485BPOS 1 dgefv485b032806.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

File No. 033-11419
File No. 811-04997

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. ___ / /

Post-Effective Amendment No. 35 /X/

and/or

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

Amendment No. 35
(Check appropriate box or boxes)

DELAWARE GROUP EQUITY FUNDS V
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(Exact Name of Registrant as Specified in Charter)

2005 Market Street, Philadelphia, Pennsylvania 19103-7094
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(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (800) 523-1918

David F. Connor, Esq., 2005 Market Street, Philadelphia, PA 19103-7094
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(Name and Address of Agent for Service)

Approximate Date of Public Offering: March 30, 2006

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
-----------
X on March 30, 2006 pursuant to paragraph (b)
-----------
60 days after filing pursuant to paragraph (a) (1)
-----------
on (date) pursuant to paragraph (a)(1)
-----------
75 days after filing pursuant to paragraph (a) (2)
-----------
on (date) pursuant to paragraph (a)(2) of Rule 485
-----------

If appropriate:

-------- This post-effective amendment designates a new effective date for
a previously filed post-effective amendment

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

This Post-Effective Amendment No. 35 to Registration File No. 033-11419 includes
the following:

1. Facing Page

2. Contents Page

3. Part A - Prospectuses

4. Part B - Statement of Additional Information

5. Part C - Other Information

6. Signatures

7. Exhibits

VALUE-EQUITY [DELAWARE INVESTMENTS LOGO]

Prospectus MARCH 30, 2006

DELAWARE DIVIDEND INCOME FUND
CLASS A |X| CLASS B |X| CLASS C |X| CLASS R

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OF THIS PROSPECTUS, AND ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of contents

Fund profile page 2
Delaware Dividend Income Fund 2

How we manage the Fund page 5
Our investment strategies 5
The securities we typically invest in 6
The risks of investing in the Fund 8
Disclosure of portfolio holdings information 9

Who manages the Fund page 10
Investment manager 10
Portfolio managers 10
Who's who? 12

About your account page 14
Investing in the Fund 14
Choosing a share class 14
Dealer compensation 17
How to reduce your sales charge 18
How to buy shares 22
Fair valuation 23
Retirement plans 23
Document delivery 23
How to redeem shares 24
Account minimums 25
Special services 26
Frequent trading of Fund shares 27
Dividends, distributions and taxes 28
Certain management considerations 29

Financial highlights page 31

Glossary page 35

Profile: Delaware Dividend Income Fund

What are the Fund's goals?
Delaware Dividend Income Fund seeks to provide high current income and an
investment that has the potential for capital appreciation. Although the Fund
will strive to meet its goals, there is no assurance that it will.

What are the Fund's main investment strategies?
We invest primarily in income generating securities (debt and equity), which may
include equity securities of large, well-established companies, and debt
securities including high-yield, high-risk corporate bonds, investment-grade
fixed-income securities and U.S. government securities.

The Fund may invest up to 45% of its net assets in high-yield, higher risk
corporate bonds, commonly known as junk bonds. High-yield bonds are rated below
investment grade and are subject to greater risk that the issuing company may be
unable to make payments on interest and principal, particularly under adverse
economic conditions.

For a more complete discussion of risk, please see "The risks of investing in
the Fund" on page 8.

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

Who should invest in the Fund

o Investors with long-term financial goals.
o Investors seeking growth potential combined with regular income.
o Investors seeking supplemental quarterly income from an investment that
also offers possible protection against inflation.

Who should not invest in the Fund

o Investors with short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
sometimes significantly, over the short term.
o Investors seeking an investment primarily in fixed-income securities.

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

How has Delaware Dividend Income Fund performed?

This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how annual returns for the Fund's Class A shares have varied over
the past nine calendar years, as well as the average annual returns of Class A,
B, C and R shares for one-year, five-year and lifetime periods, as applicable.
Prior to October 1, 2003, the Fund had not engaged in a broad distribution
effort of its shares and had been subject to limited redemption requests. The
Fund's past performance (before and after taxes) is not necessarily an
indication of how it will perform in the future. The returns reflect expense
caps that were in effect during these periods and which may have been lower than
the Fund's current expenses. The returns would be lower without the expense
caps. Please see the footnotes on page 4 for additional information about the
expense caps.

[GRAPHIC OMITTED: BAR CHART SHOWING YEAR-BY-YEAR TOTAL RETURN (CLASS A)]

Year-by-year total return (Class A)

------ ----- ----- ----- ----- -------- ------- ----------- -----------
1997 1998 1999 2000 2001 2002 2003 2004 2005
------ ----- ----- ----- ----- -------- ------- ----------- -----------
34.28% 2.13% 4.73% 8.50% 2.02% 0.37% 24.36% 10.43% 2.66%
------ ----- ----- ----- ----- -------- ------- ----------- -----------

During the periods illustrated in this bar chart, Class A's highest quarterly
return was 12.21% for the quarter ended June 30, 2003 and its lowest quarterly
return was -9.47% for the quarter ended September 30, 1998.

The maximum Class A sales charge of 5.75%, which is normally deducted when you
purchase shares, is not reflected in the previous paragraph or in the bar chart.
If this fee were included, the returns would be less than those shown. The
average annual returns in the table below do include the sales charge.

Average annual returns for periods ending 12/31/05
--------------------------------------------------------------------------------------- ----------- ------------ ---------------
1 year 5 years Lifetime**
--------------------------------------------------------------------------------------- ----------- ------------ ---------------
Class A return before taxes (3.24)% 6.36% 9.21%
--------------------------------------------------------------------------------------- ----------- ------------ ---------------
Class A return after taxes on distributions (4.67)% 4.89% 6.77%
--------------------------------------------------------------------------------------- ----------- ------------ ---------------
Class A return after taxes on distributions
and sale of Fund shares (2.03)% 4.56% 6.48%
--------------------------------------------------------------------------------------- ----------- ------------ ---------------
Class B return before taxes* (2.03)% N/A 7.05%
--------------------------------------------------------------------------------------- ----------- ------------ ---------------
Class C return before taxes* 0.91% N/A 8.16%
--------------------------------------------------------------------------------------- ----------- ------------ ---------------
Class R return before taxes 2.35% N/A 8.63%
--------------------------------------------------------------------------------------- ----------- ------------ ---------------
S&P 500 Index (reflects no deduction for
fees, expenses or taxes) 4.91% 0.54% 7.63%
--------------------------------------------------------------------------------------- ----------- ------------ ---------------

The Fund's returns above are compared to the performance of the S&P 500 Index.
You should remember that, unlike the Fund, the index is unmanaged and does not
reflect the actual costs of operating a mutual fund, such as the costs of
buying, selling and holding securities. Maximum sales charges are included in
the Fund returns shown above.

After-tax performance is presented only for Class A shares of the Fund. The
after-tax returns for other Fund classes may vary. Actual after-tax returns
depend on the investor's individual tax situation and may differ from the
returns shown. After-tax returns are not relevant for shares held in
tax-deferred investment vehicles such as employer-sponsored 401(k) plans and
individual retirement accounts. The after-tax returns shown are calculated using
the highest individual federal marginal income tax rates in effect during the
Fund's lifetime and do not reflect the impact of state and local taxes. The
after-tax rate used is based on the current tax characterization of the elements
of the Fund's returns (e.g., qualified vs. non-qualified dividends) and may be
different than the final tax characterization of such elements. Past
performance, both before and after taxes, is not a guarantee of future results.

* Total returns assume redemption of shares at end of period. If shares were
not redeemed, the returns for Class B would be 1.89% and 8.16% for the
one-year and lifetime periods, respectively. If shares were not redeemed,
the returns for Class C would be 1.89% and 8.16% for the one-year and
lifetime periods, respectively.

** Lifetime returns are shown if the Fund or Class existed for less than 10
years. The inception date for the Class A shares of the Fund was December
2, 1996. The inception date for the Class B, Class C and Class R shares of
the Fund was October 1, 2003. The S&P 500 Index returns are for the Fund's
Class A lifetime. The S&P 500 Index reports returns on a monthly basis. The
Index returns for Class A lifetime reflect the return from December 31,
1996 through December 31, 2005. The Index return for Class B, Class C and
Class R lifetime was 12.56%. The Index return for Class B, Class C and
Class R lifetime reflect the return from October 31, 2003 through December
31, 2005.

What are the Fund's fees and expenses?

---------------------------------- --------------------------------------------------- ---------- ----------- -------- -----------
Sales charges are fees paid CLASS A B C R
directly from your investments --------------------------------------------------- ---------- ----------- -------- -----------
when you buy or sell shares of Maximum sales charge (load) imposed on purchases 5.75% none none none
the Fund. You do not pay sales as a percentage of offering price
charges when you buy or sell --------------------------------------------------- ---------- ----------- -------- -----------
Class R shares. Maximum contingent deferred sales charge (load) none(1) 4.00%(2) 1.00%(3) none
as a percentage of original purchase price or
redemption price, whichever is lower
--------------------------------------------------- ---------- ----------- -------- -----------
Maximum sales charge (load) imposed on reinvested none none none none
dividends
--------------------------------------------------- ---------- ----------- -------- -----------
Redemption fees none none none none
--------------------------------------------------- ---------- ----------- -------- -----------
Exchange fees none none none none
---------------------------------- --------------------------------------------------- ---------- ----------- -------- -----------

---------------------------------- -------------------------------------------------- ---------- ----------- -------- ------------
Annual fund operating expenses Management fees 0.65% 0.65% 0.65% 0.65%
are deducted from the Fund's -------------------------------------------------- ---------- ----------- -------- ------------
assets. Distribution and service (12b-1) fees 0.30%(4) 1.00% 1.00% 0.60%(4)
---------------------------------- -------------------------------------------------- ---------- ----------- -------- ------------
Other expenses 0.32% 0.32% 0.32% 0.32%
---------------------------------- -------------------------------------------------- ---------- ----------- -------- ------------
Total operating expenses 1.27% 1.97% 1.97% 1.57%
---------------------------------- -------------------------------------------------- ---------- ----------- -------- ------------
Fee Waivers & Payments (5) (0.27%) (0.22%) (0.22%) (0.32%)
---------------------------------- -------------------------------------------------- ---------- ----------- -------- ------------
Net expenses 1.00% 1.75% 1.75% 1.25%
---------------------------------- -------------------------------------------------- ---------- ----------- -------- ------------

---------------------------------- ----------- ---------- ---------- ------------------ ----------- ---------------- -------------
This example is intended to help CLASS(6) A B(7) B(7) C C R
you compare the cost of (if redeemed) (if redeemed)
investing in the Fund to the ----------- ---------- ---------- ------------------ ----------- ------------------ -------------
cost of investing in other 1 year $671 $178 $578 $178 $278 $127
mutual funds with similar ----------- ---------- ---------- ------------------ ----------- ------------------ -------------
investment objectives. We show 3 years $929 $597 $872 $597 $597 $464
the cumulative amount of Fund ----------- ---------- ---------- ------------------ ----------- ------------------ -------------
expenses on a hypothetical 5 years $1,207 $1,042 $1,267 $1,042 $1,042 $825
investment of $10,000 with an ----------- ---------- ---------- ------------------ ----------- ------------------ -------------
annual 5% return over the time 10 years $1,998 $2,097 $2,097 $2,278 $2,278 $1,840
shown.(6) -------------------------------------------------------------------------------------------------
This example reflects the net
operating expenses with expense
waivers for the one-year
contractual period and the total
operating expenses without
waivers for years two through
10. This is an example only,
and does not represent future
expenses, which may be greater
or less than those shown here.
---------------------------------- -------------------------------------------------------------------------------------------------

(1) A purchase of Class A shares of $1 million or more may be made at net asset
value. However, if you buy the shares through a financial advisor who is
paid a commission, a contingent deferred sales charge will apply to
redemptions made within two years of purchase. Additional Class A purchase
options that involve a contingent deferred sales charge may be permitted
from time to time and will be disclosed in the Prospectus if they are
available.

(2) If you redeem Class B shares during the first year after you buy them, you
will pay a contingent deferred sales charge of 4.00%, which declines to
3.25% during the second year, 2.75% during the third year, 2.25% during the
fourth and fifth years, 1.50% during the sixth year and 0% thereafter.

(3) Class C shares redeemed within one year of purchase are subject to a 1.00%
contingent deferred sales charge.

(4) The Fund's Distributor has contracted to limit the Class A shares and Class
R shares 12b-1 fees through March 31, 2007 to no more than 0.25% and
0.50%, respectively, of average daily net assets.

(5) The investment manager has contracted to waive fees and pay expenses
through March 31, 2007 in order to prevent total operating expenses
(excluding any 12b-1 fees, taxes, interest, brokerage fees, extraordinary
expenses and certain insurance costs) from exceeding 0.75% of average daily
net assets.

(6) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here.

(7) The Class B example reflects the conversion of Class B shares to Class A
shares after eight years. Information for the ninth and tenth years
reflects expenses of the Class A shares.

How we manage the Fund

Our investment strategies

We research individual companies and analyze economic and market conditions,
seeking to identify the securities or market sectors that we believe are the
best investments for the Fund. Following are descriptions of how the portfolio
management team pursues the Fund's investment goals.

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

The Fund invests primarily in a combination of income generating equity and debt
securities including, but not limited to, dividend-paying common stocks,
securities of real estate investment trusts, preferred stocks, warrants, rights,
convertible securities, non-convertible debt securities, high-yield, high-risk
securities, investment-grade fixed-income securities, U.S. government securities
and foreign equity and fixed-income securities.

Under normal circumstances, at least 50% of the Fund's total assets will be
invested in income generating equity securities. In making investments in income
generating equity securities, the Fund may invest an unlimited portion of its
total assets in convertible securities without regard to credit quality. While
debt securities may comprise up to 50% of the Fund's total assets, no more than
45% of the Fund's total assets will be invested in high-yield, high-risk debt
securities. No more than 25% of the Fund's total assets will be invested in any
one industry sector nor, as to 75% of the Fund's total assets, will more than 5%
be invested in securities of any one issuer. The Fund may invest up to 20% of
its total assets in foreign equity and debt securities. The Fund will not,
however, invest more than 5% of its total assets in securities of issuers
principally located or principally operating in markets of emerging countries.

Within the percentage guidelines noted above, the manager will determine the
proportion of the Fund's assets that will be allocated to income generating
equity securities and equity equivalents and to debt securities, based on its
analysis of economic and market conditions and its assessment of the income and
potential for appreciation that can be achieved from investments in such asset
classes. It is expected that the proportion of the Fund's total assets invested
in income generating equity securities and equity equivalent securities will
vary from 50% to 100% of the Fund's total assets. The proportion of the Fund's
total assets in debt securities will correspondingly vary from 0% to 50% of the
Fund's total assets.

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

The securities we typically invest in
Generally, the Fund invests between 50% and 100% of its assets in income
generating equity securities. Equity securities offer investors the potential
for capital appreciation, and may pay dividends as well. In addition, up to 50%
of the Fund's assets may be invested in debt securities, of which no more than
45% can include high-yield bonds. Debt securities generally offer the potential
for greater income payments than equity securities, and also may provide capital
appreciation.

---------------------------------------- ----------------------------------
Securities How we use them
---------------------------------------- ----------------------------------
Common stocks: Securities that The Fund may invest without
represent shares of ownership in a limit in common stocks, one
corporation. Stockholders participate category of income generating
in the corporation's profits and equity securities.
losses proportionate to the number of
shares they own.
---------------------------------------- ----------------------------------
Convertible securities: Usually The Fund may invest without
preferred stocks or corporate bonds limit in convertible securities,
that can be exchanged for a set number another category of income
of shares of common stock at a generating equity securities.
predetermined price. These securities These securities may be of any
typically offer higher appreciation credit quality, including those
potential than nonconvertible bonds rated below investment grade by
and greater income potential than a nationally recognized
nonconvertible preferred stocks. statistical ratings organization
(NRSRO) or those that are
unrated but deemed equivalent to
non-investment grade.
---------------------------------------- ----------------------------------
Real Estate Investment Trusts The Fund may invest without
(REITs): A company, usually traded limit in REITs, another category
publicly, that manages a portfolio of of income generating equity
real estate to earn profits for securities.
shareholders. REITs are generally
classified as equity REITs, mortgage
REITs or a combination of equity and
mortgage REITs. Equity REITs invest
the majority of their assets directly
in real property, derive income
primarily from the collection of rents
and can realize capital gains by
selling properties that have
appreciated in value. Mortgage REITs
invest the majority of their assets in
real estate mortgages and derive
income from the collection of interest
payments. By investing in REITs
indirectly through a fund, a
shareholder bears a proportionate
share of the expenses of the fund and
indirectly shares similar expenses of
the REITs.
---------------------------------------- ----------------------------------
High-yield corporate bonds (junk The Fund may invest up to 45% of
bonds): Securities that are rated net assets in high-yield
lower than investment grade by an corporate bonds, typically those
NRSRO or, if unrated, that we believe rated BBB or lower by an NRSRO.
are of comparable quality. These
securities are considered to be of
poor standing and predominately
speculative.
---------------------------------------- ----------------------------------
Foreign securities: Securities of The Fund may invest up to 20% of
issuers organized, having a majority net assets in foreign equity and
of their assets or deriving a majority debt securities.
of their operating income in foreign
countries. Investments in foreign
securities include investments in
American Depositary Receipts (ADRs),
which are securities of foreign
entities issued through a U.S. bank
representing the bank's holdings of a
stated number of shares of a foreign
corporation. An ADR entitles the
holder to all dividends and capital
gains earned by the underlying foreign
shares. ADRs are generally denominated
in U.S. dollars and are bought and
sold on a U.S. stock exchange in the
same manner as U.S. securities.
---------------------------------------- ----------------------------------

Investment company securities: In some The Fund may invest up to 10% of
cases, the Fund will purchase shares total assets in investment
of investment companies to gain company securities if they are
exposure to certain market sectors or believed to offer good
indexes. Such investment companies investment opportunities.
may include exchange-traded funds
(ETFs). We generally intend to invest
in ETFs that seek to track the
performance of specific industry
sectors or broad market indexes by
investing primarily in securities that
comprise the index or sector. Such
investment companies may be open-end
or closed-end, registered or
unregistered investment companies.
These investments involve an indirect
payment by a Fund's shareholders of a
portion of the expenses of the other
investment companies, including their
advisory fees.
---------------------------------------- ----------------------------------
Repurchase agreements: An agreement Typically, the Fund uses
between a buyer of securities, such as repurchase agreements as a
the Fund, and a seller of securities, short-term investment for its
in which the seller agrees to buy the cash position. In order to enter
securities back within a specified into these repurchase
time at the same price the buyer paid agreements, the Fund must have
for them, plus an amount equal to an collateral of at least 102% of
agreed upon interest rate. Repurchase the repurchase price. The Fund
agreements are often viewed as will only enter into repurchase
equivalent to cash. agreements in which the
collateral is comprised of U.S.
government securities.
---------------------------------------- ----------------------------------
Restricted securities: Privately The Fund may invest in privately
placed securities whose resale is placed securities including
restricted under U.S. securities laws. those that are eligible for
resale only among certain
institutional buyers without
registration, which are commonly
known as Rule 144A Securities.
Restricted securities that are
determined to be illiquid may
not exceed the Fund's 15% limit
on illiquid securities, which is
described below.
---------------------------------------- ----------------------------------
Credit default swap agreements: In a We may enter into credit default
credit default swap, a fund may swaps in order to hedge against
transfer the financial risk of a a credit event, to enhance total
credit event occurring (a bond return or to gain exposure to
default, bankruptcy, restructuring, certain securities or markets.
etc.) on a particular security or
basket of securities to another party
by paying that party a periodic
premium; likewise, a fund may assume
the financial risk of a credit event
occurring on a particular security or
basket of securities in exchange for
receiving premium payments from
another party. Credit default swaps
may be considered to be illiquid.
---------------------------------------- ----------------------------------
Illiquid securities: Securities that The Fund may invest up to 15% of
do not have a ready market, and cannot its net assets in illiquid
be easily sold within seven days at securities.
approximately the price at which a
fund has valued them. Illiquid
securities include repurchase
agreements maturing in more than seven
days.
---------------------------------------- ----------------------------------

The Fund may also invest in other securities, including warrants, rights,
preferred stocks, investment-grade fixed-income securities and U.S. government
securities. Please see the Statement of Additional Information (SAI) for
additional descriptions of these securities as well as those listed in the table
above.

Lending securities
The Fund may lend up to 25% of its assets to qualified broker/dealers and
institutional investors for their use in securities transactions. Borrowers of
the Fund's securities must provide collateral to the Fund and adjust the amount
of collateral each day to reflect changes in the value of the loaned securities.
These transactions may generate additional income for the Fund.

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

Borrowing from banks
The Fund may borrow money from banks as a temporary measure for extraordinary
purposes or to facilitate redemptions. The Fund will be required to pay interest
to the lending banks on the amounts borrowed. As a result, borrowing money could
result in the Fund being unable to meet its investment objective.

Temporary defensive positions
For temporary defensive purposes, we may hold a substantial part of the Fund's
assets in cash or cash equivalents. These investments may not be consistent with
the Fund's investment objective. To the extent that the Fund holds these
investments, the Fund may be unable to achieve its investment objective.

Portfolio turnover
We anticipate that the Fund's annual portfolio turnover may be greater than
100%. A turnover rate of 100% would occur if, for example, the Fund bought and
sold all of the securities in its portfolio once in the course of a year or
frequently traded a single security. A high rate of portfolio turnover may
increase brokerage commissions paid and could generate taxes for shareholders on
realized investment gains.

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

---------------------------------------- ----------------------------------
Risks How we strive to manage them
---------------------------------------- ----------------------------------
Market risk is the risk that all or a We invest in several different
majority of the securities in a asset classes including both
certain market -- like the stock or equity and fixed income, which
bond market -- will decline in value tend to increase and decrease in
because of factors such as economic value in different economic and
conditions, future expectations or investment conditions. We also
investor confidence. maintain a long-term investment
approach and focus on securities
that we believe can perform well
over an extended period of time
regardless of interim market
fluctuations.
---------------------------------------- ----------------------------------
Industry and security risk: Industry We limit the amount of the
risk is the risk that the value of Fund's assets invested in any
securities in a particular industry one industry and in any
will decline because of changing individual security. We also
expectations for the performance of follow a rigorous selection
that industry. Securities risk is the process when choosing securities
risk that the value of an individual for the portfolio.
stock or bond will decline because of
changing expectations for the
performance of the individual company
issuing the stock or bond.
---------------------------------------- ----------------------------------
Interest rate risk is the risk that We do not try to increase return
securities will decrease in value if by predicting and aggressively
interest rates rise. The risk is capitalizing on interest rate
greater for bonds with longer moves. We monitor economic
maturities than for those with shorter conditions and make adjustments
maturities. as necessary to guard against
undue risk from interest rate
changes.
---------------------------------------- ----------------------------------
Credit risk is the possibility that a We carefully evaluate the
bond's issuer (or an entity that financial situation of each
insures the bond) will be unable to entity whose bonds are held in
make timely payments of interest and the portfolio. We also tend to
principal. hold a relatively large number
of different bonds to minimize
the risk should any individual
issuer be unable to pay its
interest or repay principal.
This is a substantial risk of
the Fund because it may invest
up to 45% of net assets in fixed
income securities rated below
investment grade.
---------------------------------------- ----------------------------------
Real estate risk is the risk that We may invest a substantial
REITs held in the portfolio will be portion of the Fund's assets in
affected by a decline in the value of REITs, which generally offer
real estate, unfavorable national or high income potential. We
regional economic conditions, lack of carefully select REITs based on
mortgage availability, overbuilding, the quality of their management
declining rents and changes in and their ability to generate
interest rates. substantial cash flow, which we
believe can help to shield them
from some of the risks involved
with real estate investing.
---------------------------------------- ----------------------------------

Foreign risk is the risk that foreign We typically invest no more than
securities may be adversely affected 20% of the Fund's portfolio in
by political instability, changes in foreign corporations, often
currency exchange rates, foreign through ADRs. To the extent we
economic conditions or inadequate invest in foreign securities, we
regulatory and accounting standards. invest primarily in issuers of
developed countries, which are
less likely to encounter these
foreign risks than issuers in
developing countries. The Fund
may use hedging techniques to
help offset potential foreign
currency losses.
---------------------------------------- ----------------------------------
Liquidity risk is the possibility that We limit exposure to illiquid
securities cannot be readily sold securities to no more than 15%
within seven days at approximately the of the Fund's net assets.
price at which a fund values them.
---------------------------------------- ----------------------------------
Derivatives Risk is the possibility We will use derivatives for
that a Fund may experience a defensive purposes, such as to
significant loss if it employs a protect gains or hedge against
derivatives strategy (including a potential losses in a portfolio
strategy involving credit default without actually selling a
swaps) related to a security or a security, to neutralize the
securities index and that security or impact of interest rate changes,
index moves in the opposite direction to affect diversification or to
from what the portfolio management earn additional income. We will
team had anticipated. Another risk of not use derivatives for reasons
derivative transactions is the inconsistent with our investment
creditworthiness of the counterparty objectives.
because the transaction depends on the
willingness and ability of the
counterparty to fulfill its
contractual obligations. Derivatives
also involve additional expenses,
which could reduce any benefit or
increase any loss to a fund from using
the strategy.
---------------------------------------- ----------------------------------

Disclosure of portfolio holdings information
A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.

Who manages the Fund

Investment manager
The Fund is managed by Delaware Management Company, a series of Delaware
Management Business Trust, which is an indirect subsidiary of Delaware
Management Holdings, Inc. Delaware Management Company makes investment decisions
for the Fund, manages the Fund's business affairs and provides daily
administrative services. For its services to the Fund, the manager was paid an
aggregate fee of 0.43% of average daily net assets for the last fiscal year,
after giving effect to waivers by the manager.

A discussion of the basis for the Board of Trustees' approval of the Fund's
investment advisory contract is available in the Fund's semiannual report to
shareholders for the period ended May 31, 2005.

Portfolio managers
Damon J. Andres, D. Tysen Nutt, Jr., Jordan L. Irving, Anthony A. Lombardi and
Robert A. Vogel, Jr. have primary responsibility for making day-to-day
investment decisions for the equity portion of the Fund. Mr. Andres has been
managing the Fund since its inception and Messrs. Nutt, Irving, Lombardi and
Vogel assumed responsibility for the Fund in March 2005.

Timothy L. Rabe has primary responsibility for making day-to-day investment
decisions for the fixed-income portion of the Fund, for which Mr. Rabe assumed
responsibility in July 2002.

Damon J. Andres, Vice President/Senior Portfolio Manager, earned a BS in
Business Administration with an emphasis in Finance and Accounting from the
University of Richmond. Prior to joining Delaware Investments in 1994, Mr.
Andres performed investment consulting services as a Consulting Associate with
Cambridge Associates, Inc. in Arlington, Virginia. Mr. Andres is a CFA
charterholder.

D. Tysen Nutt, Jr., Senior Vice President/Senior Portfolio Manager, joined
Delaware Investments in 2004. Prior to that, Mr. Nutt graduated from Dartmouth
College with a BA. Mr. Nutt began his investment career in 1983 at Dean Witter
Reynolds where he advanced to Vice President, Investments. In 1988, he joined
investment advisor Van Deventer & Hoch (V&H), where he managed large cap value
portfolios for both institutions and private clients. As a Senior Vice President
at V&H, he was a member of the firm's Management Committee and directed new
business development in addition to his portfolio management duties. Mr. Nutt
moved to Merrill Lynch Investment Managers in 1994 and later served as leader of
the U.S. Active Large Cap Value Team, managing mutual funds and separate
accounts for institutions and private clients. He is a member of the New York
Society of Security Analysts and the CFA Institute.

Jordan L. Irving, Vice President/Senior Portfolio Manager, joined Delaware
Investments in 2004. Prior to that, Mr. Irving graduated from Yale University
with a BA in American Studies and earned a Special Diploma in Social Studies at
Oxford University the following year. He joined Merrill Lynch Investment
Managers (MLIM) as a Portfolio Manager in 1998. In 2004, Mr. Irving joined
Delaware Investments as Vice President/Senior Portfolio Manager. While working
for MLIM, Mr. Irving competed for The United States National Rowing Team,
winning a gold medal at the 1997 World Rowing Championships in Aiguebelette,
France.

Anthony A. Lombardi, Vice President/Senior Portfolio Manager, joined Delaware
Investments in 2004. Prior to that, Mr. Lombardi graduated from Hofstra
University with a BBA and MBA in Finance. Mr. Lombardi's first financial
services position was as an Investment Analyst with Crossland Savings, FSB,
Brooklyn, NY from 1989 to 1990. He started at Dean Witter Reynolds, Inc. as a
Research Assistant in 1990 and rose to the position of Vice President, Research
Analyst, which he held from 1993 to 1997. He then moved to Merrill Lynch
Investment Managers (MLIM) in 1998, joining the Capital Management Group, and
became a Portfolio Manager with the U.S. Active Large Cap Value Team in 2000. He
departed MLIM as a Director. Mr. Lombardi is a CFA charterholder and a member of
the New York Society of Security Analysts.

Robert A. Vogel, Jr., Vice President/Senior Portfolio Manager, joined Delaware
Investments in 2004. Prior to that, Mr. Vogel graduated from Loyola College in
Maryland earning both his BBA and MS in Finance. He earned his MBA with a
concentration in Finance at the Wharton School of Business at the University of
Pennsylvania. Mr. Vogel started his financial services career as a Financial
Consultant with Merrill Lynch in 1992. He then moved to Merrill Lynch Investment
Managers (MLIM) in 1997, joining the Capital Management Group, and became a
Portfolio Manager with the U.S. Active Large Cap Value Team in 1998. He departed
MLIM as a Director. In 2004, Mr. Vogel joined Delaware Investments as Vice
President/Senior Portfolio Manager. Mr. Vogel is a CFA charterholder and a
member of the New York Society of Security Analysts and the CFA Society of
Philadelphia.

Timothy L. Rabe, Senior Vice President/Senior Portfolio Manager, received a
bachelor's degree in finance from the University of Illinois. Prior to joining
Delaware Investments in 2000, Mr. Rabe was a high-yield portfolio manager for
Conseco Capital Management. Before that, he worked as a tax analyst for The
Northern Trust Company. He is a CFA charterholder.

The SAI provides additional information about the portfolio managers'
compensation, other accounts managed by the portfolio managers and the portfolio
managers' ownership of Fund shares.

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

[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED WITH
MANAGING, ADMINISTERING AND SERVICING THE DELAWARE INVESTMENTS FUNDS]

Investment Manager Board of Trustees Custodian
Delaware Management Company JPMorgan Chase Bank
2005 Market Street The Fund 4 Chase Metrotech Center
Philadelphia, PA 19103-7094 Brooklyn, NY 11245

Distributor Service agent
Delaware Distributors, L.P. Delaware Service Company, Inc.
2005 Market Street 2005 Market Street
Philadelphia, PA 19103-7094 Philadelphia, PA 19103-7094

Portfolio managers Financial intermediary wholesaler
(see page 10 for details) Lincoln Financial Distributors,
Inc.
2001 Market Street
Philadelphia, PA 19103-7055

Financial advisors

Shareholders

Board of Trustees A mutual fund is governed by a board of trustees which has
oversight responsibility for the management of the fund's business affairs.
Trustees establish procedures and oversee and review the performance of the
investment manager, the distributor and others that perform services for the
fund. Generally, at least 40% of the board of trustees must be independent of a
fund's investment manager and distributor. However, the Fund relies on certain
exemptive rules adopted by the SEC that require its Board of Trustees to be
comprised of a majority of such independent Trustees. These independent
Trustees, in particular, are advocates for shareholder interests.

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

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

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

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

Financial intermediary wholesaler Pursuant to a contractual arrangement with
Delaware Distributors, L.P., Lincoln Financial Distributors, Inc. (LFD) is
primarily responsible for promoting the sale of fund shares through
broker/dealers, financial advisors and other financial intermediaries.

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

Financial advisors Financial advisors provide advice to their clients, analyzing
their financial objectives and recommending appropriate funds or other
investments. Financial advisors are associated with securities broker/dealers
who have entered into selling and/or service arrangements with the distributor.
Selling broker/dealers and financial advisors are compensated for their
services, generally through sales commissions, and through 12b-1 fees and/or
service fees deducted from the fund's assets.

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

About your account

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

Choosing a share class

CLASS A

o Class A shares have an up-front sales charge of up to 5.75% that you pay
when you buy the shares.

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

o You may qualify for other reductions in sales charges and under certain
circumstances the sales charge may be waived, as described in "How to
reduce your sales charge" below.

o Class A shares are also subject to an annual 12b-1 fee no greater than
0.30% (currently limited to 0.25%) of average daily net assets, which is
lower than the 12b-1 fee for Class B, Class C and Class R shares. See
"Dealer compensation" below for further information.

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

o Class A shares generally are not available for purchase by anyone qualified
to purchase Class R shares, except as described below.

Class A sales charges

The table below details your sales charges on purchases of Class A shares. The
offering price for Class A shares includes the front-end sales charge. The sales
charge as a percentage of the net amount invested is the maximum percentage of
the amount invested rounded to the nearest hundredth. The actual sales charge
that you pay as a percentage of the offering price and as a percentage of the
net amount invested will vary depending on the then-current net asset value, the
percentage rate of sales charge and rounding.

----------------------------------------------------------------------------------------------------------------------
Amount of purchase Sales charge as % of offering price Sales charge as % of net amount invested
----------------------------------------------------------------------------------------------------------------------
Less than $50,000 5.75% 6.54%
----------------------------------------------------------------------------------------------------------------------
$50,000 but under $100,000 4.75% 5.41%
----------------------------------------------------------------------------------------------------------------------
$100,000 but under $250,000 3.75% 4.31%
----------------------------------------------------------------------------------------------------------------------
$250,000 but under $500,000 2.50% 3.00%
----------------------------------------------------------------------------------------------------------------------
$500,000 but under $1 million 2.00% 2.44%
----------------------------------------------------------------------------------------------------------------------
$1 million or more None (Limited CDSC may apply)* None (Limited CDSC may apply)*
----------------------------------------------------------------------------------------------------------------------

* There is no front-end sales charge when you purchase $1 million or more of
Class A shares. However, if the Distributor paid your financial advisor a
commission on your purchase of $1 million or more of Class A shares, you will
have to pay a limited contingent deferred sales charge (Limited CDSC) of 1.00%
if you redeem these shares within the first year and 0.50% if you redeem them
within the second year, unless a specific waiver of the charge applies. The
Limited CDSC will be paid to the Distributor and will be assessed on an amount
equal to the lesser 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
Investments(R)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. 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. See "Dealer compensation" below for a description of the dealer commission
that is paid.

CLASS B

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

o If you redeem Class B shares during the first year after you buy them, the
shares will be subject to a contingent deferred sales charge of 4.00%. The
contingent deferred sales charge is 3.25% during the second year, 2.75%
during the third year, 2.25% during the fourth and fifth years, 1.50%
during the sixth year and 0% thereafter.

o In determining whether the contingent deferred sales charge 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. For further information on how the
contingent deferred sales charge is determined, please see "Calculation of
Contingent Deferred Sales Charges-- Class B and Class C" below.

o Under certain circumstances the contingent deferred sales charge may be
waived; please see "Waivers of Contingent Deferred Sales Charges" below for
further information.

o For approximately eight years after you buy your Class B shares, they are
subject to annual 12b-1 fees no greater than 1.00% of average daily net
assets (of which 0.25% are service fees) paid to the Distributor, dealers
or others for providing services and maintaining shareholder accounts.

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

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

o You may purchase only up to $100,000 of Class B shares at any one time. The
limitation on maximum purchases varies for retirement plans.

CLASS C

o Class C shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. However, you will pay a contingent
deferred sales charge of 1.00% if you redeem your shares within 12 months
after you buy them.

o In determining whether the contingent deferred sales charge applies to a
redemption of 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. For further information on how the contingent deferred
sales charge is determined, please see "Calculation of Contingent Deferred
Sales Charges - Class B and Class C" below.

o Under certain circumstances the contingent deferred sales charge may be
waived; please see "Waivers of Contingent Deferred Sales Charges" below for
further information.

o Class C shares are subject to an annual 12b-1 fee no greater than 1.00% of
average daily net assets (of which 0.25% are service fees) paid to the
Distributor, dealers or others for providing services and maintaining
shareholder accounts.

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

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

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

CLASS R

o Class R shares have no up-front sales charge, so the full amount of your
purchase is invested in the Fund. Class R shares are not subject to a
contingent deferred sales charge.

o Class R shares are subject to an annual 12b-1 fee no greater than 0.60%
(currently limited to 0.50%) of average daily net assets, which is lower
than the 12b-1 fee for Class B and Class C shares.

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

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

o Class R shares generally are available only to: (i) qualified and
non-qualified plan shareholders covering multiple employees (including
401(k), 401(a), 457, and non-custodial 403(b) plans, as well as other
non-qualified deferred compensation plans) with assets (at the time shares
are considered for purchase) of $10 million or less; and (ii) to IRA
rollovers from plans maintained on the Delaware Investments(R)retirement
recordkeeping system or BISYS's retirement recordkeeping system that are
offering Class R shares to participants.

Except as noted above, no other IRA accounts are eligible for Class R shares
(e.g., no SIMPLE IRA's, SEP-IRA's, SAR/SEP IRA's, Roth IRA's, etc.). For
purposes of determining plan asset levels, affiliated plans may be combined at
the request of the plan sponsor.

Any account holding Class A shares as of October 1, 2003 (the date Class R
shares were made available) continues to be eligible to purchase Class A shares
after that date. Any account holding Class R shares is not eligible to purchase
Class A shares.

Each share class may be eligible for purchase through programs sponsored by
financial intermediaries that require the purchase of a specific class of
shares.

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

Calculation of Contingent Deferred Sales Charges - Class B and Class C
Contingent deferred sales charges are charged as a percentage of the dollar
amount subject to the contingent deferred sales charge. 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 contingent deferred sales charge will be imposed on
increases in net asset value above the initial purchase price, nor will a
contingent deferred sales charge be assessed on redemptions of shares acquired
through reinvestment 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 Class B shares or Class C shares of the Fund, even if
those shares are later exchanged for shares of another Delaware
Investments(R)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.

Dealer compensation
The financial advisor that sells you shares of the Fund may be eligible to
receive the following amounts as compensation for your investment in the Fund.
These amounts are paid by the Distributor to the securities dealer with whom
your financial advisor is associated.

-------------------------------------- ---------------- ----------------- ---------------- ----------------
Class A(1) Class B(2) Class C(3) Class R(4)
-------------------------------------- ---------------- ----------------- ---------------- ----------------
Commission (%) - 4.00% 1.00% -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
Investment less than $50,000 5.00% - - -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
$50,000 but less than $100,000 4.00% - - -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
$100,000 but less than $250,000 3.00% - - -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
$250,000 but less than $500,000 2.00% - - -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
$500,000 but less than $1,000,000 1.60% - - -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
$1,000,000 but less than $5,000,000 1.00% - - -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
$5,000,000 but less than $25,000,000 0.50% - - -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
$25,000,000 or more 0.25% - - -
-------------------------------------- ---------------- ----------------- ---------------- ----------------
12b-1 Fee to Dealer 0.30% 0.25% 1.00% 0.60%
-------------------------------------- ---------------- ----------------- ---------------- ----------------

(1) On sales of Class A shares, the Distributor re-allows to your securities
dealer a portion of the front-end sales charge depending upon the amount
you invested. Your securities dealer is eligible to receive up to 0.30% of
the 12b-1 fee applicable to Class A shares. The maximum 12b-1 fee
applicable to Class A shares is 0.30% of average daily net assets. However,
the Distributor has contracted to limit this amount to 0.25% through March
31, 2007.

(2) On sales of Class B shares, the Distributor pays your securities dealer an
up-front commission of 4.00%. Your securities dealer also may be eligible
to receive a 12b-1 service fee of up to 0.25% from the date of purchase.
After approximately eight years, Class B shares automatically convert into
Class A shares and dealers may then be eligible to receive the 0.30% 12b-1
fee applicable to Class A.

(3) On sales of Class C shares, the Distributor pays your securities dealer an
up-front commission of 1.00%. The up-front commission includes an advance
of the first year's 12b-1 service fee of up to 0.25%. During the first 12
months, the Distributor retains the full 1.00% 12b-1 fee to partially
offset the up-front commission and the prepaid 0.25% service fee advanced
at the time of purchase. Starting in the 13th month, your securities dealer
may be eligible to receive the full 1.00% 12b-1 fee applicable to Class C.

(4) On sales of Class R shares, the Distributor does not pay an up-front
commission. The maximum 12b-1 fee applicable to Class R shares is 0.60% of
average daily net assets. However, the Distributor has contracted to limit
this amount to 0.50% through March 31, 2007. Your securities dealer may be
eligible to receive a 12b-1 fee of up to 0.60% from the date of purchase,
although this rate is currently 0.50%.

How to reduce your sales charge
We offer a number of ways to reduce or eliminate the sales charge on shares.
Please refer to the SAI for detailed information and eligibility requirements.
You can also get additional information from your financial advisor. You or your
financial advisor must notify us at the time you purchase shares if you are
eligible for any of these programs. You may also need to provide information to
your financial advisor or the Fund in order to qualify for a reduction in sales
charges. Such information may include your Delaware Investments(R)Funds holdings
in any other account, including retirement accounts held indirectly or through
an intermediary and the names of qualifying family members and their holdings.
Class R shares have no up-front sales charge. We reserve the right to determine
whether any purchase is entitled, by virtue of the foregoing, to the reduced
internal sales charge.

-------------------- ------------------------------- ----------------------------------------------------------
Program How it works Share class
-------------------- ------------------------------- ----------- ------------------------------------------- --
A* B C
-------------------- ------------------------------- ----------- ----------------------------------------------
Letter of Intent Through a Letter of Intent X Although the Letter of Intent and Rights of
you agree to invest a certain Accumulation do not apply to the purchase of
amount in Delaware Class B and Class C shares, you can combine
Investments(R)Funds (except your purchase of Class A shares with your
money market funds with no purchase of Class B and Class C shares to
sales charge) over a 13-month fulfill your Letter of Intent or qualify for
period to qualify for reduced Rights of Accumulation.
front-end sales charges.

-------------------- ------------------------------- ----------- ----------------------------------------------
Rights of You can combine your holdings X
Accumulation or purchases of all Delaware
Investments(R)Funds (except
money market funds with no
sales charge) as well as the
holdings and purchases of
your spouse and children
under 21 to qualify for
reduced front-end sales
charges.
-------------------- ------------------------------- ----------- --------------------- ------------------------
Reinvestment of Up to 12 months after you For Class For Class B, your Not available.
Redeemed Shares redeem shares, you can A, you account will be
reinvest the proceeds without will not credited with the
paying a sales charge as have to contingent deferred
noted to the right. pay an sales charge you
additional previously paid on
front-end the amount you are
sales reinvesting. Your
charge. schedule for
contingent deferred
sales charges and
conversion to Class
A will not start
over again; it will
pick up from the
point at which you
redeemed your
shares.
-------------------- ------------------------------- ----------- ----------------------------------------------
SIMPLE IRA, These investment plans may X There is no reduction in sales charges for
SEP/IRA, SAR/SEP, qualify for reduced sales Class B or Class C shares for group
Profit Sharing, charges by combining the purchases by retirement plans.
Pension, 401(k), purchases of all members of
SIMPLE 401(k), the group. Members of these
403(b)(7), and 457 groups may also qualify to
Retirement Plans purchase shares without a
front-end sales charge and
may qualify for a waiver of
any contingent deferred sales
charges on Class A shares.
-------------------- ------------------------------- ----------- ----------------------------------------------

Buying Class A shares at Net Asset Value

Class A shares of the Fund may be purchased at net asset value under the
following circumstances, provided that you notify the Fund in advance that the
trade qualifies for this privilege.

o Shares purchased under the Delaware Investments Dividend Reinvestment Plan
and, under certain circumstances, the Exchange Privilege and the 12-Month
Reinvestment Privilege.

o Purchases by: (i) current and former officers, Trustees/Directors and
employees of any Delaware Investments(R)Funds, the manager or any of the
manager's current affiliates and those that may in the future be created;
(ii) legal counsel to the Delaware Investments(R)Funds; and (iii)
registered representatives and employees of broker/dealers who have entered
into Dealer's Agreements with the Distributor. Family members (regardless
of age) of such persons at their direction, and any employee benefit plan
established by any of the foregoing entities, counsel or broker/dealers may
also purchase shares at net asset value.

o Shareholders who own Class A shares of Delaware Cash Reserve Fund as a
result of a liquidation of a Delaware Investments Fund may exchange into
Class A shares of another Delaware Investments(R)Funds at net asset value.

o Purchases by bank employees who provide services in connection with
agreements between the bank and unaffiliated brokers or dealers concerning
sales of shares of Delaware Investments(R)Funds.

o Purchases by certain officers, trustees and key employees of institutional
clients of the manager or any of the manager's affiliates.

o Purchases for the benefit of the clients of brokers, dealers and registered
investment advisors if such brokers, dealers or investment advisors have
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. Investors
may be charged a fee when effecting transactions in Class A shares through
a broker or agent that offers these special investment products.

o Purchases by financial institutions investing for the account of their
trust customers if they are not eligible to purchase shares of the Fund's
Institutional Class.

o Purchases by retirement plans that are maintained on retirement platforms
sponsored by financial intermediary firms, provided the financial
intermediary firm has entered into a Class A NAV Agreement with respect to
such retirement platforms.

o Purchases by certain legacy bank sponsored retirement plans that meet
requirements set forth in the SAI.

o Purchases by certain legacy retirement assets that meet requirements set
forth in the SAI.

o Investments made by plan level and/or participant retirement accounts that
are for the purpose of repaying a loan taken from such accounts.

o Loan repayments made to a Fund account in connection with loans originated
from accounts previously maintained by another investment firm.

Waivers of Contingent Deferred Sales Charges

----------------------------------------- ------------------------ ----------------------- -------------------
Share Class
----------------------------------------- ------------------------ ----------------------- -------------------

A* B C
----------------------------------------- ------------------------ ----------------------- -------------------
Redemptions in accordance with a X X X
Systematic Withdrawal Plan, provided
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.
----------------------------------------- ------------------------ ----------------------- -------------------
Redemptions that result from the Fund's X X X
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.
----------------------------------------- ------------------------ ----------------------- -------------------
Distributions to participants or X Not available. Not available.
beneficiaries from a retirement plan
qualified under section 401(a) of the
Internal Revenue Code of 1986, as
amended (the "Code").
----------------------------------------- ------------------------ ----------------------- -------------------
Redemptions pursuant to the direction X Not available. Not available.
of a participant or beneficiary of a
retirement plan qualified under section
401(a) of the Code with respect to that
retirement plan.
----------------------------------------- ------------------------ ----------------------- -------------------
Periodic distributions from an X X X
individual retirement account (i.e.,
IRA, ROTH IRA, EDUCATION OR COVERDELL
IRA, SIMPLE IRA, SAR/SEP or SEP/IRA) or
a qualified plan** (403(b)(7) plan, 457
Deferred Compensation Plan, Profit
Sharing Plan, Money Purchase Plan or
401(k) Defined Contribution Plan) not
subject to a penalty under Section
72(t)(2)(A) of the Internal Revenue
Code ("IRC") or a hardship or
unforeseen emergency provision in the
qualified plan as described in Tres.
Reg.§1.401(k)-1(d)(2) and Section
457(d)(3) of the IRC.
----------------------------------------- ------------------------ ----------------------- -------------------
Returns of Excess Contributions due to X X X
any regulatory limit from an individual
retirement account (i.e., IRA, ROTH
IRA, EDUCATION OR COVERDELL IRA, SIMPLE
IRA, SAR/SEP or SEP/IRA) or a qualified
plan (403(b)(7) plan, 457 Deferred
Compensation Plan, Profit Sharing Plan,
Money Purchase Plan or 401(k) Defined
Contribution Plan).
----------------------------------------- ------------------------ ----------------------- -------------------
Distributions by other employee benefit X Not available. Not available. XX
plans to pay benefits.
----------------------------------------- ------------------------ ----------------------- -------------------

Systematic withdrawals from a X X X
retirement account or qualified plan
that are not subject to a penalty
pursuant to Section 72(t)(2)(A) of the
IRC or a hardship or unforeseen
emergency provision in the qualified
plan** as described in Tres. Reg.
§1.401(k)-1(d)(2) and Section 457(d)(3)
of the IRC. The systematic withdrawal
may be pursuant to Delaware
Investments(R)Funds Systematic
Withdrawal Plan or a systematic
withdrawal permitted by the IRC.
----------------------------------------- ------------------------ ----------------------- -------------------
Distributions from an account of a X X X
redemption resulting from the death or
disability (as defined in Section
72(t)(2)(A) of the IRC) of a registered
owner or a registered joint owner
occurring after the purchase of the
shares being redeemed. In the case of
accounts established under the Uniform
Gifts to Minors Act or Uniform
Transfers to Minors Act or trust
accounts, the waiver applies upon the
death of all beneficial owners.
----------------------------------------- ------------------------ ----------------------- -------------------
Redemptions by certain legacy X Not available. X
retirement assets that meet the
requirements set forth in the SAI.
----------------------------------------- ------------------------ ----------------------- -------------------
Redemptions by the classes of X Not available. Not available.
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" above.
----------------------------------------- ------------------------ ----------------------- -------------------

* The waiver for Class A shares relates to a waiver of the Limited CDSC.
Please note that you or your financial advisor will have to notify us at
the time of purchase that the trade qualifies for such waiver.

** Qualified plans that are fully redeemed at the direction of the plan's
fiduciary are subject to any applicable contingent deferred sales charge or
Limited CDSC, unless the redemption is due to the termination of the plan.

Certain sales charges may be based on historical cost. Therefore, you should
maintain any records that substantiate these costs because the Fund, its
transfer agent and financial intermediaries may not maintain this information.
Information about existing sales charges and sales charge reductions and waivers
is available free of charge in a clear and prominent format on the Delaware
Investments(R)Funds' Web site at www.delawareinvestments.com. Additional
information on sales charges can be found in the SAI.

About your account (continued)

How to buy shares

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

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By mail
Complete an investment slip and mail it with your check, made payable to the
fund and class of shares you wish to purchase, to Delaware Investments, 2005
Market Street, Philadelphia, PA 19103-7094. If you are making an initial
purchase by mail, you must include a completed investment application (or an
appropriate retirement plan application if you are opening a retirement account)
with your check.

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By wire
Ask your bank to wire the amount you want to invest to Bank of New York, ABA
#021000018, Bank Account number 8900403748. Include your account number and the
name of the fund and class of shares in which you want to invest. If you are
making an initial purchase by wire, you must first call us at 800 523-1918 so we
can assign you an account number.

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By exchange
You may exchange all or part of your investment in one or more Delaware
Investments(R)Funds for shares of other Delaware Investments(R) Funds. Please
keep in mind, however, that under most circumstances you are allowed to exchange
only between like classes of shares. To open an account by exchange, call the
Shareholder Service Center at 800 523-1918.

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Through automated shareholder services
You may purchase or exchange shares through Delaphone, our automated telephone
service, or through our Web site, www.delawareinvestments.com. For more
information about how to sign up for these services, call our Shareholder
Service Center at 800 523-1918.

How to buy shares (continued)

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

The price you pay for shares will depend on when we receive your purchase order.
If we or an authorized agent receive your order before the close of regular
trading on the New York Stock Exchange (NYSE), which is normally 4:00 p.m.
Eastern Time, you will pay that day's closing share price, which is based on the
Fund's net asset value (NAV). If your order is received after the close of
regular trading on the NYSE, you will pay the next business day's price. A
business day is any day that the NYSE is open for business (Business Day). We
reserve the right to reject any purchase order. We determine the NAV per share
for each Class of the Fund at the close of regular trading on the NYSE on each
Business Day. The NAV per share for each class of the Fund is calculated by
subtracting the liabilities of each class from its total assets and dividing the
resulting number by the number of shares outstanding for that class. We
generally price securities and other assets for which market quotations are
readily available at their market value. We price fixed-income securities on the
basis of valuations provided to us by an independent pricing service that uses
methods approved by the Board of Trustees. We price any fixed-income securities
that have a maturity of less than 60 days at amortized cost, which approximates
market value. For all other securities, we use methods approved by the Board of
Trustees that are designed to price securities at their fair market value.

Fair valuation
When the Fund uses fair value pricing, it may take into account any factors it
deems appropriate. The Fund may determine fair value based upon developments
related to a specific security, current valuations of foreign stock indices (as
reflected in U.S. futures markets) and/or U.S. sector or broader stock market
indices. The price of securities used by the Fund to calculate its NAV may
differ from quoted or published prices for the same securities. Fair value
pricing may involve subjective judgments and it is possible that the fair value
determined for a security is materially different than the value that could be
realized upon the sale of that security.

The Fund anticipates using fair value pricing for securities primarily traded on
U.S. exchanges only under very limited circumstances, such as the early closing
of the exchange on which a security is traded or suspension of trading in the
security. The Fund may use fair value pricing more frequently for securities
primarily traded in non-U.S. markets because, among other things, most foreign
markets close well before the Fund values its securities at 4:00 p.m. Eastern
Time. The earlier close of these foreign markets gives rise to the possibility
that significant events, including broad market moves, may have occurred in the
interim. To account for this, the Fund may frequently value many foreign equity
securities using fair value prices based on third party vendor modeling tools to
the extent available.

Subject to the Board's oversight, the Fund's Board has delegated responsibility
for valuing the Fund's assets to a Pricing Committee of the manager, which
operates under the policies and procedures approved by the Board, as described
above.

Retirement plans
In addition to being an appropriate investment for your IRA, Roth IRA and
Coverdell Education Savings Account, shares in the Fund may be suitable for
group retirement plans. You may establish your IRA account even if you are
already a participant in an employer-sponsored retirement plan. For more
information on how shares in the Fund can play an important role in your
retirement planning or for details about group plans, please consult your
financial advisor, or call 800 523-1918.

Document delivery
If you have an account in the same Delaware Investments(R)Fund as another member
of your household, we are sending your household one copy of the Fund's
prospectus, annual and semiannual reports unless you opt otherwise. This will
help us reduce the printing and mailing expenses associated with the Fund. We
will continue to send one copy of each of these documents to your household
until you notify us that you wish individual materials. If you wish to receive
individual materials, please call our Shareholder Service Center at 800 523-1918
or your financial advisor. We will begin sending you individual copies of these
documents 30 days after receiving your request.

About your account (continued)

How to redeem shares

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Through your financial advisor
Your financial advisor can handle all the details of redeeming your shares
(selling them back to the Fund). Your financial advisor may charge a separate
fee for this service.

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By mail
You may redeem your shares by mail by writing to: Delaware Investments, 2005
Market Street, Philadelphia, PA 19103-7094. All owners of the account must sign
the request, and for redemptions of more than $100,000, you must include a
signature guarantee for each owner. Signature guarantees are also required when
redemption proceeds are going to an address other than the address of record on
the account.

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By telephone
You may redeem up to $100,000 of your shares by telephone. You may have the
proceeds sent to you by check, or, if you redeem at least $1,000 of shares, you
may have the proceeds sent directly to your bank by wire. Bank information must
be on file before you request a wire redemption.

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

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Through automated shareholder services
You may redeem shares through Delaphone, our automated telephone service, or
through our Web site, www.delawareinvestments.com. For more information about
how to sign up for these services, call our Shareholder Service Center at 800
523-1918.

How to redeem shares (continued)

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

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

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

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

About your account (continued)

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

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

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

Electronic Delivery
With Delaware eDelivery, you can receive your fund documents electronically
instead of via U.S. mail. When you sign up for eDelivery, you can access your
account statements, shareholder reports and other fund materials online, in a
secure internet environment, at any time from anywhere.

Online Account Access
Online Account Access is a password-protected area of the Delaware
Investments(R)Web site that gives you access to your account information and
allows you to perform transactions in a secure internet environment.

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

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

Exchanges
You may generally exchange all or part of your shares for shares of the same
class in another Delaware Investments(R)Fund without paying a front-end sales
charge or a contingent deferred sales charge at the time of the exchange.
However, if you exchange shares from a money market fund that does not have a
sales charge or from Class R shares of any fund, you will pay any applicable
sales charge on your new shares. When exchanging Class B and Class C shares of
one fund for the same class of shares in other funds, your new shares will be
subject to the same contingent deferred sales charge as the shares you
originally purchased. The holding period for the contingent deferred sales
charge will also remain the same, with the amount of time you held your original
shares being credited toward the holding period of your new shares. You do not
pay sales charges on shares that you acquired through the reinvestment of
dividends. You may have to pay taxes on your exchange. When you exchange shares,
you are purchasing shares in another fund so you should be sure to get a copy of
the fund's prospectus and read it carefully before buying shares through an
exchange. We may refuse the purchase side of any exchange request if, in the
investment manager's judgment, the Fund would be unable to invest effectively in
accordance with its investment objective and policies or would otherwise
potentially be adversely affected.

Special services (continued)

MoneyLine(SM) On Demand Service
Through our MoneyLine(SM) On Demand Service, you or your financial advisor may
transfer money between your Fund account and your predesignated bank account by
telephone request. This service is not available for retirement plans. MoneyLine
has a minimum transfer of $25 and a maximum transfer of $50,000 except for
purchases into IRAs. Delaware Investments does not charge a fee for this
service; however, your bank may assess one.

MoneyLine Direct Deposit Service
Through our MoneyLine Direct Deposit Service you can have $25 or more in
dividends and distributions deposited directly to your bank account. Delaware
Investments does not charge a fee for this service; however, your bank may
assess one. This service is not available for retirement plans.

Systematic Withdrawal Plan
Through our Systematic Withdrawal Plan, you can arrange a regular monthly or
quarterly payment from your account made to you or someone you designate. If the
value of your account is $5,000 or more, you can make withdrawals of at least
$25 monthly, or $75 quarterly. You may also have your withdrawals deposited
directly to your bank account through our MoneyLine Direct Deposit Service.

The applicable limited contingent deferred sales charge for Class A shares and
the contingent deferred sales charge for Class B and C shares redeemed via a
Systematic Withdrawal Plan will be waived if the annual amount withdrawn in each
year is less than 12% of the account balance on the date that the Plan is
established. If the annual amount withdrawn in any year 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 contingent
deferred sales charge, including an assessment for previously redeemed amounts
under the Plan.

Frequent trading of Fund shares
The Fund discourages purchases by market timers and purchase orders (including
the purchase side of exchange orders) by shareholders identified as market
timers may be rejected. The Fund's Board of Trustees has adopted policies and
procedures designed to detect, deter and prevent trading activity detrimental to
the Fund and its shareholders, such as market timing. The Fund will consider
anyone who follows a pattern of market timing in any Delaware Investments(R)Fund
or the Optimum Fund Trust to be a market timer and may consider anyone who has
followed a similar pattern of market timing at an unaffiliated fund family to be
a market timer.

Market timing of a fund occurs when investors make consecutive, rapid,
short-term "roundtrips" -- that is, purchases into a fund followed quickly by
redemptions out of that fund. A short-term roundtrip is any redemption of fund
shares within 20 business days of a purchase of that fund's shares. If you make
a second such short-term roundtrip in a fund within the same calendar quarter as
a previous short-term roundtrip in that fund, you may be considered a market
timer. In determining whether market timing has occurred, the Fund will consider
short-term roundtrips to include rapid purchases and sales of Fund shares
through the exchange privilege. The Fund reserves the right to consider other
trading patterns to be market timing.

Your ability to use the Fund's exchange privilege may be limited if you are
identified as a market timer. If you are identified as a market timer, we will
execute the redemption side of your exchange order but may refuse the purchase
side of your exchange order. The Fund reserves the right to restrict, reject or
cancel, without prior notice, any purchase order or exchange order for any
reason, including any purchase order or exchange order accepted by any
shareholder's financial intermediary or in any omnibus-type account.
Transactions placed in violation of the Fund's market timing policy are not
necessarily deemed accepted by the Fund and may be cancelled or revoked by the
Fund on the next Business Day following receipt by the Fund.

Redemptions will continue to be permitted in accordance with the Fund's current
Prospectus. A redemption of shares under these circumstances could be costly to
a shareholder if, for example, the shares have declined in value, the
shareholder recently paid a front-end sales charge, the shares are subject to a
contingent deferred sales charge or the sale results in adverse tax
consequences. To avoid this risk, a shareholder should carefully monitor the
purchases, sales and exchanges of Fund shares and avoid frequent trading in Fund
shares.

Moreover, the Fund's market timing policy does not require the Fund to take
action in response to frequent trading activity. If the Fund elects not to take
any action in response to frequent trading, such frequent trading and market
timing activity could continue.

Risks of market timing
By realizing profits through short-term trading, shareholders that engage in
rapid purchases and sales or exchanges of the Fund's shares dilute the value of
shares held by long-term shareholders. Volatility resulting from excessive
purchases and sales or exchanges of Fund shares, especially involving large
dollar amounts, may disrupt efficient portfolio management. In particular, the
Fund may have difficulty implementing its long-term investment strategies if it
is forced to maintain a higher level of its assets in cash to accommodate
significant short-term trading activity. Excessive purchases and sales or
exchanges of the Fund's shares may also force the Fund to sell portfolio
securities at inopportune times to raise cash to accommodate short-term trading
activity. This could adversely affect the Fund's performance if, for example,
the Fund incurs increased brokerage costs and realization of taxable capital
gains without attaining any investment advantage.

A fund that invests significantly in foreign securities may be particularly
susceptible to short-term trading strategies. This is because foreign securities
are typically traded on markets that close well before the time the fund
calculates its NAV (typically, 4:00 p.m. Eastern Time). Developments that occur
between the closing of the foreign market and the fund's NAV calculation may
affect the value of these foreign securities. The time zone differences among
international stock markets can allow a shareholder engaging in a short-term
trading strategy to exploit differences in fund share prices that are based on
closing prices of foreign securities established some time before a fund
calculates its own share price.

Any fund that invests in securities that are thinly traded, traded infrequently
or relatively illiquid has the risk that the securities prices used to calculate
the fund's NAV may not accurately reflect current market values. A shareholder
may seek to engage in short-term trading to take advantage of these pricing
differences. Funds that may be adversely affected by such arbitrage include, in
particular, funds that significantly invest in small-cap securities, technology
and other specific industry sector securities, and in certain fixed-income
securities, such as high-yield bonds, asset-backed securities or municipal
bonds.

Transaction monitoring procedures
The Fund, through its transfer agent, maintains surveillance procedures designed
to detect excessive or short-term trading in Fund shares. This monitoring
process involves several factors, which include scrutinizing transactions in
fund shares for violations of the Fund's market timing policy or other patterns
of short-term or excessive trading. For purposes of these transaction monitoring
procedures, the Fund may consider trading activity by multiple accounts under
common ownership, control or influence to be trading by a single entity. Trading
activity identified by these factors, or as a result of any other available
information, will be evaluated to determine whether such activity might
constitute market timing. These procedures may be modified from time to time to
improve the detection of excessive or short-term trading or to address other
concerns. Such changes may be necessary or appropriate, for example, to deal
with issues specific to certain retirement plans, plan exchange limits, U.S.
Department of Labor regulations, certain automated or pre-established exchange,
asset allocation or dollar cost averaging programs, or omnibus account
arrangements.

Omnibus account arrangements are common forms of holding shares of the Fund,
particularly among certain broker/dealers and other financial intermediaries,
including sponsors of retirement plans and variable insurance products. The Fund
will attempt to apply its monitoring procedures to these omnibus accounts and to
the individual participants in such accounts. In an effort to discourage market
timers in such accounts, the Fund may consider enforcement against market timers
at the participant level and at the omnibus level, up to and including
termination of the omnibus account's authorization to purchase Fund shares.

Limitations on ability to detect and curtail market timing
Shareholders seeking to engage in market timing may employ a variety of
strategies to avoid detection and, despite the efforts of the Fund and its
agents to detect market timing in Fund shares, there is no guarantee that the
Fund will be able to identify these shareholders or curtail their trading
practices. In particular, the Fund may not be able to detect market timing
attributable to a particular investor who effects purchase, redemption and/or
exchange activity in Fund shares through omnibus accounts. The difficulty of
detecting market timing may be further compounded if these entities utilize
multiple tiers or omnibus accounts.

any distribution will vary, and there is no guarantee the Fund will pay either
an income dividend or a capital gain distribution. We automatically reinvest all
dividends and any capital gains, unless you direct us to do otherwise.

Annual Statements. Every January, you will receive a statement that shows the
tax status of distributions you received the previous year. Distributions
declared in December but paid in January are taxable as if they were paid in
December. Mutual funds may reclassify income after your tax reporting statement
is mailed to you. Prior to issuing your statement, the Fund makes every effort
to search for reclassified income to reduce the number of corrected forms mailed
to shareholders. However, when necessary, the Fund will send you a corrected
Form 1099-DIV to reflect reclassified information.

Avoid "Buying A Dividend." If you invest in the Fund shortly before the record
date of a taxable distribution, the distribution will lower the value of the
Fund's shares by the amount of the distribution and, in effect, you will receive
some of your investment back in the form of a taxable distribution.

Tax Considerations. In general, if you are a taxable investor, Fund
distributions are taxable to you at either ordinary income or capital gains tax
rates. This is true whether you reinvest your distributions in additional Fund
shares or receive them in cash.

For federal income tax purposes, Fund distributions of short-term capital gains
are taxable to you as ordinary income. Fund distributions of long-term capital
gains are taxable to you as long-term capital gains no matter how long you have
owned your shares. A portion of income dividends designated by the Fund may be
qualified dividend income eligible for taxation by individual shareholders at
long-term capital gain rates provided certain holding period requirements are
met.

A sale or redemption of Fund shares is a taxable event and, accordingly, a
capital gain or loss may be recognized. For tax purposes, an exchange of your
Fund shares for shares of a different Delaware Investments(R)Fund is the same as
a sale.

By law, if you do not provide the Fund with your proper taxpayer identification
number and certain required certifications, you may be subject to backup
withholding on any distributions of income, capital gains or proceeds from the
sale of your shares. The Fund also must withhold if the IRS instructs it to do
so. When withholding is required, the amount will be 28% of any distributions or
proceeds paid.

Fund distributions and gains from the sale or exchange of your Fund shares
generally are subject to state and local taxes. Non-U.S. investors may be
subject to U.S. withholding or estate tax, and are subject to special U.S. tax
certification requirements.

This discussion of "Dividends, distributions and taxes" is not intended or
written to be used as tax advice. Because everyone's tax situation is unique,
you should consult your tax professional about federal, state, local or foreign
tax consequences before making an investment in the Fund.

Certain management considerations

Investments by fund of funds and similar investment vehicles
The Fund may accept investments from funds of funds, including those offered by
the Delaware Investments(R)Funds, as well as similar investment vehicles, such
as 529 Plans. A "529 Plan" is a college savings program that operates under
Section 529 of the Internal Revenue Code. From time to time, the Fund may
experience large investments or redemptions due to allocations or rebalancings
by these funds of funds and/or similar investment vehicles. While it is
impossible to predict the overall impact of these transactions over time, there
could be adverse effects on portfolio management. For example, the Fund may be
required to sell securities or invest cash at times when it would not otherwise
do so. These transactions could also have tax consequences if sales of
securities result in gains, and could also increase transaction costs or
portfolio turnover. The manager will monitor transactions by the funds of funds
and will attempt to minimize any adverse effects on both the Fund and the funds
of funds as a result of these transactions.

Manager of managers structure

At a shareholder meeting held on March 23, 2005 (or as adjourned), the Fund's
shareholders approved a "manager of managers" structure that would permit
Delaware Management Company, the Fund's investment manager, to appoint and
replace sub-advisors, enter into sub-advisory agreements, and amend and
terminate sub-advisory agreements with respect to the Fund, subject to Board
approval but without shareholder approval (the "Manager of Managers Structure").
While Delaware Management Company does not currently expect to use the Manager
of Managers Structure with respect

to the Fund, Delaware Management Company may, in the future, recommend to the
Fund's Board the establishment of the Manager of Managers Structure by
recommending the hiring of one or more sub-advisors to manage all or a portion
of the Fund's portfolio if it believes that doing so would be likely to enhance
the Fund's performance by introducing a different investment style or focus.

The ability to implement the Manager of Managers Structure with respect to the
Fund is contingent upon the receipt of an exemptive order from the U.S.
Securities and Exchange Commission (the "SEC") or the adoption of a rule by the
SEC authorizing the implementation of the Manager of Managers Structure. The use
of the Manager of Managers Structure with respect to the Fund may be subject to
certain conditions set forth in the SEC exemptive order or rule. There can be no
assurance that the SEC will grant the Fund's application for an exemptive order
or adopt such a rule.

The Manager of Managers Structure would enable the Fund to operate with greater
efficiency and without incurring the expense and delays associated with
obtaining shareholder approval of sub-advisory agreements. The Manager of
Managers Structure would not permit investment management fees paid by the Fund
to be increased without shareholder approval or change Delaware Management
Company's responsibilities to the Fund, including Delaware Management Company's
responsibility for all advisory services furnished by a sub-advisor.

Financial highlights

The financial highlights tables are intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund share. This information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling 800 523-1918.

Delaware Dividend Income Fund Class A
Year ended 11/30
2005 2004 2003 2002(1) 2001

Net asset value, beginning of period $11.050 $10.210 $9.030 $9.230 $9.600

Income (loss) from investment operations:
Net investment income(2) 0.450 0.345 0.450 0.429 0.405
Net realized and unrealized gain (loss)
on investment and foreign currencies 0.081 0.891 1.213 (0.196) (0.041)
------ ------ ------ ------ -------
Total from investment operations 0.531 1.236 1.663 0.233 0.364
------ ------ ------ ------ -------
Less dividends and distributions from:
Net investment income (0.360) (0.362) (0.483) (0.433) (0.400)
Net realized gain on investments (0.081) (0.034) ----- - ---- (0.334)
------ ------ ------ ------ -------
Total dividends and distributions (0.441) (0.396) (0.483) (0.433) (0.734)
------ ------ ------ ------ -------
Net asset value, end of period $11.140 $11.050 $10.210 $9.030 $9.230
====== ====== ====== ====== =======
Total return(3) 4.89% 12.38% 19.45% 2.58% 3.87%

Ratios and supplemental data:
Net assets, end of period (000 omitted) $285,159 $105,253 $5,821 $1 $----
Ratio of expenses to average net assets 1.00% 1.00% 0.79% 0.75% 0.75%
Ratio of expenses to average net assets
prior to expense limitation and
expense paid indirectly 1.27% 1.32% 2.05% 1.30% 1.05%
Ratio of net investment income to
average net assets 4.05% 3.26% 4.69% 4.71% 4.38%
Ratio of net investment income to
average net assets prior to expense
limitation and expenses paid
indirectly 3.78% 2.94% 3.43% 4.16% 4.08%
Portfolio turnover 85% 95% 212% 188% 89%

Delaware Dividend Income Fund Class B
10/1/03(4)
through
Year ended 11/30 11/30/03
2005 2004

Net asset value, beginning of period $11.040 $10.200 $9.950

Income (loss) from investment operations:
Net investment income(2) 0.367 0.267 0.051
Net realized and unrealized gain (loss)
on investments 0.079 0.889 0.199
------ ------ ------
Total from investment operations 0.446 1.156 0.250
------ ------ ------
Less dividends and distributions from:
Net investment income (0.275) (0.282) -----
Net realized gain on investments (0.081) (0.034) -----
------ ------ ------
Total dividends and distributions (0.356) (0.316) -----
------ ------ ------
Net asset value, end of period $11.130 $11.040 $10.200
======= ======= ======
Total return(3) 4.09% 11.54% 2.51%

Ratios and supplemental data:
Net assets, end of period (000 omitted) $57,904 $32,165 $2,125
Ratio of expenses to average net assets 1.75% 1.75% 1.75%
Ratio of expenses to average net assets
prior to expense limitation and
expense paid indirectly 1.97% 2.02% 4.10%
Ratio of net investment income to
average net assets 3.30% 2.51% 3.65%
Ratio of net investment income to
average net assets prior to expense
limitation and expense paid indirectly 3.08% 2.25% 1.30%
Portfolio turnover 85% 95% 212%

Delaware Dividend Income Fund Class C
10/1/03(4)
through
Year ended 11/30 11/30/03
2005 2004

Net asset value, beginning of period $11.040 $10.200 $9.950

Ratios and supplemental data:
Net assets, end of period (000 omitted) $165,663 $82,083 $4,341
Ratio of expenses to average net assets 1.75% 1.75% 1.75%
Ratio of expenses to average net assets
prior to expense limitation and
expense paid indirectly 1.97% 2.02% 4.10%
Ratio of net investment income to
average net assets 3.30% 2.52% 3.65%
Ratio of net investment income to
average net assets prior to expense
limitation and expense paid indirectly 3.08% 2.25% 1.30%
Portfolio turnover 85% 95% 212%

(1) As required, effective December 1, 2001, the Fund adopted the provisions of
the AICPA Audit and Accounting Guide for Investment Companies that requires
amortization of all premiums and discounts on debt securities. The effect
of this change for the year ended November 30, 2002 was a decrease in net
investment income per share of $0.048, an increase in net realized and
unrealized gain (loss) per share of $0.048, and a decrease in the ratio of
net investment income to average net assets of 0.53%. Per share data and
ratios for periods prior to December 1, 2001 have not been restated to
reflect this change in accounting.

(2) The average shares outstanding method has been applied for per share
information.

(3) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of dividends and
distributions at net asset value and does not reflect an impact of a sales
charge. Total investment return reflects a waiver and payment of fees by
the manager and the distributor. Performance would have been lower had the
expense limitation not been in effect.

(4) Date of commencement of operations; ratios have been annualized and total
return has not been annualized.

Delaware Dividend Income Fund Class R
10/1/03(1)
through
Year ended 11/30 11/30/03
2005 2004

Net asset value, beginning of period $11.040 $10.220 $9.950

Income (loss) from investment operations:
Net investment income(2) 0.416 0.308 0.056
Net realized and unrealized gain (loss)
on investments 0.078 0.879 0.214
------ ------ ------
Total from investment operations 0.494 1.187 0.270
------ ------ ------

Less dividends and distributions from:
Net investment income (0.323) (0.333) -----
Net realized gain on investments (0.081) (0.034) -----
------ ------ ------
Total dividends and distributions (0.404) (0.367) -----
------ ------ ------

Net asset value, end of period $11.130 $11.040 $10.220
====== ====== ======

Total return(3) 4.55% 11.86% 2.71%

Ratios and supplemental data:
Net assets, end of period (000 omitted) $1,429 $373 $3
Ratio of expenses to average net assets 1.30% 1.35% 1.35%
Ratio of expenses to average net assets
prior to expense limitation and expense
paid indirectly 1.57% 1.62% 3.70%
Ratio of net investment income to
average net assets 3.75% 2.89% 4.05%
Ratio of net investment income to
average net assets prior to expense
limitation and expense paid indirectly 3.48% 2.62% 1.70%
Portfolio turnover 85% 95% 212%

(1) Date of commencement of operations; ratios have been annualized and total
return has not been annualized.

(2) The average shares outstanding method has been applied for per share
information.

(3) Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of dividends and
distributions at net asset value. Total investment return reflects a waiver
and payment of fees by the manager and the distributor. Performance would
have been lower had the expense limitation not been in effect.

How to read the financial highlights

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

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

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

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

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

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

Ratio of net investment income (loss) to average net assets
We determine this ratio by dividing net investment income (loss) by average net
assets.

Portfolio turnover
This figure tells you the amount of trading activity in a fund's portfolio. A
turnover rate of 100% would occur if, for example, a fund bought and sold all of
the securities in its portfolio once in the course of a year or frequently
traded a single security. A high rate of portfolio turnover in any year may
increase brokerage commissions paid and could generate taxes for shareholders on
realized investment gains.

Glossary

How to use this glossary
This glossary includes definitions of investment terms, many of which are used
throughout the Prospectus. If you would like to know the meaning of an
investment term that is not explained in the text please check the glossary.

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

Appreciation
An increase in the value of an investment.

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

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

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

Capital
The amount of money you invest.

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

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

Compounding
Earnings on an investment's previous earnings.

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

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

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

Cost basis
The original purchase price of an investment; used in determining capital gains
and losses.

Depreciation
A decline in an investment's value.

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

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

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

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

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

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

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

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

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

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

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

NASD
The National Association of Securities Dealers, Inc., which is responsible for
regulating the securities industry.

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

Net assets
The total value of all the assets in a fund's portfolio, less any liabilities.

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

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

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

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

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

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

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

Sales charge
A commission that is charged on the purchase or redemption of fund shares sold
through financial advisors. May vary with the amount invested. Typically used to
compensate financial advisors for advice and service provided.

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

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

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

S&P 500 Index
The S&P 500 Index is an unmanaged index of 500 widely held common stocks that is
often used to represent performance of the U.S. stock market.

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

Statement of Additional Information (SAI)
A document that provides more information about a fund's organization,
management, investments, policies and risks.

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

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

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

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

DELAWARE DIVIDEND Additional information about the Fund's investments is
INCOME FUND available in the Fund's annual and semiannual reports to
shareholders. In the Fund's shareholder reports, you will
find a discussion of the market conditions and investment
strategies that significantly affected the Fund's
performance during the period covered by the report. You can
find more information about the Fund in the current
Statement of Additional Information (SAI), which we have
filed electronically with the Securities and Exchange
Commission (SEC) and which is legally a part of this
Prospectus (it is incorporated by reference). If you want a
free copy of the SAI, the annual or semiannual report, or if
you have any questions about investing in the Fund, you can
write to us at 2005 Market Street, Philadelphia, PA
19103-7094, or call toll-free 800 523-1918. The Fund's SAI
and annual and semiannual reports to shareholders are also
available, free of charge, through the Fund's internet Web
site (www.delawareinvestments.com). You may also obtain
additional information about the Fund from your financial
advisor.

You can find reports and other information about the Fund on
the EDGAR Database on the SEC Web site (www.sec.gov). You
can also get copies of this information, after payment of a
duplicating fee, by e-mailing the SEC at publicinfo@sec.gov
or by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-0102. Information about the Fund,
including its SAI, can be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. You can get
information on the Public Reference Room by calling the SEC
at 202 942-8090.
------------------------------------------------------------

Web Site
www.delawareinvestments.com

Email
service@delinvest.com

Shareholder Service Center
800 523-1918
Call the Shareholder Service Center Monday to Friday, 8 a.m.
to 7 p.m. Eastern Time:

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

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

Delaphone Service
800 362-FUND (800 362-3863)

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

DELAWARE FUND SYMBOLS
Delaware Dividend Income Fund CUSIP NASDAQ
Class A 24610B107 DDIAX
Class B 24610B206 DDDBX
Class C 24610B305 DDICX
Class R 24610B842 DDDRX

Investment Company Act file number: 811-4997

PR - 129 [11/30] IVES 3/06 MF-06-03-034
PO 10884

VALUE-EQUITY [DELAWARE INVESTMENTS LOGO]

Prospectus MARCH 30, 2006

DELAWARE DIVIDEND INCOME FUND
INSTITUTIONAL CLASS

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OF THIS PROSPECTUS, AND ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of contents

Fund profile Page 2
Delaware Dividend Income Fund

How we manage the Fund Page 5
Our investment strategies 5
The securities we typically invest in 6
The risks of investing in the Fund 9
Disclosure of portfolio holdings information 10

Who manages the Fund Page 11
Investment manager 11
Portfolio managers 11
Who's who? 13

About your account Page 15
Investing in the Fund 15
How to buy shares 16
Fair valuation 17
Document delivery 17
How to redeem shares 18
Account minimum 18
Exchanges 18
Frequent trading of Fund shares 19
Dividends, distributions and taxes 20
Certain management considerations 21

Financial highlights Page 22

Glossary Page 24

Profile: Delaware Dividend Income Fund

What is the Fund's goal?
Delaware Dividend Income Fund seeks to provide high current income and an
investment that has the potential for capital appreciation. Although the Fund
will strive to meet its goals, there is no assurance that it will.

For a more complete discussion of risk, please see "The risks of investing in
the Fund" on page 9.

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

Who should invest in the Fund
o Investors with long-term financial goals.
o Investors seeking growth potential combined with regular income.
o Investors seeking supplemental quarterly income from an investment that
also offers possible protection against inflation.

Who should not invest in the Fund
o Investors with short-term financial goals.
o Investors who are unwilling to accept share prices that may fluctuate,
sometimes significantly, over the short term.
o Investors seeking an investment primarily in fixed-income securities.

How has Delaware Dividend Income Fund performed?

This bar chart and table can help you evaluate the risks of investing in the
Fund. We show how annual returns for the Fund's Institutional Class shares have
varied over the past nine calendar years, as well as the average annual returns
of Institutional Class shares for one-year, five-year and lifetime periods.
Prior to October 1, 2003, the Fund had not engaged in a broad distribution
effort of its shares and had been subject to limited redemption requests. The
Fund's past performance (before and after taxes) is not necessarily an
indication of how it will perform in the future. The returns reflect expense
caps that were in effect during certain periods and which may have been lower
than the Fund's current expenses. The returns would be lower without the expense
caps. Please see the footnotes on page 4 for additional information about the
expense caps.

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

Year-by-year total return (Institutional Class)

--------- ------- -------- -------- -------- -------- -------- -------- --------
1997 1998 1999 2000 2001 2002 2003 2004 2005
--------- ------- -------- -------- -------- -------- -------- -------- --------
33.86% 2.14% 4.74% 8.62% 2.02% 0.37% 24.45% 10.70% 3.01%
--------- ------- -------- -------- -------- -------- -------- -------- --------

During the periods illustrated in this bar chart, the Institutional Class'
highest quarterly return was 12.21% for the quarter ended June 30, 2003 and its
lowest quarterly return was -9.48% for the quarter ended September 30, 1998.

The Fund's returns above are compared to the performance of the S&P 500 Index.
You should remember that, unlike the Fund, the Index is unmanaged and does not
reflect the actual costs of operating a mutual fund, such as the costs of
buying, selling and holding securities.

Actual after-tax returns depend on the investor's individual tax situation and
may differ from the returns shown. After-tax returns are not relevant for shares
held in tax-deferred investment vehicles such as employer-sponsored 401(k) plans
and individual retirement accounts. The after-tax returns shown are calculated
using the highest individual federal marginal income tax rates in effect during
the Fund's lifetime and do not reflect the impact of state and local taxes. The
after-tax rate used is based on the current tax characterization of the elements
of the Fund's returns (e.g., qualified vs. non-qualified dividends) and may be
different than the final tax characterization of such elements. Past
performance, both before and after taxes, is not a guarantee of future results.

* S&P 500 Index reports returns on a monthly basis. This figure reflects the
return from December 31, 1996 through December 31, 2005.

What are the Fund's fees and expenses?

-------------------------------------------------- ------------------------------------------------ -----------
You do not pay sales charges directly from Maximum sales charge (load) imposed on
your investments when you buy or sell shares purchases as a percentage of offering price none
of the Institutional Class. ------------------------------------------------ -----------
Maximum contingent deferred sales charge
(load) as a percentage of original purchase
price or redemption price, whichever is lower none
------------------------------------------------ -----------
Maximum sales charge (load) imposed on
reinvested dividends none
------------------------------------------------ -----------
Redemption fees none
------------------------------------------------ -----------
Exchange fees(1) none
-------------------------------------------------- ------------------------------------------------ -----------

-------------------------------------------------- ------------------------------------------------ -----------
Annual fund operating expenses are Management fees 0.65%
deducted from the Fund's assets. ------------------------------------------------ -----------
Distribution and service (12b-1) fees none
------------------------------------------------ -----------
Other expenses 0.32%
------------------------------------------------ -----------
Total operating expenses 0.97%
------------------------------------------------ -----------
Fee waivers and payments(2) (0.22%)
------------------------------------------------ -----------
Net expenses 0.75%
-------------------------------------------------- ------------------------------------------------ -----------

-------------------------------------------------- ------------------------------------------------ -----------
This example is intended to help you compare 1 year $77
the cost of investing in the Fund to the cost of ------------------------------------------------ -----------
investing in other mutual funds with similar 3 years $287
investment objectives. We show the cumulative ------------------------------------------------ -----------
amount of Fund expenses on a hypothetical 5 years $515
investment of $10,000 with an annual 5% ------------------------------------------------ -----------
return over the time shown.(3) This example 10 years $1,170
reflects the net operating expenses with ------------------------------------------------ -----------
expense waivers for the one-year contractual
period and the total operating expenses
without waivers for years two through 10.
This is an example only, and does not represent
future expenses, which may be greater or less
than those shown here.
-------------------------------------------------- ------------------------------------------------------------

(1) Exchanges are subject to the requirements of each Delaware
Investments(R)Fund. A front-end sales charge may apply if you exchange your
shares into a fund that has a front-end sales charge.

(2) The investment manager has contracted to waive fees and pay expenses
through March 31, 2007 in order to prevent total operating expenses
(excluding any taxes, interest, brokerage fees, extraordinary expenses and
certain insurance costs) from exceeding 0.75% of average daily net assets.

(3) The Fund's actual rate of return may be greater or less than the
hypothetical 5% return we use here.

How we manage the Fund

Our investment strategies
We research individual companies and analyze economic and market conditions,
seeking to identify the securities or market sectors that we believe are the
best investments for the Fund. Following are descriptions of how the portfolio
management team pursues the Fund's investment goals.

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

------------------------------------------------------------------- ----------------------------------------------------------------
Securities How we use them
------------------------------------------------------------------- ----------------------------------------------------------------
Common stocks: Securities that represent shares of ownership in a The Fund may invest without limit in common stocks, one
corporation. Stockholders participate in the corporation's category of income generating equity securities.
profits and losses proportionate to the number of shares they own.
------------------------------------------------------------------- ----------------------------------------------------------------
Convertible securities: Usually preferred stocks or corporate The Fund may invest without limit in convertible securities,
bonds that can be exchanged for a set number of shares of common another category of income generating equity securities. These
stock at a predetermined price. These securities typically offer securities may be of any credit quality, including those rated
higher appreciation potential than nonconvertible bonds and below investment grade by a nationally recognized statistical
greater income potential than nonconvertible preferred stocks. ratings organization (NRSRO) or those that are unrated but
deemed equivalent to non-investment grade.
------------------------------------------------------------------- ----------------------------------------------------------------
Real Estate Investment Trusts (REITs): A company, usually traded The Fund may invest without limit in REITs, another category of
publicly, that manages a portfolio of real estate to earn profits income generating equity securities.
for shareholders. REITs are generally classified as equity
REITs, mortgage REITs or a combination of equity and mortgage
REITs. Equity REITs invest the majority of their assets directly
in real property, derive income primarily from the collection of
rents and can realize capital gains by selling properties that
have appreciated in value. Mortgage REITs invest the majority of
their assets in real estate mortgages and derive income from the
collection of interest payments. By investing in REITs
indirectly through a fund, a shareholder bears a proportionate
share of the expenses of the fund and indirectly shares similar
expenses of the REITs.
------------------------------------------------------------------- ----------------------------------------------------------------
High-yield corporate bonds (junk bonds): Securities that are The Fund may invest up to 45% of net assets in high-yield
rated lower than investment grade by an NRSRO or, if unrated, corporate bonds, typically those rated BBB or lower by an NRSRO.
that we believe are of comparable quality. These securities are
considered to be of poor standing and predominately speculative.
------------------------------------------------------------------- ----------------------------------------------------------------
Foreign securities: Securities of issuers organized, having a The Fund may invest up to 20% of net assets in foreign equity
majority of their assets, or deriving a majority of their and debt securities.
operating income, in foreign countries. Investments in foreign
securities include investments in American Depositary Receipts
(ADRs), which are securities of foreign entities issued through a
U.S. bank representing the bank's holdings of a stated number of
shares of a foreign corporation. An ADR entitles the holder to
all dividends and capital gains earned by the underlying foreign
shares. ADRs are generally denominated in U.S. dollars and are
bought and sold on a U.S. stock exchange in the same manner as
U.S. securities.
------------------------------------------------------------------- ----------------------------------------------------------------

------------------------------------------------------------------- ----------------------------------------------------------------
Securities How we use them
------------------------------------------------------------------- ----------------------------------------------------------------
Investment company securities: In some cases, the Fund will The Fund may invest up to 10% of total assets in investment
purchase shares of investment companies to gain exposure to company securities if they are believed to offer good
certain market sectors or indexes. Such investment companies may investment opportunities.
include exchange-traded funds (ETFs). We generally intend to
invest in ETFs that seek to track the performance of specific
industry sectors or broad market indexes by investing primarily
in securities that comprise the index or sector. Such investment
companies may be open-end or closed-end, registered or
unregistered investment companies. These investments involve an
indirect payment by a fund's shareholders of a portion of the
expenses of the other investment companies, including their
advisory fees.
------------------------------------------------------------------- ----------------------------------------------------------------
Repurchase agreements: An agreement between a buyer of Typically, the Fund uses repurchase agreements as a short-term
securities, such as the Fund, and a seller of securities, in investment for its cash position. In order to enter into these
which the seller agrees to buy the securities back within a repurchase agreements, the Fund must have collateral of at
specified time at the same price the buyer paid for them, plus an least 102% of the repurchase price. The Fund will only enter
amount equal to an agreed upon interest rate. Repurchase into repurchase agreements in which the collateral is comprised
agreements are often viewed as equivalent to cash. of U.S. government securities.
------------------------------------------------------------------- ----------------------------------------------------------------
Restricted securities: Privately placed securities whose resale The Fund may invest in privately placed securities including
is restricted under U.S. securities laws. those that are eligible for resale only among certain
institutional buyers without registration, which are commonly
known as Rule 144A Securities. Restricted securities that are
determined to be illiquid may not exceed the Fund's 15% limit
on illiquid securities, which is described below.
------------------------------------------------------------------- ----------------------------------------------------------------
Credit default swap agreements: In a credit default swap, a fund We may enter into credit default swaps in order to hedge
may transfer the financial risk of a credit event occurring (a against a credit event, to enhance total return or to gain
bond default, bankruptcy, restructuring, etc.) on a particular exposure to certain securities or markets.
security or basket of securities to another party by paying that
party a periodic premium; likewise, a fund may assume the
financial risk of a credit event occurring on a particular
security or basket of securities in exchange for receiving
premium payments from another party. Credit default swaps may be
considered to be illiquid.
------------------------------------------------------------------- ----------------------------------------------------------------
Illiquid securities: Securities that do not have a ready market, The Fund may invest up to 15% of its net assets in illiquid
and cannot be easily sold within seven days at approximately the securities.
price at which a fund has valued them. Illiquid securities
include repurchase agreements maturing in more than seven days.
------------------------------------------------------------------- ----------------------------------------------------------------

Borrowing from banks
The Fund may borrow money from banks as a temporary measure for extraordinary
purposes or to facilitate redemptions. The Fund will be required to pay interest
to the lending bank on the amounts borrowed. As a result, borrowing money could
result in the Fund being unable to meet its investment objective.

------------------------------------------------------------------- ----------------------------------------------------------------
Risks How we strive to manage them
------------------------------------------------------------------- ----------------------------------------------------------------
Market risk is the risk that all or a majority of the securities We invest in several different asset classes including both
in a certain market -- like the stock or bond market -- will equity and fixed income, which tend to increase and decrease in
decline in value because of factors such as economic conditions, value in different economic and investment conditions. We also
future expectations or investor confidence. maintain a long-term investment approach and focus on
securities that we believe can perform well over an extended
period of time regardless of interim market fluctuations.
------------------------------------------------------------------- ----------------------------------------------------------------
Industry and security risk: Industry risk is the risk that the We limit the amount of the Fund's assets invested in any one
value of securities in a particular industry will decline because industry and in any individual security or issuer. We also
of changing expectations for the performance of that industry. follow a rigorous selection process when choosing securities
Securities risk is the risk that the value of an individual stock for the portfolio.
or bond will decline because of changing expectations for the
performance of the individual company issuing the stock or bond.
------------------------------------------------------------------- ----------------------------------------------------------------
Interest rate risk is the risk that securities will decrease in We do not try to increase return by predicting and aggressively
value if interest rates rise. The risk is greater for bonds with capitalizing on interest rate moves. We monitor economic
longer maturities than for those with shorter maturities. conditions and make adjustments as necessary to guard against
undue risk from interest rate changes.
------------------------------------------------------------------- ----------------------------------------------------------------
Credit risk is the possibility that a bond's issuer (or an entity We carefully evaluate the financial situation of each entity
that insures the bond) will be unable to make timely payments of whose bonds are held in the portfolio. We also tend to hold a
interest and principal. relatively large number of different bonds to minimize the risk
should any individual issuer be unable to pay its interest or
repay principal. This is a substantial risk of the Fund
because it may invest up to 45% of net assets in fixed income
securities rated below investment grade.
------------------------------------------------------------------- ----------------------------------------------------------------
Real estate risk is the risk that REITs held in the portfolio We may invest a substantial portion of the Fund's assets in
will be affected by a decline in the value of real estate, REITs, which generally offer high income potential. We
unfavorable national or regional economic conditions, lack of carefully select REITs based on the quality of their management
mortgage availability, overbuilding, declining rents and changes and their ability to generate substantial cash flow, which we
in interest rates. believe can help to shield them from some of the risks involved
with real estate investing.
------------------------------------------------------------------- ----------------------------------------------------------------
Foreign risk is the risk that foreign securities may be adversely We typically invest no more than 20% of the Fund's portfolio in
affected by political instability, changes in currency exchange foreign corporations often through ADRs. To the extent we
rates, foreign economic conditions or inadequate regulatory and invest in foreign securities, we invest primarily in issuers of
accounting standards. developed countries, which are less likely to encounter these
foreign risks than issuers in developing countries. The Fund
may use hedging techniques to help offset potential foreign
currency losses.
------------------------------------------------------------------- ----------------------------------------------------------------
Liquidity risk is the possibility that securities cannot be We limit exposure to illiquid securities to no more than 15% of
readily sold within seven days at approximately the price at the Fund's net assets.
which a fund values them.
------------------------------------------------------------------- ----------------------------------------------------------------

Disclosure of portfolio holdings information
A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's SAI.

Who manages the Fund

Timothy L. Rabe has primary responsibility for making day-to-day investment
decisions for the fixed-income portion of the Fund, for which Mr. Rabe assumed
responsibility in July 2002.

The SAI provides additional information about the portfolio managers'
compensation, other accounts managed by the portfolio
managers and the portfolio managers' ownership of Fund shares.

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

[GRAPHIC OMITTED: DIAGRAM SHOWING THE VARIOUS ORGANIZATIONS INVOLVED WITH
MANAGING, ADMINISTERING AND SERVICING THE DELAWARE INVESTMENTS FUNDS]

Board of Trustees
Investment manager Custodian
Delaware Management Company JPMorgan Chase Bank
2005 Market Street 4 Chase Metrotech Center
Philadelphia, PA 19103-7094 The Fund Brooklyn, NY 11245

Distributor Service agent
Delaware Distributors, L.P. Delaware Service Company, Inc.
2005 Market Street 2005 Market Street
Philadelphia, PA 19103-7094 Philadelphia, PA 19103-7094

Financial intermediary wholesaler
Lincoln Financial Distributors, Inc.
2001 Market Street
Philadelphia, PA 19103-7055
Portfolio managers
(see page 11 for details)

Shareholders

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

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

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

About your account

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

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

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

o institutional advisory accounts (including mutual funds) managed by the
Fund's manager or its affiliates and clients of Delaware Investment
Advisers, an affiliate of the manager, as well as affiliates, corporate
sponsors, subsidiaries, related employee benefit plans and rollover
individual retirement accounts of or from such institutional advisory
accounts;

o a bank, trust company and similar financial institution investing for its
own account or for the account of its trust customers for whom the
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;

o registered investment advisors investing on behalf of clients that consist
solely of institutions and high net-worth individuals having at least
$1,000,000 entrusted to the advisor for investment purposes. Use of
Institutional Class shares is restricted to advisors who are not affiliated
or associated with a broker or dealer and who derive compensation for their
services exclusively from their advisory clients;

o certain plans qualified under Section 529 of the Internal Revenue Code for
which the Fund's manager, Distributor or service agent or one or more of
their affiliates provide record keeping, administrative, investment
management, marketing, distribution or similar services; and

o programs sponsored by financial intermediaries where such programs require
the purchase of Institutional Class shares.

How to buy shares

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By exchange
You may exchange all or part of your investment in one or more Delaware
Investments(R) Funds for shares of other Delaware Investments(R) Funds. Please
keep in mind, however, that you may not exchange your shares for Class B, Class
C or Class R shares. To open an account by exchange, call your Client Services
Representative at 800 510-4015.

[GRAPHIC OMITTED: SYMBOL OF A PERSON]

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

We determine the NAV per share for each Class of the Fund at the close of
regular trading on the NYSE on each Business Day. The NAV per share for each
class of the Fund is calculated by subtracting the liabilities of each class
from its total assets and dividing the resulting number by the number of shares
outstanding for that class. We generally price securities and other assets for
which market quotations are readily available at their market value. We price
fixed-income securities on the basis of valuations provided to us by an
independent pricing service that uses methods approved by the Board of Trustees.
We price any fixed-income securities that have a maturity of less than 60 days
at amortized cost, which approximates market value. For all other securities, we
use methods approved by the Board of Trustees that are designed to price
securities at their fair market value.

About your account (continued)

Document delivery
If you have an account in the same Delaware Investments(R)Fund as another person
or entity at your address, we are sending you one copy of the Fund's prospectus,
annual and semiannual reports to that address unless you opt otherwise. This
will help us reduce the printing and mailing expenses associated with the Fund.
We will continue to send one copy of each of these documents to that address
until you notify us that you wish individual materials. If you wish to receive
individual materials, please call your Client Services Representative at 800
510-4015. We will begin sending you individual copies of these documents 30 days
after receiving your request.

How to redeem shares

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By mail
You may redeem your shares (sell them back to the Fund) by mail by writing to:
Delaware Investments, 2005 Market Street, Philadelphia, PA 19103-7094. All
owners of the account must sign the request, and for redemptions of more than
$100,000, you must include a signature guarantee for each owner. You can also
fax your written request to 267 256-8990. Signature guarantees are also required
when redemption proceeds are going to an address other than the address of
record on the account.

[GRAPHIC OMITTED: SYMBOL OF A TELEPHONE]

[GRAPHIC OMITTED: SYMBOL OF A JAGGED LINE]

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

[GRAPHIC OMITTED: SYMBOL OF A PERSON]

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

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

When you send us a properly completed request to redeem or exchange shares, and
we or an authorized agent receive the request before the close of regular
trading on the NYSE (normally 4:00 p.m. Eastern Time), you will receive the NAV
next determined after we receive your request. If we receive your request after
the close of regular trading on the NYSE, you will receive the NAV next
determined on the next Business Day. You may have to pay taxes on the proceeds
from your sale of shares. We will send you a check, normally the next Business
Day, but no later than seven days after we receive your request to sell your
shares. If you purchased your shares by check, we will wait until your check has
cleared, which can take up to 15 days, before we send your redemption proceeds.

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

Exchanges
You may generally exchange all or part of your shares for shares of the same
class in another Delaware Investments(R) Fund. If you exchange shares to a fund
that has a sales charge, you will pay any applicable sales charges on your new
shares. You do not pay sales charges on shares that you acquired through the
reinvestment of dividends. You may have to pay taxes on your exchange. When you
exchange shares, you are purchasing shares in another fund, so you should be
sure to get a copy of the fund's prospectus and read it carefully before buying
shares through an exchange. You may not exchange your shares for Class B, Class
C or Class R shares of another Delaware Investments(R) Fund. We may refuse the
purchase side of any exchange request if, in the investment manager's judgment,
the Fund would be unable to invest effectively in accordance with its investment
objective and policies or would otherwise potentially be adversely affected.

About your account (continued)

The Fund reserves the right to modify this policy at any time without notice,
including modifications to the Fund's monitoring procedures and the procedures
to close accounts to new purchases. Although the implementation of this policy
involves judgments that are inherently subjective and may be selectively
applied, we seek to make judgments and applications that are consistent with the
interests of the Fund's shareholders. While we will take actions designed to
detect and prevent market timing, there can be no assurance that such trading
activity will be completely eliminated. Moreover, the Fund's market timing
policy does not require the Fund to take action in response to frequent trading
activity. If the Fund elects not to take any action in response to frequent
trading, such frequent trading and market timing activity could continue.

seek to engage in short-term trading to take advantage of these pricing
differences. Funds that may be adversely affected by such arbitrage include, in
particular, funds that significantly invest in small-cap securities, technology
and other specific industry sector securities, and in certain fixed-income
securities, such as high-yield bonds, asset-backed securities or municipal
bonds.

Dividends, distributions and taxes
Dividends and Distributions. The Fund has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code. As a
regulated investment company, the Fund generally pays no federal income tax on
the income and gains it distributes to you. The Fund expects to declare and
distribute all of its net investment income, if any, to shareholders as
dividends quarterly. The Fund will also distribute net capital gains, if any,
annually. The amount of any distribution will vary, and there is no guarantee
the Fund will pay either an income dividend or a capital gain distribution. We
automatically reinvest all dividends and any capital gains, unless you direct us
to do otherwise.

Certain management considerations

Investments by fund of funds and similar investment vehicles The Fund may accept
investments from funds of funds, including those offered by the Delaware
Investments(R) Funds, as well as similar investment vehicles, such as 529 Plans.
A "529 Plan" is a college savings program that operates under Section 529 of the
Internal Revenue Code. From time to time, the Fund may experience large
investments or redemptions due to allocations or rebalancings by these funds of
funds and/or similar investment vehicles. While it is impossible to predict the
overall impact of these transactions over time, there could be adverse effects
on portfolio management. For example, the Fund may be required to sell
securities or invest cash at times when it would not otherwise do so. These
transactions could also have tax consequences if sales of securities result in
gains, and could also increase transaction costs or portfolio turnover. The
manager will monitor transactions by the funds of funds and will attempt to
minimize any adverse effects on both the Fund and the funds of funds as a result
of these transactions.

Manager of managers structure
At a shareholder meeting held on March 23, 2005 (or as adjourned), the Fund's
shareholders approved a "manager of managers" structure that would permit
Delaware Management Company, the Fund's investment manager, to appoint and
replace sub-advisors, enter into sub-advisory agreements, and amend and
terminate sub-advisory agreements with respect to the Fund, subject to Board
approval but without shareholder approval (the "Manager of Managers Structure").
While Delaware Management Company does not currently expect to use the Manager
of Managers Structure with respect to the Fund, Delaware Management Company may,
in the future, recommend to the Fund's Board the establishment of the Manager of
Managers Structure by recommending the hiring of one or more sub-advisors to
manage all or a portion of the Fund's portfolio if it believes that doing so
would be likely to enhance the Fund's performance by introducing a different
investment style or focus.

Financial highlights
The financial highlights table is intended to help you understand the Fund's
financial performance. All "per share" information reflects financial results
for a single Fund share. This information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling 800 510-4015.

Delaware Dividend Income Fund Institutional Class
Year ended 11/30
2005 2004 2003 2002(1) 2001

Net asset value, beginning of period $11.050 $10.220 $9.030 $9.230 $9.600

Income (loss) from investment operations:
Net investment income(2) 0.477 0.371 0.453 0.429 0.405
Net realized and unrealized gain (loss) on investments
and foreign currencies 0.082 0.882 1.220 (0.196) (0.041)
------- ------- ------- ------- -------
Total from investment operations 0.559 1.253 1.673 0.233 0.364
------- ------- ------- ------- -------
Less dividends and distributions from:
Net investment income (0.388) (0.389) (0.483) (0.433) (0.400)
Net realized gain on investments (0.081) (0.034) ----- ----- (0.334)
------- ------- ------- ------- -------
Total dividends and distributions (0.469) (0.423) (0.483) (0.433) (0.734)
------- ------- ------- ------- -------

Net asset value, end of period $11.140 $11.050 $10.220 $9.030 $9.230
======= ======= ======= ======= =======
Total return(3) 5.16% 12.55% 19.56% 2.58% 3.87%

Ratios and supplemental data:
Net assets, end of period (000 omitted) $941 $102 $3,879 $3,233 $3,265
Ratio of expenses to average net assets 0.75% 0.75% 0.75% 0.75% 0.75%
Ratio of expenses to average net assets prior to expense
limitation and expense paid indirectly 0.97% 1.02% 1.75% 1.00% 0.75%
Ratio of net investment income to average net assets 4.30% 3.49% 4.73% 4.71% 4.38%
Ratio of net investment income to average net assets prior
to expense limitation and expense paid indirectly 4.08% 3.22% 3.73% 4.46% 4.38%
Portfolio turnover 85% 95% 212% 188% 89%

(1) As required, effective December 1, 2001, the Fund adopted the provisions of
the AICPA Audit and Accounting Guide for Investment Companies that requires
amortization of all premiums and discounts on debt securities. The effect of
this change for the year ended November 30, 2002 was a decrease in net
investment income per share of $0.048, an increase in net realized and
unrealized gain (loss) per share of $0.048, and a decrease in the ratio of net
investment income to average net assets of 0.53%. Per share data and ratios for
periods prior to December 1, 2001 have not been restated to reflect this change
in accounting.

(2) The average shares outstanding method has been applied for per share
information.

(3) Total investment return is based on the change in net asset value of a share
during the period and assumes reinvestment of dividends and distributions at net
asset value. Total investment return reflects waiver and payment of fees by the
manager. Performance would have been lower had the expense limitation not been
in effect.

How to read the financial highlights

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

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

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

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

Ratio of net investment income (loss) to average net assets
We determine this ratio by dividing net investment income (loss) by average net
assets.

Glossary

Appreciation
An increase in the value of an investment.

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

Capital
The amount of money you invest.

Compounding
Earnings on an investment's previous earnings.

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

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

Cost basis
The original purchase price of an investment; used in determining capital gains
and losses.

Depreciation
A decline in an investment's value.

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

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

Duration

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