Delaware
International Advisers Ltd. and the
Registrant on behalf of the Global
Bond Series incorporated into this
filing by reference to
Post-Effective Amendment No. 9 filed
June 30, 1995.

<PAGE> 387

PART C - Other Information
(Continued)

(d) Sub-Advisory Agreement (April 3,
1995) between Delaware International
Advisers Ltd. and Delaware
Management Company, Inc. on behalf
of the Global Bond Series
incorporated into this filing by
reference to Post-Effective
Amendment No. 9 filed June 30, 1995.

(e) Investment Management Agreement (May
1, 1996) between Delaware
International Advisers Ltd. and the
Registrant on behalf of the Emerging
Markets Series incorporated into
this filing by reference to
Post-Effective Amendment No. 13
filed May 16, 1996.

(f) Investment Management Agreement
(1997) between Delaware
International Advisers Ltd. and the
Registrant on behalf of the
International Trend Series to be
filed by Amendment.

(g) Investment Management Agreement
(1997) between Delaware
International Advisers Ltd. and the
Registrant on behalf of the Global
Equity Series to be filed by
Amendment.

(h) Sub-Advisory Agreement (1997)
between Delaware International
Advisers Ltd. and Delaware
Management Company, Inc. on behalf
of the Global Equity Series to be
filed by Amendment.

(6) (a) Distribution Agreements.

(i) Form of Distribution
Agreement (April 3, 1995)
incorporated into this
filing by reference to
Post-Effective Amendment No.
10 filed November 27, 1995.

(ii) Form of Amendment No. 1 to
Distribution Agreement
(November 29, 1995)
incorporated into this
filing by reference to Post-
Effective Amendment No. 10
filed November 27, 1995.

(iii) Executed Distribution
Agreement (May 1, 1996)
between Delaware
Distributors, L.P. and the
Registrant on behalf of the
Emerging Markets Series
incorporated by reference
into this filing by
reference to Post-Effective
Amendment No. 13 filed May
16, 1996.

(iv) Proposed Distribution
Agreement (1997) between
Delaware Distribution, L.P.
and the Registrant on behalf
of the International Trend
and Global Equity Series
included as Module.

<PAGE> 388

PART C - Other Information
(Continued)

(b) Administration and Service
Agreement. Form of Administration
and Service Agreement (Module) (as
amended November 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 10
filed November 27, 1995.

(i) Dealer's Agreement (Module)
with Delaware Distributors,
Inc. (as amended November
1995) incorporated into this
filing by reference to
Post-Effective Amendment No.
10 filed November 27, 1995.

(ii) Form of Dealers Agreement
with Voyageur Fund
Distributors, Inc.
incorporated into this
filing by reference to
Exhibit 6(c) to
Post-Effective Amendment No.
10 filed November 27, 1995.

(d) Mutual Fund Agreement for the
Delaware Group of Funds (Module)
(November 1995) incorporated into
this filing by reference to
Post-Effective Amendment No. 11
filed January 31, 1996.

(7) Bonus, Profit Sharing, Pension Contracts.

(a) Amended and Restated Profit Sharing
Plan (November 17, 1994)
incorporated into this filing by
reference to Post-Effective
Amendment No. 9 filed June 30, 1995.

(b) Amendment to Profit Sharing Plan
(December 21, 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 11
filed January 31, 1996.

(8) Custodian Agreements.

(a) Executed Custodian Agreement
(Module) between The Chase Manhattan
Bank and the Registrant on behalf of
each Series (May 1, 1996)
incorporated into this filing by
reference to Post-Effective
Amendment No. 14 filed November 27,
1996.

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

<PAGE> 389

PART C - Other Information
(Continued)

(9) Other Material Contracts.

(a) Shareholders Services Agreement
(October 25, 1991) between Delaware
Service Company, Inc. and the
Registrant on behalf of the
International Equity Series
incorporated into this filing by
reference to Post-Effective
Amendment No. 14 filed November 27,
1996.

(b) Shareholders Services Agreement
(October 25, 1991) between Delaware
Service Company, Inc. and the
Registrant on behalf of the Global
Assets Series (formerly Global Total
Return Series) incorporated into
this filing by reference to
Post-Effective Amendment No. 14
filed November 27, 1996.

(c) Shareholders Services Agreement
(October 25, 1991) between Delaware
Service Company, Inc. and the
Registrant on behalf of the Global
Bond Series (formerly Global Income
Series) incorporated into this
filing by reference to
Post-Effective Amendment No. 14
filed November 27, 1996.

(d) Shareholders Services Agreement (May
1, 1996) between Delaware Service
Company, Inc. and the Registrant on
behalf of the Emerging Markets
Series incorporated into this filing
by reference to Post-Effective
Amendment No. 13 filed May 16, 1996.

(e) Proposed Amended and Restated
Shareholders Services Agreement
(1997) between Delaware Service
Company, Inc. and the Registrant on
behalf of each Series included as
Module.

(f) Executed Delaware Group of Funds
Fund Accounting Agreement between
Delaware Service Company, Inc. and
the Registrant (August 19, 1996)
incorporated into this filing by
reference to Post-Effective
Amendment No. 14 filed November 27,
1996.

(i) Executed Amendment No. 4
(February 24, 1997) to
Schedule A to Delaware Group
of Funds Fund Accounting
Agreement incorporated into
this filing by reference to
Post-Effective Amendment No.
15 filed March 21, 1997.

(ii) Proposed Amendment to Schedule
A to Delaware Group of Funds
Fund Accounting Agreement for
International Trend and Global
Equity Series included as
Module.

(10) Opinion of Counsel. Filed with letter
relating to Rule 24f-2 on January 29, 1997.

(11) Consent of Auditors. Attached as Exhibit.

(12) Inapplicable.

<PAGE> 390

PART C - Other Information
(Continued)

(13) Undertaking of Initial Shareholder.
Incorporated into this filing by reference
to Pre-Effective Amendment No. 1 filed
August 22, 1991.

(14) Model Plans. Incorporated into this filing
by reference to Post-Effective Amendment No.
5 filed March 24, 1994 and Post-Effective
Amendment No. 8 filed March 3, 1995.

(15) Plans under Rule 12b-1.

(a) Form of Plan under Rule 12b-1 for
Class A of the International Equity,
Global Bond and Global Assets Series
(November 1995) incorporated into
this filing by reference to
Post-Effective Amendment No. 10
filed November 27, 1995.

(b) Form of Plan under Rule 12b-1 for
Class B of the International Equity,
Global Bond and Global Assets Series
(November 1995) incorporated into
this filing by reference to
Post-Effective Amendment No. 10
filed November 27, 1995.

(c) Form of Plan under Rule 12b-1 for
Class C of the International Equity,
Global Bond and Global Assets Series
(November 1995) incorporated into
this filing by reference to
Post-Effective Amendment No. 10
filed November 27, 1995.

(d) Executed Plan under Rule 12b-1 (May
1, 1996) for Class A Shares of the
Emerging Markets Series incorporated
into this filing by reference to
Post-Effective Amendment No. 13
filed May 16, 1996.

(e) Executed Plan under Rule 12b-1 (May
1, 1996) for Class B Shares of the
Emerging Markets Series incorporated
into this filing by reference to
Post-Effective Amendment No. 13
filed May 16, 1996.

(f) Executed Plan under Rule 12b-1 (May
1, 1996) for Class C Shares of the
Emerging Markets Series incorporated
into this filing by reference to
Post-Effective Amendment No. 13
filed May 16, 1996.

<PAGE> 391

PART C - Other Information
(Continued)

(g) Proposed Plan under Rule 12b-1 for
International Trend and Global
Equity Series Class A (1997)
included as Module.

(h) Proposed Plan under Rule 12b-1 for
International Trend and Global
Equity Series Class B (1997)
included as Module.

(i) Proposed Plan under Rule 12b-1 for
International Trend and Global
Equity Series Class C (1997)
included as Module.

(16) Schedules of Computation for each
Performance Quotation.

(a) Incorporated into this filing by
reference to Post-Effective
Amendment No. 9 filed June 30, 1995,
Post-Effective Amendment No. 11
filed January 31, 1996,
Post-Effective Amendment No. 14
filed November 27, 1996 and
Post-Effective Amendment No. 15
filed March 21, 1997.

(17) Financial Data Schedules. Incorporated into
this filing by reference to Post- Effective
Amendment No. 15 filed March 21, 1997.

(18) Plan under Rule 18f-3.

(a) Plan under Rule 18f-3 (Module) (as
amended May 1, 1996) incorporated
into this filing by reference to
Post-Effective Amendment No. 13
filed May 16, 1996.

(i) Amended Appendix A (February
24, 1997) to Plan under Rule
18f-3 incorporated into this
filing by reference to
Post-Effective amendment No.
15 filed March 21, 1997.

(ii) Proposed Amended Appendix A to
Plan under Rule 18f-3 included
as Module.

(19) Other: Directors' Power of Attorney.
Incorporated into this filing by reference
to Post-Effective Amendment No. 9 filed June
30, 1995.

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

<PAGE> 392

PART C - Other Information
(Continued)

Item 26. Number of Holders of Securities.

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

<S> <C> <C>
Delaware Group Global & International
Funds, Inc.
International Equity Series:

International Equity Fund A Class
Common Stock 7,364 Accounts as of
$.01 Par Value Per Share March 31, 1997

International Equity Fund B Class
Common Stock 1,679 Accounts as of
$.01 Par Value Per Share March 31, 1997

International Equity Fund C Class
Common Stock 372 Accounts as of
$.01 Par Value Per Share March 31, 1997

International Equity Fund Institutional Class
Common Stock 50 Accounts as of
$.01 Par Value Per Share March 31, 1997

Delaware Group Global & International
Funds, Inc.'s
Global Assets Series:

Global Assets Fund A Class
Common Stock 594 Accounts as of
$.01 Par Value Per Share March 31, 1997

Global Assets Fund B Class
Common Stock 264 Accounts as of
$.01 Par Value Per Share March 31, 1997

Global Assets Fund C Class
Common Stock 84 Accounts as of
$.01 Par Value Per Share March 31, 1997

Global Assets Fund Institutional Class
Common Stock 15 Accounts as of
$.01 Par Value Per Share March 31, 1997
</TABLE>

* Shares of International Trend and Global Equity Series were not offered
prior to the date of this Registration Statement.

<PAGE> 393

PART C - Other Information
(Continued)

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

<S> <C> <C>
Delaware Group Global & International
Funds, Inc.
Global Bond Series:

Global Bond Fund A Class
Common Stock 317 Accounts as of
$.01 Par Value Per Share March 31, 1997

Global Bond Fund B Class
Common Stock 78 Accounts as of
$.01 Par Value Per Share March 31, 1997

Global Bond Fund C Class
Common Stock 27 Accounts as of
$.01 Par Value Per Share March 31, 1997

Global Bond Fund Institutional Class
Common Stock 101 Accounts as of
$.01 Par Value Per Share March 31, 1997

Delaware Group Global & International
Funds, Inc.'s
Emerging Markets Series:

Emerging Markets Fund A Class
Common Stock 514 Accounts as of
$.01 Par Value Per Share March 31, 1997

Emerging Markets Fund B Class
Common Stock 139 Accounts as of
$.01 Par Value Per Share March 31, 1997

Emerging Markets Fund C Class
Common Stock 43 Accounts as of
$.01 Par Value Per Share March 31, 1997

Emerging Markets Fund Institutional Class
Common Stock 8 Accounts as of
$.01 Par Value Per Share March 31, 1997
</TABLE>

Item 27. Indemnification. Incorporated into this filing by reference to initial
Registration Statement filed June 4, 1991 and Article XIV of the
By-Laws incorporated into this filing by reference to Post- Effective
Amendment No. 9 filed June 30, 1995.

<PAGE> 394

Item 28. Business and Other Connections of Investment Adviser.

Delaware International Advisers Ltd. ("Delaware International")
serves as investment manager to International Equity Series, Global Bond Series,
Global Assets Series, Emerging Markets Series, International Trend Series and
Global Equity Series of the Registrant, and also serves as investment manager or
sub-investment adviser to certain of the other funds in the Delaware Group
(Delaware Group Global Dividend and Income Fund, Inc., Delaware Group Income
Funds, Inc., Delaware Pooled Trust, Inc. and Delaware Group Premium Fund, Inc.)
and provides investment advisory services to institutional accounts, primarily
retirement plans and endowment funds.

<PAGE> 395

PART C - Other Information
(Continued)

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

<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Delaware International Advisers Ltd.
Business Address and its Affiliates and Other Positions and Offices Held
- ---------------- -----------------------------------------------------------------------------

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

**G. Roger H. Kitson Vice Chairman and Director of Delaware International Advisers Ltd.

**David G. Tilles Managing Director, Chief Investment Officer and Director of Delaware
International Advisers Ltd.

**John Emberson Secretary/Compliance Officer/Finance Director and Director of Delaware
International Advisers Ltd.
</TABLE>

* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE> 396

PART C - Other Information
(Continued)

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

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

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

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

* Business address is 1818 Market Street, Philadelphia, PA 19103.
**Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE> 397

PART C - Other Information
(Continued)

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

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

Director of HYPPCO Finance Company Ltd.

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

*John C. E. Campbell Director of Delaware International Advisers Ltd.
</TABLE>

* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE> 398

PART C - Other Information
(Continued)

<S> <C>
*George E. Deming Director of Delaware International Advisers Ltd.

**Timothy W. Sanderson Senior Portfolio Manager, Deputy Compliance Officer, Director Equity
Research and Director of Delaware International Advisers Ltd.

**Clive A. Gillmore Senior Portfolio Manager, Director U.S. Mutual Fund Liaison and Director of
Delaware International Advisers Ltd.

**Hamish O. Parker Senior Portfolio Manager, Director U.S. Marketing Liaison and Director of
Delaware International Advisers Ltd.

**Ian G. Sims Senior Portfolio Manager, Deputy Managing Director and Director of
Delaware International Advisers Ltd.

**Elizabeth A. Desmond Senior Portfolio Manager of Delaware International Advisers Ltd.

**Gavin A. Hall Senior Portfolio Manager of Delaware International Advisers Ltd.

**Robert Akester Senior Portfolio Manager of Delaware International Advisers Ltd.
</TABLE>

* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE> 399

PART C - Other Information
(Continued)

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

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

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

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

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

<PAGE> 400

PART C - Other Information
(Continued)

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

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

Director of HYPPCO Finance Company Ltd.

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

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

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

<PAGE> 401

PART C - Other Information
(Continued)

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

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

Director of HYPPCO Finance Company Ltd.

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

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

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

<PAGE> 402

PART C - Other Information
(Continued)

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

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

General Partner of Tri-R Associates since 1989, 10001 Sandmeyer Ln.,
Philadelphia, PA

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

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

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

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

<PAGE> 403

PART C - Other Information
(Continued)

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

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

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

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

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

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

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

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

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

<PAGE> 404

PART C - Other Information
(Continued)

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

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

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

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

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

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

(1) VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS, Bankers Trust and
VICE PRESIDENT, CS First Boston Investment Management prior to June 1995.
(2) SENIOR MANAGER, Ernst & Young LLP prior to December 1996.
(3) TAX MANAGER, Price Waterhouse prior to October 1995.

(4) INVESTMENT OFFICER, Travelers Insurance prior to January 1997.

(5) SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June 1996.

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

<PAGE> 405

PART C - Other Information
(Continued)

<TABLE>
<CAPTION>
Item 29. Principal Underwriters.
- -------- -----------------------

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

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

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

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

Delaware Management
Company, Inc. Limited Partner Sub-Investment Manager

Delaware Capital
Management, Inc. Limited Partner None

Bruce D. Barton President and Chief None
Executive Officer

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

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

Thomas E. Sawyer Senior Vice President/ None
Western Sales Division

Stephen H. Slack Senior Vice President/ None
Wholesaler

William F. Hostler Senior Vice President/ None
Marketing Services

Dana B. Hall Senior Vice President/ None
Key Accounts
</TABLE>

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

<PAGE> 406

PART C - Other Information
(Continued)

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

<S> <C> <C>
J. Chris Meyer Senior Vice President/ None
Product Development

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

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

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

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

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

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

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

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

Daniel H. Carlson Vice President/ None
Marketing Manager

Gregory J. McMillan Vice President/ None
National Accounts

Diane M. Anderson Vice President/ None
Retirement Services

Denise F. Guerriere Vice President/Client Services None

Julia R. Vander Els Vice President/ None
Client Services

Jerome J. Alrutz Vice President/ None
Client Services
</TABLE>

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

<PAGE> 407

PART C - Other Information
(Continued)

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

<S> <C> <C>
Joanne A. Mettenheimer Vice President/ None
National Accounts

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

Steven J. DeAngelis Vice President/ None
Product Development

Susan T. Friestedt Vice President/ None
Customer Service

Dinah J. Huntoon Vice President/ None
Product Management

Soohee Lee Vice President/Fixed Income None
Product Management

Ellen M. Krott Vice President/ None
Communications

Holly W. Riemel Vice President/ None
Telemarketing

Frank Albanese Vice President/Wholesaler None

Terrence L. Bussard Vice President/Wholesaler None

William S. Carroll Vice President/Wholesaler None

William S. Castetter Vice President/Wholesaler None

Thomas J. Chadie Vice President/Wholesaler None

Thomas C. Gallagher Vice President/Wholesaler None

Douglas R. Glennon Vice President/Wholesaler None

William M. Kimbrough Vice President/Wholesaler None
</TABLE>

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

<PAGE> 408

PART C - Other Information
(Continued)

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

<S> <C> <C>
Christopher L. Johnston Vice President/Wholesaler None

Thomas P. Kennett Vice President/Wholesaler None

Mac McAuliffe Vice President/Wholesaler None

Patrick L. Murphy Vice President/Wholesaler None

Henry W. Orvin Vice President/Wholesaler None

Philip G. Rickards Vice President/Wholesaler None

Laura E. Roman Vice President/Wholesaler None

Michael W. Rose Vice President/Wholesaler None

Edward B. Sheridan Vice President/Wholesaler None

Linda Schulz Vice President/Wholesaler None

Robert E. Stansbury Vice President/Wholesaler None

Larry D. Stone Vice President/Wholesaler None

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

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

<PAGE> 409
(c) Not Applicable

Item 30. Location of Accounts and Records.

All accounts and records are maintained in Philadelphia at 1818
Market Street, Philadelphia, PA 19103 or One Commerce Square,
Philadelphia, PA 19103, or in London at Veritas House, 125
Finsbury Pavement, London, England EC2A 1NQ

Item 31. Management Services. None.

Item 32. Undertakings.

(a) Not Applicable.

(b) The Registrant hereby undertakes to file a post-effective
amendment, using financial statements which need not be
certified, within four to six months from the public
offering of shares of the International Trend Series.

The Registrant hereby undertakes to file a post-effective
amendment, using financial statements which need not be
certified, within four to six months from the public
offering of shares of the Global Equity Series.

<PAGE> 410

PART C - Other Information
(Continued)

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

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

<PAGE> 411

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
this City of Philadelphia and Commonwealth of Pennsylvania on this 23rd day of
April, 1997.

DELAWARE GROUP GLOBAL & INTERNATIONA FUNDS, INC.

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

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

<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------- ------------------------------------------ --------------

<S> <C> <C>
Chairman of the Board, President,
/s/Wayne A. Stork Chief Executive Officer and Director April 23, 1997
- -----------------------------------
Wayne A. Stork
Executive Vice President/Chief Operating
Officer/Chief Financial Officer (Principal
Financial Officer and Principal Accounting
/s/David K. Downes Officer) April 23, 1997
- -----------------------------------
David K. Downes

/s/Walter P. Babich Director April 23, 1997
- -----------------------------------
Walter P. Babich

/s/Anthony D. Knerr Director April 23, 1997
- -----------------------------------
Anthony D. Knerr

/s/Ann R. Leven Director April 23, 1997
- -----------------------------------
Ann R. Leven

/s/Charles E. Peck Director April 23, 1997
- -----------------------------------
Charles E. Peck

/s/W. Thacher Longstreth Director April 23, 1997
- -----------------------------------
W. Thacher Longstreth
</TABLE>

<PAGE> 412

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INDEX TO EXHIBITS

<PAGE> 413

<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------

<S> <C>
EX-99.B6AIV Proposed Distribution Agreement (1997) on behalf of International
(Module Name Trend and Global Equity Series
PROP_DIS_AGT)

EX-99.B9E Proposed Amended and Restated Shareholders Services Agreement
(Module Name (1997) of behalf of each Series
SH_SVC_AGT)

EX-99.B9FII Proposed Amendment to Schedule A to Delaware Group of Funds
(Module Name Fund Accounting Agreement
ACCT_AGT_SCHD_A)

EX-99.B11 Consent of Auditors

EX-99.B15G Proposed Plan under Rule 12b-1 for International Trend and Global
(Module Name Equity Series Class A
RULE_12B1_PL_A)

EX-99.B15H Proposed Plan under Rule 12b-1 for International Trend and Global
(Module Name Equity Series Class B
RULE_12B1_PL_B)

EX-99.B15I Proposed Plan under Rule 12b-1 for International Trend and Global
(Module Name Equity Series Class C
RULE_12B1_PL_C)

EX-99.B18II Proposed Amended Appendix A to Plan under Rule 18f-3
(Module Name
RULE_18F3_APP_A)
</TABLE>

<PAGE> 1

<PAGE>

PROPOSED AGREEMENT
SUBJECT TO BOARD APPROVAL

[Name of Investment Company]

[Name of Portfolio]

DISTRIBUTION AGREEMENT

Distribution Agreement (the "Agreement") made as of this ____ day of
_________, 199_ by and between [Name of Investment Company], a Maryland
corporation (the "Fund"), for the [Name of Portfolio] series (the "Series"),
and DELAWARE DISTRIBUTORS, L.P. (the "Distributor"), a Delaware limited
partnership.

WITNESSETH

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

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

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

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

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

<PAGE>

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

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

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

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

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

(b) The Fund reserves the right from time to time (1) to sell and issue
shares other than for cash; (2) to issue shares in exchange for
substantially all of the assets of any corporation or trust, or in
exchange of shares of any corporation or trust; (3) to pay stock
dividends to its shareholders, or to pay dividends in cash or stock at
the option of its stockholders, or to sell stock to existing stockholders
to the extent of dividends payable from time to time in cash, or to split
up or combine its outstanding shares of common stock; (4) to offer shares
for cash to its stockholders as a whole, by the use of transferable
rights or otherwise, and to sell and issue shares pursuant to such
offers; and (5) to act as its own distributor in any jurisdiction in
which the Distributor is not registered as a broker-dealer.

4. The Fund warrants the following:

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

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

5. (a) The Fund will supply to the Distributor a conformed copy of the
Registration Statement, all amendments thereto, all exhibits, and each
Prospectus and Statement of Additional Information.

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

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

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

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

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

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

(6) before filing any further amendment to the Registration Statement or
to any Prospectus, will furnish to the Distributor copies of the
proposed amendment and will not, at any time, whether before or after
the effective date of the Registration Statement, file any amendment
to the Registration Statement or supplement to any Prospectus of
which the Distributor shall not previously have been advised or to
which the Distributor shall reasonably object (based upon the
accuracy or completeness thereof) in writing;

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

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

6. The Distributor agrees to submit to the Fund, prior to its use, the form of
all sales literature proposed to be generally disseminated by or for the
Distributor, all advertisements proposed to be used by the Distributor, all
sales literature or advertisements prepared by or for the Distributor for
such dissemination or for use by others in connection with the sale of the
Series' shares, and the form of dealers' sales contract the Distributor
intends to use in connection with sales of the Series' shares. The
Distributor also agrees that the Distributor will submit such sales
literature and advertisements to the NASD, SEC or other regulatory agency as
from time to time may be appropriate, considering practices then current in
the industry. The Distributor agrees not to use such form of dealers' sales
contract or to use or to permit others to use such sales literature or
advertisements without the written consent of the Fund if any regulatory
agency expresses objection thereto or if the Fund delivers to the Distributor
a written objection thereto.

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

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

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

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

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

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

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

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

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

11. The Fund agrees to indemnify, defend and hold harmless from the assets of
the Series the Distributor and each person, if any, who controls the
Distributor within the meaning of Section 15 of the Securities Act of

<PAGE>

1933, from and against any and all losses, damages, or liabilities to which,
jointly or severally, the Distributor or such controlling person may become
subject, insofar as the losses, damages or liabilities arise out of the
performance of its duties hereunder except that the Fund shall not be liable
for indemnification of the Distributor or any controlling person thereof for
any liability to the Fund or its security holders to which they would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of their duties under this Agreement.

12. Copies of financial reports, Registration Statements and Prospectuses, as
well as demands, notices, requests, consents, waivers, and other
communications in writing which it may be necessary or desirable for either
party to deliver or furnish to the other will be duly delivered or
furnished, if delivered to such party at its address shown below during
regular business hours, or if sent to that party by registered mail or by
prepaid telegram filed with an office or with an agent of Western Union or
another nationally recognized telegraph service, in all cases within the
time or times herein prescribed, addressed to the recipient at 1818 Market
Street, Philadelphia, Pennsylvania 19103, or at such other address as the
Fund or the Distributor may designate in writing and furnish to the other.

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

<PAGE>

14. (a) This Agreement shall remain in force for a period of two years from
the date hereof and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by the Board
of Directors or by vote of a majority of the outstanding voting
securities of the Series and only if the terms and the renewal thereof
have been approved by the vote of a majority of the Directors of the
Fund who are not parties hereto or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such
approval.

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

(c) The Fund may terminate this Agreement at any time on at least thirty
days prior written notice to the Distributor (1) if proceedings are
commenced by the Distributor or any of its partners for the
Distributor's liquidation or dissolution or the winding up of the
Distributor's affairs; (2) if a receiver or trustee of the Distributor
or any of its property is appointed and such appointment is not vacated
within thirty days thereafter; (3) if, due to any action by or before
any court or any federal or state commission, regulatory body, or
administrative agency or other governmental body, the Distributor shall
be prevented from selling securities in the United States or because of
any action or conduct on the Distributor's part, sales of the shares are
not qualified for sale. The Fund may also terminate this Agreement at
any time upon prior written notice to the Distributor of its intention
to so terminate at the expiration of three months from the date of the
delivery of such written notice to the Distributor.

<PAGE>

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

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

DELAWARE DISTRIBUTORS, L.P.

By: DELAWARE DISTRIBUTORS, INC.,
----------------------------
General Partner

Attest:

By:
- ------------------------------ ------------------------------
Name: Name:
Title: Title:

[Name of Investment Company] for the

[Name of Portfolio]

Attest:

By:
- ------------------------------ ------------------------------
Name: Name:
Title: Title:

<PAGE>

EXHIBIT A

DISTRIBUTION PLAN

[Name of Investment Company]

[Name of Portfolio]

[Name of Portfolio] A CLASS

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

<PAGE>

The Fund is a corporation organized under the laws of the
State of Maryland, is authorized to issue different series and classes of
securities and is an open-end management investment company registered under the
Act. Delaware Management Company, Inc. serves as the Series' investment adviser
and manager pursuant to an Investment Management Agreement. Delaware Service
Company, Inc. serves as the Series' shareholder servicing, dividend disbursing
and transfer agent. Delaware Distributors, L.P. (the "Distributor") is the
principal underwriter and national distributor for the Series' shares, including
shares of the Class, pursuant to the Distribution Agreement between the
Distributor and the Fund on behalf of the Series ("Distribution Agreement").

The Plan provides that:

l. (a) The Fund shall pay to the Distributor a monthly fee not
to exceed 0.75% (3/4 of l%) per annum of the Series' average daily net assets
represented by shares of the Class as may be determined by the Fund's Board of
Directors from time to time.

(b) In addition to the amounts described in (a) above,
the Fund shall pay (i) to the Distributor for payment to dealers or others, or
(ii) directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum
of the Series' average daily net assets represented by shares of the Class, as
a service fee pursuant to dealer or servicing agreements.

2. (a) The Distributor shall use the monies paid to it
pursuant to paragraph l(a) above to assist in the distribution and promotion
of shares of the Class. Payments made to the Distributor under the Plan may be
used for, among other things, preparation and distribution of advertisements,
sales literature and prospectuses and reports used for sales purposes, as well
as compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sales of Class shares.
<PAGE>

(b) The monies to be paid pursuant to paragraph 1(b) above shall be
used to pay dealers or others for, among other things, furnishing personal
services and maintaining shareholder accounts, which services include confirming
that customers have received the Prospectus and Statement of Additional
Information, if applicable; assisting such customers in maintaining proper
records with the Fund; answering questions relating to their respective
accounts; and aiding in maintaining the investment of their respective customers
in the Class.

3. The Distributor shall report to the Fund at least monthly on the
amount and the use of the monies paid to it under paragraph 1(a) above. In
addition, the Distributor and others shall inform the Fund monthly and in
writing of the amounts paid under paragraph 1(b) above; both the Distributor and
any others receiving fees under the Plan shall furnish the Board of Directors of
the Fund with such other information as the Board may reasonably request in
connection with the payments made under the Plan and the use thereof by the
Distributor and others in order to enable the Board to make an informed
determination of the amount of the Fund's payments and whether the Plan should
be continued.

4. The officers of the Fund shall furnish to the Board of Directors of
the Fund, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan and the purposes for which such expenditures
were made.
<PAGE>

5. This Plan shall take effect at such time as the Distributor
shall notify the Fund in writing of the commencement of the Plan (the
"Commencement Date"); thereafter, the Plan shall continue in effect for a period
of more than one year from the Commencement Date only so long as such
continuance is specifically approved at least annually by a vote of the Board of
Directors of the Fund, and of the non-interested Directors, cast in person at a
meeting called for the purpose of voting on such Plan.

6. (a) The Plan may be terminated at any time by vote of a
majority of the non-interested Directors or by vote of a majority of the
outstanding voting securities of the Class.

(b) The Plan may not be amended to increase materially the
amount to be spent for distribution pursuant to paragraph l thereof without
approval by the shareholders of the Class.

7. All material amendments to this Plan shall be approved by
the non-interested Directors in the manner described in paragraph 5 above.

8. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Directors shall be committed to the
discretion of such non-interested Directors.

9. The definitions contained in Sections 2(a)(19) and 2(a)(42)
of the Act shall govern the meaning of "interested person(s)" and "vote of a
majority of the outstanding voting securities," respectively, for the purposes
of this Plan.

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

_________ __, 199_

<PAGE>

EXHIBIT B

DISTRIBUTION PLAN

[Name of Investment Company]

[Name of Portfolio]

[Name of Portfolio] B CLASS

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

<PAGE>

The Plan provides that:

l. The Fund shall pay to the Distributor a monthly fee not to
exceed 0.3% (3/10 of l%) per annum of the Series' average daily net assets
represented by shares of the Class (the "Maximum Amount") as may be determined
by the Fund's Board of Directors from time to time. Such monthly fee shall be
reduced by the aggregate sums paid by the Fund on behalf of the Series to
persons other than broker-dealers (the "Service Providers") who may, pursuant to
servicing agreements, provide to the Series services in the Series' marketing of
shares of the Class.

2. (a) The Distributor shall use the monies paid to it
pursuant to paragraph l above to furnish, or cause or encourage others to
furnish, services and incentives in connection with the promotion, offering and
sale of Class shares and, where suitable and appropriate, the retention of Class
shares by shareholders.
<PAGE>

(b) The Service Providers shall use the monies paid
respectively to them to reimburse themselves for the actual costs they have
incurred in confirming that their customers have received the Prospectus and
Statement of Additional Information, if applicable, and as a fee for (l)
assisting such customers in maintaining proper records with the Fund, (2)
answering questions relating to their respective accounts, and (3) aiding in
maintaining the investment of their respective customers in the Class.

3. The Distributor shall report to the Fund at least monthly
on the amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Fund monthly and in writing of the amounts each
claims under the Plan; both the Distributor and the Service Providers shall
furnish the Board of Directors of the Fund with such other information as the
Board may reasonably request in connection with the payments made under the Plan
and the use thereof by the Distributor and the Service Providers, respectively,
in order to enable the Board to make an informed determination of the amount of
the Fund's payments and whether the Plan should be continued.

4. The officers of the Fund shall furnish to the Board of
Directors of the Fund, for their review, on a quarterly basis, a written report
of the amounts expended under the Plan and the purposes for which such
expenditures were made.

<PAGE>

5. This Plan shall take effect at such time as the Distributor shall
notify the Fund of the commencement of the Plan (the "Commencement Date");
thereafter, the Plan shall continue in effect for a period of more than one year
from the Commencement Date only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors of the Fund, and
of the non-interested Directors, cast in person at a meeting called for the
purpose of voting on such Plan.

6. (a) The Plan may be terminated at any time by vote of a majority
of the non-interested Directors or by vote of a majority of the outstanding
voting securities of the Class.

(b) The Plan may not be amended to increase materially the
amount to be spent for distribution pursuant to paragraph 1 thereof without
approval by the shareholders of the Class.

7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.

8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.

9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.

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

_________ __, 199_

<PAGE>

EXHIBIT C

DISTRIBUTION PLAN

[Name of Investment Company]

[Name of Portfolio]

[Name of Portfolio] C CLASS

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

<PAGE>

The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Series' investment adviser and manager
pursuant to an Investment Management Agreement. Delaware Service Company, Inc.
serves as the Series' shareholder servicing, dividend disbursing and transfer
agent. Delaware Distributors, L.P. (the "Distributor") is the principal
underwriter and national distributor for the Series' shares, including shares of
the Class, pursuant to the Distribution Agreement between the Distributor and
the Fund on behalf of the Series ("Distribution Agreement").

The Plan provides that:

1.(a) The Fund shall pay to the Distributor a monthly fee not to exceed
0.75% (3/4 of 1%) per annum of the Series' average daily net assets represented
by shares of the Class as may be determined by the Fund's Board of Directors
from time to time.

(b) In addition to the amounts described in paragraph 1(a) above, the
Fund shall pay: (i) to the Distributor for payment to dealers or others or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
Series' average daily net assets represented by shares of the Class, as a
service fee pursuant to dealer or servicing agreements.

<PAGE>

among other things, preparation and distribution of advertisements, sales
literature and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sale of Class shares.

<PAGE>

6.(a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.

(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the shareholders of the Class.

7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.

8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.

9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.

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

_________ __, 199_

<PAGE> 1

<PAGE>

PROPOSED AGREEMENT
SUBJECT TO BOARD APPROVAL

[Name of Investment Company]

[Names of Portfolio(s)]

SHAREHOLDERS SERVICES AGREEMENT

THIS AGREEMENT, made as of the ____ day of _________, 199_ by and
between [Name of Investment Company] ("Fund"), a Maryland corporation, for the
[Names of Portfolio(s)] series (together, the "Series"), and DELAWARE SERVICE
COMPANY, INC. ("DSC"), a Delaware corporation.

W I T N E S S E T H:

WHEREAS, the Investment Management Agreements between the Fund on
behalf of the Series and Delaware Management Company, Inc. provide that the Fund
shall conduct its own business affairs and shall bear the expenses and salaries
necessary and incidental thereto including, but not in limitation of the
foregoing, the costs incurred in: the maintenance of its corporate existence;
the maintenance of its own books, records and procedures; dealing with its own
shareholders; the payment of dividends; transfers of stock, including issuance,
redemption and repurchase of shares; preparation of share certificates; reports
and notices to stockholders; calling and holding of stockholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal and
accounting fees; taxes; and federal and state registration fees; and

<PAGE>

WHEREAS, the FUND and DSC desire to have a written agreement concerning
the performance of the foregoing services and providing compensation therefor;
and

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending legally to be bound, it is agreed:

I. APPOINTMENT AS AGENT

1.1 The Fund hereby appoints DSC Shareholder Services Agent for the
Series to provide as agent for the Fund services as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts such
appointment and agrees to provide the Fund, as its agent, the services described
herein.

1.2 The Fund shall pay DSC and DSC shall accept, for the services
provided hereunder, the compensation provided for in Section VIII hereof. The
Fund also shall reimburse DSC for expenses incurred or advanced by it for the
Fund in connection with its services hereunder.

-2-

<PAGE>

II. DOCUMENTATION

2.1 The Fund represents that it has provided or made available to DSC
(or has given DSC an opportunity to examine) copies of, and DSC represents that
it has received from the Fund (or is otherwise familiar with), the following
documents:

(a) The Articles of Incorporation or other documents
evidencing the Fund's form of organization and any current amendments or
supplements thereto;

(b) The By-Laws of the Fund;

(c) Any resolution or other action of the Fund or the Board of
Directors of the Fund establishing or affecting the rights, privileges or other
status of each class or series of shares of the Fund, including those relating
to the Series, or altering or abolishing such class or series;

(d) A certified copy of a resolution of the Board of Directors
of the Fund appointing DSC as Shareholder Services Agent for the Series and
authorizing the execution of this Agreement;

(e) The forms of share certificates for the Series in the form
approved by the Board of Directors of the Fund;

(f) A copy of the Fund's currently effective Prospectuses and
Statement of Additional Information under the Securities Act of 1933, if
effective;

(g) Copies of all account application forms and other
documents relating to stockholder accounts in the Series;

(h) Copies of documents relating to Plans of the Fund for the
purchase, sale or repurchase of its shares, including

-3-

<PAGE>

periodic payment or withdrawal plans, reinvestment plans or retirement plans, if
any;

(i) Any opinion of counsel to the Fund relating to the
authorization and validity of the shares of the Series issued or proposed to be
issued under the law of the State of the Fund's organization, including the
status thereof under any applicable securities laws;

(j) A certified copy of any resolution of the Board of
Directors of the Fund authorizing any person to give instructions to DSC under
this Agreement (with a specimen signature of such person if not already
provided), setting forth the scope of such authority; and

(k) Any amendment, revocation or other documents altering,
adding, qualifying or repealing any document or authority called for under this
Section 2.1.

2.2 The Fund and DSC may consult as to forms or documents that may be
required in performing services hereunder.

2.3 The Fund shall provide or make available to DSC a certified copy of
any resolution of the stockholders or the Board of Directors of the Fund
providing for a dividend, capital gains distribution, distribution of capital,
stock dividend, stock split or other similar action affecting the authorization
or issuance of shares of the Series or the payment of dividends.

2.4 In the case of any recapitalization or other capital adjustment
requiring a change in the form of stock certificates or

-4-

<PAGE>

the books recording the same, the Fund shall deliver or make available to DSC:

(a) A certified copy of any document authorizing or effecting
such change;

(b) Written instructions from an authorized officer
implementing such change; and

2.5 The Fund warrants the following:

(a) The Fund is, or will be, a properly registered investment
company under the Investment Company Act of 1940 and any and all Series shares
which it issues will be properly registered and lawfully issued under applicable
federal and state laws.

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

2.6 DSC warrants the following:

(a) DSC is and will be properly registered as a transfer agent
under the Securities Exchange Act of 1934 and is duly authorized to serve, and
may lawfully serve as such.

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

-5-

<PAGE>

III. STOCK CERTIFICATES

3.1 The Fund shall furnish or authorize DSC to obtain, at the Fund's
expense, a sufficient supply of blank stock certificates for the Series, and
from time to time will replenish such supply upon the request of DSC. The Fund
agrees to indemnify and exonerate, save and hold DSC harmless, from and against
any and claims or demands that may be asserted against DSC concerning the
genuineness of any stock certificate supplied to DSC pursuant to this Section.

3.2 DSC shall safeguard, and shall account to the Fund, upon its demand
for, all such stock certificates: (a) as issued, showing to whom issued, or (b)
as unissued, establishing the safekeeping, cancellation or destruction thereof.

3.3 The Fund shall promptly inform DSC in writing of any change in the
officers authorized to sign stock certificates or in the form thereof. If an
officer whose manual or facsimile signature is affixed to any blank share
certificate shall die, resign or be removed prior to the issuance of such
certificate, DSC may nevertheless issue such certificate notwithstanding such
death, resignation or removal, and the Fund shall with respect thereto promptly
provide to DSC any approval, adoption or ratification as may be required by DSC.

IV. TRANSFER AGENT

4.1 As Transfer Agent for the Fund, DSC shall issue, redeem and
transfer shares of the Series, and, in connection therewith but not in
limitation thereof, it shall:

-6-

<PAGE>

(a) Upon receipt of authority to issue shares, determine the
total shares to be issued and issue such shares by crediting shares to accounts
created and maintained in the registration forms provided; as applicable,
prepare, issue and deliver stock certificates.

(b) Upon proper transfer authorization, transfer shares by
debiting transferor-stockholder accounts and crediting such shares to accounts
created and/or maintained for transferee- stockholders; if applicable, issue
and/or cancel stock certificates.

(c) Upon proper redemption authorization, determine the total
shares redeemed and to be redeemed; determine the total redemption payments made
and to be made; redeem shares by debiting stockholder accounts; as applicable,
receive and cancel stock certificates for shares redeemed; and remit or cause to
be remitted the redemption proceeds to stockholders.

(d) Create and maintain accounts; reconcile and control cash
due and paid, shares issued and to be issued, cash remitted and to be remitted
and shares debited and credited to accounts; provide such notices, instructions
or authorizations as the Fund may require.

4.2 DSC shall not be required to issue, transfer or redeem Series
shares upon receipt of DSC from the Fund, or from any federal or state
regulatory agency or authority, written notice that the issuance, transfer or
redemption of Series shares has been suspended or discontinued.

-7-

<PAGE>

V. DIVIDEND DISBURSING AGENT

5.1 As Dividend Disbursing Agent for the Fund, DSC shall disburse and
cause to be disbursed to stockholders of each Series dividends, capital gains
distributions or any payments from other sources as directed by the Fund. In
connection therewith, but not in limitation thereof, DSC shall:

(a) Calculate the total disbursement due and payable and the
disbursement to each stockholder as to shares owned, in accordance with the
Fund's authorization.

(b) Calculate the total disbursements for each stockholder, as
aforesaid, to be disbursed in cash; prepare and mail checks therefor.

(c) Calculate the total disbursement for each stockholder of
each Series, as aforesaid, for which shares are to be issued and authorized and
instruct the issuance of such shares in accordance with Section IV hereof.

(d) Prepare and mail or deliver such forms and notices
pertaining to disbursements as required by federal or state authority.

(e) Create and maintain records, reconcile and control
disbursements to be made and made, both as to cash and shares, as aforesaid;
provide such notices, instruction or authorization as the Fund may require.

5.2 DSC shall not be required to make any disbursement upon the receipt
of DSC from the Fund, or from any federal or state

-8-

<PAGE>

agency or authority, written notice that such disbursement shall not be made.

VI. SHAREHOLDER SERVICING AGENT

6.1 As Shareholder Servicing Agent for the Fund, DSC shall provide
those services ancillary to but in implementation of the services provided under
Sections I through V hereof, and those generally defined and accepted as
shareholder services. In connection therewith, but not in limitation thereof,
DSC shall:

(a) Except where instructed in writing by the Fund not to do
so, and where in compliance with applicable law, accept orders on behalf of the
Fund; receive and process investments and applications; remit to the Fund or its
custodian payments for shares acquired and to be issued; and direct the issuance
of shares in accordance with Section IV hereof.

(b) Receive, record and respond to communications of
stockholders and their agents.

(c) As instructed by the Fund, prepare and mail stockholder
account information, mail Series stockholder reports and Series prospectuses.

(d) Prepare and mail proxies and material for Fund stockholder
meetings, receive and process proxies from stockholders, and deliver such
proxies as directed by the Fund.

(e) Administer investment plans offered by the Fund to
investors and stockholders of each Series, including retirement plans, including
activities not otherwise provided in Sections I through V of this Agreement

-9-

<PAGE>

VII. PERFORMANCE OF DUTIES

7.1 The parties hereto intend that Series stockholders and their
stockholdings shall be confidential, and any information relating thereto shall
be released by DSC only to those persons or authorities who DSC has reason to
believe are authorized to receive such information; or, as instructed by the
Fund.

7.2 DSC may, in performing this Agreement, require the Fund or the
Fund's distributor to provide it with an adequate number of copies of
prospectuses, reports or other documents required to be furnished to investors
or stockholders.

7.3 DSC may request or receive instructions from the Fund and may, at
the Fund's expense, consult with counsel for the Fund or its own counsel with
respect to any matter arising in connection with the performance of its duties
hereunder, and shall not be liable for any action taken or omitted by it in good
faith in accordance with such instructions or opinions of counsel.

7.4 DSC shall maintain reasonable insurance coverage for errors and
omissions and reasonable bond coverage for fraud.

7.5 Upon notice thereof to the Fund, DSC may employ others to provide
services to DSC in its performance of this Agreement.

7.6 Personnel and facilities of DSC used to perform services hereunder
may be used to perform similar services to other funds of the Delaware Group and
to others, and may be used to perform other services for the Fund, the other
funds of the Delaware Group and others.

-10-

<PAGE>

7.7 DSC shall provide its services as transfer agent hereunder in
accordance with Section 17 of the Securities Exchange Act of 1934, and the rules
and regulations thereunder. Further, the parties intend that the processes,
procedures, safeguard and controls employed should be those generally applied
and accepted for the type services provided hereunder by other institutions
providing the same or similar services, and, those which should provide
efficient, safe and economical services so as to promote promptness and accuracy
and to maintain the integrity of the Fund's records.

7.8 The Fund and DSC may, from time to time, set forth in writing
Guidelines For Selective Procedures to be applicable to the services hereunder.

VIII. COMPENSATION

8.1 The Fund and DSC acknowledge that because DSC has common ownership
and close management ties with the Fund's investment advisor and the Fund's
distributor and serves the other funds of the Delaware Group (DSC having been
originally established to provide the services hereunder for the funds of the
Delaware Group), advantages and benefits to the Fund in the employment of DSC
hereunder can be available which may not generally be available to it from
others providing similar services.

8.2 The Fund and DSC further acknowledge that the compensation by the
Fund to DSC is intended to induce DSC to provide services under this Agreement
of a nature and quality which the Board of Directors of the Fund, including a
majority who are

-11-

<PAGE>

not parties to this Agreement or interested persons of the parties hereto, has
determined after due consideration to be necessary for the conduct of the
business of the Fund, in the best interests of the Fund, the Series and their
stockholders.

8.3 Compensation by the Fund to DSC hereunder shall be determined in
accordance with Schedule A hereto as it shall be amended from time to time as
provided for herein and which is incorporated herein as a part hereof.

8.4 Compensation as provided in Schedule A shall be reviewed and
approved in the manner set forth in Section 10.1 hereof by the Board of
Directors of the Fund at least annually and may be reviewed and approved more
frequently at the request of either party. The Board may request, and DSC shall
provide, such information as the Board may reasonably require to evaluate the
basis of and approve the compensation.

IX. STANDARD OF CARE

9.1 The Fund acknowledges that DSC shall not be liable for, and in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of the performance of its duties under this Agreement, agrees to
indemnify DSC against, any claim or deficiency arising from the performance of
DSC's duties hereunder, including DSC's costs, counsel fees and expenses
incurred in investigating or defending any such claim or any administrative or
other proceeding, and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance

-12-

<PAGE>

herewith or in accordance with Guidelines or instructions given hereunder, shall
be borne by the Fund.

X. CONTRACTUAL STATUS

10.1 This Agreement shall be executed and become effective on the date
first written above if approved by a vote of the Board of Directors of the Fund,
including an affirmative vote of a majority of the non-interested members of the
Board, cast in person at a meeting called for the purpose of voting on such
approval. It shall continue in effect for an indeterminate period, and is
subject to termination on sixty (60) days notice by either party unless earlier
terminated or amended by agreement among the parties. Compensation under this
Agreement shall require approval by a majority vote of the Board of Directors of
the Fund, including an affirmative vote of the majority of the non-interested
members of the Board cast in person at a meeting called for the purpose of
voting on such approval.

10.2 This Agreement may not be assigned without the approval of the
Fund.

-13-

<PAGE>

10.3 This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania.

DELAWARE SERVICE COMPANY, INC.

Attest: By:
------------------- --------------------------
Name: Name:
Title: Title:

[Name of Investment Company]
for the [Name(s) of Portfolio(s)]
series

Attest: By:
------------------- --------------------------
Name: Name:
Title: Title:

-14-

<PAGE>

SCHEDULE A

[Name of Investment Company]

SHAREHOLDERS SERVICES AGREEMENT

COMPENSATION SCHEDULE

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

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

3. For the period commencing on _________ __, 199_, the charge
will consist of two charges, an annual charge and a per
transaction charge for each account on DSC's records and each
account on an automated retirement processing system. These
charges are as follows:

A. ANNUAL CHARGE

Daily Dividend Funds $11.00 Per Annum
Non-Daily Dividend Funds $ 5.50 Per Annum

Merrill Lynch - Omnibus Accounts:

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

Networked Accounts $3.00-$6.00 Per Annum

<PAGE>

SCHEDULE A

[Name of Investment Company]

SHAREHOLDERS SERVICES AGREEMENT

COMPENSATION SCHEDULE
PAGE 2

B. TRANSACTION CHARGE

Transaction Charge

1. Dividend Payment $ 0.25

2. New Account $ 6.00

3. Purchase:

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

4. Transfer $ 8.00

5. Certificate Issuance $ 4.00

6. Liquidations

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

7. Exchanges

a. Dividend Exchanges $ 3.00
b. Other $10.00

<PAGE> 1

<PAGE>

SCHEDULE A

COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP*

[NAME OF INVESTMENT COMPANIES]

- --------
* Except as otherwise noted, all Portfolios included on this Schedule A are
Existing Portfolios for purposes of the compensation described on Schedule B to
that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of _________ __, 199_ ("Agreement"). All
Portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

Dated as of: __________ __, 199_

<PAGE> 1

Consent of Ernst & Young LLP, Independent Auditors

We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 16 to the Registration Statement (Form N-1A) (No.
33-41034) of Delaware Group Global & International Funds, Inc. of our report
dated January 13, 1997, included in the 1996 Annual Report to Shareholders.

/s/Ernst & Young LLP
Ernst & Young LLP

Philadelphia, Pennsylvania
April 24, 1997

<PAGE> 1

<PAGE>

EXHIBIT A

DISTRIBUTION PLAN

[Name of Investment Company]

[Name of Portfolio]

[Name of Portfolio] A CLASS

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

<PAGE>

The Plan provides that:

4. The officers of the Fund shall furnish to the Board of
Directors of the Fund, for their review, on a quarterly basis, a written report
of the amounts expended under the Plan and the purposes for which such
expenditures were made.

<PAGE>

6. (a) The Plan may be terminated at any time by vote of a
majority of the non-interested Directors or by vote of a majority of the
outstanding voting securities of the Class.

(b) The Plan may not be amended to increase materially the
amount to be spent for distribution pursuant to paragraph l thereof without
approval by the shareholders of the Class.

7. All material amendments to this Plan shall be approved by
the non-interested Directors in the manner described in paragraph 5 above.

8. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Directors shall be committed to the
discretion of such non-interested Directors.

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

_________ __, 199_

<PAGE> 1

<PAGE>

EXHIBIT B

DISTRIBUTION PLAN

[Name of Investment Company]

[Name of Portfolio]

[Name of Portfolio] B CLASS

<PAGE>
The Fund is a corporation organized under the laws of the State of
Maryland, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Management Company, Inc. serves as the Fund's investment adviser and manager
pursuant to an Investment Management Agreement. Delaware Service Company,
Inc. serves as the Fund's shareholder servicing, dividend disbursing and
transfer agent. Delaware Distributors, L.P. (the "Distributor") is the principal
underwriter and national distributor for the Fund's shares, including shares of
the Class, pursuant to the Distribution Agreement between the Distributor and
the Fund ("Distribution Agreement").

The Plan provides that:

1.(a) The Fund shall pay to the Distributor a monthly fee not to exceed
0.75% (3/4 of 1%) per annum of the Fund's average daily net assets represented
by shares of the Class as may be determined by the Fund's Board of Directors
from time to time.

(b) In addition to the amounts described in paragraph 1(a) above, the
Fund shall pay: (i) to the Distributor for payment to dealers or others or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
Fund's average daily net assets represented by shares of the Class, as a service
fee pursuant to dealer or servicing agreements.

2.(a) The Distributor shall use the monies paid to it pursuant to
paragraph 1(a) above to assist in the distribution and promotion of shares of
the Class. Payments made to the Distributor under the Plan may be used for,
among other things, preparation and distribution of advertisements, sales
literature and prospectuses and reports used for sales purposes, as well as
compensation related to sales and marketing personnel, and holding special
promotions. In addition, such fees may be used to pay for advancing the
commission costs to dealers with respect to the sale of Class shares.

<PAGE>

6. (a) The Plan may be terminated at any time by vote of a majority
of the non-interested Directors or by vote of a majority of the outstanding
voting securities of the Class.

(b) The Plan may not be amended to increase materially the
amount to be spent for distribution pursuant to paragraph 1 thereof without
approval by the shareholders of the Class.

7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.

8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.

9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.

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

_________ __, 199_

<PAGE> 1

<PAGE>

EXHIBIT C

DISTRIBUTION PLAN

[Name of Investment Company]

[Name of Portfolio]

[Name of Portfolio] C CLASS

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

The Plan provides that:

(b) In addition to the amounts described in paragraph 1(a) above, the
Fund shall pay: (i) to the Distributor for payment to dealers or others or (ii)
directly to others, an amount not to exceed 0.25% (1/4 of 1%) per annum of the
Fund's average daily net assets represented by shares of the Class, as a service
fee pursuant to dealer or servicing agreements.

<PAGE>

6.(a) The Plan may be terminated at any time by vote of a majority of
the non-interested Directors or by vote of a majority of the outstanding voting
securities of the Class.

(b) The Plan may not be amended to increase materially the amount to
be spent for distribution pursuant to paragraph 1 thereof without approval by
the shareholders of the Class.

7. All material amendments to this Plan shall be approved by the
non-interested Directors in the manner described in paragraph 5 above.

8. So long as the Plan is in effect, the selection and nomination of
the Fund's non-interested Directors shall be committed to the discretion of such
non-interested Directors.

9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.

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

_________ __, 199_

<PAGE> 1

<PAGE>

APPENDIX A

List of Funds and Their Classes

[NAMES OF INVESTMENT COMPANIES]