DELAWARE GROUP UNIT INVESTMENT TRUST SERIES 20, 487, 1998-06-02

DELAWARE GROUP UNIT INVESTMENT TRUST SERIES 20
487, 1998-06-02

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As filed with the Securities and Exchange Commission on June 2, 1998
Registration No. 333-53325

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to the
REGISTRATION STATEMENT
on
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 INVESTMENTS UNIT INVESTMENT TRUST, SERIES
20

B. Name of depositor: DELAWARE CAPITAL MANAGEMENT, INC.

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

DELAWARE CAPITAL MANAGEMENT, INC.
One Commerce Square
Philadelphia, Pennsylvania 19103

D. Name and complete address of agent for service:
Copy to:
George M. Chamberlain, Jr. MARK J. KNEEDY
Delaware Capital Management, Inc. c/o Chapman and Cutler
One Commerce Square 111 West Monroe Street
Philadelphia, Pennsylvania 19103 Chicago, Illinois 60603

CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C>
Title and amount of Proposed maximum Amount of
securities being registered aggregate offering registration fee
price

Delaware Investments Unit An indefinite number of Indefinite $0.00
Investment Trust, Series 20 Units of Beneficial Interest
pursuant to Rule 24f-2 under
the Investment Company Act of 1940

</TABLE>

E. Approximate date of proposed sale to public:

As soon as practicable after the effective date of the Registration
Statement.

/X:/ Check box if it is proposed that this filing will become effective on
June 2, 1998 at 2:00 P.M. pursuant to Rule 487.

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 INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20

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

Cross-Reference Sheet

(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

I. Organization and General Information

<S> <C> <C>
1. (a) Name of Trust } Prospectus front cover
2. (b) Title of securities issued................................................. } Summary of Essential Financial
} Information
3. Name and address of each depositor.............................................. } Trust Administration
4. Name and address of Trustee..................................................... } Trust Administration
5. State of organization of Trust.................................................. } The Trust
6. Execution and termination of Trust agreement.................................... } Trust Administration
7. Changes of name } The Trust; Trust Administration
8. Fiscal year } *
9. Litigation } *

II. General Description of the Trust and
Securities of the Trust

10. (a) Registered of bearer securities............................................ } Rights of Unitholders
(b) Cumulative or distributive securities...................................... } Rights of Unitholders; The Trust
}
(c) Redemption................................................................. } Rights of Unitholders
(d) Conversion, transfer, etc.................................................. } Rights of Unitholders
(e) Periodic payment plan...................................................... } *
(f) Voting rights.............................................................. } Rights of Unitholders
(g) Notice of Unit holders..................................................... } Trust Administration
(h) Consents required.......................................................... } Rights of Unit holders; Trust
} Administration
(i) Other provisions........................................................... } Taxation
11. Type of securities comprising units............................................. } The Trust
12. Certain information regarding periodic payment certificates } *
}
13. (a) Load, fees, expenses, etc.................................................. } Trust Operating Expenses
(b) Certain information regarding periodic payment certificates................ } *

<PAGE>

(c) Certain percentages........................................................ } Summary of Essential Financial
} Information; Public Offering
(d) Certain other fees, etc. payable by holders................................ } Rights of Unitholders
(e) Certain profits receivable by depositor,
principal, underwriters, writers, Trustee or
affiliated person..................................................... } Trust Operating Expenses; Public
} Offering
(f) Ratio of annual charges to income.......................................... } *

} The Trust
14. Issuance of Trust's securities.................................................. } Rights of Unitholders
15. Receipt and handling of payments from purchasers................................ } *
16. Acquisition and disposition of underlying } The Trust; Objectives and
securities................................................................ } Securities Selection; Trust
} Administration; Public
} Offering
17. Withdrawal or redemption........................................................ } Rights of Unitholders; Public
} Offering
18. (a) Receipt, custody and disposition of income................................. } Rights of Unitholders
(b) Reinvestment of distributions.............................................. } Rights of Unitholders
(c) Reserves or special Trusts................................................. } Trust Operating Expenses
(d) Schedule of distributions.................................................. } *

19. Records, accounts and reports................................................... } Rights of Unitholders; Trust
} Administration
20. Certain miscellaneous provisions of Trust agreement
(a) Amendment.................................................................. } Trust Administration
(b) Termination................................................................ } *
(c) and (d) Trustee, removal and successor..................................... } Trust Administration
(e) and (f) Depositor, removal and successor.................................... } Trust Administration
21. Loans to security holders } *
22. Limitations on liability........................................................ } Trust Administration
23. Bonding arrangements............................................................ } *
24. Other material provisions of Trust agreement.................................... } *

III. Organization, Personnel and
Affiliated Persons of Depositor

25. Organization of depositor....................................................... } Trust Administration
26. Fees received by depositor...................................................... } See Items 13(a) and 13(e)
27. Business of depositor........................................................... } Trust Administration
28. Certain information as to officials and
affiliated persons of depositor........................................... } Trust Administration
29. Voting securities of depositor.................................................. } *
30. Persons controlling depositor................................................... } *

<PAGE>

31. Payment by depositor for certain services
rendered to Trust......................................................... } *
32. Payment by depositor for certain other services rendered to Trust...............
} *
33. Remuneration of employees of depositor
for certain services rendered to Trust.................................... } *
34. Remuneration of other persons for certain
services rendered to Trust................................................ } *

IV. Distribution and Redemption

35. Distribution of Trust's securities by states.................................... } Public Offering
36. Suspension of sales of Trust's securities....................................... } *
37. Revocation of authority to distribute........................................... } *
38. (a) Method of Distribution..................................................... } Public Offering
(b) Underwriting Agreements.................................................... } Underwriting
(c) Selling Agreements......................................................... } Public Offering
39. (a) Organization of principal underwriters..................................... } Trust Administration
(b) N.A.S.D. membership of principal underwriters.............................. } *
40. Certain fees received by principal underwriters................................. } See Items 13(a) and 13(e)
41. (a) Business of principal underwriters......................................... } Trust Administration
(b) Branch offices of principal underwriters................................... } *
(c) Salesmen of principal underwriters......................................... } *
42. Ownership of Trust's securities by certain persons.............................. } *
43. Certain brokerage commissions received by
principal underwriters.................................................... } Public Offering
44. (a) Method of valuation........................................................ } Public Offering
(b) Schedule as to offering price.............................................. } *
(c) Variation in offering price to certain persons............................. } Public Offering
45. Suspension of redemption rights................................................. } Rights of Unitholders
46. (a) Redemption valuation....................................................... } Public Offering
(b) Schedule as to redemption price............................................ } *
47. Maintenance of position in underlying securities................................ } Public Offering
} Rights of Unitholders

V. Information Concerning the Trustee
or Custodian

48. Organization and regulation of Trustee.......................................... } Trust Administration
49. Fees and expenses of Trustee.................................................... } Trust Operating Expenses
50. Trustee's lien.................................................................. } *

<PAGE>

VI. Information Concerning Insurance of
Holders of Securities

51. Insurance of holders of Trust's securities...................................... } Cover Page; Trust Operating
} Expenses

VII. Policy of Registrant

52. (a) Provisions of Trust agreement with respect
to selection or elimination............................................... } The Trust; Trust Administration
(b) Transactions involving elimination of
underlying securities..................................................... } *
(c) Policy regarding substitution or elimination The Trust; Trust Administration
of underlying securities.................................................. }
(d) Fundamental policy not otherwise covered................................... } *
53. Tax status of Trust............................................................. } Taxation

VIII. Financial and Statistical Information

54. Trust's securities during last ten years........................................ } *
55.-58. Certain information regarding periodic payment
certificates.............................................................. } *
59. Financial statements (Instruction 1(c) to Form S-6)............................. } *

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

</TABLE>

<PAGE>

DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20
POWER FIVE EQUITY TRUST, SERIES 6
POWER TEN EQUITY TRUST, SERIES 6
ILLINOIS BIG TEN EQUITY TRUST, SERIES 12
MINNESOTA BIG TEN EQUITY TRUST, SERIES 13
MISSOURI BIG TEN EQUITY TRUST, SERIES 12
MASSACHUSETTS HUB TEN EQUITY TRUST, SERIES 3
PACIFIC TEN EQUITY TRUST, SERIES 8

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

THE TRUSTS. Delaware Investments Unit Investment Trust, Series 20 (the
"Fund") is comprised of the seven underlying unit investment trusts set forth
above. Power Five Equity Trust, Series 6 (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 May 29, 1998
(the "Stock Selection Date"). Power Ten Equity Trust, Series 6 (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 12 (the "Illinois Big Ten
Trust"), Minnesota Big Ten Equity Trust, Series 13 (the "Minnesota Big Ten
Trust"), and Missouri Big Ten Equity Trust, Series 12 (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 3 (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 8 (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 NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

DELAWARE CAPITAL MANAGEMENT, INC.

The date of this Prospectus is June 2, 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 September, 1998 through June, 1999 (the "First
Year Deferred Period") and again over the period commencing September, 1999
through June, 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

<PAGE>

of that 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 Distributor 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 and
the Distributor anticipate 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

<PAGE>

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." 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, significant litigation (e.g. tobacco), 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 INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AT THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: JUNE 2, 1998
SPONSOR: DELAWARE CAPITAL MANAGEMENT, INC.
TRUSTEE AND EVALUATOR: THE CHASE MANHATTAN BANK

<TABLE>
<CAPTION>
POWER POWER ILLINOIS
FIVE TEN BIG TEN
EQUITY EQUITY EQUITY
TRUST, TRUST, TRUST,
SERIES 6 SERIES 6 SERIES 12
GENERAL INFORMATION ---------- ---------- ----------
<S> <C> <C> <C>
Number of Units(1) ................................................. 15,228 15,200 15,110
---------- ---------- ----------
Fractional Undivided Interest in each Trust per Unit ............... 1/15,228 1/15,200 1/15,110
---------- ---------- ----------
Calculation of Public Offering Price per 100 Units:
Aggregate Offering Price of Securities
in Portfolio(2) ................................................... $ 150,763 $ 150,486 $ 149,594
---------- ---------- ----------
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
Distributor'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(6) .............................. $ 0.086 $ 0.086 $ 0.086
Estimated Organizational and Offering Expenses per Unit(7) ......... $ 0.0540 $ 0.0540 $ 0.0415
---------- ---------- ----------
Initial Date of Deposit ............................... June 2, 1998
First Settlement Date ................................. June 5, 1998
Interim Rollover Notification Date .................... June 2, 1999
Interim Special Redemption Period ..................... Beginning on
June 21, 1999 until no later than July 1, 1999.
Final Rollover Notification Date ....................... May 5, 2000
Final Special Redemption Period ....................... Beginning on
May 24, 2000 until no later than June 1, 2000.
Mandatory Termination Date ............................ June 1, 2000
Income and Capital Account Distribution Date(8) ....... July 1, 1999
to Unitholders of record on June 15, 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 13 SERIES 12 SERIES 3 SERIES 8
GENERAL INFORMATION ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Number of Units(1) ......................................... 15,174 15,101 15,146 15,081
---------- ---------- ---------- ----------
Fractional Undivided Interest in each Trust per Unit ....... 1/15,174 1/15,101 1/15,146 1/15,081
---------- ---------- ---------- ----------
Calculation of Public Offering Price per 100 Units:
Aggregate Offering Price of Securities in Portfolio(2) ..... $ 150,223 $ 149,506 $ 149,947 $ 149,310
----------- ---------- ---------- ----------
Aggregate Offering Price of Securities per 100 Units ....... $ 990.00 $ 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 $ 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
Distributor'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(6) ...................... $ 0.086 $ 0.086 $ 0.086 $ 0.086
Estimated Organizational and Offering Expenses Per
Unit(7) ................................................... $ 0.0488 $ 0.0575 $ 0.0420 $ 0.0398
---------- ---------- ---------- ----------
Initial Date of Deposit ....................... June 2, 1998
First Settlement Date ......................... June 5, 1998
Interim Rollover Notification Date ............ June 2, 1999
Interim Special Redemption Period ............. Beginning on
June 21, 1999 until no later than July 1, 1999.
Final Rollover Notification Date ............... May 5, 2000
Final Special Redemption Period ............... Beginning on
May 24, 2000 until no later than June 1, 2000.
Mandatory Termination Date .................... June 1, 2000
Income and Capital Account Distribution Date(8)
July 1, 1999 to Unitholders of record on June 15,
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>

- ------------------
(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) The Securities were initially valued at the last trade before 12:00 p.m.
Eastern Time on the Business Day before the Initial Date of Deposit.
Thereafter, each Security listed on a national securities exchange or The
Nasdaq Stock Market is valued at the Evaluation Time based on 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 September, 1998
through June, 1999 (the "First Year Deferred Period") and again over the
period commencing September, 1999 through June, 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) In no event will the Trustee's Annual Fee for each Trust be less than
$2,000.

(7) 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
"Statements of Net Assets." Historically, the sponsors of unit investment
trusts have paid all the costs of establishing such trusts.

(8) 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 Unitholders, 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
100 UNITS
----------
<S> <C> <C>
UNITHOLDER TRANSACTION EXPENSES
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 Investments Unit Investment Trust, Series 20 is comprised of seven
unit investment trusts: Power Five Equity Trust, Series 6; Power Ten Equity
Trust, Series 6; Illinois Big Ten Equity Trust, Series 12; Minnesota Big Ten
Equity Trust, Series 13; Missouri Big Ten Equity Trust, Series 12; Massachusetts
Hub Ten Equity Trust, Series 3; and Pacific Ten Equity Trust, Series 8
(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
Capital Management, 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 and at the direction of the Sponsor,
delivered to the Distributor 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

<PAGE>

shares of the Securities. Any deposit by the Sponsor of additional Securities,
or the purchase of 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 Distributor, 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 operations 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 operations 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

<PAGE>

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 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. The
Sponsor's determination that a company has its principal operations located in a
state is based on the fact that such company is headquartered in that state. 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.

<PAGE>

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 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, January, 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 -6.27 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 18.64 17.27 7.37 7.49
1993 33.82 26.91 24.73 8.48 23.93 2.56 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 33.59 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
1998 thru 3/31 7.24 9.17 5.05 7.96 7.71 29.18 10.46 13.53 11.27
</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, Massachusetts Hub 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 out-perform the S&P 500 Index or the DJIA over the stated period.

<PAGE>

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

[PLOT POINTS GRAPH]

POWER FIVE POWER TEN
STRATEGY STRATEGY DJIA
-------- -------- ----

$10,000 $10,000 $10,000
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 $53,462
1994 $98,240 $74,777 $56,103
1995 $127,967 $102,079 $76,564
1996 $161,392 $130,844 $98,446
1997 $193,800 $159,224 $122,969
3/31/98 $207,831 $173,825 $139,607

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?

[PLOT POINTS GRAPH]

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

$10,000 $10,000 $10,000 $10,000
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
3/31/98 $189,899 $172,862 $146,357 $122,307

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?

[PLOT POINTS GRAPH]

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

$10,000 $10,000 $10,000
1983 $12,053 $12,227 $11,000
1984 $12,500 $12,955 $12,321
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 $17,972
1991 $35,509 $40,996 $28,862
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
3/31/98 $152,085 $122,307 $107,653

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 or the Massachusetts Hub 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, 1983.
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 fifteen 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, 1983 represents the annualized Total
Return over such two-year period of the common stocks selected by applying the
Strategy on January 1, 1982, while the Strategy Total Returns shown for the
two-year period ending December 31, 1984 represents the annualized Total Return
over such two-year period of the common stocks selected by applying the Strategy
on January 1, 1983. 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>
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
1998 thru 3/31 7.24 9.17 5.05 7.96 7.71 29.18 10.46 13.53 11.27
</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.

(4) For the five year period between January 1, 1978 and December 31, 1982, the
Power Five Strategy achieved an average annual total return over the
two-year period ending in the year indicated of 2.99% in 1978, 11.65% in
1979, 23.10% in 1980, 18.02% in 1981 and 24.55% in 1982; the Power Ten
Strategy achieved an average annual total return over the two-year period
ending in the year indicated of -2.18% in 1978, 7.34% in 1979, 19.77%

<PAGE>

in 1980, 14.92% in 1981 and 23.55% in 1982; the DJIA achieved an average
annual total return in the year indicated 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 average annual total return in the year indicated 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
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, 1983?

[PLOT POINTS GRAPH]

TWO-YEAR
PERIOD POWER FIVE POWER TEN
ENDING STRATEGY STRATEGY DJIA
------ -------- -------- ----

$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 $53,462
1994 $145,810 $77,090 $56,103
1995 $183,283 $94,898 $76,564
1996 $256,028 $128,349 $98,446
1997 $296,224 $158,858 $122,969
3/31/98 $317,671 $173,425 $139,607

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, 1983 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, 1982
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, 1983?

[PLOT POINTS GRAPH]

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

$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
3/31/98 $161,781 $135,458 $118,296 $122,307

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, 1983 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, 1982 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, 1983?

[PLOT POINTS GRAPH]

TWO-YEAR MASSACHUSETTS
PERIOD S&P 500 PACIFIC TEN HUB TEN
ENDING INDEX STRATEGY STRATEGY
------ ----- -------- --------
$10,000 $10,000 $10,000
1983 $12,227 $11,596 $11,923
1984 $12,955 $13,130 $12,795
1985 $17,027 $14,681 $14,814
1986 $20,152 $17,181 $18,110
1987 $21,295 $18,954 $19,734
1988 $24,823 $20,834 $20,334
1989 $32,546 $22,626 $22,652
1990 $31,504 $26,027 $20,831
1991 $40,996 $27,060 $23,383
1992 $44,067 $34,293 $32,415
1993 $48,421 $38,751 $35,709
1994 $49,040 $42,839 $36,783
1995 $67,190 $53,447 $42,040
1996 $82,429 $77,118 $53,155
1997 $109,919 $105,335 $70,319
3/31/98 $122,307 $116,354 $90,838

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, 1983 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,`
1982 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 13.90%, 17.00% 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 or the Massachusetts Hub 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 April 29, 1998 is 19.48,
17.76, 15.71, 21.39, 18.75, 36.62, and 31.13,

<PAGE>

respectively. The P/E ratio for a company is calculated by dividing the current
market price per share of common stock by earnings per share. 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 May 29,
1998 is 0.85, 0.82, 0.57, 0.73, 0.55, 1.30, and 0.96, respectively. Beta is a
measure of volatility relative to the S&P 500 Index for the past three years
ended May 29, 1998.

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."

PHILIP MORRIS COS. INC.
INTERNATIONAL PAPER COMPANY
CATERPILLAR INC.
AT&T CORP.
EXXON CORP.

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.

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.

CATERPILLAR INC. is the world's #1 maker of earthmoving machinery. Products
under brand names such as Cat, Solar, and Barber-Green are widely renowned for
their durability. The company makes a variety of construction, mining, and
agricultural machinery, as well as engines for trucks, locomotives, and
electrical power-generation systems. It also provides financing and insurance
for its dealers and customers. The company makes 71% of its sales from
machinery, 25% from engines, and 4% from financial services.

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.

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 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.

<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.
CHEVRON CORPORATION
GENERAL MOTORS CORP.
EASTMAN KODAK CO.
MINNESOTA MINING & MANUFACTURING CO.
EXXON CORP.
INTERNATIONAL PAPER COMPANY
AT&T CORP.
CATERPILLER INC.

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.

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.

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.

<PAGE>

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.

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
NICOR, INC.
UNITRIN, INC.
AMOCO CORPORATION
A.M. CASTLE & CO.
ARTHUR J. GALLAGHER & COMPANY
WOODWARD GOVERNOR COMPANY
FEDERAL SIGNAL CORPORATION
PINNACLE BANC GROUP, INC.
NALCO CHEMICAL 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.

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

<PAGE>

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.

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 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.

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.

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

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.

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.

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.

PINNACLE BANC GROUP, INC. The Pinnacle Banc Group is a holding company for
several subsidiary banks: Pinnacle Bank, Quad-Cities Bank, and Batavia Savings.
The company operates 12 banking locations in Illinois and Iowa. Pinnacle Bank
and Quad-Cities Bank are full-service commercial banks

<PAGE>

that provide commercial, consumer, and real estate lending; installment credit
lending; collections; safe-deposit operations; and other services.

NALCO CHEMICAL CO.-- the world's largest maker of water treatment chemicals
- -- aims to provide just the right chemicals for a wide variety of industrial
processes, from making paper and steel to mining and generating electricity.
Among other functions, Nalco's chemicals clarify water, control corrosion in
cooling systems and boilers, and help separate liquids and solids. Industries
also use Nalco's products for pollution control and energy conservation. Nalco
sells its products through its own representatives in more than 120 countries.
Nalco has joint ventures with US Filter Corp. and Exxon and subsidiaries in more
than 30 countries. About 40% of the company's sales are outside the US.

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
ARCTIC CAT, INC.
SUPERVALU, INC.
MINNESOTA MINING & MANUFACTURING CO.
ST. PAUL COMPANIES, INC.
BEMIS COMPANY, INC.
POLARIS INDUSTRIES, INC.

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

<PAGE>

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.

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.

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.

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.

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).

BEMIS COMPANY, INC. Bemis manufactures a broad line of flexible packaging
materials including coated and laminated films, and polyethylene and paper bag
packaging. The company also produces specialty coated and graphics products
ranging from label items to pressure sensitive papers and graphic films. While
the food industry accounts for roughly 70% of its sales, Bemis also markets
(primarily through its own sales force) to agricultural, chemical, medical,
personal care, and printing industries.

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.

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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
MERCANTILE BANCORPORATION
ANHEUSER-BUSCH COMPANIES, INC.
BROWN GROUP INCORPORATED
CPI CORPORATION
MALLINCKRODT INCORPORATED
KANSAS CITY LIFE INSURANCE COMPANY
MAY DEPARTMENT STORES COMPANY
EMERSON ELECTRIC COMPANY
KELLWOOD 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.

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.

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).

BROWN GROUP INCORPORATED is a leading footwear retailer. The company owns
and operates about 800 Famous Footwear stores, the largest chain of branded
family shoes in the US; almost 450 Naturalizer stores; and 16 F.X. LaSalle
stores (in Canada). Besides its venerable Buster Brown line, shoe brands include
Regal (men's), Wildcats (kid's), and Naturalizer, one of the best-known women's
shoe brands in the US. The company sells shoes wholesale through its Brown Shoe
Company and Pagoda subsidiaries, and Pagoda Trading does its sourcing. Brown
distributes its footwear internationally through about 10,000 retailers,
including independent, chain, and department stores.

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.

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MALLINCKRODT INCORPORATED manufactures and distributes health care
products, including imaging agents for radiological, cardiological, urological,
and nuclear medicine applications. Its critical-care segment makes products for
anesthesiology, respiratory care, and blood analysis. Mallinckrodt also makes
various specialty pharmaceuticals such as acetaminophen, codeine salts, and
morphine.

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.

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).

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.

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, 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.

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.
RAYTHEON CO.
BANKBOSTON CORP.
BOSTON SCIENTIFIC CORP.
STATE STREET CORP.
PARAMETRIC TECHNOLOGY CORP.
TJX COMPANIES, INC.
STAPLES INC.

GILLETTE CO. Although best known for its razors and blades (Sensor, Trac
II), consumer products manufacturer Gillette is also a leader in batteries
(Duracell), dental care (Oral-B), toiletries (Right Guard, White Rain), writing
products (Parker Pen, Liquid Paper), and small appliances (Braun). A global
power, Gillette derives more than 60% of its revenues from outside the US and
manufactures its products in nearly 30 countries.

<PAGE>

FLEET FINANCIAL GROUP, INC. Fleet provides business, retail, trust/asset
management, leasing, insurance, mortgage banking, real estate, and investment
services to individual and commercial customers through over 1,200 branches. The
#1 bank in New England, it also offers checking, savings, loans (business,
personal, educational, residential, and commercial), MasterCard, Visa, and money
market deposit accounts. Fleet has significant consumer, student, and mortgage
loan operations as well as strong consumer and small- and middle-market business
banking operations.

EMC CORP. EMC is the #1 maker (ahead of IBM) of mainframe computer disk
memory hardware and software. It makes RAID (Redundant Array of Independent
Disk) memory storage and retrieval systems for the IBM-compatible mainframe
storage market, and the company is a leading independent supplier in both UNIX
and IBM AS/400 storage markets. EMC markets its memory products, which provide
up to 3 terabytes (3,000 gigabytes) of storage, under the name Symmetrix. Other
products let users manage remote data and share information across networks of
different computers.

RAYTHEON CO. Raytheon is the #3 aerospace and defense company, following
Boeing and Lockheed Martin. It has four segments: electronics, aircraft,
engineering and construction (focusing on industrial projects), and appliances
(which now consists of commercial laundry and electronic controls products). The
largest segment is electronics: products include environmental monitoring
systems, air traffic control systems, Patriot missile and other defense systems,
global broadcast systems, and marine electronics. The company is a top US
manufacturer of small passenger aircraft (Hawker, Beech, and King Air). Raytheon
has bought the defense businesses of Texas Instruments and GM's Hughes
Electronics.

BANKBOSTON CORP. BankBoston, the #1 bank in the Boston market, was created
through the 1996 merger of Bank of Boston Corporation and BayBanks Inc. The firm
provides business, retail, trust/asset management, correspondent, leasing,
insurance, mortgage banking, real estate, and international investment banking
for individual and commercial customers. BankBoston is the only New England bank
that has a significant foreign presence.

BOSTON SCIENTIFIC CORP. Boston Scientific makes medical supplies used in
surgical procedures. Its products are minimally invasive (inserted into the
human body through natural openings or small incisions) and used to diagnose and
treat conditions in a wide variety of medical fields, including cardiology,
gastroenterology, pulmonary medicine, radiology, urology, and vascular surgery.
The company, which has grown through acquisitions, markets its products through
6 units: SCIMED (cardiology), Medi-Tech (radiology), Microvasive Endoscopy,
Microvasive Urology, EPT (electrophysiology), and Meadox (vascular and
endovascular surgery).

STATE STREET CORP. State Street, formerly State Street Boston Corporation,
services and manages financial assets. The bank caters to institutional
investors with significant worldwide assets such as mutual funds and pension
plans. Its customers include investment companies, large corporations, medium
and small companies, government organizations, insurance companies, unions,
not-for-profits, and individuals.

PARAMETRIC TECHNOLOGY CORP. Parametric Technology is the world leader in
mechanical CAD/CAM/CAE (computer-aided design, manufacturing, and engineering)
software. Its flagship product, Pro/ENGINEER, works on UNIX and high-end Windows
NT computers and has 70 add-on modules that let users do simulation, design, and
data management, among other functions. The company's products are used in the
electronics, aerospace, automotive, consumer products, telecommunications, and
other industries. More than half of Parametric Technology's sales are outside
the US.

TJX COMPANIES, INC. TJX owns the 2 top off-price specialty apparel chains
in the US. The company's largest chain is T.J. Maxx, which sells family apparel,
accessories, women's shoes, domestics, giftware, and jewelry at 20-60% off full
price at nearly 600 stores. Though similar in format to T.J. Maxx, the company's
Marshalls stores (more than 450 stores) offer shoes and a broader selection of
menswear.

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STAPLES INC. is the #2 office-supply superstore company in the US (behind
Office Depot). It sells office products, business services, furniture, and
computers through more than 780 stores (primarily under the Staples and Staples
Express names), most of which are in the US and Canada. The company also has
mail-order and contract-stationer businesses, as well as joint ventures in
Germany and the UK. Generally located in the suburbs and offering about 8,000
office products (business machines, computers, office furniture, and supplies),
the Staples superstores generate most of the sales and profits for the company.

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
CISCO SYSTEMS, INC.
DISNEY (WALT) COMPANY
HEWLETT-PACKARD COMPANY
CHEVRON CORPORATION
BOEING COMPANY
WELLS FARGO & COMPANY
ATLANTIC RICHFIELD COMPANY
AIRTOUCH COMMUNICATIONS INC.

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.

INTEL CORPORATION Intel 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 PC's since 1981. The company has plants
in Ireland, Israel, Malaysia, the Philippines, and the US. Nearly 60% of its
sales are outside the US.

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.

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

<PAGE>

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.

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.

WELLS FARGO & COMPANY 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. Although 80% of its reserves are in the US, primarily the Alaskan oil
fields, the company is focusing on international exploration and production,
primarily in China, Indonesia, Qatar, the UK, and the United Arab Emirates.
ARCO also holds a significant stake in ARCO Chemical.

AIRTOUCH COMMUNICATIONS INC. provides wireless communications to more than
13 million customers in the US and in 11 countries in Asia and Europe. Its
operations include cellular telephone service, paging, and personal
communication service (PCS), the newest all-digital cellular technology.
AirTouch has joint ventures in Germany (Mannesmann Mobilfunk GmbH), Portugal
(Telecel), Sweden (NordicTel), and Japan (Tokyo Digital Phone Co. and others).
It holds a minority stake in the Globalstar satellite network, which is
scheduled to begin providing worldwide code division multiple access (CDMA)
communications in 1998.

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 Distributor
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

<PAGE>

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 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

<PAGE>

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 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.

Certain of the issuers of Securities in certain Trusts may be involved in
the manufacture, distribution and sale of tobacco products. Pending litigation
proceedings against such issuers in the United States and abroad cover a wide
range of matters including product liability and consumer protection. Damages
claimed in such litigation alleging personal injury (both individual and class
actions), and in health cost recovery cases brought by governments, labor unions
and similar entities seeking reimbursement for health care expenditures,
aggregate many billions of dollars.

In June 1997, companies in the U.S. tobacco industry entered into a
negotiated settlement which would result in the resolution of significant
litigation and regulatory issues affecting the tobacco industry generally. The
proposed settlement, while extremely costly to the tobacco industry, would
significantly reduce uncertainties facing the industry and increase stability in
business and capital markets. However, legislation pending in the United States
Congress threatens this negotiated settlement, substantially

<PAGE>

changing many aspects of it and increasing the uncertainty surrounding the
proposed resolution of issues. This legislation could adversely affect the
value, operating revenues and financial position of tobacco companies. The
Sponsor is unable to predict the outcome of litigation pending against tobacco
companies or how the current uncertainty concerning regulatory and legislative
measures will ultimately be resolved. These and other possible developments may
have a significant impact upon both the price of such Securities and the value
of Units of Trusts containing such Securities.

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 each Trust asset 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 considered
to be 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.

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. Unitholders should consult their own
tax advisers with regard to the calculation of basis. For

<PAGE>

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. Unitholders should consult their tax advisers regarding the
recognition of gains and losses for Federal income tax purposes.

DEFERRED SALES CHARGE. 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 would be added to the Unitholder's tax basis in his or her
Units. The deferred sales charge would cause the Unitholder's Units to be
considered to be debt-financed under Section 246A 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, 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 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

<PAGE>

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.
Unitholders should consult with their tax advisers regarding the deductibility
of Trust expenses.

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 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. 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 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. 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.

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 Taxpayer Relief Act of 1997 (the "1997 Tax Act") includes
provisions that 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

<PAGE>

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
with respect to each Security owned by a Trust 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.

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
on 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

<PAGE>

(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 ("U.S.
Unitholders") with regard to United States Federal income taxes; Unitholders may
be subject to foreign, state or local taxation in other jurisdictions. As used
herein, 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 foreign, 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 Sponsor may realize a profit or loss in connection with
the deposit of the Securities as described under "Public Offering -- Sponsor,
Distributor and Dealer Compensation."

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 Capital Management, Inc. or its affiliates is the
Sponsor in any calendar year exceed the actual cost to the Sponsor and its
affiliates of supplying such services in such year.

<PAGE>

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
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 September, 1998 through June, 1999 (the "First
Year Deferred Period") and again over the period commencing September, 1999
through June, 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

<PAGE>

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" charge is imposed may
purchase Units in the initial offering period at the Public Offering Price less
the concession the Distributor 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

<PAGE>

and Capital Accounts. Such price determination as of 12:00 p.m. Eastern Time on
the business 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 Distributor 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, the Distributor,
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 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 Distributor intends to qualify the Units of the Trusts for sale in a
number of states. Certain commercial banks may be making Units of the Trusts
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 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

<PAGE>

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." Neither the Sponsor, the Distributor nor any of their affiliates
have 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 Distributor 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
Distributor. 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 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

<PAGE>

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 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

<PAGE>

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
in shares of any mutual fund in the Delaware Investments Family 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 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, 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 according
to the prospectus of such Reinvestment Fund.

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

<PAGE>

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."
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

<PAGE>

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
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

<PAGE>

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.

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.

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

<PAGE>

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 currently 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 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

<PAGE>

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 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

<PAGE>

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
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 Distributor, 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 Distributor, the Distributor 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

<PAGE>

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, create 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.

LIMITATIONS ON LIABILITIES. The Sponsor, the Distributor, 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

<PAGE>

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, Distributor 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, Distributor 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 Capital Management, 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"), the indirect parent of the Sponsor and
Distributor. Affiliates of DMH serve as adviser, distributor and transfer agent
for the Delaware Investments Family of Mutual Funds.

As of April 30, 1998, affiliates of DMH, including the Sponsor, had assets
under management of over $45 billion in mutual fund and institutional accounts,
and served as investment adviser to over 100 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.

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.

<PAGE>

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 INVESTMENTS UNIT
INVESTMENT TRUST, SERIES 20:

We have audited the accompanying statements of net assets, including the
schedules of investments, of Delaware Investments Unit Investment Trust, Series
20 (comprised of the Power Five Equity Trust, Series 6, the Power Ten Equity
Trust, Series 6, the Illinois Big Ten Equity Trust, Series 12, the Minnesota Big
Ten Equity Trust, Series 13, the Missouri Big Ten Equity Trust, Series 12, the
Massachusetts Hub Ten Equity Trust, Series 3 and the Pacific Ten Equity Trust,
Series 8) as of the opening of business on June 2, 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 audit.

We conducted our audit 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 June 2, 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 that our audit provides 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 Investments Unit Investment Trust,
Series 20 at the opening of business on June 2, 1998, in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Philadelphia, Pennsylvania
June 2, 1998

<PAGE>

DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, JUNE 2, 1998

<TABLE>
<CAPTION>
POWER POWER ILLINOIS
FIVE TEN BIG TEN
SERIES 6 SERIES 6 SERIES 12
-------- -------- ---------
<S> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to Purchase Securities(1) ................... $150,763 $150,486 $149,594
Organizational and Offering Costs(2) .................. 16,192 16,192 12,452
-------- -------- --------
Total ............................................... 166,955 166,678 162,046
-------- -------- --------
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities--
Accrued Organizational and Offering Costs(2) .......... 16,192 16,192 12,452
Deferred Portion of Sales Charge(3) ................... 2,665 2,660 2,644
-------- -------- --------
Total Liabilities ................................... 18,857 18,852 15,096
-------- -------- --------
Interest of Unitholders 15,228, 15,200 and 15,110
Units, respectively, of fractional undivided interest
outstanding:
Cost to Investors(4) .................................. 152,280 152,000 151,100
Underwriting Commission(4,5) .......................... (4,182) (4,174) (4,150)
-------- -------- --------
Net Amount Applicable to Unitholders .................. 148,098 147,826 146,950
-------- -------- --------
Total ............................................... $166,955 $166,678 $162,046
======== ======== ========
</TABLE>

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

(1) The aggregate value of the Securities listed under "Portfolio" herein and
their cost to a Trust are the same. The Securities are valued at the last
trade before 12:00 p.m. Eastern Time on the Business Day before the Initial
Date of Deposit. The contracts to purchase Securities are collateralized by
an irrevocable letter of credit of $1,200,000 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 $3,000,000, $3,000,000
and $3,000,000 for the Power Five Series 6, Power Ten Series 6 and Illinois
Big Ten Series 12, 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 September, 1998 through June, 1999 (the "First Year
Deferred Period"). If Units are redeemed prior to June 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 July 1, 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
September, 1999 through June, 2000 (the "Second Year Deferred Period"). If
Units are redeemed prior to June 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) Underwriting commission includes the 1% initial sales charge and a deferred
sales charge of $.175 per Unit for the First Year Deferred Period. This
amount does not include the deferred sales charge of $.175 per Unit for the
Second Year Deferred Period.

<PAGE>

DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20
STATEMENTS OF NET ASSETS
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT, JUNE 2, 1998

<TABLE>
<CAPTION>
MINNESOTA MISSOURI MASSACHUSETTS PACIFIC
BIG TEN BIG TEN HUB TEN TEN
SERIES 13 SERIES 12 SERIES 3 SERIES 8
--------- --------- ------------- --------
<S> <C> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to Purchase Securities(1) .......... $150,223 $149,506 $149,947 $149,310
Organizational and Offering Costs(2) ......... 14,652 11,507 12,610 19,917
-------- -------- -------- --------
Total ...................................... 164,875 161,013 162,557 169,227
-------- -------- -------- --------
LIABILITY AND INTEREST OF UNITHOLDERS
Liabilities--
Accrued Organizational and Offering
Costs(2) .................................... 14,652 11,507 12,610 19,917
Deferred Portion of Sales Charge(3) .......... 2,655 2,642 2,651 2,639
-------- -------- -------- --------
Total Liabilities .......................... 17,307 14,149 15,261 22,556
-------- -------- -------- --------
Interest of Unitholders 15,174, 15,101,
15,146 and 15,081 Units, respectively, of
fractional undivided interest outstanding:
Cost to Investors(4) ......................... 151,740 151,010 151,460 150,810
Underwriting Commission(4,5) ................. (4,172) (4,146) (4,164) (4,139)
-------- -------- -------- --------
Net Amount Applicable to Unitholders ......... 147,568 146,864 147,296 146,671
-------- -------- -------- --------
Total ...................................... $164,875 $161,013 $162,557 $169,227
======== ======== ======== ========
</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 $3,000,000, $2,000,000,
$3,000,000 and $5,000,000 for Minnesota Big Ten Series 13, Missouri Big Ten
Series 12, Massachusetts Hub Ten Series 3 and Pacific Ten Series 8,
respectively. To the extent a Trust is larger or smaller, the estimate will
vary.

<PAGE>

POWER FIVE EQUITY TRUST, SERIES 6
SCHEDULE OF INVESTMENTS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: JUNE 2, 1998

For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 62.

POWER TEN EQUITY TRUST, SERIES 6
SCHEDULE OF INVESTMENTS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: JUNE 2, 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>
Philip Morris Cos. Inc. 425 10.63% $1.60 $ 37.6250 $ 15,991 4.25%
J.P. Morgan & Co.(7) 55 4.57% 3.80 124.9375 6,872 3.04%
Chevron Corporation 200 10.54% 2.44 79.3125 15,863 3.08%
General Motors Corp. 221 10.60% 2.00 72.1875 15,953 2.77%
Eastman Kodak Co. 220 10.59% 1.76 72.4375 15,936 2.43%
Minnesota Mining & Manufacturing Co. 170 10.65% 2.20 94.2500 16,023 2.33%
Exxon Corp. 227 10.63% 1.64 70.5000 16,004 2.33%
International Paper Company 341 10.59% 1.00 46.7500 15,942 2.14%
AT&T Corp. 262 10.46% 1.32 60.0625 15,736 2.20%
Caterpillar Inc. 289 10.74% 1.00 55.9375 16,166 1.79%
------ --------
Total 100.00% $150,486
====== ========
</TABLE>

For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 62.

<PAGE>

ILLINOIS BIG TEN EQUITY TRUST, SERIES 12
SCHEDULE OF INVESTMENTS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: JUNE 2, 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>
People's Energy Corporation 403 9.93% $1.92 $36.8750 $ 14,861 5.21%
Nicor, Inc. 391 10.30% 1.48 39.3750 15,396 3.76%
Unitrin, Inc. 214 9.91% 2.60 69.2500 14,820 3.75%
AMOCO Corporation 359 10.00% 1.50 41.6875 14,966 3.60%
A.M. Castle & Co. 667 9.95% 0.78 22.3125 14,882 3.50%
Arthur J. Gallagher & Company 340 9.97% 1.40 43.8750 14,918 3.19%
Woodward Governor Co. 513 9.86% 0.93 28.7500 14,749 3.23%
Federal Signal Corporation 675 10.04% 0.71 22.2500 15,019 3.19%
Pinnacle Banc Group, Inc. 435 10.03% 0.92 34.5000 15,008 2.67%
Nalco Chemical Company 398 10.01% 1.00 37.6250 14,975 2.66%
------ --------
Total 100.00% $149,594
====== ========
</TABLE>

For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 62.

MINNESOTA BIG TEN EQUITY TRUST, SERIES 13
SCHEDULE OF INVESTMENTS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: JUNE 2, 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>
Deluxe Corporation 444 9.99% $1.48 $33.8125 $ 15,013 4.38%
Jostens, Inc. 597 9.91% 0.88 24.9375 14,888 3.53%
General Mills, Inc. 220 10.16% 2.12 69.3125 15,249 3.06%
International Multifoods Corporation 504 9.98% 0.80 29.7500 14,994 2.69%
Arctic Cat, Inc. 1,644 9.85% 0.24 9.0000 14,796 2.67%
SUPERVALU, Inc. 351 10.00% 1.04 42.8125 15,027 2.43%
Minnesota Mining & Manufacturing Co. 160 10.04% 2.20 94.2500 15,080 2.33%
St. Paul Companies, Inc. 336 10.09% 1.00 45.1250 15,162 2.22%
Bemis Company, Inc. 356 10.07% 0.88 42.5000 15,130 2.07%
Polaris Industries, Inc. 423 9.91% 0.72 35.1875 14,884 2.05%
------ --------
Total 100.00% $150,223
====== ========
</TABLE>

For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 62.

<PAGE>

MISSOURI BIG TEN EQUITY TRUST, SERIES 12
SCHEDULE OF INVESTMENTS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: JUNE 2, 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>
Laclede Gas Company 606 10.08% $1.32 $24.8750 $ 15,074 5.31%
Mercantile Bancorporation 293 10.09% 1.24 51.5000 15,090 2.41%
Anheuser-Busch Companies, Inc. 323 10.12% 1.04 46.7500 15,100 2.22%
Brown Group, Incorporated 834 9.97% 0.40 17.8750 14,908 2.24%
CPI Corp. 580 10.01% 0.56 25.8125 14,971 2.17%
Mallinckrodt, Inc. 483 9.93% 0.66 30.7500 14,852 2.15%
Kansas City Life Insurance Company 169 9.66% 1.80 85.5000 14,450 2.11%
May Department Stores Company 231 10.09% 1.27 65.3125 15,087 1.94%
Emerson Electric Company 245 10.05% 1.18 61.3125 15,022 1.92%
Kellwood Company 448 10.00% 0.64 33.3750 14,952 1.92%
------ --------
Total 100.00% $149,506
====== ========
</TABLE>

For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 62.

MASSACHUSETTS HUB TEN EQUITY TRUST, SERIES 3
SCHEDULE OF INVESTMENTS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20)
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: JUNE 2, 1998

<TABLE>
<CAPTION>
NUMBER PRICE PER COST OF
OF % OF ANNUAL SHARE TO SECURITIES MARKET
ISSUER(1) SHARES TRUST(5) DIVIDEND(4) TRUST(2) TO TRUST(2) CAPITALIZATION(6)
- --------- -------- ---------- ------------- -------------- ------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Gillette Co. 135 10.64% $1.02 $118.1875 $ 15,955 $65,790
Fleet Financial Group Inc. 194 10.72% 1.96 82.8750 16,078 21,428
EMC Corp. 380 10.60% -- 41.8125 15,889 20,586
Raytheon Co. Class B 291 10.52% 0.80 54.1875 15,769 18,516
BankBoston Corp. 151 10.59% 2.32 105.1875 15,883 15,459
Boston Scientific Corp. 248 10.59% -- 64.0000 15,872 12,331
State Street Corp.(7) 98 4.55% 0.48 69.6875 6,829 11,103
Parametric Technology Corp. 512 10.56% -- 30.9375 15,840 7,869
TJX Companies, Inc. 336 10.53% 0.24 47.0000 15,792 7,475
Staples Inc. 640 10.70% -- 25.0625 16,040 6,439
------ --------
Total 100.00% $149,947
====== ========
</TABLE>

For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 62.

<PAGE>

PACIFIC TEN EQUITY TRUST, SERIES 8
SCHEDULE OF INVESTMENTS (DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20)

AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: JUNE 2, 1998

<TABLE>
<CAPTION>
NUMBER PRICE PER COST OF
OF % OF ANNUAL SHARE TO SECURITIES MARKET
ISSUER(1) SHARES TRUST(5) DIVIDEND(4) TRUST(2) TO TRUST(2) CAPITALIZATION(6)
- --------- -------- ---------- ------------- ------------- ------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Microsoft Corporation 178 10.01% -- $ 83.9375 $ 14,941 $208,130
Intel Corporation 214 9.89% $0.12 69.0000 14,766 121,158
Cisco Systems, Inc. 196 9.93% -- 75.6250 14,823 77,017
Disney (Walt) Company 132 9.96% 0.63 112.6250 14,867 76,897
Hewlett-Packard Company 243 10.13% 0.64 62.2500 15,127 64,419
Chevron Corporation 190 10.09% 2.44 79.3125 15,069 52,242
Boeing Company 317 10.06% 0.56 47.3750 15,018 46,496
Wells Fargo & Company 41 10.01% 5.20 364.5625 14,947 30,873
Atlantic Richfield Co. 191 10.03% 2.85 78.4375 14,982 25,309
AirTouch Communications Inc. 313 9.89% -- 47.1875 14,770 24,413
------ --------
Total 100.00% $149,310
====== ========
</TABLE>

For an explanation of the footnotes used on this page, see "Notes to Schedule of
Investments" on page 62.

<PAGE>

NOTES TO SCHEDULE OF INVESTMENTS

(1) All of the Securities are represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited
with the Trustee. At the Initial Date of Deposit, the Sponsor has assigned
to the Trustee all of its right, title and interest in and to such
Securities. Contracts to acquire Securities were entered into on June 1,
1998 and are expected to settle on June 4, 1998. The aggregate purchase
price (excluding commissions) for the securities deposited in each Trust is
$150,763, $150,486, $149,594, $150,223, $149,506, $149,947, and $149,310,
respectively. The gain (loss) to the Sponsor in connection with the deposit
of each Trust is $(125), $94, $(497), $310, $(130), $752 and $(60),
respectively.

(2) The "Price per Share to Trust" and "Cost of Securities to Trust" for each
Trust were determined based on the last trade before 12:00 p.m. Eastern
Time on the Business Day before the Initial Date of Deposit. At the close
of business on the Initial Date of Deposit such securities will be valued
at the Evaluation Time. See "Public Offering -- Offering Price."

(3) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual dividend received on that Security and
dividing the result by that Security's market value as of the close of
trading on May 29, 1998.

(4) Based on the latest quarterly or semi-annual dividend received. There can
be no assurance that future dividend payments, if any, will be maintained
at the indicated amount.

(5) Based on Cost of Securities to Trust.

(6) Market Capitalization is in millions of dollars and is based on the market
value as of the close of trading on May 29, 1998.

(7) Because this stock is of a securities-related issuer, initial purchases do
not exceed 5% of the Trust's total assets; purchases of each of the other
stocks have been increased correspondingly.

<PAGE>

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND,
THE SPONSOR OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

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

TABLE OF CONTENTS

TITLE PAGE
- ----- ----

SUMMARY OF ESSENTIAL INFORMATION ............ 5
THE TRUST ................................... 9
OBJECTIVES AND SECURITIES SELECTION ......... 10
HYPOTHETICAL PERFORMANCE
INFORMATION ............................... 12
TRUST PORTFOLIO ............................. 22
RISK FACTORS ................................ 33
TAXATION .................................... 35
TRUST OPERATING EXPENSES .................... 39
PUBLIC OFFERING ............................. 40
RIGHTS OF UNITHOLDERS ....................... 44
TRUST ADMINISTRATION ........................ 50
OTHER MATTERS ............................... 54
REPORT OF INDEPENDENT AUDITORS .............. 55
STATEMENTS OF NET ASSETS .................... 56
SCHEDULE OF INVESTMENTS ..................... 58
NOTES TO SCHEDULE OF INVESTMENTS ............ 62

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

THIS PROSPECTUS CONTAINS INFORMATION CONCERNING THE FUND AND THE SPONSOR, BUT
DOES NOT CONTAIN ALL OF THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENTS
AND EXHIBITS RELATING THERETO, WHICH THE FUND HAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WASHINGTON, D.C., UNDER THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.

WHEN UNITS OF THE TRUSTS ARE NO LONGER AVAILABLE, OR FOR INVESTORS WHO WILL
REINVEST INTO SUBSEQUENT SERIES OF THE TRUSTS, THIS PROSPECTUS MAY BE USED AS A
PRELIMINARY PROSPECTUS FOR A FUTURE SERIES; IN WHICH CASE INVESTORS SHOULD NOTE
THE FOLLOWING: INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO SECURITIES OF A FUTURE SERIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THE 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.

UIT-EQPR20 (6/98) AF 6/98

P R O S P E C T U S
- --------------------------------------------------------------------------------
June 2, 1998

DELAWARE INVESTMENTS UNIT
INVESTMENT TRUST,
SERIES 20

POWER FIVE EQUITY TRUST,
SERIES 6

POWER TEN EQUITY TRUST,
SERIES 6

ILLINOIS BIG TEN EQUITY TRUST,
SERIES 12

MINNESOTA BIG TEN EQUITY TRUST,
SERIES 13

MISSOURI BIG TEN EQUITY TRUST,
SERIES 12

MASSACHUSETTS HUB TEN EQUITY TRUST,
SERIES 3

PACIFIC TEN EQUITY TRUST,
SERIES 8

================================================================================

DELAWARE CAPITAL MANAGEMENT, INC.
ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103

PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE.

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers
and documents:
The facing sheet of Form S-6
The Cross-Reference Sheet
The Prospectus
The signatures

The following exhibits:

1.1 Standard Terms and Conditions of Trust - Delaware-Voyageur Unit
Investment Trust Series 9 and Certain Subsequent Series, dated May 6,
1997 among Voyageur Fund Managers, Inc., as Sponsor and The Chase
Manhattan Bank, as Trustee and Evaluator (incorporated by reference to
Amendment No. 1 to Form S-6 (File No. 333-20971) filed on behalf of
Delaware-Voyageur Unit Investment Trust Series 9).

1.2 Form of Trust Agreement for Delaware Investments Unit Investment Trust,
Series 20.

2. Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under the
headings "Taxation" and "Legal Opinions" in the Prospectus and opinion
of counsel as to Federal income tax status of the securities being
registered.

3.1 Opinion of counsel as to New York income tax status of securities being
registered.

3.2 Opinion of counsel as to advancement of funds by Trustee.

4. Consent of The Chase Manhattan Bank.

5. Financial Data Schedules filed hereto electronically as Exhibit(s) 27
pursuant to Rule 401 of Regulation S-T.

6. Consent of Ernst & Young LLP.

<PAGE>

SIGNATURES

The Registrant, Delaware Investments Unit Investment Trust, Series 20,
hereby identifies Delaware-Voyageur Unit Investment Trust, Series 4 for purposes
of the representations required by Rule 487 and represents the following: (1)
that the portfolio securities deposited in the series with respect to which this
Registration Statement is being filed do not differ materially in type or
quality from those deposited in such previous series; (2) that, except to the
extent necessary to identify the specific portfolio securities deposited in, and
to provide essential financial information for, the series with respect to which
this Registration Statement is being filed, this Registration Statement does not
contain disclosures that differ in any material respect from those contained in
the registration statements for such previous series as to which the effective
date was determined by the Securities and Exchange Commission or the staff; and
(3) that it has complied with Rule 460 under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Delaware Investments Unit Investment Trust, Series 20, has duly
caused this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Philadelphia and State of Pennsylvania on the 2nd day of June, 1998.

Delaware Investments Unit Investment Trust,
Series 20
(Registrant)

By: Delaware Capital Management, Inc.
(Depositor)

By:__________________________________________
Chairman of the Board of Directors and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on June 2, 1998.

SIGNATURE TITLE

Wayne A. Stork
- ---------------------------
Wayne A. Stork Chairman of the Board of Directors and President

George M. Chamberlain, Jr.
- ---------------------------
George M. Chamberlain, Jr. Director, Senior Vice President, Secretary and
General Counsel

David K. Downes
- ---------------------------
David K. Downes Senior Vice President, Chief Operating Officer
and Chief Financial Officer

MEMORANDUM OF CHANGES

DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20

The Prospectus filed with Amendment No. 1 of the Registration Statement
on Form S-6 has been revised to reflect information regarding the deposit of
Securities on June 2, 1998, and to set forth certain statistical data based
thereon.

COVER PAGE. The series number and the Trusts in the Fund have been
added. Information relating to the sales charge and the price of the
offering if the Units were available for purchase at the opening of
business on the Initial Date of Deposit is set forth in the "Public
Offering Price" section.

PAGES 5-6. The "Summary of Essential Financial Information"
table has been completed.

PAGES 22-32. The issuers of the Securities have been listed.

PAGE 35. The Taxation section has been updated.

PAGE 55. The Independent Auditors' Report has been completed.

PAGES 56-57. The Statement of Net Assets has been completed.

PAGES 58-61. The Schedule of Investments and the Notes thereto
have been completed.

BACK COVER The Series numbers, the Trust in the Fund and the
date of the Prospectus have been included.

Exhibit 1.2
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST
SERIES 20
TRUST AGREEMENT
Dated: June 2, 1998

This Trust Agreement dated as of June 2, 1998 between Delaware Capital
Management, Inc., as Depositor and The Chase Manhattan Bank, as Evaluator and
Trustee, sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled "Delaware-Voyageur Unit Investment Trust
Series 9 and certain subsequent Series, Standard Terms and Conditions of Trust
Dated May 6, 1997" (herein called the "STANDARD TERMS AND CONDITIONS OF TRUST"),
and such provisions as are set forth in full and such provisions as are
incorporated by reference constitute a single instrument. All references herein
to Articles and Sections are to Articles and Sections of the Standard Terms and
Conditions of Trust.

WITNESSETH THAT:

In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:

PART I
STANDARD TERMS AND CONDITIONS OF TRUST

Subject to the Provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in full in this instrument.

PART II
SPECIAL TERMS AND CONDITIONS OF TRUST

The following special terms and conditions are hereby agreed to:

(a) The Securities listed in Schedule A hereto have been
deposited in Trust under this Trust Agreement.

(b) The first sentence of the fifth paragraph of Section 5.02
of the Standard Terms and Conditions of Trust is hereby amended by
replacing the phrase "at least that number of Units" with "that number
of Units which meet the dollar amount requirements."

<PAGE>

(c) Article I of the Standard Terms and Conditions of Trust is
hereby amended to replace the definitions of "Rollover Unitholder,"
"Rollover Notification Date" and "Special Redemption Period" with the
following:

ROLLOVER UNITHOLDER

The terms "Interim Rollover Unitholders" and "Final Rollover
Unitholders" as defined in the Prospectus shall also apply individually to the
term "Rollover Unitholder" provided herein. In addition, any reference to the
"Rollover Unitholder" as it relates exclusively to "Interim Rollover
Unitholders" shall be interpreted to apply only to such Unitholders and any
reference to the "Rollover Unitholder" as it relates exclusively to "Final
Rollover Unitholders" shall be interpreted to apply only to such Unitholders.

ROLLOVER NOTIFICATION DATE

The dates specified in the Prospectus for the "Interim Rollover
Notification Date" and the "Final Rollover Notification Date" in "Summary of
Essential Information" shall also apply individually to the term "Rollover
Notification Date" provided herein. In addition, any reference to the "Rollover
Notification Date" as it relates exclusively to "Interim Rollover Unitholders"
shall be interpreted to apply only to such Unitholders and any reference to the
"Rollover Notification Date" as it relates exclusively to "Final Rollover
Unitholders" shall be interpreted to apply only to such Unitholders.

SPECIAL REDEMPTION PERIOD

The dates specified in the Prospectus for the "Interim Special
Redemption Period" and the "Final Special Redemption Period" in "Summary of
Essential Information" shall also apply individually to the term "Special
Redemption Period" provided herein. In addition, any reference to the "Special
Redemption Period" as it relates exclusively to "Interim Rollover Unitholders"
shall be interpreted to apply only to such Unitholders and any reference to the
"Special Redemption Period" as it relates exclusively to "Final Rollover
Unitholder" shall be interpreted to apply only to such Unitholders.

(d) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:

"The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as the
Depositor shall direct the Trustee in writing and the Trustee shall have no
responsibility therefor. The Distribution Agent acts solely as disbursing agent
in connection with purchases of Units pursuant to this Section and nothing
herein shall be deemed to constitute the Distribution Agent a broker in such
transactions."

<PAGE>

(e) All references to Voyageur Fund Managers, Inc. in the
Standard Terms and Conditions of Trust shall be amended to refere to Delaware
Capital Management, Inc.

<PAGE>

IN WITNESS WHEREOF, Delaware Capital Management, Inc. has caused this
Trust Agreement to be executed by its Assistant Vice President and The Chase
Manhattan Bank has caused this Trust Agreement to be signed by one of its Vice
Presidents or Second Vice Presidents all as of the day, month and year first
above written.

Delaware Capital Management, Inc.,
Depositor

By:____________________________________________
Assistant Vice President/Assistant
Secretary/Senior Counsel

The Chase Manhattan Bank, Evaluator and
Trustee

By:_______________________________

<PAGE>

SCHEDULE A TO TRUST AGREEMENT

SECURITIES INITIALLY DEPOSITED
IN
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 20

(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)

Exhibit 3.1

June 2, 1998

Delaware Capital Management, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware Investments Unit Investment Trust, Series 20

Ladies/Gentlemen:

We have served as special counsel for Delaware Capital Management,
Inc., as Sponsor and Depositor (the "DEPOSITOR") of Delaware Investments Unit
Investment Trust, Series 20 (the "FUND"), in connection with the preparation,
execution and delivery of a Trust Agreement dated June 2, 1998 and a Standard
Terms and Condition of Trust dated May 6, 1997 (collectively, the Indenture)
each of which are between Delaware Capital Management, Inc., as Depositor and
The Chase Manhattan Bank, as Evaluator and Trustee, pursuant to which the
Depositor has delivered to and deposited the securities listed in Schedule A to
the Trust Agreement with the Trustee and pursuant to which the Trustee has
issued in the name of the Depositor documents representing units of fractional
undivided interest in and ownership of the Fund created under said Trust
Agreement.

In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.

Based upon the foregoing, we are of the opinion that:

1. The execution and delivery of the Indenture and the
execution and issuance of certificates evidencing the units of the Fund
have been duly authorized; and

2. The certificates evidencing the units of the Fund when duly
executed and delivered by the Depositor and the Trustee in accordance
with the aforementioned Indenture, will constitute valid and binding
obligations of the Fund and the Depositor in accordance with the terms
thereof.

<PAGE>

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-53325) relating to the units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

MJK/slm

Exhibit 3.2

June 2, 1998

The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413

Delaware Capital Management, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware Investments Unit Investment Trust, Series 20

Ladies/Gentlemen:

We have acted as special counsel for Delaware Capital Management, Inc.,
Depositor of Delaware Investments Unit Investment Trust, Series 20 (the "FUND"),
in connection with the issuance of units of fractional undivided interest in the
Fund, under a Trust Agreement dated June 2, 1998 and a Standard Terms and
Conditions of Trust dated May 6, 1997 (collectively, the "INDENTURE") each of
which are between Delaware Capital Management, Inc., as Depositor and The Chase
Manhattan Bank, as Evaluator and Trustee.

In this connection, we have examined the Registration Statement, the
form of Prospectus proposed to be filed with the Securities and Exchange
Commission, the Indenture and such other instruments and documents as we have
deemed pertinent. The opinions expressed herein assume that a Trust will be
administered, and investments by a Trust from proceeds of subsequent deposits,
if any, will be made, in accordance with the terms of the Indenture. Each Trust
holds Securities as such term is defined in the Prospectus. For purposes of the
following discussion and opinion, it is assumed that each Security is equity for
Federal income tax purposes.

Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under existing
United States Federal income tax law:

i. 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
Internal Revenue Code of 1986 (the "CODE") in the proportion that the
number of Units held by him bears to the total number of Units
outstanding; the income of such Trusts will be treated as income of the
Unitholders thereof under the Code in the proportion described; and an
item of Trust

<PAGE>

income will have the same character in the hands of a Unitholder as it
would have in the hands of the Trustee. Each Unitholder will be
considered to have received his pro rata share of income derived from
each Trust asset when such income is considered to be received by a
Trust.

ii. The price a Unitholder pays for his Units, which
generally includes sales charges, is allocated among his pro rata
portion of each Security held by such 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 such Trust. For Federal
income tax purposes, a Unitholder's pro rata portion of distributions
of cash or property by a corporation with respect to a Security
("dividends" as defined by Section 316 of the Code) are 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 exceeds 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 be treated as gain from
the sale or exchange of property.

iii Gain or loss will be recognized to a Unitholder (subject
to various nonrecognition provisions under the Code) upon redemption or
sale of his Units, except to the extent an in kind distribution of
stock is received by such Unitholder from a Trust as discussed below.
Such gain or loss is measured by comparing the proceeds of such
redemption or sale with the adjusted basis of his Units. Before
adjustment, such basis would normally be cost if the Unitholder had
acquired his Units by purchase. Such basis will be reduced, but not
below zero, by the Unitholder's pro rata portion of dividends with
respect to each Security which are not taxable as ordinary income.

iv. If the Trustee disposes of a Trust asset (whether by
sale, taxable exchange, liquidation, redemption, payment on maturity,
or otherwise) gain or loss will be recognized to the Unitholder
(subject to various nonrecognition provisions of the Code) and the
amount thereof will be measured by comparing the Unitholder's aliquot
share of the total proceeds from the transaction with his basis for his
fractional interest in the asset disposed of. Such basis is ascertained
by apportioning the tax basis for his Units (as of the date on which
his Units were acquired) among each of the assets of a Trust (as of the
date on which his Units were acquired) ratably according to their
values as of the valuation date nearest the date on which he purchased
such Units. A Unitholder's basis in his Units and his fractional
interest in each Trust asset must be reduced, but not below zero, by
the Unitholder's pro rata portion of dividends with respect to each
Security which are not taxable as ordinary income.

v. Under the Indenture, under certain circumstances, a
Unitholder tendering Units for redemption may request an in kind
distribution of Securities upon the

<PAGE>

redemption of Units or upon the termination of the Trust. 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 particular Trust's assets. The receipt of an in kind
distribution will result in a Unitholder receiving an undivided
interest in whole shares of stock and possibly cash. The potential
federal income tax consequences which may occur under an in kind
distribution with respect to each Security owned by the Trust will
depend upon 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 of the Securities held by the
Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of a Security held by the Trust, such Unitholder will
generally recognize gain or loss based upon the difference between the
amount of cash received by the Unitholder and his tax basis in such
fractional share of a Security held by the Trust. The total amount of
taxable gains (or losses) recognized upon such redemption will
generally equal the sum of the gain (or loss) recognized under the
rules described above by the redeeming Unitholder with respect to each
Security owned by a Trust.

A domestic corporation owning Units in a Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code 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), subject to the
limitations imposed by Sections 246 and 246A of the Code.

Section 67 of the Code provides that 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 the Trusts as
miscellaneous itemized deductions subject to this limitation.

A Unitholder will recognize taxable gain (or loss) when all or part of
the pro rata interest in a Security is either sold by the Trust or redeemed or
when a Unitholder disposes of his Units in a taxable transaction, in each case
for an amount greater (or less) than his tax basis therefor, subject to various
nonrecognition provisions of the Code.

Any gain or loss recognized on a sale or exchange will, under current
law, generally be capital gain or loss.

The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.

<PAGE>

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-53325) relating to the Units referred to
about and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Very truly yours,

CHAPMAN AND CUTLER
MJK/slm

CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NY 10005-2072

June 2, 1998

The Chase Manhattan Bank,
as Trustee of
Delaware Investments Unit Investment Trust,
Series 20
Four New York Plaza
New York, New York 10004-2413

Attn: Mr. Thomas Porrazzo
Vice President

Re: Delaware Investments Unit Investment Trust,
Series 20, consisting of
Power Five Equity Trust, Series 6
Power Ten Equity Trust, Series 6
Illinois Big Ten Equity Trust, Series 12
Minnesota Big Ten Equity Trust, Series 13
Missouri Big Ten Equity Trust, Series 12
Massachusetts HUB Ten Equity Trust, Series 3
Pacific Ten Equity Trust, Series 8
- --------------------------------------------------------------------------------

Dear Sirs:

We are acting as special counsel with respect to New York tax matters
for Delaware Investments Unit Investment Trust, Series 20, which consists of
Power Five Equity Trust, Series 6, Power Ten Equity Trust, Series 6, Illinois
Big Ten Equity Trust, Series 12, Minnesota Big Ten Equity Trust, Series 13,
Missouri Big Ten Equity Trust, Series 12, Massachusetts HUB Ten Equity Trust,
Series 3 and Pacific Ten Equity Trust, Series 8 (each, a "Trust"), which will be
established under a certain Standard Terms and Conditions of Trust dated May 6,
1997 and a related Trust Agreement dated as of today (collectively, the
"Indenture") between Delaware Capital Management, Inc., as Depositor (the
"Depositor"), and The Chase Manhattan Bank, as Trustee (the "Trustee") and
Evaluator. Pursuant to the terms of the Indenture, units of fractional undivided
interest in the Trust (the "Units") will be issued in the aggregate number set
forth in the Indenture.

<PAGE>

We have examined and are familiar with originals or certified copies,
or copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today and addressed to
the Trustee, of Chapman and Cutler, counsel for the Depositor, with respect to
the matters of law set forth therein.

Based upon the foregoing, we are of the opinion that:

1. The Trust will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the New
York State franchise tax or the New York City general corporation tax.

2. Under the income tax laws of the State and City of New York, the
income of the Trust will be considered the income of Ithe holders of the Units.

We consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-53325) filed with the Securities and Exchange
Commission with respect to the registration of the sale of the Units and to the
references to our name under the captions "Taxation" and "Legal Opinions" in
such Registration Statement and the preliminary prospectus included therein.

Very truly yours,

CARTER, LEDYARD & MILBURN

SFL:tbm

CARTER, LEDYARD & MILBURN
COUNSELLORS AT LAW
2 WALL STREET
NEW YORK, NY 10005-2072

June 2, 1998

The Chase Manhattan Bank,
as Trustee of
Delaware Investments Unit Investment Trust,
Series 20
Four New York Plaza
New York, New York 10004-2413

Attn: Mr. Thomas Porrazzo
Vice President

Dear Sirs:

We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust dated May 6, 1997 and a related Trust Agreement dated as of today
(collectively, the "Indenture"), between Delaware Capital Management, Inc., as
Depositor (the "Depositor"), and Chase, as Trustee (the "Trustee") and
Evaluator, establishing Delaware Investments Unit Investment Trust, Series 20,
which consists of Power Five Equity Trust, Series 6, Power Ten Equity Trust,
Series 6, Illinois Big Ten Equity Trust, Series 12, Minnesota Big Ten Equity
Trust, Series 13, Missouri Big Ten Equity Trust, Series 12, Massachusetts HUB
Ten Equity Trust, Series 3 and Pacific Ten Equity Trust, Series 8 (each, a
"Trust"), and the confirmation by Chase, as Trustee under the Indenture, that it
has registered on the registration books of the Trust the ownership by the
Depositor of a number of units constituting the entire interest in the
respective Trust (such aggregate units being herein called "Units"), each of
which Units represents an undivided interest in the Trust, which consists of
common stocks (including

<PAGE>

confirmation of contracts for the purchase of certain stocks not yet delivered
and cash, cash equivalents or an irrevocable letter of credit in the amount
required for such purchase upon the receipt of such stocks), such stocks being
defined in the Indenture as Securities and referenced in the schedules to the
Indenture.

We have examined the Indenture, the Closing Memorandum delivered today
by the parties to the Indenture (the "Closing Memorandum"), and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:

1. Chase is a duly organized and existing corporation having the powers
of a trust company under the laws of the State of New York.

2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid and
legally binding obligation of Chase.

3. Pursuant to the Depositor's instruction, Chase, as Trustee, has
registered on the registration books of the Trust the ownership of the Units by
Delaware Distributors L.P., an affiliate of the Depositor. Upon receipt of
confirmation of the effectiveness of the registration statement for the sale of
the Units filed with the Securities and Exchange Commission under the Securities
Act of 1933, the Trustee may cause the Units to be registered in such other
names as the Depositor's said affiliate may order.

4. Chase, as Trustee, may lawfully advance amounts to the Trust and may
be reimbursed, without interest, for any such advances from funds in the
interest and capital accounts, as provided in the Indenture.

In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.

Very truly yours,

CARTER, LEDYARD & MILBURN

SFL:gcm

EXHIBIT 6(a)

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Independent
Auditors" and to the use of our report dated June 2, 1998 in this Amendment No.
1 to the Registration Statement (Form S-6 No. 333-53325) and related Prospectus
of Delaware Investments Unit Investment Trust, Series 20 dated June 2, 1998.

ERNST & YOUNG LLP

Philadelphia, Pennsylvania
June 2, 1998

The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413

June 2, 1998

Delaware Capital Management, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware Investments Unit Investment Trust, Series 20 (the "Fund")

Gentlemen:

We have examined Registration Statement File No. 333-53325 for the above
captioned trusts. We hereby acknowledge that The Chase Manhattan Bank is
currently acting as the evaluator for the Fund. We hereby consent to the use in
the Registration Statement of the reference to The Chase Manhattan Bank as
evaluator.

You are hereby authorized to file a copy of this letter with the Securities and
Exchange Commission.

Sincerely,

The Chase Manhattan Bank