MAY 1, 1998
U.S. GROWTH FUND
OVERSEAS EQUITY FUND
NEW PACIFIC FUND
Class A Shares/Class B Shares/Class C Shares
SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 1998
The following replaces the information under Summary of
Expenses for Overseas Equity Fund and New Pacific Fund:
Annual Operating Expenses
(as a percentage of
average daily net assets Overseas Equity Fund
after fee waivers Class A Class B Class C
and expense payments) Shares Shares Shares
Management Fees
(after voluntary
waivers). . . . . . . . . 0.20%(1)(2) 0.20%(1)(2) 0.20%(1)(2)
12b-1 Expenses
(including service
fees)(5). . . . . . . . . 0.30%(6) 1.00% 1.00%
Other Operating Expenses . 1.35%(1) 1.35%(1) 1.35%(1)
------ ------ ------
Total Operating Expenses
(after voluntary waivers. 1.85%(1) 2.55%(1) 2.55%(1)
====== ====== ======
Annual Operating Expenses
(as a percentage of
average daily net assets New Pacific Fund
after fee waivers Class A Class B Class C
and expense payments) Shares Shares Shares
Management Fees
(after voluntary
waivers). . . . . . . . . 0.00%(3)(4) 0.00%(3)(4) 0.00%(3)(4)
12b-1 Expenses
(including service
fees)(5). . . . . . . . . 0.30%(6) 1.00% 1.00%
Other Operating Expenses
(after any voluntary
payments). . . . . . . . . 1.70%(3) 1.70%(3) 1.70%(3)
----- ----- -----
Total Operating Expenses
(after voluntary
waivers and voluntary
payments). . . . . . . 2.00%(3) 2.70%(3) 2.70%(3)
===== ===== =====
________________________
(1) Beginning May 1, 1998, Delaware Management Company (the
"Manager") elected voluntarily to waive that portion, if
any, of the annual Management Fees payable by the Overseas
Equity Fund and to pay certain expenses of this Fund to the
extent necessary to ensure that the expenses of the Fund do
not exceed on an annualized basis 1.55%, as a percentage of
average net assets (exclusive of 12b-1 Plan expenses,
taxes, interest, brokerage commissions and extraordinary
expenses) through October 31, 1998. From the close of
business on May 3, 1996 through April 30, 1998, commitments
of waiver and payment by the Manager that were different
from that currently in effect for the Fund were in place.
The expense information has been restated to reflect
current fees. Absent such fee waivers and expense
payments, Total Operating Expenses would be 2.65%, 3.35%
and 3.35% for Class A Shares, Class B Shares and Class C
Shares, respectively, including Management Fees of 1.00%.
(2) Effective September 15, 1997, the investment management fee
payable by Overseas Equity Fund changed from 1.10% of
average daily net assets to 1.00% of average daily net
assets. The expense information has been restated to
reflect that change.
(3) Beginning May 1, 1998, the Manager elected voluntarily to
waive that portion, if any, of the annual Management Fees
payable by the New Pacific Fund and to pay certain expenses
of this Fund to the extent necessary to ensure that the
expenses of the Fund do not exceed on an annualized basis
1.70%, as a percentage of average net assets (exclusive of
12b-1 Plan expenses, taxes, interest, brokerage commissions
and extraordinary expenses) through October 31, 1998. From
the close of business on May 3, 1996 through April 30,
1998, commitments of waiver and payment by the Manager that
were different from that currently in effect for the Fund
were in place. The expense information has been restated
to reflect current fees. Absent such fee waivers and
expense payments, Total Operating Expenses would be 2.85%,
3.55% and 3.55% for Class A Shares, Class B Shares and
Class C Shares, respectively, including Management Fees of
0.80%.
(4) Effective the close of business May 3, 1996, the investment
management fee payable by New Pacific Fund changed from
1.10% of average daily net assets to 0.80% of average daily
net assets. The expense information has been restated to
reflect that change.
(5) Class A Shares, Class B Shares and Class C Shares of each
Fund 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"). See Distribution (12b-1) and Service under
Management of the Funds.
(6) Prior to May 6, 1996, 12b-1 Plan expenses for Class A
Shares were 0.35%. Beginning May 6, 1996, those expenses
were reduced to 0.30%. The expense information has been
restated to reflect that change.
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 waivers and payments by the Manager as discussed above.
Assuming Redemption
1 Year 3 Years 5 Years 10 Years
Overseas Equity Fund
Class A $66(1) $103 $143 $254
Class B $66 $109 $156 $271(2)
Class C $36 $79 $126 $288
New Pacific Fund
Class A $67(1) $108 $150 $269
Class B $67 $113 $163 $286(2)
Class C $37 $83 $143 $303
Assuming No Redemption
1 Year 3 Years 5 Years 10 Years
Overseas Equity Fund
Class A $66(1) $103 $143 $254
Class B $26 $79 $136 $271(2)
Class C $26 $79 $136 $288
New Pacific Fund
Class A $67(1) $108 $150 $269
Class B $27 $83 $143 $286(2)
Class C $27 $83 $143 $303
(1) Generally, no redemption charge is assessed upon redemption
of Class A Shares. Under certain circumstances, however, a
Limited CDSC or other CDSC, which has not been reflected in
this calculation, may be imposed on certain redemptions.
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 of a Fund will be automatically converted
into Class A Shares of that 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. The ten-year
expense numbers for Class B Shares reflects the expenses of
Class B Shares for year eight and the expenses of Class A
Shares for years nine and ten. See Automatic Conversion of
Class B Shares under Classes of Shares for a description of
the automatic conversion feature.
The following supplements the section Front-End Sales
Charge -- Class A Shares under Classes of Shares:
Any financial adviser participating in the SelectSolutions
Retirement Plan incentive program who completes and files a
SelectSolutions Retirement Plan Application between April 1, 1998
and September 30, 1998 that involves the sale of Class A Shares
at net asset value may be paid an additional dealers commission
of up to 1% (subject to incremental decreases) by the Distributor
on sales made during the first six months after the start-up date
of the Plan in accordance with the terms of the incentive
program.
The following supplements the section Contingent Deferred
Sales Charge for Certain Redemptions of Class A Shares Purchased
at Net Asset Value under Redemption and Exchange:
A contingent deferred sales charge of 1% will be imposed on
redemptions of Class A Shares (or shares into which such Class A
shares are exchanged) purchased in connection with the
SelectSolutions Retirement Plan incentive program, if the
redemption is made within 12 months of when a dealer commission
was paid to the financial adviser through whom such purchase was
effected in connection with the incentive program. The
contingent deferred sales charge will be paid to the Distributor
and will be calculated in the same manner as a Limited CDSC.
This contingent deferred sales charge is in addition to any
Limited CDSC that may also be imposed on such redemptions.
MAY 1, 1998
U.S. GROWTH FUND
OVERSEAS EQUITY FUND
NEW PACIFIC FUND
Institutional Class Shares
SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 1998
Annual Operating Expenses New
(as a percentage of Overseas Pacific
average daily net assets Equity Fund Fund
after fee waivers and Institutional Institutional
expense payments) Class Class
Management Fees
(after voluntary waivers). . . . 0.20%(1)(2) 0.00%(3)(4)
12b-1 Expenses. . . . . . . . . None None
Other Operating Expenses
(after any voluntary
payments). . . . . . . . . . 1.35%(1) 1.70%(3)
------ ------
Total Operating Expenses
(after voluntary waivers
and voluntary payments). . 1.55%(1) 1.70%(3)
===== =====
(1) Beginning May 1, 1998, Delaware Management Company (the
"Manager") elected voluntarily to waive that portion, if
any, of the annual Management Fees payable by the Overseas
Equity Fund and to pay certain expenses of this Fund to the
extent necessary to ensure that the expenses of the Fund do
not exceed on an annualized basis 1.55%, as a percentage of
average net assets (exclusive of taxes, interest, brokerage
commissions and extraordinary expenses) through October 31,
1998. From the close of business on May 3, 1996 through
April 30, 1998, commitments of waiver and payment by the
Manager that were different from that currently in effect
for the Fund were in place. The expense information has
been restated to reflect current fees. Absent such fee
waivers and expense payments, Total Operating Expenses
would be 2.35%, including Management Fees of 1.00%.
(2) Effective September 15, 1997, the investment management fee
payable by Overseas Equity Fund changed from 1.10% of
average daily net assets to 1.00% of average daily net
assets. The expense information has been restated to
reflect that change.
(3) Beginning May 1, 1998, the Manager elected voluntarily to
waive that portion, if any, of the annual Management Fees
payable by the New Pacific Fund and to pay certain expenses
of this Fund to the extent necessary to ensure that the
expenses of the Fund do not exceed on an annualized basis
1.70%, as a percentage of average net assets (exclusive of
taxes, interest, brokerage commissions and extraordinary
expenses) through October 31, 1998. From the close of
business on May 3, 1996 through April 30, 1998, commitments
of waiver and payment by the Manager that were different
from that currently in effect for the Fund were in place.
The expense information has been restated to reflect
current fees. Absent such fee waivers and expense
payments, Total Operating Expenses would be 2.55%,
including Management Fees of 0.80%.
(4) Effective the close of business May 3, 1996, the investment
management fee payable by New Pacific Fund changed from
1.10% of average daily net assets to 0.80% of average daily
net assets. The expense information has been restated to
reflect that change.
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 Funds do not
charge redemption fees. The following example reflects the
voluntary waivers and payments by the Manager as discussed above.
1 Year 3 Years 5 Years 10 Years
Overseas Equity Fund
Institutional Class $16 $49 $84 $185
New Pacific Fund
Institutional Class $17 $54 $92 $201
