DELAWARE GROUP UNIT INVESTMENT TRUST SERIES 16, S-6, 1998-01-22

DELAWARE GROUP UNIT INVESTMENT TRUST SERIES 16
S-6, 1998-01-22

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FILE NO: 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM S-6

For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.

A. Exact name of Trust: DELAWARE GROUP UNIT INVESTMENT TRUST,
SERIES 16

B. Name of Depositor: DELAWARE MANAGEMENT COMPANY, INC.

C. Complete address of Depositor's principal executive offices:

One Commerce Square
Philadelphia, Pennsylvania 19103

D. Name and complete address of agents for service:

DELAWARE MANAGEMENT COMPANY, INC. CHAPMAN AND CUTLER
Attention: George M. Chamberlain, Jr. Attention: Mark J. Kneedy
One Commerce Square 111 West Monroe Street
Philadelphia, Pennsylvania 19103 Chicago, Illinois 60603

E. Title of securities being registered: An indefinite number of Units of
proportionate interest pursuant to Rule 24f-2 under the Investment Company Act
of 1940

F. Approximate date of proposed sale to the public:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT

[ ] Check box if it is proposed that this filing will become effective
pursuant to Rule 487

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The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

<PAGE>

DELAWARE GROUP UNIT INVESTMENT TRUST
SERIES 16

CROSS REFERENCE SHEET

Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933

(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

I. ORGANIZATION AND GENERAL INFORMATION

1. (a) Name of trust )
(b) Title of securities issued ) Prospectus Front Cover Page

2. Name and address of Depositor ) Introduction
) Summary of Essential Financial
) Information
) Trust Administration

3. Name and address of Trustee ) Introduction
) Summary of Essential Financial
) Information
) Trust Administration

4. Name and address of principal ) Public Offering
underwriter )

5. Organization of trust ) The Trust

6. Execution and termination of ) The Trust
Trust Indenture and Agreement ) Trust Administration

7. Changes of Name ) *

8. Fiscal year ) *

9. Material Litigation ) *

<PAGE>

II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10. General information regarding ) Rights of Unitholders
trust's securities and rights ) The Trust

of security holders ) Trust Administration

11. Type of securities comprising ) The Trust
units )

12. Certain information regarding ) *
periodic payment certificates )

13. (a) Load, fees, charges and ) Summary of Essential Financial
expenses ) Information
) Public Offering
) Trust Information
) Trust Administration

(b) Certain information regard- ) *
ing periodic payment plan )
certificates )

(d) Certain other fees, ) Public Offering
expenses or charges ) Trust Administration
payable by holders ) Trust Operating Expenses

(e) Certain profits to be ) Public Offering
received by depositor, ) The Trust
principal underwriter, ) Trust Operating Expenses
trustee or affiliated persons )

(f) Ratio of annual charges ) *
to income )

14. Issuance of trust's securities ) The Trust

15. Receipt and handling of payments ) *
from purchasers )

<PAGE>

16. Acquisition and disposition of ) The Trust
underlying securities ) Rights of Unitholders
) Trust Administration

17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration

18. (a) Receipt and disposition ) Rights of Unitholders
of income )

(b) Reinvestment of distribu- ) Rights of Unitholders
tions )

(d) Schedule of distributions ) Summary of Essential Financial
Information

19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration

20. Certain miscellaneous provisions ) Trust Administration
of trust agreement )

21. Loans to security holders ) *

22. Limitations on liability )
) Trust Administration

23. Bonding arrangements ) *

24. Other material provisions of ) *
trust indenture or agreement )

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of Depositor ) Trust Administration

26. Fees received by Depositor ) Trust Administration

27. Business of Depositor ) Trust Administration

<PAGE>

28. Certain information as to )
officials and affiliated ) *
persons of Depositor )

29. Companies owning securities of ) *
Depositor )

30. Controlling persons of Depositor ) *

31. Compensation of Directors ) *

32. Compensation of Directors ) *

33. Compensation of Employees ) *

34. Compensation to other persons ) Public Offering

IV. DISTRIBUTION AND REDEMPTION OF SECURITIES

35. Distribution of trust's ) Rights of Unitholders
securities )

36. Suspension of sales of trust's ) *
securities )

37. Revocation of authority to ) *
distribute )

38. (a) Method of distribution ) Public Offering

(b) Underwriting agreements )

39. (a) Organization of principal )
underwriter )
) Trust Administration
(b) N.A.S.D. membership by )
principal underwriter )

40. Certain fees received by ) *
principal underwriter )

<PAGE>

41. (a) Business of principal ) Trust Administration
underwriter )

(b) Branch offices of principal ) *
underwriter )

42. Ownership of securities of the ) *
trust )

43. Certain brokerage commissions )
received by principal ) *
underwriter )

44. (a) Method of valuation ) Summary of Essential Financial
) Information
) Public Offering
) Trust Administration
) Rights of Unitholders

(b) Schedule as to offering ) *
price )

45. Suspension of redemption rights ) Rights of Unitholders

46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration

(b) Schedule as to redemption ) *
price )

47. Purchase and sale of interests )
in underlying securities ) Trust Administration

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation of ) Trust Administration
trustee )

<PAGE>

49. Fees and expenses of trustee ) Summary of Essential Financial
) Information
) Trust Administration

50. Trustee's lien ) Trust Administration

VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51. Insurance of holders of trust's )
securities ) *

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust agree- )
ment with respect to )
replacement or elimi- ) The Trust
nation of portfolio )
securities )

(b) Transactions involving )
elimination of underlying ) *
securities )

(d) Fundamental policy not ) *
otherwise covered )

53. Tax status of trust ) Tax Status
) The Trust

VIII. Financial and Statistical Information

54. Trust's securities during ) *
last ten years )

55. )
)

<PAGE>

56. Certain information regarding ) *
)

57. Periodic payment certificates )

58. )

59. Financial statements (Instruc- ) Other Matters
tions 1(c) to Form S-6) )

- ----------------------------------
* Inapplicable, omitted, answer negative or not required

<PAGE>

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

PRELIMINARY PROSPECTUS DATED JANUARY 21, 1998

DELAWARE GROUP UNIT INVESTMENT TRUST, SERIES 16
POWER FIVE EQUITY TRUST, SERIES 4
POWER TEN EQUITY TRUST, SERIES 4
ILLINOIS BIG TEN EQUITY TRUST, SERIES 10
MINNESOTA BIG TEN EQUITY TRUST, SERIES 11
MISSOURI BIG TEN EQUITY TRUST, SERIES 10
MASSACHUSETTS HUB TEN EQUITY TRUST, SERIES 1
PACIFIC TEN EQUITY TRUST, SERIES 6

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

THE TRUSTS. Delaware Group Unit Investment Trust, Series 16 (the "Fund") is
comprised of the seven underlying unit investment trusts set forth above. Power
Five Equity Trust, Series 4 (the "Power Five Trust") offers investors the
opportunity to purchase Units representing proportionate interests in a fixed
portfolio of common stocks issued by the five companies with the lowest per
share stock price of the ten companies in the Dow Jones Industrial Average (the
"DJIA") that have the highest dividend yield as of , 1998 (the "Stock Selection
Date"). Power Ten Equity Trust, Series 4 (the "Power Ten Trust") offers
investors the opportunity to purchase Units representing proportionate interests
in a fixed portfolio of common stocks issued by the ten companies in the DJIA
that have the highest dividend yield as of the Stock Selection Date. Illinois
Big Ten Equity Trust, Series 10 (the "Illinois Big Ten Trust"), Minnesota Big
Ten Equity Trust, Series 11 (the "Minnesota Big Ten Trust"), and Missouri Big
Ten Equity Trust, Series 10 (the "Missouri Big Ten Trust") each offer investors
the opportunity to purchase Units representing proportionate interests in a
fixed portfolio of common stocks issued by the ten highest dividend yielding
companies as of the Stock Selection Date which (a) have their principal
operations located in the State of Illinois, Minnesota or Missouri,
respectively, and (b) have a market capitalization in excess of $250 million.
Massachusetts Hub Ten Equity Trust, Series 1 (the "Massachusetts Hub Ten Trust")
offers investors the opportunity to purchase Units representing proportionate
interests in a fixed portfolio of common stocks issued by the ten largest
companies based on market capitalization as of the Stock Selection Date which
have their principal operations located in the Commonwealth of Massachusetts.
Pacific Ten Equity Trust, Series 6 (the "Pacific Ten Trust") offers investors
the opportunity to purchase Units representing proportionate interests in a
fixed portfolio of common stocks issued by the ten largest companies based on
market capitalization as of the Stock Selection Date which have their principal
operations located in the States of California, Oregon or Washington. Each Trust
is restricted in purchasing certain types and amounts of securities as described
under "Objectives and Securities Selection." Collectively, the various trusts
are sometimes referred to herein as the "Trusts" and the common stocks selected
for inclusion in the Trusts are referred to herein as the "Securities."

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

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

DELAWARE MANAGEMENT COMPANY, INC.

The date of this Prospectus is , 1998

<PAGE>

OBJECTIVE OF THE TRUSTS. The objective of each of the Trusts is to provide
an above average total return through a combination of potential capital
appreciation and dividend income. While the objective of the Trusts is the same,
each Trust follows a different investment strategy in order to achieve its
stated objective. See "Schedule of Investments" for each Trust and "Objectives
and Securities Selection." There is, of course, no guarantee that the objective
of the Trusts will be achieved.

PUBLIC OFFERING PRICE. The Public Offering Price per Unit for each of the
Trusts is equal to the aggregate underlying value of the Securities in a Trust
plus or minus cash, if any, in the Capital and Income Accounts of such Trust,
divided by the number of Units of that Trust outstanding, plus an initial sales
charge equal to the difference between the maximum total sales charge for that
Trust of 4.50% of the Public Offering Price and the maximum deferred sales
charge for a Trust ($0.350 per Unit). Unitholders will also be assessed a
deferred sales charge of $0.0175 per Unit, payable on the first day of each
month, over the period commencing April, 1998 through February, 1999 (the "First
Year Deferred Period") and again over the period commencing April, 1999 through
February, 2000 (the "Second Year Deferred Period"). Unitholders who elect to
roll their Units into a new Series of the Trusts during the Interim Special
Redemption Period (as described under "Special Redemption and Rollover in a New
Fund") or Unitholders who sell or redeem their Units at or before the end of the
Interim Special Redemption Period will not be assessed a deferred sales charge
for the Second Year Deferred Period. The monthly amount of the deferred sales
charge will accrue on a daily basis, beginning the 1st day of the month
preceding a deferred sales charge payment date. For example, Unitholders of
record on the Initial Date of Deposit will pay an initial sales charge of 1.0%
of the Public Offering Price and will be subject to a deferred sales charge of
3.5% of the Public Offering Price (payable in monthly installments of $0.0175
per Unit over the First and Second Year Deferred Periods). Units purchased
subsequent to the initial deferred sales charge accrual will be subject to the
initial sales charge and that portion of the deferred sales charge payments not
yet collected. This deferred sales charge will be paid from funds in the Capital
Account of a Trust, if sufficient, or from the periodic sale of Securities. The
total maximum sales charge assessed to Unitholders on a per Unit basis will be
4.50% of the Public Offering Price (4.545% of the aggregate value of the
Securities in a Trust), subject to reduction as set forth in "Public Offering --
General." During the initial offering period, the sales charge is reduced on a
graduated scale for sales involving at least $100,000. If Units were available
for purchase at the opening of business on the Initial Date of Deposit, the
Public Offering Price per Unit for the Trusts would have been that amount set
forth under "Summary of Essential Financial Information." The minimum amount an
investor may purchase of a Trust is $1,000 ($250 for a tax-sheltered retirement
plan). See "Public Offering."

DIVIDEND AND CAPITAL GAINS DISTRIBUTIONS. Distributions of dividends and
realized capital gains, if any, received by the individual Trusts will be paid
in cash on the applicable Distribution Date to Unitholders of record of the
Trusts on the record date as set forth in the "Summary of Essential Financial
Information." Any distribution of income and/or capital gains for the Trusts
will be net of the expenses of the Trusts. See "Taxation." Additionally, upon
surrender of Units for redemption or termination of each Trust, the Trustee will
distribute to each Unitholder his pro rata share of their Trust's assets, less
expenses, in the manner set forth under "Rights of Unitholders -- Distributions
of Income and Capital."

SECONDARY MARKET FOR UNITS. Although not obligated to do so, an affiliate
of the Sponsor, Delaware Distributors, L.P. (the "Distributor") currently
intends to maintain a market for Units of the Trusts and offers to repurchase
such Units at prices which are based on the aggregate underlying value of the
Securities in the Trusts (generally determined by the closing sale prices of the
Securities) plus or minus cash, if any, in the Capital and Income Accounts of
the Trusts. If a secondary market is not maintained, a Unitholder may redeem
Units at prices based upon the aggregate underlying value of the Securities in
each Trust plus or minus a pro rata share of cash, if any, in the Capital and
Income Accounts of that

<PAGE>

Trust. A Unitholder tendering Units with a value of $100,000 or more may request
a distribution of shares of the Securities (reduced by customary transfer and
registration charges) in lieu of payment in cash (an "In-Kind Distribution").
See "Rights of Unitholders -- Redemption of Units." Units sold or tendered for
redemption prior to such time as the entire deferred sales charge assessed
during the First Year Deferred Period on such Units has been collected will be
assessed the amount of such remaining deferred sales charge at the time of sale
or redemption. Units held in the Trusts subsequent to the Interim Special
Redemption Period which are sold or tendered for redemption prior to such time
as the entire deferred sales charge assessed during the Second Year Deferred
Period on such Units has been collected will be assessed the amount of such
remaining deferred sales charge at the time of sale or redemption.

TERMINATION. The Trusts will terminate on the Mandatory Termination Date
(as set forth under "Summary of Essential Financial Information") regardless of
market conditions at that time. Commencing on the Mandatory Termination Date,
Securities will begin to be sold in connection with the termination of the
individual Trusts. The Sponsor will determine the manner, timing and execution
of the sale of the Securities. Written notice of any termination of the Trusts
shall be given by the Trustee to each Unitholder at his address appearing on the
registration books of the Trusts maintained by the Trustee. Such notice will
include a form to enable a Unitholder to elect an In-Kind Distribution, if such
Unitholder owns at least $100,000 worth of Units of a Trust. Unitholders of the
individual Trusts may elect to become Rollover Unitholders as described below.
Rollover Unitholders will not receive the final liquidation distribution but
will receive units of a new Series of the Fund, if one is being offered.
Unitholders not electing the Rollover Option or those not electing or eligible
for an In-Kind Distribution will receive a cash distribution from the sale of
the remaining Securities within a reasonable time after the Trusts are
terminated. See "Trust Administration -- Amendment or Termination."

SPECIAL REDEMPTION AND ROLLOVER IN A NEW FUND. The Sponsor currently
intends to create a new Series of the Trusts (the "New Trusts") approximately 13
months after the Initial Date of Deposit of each Trust and also in conjunction
with the termination of each Trust (approximately two years after the Initial
Date of Deposit). Unitholders will have the option to roll the proceeds of their
Units into a New Trust after either 13 months (the "Interim Rollover") or two
years (the "Final Rollover"). To elect a Rollover option, Unitholders must
specify by the appropriate Rollover Notification Date stated in "Summary of
Essential Financial Information" to have all of their Units redeemed and the
distributed Securities sold by the Trustee, in its capacity as distribution
agent ("Distribution Agent"), during the corresponding Special Redemption
Period. Unitholders electing to participate in either the Interim Rollover
("Interim Rollover Unitholders") or the Final Rollover ("Final Rollover
Unitholders") are collectively referred to herein as "Rollover Unitholders." The
Distribution Agent will appoint the Sponsor as its agent to determine the
manner, timing and execution of sales of underlying Securities. The proceeds of
the redemption will then be invested in Units of a New Trust, if offered, at a
reduced sales charge (anticipated to be identical to the deferred sales charge
component of the Trusts.) The Sponsor may, however, stop offering units of the
New Trusts at any time in its sole discretion without regard to whether all the
proceeds to be invested have been invested. Cash which has not been invested on
behalf of the Rollover Unitholders in the New Trusts will be distributed shortly
after the applicable Special Redemption Period. However, the Sponsor anticipates
that sufficient Units will be available, although moneys in the Trusts may not
be fully invested on the next business day. The portfolio of the New Trusts will
contain common stocks of companies satisfying the criteria established above for
each Trust. Rollover Unitholders will receive pro rata amount of dividends in
the Income Account of the Trusts which will be included in the reinvestment into
units of the New Trusts. On August 5, 1997, the Taxpayer Relief Act of 1997 (the
"1997 Tax Act") was enacted which reduces the maximum stated marginal tax rate
for certain capital gains for investments held for more than 18 months to 20%
(10% in the case of certain taxpayers in the lowest tax bracket). Rollover
Unitholders participating in the Final Rollover

<PAGE>

would qualify for such treatment, whereas Rollover Unitholders participating in
the Interim Rollover would be subject to a maximum stated marginal tax rate of
28%. See "Taxation." The exchange option described above is subject to
modification, termination or suspension.

RISK FACTORS. An investment in a Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market (which although currently is at historically high levels, has seen
substantial volatility and significant declines in recent weeks), volatile
interest rates, economic recession, the lack of adequate financial information
concerning an issuer and the possibility of an economic downturn in the state,
region or sector in which the common stocks included in a Trust are
concentrated. An investment in the Power Five Trust may subject a Unitholder to
additional risk due to the relative lack of diversity in its portfolio since the
portfolio contains only five stocks. Therefore, Units of the Power Five Trust
may be subject to greater market risk than other trusts which contain a more
diversified portfolio of securities. The Trusts are not actively managed and
Securities will not be sold to take advantage of market fluctuations or changes
in anticipated rates of appreciation. For certain risk considerations related to
the Trusts, see "Risk Factors" and "Objectives and Securities Selection." Units
of the Trusts are not deposits or obligations of, and are not guaranteed or
endorsed by, any bank and are not federally insured or otherwise protected by
the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other agency and involve investment risk, including the possible loss of
principal.

<PAGE>

DELAWARE GROUP UNIT INVESTMENT TRUST, SERIES 16
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL DATE OF DEPOSIT: , 1998
SPONSOR: DELAWARE MANAGEMENT COMPANY, INC.
TRUSTEE AND EVALUATOR: THE CHASE MANHATTAN BANK

<TABLE>
<CAPTION>
POWER POWER ILLINOIS
FIVE TEN BIG TEN
EQUITY EQUITY EQUITY
TRUST, TRUST, TRUST,
SERIES 4 SERIES 4 SERIES 10
GENERAL INFORMATION ---------- ---------- ----------
<S> <C> <C> <C>
Number of Units(1) .......................................
---------- ---------- ----------
Fractional Undivided Interest in each Trust per Unit .....
---------- ---------- ----------
Calculation of Public Offering Price per 100 Units:
Aggregate Offering Price of Securities
in Portfolio(2) .........................................
---------- ---------- ----------
Aggregate Offering Price of Securities per 100 Units ..... $ 990.00 $ 990.00 $ 990.00
Plus Maximum Sales Charge of 4.50% (4.545% of the
Aggregate Value of Securities)(3) ....................... $ 45.00 $ 45.00 $ 45.00
Less Deferred Sales Charge(3) .......................... $ (35.00) $ (35.00) $ (35.00)
---------- ---------- ----------
Public Offering Price per 100 Units(3,4) ................. $1,000.00 $1,000.00 $1,000.00
Sponsor's Initial Repurchase and Redemption Price per
100 Units ............................................... $ 972.50 $ 972.50 $ 972.50
Maximum Supervisory Fee per 100 Units(5) ................. $ 0.035 $ 0.035 $ 0.035
Trustee's Annual Fee per 100 Units ....................... $ 0.086 $ 0.086 $ 0.086
Estimated Organizational and Offering Expenses per Unit(6)
---------- ---------- ----------
Initial Date of Deposit ..................... , 1998
First Settlement Date ....................... , 1998
Interim Rollover Notification Date .......... , 1999
Interim Special Redemption Period ........... Beginning on
, 1999 until no later than , 1999
Final Rollover Notification Date ,
Final Special Redemption Period ............. Beginning on
until no later than
Mandatory Termination Date .................. ,
Income and Capital Account Distribution Date(7) ,
to Unitholders of record on , 1999.
Minimum Termination Value ..................................................... Each Trust may be
terminated if the net asset value of such Trust is less than $500,000 unless the net asset value
of each Trust's deposits has exceeded $15,000,000, then the Trust Agreement may be terminated if
the net asset value of such Trust is less than $3,000,000.
Evaluation Time ............................................... As of the close of trading on the
New York Stock Exchange, generally 4:00 p.m. Eastern Time.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MINNESOTA MISSOURI MASSACHUSETTS PACIFIC
BIG TEN BIG TEN HUB TEN TEN
EQUITY EQUITY EQUITY EQUITY
TRUST, TRUST, TRUST, TRUST,
SERIES 11 SERIES 10 SERIES 1 SERIES 6
GENERAL INFORMATION ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Number of Units(1) ...........................
---------- ---------- ---------- ----------
Fractional Undivided Interest in each Trust
per Unit ....................................
---------- ---------- ---------- ----------
Calculation of Public Offering Price per 100
Units:
Aggregate Offering Price of Securities in
Portfolio(2) ................................
---------- ---------- ---------- ----------
Aggregate Offering Price of Securities per
100 Units ................................... $ 990.00 $ 990.00 $ 990.00 $ 990.00
Plus Maximum Sales Charge of 4.5%
(4.545% of the Aggregate Value of
Securities)(3) .............................. $ 45.00 $ 45.00 $ 45.00 $ 45.00
Less Deferred Sales Charge(3) ................ $ (35.00) $ (35.00) $ (35.00) $ (35.00)
---------- ---------- ---------- ----------
Public Offering Price per 100 Units(3,4) ..... $1,000.00 $1,000.00 $1,000.00 $1,000.00
Sponsor's Initial Repurchase and
Redemption Price per 100 Units .............. $ 972.50 $ 972.50 $ 972.50 $ 972.50
Maximum Supervisory Fee per 100 Units(5) ..... $ 0.035 $ 0.035 $ 0.035 $ 0.035
Trustee's Annual Fee per 100 Units ........... $ 0.086 $ 0.086 $ 0.086 $ 0.086
Estimated Organizational and Offering
Expenses Per Unit(6) ........................
---------- ---------- ---------- ----------
Initial Date of Deposit ........ , 1998
First Settlement Date .......... , 1998
Interim Rollover Notification Date ...........
, 1999
Interim Special Redemption Period
Beginning on , 1999 until no later
than , 1999
Final Rollover Notification Date
Final Special Redemption Period Beginning
on until no later than ,
Mandatory Termination Date ..........
Income and Capital Account Distribution Date(7)
to Unitholders of record on , .
Minimum Termination Value ....................................................... Each Trust may be
terminated if the net asset value of such Trust is less than $500,000 unless the net asset value of
each Trust's deposits has exceeded $15,000,000, then the Trust Agreement may be terminated if the
net asset value of such Trust is less than $3,000,000.
Evaluation Time ................................................. As of the close of trading on the
New York Stock Exchange, generally 4:00 p.m. Eastern Time.
</TABLE>

<PAGE>

- -----------------------
(1) As of the close of business on the Initial Date of Deposit, the number of
Units of a Trust may be adjusted so that the aggregate value of Securities
per Unit will equal approximately $9.90. Therefore, to the extent of any
such adjustment, the fractional undivided interest per Unit will increase
or decrease accordingly, from the amounts indicated above.

(2) Each Security listed on a national securities exchange or The Nasdaq Stock
Market is valued at the last closing sale price, or if no such price exists
or if the Security is not so listed, at the closing ask price thereof.

(3) The Maximum Sales Charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units of a
Trust and represents an amount equal to the difference between the Maximum
Sales Charge for a Trust of 4.50% of the Public Offering Price and the
maximum deferred sales charge for a Trust ($0.350 per Unit). Unitholders
will also be assessed a deferred sales charge of $0.0175 per Unit, payable
on the first day of each month, over the period commencing April, 1998
through February, 1999 (the "First Year Deferred Period") and again over
the period commencing April, 1999 through February, 2000 (the "Second Year
Deferred Period"). Unitholders who elect to roll their Units into a new
Series of the Trusts during the Interim Special Redemption Period (as
described under "Special Redemption and Rollover in a New Fund") or
Unitholders who sell or redeem their Units at or before the end of the
Interim Special Redemption Period will not be assessed a deferred sales
charge for the Second Year Deferred Period. Subsequent to the Initial Date
of Deposit, the amount of the initial sales charge will vary with changes
in the aggregate value of the Securities in a Trust. Units purchased
subsequent to the initial deferred sales charge accrual will be subject
only to the initial sales charge and that portion of the deferred sales
charge payments not yet collected or accrued. These deferred sales charge
payments will be paid from funds in the Capital Account, if sufficient, or
from the periodic sale of Securities. The total maximum sales charge will
be 4.5% of the Public Offering Price (4.545% of the aggregate value of the
Securities in a Trust). See the "Fee Table" below and "Public Offering
Price -- Offering Price." Any uncollected deferred sales charge amounts
will be deducted from the sales or redemption proceeds as described under
"Public Offering -- Public Market" and "Rights of Unitholders -- Redemption
of Units."

(4) On the Initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone ordering Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.

(5) The Supervisory Fee is payable to the Sponsor. In addition, the Sponsor
will be reimbursed by the Trust for bookkeeping and other administrative
expenses currently at a maximum annual rate of $0.015 per 100 Units.

(6) Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states,
the initial audit of the Trust portfolio, legal fees and the initial fees
and expenses of the Trustee, but not including the expenses incurred in the
preparation and printing of brochures and other advertising materials and
any other selling expenses), as is common for mutual funds. Total
organizational and offering expenses will be charged off at the end of the
initial offering period which is currently expected to be approximately two
months from the Initial Date of Deposit. See "Expenses of the Trusts" and
"Statement of Net Assets." Historically, the sponsors of unit investment
trusts have paid all the costs of establishing such trusts.

(7) At the Interim Rollover Notification Date (for Interim Rollover
Unitholders) or the Final Rollover Notification Date (for Final Rollover
Unitholders) or upon termination of a Trust for other Unit holders, amounts
in the Income Account (which consist of dividends on the Securities) will
be included in amounts distributed to or on behalf of Unitholders.
Distributions from the Capital Account will be made monthly payable on the
last day of the month to Unitholders of record on the fifteenth day of such
month if the amount available for distribution equals at least $1.00 per
100 Units. Notwithstanding, distributions of funds in the Capital Account,
if any, will be made as part of the final liquidation distribution.

<PAGE>

FEE TABLE
- --------------------------------------------------------------------------------
This Fee Table is intended to assist investors in understanding the costs
and expenses that an investor in each Trust will bear directly or indirectly.
See "Public Offering Price -- Offering Price" and "Trust Operating Expenses."
Although each Trust has a term of approximately two years and is a unit
investment trust rather than a mutual fund, this information is presented to
permit a comparison of fees, assuming the principal amount and distributions
are rolled over into a new Trust subject only to the deferred sales charge and
annual trust operating expenses.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 100 UNITS
- ------------------------------- ----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase (as a percentage
of offering price) .............................................. 1.00%(1) $10.00
Deferred Sales Charge during the First Year Deferred Period (as a
percentage of original purchase Price) .......................... 1.75%(2) $17.50
Deferred Sales Charge during the Second Year Deferred Period (as a
percentage of original purchase price) .......................... 1.75%(2,3) $17.50
----- ------
Maximum Total Sales Charge ....................................... 4.50% $45.00
===== ======
ESTIMATED ANNUAL TRUST OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Trustee's Fee .................................................. .086% $0.086
Other Operating Expenses ....................................... .068% $0.068
----- ------
Total .......................................................... .154%(4) $0.154
===== ======
</TABLE>

- -----------------------
(1) The Maximum Initial Sales Charge is actually the difference between the
Maximum Total Sales Charge (4.50% of the Public Offering Price) and the
maximum deferred sales charge ($35.00 per 100 Units) and would exceed 1% if
the Public Offering Price exceeds $10.00 per Unit.

(2) The actual fee is $1.75 per month per 100 Units, irrespective of purchase
or redemption price, deducted on such dates set forth in "Public Offering."
Except as noted under "Public Offering -- Public Market" and "Rights of
Unitholders -- Redemption of Units," if a Unitholder sells or redeems Units
before all of these deductions have been made, the balance of the deferred
sales charge payments remaining will be deducted from the sales or
redemption proceeds. If the Unit price exceeds $10.00 per Unit, the
deferred portion of the sales charge will be less than 3.50%; if the Unit
price is less than $10.00 per Unit, the deferred portion of the sales
charge will exceed 3.50%. Units purchased subsequent to the initial
deferred sales charge payment will be subject to the initial sales charge
and that portion of the deferred sales charge payments not yet collected or
accrued.

(3) Unitholders who elect to roll their Units into a new Series of the Trusts
during the Interim Special Redemption Period (as described under "Special
Redemption and Rollover in a New Fund") or Unitholders who sell or redeem
their Units at or before the end of the Interim Special Redemption Period
will not be assessed a deferred sales charge for the Second Year Deferred
Period.

(4) A Trust's Estimated Annual Trust Operating Expenses do not include
organizational and offering costs, which are charged against capital at the
end of the initial offering period.

<PAGE>

EXAMPLE

CUMULATIVE EXPENSES
PAID FOR PERIOD OF:
1 YEAR 3 YEARS
-------- --------
An investor would pay the following expenses on a
$1,000 investment, assuming the estimated operating
expense ratio of .154% and a 5% annual return on the
investment throughout the periods. $29 $70

The above example assumes reinvestment of all dividends and distributions
and utilizes a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. Although each Trust has a
term of approximately two years and is a unit investment trust rather than a
mutual fund, this information is presented to permit comparison of fees,
assuming the principal amount and distributions are rolled over at a Trust's
termination into a new series subject only to the Deferred Sales Charge and
annual trust operating expenses. The example should not be considered a
representation of past or future expenses or annual rate of return; the actual
expenses and annual rate of return may be more or less than those assumed for
purposes of the example. The estimated operating expense ratio does not include
organizational and offering costs, which are charged to capital at the end of
the initial offering period. Over time, investors who elect to participate as
Interim Rollover Unitholders over consecutive years will pay higher expenses
than those electing to participate as Final Rollover Unitholders over
consecutive years due to the fact that organizational and offering costs, which
are assessed at the creation of a Trust, will be charged more frequently.

THE TRUST

Delaware Group Unit Investment Trust, Series 16 is comprised of seven unit
investment trusts: Power Five Equity Trust, Series 4; Power Ten Equity Trust,
Series 4; Illinois Big Ten Equity Trust, Series 10; Minnesota Big Ten Equity
Trust, Series 11; Missouri Big Ten Equity Trust, Series 10; Massachusetts Hub
Ten Equity Trust, Series 1; and Pacific Ten Equity Trust, Series 6
(collectively, the "Trusts"). The Fund was created under the laws of the State
of New York pursuant to a Trust Agreement (the "Trust Agreement"), dated as of
the date of this Prospectus (the "Initial Date of Deposit"), among Delaware
Management Company, Inc., as Sponsor and Supervisor, and The Chase Manhattan
Bank, as Evaluator and Trustee.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolio" herein, including delivery statements
relating to contracts for the purchase of certain such Securities and an
irrevocable letter of credit issued by a financial institution in the amount
required for such purchases. Thereafter, the Trustee, in exchange for such
Securities (and contracts) so deposited, delivered to the Sponsor documentation
evidencing the ownership of that number of Units of each Trust indicated in
"Summary of Essential Financial Information." Unless otherwise terminated as
provided in the Trust Agreement, each Trust will terminate on the Mandatory
Termination Date, and Securities then held will, within a reasonable time
thereafter, be liquidated or distributed by the Trustee.

Additional Units of a Trust may be issued at any time by depositing in that
Trust additional Securities or cash (including a letter of credit) with
instructions to purchase additional Securities in a Trust. As additional Units
are issued by a Trust as a result of the deposit of additional Securities or
cash by the Sponsor, the aggregate value of the Securities in that Trust will be
increased and the fractional undivided interest in that Trust represented by
each Unit will be decreased. The Sponsor may continue to make additional
deposits of Securities or cash into a Trust following the Initial Date of
Deposit, provided that such additional deposits will be in amounts which will
maintain, as nearly as practicable, the original proportionate relationship of
the Securities in such Trust's portfolio, based on the number of shares of the
Securities. Any deposit by the Sponsor of additional Securities, or the purchase
of

<PAGE>

additional Securities pursuant to a cash deposit, will duplicate, as nearly as
is practicable, this original proportionate relationship and not the actual
proportionate relationship on the subsequent Date of Deposit, since the two may
differ. Any such difference may be due to the sale, redemption or liquidation of
any of the Securities deposited in that Trust on the Initial, or any subsequent,
Date of Deposit. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because such Trust will pay associated brokerage fees. To minimize this effect,
the Trusts will try to purchase the Securities as close to the evaluation time
as possible. The Trustee may, from time to time, retain and pay compensation to
the Sponsor (or an affiliate of the Sponsor) to act as agent for a Trust with
respect to acquiring Securities for or selling Securities from a Trust. In
acting in such capacity, the Sponsor or its affiliate will be subject to the
restrictions under the Investment Company Act of 1940, as amended.

Each Unit of a Trust initially offered represents an undivided interest in
that Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities or cash being
deposited by the Sponsor, the fractional undivided interest in that Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in that Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.

OBJECTIVES AND SECURITIES SELECTION

The objective of each of the Trusts is to provide an above average total
return through a combination of potential capital appreciation and dividend
income. While the objective of the Trusts is the same, each Trust follows a
different investment strategy in order to achieve its stated objective.

POWER FIVE TRUST. The Power Five Trust offers investors the opportunity to
purchase Units representing proportionate interests in an approximately evenly
dollar-weighted portfolio of common stocks of the five companies with the lowest
per share stock price of the ten companies in the DJIA that have the highest
dividend yield as of the Stock Selection Date.

POWER TEN TRUST. The Power Ten Trust offers investors the opportunity to
purchase Units representing proportionate interests in an approximately evenly
dollar-weighted portfolio of common stocks of the ten companies in the DJIA that
have the highest dividend yield as of the Stock Selection Date.

ILLINOIS BIG TEN TRUST. The Illinois Big Ten Trust offers investors the
opportunity to purchase Units representing proportionate interests in an
approximately evenly dollar-weighted portfolio of common stocks issued by the
ten highest dividend yielding companies as of the Stock Selection Date which (a)
have their principal operation located in the State of Illinois and (b) have a
market capitalization in excess of $250 million.

MINNESOTA BIG TEN TRUST. The Minnesota Big Ten Trust offers investors the
opportunity to purchase Units representing proportionate interests in an
approximately evenly dollar-weighted portfolio of common stocks issued by the
ten highest dividend yielding companies as of the Stock Selection Date which (a)
have their principal operation located in the State of Minnesota and (b) have a
market capitalization in excess of $250 million.

MISSOURI BIG TEN TRUST. The Missouri Big Ten Trust offers investors the
opportunity to purchase Units representing proportionate interests in an
approximately evenly dollar-weighted portfolio of common stocks issued by the
ten highest dividend yielding companies as of the Stock Selection Date

<PAGE>

which (a) have their principal operation located in the State of Missouri and
(b) have a market capitalization in excess of $250 million.

MASSACHUSETTS HUB TEN TRUST. The Massachusetts Hub Ten Trust offers
investors the opportunity to purchase Units representing proportionate interests
in a fixed portfolio of common stocks issued by the ten largest companies based
on market capitalization as of the Stock Selection Date which have their
principal operations located in the Commonwealth of Massachusetts.

PACIFIC TEN TRUST. The Pacific Ten Trust offers investors the opportunity
to purchase Units representing proportionate interests in an approximately
evenly dollar-weighted portfolio of common stocks issued by the ten companies
having the largest market capitalization as of the Stock Selection Date which
have their principal operations located in the States of California, Oregon or
Washington.

The Trusts may be an appropriate medium for investors who desire to
participate in a portfolio of common stocks with greater diversification than
they might be able to acquire individually. As a policy matter, the Sponsor has
excluded any company that is subject to being acquired, the acquisition of which
is expected to be completed during the initial offering period of a Trust. The
Illinois, Minnesota and Missouri Big Ten Trusts will not invest in the common
stock of electric utility issuers, limited partnerships, real estate investment
trusts ("REITs") or companies which have recently suspended, or announced that
they intend to suspend, their dividends. The Massachusetts Hub Ten Trust and the
Pacific Ten Trust will not invest in common stocks of limited partnerships. No
Trust will invest more than 5% of its portfolio in common stocks of companies
which derive more than 15% of their revenues from securities related activities.
In seeking each Trust's objective, the Sponsor considered, among other things,
the ability of the Securities to outpace inflation. While inflation is currently
relatively low, the United States has historically experienced periods of
double-digit inflation. While the prices of equity securities will fluctuate,
over time equity securities have outperformed the rate of inflation, and other
less risky investments, such as government bonds and U.S. Treasury bills. Past
performance is, however, no guarantee of future results. Investors should be
aware that there is no guarantee that the objective of the Trusts will be
achieved because each Trust is subject to the continuing ability of the
respective issuers to declare and pay dividends and because the market value of
the Securities can be affected by a variety of factors.

Neither the publishers of the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500 Index") or the DJIA have granted the Trusts or the Sponsor a
license to use their respective Index. Units of the Trusts are not designed so
that prices will parallel or correlate with movements in any particular index
and it is expected that their prices will not parallel or correlate with such
movements. The publishers of the S&P 500 Index and the DJIA have not
participated in any way in the creation of the Trusts or in the selection of the
stocks in the Trusts and have not approved any information related thereto.

Investors should be aware that a Trust is not a "managed" fund, and as a
result, the adverse financial condition of a company will not result in its
elimination from the portfolio except under extraordinary circumstances (see
"Trust Administration-Portfolio Administration"). In addition, Securities will
not be sold by the Trusts to take advantage of market fluctuations or changes in
anticipated rates of appreciation. Investors should note that the Securities
were selected by the Sponsor prior to the date the Securities were purchased by
the Trusts. The Trusts may continue to hold Securities originally selected
through this process even though the evaluation of the attractiveness of the
Securities may have changed, and if the evaluation were performed again at that
time, the Securities would not be selected for the Trusts.

HYPOTHETICAL PERFORMANCE INFORMATION

The following tables and charts show hypothetical performance information
for the strategies employed by each Trust and the actual performance of the S&P
500 Index and the DJIA. As previously

<PAGE>

discussed, a Unitholder may choose to reinvest the proceeds from their Units
into a New Trust approximately thirteen months after the date of this Prospectus
or two years after the date of this Prospectus. The tables and charts present
performance information for the strategies and indices on both an annual and
bi-annual basis. Hypothetical performance information for the strategies
employed by the Illinois Big Ten, Minnesota Big Ten, Missouri Big Ten and
Pacific Ten includes financial information of entities which at the time of
initial calculation were organized as corporations but which were previously
organized as limited partnerships. The initial calculations of the various
strategies were as follows: Power Five and Power Ten, August 1997; Illinois Big
Ten and Missouri Big Ten, April, 1996; Minnesota Big Ten, December, 1995;
Massachusetts Hub Ten, February, 1998 and Pacific Ten, April, 1997. In addition,
such comparative calculations exclude financial information of corporations
which did not exist at the time of initial calculation but which may have been
in existence (and therefore potentially includable in the universe of potential
corporations) in prior years. Corporations which cease to exist will remain in
the historical return comparisons through the date of initial calculation;
however, the portion of comparative calculations subsequent to the date of such
a corporation's ceasing to exist will include only the financial information of
corporations which meet the criteria established by the Sponsor at the time such
comparisons are calculated. Finally, such calculations include historical
information about companies that are not eligible to be included in a Trust but
would have been selected by applying the appropriate strategy. Modifications to
these assumptions would alter the results of the comparative calculations. Prior
to this offering, neither the Sponsor nor to its knowledge any other entity
independently maintained an annual performance record of the securities which
would have been included in the Illinois Big Ten, Minnesota Big Ten, Missouri
Big Ten, Massachusetts Hub Ten or Pacific Ten in any given year, although the
information necessary to generate such a performance record was and continues to
be readily available.

The returns shown in the following tables and graphs are not guarantees of
future performance and should not be used as a predictor of returns to be
expected in connection with a Trust. Both stock prices (which may appreciate or
depreciate) and dividends (which may be increased, reduced or eliminated) will
affect the returns. Each strategy underperformed its respective index in certain
years. Accordingly, there can be no assurance that a Trust will outperform its
respective index over the life of a Trust or over consecutive rollover periods,
if available. A Unitholder of a Trust would not necessarily realize as high a
Total Return on an investment in the stocks upon which the hypothetical returns
are based for the following reasons, among others: the Total Return figures do
not reflect sales charges, commissions, Trust expenses or taxes; the Trusts are
established at different times of the year; the term of the Trusts may vary
slightly from those presented in compiling the Total Returns; the Trusts may not
be fully invested at all times or equally weighted in all stocks comprising a
strategy; and Securities are often purchased or sold at prices different from
the closing prices used in buying and selling Units.

<PAGE>

ANNUALIZED PERFORMANCE INFORMATION

The following table has been designed for use by investors who elect to
reinvest the proceeds from their Units into a New Trust approximately thirteen
months after the date of this Prospectus. This table shows hypothetical Strategy
Total Returns and actual Total Returns of the DJIA and S&P 500 Index over
consecutive one-year periods commencing January 1, 1983, and through the most
recent quarter. Each Strategy Total Return assumes that the Strategy is
reapplied at the beginning of each year.

COMPARISON OF TOTAL RETURNS(1)

<TABLE>
<CAPTION>
HYPOTHETICAL ONE-YEAR STRATEGY TOTAL RETURNS INDEX TOTAL RETURNS INDEX TOTAL RETURNS
--------------------------------------------------------------------------------- -----------------------
YEAR
ENDED POWER POWER ILLINOIS MINNESOTA MISSOURI MASSACHUSETTS PACIFIC
12/31 FIVE(4) TEN(4) BIG TEN BIG TEN BIG TEN HUB TEN TEN DJIA(2,4) S&P 500(3,4)
- ------ -------- ------- -------- --------- -------- ------------- ------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1983 36.11% 38.75% 33.13% 23.52% 30.19% 10.00% 20.53% 25.68% 22.27%
1984 10.88 5.75 19.49 1.87 -0.36 12.01 3.71 1.07 5.95
1985 37.84 29.40 38.26 47.37 30.23 28.45 20.59 32.83 31.44
1986 30.31 34.79 22.80 17.98 10.53 24.10 17.94 26.96 18.35
1987 11.06 6.07 4.34 4.02 2.78 -8.27 6.31 6.00 5.67
1988 21.22 24.33 26.35 17.52 40.09 12.30 14.98 15.97 16.57
1989 10.49 25.66 26.94 33.04 34.99 5.90 31.40 31.74 31.11
1990 -15.27 -7.57 -19.51 2.26 -11.88 -17.91 -4.01 -0.61 -3.20
1991 61.79 34.02 55.62 42.21 51.13 59.48 29.55 23.99 30.13
1992 22.88 7.79 18.46 20.15 18.66 18.84 17.27 7.37 7.49
1993 33.82 26.91 24.73 8.48 23.93 2.55 15.74 16.74 9.88
1994 8.08 4.05 2.24 0.37 -3.39 5.37 6.61 4.94 1.28
1995 30.26 36.51 55.78 27.32 24.42 34.12 43.34 36.47 37.01
1996 26.12 28.18 15.12 17.23 24.32 33.58 51.70 28.58 22.68
1997 20.08 21.69 17.86 34.18 51.10 26.57 23.23 24.91 33.35
</TABLE>

- -----------------------
(1) Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the
total dividends paid on each group of stocks during the period divided by
the opening market value of each group of stocks as of the first trading
day of a period. DJIA and S&P 500 Index are unmanaged indices and do not
incur sales charges, commissions, expenses or taxes. Total return of the
Power Five, Power Ten, Illinois Big Ten, Minnesota Big Ten, Missouri Big
Ten and Pacific Ten, respectively, does not take into consideration any
applicable sales charges, commissions, expenses or taxes. Returns would be
lower as a result of such charges and expenses.

(2) An index of 30 stocks compiled by Dow Jones & Company, Inc. Source:
Bloomberg L.P.

(3) The S&P 500 Index is a total return index consisting of 500 widely held
common stocks calculated by Standard & Poor's. Source: FactSet Data
Systems, Inc.

(4) For the five year period between January 1, 1978 and December 31, 1982, the
Power Five Strategy achieved an annual total return (assuming one-year
rollover) of 1.26% in 1978, 9.91% in 1979, 40.53% in 1980, 3.64% in 1981
and 41.88% in 1982; the Power Ten Strategy achieved an annual total return
(assuming one-year rollover) of 0.12% in 1978, 12.99% in 1979, 27.23% in
1980, 7.73% in 1981 and 26.05% in 1982; the DJIA achieved an annual total
return of 2.62% in 1978, 10.52% in 1979, 21.45% in 1980, -3.40% in 1981 and
25.84% in 1982; and the S&P 500 Index achieved an annual total return of
6.40% in 1978, 18.01% in 1979, 31.50% in 1980, -4.83% in 1981 and 20.26% in
1982.

There can be no assurance that the Portfolios of the Trusts, if held for 13
months, will outperform the S&P 500 Index or the DJIA over the stated period.

<PAGE>

SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1983?

POWER POWER
FIVE TEN
STRATEGY STRATEGY DJIA

U.S. DOLLAR AMOUNT

1983 13,611 13,875 12,568
1984 15,092 14,673 12,702
1985 20,803 18,987 16,873
1986 27,108 25,592 21,422
1987 30,106 27,146 22,707
1988 36,495 33,750 26,333
1989 40,323 42,410 34,691
1990 34,166 39,200 34,480
1991 55,276 52,536 42,751
1992 67,924 56,628 45,902
1993 90,895 71,867 53,586
1994 98,240 74,777 56,233
1995 127,967 102,079 76,742
1996 161,392 130,844 98,674
1997 193,800 159,224 123,254

The chart above represents hypothetical past performance of strategies
employed over consecutive one-year periods by the Power Five and Power Ten as
compared to the DJIA from January 1, 1983 through December 31, 1997 and should
not be indicative of future results. For the full years commencing January, 1983
through December, 1997, the average annual return for the Power Five, Power Ten
and the DJIA was 21.85%, 20.26% and 18.23%, respectively. The chart assumes that
all dividends during a year are reinvested at the end of that year and does not
reflect sales charges, commissions, expenses or taxes. There can be no assurance
that the Power Five or Power Ten Trusts will outperform the DJIA over a thirteen
month period or over consecutive rollover periods, if available.

<PAGE>

SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1983?

ILLINOIS MINNESOTA MISSOURI
BIG TEN BIG TEN BIG TEN S&P 500
STRATEGY STRATEGY STRATEGY INDEX

U.S. DOLLAR AMOUNT

1983 13,313 13,019 12,352 12,227
1984 15,908 12,972 12,583 12,955
1985 21,994 16,894 18,544 17,027
1986 27,009 18,673 21,878 20,152
1987 28,181 19,192 22,757 21,295
1988 35,606 26,886 26,744 24,823
1989 45,199 36,293 35,580 32,546
1990 36,381 31,981 36,385 31,504
1991 56,615 48,333 51,743 40,996
1992 67,067 57,352 62,169 44,067
1993 83,652 71,076 67,441 48,421
1994 85,526 68,667 67,690 49,040
1995 133,232 85,435 86,183 67,190
1996 153,377 106,213 101,033 82,429
1997 180,770 160,488 135,566 109,919

The chart above represents hypothetical past performance of strategies
employed over consecutive one-year periods by the Illinois Big Ten, Minnesota
Big Ten and Missouri Big Ten as compared to the S&P 500 Index from January 1,
1983 through December 31, 1997 and should not be indicative of future results.
For the full years commencing January, 1983 through December, 1997, the average
annual return for the Illinois Big Ten, Minnesota Big Ten, Missouri Big Ten and
the S&P 500 Index was 21.29%, 18.98%, 20.33% and 17.33%, respectively. The chart
assumes that all dividends during a year are reinvested at the end of that year
and does not reflect sales charges, commissions, expenses or taxes. There can be
no assurance that the Illinois Big Ten, Minnesota Big Ten or Missouri Big Ten
Trusts will outperform the S&P 500 Index over a thirteen month period or over
consecutive rollover periods, if available.

<PAGE>

SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1983?

PACIFIC MASSACHUSETTS
TEN S&P 500 HUB TEN
STRATEGY INDEX STRATEGY

U.S. DOLLAR AMOUNT

1983 12,053 12,227 11,000
1984 12,500 12,955 12,231
1985 15,074 17,027 15,826
1986 17,778 20,152 19,641
1987 18,900 21,295 18,409
1988 21,731 24,823 20,673
1989 28,555 32,546 21,893
1990 27,410 31,504 17,792
1991 35,509 40,996 28,662
1992 41,642 44,067 34,005
1993 48,196 48,421 34,875
1994 51,382 49,040 36,748
1995 73,651 67,190 49,286
1996 111,729 82,429 65,842
1997 137,683 109,919 83,336

The chart above represents hypothetical past performance of the strategies
employed over consecutive one-year periods by the Massachusetts Hub Ten and the
Pacific Ten as compared to the S&P 500 Index from January 1, 1983 through
December 31, 1997 and should not be indicative of future results. For the full
years commencing January, 1983 through December, 1997, the average annual return
for the Pacific Ten, Massachusetts Hub Ten and the S&P 500 Index was 19.10%,
15.18% and 17.33%, respectively. The chart assumes that all dividends during a
year are reinvested at the end of that year and does not reflect sales charges,
commissions, expenses or taxes. There can be no assurance that the Pacific Ten
Trust will outperform the S&P 500 Index over a thirteen month period or over
consecutive rollover periods, if available.

<PAGE>

BI-ANNUAL PERFORMANCE INFORMATION

The following table has been designed for use by investors who elect to
reinvest the proceeds from their Units into a New Trust at termination
(approximately 2 years). This table shows annualized Strategy Total Returns over
two-year periods commencing with the two-year period ending December 31, 1982.
Each Strategy Total Return assumes that the Strategy is reapplied on a bi-annual
basis. As the table shows annualized Strategy Total Returns over two-year
periods for each of the last sixteen years the individual Strategies overlap
each other in consecutive years. For instance, the Strategy Total Returns shown
for the two-year period ending December 31, 1982 represents the annualized Total
Return over such two-year period of the common stocks selected by applying the
Strategy on January 1, 1981, while the Strategy Total Returns shown for the
two-year period ending December 31, 1983 represents the annualized Total Return
over such two-year period of the common stocks selected by applying the Strategy
on January 1, 1982. The Index Total Returns represent the annualized Total
Returns of the respective index.

COMPARISON OF TOTAL RETURNS(1)

<TABLE>
<CAPTION>
ANNUALIZED
ANNUALIZED HYPOTHETICAL TWO-YEAR STRATEGY TOTAL RETURNS INDEX TOTAL RETURNS
-------------------------------------------------------------------------- ------------------------
TWO YEAR
PERIOD ENDED POWER POWER ILLINOIS MINNESOTA MISSOURI MASSACHUSETTS PACIFIC
12/31 FIVE(4) TEN(4) BIG TEN BIG TEN BIG TEN HUB TEN TEN DJIA(2,4) S&P 500(3,4)
----------- ------- ------ -------- --------- -------- ------------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1982 24.55% 23.55% 14.70% 28.58% 23.47% 2.60% -8.03% 25.84% 20.26%
1983 28.18 29.40 31.27 29.17 32.81 19.23 15.96 25.68 22.27
1984 22.72 14.76 27.24 12.29 14.64 7.31 13.23 1.07 5.95
1985 25.89 17.67 28.07 23.52 13.52 15.78 11.81 32.83 31.44
1986 36.70 27.79 31.25 35.17 20.94 22.25 17.03 26.96 18.35
1987 30.58 19.45 9.33 14.17 9.99 8.97 10.32 6.00 5.67
1988 11.55 11.30 13.55 8.01 12.72 3.04 9.92 15.97 16.57
1989 19.93 12.84 10.82 8.62 5.42 11.40 8.60 31.74 31.11
1990 21.94 12.43 8.34 18.64 10.39 -8.04 15.03 -0.61 -3.20
1991 9.76 9.00 4.96 21.33 21.15 12.25 3.97 23.99 30.13
1992 51.33 33.09 29.41 26.63 30.85 38.83 26.73 7.37 7.49
1993 24.82 20.03 21.57 16.87 16.66 10.16 13.00 16.47 9.88
1994 21.96 17.55 13.98 7.16 14.79 3.01 10.55 4.94 1.28
1995 25.70 23.10 22.45 12.54 2.95 14.29 24.76 36.47 37.01
1996 39.69 35.25 27.93 19.40 29.36 26.44 44.29 28.58 22.68
1997 15.70 23.77 24.82 26.10 28.81 32.29 36.59 24.91 33.35
</TABLE>

(2) An index of 30 stocks compiled by Dow Jones & Company, Inc. Source:
Bloomberg L.P.

(3) The S&P 500 Index is a total return index consisting of 500 widely held
common stocks calculated by Standard & Poor's. Source: FactSet Data
Systems, Inc.

<PAGE>

(4) For the five year period between January 1, 1977 and December 31, 1981, the
Power Five Strategy achieved an average annual total return over the
two-year period ending in the year indicated of 27.08% in 1977, 2.99% in
1978, 11.65% in 1979, 23.10% in 1980 and 18.02% in 1981; the Power Ten
Strategy achieved an average annual total return over the two-year period
ending in the year indicated of 17.57% in 1977, -2.18% in 1978, 7.34% in
1979, 19.77% in 1980 and 14.92% in 1981; the DJIA achieved an average
annual total return in the year indicated of -12.76% in 1977, 2.62% in
1978, 10.52% in 1979, 21.45% in 1980 and -3.40% in 1981; and the S&P 500
Index achieved an average annual total return in the year indicated of
-7.19% in 1977, 6.40% in 1978, 18.01% in 1979, 31.50% in 1980 and -4.83% in
1981.

There can be no assurance that the Portfolios of the Trusts, if held for
two years, will outperform the S&P 500 Index or the DJIA over the life of the
Trusts.

<PAGE>

SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1982?

TWO
YEAR POWER POWER
PERIOD FIVE TEN
ENDING STRATEGY STRATEGY DJIA

U.S. DOLLAR AMOUNT

1982 $10,000 10,000 $10,000
1983 12,818 12,940 12,568
1984 15,730 14,850 12,702
1985 19,803 17,474 16,873
1986 27,070 22,330 21,422
1987 35,349 26,673 22,707
1988 39,431 29,687 26,333
1989 47,290 33,499 34,691
1990 57,655 37,663 34,480
1991 63,294 41,053 42,751
1992 95,782 54,637 45,902
1993 119,555 65,581 53,586
1994 145,810 77,090 56,233
1995 183,283 94,898 76,742
1996 256,028 128,349 98,674
1997 296,224 158,858 123,254

The chart above represents hypothetical past performance of the strategies
employed over two-year periods by the Power Five and Power Ten as compared to
the DJIA and should not be indicative of future results. The chart reflects a
hypothetical assumption that $10,000 was invested on January 1, 1982 and shows
the average annual return for each two-year period for each Strategy as well as
the DJIA assuming that each Strategy was originally applied on January 1, 1981
and re-applied bi-annually through December 31, 1997. The average annual return
over the stated period for the Power Five, Power Ten and the DJIA was 25.35%,
20.25% and 18.23%, respectively. The chart assumes that all dividends during a
year are reinvested at the end of that year and does not reflect sales charges,
commissions, expenses or taxes. There can be no assurance that the Power Five or
Power Ten Trusts will outperform the DJIA over their approximately two-year life
or over consecutive rollover periods, if available.

<PAGE>

SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1982?

TWO
YEAR ILLINOIS MINNESOTA MISSOURI
PERIOD BIG TEN BIG TEN BIG TEN S&P 500
ENDING STRATEGY STRATEGY STRATEGY INDEX

U.S. DOLLAR AMOUNT

1982 10,000 10,000 $10,000 $10,000
1983 13,127 12,917 13,281 12,227
1984 16,703 14,504 15,225 12,955
1985 21,391 17,916 17,284 17,027
1986 28,076 24,217 20,903 20,152
1987 30,696 27,649 22,991 21,295
1988 34,855 29,863 25,916 24,823
1989 38,626 32,437 27,320 32,546
1990 41,847 38,484 30,159 31,504
1991 43,923 46,692 36,538 40,996
1992 56,841 59,126 47,809 44,067
1993 69,101 69,101 55,774 48,421
1994 78,762 74,049 64,023 49,040
1995 96,444 83,334 65,912 67,190
1996 123,381 99,501 85,264 82,429
1997 154,004 125,471 109,829 109,919

The chart above represents hypothetical past performance of the strategies
employed over two-year periods by the Illinois Big Ten, Minnesota Big Ten and
Missouri Big Ten as compared to the S&P 500 Index and should not be indicative
of future results. The chart reflects a hypothetical assumption that $10,000 was
invested on January 1, 1982 and shows the average annual return for each
two-year period for each Strategy as well as the S&P 500 Index assuming that
each Strategy was originally applied on January 1, 1981 and re-applied
bi-annually through December 31, 1997. The average annual return over the stated
period for the Illinois Big Ten, Minnesota Big Ten, Missouri Big Ten and S&P 500
Index was 20.00%, 18.37%, 17.32% and 17.33%, respectively. The chart assumes
that all dividends during a year are reinvested at the end of that year and does
not reflect sales charges, commissions, expenses or taxes. There can be no
assurance that the Illinois Big Ten, Minnesota Big Ten and Missouri Big Ten
Trusts will outperform the S&P 500 Index over their approximately two-year life
or over consecutive rollover periods, if available.

<PAGE>

SUPPOSE YOU HAD INVESTED $10,000 ON JANUARY 1, 1982?

TWO
YEAR PACIFIC MASSACHUSETTS
PERIOD S&P 500 TEN HUB TEN
ENDING INDEX STRATEGY STRATEGY

U.S. DOLLAR AMOUNT

1982 $10,000 10,000 10,260
1983 12,227 11,596 12,233
1984 12,955 13,130 13,127
1985 17,027 14,681 15,199
1986 20,152 17,181 18,580
1987 21,295 18,954 20,247
1988 24,823 20,834 20,863
1989 32,546 22,626 23,241
1990 31,504 26,027 21,372
1991 40,996 27,060 23,990
1992 44,067 34,293 33,258
1993 48,421 38,751 36,637
1994 49,040 42,839 37,740
1995 67,190 53,447 43,133
1996 82,429 77,118 54,537
1997 109,919 106,336 72,147

The chart above represents hypothetical past performance of the strategies
employed over two-year periods by the Massachusetts Hub Ten and the Pacific Ten
as compared to the S&P 500 Index and should not be indicative of future results.
The chart reflects a hypothetical assumption that $10,000 was invested on
January 1, 1982 and shows the average annual return for each two-year period for
the Massachusetts Hub Ten Strategy and the Pacific Ten Strategy as well as the
S&P 500 Index assuming that the Strategy was originally applied on January 1,
1981 and re-applied bi-annually through December 31, 1997. The average annual
return over the stated period for the Massachusetts Hub Ten, the Pacific Ten and
S&P 500 Index was 16.95%, 20.20% and 17.33%, respectively. The chart assumes
that all dividends during a year are reinvested at the end of that year and does
not reflect sales charges, commissions, expenses or taxes. There can be no
assurance that the Pacific Ten Trust will outperform the S&P 500 over its
approximately two-year life or over consecutive rollover periods, if available.

Past performance of any investment strategy may not be indicative of
results of future Trusts. Trust performance may be compared to the performance
on the same basis of investment strategies utilized by a Trust (which may show
performance net of expenses and charges which such Trust would have charged),
the DJIA, the S&P 500 Index, other investment indices, or performance data from
publications such as Morningstar Publications, Inc. This performance may also be
compared for various periods with an investment in short-term U.S. Treasury
securities; however, the investor should bear in mind that Treasury securities
are fixed income obligations, having the highest credit characteristics, while
equity securities involve greater risk because they have no maturities, are not
guaranteed by the full faith and credit of the United States, and income thereon
is subject to the financial condition of, and declaration by, the issuers. Past
performance, of course, may not be indicative of future results and results
actually achieved by any Unitholder will vary depending on such factors as the
dates the Unitholder purchased and sold his Units. The securities included in
each Trust represent higher geographic and/or industry concentrations, and less
diversification, than those of the S&P 500 and DJIA. The average P/E ratio of
the Power Five, Power Ten, Illinois Big Ten, Minnesota Big Ten, Missouri Big
Ten, Massachusetts Hub Ten and Pacific Ten Trusts as of
is , , , , , , and , respectively. In addition, the average
Beta of the Power Five, Power Ten, Illinois Big Ten, Minnesota Big Ten,
Missouri Big Ten, Massachusetts Hub Ten and Pacific Ten Trusts as of is
, , , , , , and , respectively.

<PAGE>

TRUST PORTFOLIO

POWER FIVE

The Power Five Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."

INTERNATIONAL PAPER COMPANY
PHILIP MORRIS COS. INC.
E.I. DUPONT DE NEMOURS & CO.
EASTMAN KODAK CO.
GENERAL MOTORS CORPORATION

INTERNATIONAL PAPER COMPANY is the world's leading producer of forest
products and a leading distributor of paper (printing and writing papers,
paperboard, linerboard, and cartons) and office supplies. The company's nonpaper
offerings include chemicals (Arizona Chemical), nonwoven fabrics (Veratec), oil
and gas, and photographic films (Anitec, Horsell, Ilford). It has production
facilities in 31 countries and sells its products in more than 130 countries,
although the US market accounts for nearly 3/4 of the company's sales.

PHILIP MORRIS COS. INC. operations include the world's largest tobacco
business; it controls almost half of the US tobacco market and owns Marlboro. In
addition to Marlboro, the world's best-selling cigarette, the company makes such
brands as Virginia Slims. Philip Morris gets almost half of its revenue (but
only 1/3 of its profits) from food and beer subsidiaries that include Kraft (the
US's largest food company and marketer of such leading brands as Jell-O, Oscar
Mayer, and Post cereals) and Miller Brewing (ranked #2 among beer makers, after
Anheuser-Busch). The company also operates financial services and real estate
investment businesses.

E.I. DUPONT DE NEMOURS & CO. is the #1 chemical company in the world. It is
organized into 6 business segments: Chemicals (refrigerants, pigments, and
polymer intermediaries), Fibers (Lycra, Tyvek, textiles, nylons), Polymers
(elastomers, nylon resins, film, finishes, packaging materials), Petroleum
(Conoco), Life Sciences (agricultural products, biotechnology, and
pharmaceuticals), and Diversified Businesses (films, photopolymer and
electronics, printing and publishing, and coal). DuPont has operations in about
70 countries. Its largest subsidiary, Conoco, is the 7th largest US oil company.

EASTMAN KODAK CO. makes cameras, copiers, film, and projectors. The company
is aggressively expanding and improving its digital imaging products and
services for consumers and professionals in the US and its film products in the
developing world, while continuing to defend its lucrative, market-leading, but
mature US film business. Eastman Kodak is forming alliances with retailers to
become their exclusive film brand.

GENERAL MOTORS CORP. (GM) is the world's largest industrial enterprise and
the #1 manufacturer of cars and trucks. In the US its Buick, Cadillac,
Chevrolet, Geo, GMC, Oldsmobile, Pontiac and Saturn brands account for about one
out of 3 autos on the road. GM also provides financing through GMAC, makes
vehicle components (Delphi Automotive), and produces automobiles for foreign
manufacturers Holden, Opel, Isuzu, and Saab. About 1/3 of GM's sales are
generated outside North America.

<PAGE>

POWER TEN

The Power Ten Trust consists of the following issues of Securities selected
based upon those factors referred to under "Objectives and Securities
Selection."

PHILIP MORRIS COS. INC.
J.P. MORGAN & CO.
GENERAL MOTORS CORP.
CHEVRON CORPORATION
EASTMAN KODAK CO.
EXXON CORP.
MINNESOTA MINING & MANUFACTURING CO.
INTERNATIONAL PAPER COMPANY
AT&T CORP.
E.I. DUPONT DE NEMOURS & CO.

J.P. MORGAN & CO., one of the US's premier international banking companies,
is organized along 5 broad business lines, comprising Finance and Advisory
(investment banking), Market Making (brokerage services dealing in securities,
currencies, commodities, and derivatives), Asset Management and Servicing
(services to institutions, corporations, and high-net-worth individuals),
Proprietary Investing and Trading (trading for J.P. Morgan's own account), and
the Equity Investment group, a relatively small segment that has been growing
rapidly since it received regulatory approval to make its own direct equity
investments in companies.

CHEVRON CORPORATION, international oil company, has net reserves of more
than 4 billion barrels of oil. The integrated oil giant has operations that run
the gamut from the wellhead to the self-service pump. Chevron holds about a 1/4
interest in NGC Corp., the largest natural gas and natural gas liquids
wholesaler in North America, and a 50% stake in Caltex, a global refiner and
marketer.

EXXON CORP. is the world's #2 oil company (behind Royal Dutch/Shell),
Exxon has oil reserves of 6.6 billion barrels and gas reserves of 42.2 trillion
cu. ft. The company operates or markets products in more than 100 countries.
Each day Exxon sells about 65 million gallons of fuel to more than eight

<PAGE>

million motorists. Exxon also produces and sells other petrochemicals, mines
coal and other minerals, and owns 60% of a Hong Kong electric power generating
station.

MINNESOTA MINING & MANUFACTURING CO. (3M) is a diversified manufacturer
whose creations include masking tape, sandpaper, Scotch Magic Tape, Scotchgard
Fabric Protector, and Post-it Notes. The company has spun off its data storage,
billboard, and imaging businesses to focus on its Industrial and Consumer Sector
(pressure-sensitive tapes, adhesives, abrasives, fluorochemicals, and nonwoven
adhesives) and its Life Sciences Sector (medical/surgical supplies, drug
delivery technologies, and dental products). Heavily committed to R&D, about 30%
of the company's revenues are generated from products introduced within the past
4 years.

AT&T CORP. is the US's #1 long-distance telephone carrier (ahead of MCI and
Sprint). Facing increasing competition in a deregulated marketplace, the company
has gone through a major restructuring, spinning off Lucent Technologies and NCR
Corp., to focus on its communications services. Among those services are
wireless phone service (including cellular, messaging, and air-to-ground
services), Internet access (AT&T WorldNet), video entertainment (through an
equity interest in DBS provider DIRECTV), and international telephone services.
It also offers the AT&T Universal credit card.

ILLINOIS BIG TEN

The Illinois Big Ten Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."

PEOPLE'S ENERGY CORPORATION UNITRIN, INC.
LAWTER INTERNATIONAL, INC.
ARTHUR J. GALLAGHER & COMPANY
NICOR, INC.
AMOCO CORPORATION
FEDERAL SIGNAL CORPORATION
AMERITECH CORPORATION
A.M. CASTLE & CO.
WOODWARD GOVERNOR COMPANY

PEOPLE'S ENERGY CORPORATION is a holding company for 2 public utilities and
4 unregulated energy firms that serve Chicago and 54 communities in northeastern
Illinois. The 2 public utilities (Peoples Gas Light and Coke and North Shore
Gas) buy, store, distribute, and sell natural gas, and service more than 975,000
residential, commercial, and industrial accounts.

UNITRIN, INC. is an insurance holding company. Subsidiaries United
Insurance Company of America, Union National Life, and The Pyramid Life
Insurance Co. sell traditional and group life insurance and

<PAGE>

individual health and Medicare supplement policies. Trinity Universal, Financial
Indemnity, United Casualty Insurance Company of America, and Union National Fire
Insurance offer automobile, homeowners, fire, commercial, and workers'
compensation. Fireside Thrift finances used automobiles and makes personal
loans. Unitrin also holds stakes in diversified manufacturer Curtiss-Wright,
electronics maker Litton Industries, and oilfield services and industrial
automation company Western Atlas.

LAWTER INTERNATIONAL, INC. manufactures specialty chemicals. The company
makes printing ink vehicles, slip additives, synthetic resins, hydrocarbons,
fluorescent pigments and coatings, and thermographic compounds. It also makes
thermographic and rota-matic equipment. Lawter International sells its products
to companies that make printing ink, display advertising, plastics, rubber
compounds, paints, coatings, and toys for use in greeting cards, specialty
printing, business cards, stationery, and bottles. The company's top customers
are BASF, Coates/Lorilleux, Dianippon Ink and Chemicals, Sicp, and Toyo.

ARTHUR J. GALLAGHER & COMPANY provides insurance brokerage and risk
management services from about 150 offices in the US and overseas. It primarily
brokers insurance for corporations, governmental entities, and other
institutions and individuals. Brokerage commissions from insurance companies
generate more than 50% of the firm's revenue.

NICOR, INC. is a holding company for businesses engaged in gas distribution
and containerized shipping. Its Northern Illinois Gas, responsible for most of
NICOR's sales, serves more than 1.8 million customers in a 17,000 sq. mi.
territory covering nearly 550 communities in northern and western Illinois. The
company's Tropical Shipping subsidiary transports freight with its fleet of 14
vessels between the Port of Palm Beach, Florida, and 22 ports in the Caribbean,
Central America, and Mexico.

AMOCO CORPORATION is the US's 5th largest oil company. It has 9,300
gasoline retail outlets, mainly in the midwestern, eastern, and southeastern US.
The company is the largest producer of natural gas in North America, and it
conducts exploration and production activities in 19 countries. Amoco is also
the world leader in a number of chemical products, including purified
terephthalic acid (used to make polyester fabric and plastic containers) and
polybutene (used in cable insulation, fuel additives, and adhesives). It is a
leading producer of polypropylene, which is used in synthetic fabrics and
fibers, as well.

FEDERAL SIGNAL CORPORATION. "Better safe than sorry" could easily be the
motto of Federal Signal, maker of safety and rescue equipment. Its
safety-products group serves government and industry with siren, horn, and bell
warning signals, as well as weather and power-plant warning and evacuation
systems. The sign group sells, leases, and repairs illuminated and
non-illuminated signs for commercial and industrial customers. Federal Signal's
tool group supports private industry with die components and precision tooling
products, while its vehicle group makes street sweepers, waste-removal vehicles,
and fire and rescue trucks.

AMERITECH CORPORATION, a regional Bell operating company (RBOC), focuses on
core local telephone and cellular telecommunication services in the 5-state
Great Lakes region of Illinois, Indiana, Michigan, Ohio, and Wisconsin. It is
also the US's #2 security monitoring company. With 12 million local phone
customers and 2.5 million cellular customers, the company is developing new
long-distance and interactive services in an effort to transform itself into a
full-service telecommunications company.

A.M. CASTLE & CO. distributes specialty metals in various forms (round,
bars, sheets, and coils) to durable equipment manufacturers. Most of its sales
are of carbon and stainless steel but the company also deals in alloys,
aluminum, copper, brass and titanium. The company operates primarily in the
Midwest and California, with about half of its sales concentrated in Chicago,
Cleveland and Los Angeles. Castle operates under the Castle name in the UK and
Canada through subsidiaries, and has a Mexican

<PAGE>

joint venture, Castle de Mexico. The company offers bar processing through its
Hy-Alloy unit, and has entered the industrial plastics business through
acquisitions.

WOODWARD GOVERNOR COMPANY designs and manufactures engine fuel delivery and
engine control systems, subsystems, and components. The company's products
include devices used on diesel engines, steam turbines, industrial and aircraft
gas turbines, and hydraulic turbines. Most of Woodward's products are made from
cast iron, cast aluminum, and bar steel, and many are produced by contractors.
Woodward has 5 plants in the US in Colorado, Illinois, and New York, and 10
facilities overseas in Australia, Brazil, Germany, India, Japan, the
Netherlands, and the UK.

MINNESOTA BIG TEN

The Minnesota Big Ten Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."

DELUXE CORPORATION
JOSTENS, INC.
GENERAL MILLS, INC.
INTERNATIONAL MULTIFOODS CORPORATION
MINNESOTA MINING & MANUFACTURING CO.
SUPERVALU, INC.
ARCTIC CAT, INC.
ST. PAUL COMPANIES, INC.
POLARIS INDUSTRIES, INC.
TENNANT CO.

DELUXE CORPORATION is a leading US supplier of checks and electronic
payment services to the financial and retail industries. The company has
expanded through 25 subsidiaries into fraud avoidance, form printing, and other
businesses, such as mail-order greeting cards. Its Deluxe Financial Services
unit produces the largest share of its income (nearly 3/4) and includes ATM
cards, charge cards, and various collection services, in addition to the
printing of checks and related documents for financial institutions. The Deluxe
Electronic Payment Systems unit provides electronic funds transfer processing
and software.

JOSTENS, INC. Best known for its class rings and yearbooks, Jostens sells a
wide range of products and services for the memento and recognition market. Its
School Products Segment sells yearbooks and memory books, provides commercial
printing services to elementary through college students, and takes class and
individual school pictures. The company sells class and athletic rings and
provides graduation announcements, caps, gowns, and diplomas to students in
junior high, high school, and college. Jostens sells its products through 1,000
independent representatives.

GENERAL MILLS, INC., one of the top US makers of consumer foods, makes the
US's most popular cereal brand (Cheerios). It is the leading maker of flour
(Gold Medal), dessert and baking mixes (Betty Crocker, Bisquick), dinner mixes
(Hamburger Helper), and fruit snacks (Fruit Roll-Ups). The company is #2 for
refrigerated yogurt (Yoplait), and popular snacks include Bugles and Pop Secret
microwave popcorn. It also sells Betty Crocker cookbooks, licenses Betty Crocker
housewares, and runs a food service division.

INTERNATIONAL MULTIFOODS CORPORATION is the US's #1 distributor to the
vending industry. A diversified food processor, it distributes more than 8,000
food products (candy, snacks, juices, and coffee) to vending machine operators,
coffee service operators, and other concessionaires, as well as cheese and other
items to independent pizza restaurants. In addition, the company produces more
than 3,000 products, such as baking mixes for grocery stores and the
food-service industry in the US and Canada. Multifoods also has operations in
Venezuela and exports to Asia, the Caribbean, and Russia.

<PAGE>

MINNESOTA MINING & MANUFACTURING CO. (3M) is a diversified manufacturer
whose creations include masking tape, sandpaper, Scotch Magic Tape, Scotchgard
Fabric Protector, and Post-it Notes. The company has spun off its data storage,
billboard, and imaging businesses to focus on its Industrial and Consumer Sector
(pressure-sensitive tapes, adhesives, abrasives, fluorochemicals, and nonwoven
adhesives) and its Life Sciences Sector (medical/surgical supplies, drug
delivery technologies, and dental products). Many of the company's 50,000
products dominate their respective markets. Heavily committed to R&D, about 30%
of the company's revenues are generated from products introduced within the past
4 years.

SUPERVALU, INC. is among the US's top food distributors, supplying its
4,900 (primarily independent) supermarkets in 48 states with thousands of
grocery and nongrocery items, including produce, meat, dairy products, paper
goods, and clothes. SUPERVALU has realigned its operations into 4 logistical and
6 marketing regions and opened new distribution centers to increase operating
efficiency and profitability. The company also operates more than 320 of its own
supermarkets under the Cub Foods, Shop-N-Save, and other names.

ARCTIC CAT (formerly Arctco) makes Arctic Cat snowmobiles (Arctic Cat
performance, Bearcat utility, Cougar touring, Kitty Cat children, and Puma
economy models), Tigershark personal watercraft, and a line of all-terrain
vehicles (ATVs). The company also markets related parts, garments (wet suits,
jackets), and accessories (gloves, helmets). Arctic Cat sells through a network
of independent dealers throughout the US, Canada, Scandinavia, and other
international markets.

ST. PAUL COMPANIES, INC. is Minnesota's largest insurer. Through its
subsidiaries, the company offers property/casualty insurance, reinsurance, and
investment services. St. Paul Fire and Marine sells commercial insurance
(including general liability, customized coverage, and workers' compensation)
and personal lines (including home and auto coverage).

POLARIS INDUSTRIES, INC. is the world's #1 maker of snowmobiles, with 38%
of the market. It's also a leading maker of personal watercraft and 4- and
6-wheel all-terrain recreational and utility vehicles, and the company plans to
make cruiser-style motorcycles. Polaris also makes replacement parts,
accessories and recreational clothing and gear. It sells through 2,000 dealers
in North America and 60 distributors in 118 countries.

TENNANT CO. produces products and equipment used in nonresidential floor
maintenance. The company's industrial floor maintenance division makes
walk-behind, indoor riding, and outdoor sweepers and scrubbers used to clean
surfaces of factories, warehouses, stadiums, parking garages, and other
high-traffic areas. It sells to industrial users around the world. Tennant's
commercial floor maintenance division produces small and medium scrubbers and
sweepers, carpet extractors, burnishers, buffers, and polishers used to clean
surfaces of office buildings, supermarkets, retail stores, airport terminals,
and hospitals. The company also makes chemical sealers, resurfacers, and
coatings for floor maintenance applications.

<PAGE>

MISSOURI BIG TEN

The Missouri Big Ten Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."

LACLEDE GAS COMPANY CPI CORP.
ANHEUSER-BUSCH COMPANIES, INC.
MAY DEPARTMENT STORES COMPANY
MAGNA GROUP, INC.
KELLWOOD COMPANY
EMERSON ELECTRIC COMPANY
MERCANTILE BANCORPORATION
H&R BLOCK, INC.
KANSAS CITY LIFE INSURANCE COMPANY

LACLEDE GAS COMPANY is a public utility that transports and sells natural
gas to residential, commercial, and industrial utility customers in eastern
Missouri. It purchases natural gas from about 45 suppliers and transports it
through the pipeline systems of the Mississippi River Transmission Corp. and
Missouri Pipeline Co. Subsidiary Laclede Pipeline Co. owns and operates a
propane pipeline that connects the parent company's propane storage facilities
in Missouri to propane supply terminals in Illinois.

CPI CORP. is a market leader in preschool portrait photography and wall
decor retailing. The company licenses over 1,000 Sears Portrait Studios in the
US, Canada, and Puerto Rico. Sears studios account for over 60% of CPI's sales.
Subsidiary Prints Plus is a leading retailer of posters, prints, and custom
framing services with 156 mall stores across the US. CPI has entered into a
joint venture with Eastman Kodak Company to remake CPI's Fox Photo into a
specialized imaging service using digital-imaging technology. The company
operates 484 photofinishing locations under the names Fox Photo, Proex, and CPI
Photo Finish.

ANHEUSER-BUSCH COMPANIES, INC., the largest beer maker in the US with 45%
of the market, is also the world's largest brewer. The company makes leading
brands Budweiser, Bud Light, Michelob, and Busch, as well as specialty beers
including ZiegenBock Amber, Red Wolf Lager, and O'Doul's (nonalcoholic). The
company has joint ventures in Japan, Mexico, China, several South American
countries, and throughout Europe. It also operates theme parks (Busch Gardens,
Sea World) and water parks (Water Country, U.S.A., Adventure Island).

MAY DEPARTMENT STORES COMPANY is the US's #3 upmarket department store
operator (after Dayton Hudson and Federated), with about 365 stores. The St.
Louis-based company operates units in about 30 states under such well-known
names as Lord & Taylor (New York), Foley's (Houston), Filene's (Boston), Hecht's
(Washington, DC), Robinsons-May (Los Angeles), Famous-Barr (St. Louis), Meier &
Frank (Portland, Oregon), Kaufmann's (Pittsburgh), and Strawbridge's
(Philadelphia).

MAGNA GROUP, INC. is a multibank holding company for Magna Bank of
Illinois, Magna Bank of Iowa, and Magna Bank of Missouri. The banks provide
business, retail, trust, asset management, correspondent, leasing, insurance,
mortgage banking, real estate, and investment services to individual and
commercial customers. Magna Group operates a network of 103 banking centers in
64 communities and via 90 Magna Carta automated teller machines.

KELLWOOD COMPANY is an international manufacturer of apparel and
recreational camping merchandise. The company sells dresses, skirts, blazers,
shirts, sweaters, robes, career wool and linen, loungewear, beachwear, and
lingerie through subsidiaries Cape Cod-Cricket Lane, Parsons Place, E Z
Sportswear, Crowntuft Manufacturing, and Goodman Knitting. Another subsidiary,
American Recreation Products,

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makes sleeping bags, tents, backpacks, and outdoor clothing. Kellwood's products
are sold in more than 25,000 stores in Canada, China, Europe, Japan, Mexico, and
the US.

EMERSON ELECTRIC COMPANY makes electronic components and electric motors.
It also makes a wide variety of other equipment ranging from compressors and
diesel generators to hand tools and welding equipment. Emerson's commercial and
industrial segment makes process control systems, industrial motors and
machinery, and other electronic products. The company's brand names include
Fisher Controls, Rosemount, and Western Forge.

MERCANTILE BANCORPORATION is a commercial banking institution with more
than 70 banks operating from more than 500 locations in Missouri, Illinois,
eastern Kansas, northern Iowa, and Arkansas, a federal savings bank in
Davenport, Iowa, and several nonbanking subsidiaries. The company offers a full
range of banking services, including savings and demand deposits; commercial,
consumer, and real estate financing; bank credit cards; safe deposit services;
brokerage and investment management; credit life insurance; asset-based lending;
and trust services.

H&R BLOCK, INC. is a leading provider of financial and tax services. The
company's financial subsidiaries include Block Financial, Block Investment, and
Option One Mortgage, and they offer investment and securities trading advice.
The company also has major tax operations in Canada and Australia.

KANSAS CITY LIFE INSURANCE COMPANY sells individual life and annuity
products through general agents in nearly every state in the US. It also offers
variable annuity and universal life insurance. It has 2 life insurance
subsidiaries. Sunset Life, based in Olympia, Washington, offers the same types
of policies as Kansas City Life, primarily west of the Mississippi. The other,
Old American Insurance (OAIC), shares offices with its parent company in Kansas
City, Missouri, and focuses mainly on burial and other final needs insurance.

MASSACHUSETTS HUB TEN

The Massachusetts Hub Ten Trust consists of the following issues of
Securities selected based upon those factors referred to under "Objectives and
Securities Selection."

GILLETTE CO.
FLEET FINANCIAL GROUP INC.
EMC CORP.
BANKBOSTON CORP.
RAYTHEON CO.
STATE STREET CORP.
BOSTON SCIENTIFIC CORP.
THERMO ELECTRON CORP.
PARAMETRIC TECHNOLOGY CORP.
TJX COMPANIES, INC.

PACIFIC TEN

The Pacific Ten Trust consists of the following issues of Securities
selected based upon those factors referred to under "Objectives and Securities
Selection."

MICROSOFT CORPORATION
INTEL CORPORATION
DISNEY (WALT) COMPANY
HEWLETT-PACKARD COMPANY

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CISCO SYSTEMS, INC.
BANKAMERICA CORPORATION
CHEVRON CORPORATION
BOEING COMPANY
WELLS FARGO & COMPANY
ATLANTIC RICHFIELD COMPANY

MICROSOFT CORPORATION is the world's #1 independent software company. Its
software products include operating systems (Windows and its myriad versions),
spreadsheets (Excel), word processing (Word), games, and reference products. Its
Microsoft Network (MSN) offers proprietary online content, with NBC, the company
operates cable news channel MSNBC. Intel Corporation is the world's #1 maker of
microprocessors, with 90% of the market. Its microprocessors -- including the
Pentium -- have been providing the brains for IBM-compatible PCs since 1981. The
company has plants in Ireland, Israel, Malaysia, the Philippines, and the US.
Nearly 60% of its sales are outside the US.

DISNEY (WALT) COMPANY, the world's 2nd largest media conglomerate, has
interests in movie production (including Buena Vista Television, The Disney
Channel, Miramax Film Corp., and Touchstone Pictures), theme parks (including
Disneyland, Disneyland Paris, and Epcot), publication companies (Disney Hachette
Presse, Disney Press, Hyperion Press, and Mouse Works), and professional sports
franchises (the Mighty Ducks of Anaheim hockey team). Disney's ABC, Inc.,
division includes the ABC TV network, several TV stations, and shares in 3 cable
channels, including ESPN.

HEWLETT-PACKARD COMPANY (HP) ranks among the top 10 providers of desktop
computers (#6), servers (#2), peripherals (#2), and services such as systems
integration (#4). Computers, peripherals, and computer-related services account
for more than 80% of sales. The company also makes chemical analysis and
electronic testing equipment and medical electronics. HP is developing cable TV
products with Comcast, the US's #3 cable operator, and handheld devices for
voice, fax, and data communications with Finland's Nokia, the #2 maker of
portable phones.

CISCO SYSTEMS, INC., is considered the premier supplier of products that
link LANs and WANs. It has 70% of the market for routers (which tell messages
where to go) but ranks #2 in overall networking equipment sales, after 3Com.
Cisco also makes switches, dial-up access servers, and network management
software. Strategic relationships with the industry's biggest players, including
Microsoft and Intel, and telecoms such as MCI are boosting Cisco's influence on
the networking industry.

BANKAMERICA CORPORATION (BAC) is the US's 3rd largest banking company
behind Chase Manhattan and Citicorp. It offers financial services throughout the
US and 37 other countries. Basic consumer banking services are a major segment
of BAC's business. Other sectors include US corporate and international banking,
commercial real estate, middle-market banking to medium-size businesses, and
"wealth management" for individuals and institutions. Customers can bank at
supermarkets, by phone, via the Internet, or at almost 2,000 branches in 11
states.

CHEVRON CORPORATION, an international oil company, has net reserves of more
than 4 billion barrels of oil. The integrated oil giant has operations that run
the gamut from the wellhead to the self-service pump. Chevron holds about a 1/4
interest in NGC Corp., the largest natural gas and natural gas liquids
wholesaler in North America, and a 50% stake in Caltex, a global refiner and
marketer.

BOEING COMPANY, the world's leading maker of commercial jet aircraft,
became the #1 aerospace company in the world following its 1997 merger with
McDonnell Douglas, the world's #1 military aircraft maker. The company's Boeing
737, the best-selling jetliner in aviation history, is still its top seller.
Boeing's Defense & Space Group is developing the F-22 fighter (with Lockheed
Martin), the V-22 Osprey tiltrotor aircraft (with Bell Helicopter Textron), and
the RAH-66 Comanche helicopter (with Sikorsky). The McDonnell purchase adds the
F/A-18 Hornet and F-15 Eagle warplanes to the stable.

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WELLS FARGO & COMPANY WELLS FARGO is the #2 bank in California (after
BankAmerica), with combined assets of over $100 billion. The company's core
business is consumer retail banking, including checking and savings accounts and
consumer loans. It also offers retail and business banking, investment services,
real estate lending, international banking, and mortgage banking. The company
acquired Los Angeles-based First Interstate in 1996, extending its presence into
10 Western states.

ATLANTIC RICHFIELD COMPANY is an integrated oil company engaged in the
exploration, production and marketing of crude oil, natural gas and natural gas
liquids, as well as the refining, marketing and transportation of petroleum
products.

GENERAL. Investors should note that the previous criteria were applied to
the Securities selected for inclusion in each Trust portfolio as of the Stock
Selection Date. Since the Sponsor may deposit additional Securities which were
originally selected through this process, the Sponsor may continue to sell Units
of the Trusts even though the Securities would no longer be chosen for deposit
into a Trust if the selection process were to be made again at a later time.

Each Trust consists of those Securities listed under "Schedule of
Investments" as may continue to be held from time to time in that Trust and any
additional Securities acquired and held by that Trust pursuant to the provisions
of the Trust Agreement together with cash held in the Income and Capital
Accounts. Neither the Sponsor nor the Trustee shall be liable in any way for any
failure in any of the Securities. However, should any contract for the purchase
of any of the Securities initially deposited hereunder fail, the Sponsor will,
unless substantially all of the moneys held in that Trust to cover such purchase
are reinvested in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the next distribution date.

Because certain of the Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will be distributed to Unitholders and will not be reinvested, no
assurance can be given that a Trust will retain for any length of time its
present size and composition. Although the portfolios are not managed, the
Sponsor may instruct the Trustee to sell Securities from a Trust under certain
limited circumstances. Pursuant to the Trust Agreement and with limited
exceptions, the Trustee may sell any securities or other property acquired in
exchange for Securities such as those acquired in connection with a merger or
other transaction. If offered such new or exchanged securities or property, the
Trustee shall reject the offer. However, in the event such securities or
property are nonetheless acquired by a Trust, they may be accepted for deposit
in that Trust and either sold by the Trustee or held in that Trust pursuant to
the direction of the Sponsor (who may rely on the advice of the Supervisor). See
"Trust Administration -- Portfolio Administration."

Unitholders will be unable to dispose of any of the Securities as such and
will not be able to vote the Securities. As the holder of the Securities, the
Trustee will have the right to vote all of the voting stocks in a Trust and will
vote such stocks in accordance with the instructions of the Sponsor.

RISK FACTORS

GENERAL. With the exception of the Massachusetts Hub Ten Trust and the
Pacific Ten Trust, the Securities selected for the Trusts generally share
attributes that have caused them to have lower prices or higher yields relative
to other stocks in their respective index. The Securities may, for example, be
experiencing financial difficulty, or be out of favor in the market because of
weak performance, poor earnings forecasts or negative publicity; or they may be
reacting to general market cycles. There can be no assurance that the market
factors that caused the relatively low prices and high dividend yields of the
Securities will change, that any negative conditions adversely affecting the
stock prices will not deteriorate, that the dividend rates on the Securities
will be maintained or that share prices will not

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decline further during the life of the Trusts, or, in the case of the Power Five
Trust or the Power Ten Trust, that the Securities will continue to be included
in the DJIA.

An investment in Units of the Trusts should be made with an understanding
of the risks which an investment in common stocks entails, including the risk
that the financial condition of the issuers of the Securities or the general
condition of the common stock market may worsen, and the value of the Securities
and therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value, as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The Sponsor cannot predict the
direction or scope of any of these factors. Common stocks have generally
inferior rights to receive payments from the issuer in comparison with the
rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Moreover, common stocks do not represent an obligation of
the issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital provided by debt securities. The issuance of
additional debt securities or preferred stock will create prior claims for
payment of principal, interest and dividends, which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. The value of common stocks is subject to
market fluctuations for as long as the common stocks remain outstanding, and
thus the value of the Securities in a portfolio may be expected to fluctuate
over the life of the Trusts to values higher or lower than those prevailing on
the Initial Date of Deposit.

Certain of the Trusts may be concentrated in common stocks of banks,
thrifts or their holding companies. An investment in such a Trust should be made
with an understanding of the risks inherent in the financial institutions
industry in general. Banks, thrifts and their holding companies are especially
subject to the adverse effects of economic recession, volatile interest rates,
portfolio concentrations in geographic markets and in commercial and residential
real estate loans, competition from new entrants in their fields of business and
state and federal regulations. Banks and thrifts are highly dependent on net
interest income. Recent profits have benefited from the relatively high yield on
earning assets and relatively low cost of funds. There is no certainty that such
conditions will continue, especially in a rising interest rate environment.
Banks, thrifts and their holding companies are subject to extensive federal
regulation and, when such institutions are state-chartered, to state regulation
as well. Such regulations impose strict capital requirements and limitations on
the nature and extent of business activities that banks and thrifts may pursue.
Regulatory actions, such as increases in the minimum capital requirements
applicable to banks and thrifts and increases in deposit insurance premiums
required to be paid by banks and thrifts to the Federal Deposit Insurance
Corporation ("FDIC"), can negatively impact earnings and the ability of a
company to pay dividends. Neither federal insurance of deposits nor governmental
regulations, however, insures the solvency or profitability of banks, thrifts or
their holding companies, or insures against any risk of investment in the
securities issued by such institutions.

Certain of the Trusts may be concentrated in common stocks of technology
companies. Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer-related
equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and services.
The market for these products and services, especially those specifically
related to the Internet, is characterized by rapidly changing technology, rapid
product obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of such companies depends in
substantial part on the timely and successful introduction of new products or
services. An unexpected change in one

<PAGE>

or more of the technologies affecting an issuer's products or services or in the
market for products or services based on a particular technology could have a
material adverse affect on an issuer's operating results. Furthermore, there can
be no assurance that such issuers will be able to respond timely to compete in
the rapidly developing marketplace.

Based on the trading history of technology companies' common stock, factors
such as announcements of new products or development of new technologies and
general conditions of the industry have caused and are likely to cause the
market price of technology common stocks to fluctuate substantially. In
addition, technology company stocks have experienced extreme price and volume
fluctuations that often have been unrelated to the operating performance of such
companies. In addition, many technology companies rely on a combination of
patents, copyrights, trademarks and trade secret laws to establish and protect
their proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of such securities to protect
their proprietary rights will be adequate to prevent misappropriation of their
technology or that competitors will not independently develop technologies that
are substantially equivalent or superior to such issuer's technology.

Whether or not the Securities are listed on a national securities exchange,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Trusts may be restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemption, and the value of a
Trust, will be adversely affected if trading markets for the Securities are
limited or absent.

The Power Five Trust may be subject to additional risks due to the relative
lack of diversification of its portfolio, which only contains securities of five
issuers. A non-diversified portfolio is believed to be subject to greater risks
because adverse effects on the Trust's security holdings may affect a larger
portion of its overall assets.

TAXATION

GENERAL. The following is a general discussion of certain of the federal
income tax consequences of the purchase, ownership and disposition of the Units.
The summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code"). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
the Trust. For purposes of the following discussion and opinion, it is assumed
that each Security is equity for federal income tax purposes.

In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:

1. Each Trust is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of a Trust under the Code; and the income of such
Trust will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his pro rata share of income
derived from the Trust assets when such income is considered to be received by a
Trust.

2. Each Unitholder will be considered to have received all of the dividends
paid on his pro rata portion of each Security when such dividends are received
by a Trust regardless of whether such dividends are used to pay a portion of the
deferred sales charge. Unitholders will be taxed in this manner regardless of
whether distributions from a Trust are actually received by the Unitholder or
are reinvested.

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3. Each Unitholder will have a taxable event when their respective Trust
disposes of a Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by such
Unitholder (except to the extent an In-Kind Distribution of stocks is received
by such Unitholder as described below). The price a Unitholder pays for his
Units, generally including sales charges, is allocated among his pro rata
portion of each Security held by a Trust (in proportion to the fair market
values thereof on the valuation date closest to the date the Unitholder
purchases his Units) in order to determine his tax basis for his pro rata
portion of each Security held by a Trust. It should be noted that certain
legislative proposals have been made which could affect the calculation of basis
for Unitholders holding securities that are substantially identical to the
Securities. Unitholders should consult their own tax advisers with regard to
calculation of basis. For Federal income tax purposes, a Unitholder's pro rata
portion of dividends as defined by Section 316 of the Code paid by a corporation
with respect to a Security held by a Trust is taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and profits." A
Unitholder's pro rata portion of dividends paid on such Security which exceed
such current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Security, and to the extent that such dividends
exceed a Unitholder's tax basis in such Security shall generally be treated as
capital gain. In general, the holding period for such capital gain will be
determined by the period of time a Unitholder has held his Units.

4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by a Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). Unitholders should consult their tax advisers regarding
the recognition of gains and losses for federal income tax purposes. In
particular, a Rollover Unitholder should be aware that a Rollover Unitholder's
loss, if any, incurred in connection with the exchange of Units for units in the
New Trusts will generally be disallowed with respect to the disposition of any
Securities pursuant to such exchange to the extent that such Unitholder is
considered the owner of substantially identical securities under the wash sale
provisions of the Code taking into account such Unitholder's deemed ownership of
the securities underlying the Units in the New Trusts in the manner described
above, if such substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such disposition. However, any
gains incurred in connection with such an exchange by a Rollover Unitholder
would be recognized.

5. Generally, the tax basis of a Unitholder includes sales charges, and
such charges are not deductible. A portion of the sales charge for a Trust is
deferred. It is possible that for Federal income tax purposes, a portion of the
deferred sales charge may be treated as interest which would be deductible by a
Unitholder subject to limitations on the deduction of investment interest. In
such case, the non-interest portion of the deferred sales charge should be added
to the Unitholder's tax basis in his or her Units. The deferred sales charge
could cause the Unitholder's Units to be considered to be debt-financed under
Section 264A of the Code which would result in a small reduction of the
dividends-received deduction. In any case, the income (or proceeds from
redemption) a Unitholder must take into account for Federal income tax purposes
is not reduced by amounts deducted to pay the deferred sales charge. Unitholders
should consult their own tax advisers as to the income tax consequences of the
deferred sales charge.

DIVIDENDS RECEIVED DEDUCTION. A corporation that owns Units will generally
be entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by a Trust (to the extent
such dividends are taxable as ordinary income, as discussed above, and are
attributable to domestic corporations) in the same manner as if such
corporation directly owned the Securities paying such dividends (other than
corporate shareholders, such as "S" corporations, which are not eligible for
the deduction because of their special characteristics and other than for
purposes of special taxes such as the accumulated earnings tax and the personal
holding corporation tax). However,

<PAGE>

a corporation owning Units should be aware that Sections 246 and 246A of the
Code impose additional limitations on the eligibility of dividends for the 70%
dividends received deduction. These limitations include a requirement that stock
(and therefore Units) must generally be held at least 46 days (as determined
under, and during the period specified in, Section 246(c) of the Code). Final
regulations have been issued which address special rules that must be considered
in determining whether the 46 day holding period requirement is met. Moreover,
the allowable percentage of the deduction will be reduced from 70% if a
corporate Unitholder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation. It should be
noted that various legislative proposals that would affect the dividends
received deduction have been introduced. Unitholders should consult with their
tax advisers with respect to the limitations on and possible modifications to
the dividends received deduction.

LIMITATIONS ON DEDUCTIBILITY OF TRUST EXPENSES BY UNITHOLDERS. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by the
Unitholder to the same extent as though the expense had been paid directly by
him. It should be noted that as a result of the Tax Reform Act of 1986, certain
miscellaneous itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted gross
income. Unitholders may be required to treat some or all of the expenses of a
Trust as miscellaneous itemized deductions subject to this limitation.

RECOGNITION OF TAXABLE GAIN OR LOSS UPON DISPOSITION OF SECURITIES BY A
TRUST OR DISPOSITION OF UNITS. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by a Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover Unitholders
may be subject to disallowance, as discussed above). For taxpayers other than
corporations, net capital gain (which is defined as net long-term capital gain
over net short-term capital loss for the taxable year) is subject to a maximum
marginal stated tax rate of either 28% or 20%, depending upon the holding
periods of the capital assets. Capital loss is long-term if the holding period
for the asset is more than one year, and is short-term if the holding period for
the asset is one year or less. Generally, capital gains realized from assets
held for more than one year but not more than 18 months are taxed at a maximum
marginal stated tax rate of 28% and capital gains realized from assets (with
certain exclusions) held for more than 18 months are taxed at a maximum marginal
stated tax rate of 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Further, capital gains realized from assets held for one year or less
are taxed at the same rates as ordinary income. Legislation is currently pending
that provides the appropriate methodology that should be applied in netting the
realized capital gains and losses. Such legislation is proposed to be effective
retroactively for tax years ending after May 6, 1997. The Internal Revenue
Service has released preliminary guidance which provides that, in general,
pass-through entities may designate their capital gain dividends as either a 20%
rate gain distribution or a 28% rate gain distribution, depending on the nature
of the gain received by the pass-through entity. Unit holders should consult
their own tax advisers as to the tax rate applicable to capital gain dividends.
The date on which a Unit is acquired (i.e., the "trade date") is excluded for
purposes of determining the holding period of the Unit. Generally, capital gain
or loss is long-term if the holding period for the asset is more than one year,
and is short-term if the holding period for the asset is one year or less. Net
short-term capital gain is taxed at the same rate as ordinary income. It should
be noted that legislative proposals are introduced from time to time that affect
tax rates and could affect relative differences at which ordinary income and
capital gains are taxed.

In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unit holders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.

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If a Unitholder disposes of a Unit, he or she is deemed thereby to have
disposed of his or her entire pro rata interest in all assets of the Trust
involved including his or her pro rata portion of all the Securities represented
by the Unit. The 1997 Tax Act includes provisions that would treat certain
transactions designed to reduce or eliminate risk of loss and opportunities for
gain (e.g., short sales, offsetting notional principal contracts, futures or
forward contracts or similar transactions) as constructive sales for purposes of
recognition of gain (but not loss) and for purposes of determining the holding
period. Unitholders should consult their own tax advisers with regard to any
such constructive sales rules.

SPECIAL TAX CONSEQUENCES OF IN-KIND DISTRIBUTIONS UPON REDEMPTION OF UNITS,
TERMINATION OF A TRUST AND INVESTMENT IN A NEW TRUST. As discussed in "Rights of
Unitholders -- Redemption of Units" and "Trust Administration -- Amendment or
Termination," under certain circumstances a Unitholder who owns Units worth at
least $100,000 of a Trust may request an In-Kind Distribution upon the
redemption of Units or the termination of such Trust. The Unitholder requesting
an In-Kind Distribution will be liable for expenses related thereto (the
"Distribution Expenses") and the amount of such In-Kind Distribution will be
reduced by the amount of the Distribution Expenses. See "Rights of Unitholders
- -- Distributions of Income and Capital." As previously discussed, prior to the
redemption of Units or the termination of a Trust, a Unitholder is considered as
owning a pro rata portion of each of the Trust's assets for Federal income tax
purposes. The receipt of an In-Kind Distribution upon the redemption of Units or
the termination of a Trust will result in a Unitholder receiving an undivided
interest in whole shares of stock plus, possibly, cash.

The potential tax consequences that may occur under an In-Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of stock issued
by a particular corporation. A Unitholder will not recognize gain or loss if a
Unitholder only receives Securities in exchange for his or her pro rata portion
in the Securities held by a Trust. However, if a Unitholder also receives cash
in exchange for a fractional share of a Security held by a Trust, such
Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his or her tax basis
in such fractional share of a Security held by such Trust.

Because the Trusts will own many Securities, a Unitholder who requests an
In-Kind Distribution will have to analyze the tax consequences with respect to
each Security owned by a Trust. The amount of taxable gain (or loss) recognized
upon such exchange will generally equal the sum of the gain (or loss) recognized
under the rules described above by such Unitholder with respect to each Security
owned by a Trust. Unitholders who request an In-Kind Distribution are advised to
consult their tax advisers in this regard.

As discussed in "Special Redemption and Rollover in a New Fund," a
Unitholder may elect to become a Rollover Unitholder. To the extent a Rollover
Unitholder exchanges his or her Units for Units of a New Trust in a taxable
transaction, such Unitholder will recognize gains, if any, but generally will
not be entitled to a deduction for any losses recognized upon the disposition of
any Securities pursuant to such exchange to the extent that such Unitholder is
considered the owner of substantially identical securities under the wash sale
provisions of the Code taking into account such Unitholder's deemed ownership of
the securities underlying the Units in a New Trust in the manner described
above, if such substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such disposition under the
wash sale provisions contained in Section 1091 of the Code. In the event a loss
is disallowed under the wash sale provisions, special rules contained in Section
1091(d) of the Code apply to determine the Unitholder's tax basis in the
securities acquired. Rollover Unitholders are advised to consult their tax
advisers.

<PAGE>

COMPUTATION OF UNITHOLDER'S TAX BASIS. Initially, a Unitholder's tax basis
in his Units will generally equal the price paid by such Unitholder for his
Units. The cost of the Units is allocated among the Securities held in a Trust
in accordance with the proportion of the fair market values of such Securities
as of the valuation date nearest the date the Units are purchased in order to
determine such Unitholder's tax basis for his pro rata portion of each Security.

A Unitholder's tax basis in his Units and his pro rata portion of a
Security held by a Trust will be reduced to the extent dividends paid with
respect to such Security are received by such Trust which are not taxable as
ordinary income as described above.

OTHER MATTERS. Each Unitholder will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by the
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by the Trusts
(other than those that are not treated as United States source income, if any)
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons. Such persons should consult their tax
advisers.

Unitholders will be notified annually of the amount of dividends includible
in the Unitholder's gross income and amounts of Trust expenses which may be
claimed as itemized deductions.

Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker-dealers for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed plans
established.

In the opinion of Carter, Ledyard & Milburn, Special Counsel to the Trusts
for New York tax matters, under the existing income tax laws of the State of New
York, each Trust is not an association taxable as a corporation and the income
of each Trust will be treated as the income of the Unitholders thereof.

The foregoing discussion relates only to United States Unitholders with
regard to United States federal income taxes; Unitholders may be subject to
foreign, state or local taxation in other jurisdictions. The term U.S.
Unitholder means an owner of a Unit of the Trust that (a) is (i) for United
States federal income tax purposes a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or under
the laws of the United States or of any political subdivision thereof, or (iii)
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source or (b) does not qualify as a U.S.
Unitholder in paragraph (a) but whose income from a Unit is effectively
connected with such Unitholder's conduct of a United States trade or business.
The term also includes certain former citizens of the United States whose income
and gain on the Units will be taxable. Unitholders should consult their tax
advisers regarding potential state or local taxation with respect to the Units.

TRUST OPERATING EXPENSES

COMPENSATION OF SPONSOR. With the exception of brokerage fees discussed
under "The Trust," bookkeeping and other administrative services provided to the
Trusts, for which the Sponsor will be reimbursed in amounts as set forth under
"Summary of Essential Information" and supervisory fees as described below, the
Sponsor will not receive any fees in connection with its activities relating to
the Trusts. The Distributor, an affiliate of the Sponsor, will receive sales
commissions and may realize other profits (or losses) in connection with the
sale of Units and the deposit of the Securities as described under "Public
Offering -- Sponsor, Distributor and Dealer Compensation."

<PAGE>

The Sponsor will receive an annual supervisory fee, which is not to exceed
the amount set forth under "Summary of Essential Information" for providing
portfolio supervisory services for the Trusts. Such fee is based on the Number
of Units outstanding in a Trust on January 1 of each year, except for the year
or years in which an initial offering period occurs in which case the fee for a
month is based on the number of Units outstanding at the end of such month. With
respect to the fees payable to the Sponsor for providing bookkeeping and other
administrative services and supervisory services, such individual fees may
exceed the actual costs of providing such services for a Trust, but at no time
will the total amount received for such services rendered to all unit investment
trusts of which Delaware Management Company, Inc. is the Sponsor in any calendar
year exceed the actual cost to the Sponsor of supplying such services in such
year.

TRUSTEE'S FEE. For its services the Trustee will receive the annual fee set
forth under "Summary of Essential Financial Information." The Trustee's fees are
payable in monthly installments on or before the fifteenth day of each month
from the Income Account to the extent funds are available and then from the
Capital Account. The Trustee benefits to the extent there are funds for future
distributions, payment of expenses and redemptions in the Capital and Income
Accounts since these Accounts are non-interest bearing and the amounts earned by
the Trustee are retained by the Trustee. Part of the Trustee's compensation for
its services to the Trusts is expected to result from the use of these funds.
Such fees may be increased without approval of the Unitholders by amounts not
exceeding proportionate increases under the category "All Services Less Rent of
Shelter" in the Consumer Price Index published by the United States Department
of Labor or, if such category is no longer published, in a comparable category.
For a discussion of the services rendered by the Trustee pursuant to its
obligations under the Trust Agreement, see "Rights of Unitholders -- Reports
Provided" and "Trust Administration."

MISCELLANEOUS EXPENSES. Expenses incurred in establishing the Trusts,
including the cost of the initial preparation of documents relating to each
Trust (including the Prospectus, Trust Agreement and certificates), federal and
state registration fees, the initial fees and expenses of the Trustee, legal and
accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trusts and charged off at the end of the initial
offering period which is currently expected to be approximately two months from
the Initial Date of Deposit. The following additional charges are or may be
incurred by a Trust: (a) normal expenses (including the cost of mailing reports
to Unitholders) incurred in connection with the operation of such Trust, (b)
fees of the Trustee for extraordinary services, (c) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (d) various governmental charges, (e) expenses and costs of any action
taken by the Trustee to protect that Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of the Trust without gross negligence,
bad faith, reckless disregard of its duty or willful misconduct on its part and
(g) expenditures incurred in contacting Unitholders upon termination of the
Trust. The fees and expenses set forth herein are payable out of that Trust.
When such fees and expenses are paid by or owing to the Trustee, they are
secured by a lien on that Trust's portfolio. Since the Securities are all common
stocks, and the income stream produced by dividend payments is unpredictable,
the Sponsor cannot provide any assurance that dividends will be sufficient to
meet any or all expenses of a Trust. If the balances in the Income and Capital
Accounts are insufficient to provide for amounts payable by a Trust, the Trustee
has the power to sell Securities to pay such amounts. These sales may result in
capital gains or losses to Unitholders. See "Taxation."

PUBLIC OFFERING

GENERAL. Units are offered at the Public Offering Price which is based on
the aggregate underlying value of the Securities in a Trust plus or minus cash,
if any, in the Capital and Income Accounts of such Trust, and includes an
initial sales charge equal to the difference between the maximum total sales

<PAGE>

charge for a Trust (4.50% of the Public Offering Price) and the maximum deferred
sales charge for each Trust ($0.350 per Unit). Unitholders will also be assessed
a deferred sales charge of $0.0175 per Unit, payable on the first day of each
month, over the period commencing April, 1998 through February, 1999 (the "First
Year Deferred Period") and again over the period commencing April, 1999 through
February, 2000 (the "Second Year Deferred Period"). Unitholders who elect to
roll their Units into a new Series of the Trusts during the Interim Special
Redemption Period (as described under "Special Redemption and Rollover in a New
Fund") or Unitholders who sell or redeem their Units at or before the end of the
Interim Special Redemption Period will not be assessed a deferred sales charge
for the Second Year Deferred Period. The monthly amount of the deferred sales
charge will accrue on a daily basis from the 1st day of the month preceding a
deferred sales charge payment date. For example, Unitholders of record on the
Initial Date of Deposit will pay an initial sales charge of 1.0% of the Public
Offering Price and will be subject to a deferred sales charge of 3.50% of the
Public Offering Price (payable in monthly installments of $0.0175 per Unit on
the dates set forth above). The deferred sales charge as a percentage of the
Public Offering Price of the Units will fluctuate with changes in the Public
Offering Price per Unit. Unitholders will be assessed that portion of the
deferred sales charge accrued from the time they became Unitholders of record.
Units purchased subsequent to the initial deferred sales charge accrual will be
subject to the initial sales charge and that portion of the deferred sales
charge payments not yet collected or accrued. This deferred sales charge will be
paid from funds in the Capital Account, if sufficient, or from the periodic sale
of Securities. The total maximum sales charge for each Trust assessed to
Unitholders on a per Unit basis will be 4.5% of the Public Offering Price
(4.545% of the aggregate value of the Securities). Such underlying value shall
include the proportionate share of any undistributed cash held in the Capital
and Income Accounts of each Trust. The initial sales charge for each Trust
applicable to quantity purchases is reduced on a graduated basis to any person
acquiring $100,000 worth of Units as follows (except for sales made pursuant to
a "wrap fee account" or similar arrangements as set forth below):

AGGREGATE DOLLAR VALUE DOLLAR AMOUNT OF SALES CHARGE
OF UNITS PURCHASED REDUCTION PER DOLLAR INVESTED*
- ------------------------------- ------------------------------

$100,000 -- $249,999 ....... $.0050
$250,000 or More ........... $.0100

* The reduction will be the lesser of the amount shown or the initial sales
charge.

The sales charge reduction will primarily be the responsibility of the
selling broker, dealer or agent. Registered representatives of selling brokers,
dealers, or agents may purchase Units of a Trust without an initial sales charge
in the initial offering period. Unitholders of prior series of the Trusts may
invest proceeds they received from income or capital distributions into Units of
the Trusts subject only to the maximum deferred sales charge, deferred as set
forth above. In addition, Rollover Unitholders of prior series of the Trusts, or
investors who desire to invest termination proceeds of unit investment trusts
with similar strategies into the Trusts, may purchase Units of the Trusts
subject to the maximum deferred sales charge on such Units, deferred as set
forth above. Employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents, grandparents,
mothers-in-law, fathers-in-law, sons-in-law and daughters-in-law, and trustees,
custodians or fiduciaries for the benefit of such persons) of the Sponsor and
its subsidiaries, related companies to the Sponsor, and a registered
representative purchasing for such representative's personal account may
purchase Units of the Trusts without an initial sales charge in the initial
offering period.

Investors who purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset management
services, or provide such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee"

<PAGE>

charge is imposed may purchase Units in the initial offering period at the
Public Offering Price less the concession the Sponsor typically would allow
such broker/dealer. See "Public Offering -- Unit Distribution."

OFFERING PRICE. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information" in accordance
with fluctuations in the prices of the underlying Securities in each Trust.

As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Securities an amount
equal to the difference between the maximum total sales charge for each Trust
(4.50% of the Public Offering Price) and the maximum deferred sales charge for
each Trust ($0.350 per Unit) and dividing the sum so obtained by the number of
Units outstanding. Such underlying value shall include the proportionate share
of any cash held in the Income and Capital Accounts. Such price determination as
of the close of business on the day before the Initial Date of Deposit was made
on the basis of an evaluation of the Securities prepared by the Evaluator.
Thereafter, the Evaluator on each business day will appraise or cause to be
appraised the value of the underlying Securities as of the Evaluation Time on
days the New York Stock Exchange is open and will adjust the Public Offering
Price of the Units commensurate with such valuation. Such Public Offering Price
will be effective for all orders received prior to the Evaluation Time on each
such day. Orders received by the Trustee or Sponsor for purchases, sales or
redemptions after that time, or on a day which is not a business day for the
Trusts, will be held until the next determination of price. Unitholders will
also be assessed a deferred sales charge of $0.0175 per Unit on each of the
remaining deferred sales charge payment dates as set forth in "Public Offering
- -- General."

The value of the Securities during the initial offering period is
determined on each business day by the Evaluator in the following manner: if the
Securities are listed on a national securities exchange or The Nasdaq Stock
Market, this evaluation is generally based on the closing sale prices on that
exchange or that system (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange or system, at the closing ask prices. If the Securities are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation shall generally be based on the current ask price on
the over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are unavailable,
the evaluation is generally determined (a) on the basis of current ask prices
for comparable securities, (b) by appraising the value of the Securities on the
ask side of the market or (c) by any combination of the above.

In offering the Units to the public, neither the Sponsor, nor any
broker-dealers are recommending any of the individual Securities in the Trusts
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.

UNIT DISTRIBUTION. During the initial offering period, Units will be
distributed to the public by an affiliate of the Sponsor, Delaware Distributors,
L.P. (the "Distributor"), broker-dealers and others at the Public Offering
Price. Upon the completion of the initial offering period (which is expected to
be approximately 2 months from the Initial Date of Deposit), Units repurchased
in the secondary market, if any, may be offered by this Prospectus at the
secondary market Public Offering Price in the manner described above.

The Sponsor intends to qualify the Units of the Trusts for sale in a number
of states. Certain commercial banks are making Units of each Trust available to
their customers on an agency basis. A portion of the sales charge (equal to the
agency commission referred to above) is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting Trust
Units; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have

<PAGE>

not indicated that these particular agency transactions are not permitted under
such Act. In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

SPONSOR, DISTRIBUTOR AND DEALER COMPENSATION. The Distributor will receive
the gross sales commission equal to 4.50% of the Public Offering Price of the
Units, less any reduced sales charge for quantity purchases as described under
"General" above. Any such quantity discount provided to investors will be borne,
in part, by the selling dealer or agent. Sales will be made to brokers, dealers
and agents which represent a concession or agency commission of $.21 per Unit
for primary sales. Brokers, dealers and agents will receive a concession or
agency commission of $.11 per Unit on purchases by Rollover Unitholders or when
Units remain in the Trust subsequent to the Interim Special Redemption Period.
However, resales of Units by such broker-dealers and others to the public will
be made at the Public Offering Price described in the Prospectus. The
Distributor reserves the right to reject, in whole or in part, any order for the
purchase of Units and the right to change the amount of the concession or agency
commission from time to time.

At various times the Distributor may implement programs under which the
sales forces of brokers, dealers, banks and/or others may be eligible to win
nominal awards for certain sales efforts, or under which the Distributor will
re-allow to any such brokers, dealers, banks and/or others that sponsor sales
contests or recognition programs conforming to criteria established by the
Distributor, or participate in sales programs sponsored by the Distributor, an
amount not exceeding the total applicable sales charges on the sales generated
by such person at the public offering price during such programs. Also, the
Distributor in its discretion may from time to time pursuant to objective
criteria established by the Distributor pay fees to qualifying brokers, dealers,
banks or others for certain services or activities which are primarily intended
to result in sales of Units of the Trusts. Such payments are made by the
Distributor out of its own assets, and not out of the assets of the Trusts.
These programs will not change the price Unitholders pay for their Units or the
amount that the Trusts will receive from the Units sold.

In addition, the Sponsor will realize a profit or will sustain a loss, as
the case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to each Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Schedule of
Investments." The Sponsor and the Distributor have not participated as sole
underwriter or as manager or as a member of the underwriting syndicates or as an
agent in a private placement for any of the Securities in the Trusts. The
Sponsor may further realize additional profit or loss during the initial
offering period as a result of the possible fluctuations in the market value of
the Securities in each Trust after a date of deposit, since all proceeds
received from purchasers of Units (excluding dealer concessions and agency
commissions allowed, if any) will be retained by the Sponsor. Certain
broker-dealers acquired or will acquire the securities for the Sponsor and
thereby benefit from transaction fees. Such broker dealers in their general
securities business act as agent or principal in connection with the purchase
and sale of equity securities, including the Securities in the Trusts, and may
act as a market maker in certain of the securities. Such broker dealers also
from time to time may issue reports on and make recommendations relating to
equity securities, which may include the Securities of the Trusts.

A person will become the owner of the Units on the date of settlement
provided payment has been received. Cash, if any, made available to the
Distributor prior to the date of settlement for the purchase of Units may be
used in the Distributor's business and may be deemed to be a benefit to the
Distributor, subject to the limitations of the Securities Exchange Act of 1934.

As stated under "Public Market" below, the Distributor currently intends to
maintain a secondary market for Units of each Trust. In so maintaining a market,
the Distributor will also realize profits or

<PAGE>

sustain losses in the amount of any difference between the price at which Units
are purchased and the price at which Units are resold (which price includes the
applicable sales charge). In addition, the Distributor will also realize profits
or sustain losses resulting from a redemption of such repurchased Units at a
price above or below the purchase price for such Units, respectively.

PUBLIC MARKET. Although it is not obligated to do so, the Distributor
currently intends to maintain a market for the Units offered hereby and offer
continuously to purchase Units at prices, subject to change at any time, based
upon the aggregate underlying value of the Securities in the Trusts (computed as
indicated under "Offering Price" above and "Rights of Unitholders -- Redemption
of Units"). If the supply of Units exceeds demand or if some other business
reason warrants it, the Distributor may either discontinue all purchases of
Units or discontinue purchases of Units at such prices. In the event that a
market is not maintained for the Units and the Unitholder cannot find another
purchaser, a Unitholder desiring to dispose of his Units will be able to dispose
of such Units by tendering them to the Trustee for redemption at the Redemption
Price. See "Rights of Unitholders -- Redemption of Units." A Unitholder who
wishes to dispose of his Units should inquire of his broker as to current market
prices in order to determine whether there is in existence any price in excess
of the Redemption Price and, if so, the amount thereof. Units sold or tendered
for redemption prior to such time as the entire deferred sales charge assessed
during the First Year Deferred Period on such Units has been collected will be
assessed the amount of such remaining deferred sales charge at the time of sale
or redemption. Units held in the Trusts subsequent to the Interim Redemption
Period which are sold or tendered for redemption prior to such time as the
entire deferred sales charge assessed during the Second Year Deferred Period on
such Units has been collected will be assessed the amount of such remaining
deferred sales charge at the time of sale or redemption.

TAX-SHELTERED RETIREMENT PLANS. Units of each Trust are available for
purchase in connection with certain types of tax-sheltered retirement plans,
including Individual Retirement Accounts for individuals, Simplified Employee
Pension Plans for employees, qualified plans for self-employed individuals, and
qualified corporate pension and profit sharing plans for employees. The purchase
of Units of a Trust may be limited by the plans' provisions and does not itself
establish such plans. The minimum purchase in connection with a tax-sheltered
retirement plan is $250.

RIGHTS OF UNITHOLDERS

CERTIFICATES. The Trustee is authorized to treat as the record owner of
Units that person who is registered as such owner on the books of the Trustee.
Ownership of Units of the Trusts will be evidenced by book entry unless a
Unitholder or the Unitholder's registered broker-dealer makes a written request
to the Trustee that ownership be in certificate form. Units are transferable by
making a written request to the Trustee and, in the case of Units evidenced by a
certificate, by presentation and surrender of such certificate to the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer. A Unitholder must sign such written request, and such certificate or
transfer instrument, exactly as his name appears on the records of the Trustee
and on the face of any certificate representing the Units to be transferred with
the signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other signature guarantee program in
addition to, or in substitution for, STAMP as may be accepted by the Trustee. In
certain instances the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.

Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange. Destroyed, stolen, mutilated or

<PAGE>

lost certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity, evidence of ownership and payment of expenses incurred. Mutilated
certificates must be surrendered to the Trustee for replacement.

DISTRIBUTIONS OF INCOME AND CAPITAL. Any dividends received by a Trust with
respect to the Securities therein are credited by the Trustee to the Income
Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account of such Trust.

The Trustee will distribute any net income received with respect to any of
the Securities in each Trust on or about the Income Distribution Date to
Unitholders of record on the preceding Income Record Date. See "Summary of
Essential Financial Information." Proceeds received on the sale of any
Securities in a Trust, to the extent not used to meet redemptions of Units, pay
the deferred sales charge or pay expenses, will be distributed on the last day
of each month to Unitholders of record on the fifteenth day of each month if the
amount available for distribution equals at least $1.00 per 100 Units. The
Trustee is not required to pay interest on funds held in the Capital or Income
Accounts (but may itself earn interest thereon and therefore benefits from the
use of such funds). When directed by the Sponsor, the Trustee will reinvest any
funds held in the Capital or Income Accounts, pending distribution, in money
market funds or U.S. Treasury obligations which mature on or before the next
applicable distribution date. Any obligations so acquired must be held until
they mature and proceeds therefrom may not be reinvested.

The distribution to Unitholders as of the record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. Persons who purchase Units will commence receiving
distributions only after such person becomes a record owner. Notification to the
Trustee of the transfer of Units is the responsibility of the purchaser, but in
the normal course of business such notice is provided by the selling
broker-dealer.

As of the first day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account amounts necessary to pay the expenses of the individual Trusts (as
determined on the basis set forth under "Trust Operating Expenses"). The Trustee
also may withdraw from said accounts such amounts, if any, as it deems necessary
to establish a reserve for any governmental charges payable out of a Trust.
Amounts so withdrawn shall not be considered a part of that Trust's assets
available for distribution to Unitholders until such time as the Trustee shall
return all or any part of such amounts to the appropriate accounts. In addition,
the Trustee may withdraw from the Income and Capital Accounts such amounts as
may be necessary to cover redemptions of Units.

It is anticipated that the deferred sales charge will be collected from the
Capital Account and that amounts in the Capital Account will be sufficient to
cover the cost of the deferred sales charge. To the extent that amounts in the
Capital Account are insufficient to satisfy the then current deferred sales
charge obligation, Securities may be sold to meet such shortfall. Distributions
of amounts necessary to pay the deferred portion of the sales charge will be
made to an account maintained by the Trustee for purposes of satisfying
Unitholders' deferred sales charge obligations.

REINVESTMENT OPTION. Unitholders of the Trusts may elect to have
distributions of income, and/or capital on their Units automatically reinvested,
or redemption proceeds exchanged, in shares of any mutual fund in the Delaware
Group of Mutual Funds which are registered in the Unitholder's state of
residence. Such mutual funds are hereinafter collectively referred to as the
"Reinvestment Funds."

Each Reinvestment Fund has investment objectives which differ from those of
the Trusts. The prospectus relating to each Reinvestment Fund describes the
investment policies of such fund and sets

<PAGE>

forth the procedures to follow to commence reinvestment. A Unitholder should
obtain a prospectus for the respective Reinvestment Fund by writing to Delaware
Distributors, L.P. at 1818 Market Street, Philadelphia, Pennsylvania, 19103, or
by phone at 800-362-7500.

After becoming a participant in a reinvestment plan, redemption proceeds or
each distribution of income and/or capital on the participant's Units will, on
the applicable distribution date, automatically be applied, as directed by such
person, as of such distribution date by the Trustee to purchase shares (or
fractions thereof) of the applicable Reinvestment Fund at a net asset value as
computed as of the closing of trading on the New York Stock Exchange on such
date.

Confirmations of all reinvestments by a Unitholder into a Reinvestment Fund
will be mailed to the Unitholder by such Reinvestment Fund.

A participant may at any time prior to five days preceding the next
succeeding distribution date, by so notifying the Trustee in writing, elect to
terminate his or her reinvestment plan and receive future distributions on his
or her Units in cash. There will be no charge or other penalty for such
termination. Each Reinvestment Fund, its principal underwriter and its
investment adviser shall have the right to terminate at any time the
reinvestment plan relating to such fund.

REPORTS PROVIDED. The Trustee shall furnish Unitholders of the Trusts in
connection with each distribution, a statement of the amount of income and the
amount of other receipts (received since the preceding distribution), if any,
being distributed, expressed in each case as a dollar amount representing the
pro rata share of each Unit of the respective Trust outstanding. Within a
reasonable period of time after the end of each calendar year, the Trustee shall
furnish to each person who at any time during the calendar year was a registered
Unitholder of a Trust a statement (i) as to the Income Account: income received,
deductions for applicable taxes and for fees and expenses of that Trust, for
redemptions of Units, if any, and the balance remaining after such distributions
and deductions, expressed in each case both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (ii) as to the Capital Account: the
dates of disposition of any Securities and the net proceeds received therefrom,
deductions for payment of applicable taxes, fees and expenses of that Trust held
for distribution to Unitholders of record as of a date prior to the
determination and the balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last business day of such
calendar year; (iii) a list of the Securities held by a Trust and the number of
Units of that Trust outstanding on the last business day of such calendar year;
(iv) the Redemption Price per Unit of that Trust based upon the last computation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Income and Capital Accounts of that Trust,
separately stated, expressed as total dollar amounts.

In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in each Trust furnished to it by the Evaluator.

REDEMPTION OF UNITS. A Unitholder may redeem all or a portion of his Units
by tender to the Trustee, The Chase Manhattan Bank, Bowling Green Station, P.O.
Box 5185, New York, New York 10274-5185, and in the case of Units evidenced by a
certificate, by tendering such certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed as
described above (or by providing satisfactory indemnity, as in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. No redemption fee will be charged (however, any
remaining deferred sales charge will be assessed as described below). On the
third business day following such tender, the Unitholder will be entitled to
receive in cash an amount for each Unit equal to the Redemption Price per Unit
next computed after receipt by the Trustee of such tender of Units as of the
Evaluation Time set forth under "Summary of Essential Financial Information."

<PAGE>

The "date of tender" is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the applicable
Evaluation Time the date of tender is the next business day, as defined under
"Public Offering-Offering Price" and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the redemption price
computed on that day.

Any Unitholder who tenders Units worth $100,000 or more of a Trust for
redemption may request by written notice submitted at the time of tender from
the Trustee, in lieu of a cash redemption, a distributions of shares of
Securities in an amount and value of Securities per Unit equal to the Redemption
Price per Unit, as determined as of the evaluation next following tender. To the
extent possible, In-Kind Distributions shall be made by the Trust through the
distributions of each of the Securities in book-entry form to the account of the
Unitholder's bank or broker/dealer at the Depository Trust Company. An In-Kind
Distribution will be reduced by customary transfer and registration charges. The
tendering Unitholder will receive his or her pro rata number of whole shares of
each of the Securities comprising a portfolio and cash from the Capital Account
equal to the fractional shares to which the tendering Unitholder is entitled.
The Trustee may adjust the number of shares of any issue of Securities included
in a Unitholder's In-Kind Distribution to facilitate the distribution of whole
shares, such adjustment to be made on the basis of the value of the Securities
on the date of tender. If funds in the Capital Account are insufficient to cover
the required cash distribution to the tendering Unitholder, the Trustee may sell
Securities in the manner described below.

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distributions made by a Trust
if the Trustee has not been furnished the Unitholder's tax identification number
in the manner required by such regulations. Any amount so withheld is
transmitted to the Internal Revenue Service and may be recovered by the
Unitholder under certain circumstances by contacting the Trustee, otherwise the
amount may be recoverable only when filing a tax return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker. However, a Unitholder should examine his or her
statements from the Trustee to make sure that the Trustee has been provided a
certified tax identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided such
number, one should be provided as soon as possible.

The Trustee is empowered to sell Securities of a Trust in order to make
funds available for redemption if funds are not otherwise available in the
Capital and Income Accounts of such Trust to meet redemptions. The Securities to
be sold will be selected by the Trustee from those designated on a current list
provided by the Sponsor for this purpose. Units so redeemed shall be canceled.
Units sold or tendered for redemption prior to such time as the entire deferred
sales charge assessed during the First Year Deferred Period on such Units has
been collected will be assessed the amount of such remaining deferred sales
charge at the time of sale or redemption. Units held in the Trusts subsequent to
the Interim Redemption Period which are sold or tendered for redemption prior to
such time as the entire deferred sales charge assessed during the Second Year
Deferred Period on such Units has been collected will be assessed the amount of
such remaining deferred sales charge at the time of sale or redemption.

To the extent that Securities are sold, the size of a Trust will be, and
the diversity of that Trust may be, reduced. Sales may be required at a time
when Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption may be more or
less than the amount paid by the Unitholder depending on the value of the
Securities in the portfolio at the time of redemption.

The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the aggregate underlying
value of the Securities in a Trust, plus or minus cash, if any, in the Income
and Capital Accounts of such Trust. On the Initial Date of Deposit, the Public

<PAGE>

Offering Price per Unit (which includes the sales charge) exceeded the value at
which Units could have been redeemed by the amount shown under "Summary of
Essential Financial Information." The Redemption Price per Unit is the pro rata
share of each Unit determined on the basis of (i) the cash on hand in a Trust,
(ii) the value of the Securities in a Trust and (iii) dividends receivable on
the Securities of a Trust trading ex-dividend as of the date of computation,
less amounts representing taxes or other governmental charges payable out of a
Trust and the accrued expenses of a Trust. The Evaluator may determine the value
of the Securities in a Trust in the following manner: if the Securities are
listed on a national securities exchange or The Nasdaq Stock Market, this
evaluation is generally based on the closing sale prices on that exchange or
that system (unless it is determined that these prices are inappropriate as a
basis for valuation) or, if there is no closing sale price on that exchange or
system, at the closing bid prices. If the Securities in a Trust are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation shall generally be based on the current bid price on
the over-the-counter market (unless these prices are inappropriate as a basis
for evaluation). If current bid prices are unavailable, the evaluation is
generally determined (i) on the basis of current bid prices for comparable
securities, (ii) by appraising the value of the Securities of that Trust on the
bid side of the market or (iii) by any combination of the above.

The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or any period during which the
Securities and Exchange Commission determines that trading on that Exchange is
restricted or an emergency exists, as a result of which disposal or evaluation
of the Securities in a Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.

SPECIAL REDEMPTION AND ROLLOVER IN A NEW FUND. The Sponsor intends to
create a new Series of the Trusts (the "New Trusts") approximately 13 months
after the Initial Date of Deposit of each Trust and also in conjunction with the
termination of each Trust (approximately two years after the Initial Date of
Deposit). Unitholders will have the option to roll the proceeds of their Units
into a New Trust after either 13 months (the "Interim Rollover") or two years
(the "Final Rollover"). Unitholders electing to roll their proceeds into a New
Trust during the Interim Rollover shall be referred to as "Interim Rollover
Unitholders" while Unitholders electing to roll their proceeds into a New Trust
at termination shall be referred to as "Final Rollover Unitholders."
Collectively both the Interim and Final Rollover Unitholders shall be referred
to as "Rollover Unitholders." To elect a Rollover option, Unitholders must
affirmatively notify the Trustee in writing that he or she desires to roll over
his or her Units by the applicable Rollover Notification Date specified in the
"Summary of Essential Financial Information."

All Units of Rollover Unitholders will be redeemed during either the
Interim Special Redemption Period or the Final Special Redemption Period,
depending on the election of the Rollover Unitholder, and the underlying
Securities will be distributed to the Distribution Agent on behalf of the
Rollover Unitholders. During the applicable Special Redemption Period (as set
forth in "Summary of Essential Financial Information"), the Distribution Agent
will be required to sell all of the underlying Securities on behalf of Rollover
Unitholders. The sales proceeds will be net of brokerage fees, governmental
charges or any expenses involved in the sales.

The Distribution Agent will engage the Sponsor as its agent to sell the
distributed Securities. The Sponsor will attempt to sell the Securities as
quickly as is practicable during the applicable Special Redemption Periods. The
Sponsor does not anticipate that the sale of Securities during the applicable
Special Redemption Periods will take longer than 10 business days, and it could
be as short as one day, given that the Securities are usually highly liquid. The
liquidity of any Security depends on the daily trading volume of the Security
and the amount that the Sponsor has available for sale on any particular day.

<PAGE>

It is expected (but not required) that the Sponsor will generally adhere to
the following guidelines in selling the Securities: for highly liquid
Securities, the Sponsor will generally sell Securities on the first day of the
applicable Special Redemption Period; for less liquid Securities, on each of the
first two days of the applicable Special Redemption Period, the Sponsor will
generally sell any amount of any underlying Securities at a price no less than
1/2 of one point under the closing sale price of those Securities on the
preceding day. Thereafter, the Sponsor intends to sell without any price
restrictions at least a portion of the remaining underlying Securities, the
numerator of which is one and the denominator of which is the total number of
days remaining (including that day) in the applicable Special Redemption Period.

Pursuant to an exemptive order from the Securities and Exchange Commission,
each terminating Trust (and the Distribution Agent on behalf of Rollover
Unitholders) may sell Securities to the New Trusts if those Securities continue
to meet the individual Trust's strategy as set forth under "Objectives and
Securities Selection." The exemption will enable each Trust to eliminate
commission costs on these transactions. The price for those Securities will be
the closing sale price on the sale date on the exchange where the Securities are
principally traded, as certified by the Sponsor and confirmed by the Trustee of
each Trust.

The Rollover Unitholders' proceeds will be invested in the next subsequent
series of a Trust (as selected by the Unitholder) if then registered in such
state and being offered, the portfolio of which will be selected prior to the
initial date of deposit of the New Trust. The proceeds of redemption available
on each day will be used to buy New Trust units in the portfolio as the proceeds
become available.

The Sponsor intends to create the New Trusts as quickly as possible after
the commencement of the applicable Special Redemption Period, dependent upon the
availability and reasonably favorable prices of the Securities included in the
New Trust portfolio, and it is intended that Rollover Unitholders will be given
first priority to purchase the New Trust units. There can be no assurance,
however, as to the exact timing of the creation of the New Trust units or the
aggregate number of New Trust units which the Sponsor will create. The Sponsor
may, in its sole discretion, stop creating new units at any time it chooses,
regardless of whether all proceeds of a Special Redemption have been invested on
behalf of Rollover Unitholders. Cash which has not been invested on behalf of
the Rollover Unitholders in New Trust units will be distributed shortly after
the applicable Special Redemption Period.

Any Rollover Unitholder may thus be redeemed out of the Fund and become a
holder of an entirely different unit investment trust in the New Trust with a
different portfolio of Securities. The Rollover Unitholders' Units will be
redeemed and the distributed Securities shall be sold during the applicable
Special Redemption Periods. In accordance with the Rollover Unitholders' offer
to purchase the New Trust units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the New Trust portfolio at the
public offering price, including the applicable sales charge per Unit (which for
Rollover Unitholders is currently expected to be identical to the deferred sales
charge component of the Trusts).

This process of redemption and rollover into a New Trust is intended to
allow for the fact that the portfolio selected by the Sponsor is chosen on the
basis of growth and income potential only for a limited time, at which point a
new portfolio is chosen. It is contemplated that a similar process of redemption
and rollover in new unit investment trusts will be available for each New Trust
and each subsequent series of the Fund, approximately one year and two years
after that Series' creation.

The Sponsor believes that the gradual redemption and rollover in the Trusts
will help mitigate any negative market price consequences stemming from the
trading of large volumes of securities and of the underlying Securities in the
Trusts in a short, publicized period of time. The above procedures may, however,
be insufficient or unsuccessful in avoiding such price consequences. In fact,
market price trends

<PAGE>

may make it advantageous to sell or buy more quickly or more slowly than
permitted by these procedures. Rollover Unitholders could then receive a less
favorable average unit price than if they bought all their units of the New
Trust on any given day of the applicable Special Redemption Periods.

It should also be noted that Rollover Unitholders may realize taxable
capital gains on the Special Redemption and Rollover but, in certain
circumstances, will not be entitled to a reduction for certain capital losses
and, due to the procedures for investing in the subsequent New Trusts, no cash
would be distributed at that time to pay any taxes. Included in the cash for the
Special Redemption and Rollover will be any amount of cash attributable to the
last distribution of dividend income; accordingly, Rollover Unitholders also
will not have such cash distributed to pay any taxes. The 1997 Tax Act reduces
the maximum stated marginal tax rate for certain capital gains for investments
held for more than 18 months to 20% (10% in the case of certain taxpayers in the
lowest tax bracket). Rollover Unitholders participating in the Final Rollover
would qualify for such treatment whereas Rollover Unitholders participating in
the Interim Rollover would be subject to a maximum stated marginal tax rate of
28%. See "Taxation."

In addition, during this period a Unitholder will be at risk to the extent
that the Securities are not sold and will not have the benefit of any stock
appreciation to the extent that moneys have not been invested. For this reason,
the Sponsor will be inclined to sell and purchase the Securities in as short a
period as it can without materially adversely affecting the price of the
Securities.

Unitholders who do not inform the Distribution Agent that they wish to have
their Units so redeemed and liquidated by either the Interim or Final Rollover
Notification Date ("Remaining Unitholders") will continue to hold Units of a
Trust as described in this Prospectus until that Trust is terminated or until
the Mandatory Termination Date listed in the "Summary of Essential Financial
Information," whichever occurs first. These Remaining Unitholders will not
realize capital gains or losses due to the Special Redemption and Rollover and
except as provided under "Public Offering," will not be charged any additional
sales charge. If a large percentage of Unitholders become Rollover Unitholders,
the aggregate size of that Trust will be sharply reduced and, as a consequence,
expenses might constitute a higher percentage amount per Unit of the Trust than
prior to such Special Redemption and Rollover. That Trust might also be reduced
to the Minimum Termination Value set forth in the "Summary of Essential
Financial Information" because of the lesser number of Units in the Trust, and
possibly also due to a value reduction, however temporary, in Units caused by
the Sponsor's sales of Securities; if so, the Sponsor could then choose to
liquidate the Trust without the consent of the remaining Unitholders. See "Trust
Administration -- Amendment or Termination." The Securities remaining in that
Trust after the Final Special Redemption Period will be sold by the Sponsor as
quickly as possible without, in its judgment, materially adversely affecting the
market price of the Securities.

The Sponsor may, for any reason, decide not to sponsor the New Trusts or
any subsequent series of the Fund, without penalty or incurring liability to any
Unitholder. If the Sponsor so decides, the Sponsor shall notify the Unitholders
before the applicable Special Redemption Period would have commenced. All
Unitholders will then be Remaining Unitholders, with rights to ordinary
redemption as before. The Sponsor may modify the terms of the New Trusts or any
subsequent series of the Fund. The Sponsor may also modify the terms of the
applicable Special Redemption and Rollover in the New Trusts upon notice to the
Unitholders prior to the applicable Rollover Notification Date specified in the
related "Summary of Essential Financial Information."

TRUST ADMINISTRATION

DISTRIBUTOR PURCHASES OF UNITS. The Trustee shall notify the Distributor of
any Units tendered for redemption. If the Distributor's bid in the secondary
market at that time equals or exceeds the Redemption Price per Unit, it may
purchase such Units by notifying the Trustee before the close of

<PAGE>

business on the next succeeding business day and by making payment therefor to
the Unitholder not later than the day on which the Units would otherwise have
been redeemed by the Trustee. Units held by the Distributor may be tendered to
the Trustee for redemption as any other Units.

The offering price of any Units acquired by the Distributor will be in
accord with the Public Offering Price described in the then currently effective
prospectus describing such Units. Any profit resulting from the resale of such
Units will belong to the Distributor which likewise will bear any loss resulting
from a lower offering or redemption price subsequent to its acquisition of such
Units.

PORTFOLIO ADMINISTRATION. The portfolios of the Trusts are not "managed" by
the Sponsor or the Trustee; their activities described herein are governed
solely by the provisions of the Trust Agreement. Traditional methods of
investment management for a managed fund typically involve frequent changes in a
portfolio of securities on the basis of economic, financial and market analyses.
While the Trusts will not be managed, the Trust Agreement provides that the
Sponsor may (but need not) direct the Trustee to dispose of a Security in
certain events such as the price of a Security having declined to such an extent
as a result of serious adverse credit factors affecting the issuer of the
Security such that in the opinion of the Sponsor the retention of such Security
would be detrimental to the Trusts. Pursuant to the Trust Agreement and with
limited exceptions, the Trustee may sell any securities or other properties
acquired in exchange for Securities such as those acquired in connection with a
merger or other transaction. The proceeds from such sales, if any, will be
deposited in the Capital Account of a Trust. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However, in the
event such securities or property are nonetheless acquired by a Trust, they may
be accepted for deposit in such Trust and either sold by the Trustee or held in
such Trust pursuant to the direction of the Sponsor. Proceeds from the sale of
Securities (or any securities or other property received by a Trust in exchange
for Securities) are credited to the Capital Account for distribution to
Unitholders, to pay any accrued deferred sales charge or to meet redemptions.
Except as stated under "Trust Portfolio" for failed securities and as provided
in this paragraph, the acquisition by a Trust of any securities other than the
Securities is prohibited.

As indicated under "Rights of Unitholders -- Redemption of Units" above,
the Trustee may also sell Securities designated by the Sponsor, or if no such
designation has been made, in its own discretion, for the purpose of redeeming
Units of a Trust tendered for redemption and the payment of expenses.

The Sponsor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of individual issues of
Securities in that Trust. To the extent this is not practicable, the composition
and diversity of the Securities in such Trust may be altered. In order to obtain
the best price for a Trust, it may be necessary for the Sponsor to specify
minimum amounts (generally 100 shares) in which blocks of Securities are to be
sold.

AMENDMENT OR TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor and
the Trustee), provided, however, that the Trust Agreement may not be amended to
increase the number of Units (except as provided in the Trust Agreement). The
Trust Agreement may also be amended in any respect by the Trustee and Sponsor,
or any of the provisions thereof may be waived, with the consent of the holders
representing 51% of the Units of such Trust then outstanding, provided that no
such amendment or waiver will reduce the interest in that Trust of any
Unitholder without the consent of such Unitholder or reduce the percentage of
Units required to consent to any such amendment or waiver without the consent of
all Unitholders. The Trustee shall advise the Unitholders of any amendment

<PAGE>

requiring the consent of the Unitholders or of any other amendment if directed
by the Sponsor promptly after execution thereof.

A Trust may be liquidated at any time by consent of Unitholders
representing 66-2/3% of the Units of that Trust then outstanding or by the
Trustee when the value of the Securities owned by such Trust, as shown by any
evaluation, is less than that amount set forth under Minimum Termination Value
in the "Summary of Essential Financial Information." A Trust will be liquidated
by the Trustee in the event that a sufficient number of Units of that Trust not
yet sold are tendered for redemption by the Underwriters or the Sponsor, such
that the net worth of that Trust would be reduced to less than 40% of the value
of the Securities at the time they were deposited in the Trust. If a Trust is
liquidated because of the redemption of unsold Units by the Underwriters,
including the Sponsor, the Sponsor will refund to each purchaser of Units the
entire sales charge paid by such purchaser. The Trust Agreement will terminate
upon the sale or other disposition of the last Security held thereunder, but in
no event will it continue beyond the Mandatory Termination Date stated under
"Summary of Essential Financial Information."

Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of the Fund. The Sponsor will determine
the manner, timing and execution of the sales of the Securities. At least 30
days before the Mandatory Termination Date the Trustee will provide written
notice of any termination to all Unitholders and will include with such notice a
form to enable Unitholders to elect an In-Kind Distribution of shares of
Securities (reduced by customary transfer and registration charges), if such
Unitholder owns at least $100,000 worth of Units of a Trust, rather than to
receive payment in cash for such Unitholder's pro rata share of the amounts
realized upon the disposition by the Trustee of the Securities. To be effective,
the election form, together with surrendered certificates and other
documentation required by the Trustee, must be returned to the Trustee at least
five business days prior to the Mandatory Termination Date. A Unitholder may, of
course, at any time after the Securities are distributed, sell all or a portion
of the shares. Unitholders not electing a distribution of shares of Securities
and who do not elect the Rollover Option will receive a cash distribution from
the sale of the remaining Securities within a reasonable time following the
Mandatory Termination Date. Regardless of the distribution involved, the Trustee
will deduct from the funds of that Trust any accrued costs, expenses, advances
or indemnities provided by the Trust Agreement, including estimated compensation
of the Trustee, costs of liquidation and any amounts required as a reserve to
provide for payment of any applicable taxes or other governmental charges. Any
sale of Securities in a Trust upon termination may result in a lower amount than
might otherwise be realized if such sale were not required at such time. The
Trustee will then distribute to each Unitholder his pro rata share of the
balance of the Income and Capital Accounts of that Trust.

The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of each Trust pursuant to the Rollover Option (see
"Rights of Unitholders -- Special Redemption and Rollover in a New Fund"). There
is, however, no assurance that units of any new series of such Fund will be
offered for sale at that time, or if offered, that there will be sufficient
units available for sale to meet the requests of any or all Unitholders. The
Sponsor will attempt to sell any remaining Securities as quickly as possible
commencing on the Mandatory Termination Date without, in the judgment of the
Sponsor, materially adversely affecting the market price of the Securities. The
Sponsor does not anticipate that the period will be longer than 10 business
days, and it could be as short as one day, depending on the liquidity of the
Securities being sold. The liquidity of any Security depends on the daily
trading volume of the Security and the amount that the Sponsor has available on
any particular day.

Within a reasonable period after the final distribution, Unitholders will
be furnished a final distribution statement of the amount distributable. At such
time as the Trustee in its sole discretion will determine that any amounts held
in reserve are no longer necessary, it will make distribution thereof to
Unitholders in the same manner.

<PAGE>

LIMITATIONS ON LIABILITIES. The Sponsor, the Evaluator and the Trustee
shall be under no liability to Unitholders for taking any action or for
refraining from taking any action in good faith pursuant to the Trust Agreement,
or for errors in judgment, but shall be liable only for their own willful
misfeasance, bad faith or gross negligence in the performance of their duties or
by reason of their reckless disregard of their obligations and duties hereunder.

The Trustee shall not be liable for depreciation or loss incurred by reason
of the sale by the Trustee of any of the Securities. In the event of the failure
of the Sponsor to act under the Trust Agreement, the Trustee may act thereunder
and shall not be liable for any action taken by it in good faith under the Trust
Agreement. The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon or upon it as Trustee under the Trust Agreement or upon or in respect of
the Trusts which the Trustee may be required to pay under any present or future
law of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Trustee.

The Trustee, Sponsor and Unitholders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Trust Agreement shall be made in good
faith upon the basis of the best information available to it, provided, however,
that the Evaluator shall be under no liability to the Trustee, Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.

SPONSOR. Delaware Management Company, Inc. is the Sponsor of the Fund and
Delaware Distributors, L.P. is the primary Distributor of Fund Units. Both the
Sponsor and Distributor are indirect, wholly owned subsidiaries of Lincoln
National Corporation ("LNC"). LNC, headquartered in Fort Wayne, Indiana, owns
and operates insurance and investment management businesses, including Delaware
Management Holdings, Inc. ("DMH"). Affiliates of DMH serve as adviser,
distributor and transfer agent for the Delaware Group of Mutual Funds.

As of December 31, 1997, affiliates of DMH, including the Sponsor, had
assets under management of approximately $40 billion in mutual fund and
institutional accounts, and served as investment adviser to 106 mutual fund
portfolios. The principal business address for the Sponsor is One Commerce
Square, Philadelphia, Pennsylvania 19103; the principal business address for the
Distributor is 1818 Market Street, Philadelphia, Pennsylvania 19103. (This
paragraph relates only to the Sponsor and not to the Fund or to any Series
thereof. The information is included herein only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out its contractual obligations. More detailed information will be made
available by the Sponsor upon request.)

If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and not
exceeding amounts prescribed by the Securities and Exchange Commission, (ii)
terminate the Trust Agreement and liquidate the Fund as provided therein or
(iii) continue to act as Trustee without terminating the Trust Agreement.

EVALUATOR. The Trustee serves as Evaluator. The Evaluator may resign or be
removed by the Trustee (or by the Sponsor if the Trustee is the Evaluator) in
which event the Sponsor and/or the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon acceptance of appointment by the successor evaluator. If upon
resignation of the Evaluator no successor has accepted appointment within 30
days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor. Notice of such
resignation or removal and appointment shall be mailed by the Trustee to each
Unitholder.

<PAGE>

TRUSTEE. The Trustee is The Chase Manhattan Bank, with its principal
executive office located at 270 Park Avenue, New York, New York 10017 and its
unit investment trust office at 4 New York Plaza, 6th floor, New York, New York
10004-2413. The Trustee is subject to supervision by the Superintendent of Banks
of the State of New York, the Federal Deposit Insurance Corporation and the
Board of Governors of the Federal Reserve System.

The duties of the Trustee are primarily ministerial in nature. The Trustee
did not participate in the selection of Securities for any Trust portfolio.

In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for the Trusts. Such
records shall include the name and address of, and the number of Units of each
Trust held by, every Unitholder of a Trust. Such books and records shall be open
to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation (see "Rights of Unitholders -- Reports Provided"). The Trustee is
required to keep a certified copy or duplicate original of the Trust Agreement
on file in its office available for inspection at all reasonable times during
the usual business hours by any Unitholder, together with a current list of the
Securities held in the Trusts.

Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall be
mailed to each Unitholder by the Sponsor. Upon execution of a written acceptance
of such appointment by such successor trustee, all the rights, powers, duties
and obligations of the original trustee shall vest in the successor. The
resignation or removal of the Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee.

Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.

OTHER MATTERS

LEGAL OPINIONS. The legality of the Units offered hereby has been passed
upon by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Carter, Ledyard & Milburn, will act as counsel for the
Trustee and as special New York tax counsel for the Trusts.

INDEPENDENT AUDITORS. The statements of net assets, including the schedules
of investments, as of the opening of business on the Initial Date of Deposit
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

<PAGE>

REPORT OF INDEPENDENT AUDITORS

TO THE SPONSOR, TRUSTEE AND THE UNITHOLDERS OF DELAWARE GROUP UNIT
INVESTMENT TRUST, SERIES 16:

We have audited the accompanying statements of net assets, including the
schedules of investments, of Delaware Group Unit Investment Trust, Series 16
(comprised of the Power Five Equity Trust, Series 4, the Power Ten Equity Trust,
Series 4, the Illinois Big Ten Equity Trust, Series 10, the Minnesota Big Ten
Equity Trust, Series 11, the Missouri Big Ten Equity Trust, Series 10,
Massachusetts Hub Ten Equity Trust, Series 1 and the Pacific Ten Equity Trust,
Series 6) as of the opening of business on , 1998. The statements of net assets
are the responsibility of the Trust's Sponsor. Our responsibility is to express
an opinion on these statements of net assets based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statements of net assets are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statements of net assets. Our
procedures included confirmation of the irrevocable letter of credit held by the
Trustee and deposited in the Trust on , 1998. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall presentation of the statements of net
assets. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of each of the
respective series constituting the Delaware Group Unit Investment Trust, Series
16 at the opening of business on , 1998, in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP

Philadelphia, Pennsylvania
, 1998

<PAGE>

DELAWARE GROUP UNIT INVESTMENT TRUST, SERIES 16
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, , 1998

<TABLE>
<CAPTION>
POWER POWER ILLINOIS
FIVE TEN BIG TEN
SERIES(4) SERIES(4) SERIES 10
--------- --------- ---------
<S> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to Purchase Securities(1) ..............
Organizational and Offering Costs(2) .............
Total ..........................................
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities--
Accrued Organizational and Offering Costs(2) .....
Deferred Portion of Sales Charge(3) ..............
Total Liabilities ..............................
Interest of Unitholders , and Units,
respectively of fractional undivided interest
outstanding:
Cost to Investors(4) .............................
Gross Underwriting Commission(4,5) ...............
Net Amount Applicable to Unitholders .............
Total ..........................................
</TABLE>

- -----------------------
(1) The aggregate value of the Securities listed under "Portfolio" herein and
their cost to a Trust are the same. The value of the Securities is
determined as set forth under "Public Offering -- Offering Price." The
contracts to purchase Securities are collateralized by an irrevocable
letter of credit of $10,000,000 which has been deposited with the Trustee.

(2) Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs, which will be deferred and charged off
over the initial offering period. Organizational and offering costs have
been estimated based on a projected Trust size of $2,000,000, $2,000,000
and $4,000,000 for the Power Five Series 4, Power Ten Series 4 and Illinois
Big Ten Series 10, respectively. To the extent a Trust is larger or
smaller, the estimate will vary.

(3) Represents the aggregate amount of mandatory distributions of $17.50 per
100 Units payable to the Sponsor in monthly installments on the 1st day of
each month from April, 1998 through February, 1999 (the "First Year
Deferred Period"). If Units are redeemed prior to February 1, 1999, the
remaining amount of deferred sales charge applicable to such Units for the
First Year Deferred Period will be payable at the time of redemption.
Additionally, Unitholders of record subsequent to 1999 will be assessed a
deferred sales charge of $17.50 per 100 Units payable to the Sponsor in
monthly installments on the 1st day of each month from April, 1999 through
February, 2000 (the "Second Year Deferred Period"). If Units are redeemed
prior to February 1, 2000, the remaining portion of the distribution
applicable to such Units for the Second Year Deferred Period will be
transferred to such account on the redemption date. See "Rights of
Unitholders -- Redemption of Units."

(4) The aggregate public offering price and the aggregate initial sales charge
are computed on the bases set forth under "Public Offering -- Offering
Price" and "Public Offering -- Sponsor and Underwriter Compensation" and
assume all single transactions involve less than $100,000. For single
transactions in excess of this amount, the sales charge is reduced (see
"Public Offering -- General") resulting in an equal reduction in both the
Cost to investors and the Gross underwriting commission while the Net
amount applicable to Unitholders remains unchanged.

(5) Gross underwriting commission includes a deferred sales charge of $.175 per
Unit for the First Year Deferred Period.

<PAGE>

DELAWARE GROUP UNIT INVESTMENT TRUST, SERIES 16
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, , 1998

<TABLE>
<CAPTION>
MINNESOTA MISSOURI MASSACHUSETTS PACIFIC
BIG TEN BIG TEN HUB TEN TEN
SERIES 11 SERIES 10 SERIES 1 SERIES 6
--------- --------- ------------- --------
<S> <C> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to Purchase Securities(1) .............
Organizational and Offering Costs(2) ............
Total .........................................
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities .....................................
Accrued Organizational and Offering Costs(2) ....
Deferred Portion of Sales Charge(3)..............
Total Liabilities .............................
Interest of Unitholders , ,
and Units, respectively, of fractional
undivided interest outstanding:
Cost to Investors(4) ............................
Gross Underwriting Commission(4,5) ..............
Net Amount Applicable to Unitholders ............
Total .........................................
</TABLE>

(2) Each Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs, which will be deferred and charged off
over the initial offering period. Organizational and offering costs have
been estimated based on a projected Trust size of $10,000,000, $3,000,000,
and $5,000,000 for Minnesota Big Ten Series 10, Missouri Big Ten Series 9,
Massachusetts Hub Ten Series 1 and Pacific Ten Series 5, respectively. To
the extent a Trust is larger or smaller, the estimate will vary.

(5) Gross underwriting commission includes a deferred sales charge of $.175 per
Unit for the First Year Deferred Period.

<PAGE>

POWER FIVE EQUITY TRUST, SERIES 4
SCHEDULE OF INVESTMENTS (DELAWARE GROUP UNIT INVESTMENT TRUST, SERIES 16)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: , 1998

<TABLE>
<CAPTION>
NUMBER PRICE PER COST OF CURRENT
OF % OF ANNUAL SHARE TO SECURITIES DIVIDEND
ISSUER(1) SHARES TRUST(5) DIVIDEND(4) TRUST(2) TO TRUST(2) YIELD(3)
- ------------------------------ ------ -------- ----------- --------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
International Paper Company $ 1.00
Philip Morris Cos. Inc. 1.60
E.I. DuPont De Nemours & Co. 1.26
Eastman Kodak Co. 1.76
General Motors Corp. 1.89
Total 100.00%
======
</TABLE>