DELAWARE GROUP PREMIUM FUND, 497, 2000-05-04

DELAWARE GROUP PREMIUM FUND
497, 2000-05-04

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DELAWARE(SM)
INVESTMENTS
---------------------
Philadelphia o London

Delaware Group
Premium Fund

Balanced Series
(formerly Delaware Balanced Series)

Standard Class

1818 Market Street,
Philadelphia, PA 19103

Prospectus May 1, 2000

This Prospectus offers the Balanced Series. The Series is in effect a separate
fund issuing its own shares. The shares of the Series are sold only to separate
accounts of life insurance companies (life companies). The separate accounts are
used in conjunction with variable annuity contracts and variable life insurance
policies (variable contracts). The separate accounts invest in shares of the
Series in accordance with allocation instructions received from contract owners.
The investment objective and principal policies of the Series are described in
this Prospectus.

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As with all mutual funds, the U.S. Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
Prospectus. Any representation to the contrary is a criminal offense.
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Table of contents

.................................................................
Profile page 1
Balanced Series 1
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How we manage the Series page 2
Our investment strategies 2
The securities we typically invest in 2
The risks of investing in Balanced Series 4
Investment manager 5
Portfolio managers 5
Fund administration (Who's who) 6

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Important information about
the Series page 7
Share classes 7
Purchase and redemption of shares 7
Valuation of shares 7
Dividends, distributions and taxes 7
.................................................................
Financial highlights page 8
<PAGE>

Profile: Balanced Series (formerly Delaware Balanced Series)

What are the Series' goals?
Balanced Series seeks a balance of capital appreciation, income and
preservation of capital. Although the Series will strive to achieve its
goal, there is no assurance that it will.

What are the Series' main investment strategies? We invest primarily in common
stocks of established companies we believe have the potential for long-term
capital appreciation. In addition, we invest at least 25% of the Series' assets
in various types of fixed-income securities, including U.S. government
securities and corporate bonds. Funds with this mix of stocks and bonds are
commonly known as balanced funds.

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

Who should invest in the Series

o Investors with long-term financial goals.

o Investors looking for stocks and bonds combined in a single investment.

o Investors seeking a measure of capital preservation.

Who should not invest in the Series

o Investors with short-term financial goals.

o Investors who are unwilling to own an investment whose value may fluctuate,
sometimes significantly, over the short term.

How has Balanced Series performed?
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This bar chart and table can help you evaluate the
risks of investing in Balanced Series. We show how returns for the Standard
Class of Balanced Series have varied over the past ten calendar years, as well
as average annual returns for one, five and ten years. The Series' past
performance does not necessarily indicate how it will perform in the future. The
returns reflect applicable voluntary expense caps. The returns would be lower
without the voluntary caps. Moreover, the performance presented does not reflect
any separate account fees, which would reduce the returns.

As of March 31, 2000, the Standard Class of Balanced Series had a year-to-date
return of -3.11%. During the periods illustrated in this bar chart, the Class'
highest quarterly return was 17.54% for the quarter ended March 31, 1991 and its
lowest quarterly return was -12.93% for the quarter ended September 30, 1990.

Year-by-year total return
[BAR CHART]

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
- -0.18% 26.59% 13.85% 8.18% -0.15% 26.58% 15.91% 26.40% 18.67% -7.85%

Average annual returns for periods ending 12/31/99

Balanced S&P 500
Series Composite Stock Lehman Brothers
Standard Class Price Index Aggregate Bond Index
-------------- ---------------- --------------------
1 year -7.85% 21.03% -0.82%
5 years 15.18% 28.54% 7.73%
10 years 12.16% 18.19% 7.70%

The Series returns are compared to the performance of the S&P 500 Composite
Stock Price Index and the Lehman Brothers Aggregate Bond Index. The S&P 500
Composite Stock Price Index is an unmanaged index of 500 widely held common
stocks that is often used to represent performance of the U.S. stock market. The
Lehman Brothers Aggregate Bond Index is an index that measures the performance
of about 5,500 publically traded bonds, including U.S. government,
mortgage-backed, Corporate and Yankee bonds. Neither index is a perfect
comparison to Balanced Series since the S&P 500 Composite Stock Price Index does
not include fixed-income securities and the Lehman Brothers Aggregate Bond Index
does not include stocks. You should remember that unlike the Series, the indexes
are unmanaged and don't reflect the actual costs of operating a mutual fund,
such as the costs of buying, selling and holding securities.

Balanced-1
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How we manage the Series

Balanced Series

Our investment strategies

Balanced Series is a type of total return fund that invests in both stocks and
bonds to pursue a three-pronged investment objective: capital appreciation,
current income and preservation of principal. We blend several investment
strategies to manage this Series.

We seek capital appreciation by investing primarily in common stocks of
companies we believe have:

o reasonably priced equity securities with strong, consistent and predictable
earnings growth rates;

o strong, capable management teams and competitive products or services;

o an attractive debt to capitalization ratio or strong cash flow.

To seek current income and help preserve capital, we generally invest at least
25% of the Series' net assets in various types of fixed-income securities,
including U.S. government and government agency securities and corporate bonds.
Each bond in the portfolio will typically have a maturity between five and 30
years, and the average maturity of the portfolio will typically be between five
and ten years.

We conduct ongoing analysis of the different markets to determine the
appropriate mix of stocks and bonds for the current economic and investment
environment.

Balanced Series uses the same investment strategy as Delaware Balanced Fund, a
separate fund in the Delaware Investments family, although performance may
differ depending on such factors as the size of the funds and the timing of
investments and redemptions.

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

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The securities we Stocks offer investors the potential for capital
typically invest in appreciation, and may pay dividends as well.
Fixed-income securities offer the potential for greater
income payments than stocks, and also may provide
capital appreciation.
<TABLE>
<CAPTION>
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Securities How we use them
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Balanced Series
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<S> <C>
Common stocks: Securities that represent shares of ownership Generally, we invest up to 75% of net assets in common
in a corporation. Stockholders participate in the stocks.
corporation's profits and losses, proportionate to the
number of shares they own.

Convertible securities: Usually preferred stocks or The Series may invest in convertible securities; however, we
corporate bonds that can be exchanged for a set number of will not invest more than 10% of the net assets of the
shares of common stock at a predetermined price. These Series in convertible securities that are rated below
securities offer higher appreciation potential than investment grade by a nationally recognized statistical
nonconvertible bonds and greater income potential than rating organization (NRSRO) or in securities that are
nonconvertible preferred stocks. unrated but deemed equivalent to non-investment grade.

Mortgage-backed securities: Fixed-income securities that There is no limit on government-related mortgage-backed
represent pools of mortgages, with investors receiving securities or on privately issued mortgage-backed securities
principal and interest payments as the underlying mortgage that are fully collateralized by government securities.
loans are paid back. Many are issued and guaranteed against
default by the U.S. government or its agencies or We may invest up to 20% of net assets in mortgage-backed
instrumentalities, such as the Federal Home Loan Mortgage securities issued by private companies if the securities are
Corporation, Fannie Mae and the Government National Mortgage not collateralized by the U.S. government, or its agencies
Association. Others are issued by private financial or instrumentalities. However, these securities must be
institutions, with some fully collateralized by certificates rated at the time of purchase in one of the four highest
issued or guaranteed by the U.S. government or its agencies categories by an NRSRO such as S&P or Moody's. They must
or instrumentalities. also represent interests in whole-loan mortgages,
multi-family mortgages, commercial mortgages and other
mortgage collateral supported by a first mortgage lien on
real estate. The privately issued securities we invest in
are either CMOs or REMICs (see below).
</TABLE>
Balanced-2
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<TABLE>
<CAPTION>
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Securities How we use them
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Balanced Series
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<S> <C>
Collateralized mortgage obligations (CMOs): Privately issued See mortgage-backed securities above.
mortgage-backed bonds whose underlying value is the
mortgages that are grouped into different pools according to
their maturity.

Real estate mortgage investment conduits (REMICs): Privately See mortgage-backed securities above.
issued mortgage-backed bonds whose underlying value is a
fixed pool of mortgages secured by an interest in real
property. Like CMOs, REMICs offer different pools.

Asset-backed securities: Bonds or notes backed by accounts We invest only in asset-backed securities rated in one of
receivables including home equity, automobile or credit the four highest categories by an NRSRO.
loans.

Corporate bonds: Debt obligations issued by a corporation. We focus on bonds rated in one of the four highest
categories by an NRSRO (or, if unrated, deemed equivalent),
with maturities typically between five and 30 years.

American Depositary Receipts (ADRs): Certificates issued by We may invest without limitation in ADRs.
a U.S. bank that represent the bank's holding of a stated
number of shares of a foreign corporation. An ADR entitles
the holder to all dividends and capital gains earned by the
underlying foreign shares. ADRs are bought and sold the same
as U.S. securities.

Interest rate swap and index swap agreements: In an interest We may use interest rate swaps to adjust the Series'
rate swap, a series receives payments from another party sensitivity to interest rates, or to hedge against changes
based on a floating interest rate in return for making in interest rates.
payments based on a fixed interest rate. An interest rate
swap can also work in reverse, with a series receiving Index swaps may be used to gain exposure to markets that the
payments based on a fixed interest rate and making payments Series invests in or as a substitute for futures options or
based on a floating interest rate. In an index swap, a forward contracts if such contracts are not directly
series receives gains or incurs losses based on the total available to the Series on favorable terms.
return of an index, in exchange for making fixed or floating
interest rate payments to another party. Interest rate swaps and index swaps will be considered
illiquid securities (see below).

Balanced Series (continued)

The Series may also invest in other securities including real estate investment
trusts, options, U.S. Treasury securities and foreign securities. Please see the
Statement of Additional Information for additional descriptions on these
securities as well as those listed in the table above.

Lending securities Balanced Series may lend up to 25% of its assets to qualified
brokers, dealers and institutional investors for their use in security
transactions. These transactions will generate additional income for the Series.

Purchasing securities on a when-issued or delayed delivery basis Consistent with
its investment objective, the Series may invest in U.S. government securities
and corporate debt obligations on a when-issued or delayed delivery basis; that
is, paying for securities before delivery or taking delivery at a later date.
These transactions involve commitments to buy a new issue with settlement up to
60 days later. During the time between the commitment and settlement, the Series
does not accrue interest, but the market value of the bonds may fluctuate. This
can result in the Series' share value increasing or decreasing. The Series will
designate cash or securities in amounts sufficient to cover its obligations, and
will value the designated assets daily.

Borrowing from banks Balanced Series may borrow money as a temporary measure for
extraordinary purposes or to facilitate redemptions. To the extent that it does
so, the Series may be unable to meet its investment objective. The Series will
not borrow money in excess of one-third of the value of its net assets.

Temporary defensive positions For temporary defensive purposes, Balanced Series
may hold a substantial portion of its assets in cash or cash equivalents. To the
extent it holds cash or cash equivalents, the Series may be unable to achieve
its investment objective.

Portfolio turnover The Series modified its investment strategy in April 2000 to
become more growth-oriented. As a result, portfolio turnover may be relatively
higher than in past years, and may exceed 100%. A turnover rate of 100% would
occur if the Series sold and replaced securities valued at 100% of its net
assets within one year. High turnover can result in increased transaction costs
and tax liability.

The risks of investing Investing in any mutual fund involves risk, including
in Balanced Series the risk that you may receive little or no return on
your investment, and the risk that you may lose part or
all of the money you invest. Before you invest in the
Series you should carefully evaluate the risks. An
investment in the Series typically provides the best
results when held for a number of years. Following are
the chief risks you assume when investing in Balanced
Series. Please see the Statement of Additional
Information for further discussion of these risks and
other risks not discussed here.
<TABLE>
<CAPTION>
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Risks How we strive to manage them
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Balanced Series
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<S> <C>
Market risk is the risk that all or a majority of the We maintain a long-term investment approach and focus on
securities in a certain market--like the stock or bond stocks we believe can appreciate over an extended time frame
market--will decline in value because of factors such as regardless of interim market fluctuations. We do not try to
economic conditions, future expectations or investor predict overall stock market movements and generally do not
confidence. trade for short-term purposes.

We diversify the Series' assets among two major categories
of investments--stocks and bonds--which tend to increase and
decline in value in different economic or investment
conditions.

In evaluating the use of an index swap, we carefully
consider how market changes could affect the swap and how
that compares to us investing directly in the market the
swap is intended to represent.

Industry and security risk is the risk that the value of We limit the amount of Balanced Series' assets invested in
securities in a particular industry or the value of an any one industry and in any individual security. We also
individual stock or bond will decline because of changing follow a rigorous selection process before choosing
expectations for the performance of that industry or for the securities for the portfolio.
individual company issuing the stock or bond.
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</TABLE>
Balanced-4
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<TABLE>
<CAPTION>
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Risks How we strive to manage them
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Balanced Series
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<S> <C>
Interest rate risk is the risk that securities, particularly We do not try to increase return by predicting and
bonds with longer maturities, will decrease in value if aggressively capitalizing on interest rate moves. Instead,
interest rates rise. we aim to keep the interest rate risk similar to the Lehman
Brothers Aggregate Bond Index.
Swaps may be particularly sensitive to interest rate
changes. Depending on the actual movements of interest rates We will not invest in swaps with maturities of more than two
and how well the portfolio manager anticipates them, a years. Each business day we calculate the amount the Series
series could experience a higher or lower return than must pay for swaps it holds and will segregate cash or other
anticipated. liquid securities to cover that amount.

Foreign risk is the risk that foreign securities may be We typically invest only a small portion of the Series'
adversely affected by political instability (including portfolio in foreign securities. When we do purchase foreign
governmental seizures or nationalization of assets) changes securities, they are often denominated in U.S. dollars. We
in currency exchange rates, foreign economic conditions or also tend to avoid markets where we believe accounting
inadequate regulatory and accounting standards. Foreign principles or the regulatory structure are underdeveloped.
markets may also be less efficient, less liquid, have
greater price volatility, less regulation and higher
transaction costs than U.S. markets.

Liquidity risk is the possibility that securities cannot be We limit exposure to illiquid securities. Swap agreements
readily sold within seven days at approximately the price will be treated as illiquid securities, but most swap
that the Series values them. dealers will be willing to repurchase interest rate swaps.
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</TABLE>

Investment manager The Series is managed by Delaware Management Company.
Delaware Management Company makes investment decisions
for the Series, manages the Series' business affairs and
provides daily administrative services. For its services
to the Series, the manager was paid 0.63% of average
daily net assets for the last fiscal year.

Portfolio managers John Jares and Gary A. Reed have primary responsibility
for making day-to-day investment decisions for the
Balanced Series.

John Jares, Vice President/Senior Portfolio Manager,
holds a BS degree in finance and an MBA from the
University of Colorado. He joined Delaware Investments
in March 2000. Mr. Jares came to Delaware from Berger
Funds, where he served as a portfolio manager and
securities analyst specializing in the consumer and
technology sectors. Prior to joining Berger, Mr. Jares
was a senior equity analyst at Founders Asset
Management, with responsibility for large capitalization
companies. He began his career at Lipper Analytical
Services, Inc. in 1992. Mr. Jares is a CFA
charterholder. He has been managing the Balanced Series
since March 2000.

Gary A. Reed, Vice President/Senior Portfolio Manager,
holds an AB in Economics from the University of Chicago
and an MA in Economics from Columbia University. He
began his career in 1978 with the Equitable Life
Assurance Company in New York City, where he specialized
in credit analysis. Prior to joining Delaware
Investments in 1989, Mr. Reed was Vice President and
Manager of the fixed-income department at Irving Trust
Company in New York. Mr. Reed has been Balanced Series'
senior portfolio manager for fixed-income since 1989.

Balanced-5
<PAGE>

Balanced Series (continued)

Who's who? The following describes the various organizations
involved with managing, administering, and servicing the
Series.

Board of trustees
A mutual fund is governed by a board of trustees which
has oversight responsibility for the management of the
fund's business affairs. Trustees establish procedures
and oversee and review the performance of the investment
manager, the distributor and others that perform
services for the series. At least 40% of the board of
trustees must be independent of the fund's investment
manager and distributor. These independent fund
trustees, in particular, are advocates for shareholder
interests.

Investment manager
Delaware Management Company, One Commerce Square,
Philadelphia, PA 19103

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

Portfolio managers
Portfolio managers are employed by the investment
manager to make investment decisions for individual
portfolios on a day-to-day basis. See "How we manage the
Series" for information about the portfolio managers of
the Series.

Distributor
Delaware Distributors, L.P., 1818 Market Street,
Philadelphia, PA 19103

Shares of the Series are only sold to separate accounts
of insurance companies used in connection with variable
annuity or variable life products.

Custodian
The Chase Manhattan Bank, 4 Chase Metrotech Center,
Brooklyn, NY 11245

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

Balanced-6
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Important information about the Series

Share classes The Series has two classes of shares, Standard Class and
Service Class. Each class is identical except that
Service Class has a distribution or "Rule 12b-1" plan
which is described in the prospectuses offering Service
Class shares.

Purchase and Shares are sold only to separate accounts of life
redemption of companies at net asset value. (See "Valuation of
shares shares.") Redemptions will be effected by the separate
accounts at the net asset value next determined after
receipt of the order to meet obligations under the
variable contracts. Contract owners do not deal directly
with the Fund with respect to the acquisition or
redemption of Series shares.

Valuation of shares The price you pay for shares will depend on when we
receive your purchase order. If we or an authorized
agent receive your order before the close of regular
trading on the New York Stock Exchange (normally 4:00
p.m. Eastern Time) on a business day, you will pay that
day's closing share price which is based on the Series'
net asset value. If we receive your order after the
close of regular trading, you will pay the next business
day's price. A business day is any day that the New York
Stock Exchange is open for business. We reserve the
right to reject any purchase order.

We determine the Series' net asset value (NAV) per share
at the close of regular trading of the New York Stock
Exchange each business day that the Exchange is open. We
calculate this value by adding the market value of all
the securities and assets in the Series' portfolio,
deducting all liabilities, and dividing the resulting
number by the number of shares outstanding. The result
is the net asset value per share. Foreign securities,
currencies and other assets denominated in foreign
currencies are translated into U.S. dollars at the
exchange rate of these currencies against the U.S.
dollar, as provided by an independent pricing service.
We price securities and other assets for which market
quotations are available at their market value. We price
debt securities on the basis of valuations provided to
us by an independent pricing service that uses methods
approved by the board of trustees. Any investments that
have a maturity of less than 60 days we price at
amortized cost. For all other securities, we use methods
approved by the board of trustees that are designed to
price securities at their fair market value.

Dividends, Dividends, if any, are paid quarterly. Capital gain
distributions and distributions, if any, normally will be made following
taxes the close of the fiscal year.

We automatically reinvest all dividends and any capital
gains.

The Series will not be subject to federal income tax to
the extent its earnings are distributed. The Fund
intends to distribute substantially all of the Series'
net investment income and net capital gains.
Shareholders may be proportionately liable for taxes on
income and gains of the Series but shareholders not
subject to tax on their income will not be required to
pay tax on amounts distributed to them, and the Fund
will inform shareholders of the amount and nature of
income or gains.

Please refer to the prospectus for the variable
insurance contract for additional tax information
relevant to such contracts.

EURO Several European countries began participating in the
European Economic and Monetary Union, which has
established a common currency for participating
countries. This currency is commonly known as the
"Euro." The long-term consequences of the Euro
conversion for foreign exchange rates, interest rates
and the value of European securities in which the Series
may invest are unclear. If the Series is invested in
foreign securities, the consequences may adversely
affect the value and/or increase the volatility of
securities held by the Series.

Balanced-7
<PAGE>

Financial highlights

<TABLE>
<CAPTION>
Balanced Series
(formerly Delaware Balanced Series)
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Year Ended 12/31
1999 1998 1997 1996 1995
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<S> <C> <C> <C> <C> <C>
The financial Net asset value, beginning of year $ 20.040 $ 19.050 $ 16.640 $15.500 $12.680
highlights table is
intended to help you Income (loss) from investment
understand the Series' operations
financial performance.
The total returns in Net investment income 0.408 0.349 0.435 0.530 0.509
the table represent the
rate that an investor Net realized and unrealized gain (loss)
would have earned or on investments (1.958) 2.831 3.575 1.765 2.761
lost on an investment -------- -------- -------- ------- -------
in the Series (assuming Total from investment operations (1.550) 3.180 4.010 2.295 3.270
reinvestment of all -------- -------- -------- ------- -------
dividends and Less dividends and distributions
distributions). All
"per share" information Dividends from net investment income (0.380) (0.420) (0.530) (0.500) (0.450)
reflects financial
results for a single Distributions from net realized gain on
Series share. This investments (0.770) (1.770) (1.070) (0.655) none
information has been -------- -------- -------- ------- -------
audited by Ernst & Total dividends and distributions (1.150) (2.190) (1.600) (1.155) (0.450)
Young LLP, whose -------- -------- -------- ------- -------
report, along with the Net asset value, end of year $ 17.340 $ 20.040 $ 19.050 $16.640 $15.500
Series' financial ======== ======== ======== ======= =======
statements, is included Total return(1) (7.85%) 18.62% 26.40% 15.91% 26.58%
in the Series' annual
report, which is Ratios and supplemental data
available upon request
by calling 800.523.1918. Net assets, end of period (000 omitted) $172,002 $201,856 $127,675 $75,402 $63,215

Ratio of expenses to average net assets 0.74% 0.70% 0.67% 0.68% 0.69%

Ratio of net investment income to average
net assets 2.17% 2.20% 2.85% 3.56% 3.75%

Portfolio turnover 107% 94% 67% 92% 106%
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(1) Total return does not reflect expenses that apply to Separate Accounts or to the related
insurance policies and inclusion of these charges would reduce total return figures for all
periods shown.
</TABLE>

Balanced-8

<PAGE>

DELAWARE(SM)
INVESTMENTS
---------------------
Philadelphia o London

This page intentionally left blank

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Delaware Group Additional information about the Series' investments is
Premium Fund available in the Series' Annual and Semi-Annual Reports to
shareholders. In the Series' annual reports you will find a
discussion of the market conditions and investment strategies
that significantly affected the Series' performance during the
last fiscal period. You can find more detailed information
about the Series in the current Statement of Additional
Information (SAI), which we have filed electronically with the
Securities and Exchange Commission (SEC) and which is legally
a part of this Prospectus. You may obtain a free copy of the
Statement of Additional Information by writing to us at 1818
Market Street, Philadelphia, PA 19103, or call toll-free
800.523.1918.

You can find reports and other information about the Series on
the EDGAR Database on the SEC web site (http://www.sec.gov).
You can also get copies of this information, after payment of
a duplicating fee, by e-mailing the SEC at [email protected]
or by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-0102. Information about the Series,
including its Statement of Additional Information, can be
reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. You can get information on the public
reference room by calling the SEC at 1.202.942.8090.

Investment Company Act File No. 811-5162

DELAWARE(SM)
INVESTMENTS
- ---------------------
Philadelphia o London

<PAGE>
DELAWARE
INVESTMENTS
=====================
Philadelphia o London

Delaware Group
Premium Fund

Capital Reserves Series

Standard Class

1818 Market Street,
Philadelphia, PA 19103

Prospectus May 1, 2000

This Prospectus offers the Capital Reserves Series. The Series is in effect a
separate fund issuing its own shares. The shares of the Series are sold only to
separate accounts of life insurance companies (life companies). The separate
accounts are used in conjunction with variable annuity contracts and variable
life insurance policies (variable contracts). The separate accounts invest in
shares of the Series in accordance with allocation instructions received from
contract owners. The investment objective and principal policies of the Series
are described in this Prospectus.

As with all mutual funds, the U.S. Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
Prospectus. Any representation to the contrary is a criminal offense.

Table of contents

................................................................................
Profile page 1
Capital Reserves Series 1
................................................................................
How we manage the Series page 2
Our investment strategies 2
The securities we typically invest in 2
The risks of investing in Capital Reserves Series 4
Investment manager 5
Portfolio manager 5
Fund administration (Who's who) 6

................................................................................
Important information about
the Series page 7
Share classes 7
Purchase and redemption of shares 7
Valuation of shares 7
Dividends, distributions and taxes 8
................................................................................
Financial highlights page 9
<PAGE>

Profile: Capital Reserves Series

What are the Series' goals?
Capital Reserves Series seeks a high stable level of current income while
attempting to minimize fluctuations in principal and provide maximum
liquidity. Although the Series will strive to achieve its goal, there is no
assurance that it will.

What are the Series' main investment strategies? Capital Reserves Series invests
primarily in short- and intermediate-term securities, including securities
issued or guaranteed by the U.S. government, its agencies or instrumentalities,
instruments secured by U.S. government securities and debt securities issued by
U.S. corporations.

Capital Reserves Series is not a money market fund. A money market fund is
designed for stability of principal; consequently, the level of income
fluctuates. The Series is designed for greater stability of income at a
relatively higher level; consequently, the principal value will fluctuate over
time. The Series will attempt to provide investors with yields higher than those
available in money market vehicles by extending the average maturity of the
bonds in its portfolio beyond what is typically associated with money market
funds.

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

Who should invest in the Series

o Investors with long-term financial goals.

o Investors looking for relatively stable and high income flow.

o Investors looking for the security associated with a portfolio of high quality
fixed-income securities.

Who should not invest in the Series

o Investors with short-term financial goals.

o Investors who are unwilling to own an investment whose value may fluctuate,
sometimes significantly, over the short term.

<PAGE>

How has Capital Reserves Series performed?
- --------------------------------------------------------------------------------
This bar chart and table can help you evaluate the potential risks of investing
in Capital Reserves Series. We show how returns for the Standard Class of
Capital Reserves Series have varied over the past ten calendar years, as well as
average annual returns for one, five and ten years. The Series' past performance
does not necessarily indicate how it will perform in the future. The returns
reflect applicable voluntary expense caps. The returns would be lower without
the voluntary caps. Moreover, the performance presented does not reflect any
separate account fees, which would reduce the returns.

As of March 31, 2000, the Standard Class of Capital Reserves Series had a
year-to-date return of 1.12%. During the periods illustrated in this bar chart,
Capital Reserves Series' highest quarterly return was 4.35% for the quarter
ended June 30, 1995 and its lowest quarterly return was-2.21% for the quarter
ended March 31, 1994.

Year-by-year total return

[BAR CHART]

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- ----- ----- ----- ----- ----- ------ ----- ----- ----- -----
8.23% 8.84% 7.20% 7.85% -2.68% 14.08% 4.05% 7.60% 6.78% 0.28%

Average annual returns for periods ending 12/31/99

Capital Reserves Lehman Brothers Intermediate
Series Standard Class Government Corporate Bond Index

1 year 0.28% 0.39%
5 years 6.46% 7.10%
10 years 6.13% 7.26%

The Series returns are compared to the performance of the Lehman Brothers
Intermediate Government Corporate Bond Index. Lehman Brothers Intermediate
Government Corporate Bond Index is based on all publicly issued intermediate
government and corporate debt securities with an average maturity of 4 to 5
years. You should remember that unlike the Series, the index is unmanaged and
doesn't reflect the actual costs of operating a mutual fund, such as the costs
of buying, selling and holding securities.

Capital Reserves-1
<PAGE>

How we manage the Series

Capital Reserves Series
Our investment strategies

Capital Reserves Series is a type of current income fund that invests in high
quality fixed-income securities.

The Series will invest in a variety of high quality fixed-income securities
which provide high income potential.

We will strive to reduce the effects of interest rate volatility on principal by
maintaining an intermediate average maturity for the Series. The average
weighted maturity of the Series' portfolio will normally range from five to
seven years. It will not exceed ten years. We will decide where to position the
portfolio within this permissible maturity range based on our perception of the
direction of interest rates and the risks in the fixed-income markets. If, in
our judgment, interest rates are relatively high and borrowing requirements in
the economy are weakening, we will generally extend the average weighted
maturity of the Series. Conversely, if we believe interest rates are relatively
low and borrowing requirements appear to be strengthening, we may shorten the
average weighted maturity. We have the ability to purchase individual securities
with a remaining maturity of up to 15 years.

The securities we Fixed-income securities offer the potential for greater
typically invest in income payments than stocks, and also may provide
capital appreciation.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Securities How we use them
- -------------------------------------------------------------------------------------------------------------
Capital Reserves Series
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Direct U.S. Treasury obligations include Treasury We may invest without limit in U.S. Treasury
bills, notes and bonds of varying maturities. U.S. securities, though they are typically not our
Treasury securities are backed by the "full faith largest holding because they generally do not
and credit" of the United States. offer as high a level of current income as other
fixed-income securities.

Mortgage-backed securities: Fixed-income There is no limit on government-related
securities that represent pools of mortgages, with mortgage-backed securities or on privately issued
investors receiving principal and interest mortgage-backed securities that are fully
payments as the underlying mortgage loans are paid collateralized by government securities.
back. Many are issued and guaranteed against
default by the U.S. government or its agencies or We may invest up to 20% of net assets in
instrumentalities, such as the Federal Home Loan mortgage-backed securities issued by private
Mortgage Corporation, Fannie Mae and the companies if the securities are not collateralized
Government National Mortgage Association. Others by the U.S. government, or its agencies or
are issued by private financial institutions, with instrumentalities. However, these securities must
some fully collateralized by certificates issued be rated at the time of purchase in one of the
or guaranteed by the U.S. government or its four highest categories by an NRSRO such as S&P or
agencies or instrumentalities. Moody's. They must also represent interests in
whole-loan mortgages, multi-family mortgages,
commercial mortgages and other mortgage collateral
supported by a first mortgage lien on real estate.
The privately issued securities we invest in are
either CMOs or REMICs (see below).

Collateralized mortgage obligations (CMOs): See mortgage-backed securities above.
Privately issued mortgage-backed bonds whose
underlying value is the mortgages that are grouped
into different pools according to their maturity.

Real estate mortgage investment conduits (REMICs): See mortgage-backed securities above.
Privately issued mortgage-backed bonds whose
underlying value is a fixed pool of mortgages
secured by an interest in real property. Like
CMOs, REMICs offer different pools.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Capital Reserves-2
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Securities How we use them
- -------------------------------------------------------------------------------------------------------------
Capital Reserves Series
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Asset-backed securities: Bonds or notes backed by We invest only in asset-backed securities rated in
accounts, receivables including home equity, one of the four highest categories by an NRSRO.
automobile or credit loans.

Corporate debt: Debt obligations issued by a We focus on corporate debt with investment grade
corporation, including corporate notes, bonds and ratings, that is bonds rated BBB or better by S&P
other debt securities. or Baa or better by Moody's. We may invest in debt
that is unrated, if we believe the quality of the
securities is comparable to the ratings above.

Certificates of deposit and obligations of both We may invest in certificates of deposit from
U.S. and foreign banks: Debt instruments issued by banks that have assets of at least one billion
a bank that pay interest. Investments in foreign dollars.
banks and overseas branches of U.S. banks may be
subject to less stringent regulations and
different risks than U.S. domestic banks.

Corporate commercial paper: Short-term debt We may invest in commercial paper that is rated
obligations with maturities ranging from 2 to 270 P-1 or P-2 by Moody's and/or A-1 or A-2 by S&P.
days, issued by companies.

Repurchase agreements: An agreement between a Typically, we use repurchase agreements as a
buyer, such as the Series, and a seller of short-term investment for the Series' cash
securities in which the seller agrees to buy the position. In order to enter into these repurchase
securities back within a specified time at the agreements, the Series must have collateral of at
same price the buyer paid for them, plus an amount least 102% of the repurchase price. The Series
equal to an agreed upon interest rate. Repurchase will only enter into repurchase agreements in
agreements are often viewed as equivalent to cash. which the collateral is U.S. government
securities.

Interest rate swap agreements: In an interest rate We may use interest rate swaps to adjust the
swap, a series receives payments from another Series' sensitivity to interest rates by changing
party based on a floating interest rate in return its duration, or to hedge against changes in
for making payments based on a fixed interest interest rates.
rate. An interest rate swap can also work in
reverse, with a series receiving payments based on Interest rate swaps will be considered illiquid
a fixed interest rate and making payments based on securities (see below).
a floating interest rate.

Restricted and illiquid securities: Restricted We may invest up to 10% of net assets in illiquid
securities are privately placed securities whose securities. For this Series, the 10% limit
resale is restricted under securities law. includes restricted securities such as privately
placed securities that are eligible for resale
Illiquid securities are securities that do not only among certain institutional buyers without
have a ready market, and cannot be easily sold registration, which are commonly known as "Rule
within seven days at approximately the price that 144A Securities" and repurchase agreements with
a series has valued them. maturities of over seven days.
- -------------------------------------------------------------------------------------------------------------
</TABLE>

The Series may also enter into options and purchase depositary receipts. Please
see the Statement of Additional Information for additional descriptions on these
securities as well as those listed in the table above.

Lending securities Capital Reserves Series may lend up to 25% of its assets to
qualified brokers, dealers and institutional investors for their use in security
transactions. These transactions will generate additional income for the Series.

Borrowing from banks Capital Reserves Series may borrow money as a temporary
measure for extraordinary purposes or to facilitate redemptions. To the extent
that it does so, the Series may be unable to meet its investment objective. It
will not borrow money in excess of one-third of the value of its net assets.

Portfolio turnover We anticipate that Capital Reserves Series' annual portfolio
turnover will be greater than 100%. A turnover rate of 100% would occur if the
Series sold and replaced securities valued at 100% of its net assets within one
year. High turnover can result in increased transaction costs and tax liability.

Capital Reserves-3
<PAGE>

Capital Reserves Series (continued)

The risks of investing Investing in any mutual fund involves risk, including
in Capital Reserves the risk that you may receive little or no return on
Series your investment, and the risk that you may lose part or
all of the money you invest. Before you invest in the
Series you should carefully evaluate the risks. An
investment in the Series typically provides the best
results when held for a number of years. Following are
the chief risks you assume when investing in Capital
Reserves Series. Please see the Statement of Additional
Information for further discussion of these risks and
other risks not discussed here.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- -------------------------------------------------------------------------------------------------------------
Capital Reserves Series
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Market risk is the risk that all or a majority of We maintain a long-term investment approach and
the securities in a certain market--like the stock focus on fixed-income securities that we believe
or bond market--will decline in value because of can continue to make interest and principal
factors such as economic conditions, future payments over an extended time frame regardless of
expectations or investor confidence. interim market fluctuations. We do not try to
predict overall bond market movements and
generally do not trade for short-term purposes.

Industry and security risk is the risk that the We diversify the Series' portfolio. We also follow
value of securities in a particular industry or a rigorous selection process before choosing
the value of an individual stock or bond will securities for the portfolio.
decline because of changing expectations for the
performance of that industry or for the individual
company issuing the stock or bond.

Interest rate risk is the risk that securities, We do not try to increase return by predicting and
particularly bonds with longer maturities, will aggressively capitalizing on interest rate moves.
decrease in value if interest rates rise.

Swaps may be particularly sensitive to interest We will not invest in interest rate swaps with
rate changes. Depending on the actual movements of maturities of more than two years. Each business
interest rates and how well the portfolio manager day we calculate the amount the Series must pay
anticipates them, a series could experience a for swaps it holds and will segregate cash or
higher or lower return than anticipated. other liquid securities to cover that amount.

Credit risk is the risk that there is the We may hold securities rated in the fourth
possibility that a bond's issuer (or an entity category of investment grade; however, we
that insures the bond) will be unable to make carefully evaluate their creditworthiness before
timely payments of interest and principal. purchasing the security.

Debt securities rated in the fourth category of If the rating of a corporate debt security held by
investment grade (e.g., BBB by S&P or Baa by the Series falls below the fourth rating grade or
Moody's) may have speculative characteristics. if we determine that an unrated security is no
Changes in economic conditions or other longer of comparable quality, we will dispose of
circumstances are more likely to affect issuers the security as soon as practical, unless we think
ability to make principal and interest payments. that would be detrimental in light of market
conditions.

Prepayment risk is the risk that homeowners will We take into consideration the likelihood of
prepay mortgages during periods of low interest prepayment when we select mortgages. We may look
rates, forcing an investor to reinvest their money for mortgage securities that have characteristics
at interest rates that might be lower than those that make them less likely to be prepaid, such as
on the prepaid mortgage. low outstanding loan balance or below-market
interest rates.

Liquidity risk is the possibility that securities We limit exposure to illiquid securities. Swap
cannot be readily sold within seven days at agreements will be treated as illiquid securities,
approximately the price that a series values them. but most swap dealers will be willing to
repurchase interest rate swaps.
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Capital Reserves-4
<PAGE>

Investment manager The Series is managed by Delaware Management Company.
Delaware Management Company makes investment decisions for
the Series, manages the Series' business affairs and
provides daily administrative services. For its services to
the Series, the manager was paid 0.53% of average daily net
assets for the last fiscal year.

Portfolio manager Gary A. Reed has primary responsibility for making
day-to-day investment decisions for the Capital Reserves
Series.

Gary A. Reed, Vice President/Senior Portfolio Manager, holds
an AB in Economics from the University of Chicago and an MA
in Economics from Columbia University. He began his career
in 1978 with the Equitable Life Assurance Company in New
York City, where he specialized in credit analysis. Prior to
joining Delaware Investments in 1989, Mr. Reed was Vice
President and Manager of the fixed-income department at
Irving Trust Company in New York. Mr. Reed has been Capital
Reserves Series' senior portfolio manager since 1989.

Capital Reserves-5

<PAGE>

Capital Reserves Series (continued)

Who's who? The following describes the various organizations involved with
managing, administering, and servicing the Series.

Board of trustees
A mutual fund is governed by a board of trustees which has oversight
responsibility for the management of the fund's business affairs.
Trustees establish procedures and oversee and review the performance
of the investment manager, the distributor and others that perform
services for the series. At least 40% of the board of trustees must
be independent of the fund's investment manager and distributor.
These independent fund trustees, in particular, are advocates for
shareholder interests.

Investment manager
Delaware Management Company, One Commerce Square, Philadelphia, PA
19103

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

Portfolio managers
Portfolio managers are employed by the investment manager to make
investment decisions for individual portfolios on a day-to-day
basis. See "How we manage the Series" for information about the
portfolio managers of the Series.

Distributor
Delaware Distributors, L.P., 1818 Market Street, Philadelphia, PA
19103

Shares of the Series are only sold to separate accounts of insurance
companies used in connection with variable annuity or variable life
products.

Custodian
The Chase Manhattan Bank, 4 Chase Metrotech Center, Brooklyn, NY
11245

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

Capital Reserves-6
<PAGE>

Important information about the Series

Share classes The Series has two classes of shares, Standard Class and
Service Class. Each class is identical except that Service
Class has a distribution or "Rule 12b-1" plan which is
described in the prospectuses offering Service Class
shares.

Purchase and Shares are sold only to separate accounts of life companies
redemption of at net asset value. (See "Valuation of shares.")
shares Redemptions will be effected by the separate accounts at
the net asset value next determined after receipt of the
order to meet obligations under the variable contracts.
Contract owners do not deal directly with the Fund with
respect to the acquisition or redemption of Series shares.

Valuation of shares The price you pay for shares will depend on when we receive
your purchase order. If we or an authorized agent receive
your order before the close of regular trading on the New
York Stock Exchange (normally 4:00 p.m. Eastern Time) on a
business day, you will pay that day's closing share price
which is based on the Series' net asset value. If we
receive your order after the close of regular trading, you
will pay the next business day's price. A business day is
any day that the New York Stock Exchange is open for
business. We reserve the right to reject any purchase
order.

We determine the Series' net asset value (NAV) per share at
the close of regular trading of the New York Stock Exchange
each business day that the Exchange is open. We calculate
this value by adding the market value of all the securities
and assets in the Series' portfolio, deducting all
liabilities, and dividing the resulting number by the
number of shares outstanding. The result is the net asset
value per share. Foreign securities, currencies and other
assets denominated in foreign currencies are translated
into U.S. dollars at the exchange rate of these currencies
against the U.S. dollar, as provided by an independent
pricing service. We price securities and other assets for
which market quotations are available at their market
value. We price debt securities on the basis of valuations
provided to us by an independent pricing service that uses
methods approved by the board of trustees. Any investments
that have a maturity of less than 60 days we price at
amortized cost. For all other securities, we use methods
approved by the board of trustees that are designed to
price securities at their fair market value.

Capital Reserves-7
<PAGE>

Dividends, Dividends, if any, are declared daily and paid monthly.
distributions and Short-term capital gains distributions, if any, may be paid
taxes with the dividend; otherwise, any distributions from net
realized securities profits normally will be distributed
following the close of the fiscal year.

We automatically reinvest all dividends and any capital
gains.

The Series will not be subject to federal income tax to the
extent its earnings are distributed. The Fund intends to
distribute substantially all of the Series' net investment
income and net capital gains. Shareholders may be
proportionately liable for taxes on income and gains of the
Series but shareholders not subject to tax on their income
will not be required to pay tax on amounts distributed to
them, and the Fund will inform shareholders of the amount
and nature of income or gains.

Please refer to the prospectus for the variable insurance
contract for additional tax information relevant to such
contracts.

EURO Several European countries began participating in the
European Economic and Monetary Union, which has established
a common currency for participating countries. This
currency is commonly known as the "Euro." The long-term
consequences of the Euro conversion for foreign exchange
rates, interest rates and the value of European securities
in which the Series may invest are unclear. If the Series
is invested in foreign securities, the consequences may
adversely affect the value and/or increase the volatility
of securities held by the Series.

Capital Reserves-8
<PAGE>

Financial highlights

Capital Reserves Series
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended 12/31
1999 1998 1997 1996 1995
--------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C>
The financial Net asset value, beginning of year $9.880 $9.790 $9.690 $9.930 $9.300
highlights table is
intended to help you Income (loss) from investment operations
understand the Series'
financial performance. Net investment income 0.546 0.556 0.613 0.623 0.643
The total returns in
the table represent the Net realized and unrealized gain
rate that an investor (loss) on investments (0.520) 0.090 0.100 (0.240) 0.630
would have earned or ------ ------- ------- ------- -------
lost on an investment
in the Series (assuming Total from investment operations 0.026 0.646 0.713 0.383 1.273
reinvestment of all ------ ------- ------- ------- -------
dividends and
distributions). All Less dividends
"per share" information
reflects financial Dividends from net investment income (0.546) (0.556) (0.613) (0.623) (0.643)
results for a single
Series share. This Total dividends (0.546) (0.556) (0.613) (0.623) (0.643)
information has been ------ ------- ------- ------- -------
audited by Ernst &
Young LLP, whose Net asset value, end of year $9.360 $9.880 $9.790 $9.690 $9.930
report, along with the ====== ======= ======= ======= =======
Series' financial
statements, is included Total return(1) 0.28% 6.78% 7.60% 4.05% 14.08%
in the Series' annual
report, which is Ratios and supplemental data
available upon request
by calling 800.523.1918. Net assets, end of period (000 omitted) $36,701 $41,711 $29,177 $27,768 $27,935

Ratio of expenses to average net assets 0.79% 0.79% 0.75% 0.72% 0.71%

Ratio of net investment income to
average net assets 5.68% 5.62% 6.31% 6.43% 6.64%

Portfolio turnover 129% 166% 120% 122% 145%
---------------------------------------------------------------------------------------------------
(1) Total return does not reflect expenses that apply to Separate Accounts or to the related
insurance policies and inclusion of these charges would reduce total return figures for all
periods shown.

</TABLE>

Capital Reserves-9

<PAGE>

Delaware Group
Premium Fund Additional information about the Series' investments is
available in the Series' Annual and Semi-Annual Reports to
shareholders. In the Series' annual reports you will find a
discussion of the market conditions and investment
strategies that significantly affected the Series'
performance during the last fiscal period. You can find
more detailed information about the Series in the current
Statement of Additional Information (SAI), which we have
filed electronically with the Securities and Exchange
Commission (SEC) and which is legally a part of this
Prospectus. You may obtain a free copy of the Statement of
Additional Information by writing to us at 1818 Market
Street, Philadelphia, PA 19103, or call toll-free
800.523.1918.

You can find reports and other information about the Series
on the EDGAR Database on the SEC web site
(http://www.sec.gov). You can also get copies of this
information, after payment of a duplicating fee, by
e-mailing the SEC at [email protected] or by writing to
the Public Reference Section of the SEC, Washington, D.C.
20549-0102. Information about the Series, including its
Statement of Additional Information, can be reviewed and
copied at the SEC's Public Reference Room in Washington,
D.C. You can get information on the public reference room
by calling the SEC at 1.202.942.8090.

Investment Company Act File No. 811-5162

DELAWARE
INVESTMENTS
=====================
Philadelphia o London

<PAGE>

DELAWARE(SM)
INVESTMENTS
---------------------
Philadelphia o London

Delaware Group
Premium Fund

Cash Reserve Series

Standard Class

1818 Market Street,
Philadelphia, PA 19103

Prospectus May 1, 2000

This Prospectus offers the Cash Reserve Series. The Series is in effect a
separate fund issuing its own shares. The shares of the Series are sold only to
separate accounts of life insurance companies (life companies). The separate
accounts are used in conjunction with variable annuity contracts and variable
life insurance policies (variable contracts). The separate accounts invest in
shares of the Series in accordance with allocation instructions received from
contract owners. The investment objective and principal policies of the Series
are described in this Prospectus.

Table of contents

- --------------------------------------------------------------------------------
Profile page 1
Cash Reserve Series 1
- --------------------------------------------------------------------------------
How we manage the Series page 2
Our investment strategies 2
The securities we typically invest in 2
The risks of investing in Cash Reserve Series 3
Investment manager 3
Fund administration (Who's who) 4
- --------------------------------------------------------------------------------
Important information about
the Series page 5
Share classes 5
Purchase and redemption of shares 5
Valuation of shares 5
Dividends, distributions and taxes 5
- --------------------------------------------------------------------------------
Financial highlights page 6

<PAGE>
Profile: Cash Reserve Series

What are the Series' goals?
Cash Reserve Series seeks to provide maximum current income, while
preserving principal and maintaining liquidity, by investing its assets
in a diversified portfolio of money market securities and managing the
portfolio to maintain a constant net asset value of $10 per share.
Although the Series will strive to achieve its goal, there is no
assurance that it will.

What are the Series' main investment strategies? Cash Reserve Series invests
primarily in short-term money market securities, including securities issued or
guaranteed by the U.S. government, its agencies or instrumentalities and
short-term debt instruments of banks and corporations.

Cash Reserve Series is a money market fund. A money market fund is designed for
stability of principal; consequently, the level of income fluctuates.

We maintain an average maturity of 90 days or less. Also, we do not purchase any
instruments with an effective remaining maturity of more than 397 days
(approximately 13 months). We intend to hold our investments until maturity, but
we may sell them prior to maturity in order to shorten or lengthen the average
maturity of the bonds in the portfolio, increase the yield, maintain the quality
of the portfolio or maintain a stable share value.

What are the main risks of investing in the Series? Cash Reserve Series will be
affected primarily by declines in interest rates that would reduce the income
provided by the Series. For a more complete discussion of risk, please turn to
"The risks of investing in Cash Reserve Series."

An investment in the Series is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency. Although the Series seeks to preserve the value of your
investment at $10 per share, it is possible to lose money by investing in the
Series.

Who should invest in the Series

o Investors with short-term financial goals.

o Investors who do not want an investment whose value may fluctuate over the
short term.

o Investors who are looking for a short-term, relatively safe investment to
complement more long-term investments in their portfolio.

Who should not invest in the Series

o Investors with long-term financial goals.

o Investors looking for relatively high income flow.

How has Cash Reserve Series performed?
- --------------------------------------------------------------------------------
This bar chart and table can help you evaluate the risks of investing in Cash
Reserve Series. We show how returns for the Standard Class of Cash Reserve
Series have varied over the past ten calendar years, as well as average annual
returns for one, five and ten years. The Series' past performance does not
necessarily indicate how it will perform in the future. The returns reflect
applicable voluntary expense caps. The returns would be lower without the
voluntary caps. Moreover, the performance presented does not reflect any
separate account fees, which would reduce the returns.

As of March 31, 2000, the Standard Class of Cash Reserve Series had a
year-to-date return of 1.35%. During the periods illustrated in this bar chart,
the Class' highest quarterly return was 1.88% for the quarter ended June 30,
1990 and its lowest quarterly return was 0.58% for the quarter ended June 30,
1993.

[BAR CHART]
Year-by-year total return

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
7.56% 5.58% 3.25% 2.48% 3.68% 5.48% 4.93% 5.10% 5.08% 4.81%

Average annual returns for periods ending 12/31/99

Cash Reserve
Series
Standard Class
--------------
1 year 4.81%
5 years 5.08%
10 years 4.79%

Cash Reserve-1
<PAGE>
How we manage the Series

Cash Reserve Series

Our investment strategies

We invest primarily in short-term money market securities, including securities
issued or guaranteed by the U.S. government, its agencies or instrumentalities
and short-term debt instruments of banks and corporations.

We maintain an average maturity of 90 days or less. Also, we do not purchase any
securities with an effective remaining maturity of more than 397 days
(approximately 13 months). We may shorten or lengthen the Series' average
maturity based on our analysis of interest rate trends.

We intend to hold our investments until maturity, but we may sell them prior to
maturity in order to shorten or lengthen the average maturity of the bonds in
the portfolio, increase the yield, maintain the quality of the portfolio or
maintain a stable share value.

Cash Reserve Series uses the same investment strategy as Delaware Cash Reserve
Fund, a separate fund in the Delaware Investments family, although performance
may differ depending on such factors as the size of the funds and the timing of
investments and redemptions.

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

The securities we typically invest in
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Reserve Series
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Direct U.S. Treasury obligations include Treasury bills, notes and We may invest without limit in U.S. Treasury securities.
bonds of varying maturities. U.S. Treasury securities are backed by We would typically invest in Treasury bills or longer term
the "full faith and credit" of the United States. Treasury securities whose remaining effective maturity is
less than 13 months.
- ------------------------------------------------------------------------------------------------------------------------------------
Certificates of deposit and obligations of both U.S. and foreign We may invest in certificates of deposit from banks that
banks: Debt instruments issued by a bank that pay interest. have assets of at least one billion dollars.

Investments in foreign banks and overseas branches of U.S. banks
may be subject to less stringent regulations and different risks
than U.S. domestic banks.
- ------------------------------------------------------------------------------------------------------------------------------------
Corporate commercial paper and other cororate obligations: Short- We may invest in commercial paper and other corporate
term debt obligations with maturities ranging from 2 to 270 days, obligations rated in one of the two highest ratings
issued by companies. categories by at least two NRSROs. The purchase of a
security that does not possess those ratings must be
approved by the board of trustees in accordance with the
maturity, quality and diversification conditions with
which taxable money markets must comply. The Series will
not invest more than 5% of its total assets in securities
rated in the second highest category by an NRSRO.
- ------------------------------------------------------------------------------------------------------------------------------------
Repurchase agreements: An agreement between a buyer, such as Typically, we use repurchase agreements as a short-term
the Series, and a seller of securities in which the seller investment for the Series' cash position. In order to enter
agrees to buy the securities back within a specified time at into these repurchase agreements, the Series must have
the same price the buyer paid for them, plus an amount equal collateral of at least 102% of the repurchase price. The
to an agreed upon interest rate. Repurchase agreements are Series will only enter into repurchase agreements in which
often viewed as equivalent to cash. the collateral is U.S. government securities.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Series may also invest in other securities including asset-backed
securities. Please see the Statement of Additional Information for additional
descriptions on these securities as well as those listed in the table.

Borrowing from banks Cash Reserve Series may borrow money as a temporary measure
for extraordinary purposes or to facilitate redemptions. To the extent that it
does so, the Series may be unable to meet its investment objective. The Series
will not borrow money in excess of one-third of the value of its net assets.

Cash Reserve-2
<PAGE>

The risks of investing Investing in any mutual fund involves risk,
in Cash Reserve including the risk that you may receive little or
Series no return on your investment, and the risk that
you may lose part or all of the money you invest.
Before you invest in the Series you should
carefully evaluate the risks. Following are the
chief risks you assume when investing in the Cash
Reserve Series. Please see the Statement of
Additional Information for further discussion of
these risks and other risks not discussed here.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Reserve Series
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Interest rate risk is the risk that securities, particularly Because Cash Reserve Series invests in short-term
bonds with longer maturities, will decrease in value if securities, the value of its investments is generally not
interest rates rise. affected by interest rate risk. However, a decline in
interest rates would adversely affect the level of income
provided by the Series.
- ------------------------------------------------------------------------------------------------------------------------------------
Credit risk is the risk that there is the possibility that a Cash Reserve Series holds only high quality short-term
bond's issuer (or an entity that insures the bond) will be securities. Therefore it is generally not subject to
unable to make timely payments of interest and principal. significant credit risk.

We limit our investments to those which the board of
trustees has determined to involve minimal credit risks and
to be of high quality and which will otherwise meet the
maturity, quality and diversification conditions with which
taxable money market funds must comply.
- ------------------------------------------------------------------------------------------------------------------------------------
Inflation risk is the risk that the return from your Cash Reserve Series is designed for short-term investment
investments will be less than the increase in the cost of goals and therefore may not outpace inflation over longer
living due to inflation, thus preventing you from reaching time periods. For this reason, Cash Reserve Series is not
your financial goals. recommended as a primary investment for people with
long-term goals.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Investment manager The Series is managed by Delaware Management Company.
Delaware Management Company makes investment decisions
for the Series, manages the Series' business affairs and
provides daily administrative services. For its services
to the Series, the manager was paid 0.46% of average
daily net assets for the last fiscal year.

Cash Reserve-3
<PAGE>

Cash Reserve Series (continued)

Who's who? The following describes the various organizations involved with
managing, administering, and servicing the Series.

Board of trustees
A mutual fund is governed by a board of trustees which has
oversight responsibility for the management of the fund's business
affairs. Trustees establish procedures and oversee and review the
performance of the investment manager, the distributor and others
that perform services for the Series. At least 40% of the board of
trustees must be independent of the fund's investment manager and
distributor. These independent fund trustees, in particular, are
advocates for shareholder interests.

Investment manager
Delaware Management Company, One Commerce Square, Philadelphia, PA
19103

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

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

Distributor
Delaware Distributors, L.P., 1818 Market Street, Philadelphia, PA
19103

Shares of the Series are only sold to separate accounts of
insurance companies used in connection with variable annuity or
variable life products.

Custodian
The Chase Manhattan Bank, 4 Chase Metrotech Center, Brooklyn, NY
11245

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

Cash Reserve-4
<PAGE>

Important information about the Series

Share classes The Series has two classes of shares, Standard Class and
Service Class. Each class is identical except that Service
Class has a distribution or "Rule 12b-1" plan which is
described in the prospectuses offering Service Class
shares.

Purchase and Shares are sold only to separate accounts of life companies
redemption of at net asset value. (See "Valuation of shares.")
shares Redemptions will be effected by the separate accounts at
the net asset value next determined after receipt of the
order to meet obligations under the variable contracts.
Cash Reserve Series is managed to maintain a constant $10
per share net asset value although there is no assurance
that this objective can be achieved. Contract owners do not
deal directly with the Fund with respect to the acquisition
or redemption of Series shares.

Valuaton of shares The price you pay for shares will depend on when we receive
your purchase order. If we or an authorized agent receive
your order before the close of regular trading on the New
York Stock Exchange (normally 4:00 p.m. Eastern Time) on a
business day, you will pay that day's closing share price
which is based on the Series' net asset value. If we
receive your order after the close of regular trading, you
will pay the next business day's price. A business day is
any day that the New York Stock Exchange is open for
business. We reserve the right to reject any purchase
order.

We automatically reinvest all dividends and any capital
gains.

The Series will not be subject to federal income tax to the
extent its earnings are distributed. The Fund intends to
distribute substantially all of the Series' net investment
income and net capital gains. Shareholders may be
proportionately liable for taxes on income and gains of the
Series but shareholders not subject to tax on their income
will not be required to pay tax on amounts distributed to
them, and the Fund will inform shareholders of the amount
and nature of income or gains.

Please refer to the prospectus for the variable insurance
contract for additional tax information relevant to such
contracts.

Cash Reserve-5
<PAGE>

Financial highlights
<TABLE>
<CAPTION>

Cash Reserve Series
- ---------------------------------------------------------------------------------------------------------------------------------
Year Ended 12/31
1999 1998 1997 1996 1995
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The financial Net asset value, beginning of year $10.000 $10.000 $10.000 $10.000 $10.000
highlights table is
intended to help you Income from investment operations
understand the Series'
financial performance. Net investment income 0.471 0.497 0.497 0.482 0.535
The total returns in ------- ------- ------- ------- -------
the table represent the Total from investment operations 0.471 0.497 0.497 0.482 0.535
rate that an investor ------- ------- ------- ------- -------
would have earned or Less dividends
lost on an investment
in the Series (assuming Dividends from net investment income (0.471) (0.497) (0.497) (0.482) (0.535)
reinvestment of all ------- ------- ------- ------- -------
dividends and
distributions). All "per Total dividends (0.471) (0.497) (0.497) (0.482) (0.535)
share" information ------- ------- ------- ------- -------
reflects financial
results for a single Net asset value, end of year $10.000 $10.000 $10.000 $10.000 $10.000
Series share. This ======= ======= ======= ======= =======
information has been
audited by Ernst & Total return(1) 4.81% 5.08% 5.10% 4.93% 5.48%
Young LLP, whose
report, along with Ratios and supplemental data
the Series' financial
statements, is included Net assets, end of period (000 omitted) $57,421 $42,893 $30,711 $26,479 $16,338
in the Series' annual
report, which is Ratio of expenses to average net assets 0.56% 0.59% 0.64% 0.61% 0.62%
available upon
request by calling Ratio of net investment income
800.523.1918. to average net assets 4.72% 4.96% 4.98% 4.82% 5.35%
------------------------------------------------------------------------------------------------------
(1) Total return does not reflect expenses that apply to Separate Accounts or to the related insurance
policies and inclusion of these charges would reduce total return figures for all periods shown.

</TABLE>

Cash Reserve-6
<PAGE>

Delaware Group Additional information about the Series' investments is
Premium Fund available in the Series' Annual and Semi-Annual Reports to
shareholders. In the Series' annual reports you will find a
discussion of the market conditions and investment
strategies that significantly affected the Series'
performance during the last fiscal period. You can find
more detailed information about the Series in the current
Statement of Additional Information (SAI), which we have
filed electronically with the Securities and Exchange
Commission (SEC) and which is legally a part of this
Prospectus. You may obtain a free copy of the Statement of
Additional Information by writing to us at 1818 Market
Street, Philadelphia, PA 19103, or call toll-free
800.523.1918.

You can find reports and other information about the Series
on the EDGAR Database on the SEC web site
(http://www.sec.gov). You can also get copies of this
information, after payment of a duplicating fee, by
e-mailing the SEC at [email protected] or by writing to
the Public Reference Section of the SEC, Washington, D.C.
20549-0102. Information about the Series, including its
Statement of Additional Information, can be reviewed and
copied at the SEC's Public Reference Room in Washington,
D.C. You can get information on the public reference room
by calling the SEC at 1.202.942.8090.

Investment Company Act File No. 811-5162

DELAWARE(SM)
INVESTMENTS
- ---------------------
Philadelphia o London

<PAGE>

DELAWARE(SM)
INVESTMENTS
- ----------------------
Philadelphia o London

Delaware Group
Premium Fund

Convertible Securities Series

Standard Class

1818 Market Street,
Philadelphia, PA 19103

Prospectus May 1, 2000

This Prospectus offers the Convertible Securities Series. The Series is in
effect a separate fund issuing its own shares. The shares of the Series are sold
only to separate accounts of life insurance companies (life companies). The
separate accounts are used in conjunction with variable annuity contracts and
variable life insurance policies (variable contracts). The separate accounts
invest in shares of the Series in accordance with allocation instructions
received from contract owners. The investment objective and principal policies
of the Series are described in this Prospectus.

Table of contents

................................................................................
Profile page 1
Convertible Securities Series 1
................................................................................
How we manage the Series page 2
Our investment strategies 2
The securities we typically invest in 2
The risks of investing in Convertible Securities Series 5
Investment manager 6
Portfolio manager 6
Fund administration (Who's who) 7

................................................................................
Important information about
the Series page 8
Share classes 8
Purchase and redemption of shares 8
Valuation of shares 8
Dividends, distributions and taxes 8
................................................................................
Financial highlights page 9

<PAGE>

Profile: Convertible Securities Series

What are the Series' goals?
Convertible Securities Series seeks a high level of total return on its
assets through a combination of capital appreciation and current income.
Although the Series will strive to achieve its goal, there is no assurance
that it will.

What are the Series' main investment strategies? We invest primarily in
convertible securities. A convertible security is a bond, debenture, note,
preferred stock or other security which may be converted into a prescribed
amount of common stock of the same or a different issuer at a specified price or
using a specified pricing formula. A convertible security entitles the holder to
receive interest paid on convertible debt or the dividend paid on a preferred
stock until the convertible security matures, is redeemed or is converted.

What are the main risks of investing in the Series? Investing in any mutual fund
involves risk, including the risk that you may lose part or all of the money you
invest. The value of your investment in the Series will increase and decrease
according to changes in the value of the securities in the Series' portfolio.
This Series will be affected primarily by declines in convertible securities
prices, which can be caused by a drop in the stock or bond market, an adverse
change in interest rates or poor performance in specific industries or
companies. Convertible securities are often rated below investment grade and, as
a result, are subject to a higher credit risk that the issuer will be unable to
meet payments of interest and principal, particularly under adverse economic
conditions. For a more complete discussion of risk, please turn to "The risks of
investing in Convertible Securities Series."

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

Who should invest in the Series
o Investors with long-term financial goals.

o Investors looking for appreciation potential combined with the potential for
current income which could act as a cushion for the portfolio's performance.

Who should not invest in the Series
o Investors with short-term financial goals.

o Investors who are unwilling to own an investment whose value may fluctuate,
sometimes significantly, over the short term.

How has Convertible Securities Series performed?
- --------------------------------------------------------------------------------
This bar chart and table can help you evaluate the risks of investing in
Convertible Securities Series. We show how returns for the Standard Class of
Convertible Securities Series have varied over the past two calendar years, as
well as average annual returns for one year and since inception. The Series'
past performance does not necessarily indicate how it will perform in the
future. The returns reflect applicable voluntary expense caps. The returns would
be lower without the voluntary caps. Moreover, the performance presented does
not reflect any separate account fees, which would reduce the returns.

As of March 31, 2000, the Standard Class of Convertible Securities Series had a
year-to-date return of 6.94%. During the periods illustrated in this bar chart,
the Class' highest quarterly return was 8.70% for the quarter ended December 31,
1999 and its lowest quarterly return was -10.65% for the quarter ended September
30, 1998.

Year-by-year total return

1998 1999
- -----------------
- -1.17% 6.97%

Average annual returns for periods ending 12/31/99

Convertible Securities Merrill Lynch Convertible
Series Standard Class Securities Index

1 year 6.97% 44.32%
Since Inception (5/1/97) 8.18% 25.36%

The Series returns are compared to the performance of the Merrill Lynch
Convertible Securities Index. The Merrill Lynch Convertible Securities Index is
an unmanaged index representative of the convertible securities market. You
should remember that unlike the Series, the index is unmanaged and doesn't
reflect the actual costs of operating a mutual fund, such as the costs of
buying, selling and holding securities.

Convertible Securities-1

<PAGE>

How we manage the Series

Convertible Securities Series
Our investment strategies

Convertible Securities Series is a type of total return fund that invests in
convertible securities to pursue a two-pronged investment objective: capital
appreciation and current income.

We invest primarily in convertible securities. Convertible securities are
typically preferred stocks or corporate bonds that can be exchanged for a set
number of shares of common stock at a predetermined price. They also pay
dividends or interest. Our strategy is based on the belief that characteristics
of these securities make them particularly appropriate investments in seeking
both capital appreciation and current income. These characteristics include:

o the potential for capital appreciation as the value of the underlying common
stock increases;

o the relatively high yield received from interest or dividend payments on
convertible securities as compared to common stock dividends; and,

o reduced price decline risk relative to the underlying common stock due to the
income features of a convertible security.

Securities or assets obtained upon the conversion of convertible securities may
be retained, subject to the Series' investment objective. There are no size
limits on corporations in whose securities the Series may invest.

The securities we Stocks offer investors the potential for capital
typically invest in appreciation, and may pay dividends as well.
Fixed-income securities offer the potential for greater
income payments than stocks, and also may provide
capital appreciation. Convertible securities often blend
the potential benefits of stocks and fixed-income
securities.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
- ------------------------------------------------------------------------------------------------------------------------------------
Convertible Securities Series
-------------------------------------------------------------------
<S> <C>
Convertible securities: Usually preferred stocks, corporate Under normal conditions, the Series intends to invest at least 65%
bonds or equity-linked securities that can be exchanged for of its total assets in convertible securities, which may include
a set number of shares of common stock at a predetermined privately placed convertible securities.
price. These securities typically offer higher appreciation
potential than nonconvertible bonds and greater income We will invest in convertible debt securities without regard to
potential than nonconvertible preferred stocks. rating categories. To the extent that convertible debt securities
we hold are not investment grade or are not rated, there may be a
Convertible bonds are often rated below investment grade, greater risk as to the timely payment of interest and principal.
that is, not rated within the four highest categories by S&P
and Moody's. Debt securities rated below investment grade If a convertible security held by the Series is called for
are often referred to as "high-yield bonds" or "junk bonds," redemption, the Series will be required to redeem the security,
although these terms are not generally used in reference to convert it into the underlying common stock or sell it to a third
convertible debt securities. party.

A convertible bond may be subject to redemption at the
option of the issuer at a price established in the
instrument under which the convertible security was issued.

Zero coupon bonds and pay-in-kind bonds: Zero coupon The Series may invest in zero coupon bonds and payment-in-kind
securities are debt obligations which do not entitle the bonds, though this is not expected to be a significant component of
holder to any periodic payments of interest prior to its strategy. The market prices of these bonds are generally more
maturity or a specified date when the securities begin volatile than the market prices of securities that pay interest
paying current interest. Therefore, they are issued and periodically and are likely to react to changes in interest rates
traded at a discount from their face amounts or par value. to a greater degree than interest-paying bonds having similar
Payment-in-kind bonds pay interest or dividends in the form maturities and credit quality. They may have certain tax
of additional bonds or preferred stock. consequences which, under certain conditions, could be adverse to
the Series.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Convertible Securities-2

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Securities How we use them
- ------------------------------------------------------------------------------------------------------------------------------------
Convertible Securities Series
-------------------------------------------------------------------
<S> <C>
Private placements: Private placement securities are What portion of the Series' portfolio is invested in convertible
securities which have not been registered with the SEC and securities purchased in private placements depends upon the
are usually only sold to large institutional investors. An relative attractiveness of those securities compared to convertible
issuer is often willing to provide more attractive features securities that are publicly offered. Ordinarily, the Series
in securities issued privately because it has avoided the expects that 50% of its portfolio may be invested in convertible
expense and delay involved in a public offering. Many securities purchased in private placements, but the percentage may
private placement securities are subject to the SEC's Rule be substantially greater or less than 50%, depending upon
144A, which permits them to be freely traded among qualified prevailing market conditions.
institutional buyers. These securities may therefore have a
liquid secondary market. We anticipate that substantially all of the private placements we
purchase will be subject to Rule 144A. Subject to procedures
approved by the Series' Board of Trustees, we may treat Rule 144A
securities as liquid and therefore not subject to the 15%
limitation on illiquid securities described below.

Repurchase agreements:: An agreement between a buyer, such Typically, we use repurchase agreements as a short-term investment
as the Series, and a seller of securities in which the for the Series' cash position. In order to enter into these
seller agrees to buy the securities back within a specified repurchase agreements, the Series must have collateral of at least
time at the same price the buyer paid for them, plus an 102% of the repurchase price. The Series will only enter into
amount equal to an agreed upon interest rate. Repurchase repurchase agreements in which the collateral is U.S. government
agreements are often viewed as equivalent to cash. securities.

Foreign securities, Eurodollar convertible securities and We may use foreign securities, Eurodollar convertible securities
depositary receipts or notes: Securities of foreign and depositary receipts to add diversification to the portfolio by
entities, including issuers located in emerging markets, permitting the Series to make investments outside the U.S. market.
issued directly or, in the case of depositary receipts,
through a bank. Such foreign securities may be traded on a
foreign exchange, or they may be in the form of depositary
receipts or notes, such as American Depositary Receipts
(ADRs), American Depositary Notes (ADNs), European
Depositary Receipts (EDRs), European Depositary Notes
(EDNs), Global Depositary Receipts (GDRs) or Global
Depositary Notes (GDNs). Depositary receipts and notes
represent a bank's holding of a stated number of shares of a
foreign corporation, which entitles the holder to all
dividends and capital gains earned by the underlying foreign
shares.

The Series may also invest in Eurodollar convertible
securities. Eurodollar convertible securities are
fixed-income securities that are denominated in U.S. dollars
and which are convertible into equity securities of that
issuer. These Eurodollar securities are payable outside of
the United States.

Illiquid securities: Securities that do not have a ready We may invest up to 15% of net assets in illiquid securities,
market, and cannot be easily sold within seven days at including repurchase agreements with maturities of over seven days.
approximately the price that a series has valued them.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Convertible Securities-3

<PAGE>

Convertible Securities Series (continued)

The Series may also invest in other securities including preferred and common
stock, warrants, U.S. government securities, non-convertible fixed-income
securities options, futures contracts and options on futures contracts and money
market securities. Please see the Statement of Additional Information for
additional descriptions on these securities as well as those listed in the
table.

Lending securities Convertible Securities Series may lend up to 25% of its
assets to qualified brokers, dealers and institutional investors for their use
in security transactions. These transactions will generate additional income for
the Series.

Temporary defensive positions For temporary defensive purposes, Convertible
Securities Series may hold all or a substantial portion of its assets in cash or
cash equivalents, U.S. government securities and investment grade corporate
bonds. To the extent it holds these securities, the Series may be unable to
achieve its investment objective.

Borrowing from banks Convertible Securities Series may borrow money as a
temporary measure for extraordinary purposes or to facilitate redemptions. To
the extent that it does so, the Series may be unable to meet its investment
objective. The Series will not borrow money in excess of one-third of the value
of its net assets.

Short sales against the box The Series may engage in short sales "against the
box." While a short sale is made by selling a security the Series does not own,
a short sale is "against the box" if the Series owns or has the right to obtain
securities identical to those sold short, at no added cost.

Portfolio turnover We anticipate that Convertible Securities Series' annual
portfolio turnover will be less than 100%. A turnover rate of 100% would occur
if the Series sold and replaced securities valued at 100% of its net assets
within one year.

Convertible Securities-4

<PAGE>

The risks of investing Investing in any mutual fund involves risk, including
in Convertible the risk that you may receive little or no return on
Securities Series your investment, and the risk that you may lose part or
all of the money you invest. Before you invest in the
Series you should carefully evaluate the risks. An
investment in the Series typically provides the best
results when held for a number of years. Following are
the chief risks you assume when investing in
Convertible Securities Series. Please see the Statement
of Additional Information for further discussion of
these risks and other risks not discussed here.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- ------------------------------------------------------------------------------------------------------------------------------------
Convertible Securities Series
-------------------------------------------------------------------
<S> <C>
Market risk is the risk that all or a majority of the We maintain a long-term investment approach and focus on securities
securities in a certain market--like the stock or bond we believe can continue to pay income and appreciate over an
market--will decline in value because of factors such as extended time frame regardless of interim market fluctuations. We
economic conditions, future expectations or investor do not try to predict overall stock market movements and though we
confidence. may hold securities for any period of time, we do not typically
trade for short-term purposes.

Industry and security risk is the risk that the value of We limit the amount of Convertible Securities Series' assets
securities in a particular industry or the value of an invested in any one industry and in any individual security. We
individual stock or bond will decline because of changing also follow a rigorous selection process before choosing securities
expectations for the performance of that industry or for the for the portfolio.
individual company issuing the security.

Credit risk The possibility that a security's issuer (or an This risk may be reduced because of the ability to convert these
entity that insures the security) will be unable to make securities into common stock.
timely payments of interest, dividends and principal.

Investing in securities rated below investment grade entails
greater risk of principal loss than associated with
investment grade bonds. It is likely that protracted periods
of economic uncertainty would cause increased volatility in
the market prices of non-investment grade securities and
corresponding volatility in the Series' net asset value.

Interest rate risk is the risk that securities, particularly We will monitor interest rate trends and their potential impact on
bonds with longer maturities, will decrease in value if the Series. Though convertible securities may be sensitive to
interest rates rise. interest rate movements, an individual security's link to the
underlying common stock may reduce that sensitivity.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Convertible Securities-5

<PAGE>

Convertible Securities Series (continued)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- ------------------------------------------------------------------------------------------------------------------------------------
Convertible Securities Series
-------------------------------------------------------------------
<S> <C>
Foreign risk is the risk that foreign securities may be Most of the foreign securities that we invest in are denominated in
adversely affected by political instability (including U.S. dollars.
governmental seizures or nationalization of assets), changes
in currency exchange rates, foreign economic conditions or
inadequate regulatory and accounting standards. Foreign
markets may also be less efficient, less liquid, have
greater price volatility, less regulation and higher
transaction costs than U.S. markets.

Liquidity risk is the possibility that securities cannot be We limit exposure to illiquid securities.
readily sold within seven days at approximately the price
that a series values them.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Investment manager The Series is managed by Delaware Management Company.
Delaware Management Company makes investment decisions
for the Series, manages the Series' business affairs and
provides daily administrative services. For its services
to the Series, the manager was paid 0.75% of average
daily net assets for the last fiscal year.

Portfolio manager Damon Andres has primary responsibility for making
day-to-day investment decisions for the Convertible
Securities Series.

Damon Andres, Vice President/Portfolio Manager, earned a
BS in Business Administration with an emphasis in
Finance and Accounting from the University of Richmond.
Prior to joining Delaware Investments in 1994, Mr.
Andres performed investment consulting services as a
Consulting Associate with Cambridge Associates, Inc. in
Arlington, Virginia. Mr. Andres has been managing the
Convertible Securities Series since February 1999.

Convertible Securities-6

<PAGE>

Who's who? The following describes the various organizations
involved with managing, administering, and servicing the
Series.

Investment manager
Delaware Management Company, One Commerce Square,
Philadelphia, PA 19103

Distributor
Delaware Distributors, L.P., 1818 Market Street,
Philadelphia, PA 19103

Shares of the Series are only sold to separate accounts
of insurance companies used in connection with variable
annuity or variable life products.

Custodian
The Chase Manhattan Bank, 4 Chase Metrotech Center,
Brooklyn, NY 11245

Convertible Securities-7
<PAGE>

Important information about the Series

Valuation of The price you pay for shares will depend on when we
shares receive your purchase order. If we or an authorized
agent receive your order before the close of regular
trading on the New York Stock Exchange (normally 4:00
p.m. Eastern Time) on a business day, you will pay that
day's closing share price which is based on the Series'
net asset value. If we receive your order after the
close of regular trading, you will pay the next business
day's price. A business day is any day that the New York
Stock Exchange is open for business. We reserve the
right to reject any purchase order.

Dividends, Dividends and capital gain distributions, if any, are
distributions and distributed annually.
taxes

We automatically reinvest all dividends and any capital
gains.

Please refer to the prospectus for the variable
insurance contract for additional tax information
relevant to such contracts.

Convertible Securities-8

<PAGE>

Financial highlights
<TABLE>
<CAPTION>
Convertible Securities Series
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Period 5/1/97(1)
The financial Year Ended 12/31 through
highlights table is 1999 1998 12/31/97
intended to help you -------------------------------------------------------------------------------------------------------
understand the Series' Net asset value, beginning of period $11.160 $11.660 $10.000
financial performance.
The total returns in the Income (loss) from investment operations
table represent the rate
that an investor would Net investment income 0.493 0.386 0.318
have earned or lost on
an investment in the Net realized and unrealized gain (loss) on investments 0.247 (0.511) 1.342
Series (assuming ------- ------- -------
reinvestment of all Total from investment operations 0.740 (0.125) 1.660
dividends and ------- ------- -------
distributions). All "per Less dividends and distributions
share" information
reflects financial results Dividends from net investment income (0.410) (0.305) none
for a single Series
share. This information Distributions from net realized gain on investments none (0.070) none
has been audited by ------- ------- -------
Ernst & Young LLP, Total dividends and distributions (0.410) (0.375) none
whose report, along ------- ------- -------
with the Series' Net asset value, end of period $11.490 $11.160 $11.660
financial statements, is ======= ======= =======
included in the Series' Total return(2) 6.97% (1.17%) 16.60%(3)
annual report, which is
available upon request Ratios and supplemental data
by calling
800.523.1918. Net assets, end of period (000 omitted) $9,637 $8,133 $3,921

Ratio of expenses to average net assets 0.83% 0.82% 0.80%

Ratio of expenses to average net assets prior to expense
limitation and expenses paid indirectly 0.83% 0.82% 2.30%

Ratio of net investment income to average net assets 4.64% 4.78% 5.68%

Ratio of net investment income to average net assets
prior to expense limitation and expenses
paid indirectly 4.64% 4.78% 4.18%

Portfolio turnover 35% 77% 209%
</TABLE>

(1) Date of commencement of operations; ratios have been annualized but total
return has not been annualized.
(2) Total return does not reflect expenses that apply to Separate Accounts or to
the related insurance policies and inclusion of these charges would reduce
total return figures for all periods shown.
(3) Total return reflects expense limitations in effect for the Series.

Convertible Securities-9

<PAGE>

Delaware Group Additional information about the Series' investments is
Premium Fund available in the Series' Annual and Semi-Annual Reports
to shareholders. In the Series' annual reports you will
find a discussion of the market conditions and
investment strategies that significantly affected the
Series' performance during the last fiscal period. You
can find more detailed information about the Series in
the current Statement of Additional Information (SAI),
which we have filed electronically with the Securities
and Exchange Commission (SEC) and which is legally a
part of this Prospectus. You may obtain a free copy of
the Statement of Additional Information by writing to us
at 1818 Market Street, Philadelphia, PA 19103, or call
toll-free 800.523.1918.

You can find reports and other information about the
Series on the EDGAR Database on the SEC web site
(http://www.sec.gov). You can also get copies of this
information, after payment of a duplicating fee, by
e-mailing the SEC at [email protected] or by writing to
the Public Reference Section of the SEC, Washington,
D.C. 20549-0102. Information about the Series, including
its Statement of Additional Information, can be reviewed
and copied at the SEC's Public Reference Room in
Washington, D.C. You can get information on the public
reference room by calling the SEC at 1.202.942.8090.

Investment Company Act File No. 811-5162

DELAWARE(SM)
INVESTMENTS
- ---------------------
Philadelphia o London

<PAGE>

DELAWARE(SM)
INVESTMENTS
- ---------------------
Philadelphia o London

Delaware Group
Premium Fund

Devon Series

Standard Class

1818 Market Street,
Philadelphia, PA 19103

Prospectus May 1, 2000

This Prospectus offers the Devon Series. The Series is in effect a separate fund
issuing its own shares. The shares of the Series are sold only to separate
accounts of life insurance companies (life companies). The separate accounts are
used in conjunction with variable annuity contracts and variable life insurance
policies (variable contracts). The separate accounts invest in shares of the
Series in accordance with allocation instructions received from contract owners.
The investment objective and principal policies of the Series are described in
this Prospectus.

Table of contents

.................................................................
Profile page 1
Devon Series 1
.................................................................
How we manage the Series page 2

Our investment strategies 2

The securities we typically invest in 2

The risks of investing in Devon Series 4

Investment manager 5

Portfolio managers 5

Fund administration (Who's who) 6

.................................................................
Important information about
the Series page 7

Share classes 7

Purchase and redemption of shares 7

Valuation of shares 7

Dividends, distributions and taxes 7
.................................................................
Financial highlights page 8
<PAGE>

Profile: Devon Series

What are the Series' goals?
Devon Series seeks current income and capital appreciation. Although the
Series will strive to achieve its goal, there is no assurance that it will.

What are the Series' main investment strategies? We invest primarily in
income-producing common stocks. We focus on common stocks that we believe have
the potential for above-average dividend increases over time.

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

Who should invest in the Series
o Investors with long-term financial goals.

o Investors seeking long-term capital appreciation.

o Investors seeking an investment primarily in common stocks.

Who should not invest in the Series
o Investors seeking an investment primarily in fixed-income securities.

o Investors with short-term financial goals.

o Investors who are unwilling to accept share prices that may fluctuate,
sometimes significantly over the short term.

How has Devon Series performed?
- --------------------------------------------------------------------------------
This bar chart and table can help you evaluate the risks of investing in Devon
Series. We show how returns for the Standard Class of Devon Series have varied
over the past two calendar years as well as average annual returns for one year
and since inception. The Series' past performance does not necessarily indicate
how it will perform in the future. The returns reflect applicable voluntary
expense caps. The returns would be lower without the voluntary caps. Moreover,
the performance presented does not reflect any separate account fees, which
would reduce the returns.

As of March 31, 2000, the Standard Class of Devon Series had a year-to-date
return of -3.14%. During the periods illustrated in this bar chart, the Class'
highest quarterly return was 20.81% for the quarter ended December 31, 1998 and
its lowest quarterly return was -12.09% for the quarter ended September 30,
1999.

Year-by-year total return

24.05% -10.13%
1998 1999

Average annual returns for periods ending 12/31/99

S&P 500
Devon Series Composite Stock
Standard Class Price Index

1 year -10.13% 21.03%

Since Inception (5/1/97) 14.00% 25.50%

The Series returns are compared to the performance of the S&P 500 Composite
Stock Price Index. The S&P 500 Composite Stock Price Index is an unmanaged index
of 500 widely held common stocks that is often used to represent performance of
the U.S. stock market. You should remember that unlike the Series, the index is
unmanaged and doesn't reflect the actual costs of operating a mutual fund, such
as the costs of buying, selling and holding securities.

Devon-1
<PAGE>

How we manage the Series

Devon Series

Our investment strategies

Devon Series is a total return fund but it invests the majority of its assets in
stocks. This Series has a dual objective of capital appreciation and current
income, but since it invests primarily in stocks, its shareholders should be
comfortable accepting fluctuations of principal.

We invest primarily in common stocks that we believe have the potential for
above-average dividend increases over time. Generally, at least 65% of the
Series' assets will be invested in dividend-paying stocks.

In selecting stocks for Devon Series, we consider factors such as how much the
stock's dividend has grown in the past, the frequency of the stock's prior
dividend increases, the company's potential for strong positive cash flow, and
the price/earnings ratio of the stock compared to other stocks in the market. We
avoid stocks that we think are overvalued.

Devon Series uses the same investment strategy as Delaware Devon Fund, a
separate fund in the Delaware Investments family, although performance may
differ depending on such factors as the size of the funds and the timing of
investments and redemptions.

The securities we Stocks offer investors the potential for capital
typically invest in appreciation, and may pay dividends as well.
<TABLE>
<CAPTION>
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Securities How we use them
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Devon Series
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<S> <C>
Common stocks: Securities that represent shares of ownership Generally, 90% to 100% of the Series' assets will be
in a corporation. Stockholders participate in the invested in common stocks. Under normal market conditions we
corporation's profits and losses, proportionate to the will invest at least 65% of total assets in dividend-paying
number of shares they own. stocks.

Convertible securities: Usually preferred stocks or Devon Series may invest in convertible securities; however,
corporate bonds that can be exchanged for a set number of we will not invest more than 5% of net assets in convertible
shares of common stock at a predetermined price. These debt securities that are rated below investment grade by an
securities offer higher appreciation potential than NRSRO or in securities that are unrated but deemed
nonconvertible bonds and greater income potential than equivalent to non-investment grade.
nonconvertible preferred stocks.

Repurchase agreements: An agreement between a buyer, such as Typically, we use repurchase agreements as a short-term
the Series, and a seller of securities in which the seller investment for the Series' cash position. In order to enter
agrees to buy the securities back within a specified time at into these repurchase agreements, the Series must have
the same price the buyer paid for them, plus an amount equal collateral of at least 102% of the repurchase price. The
to an agreed upon interest rate. Repurchase agreements are Series will only enter into repurchase agreements in which
often viewed as equivalent to cash. the collateral is U.S. government securities.
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</TABLE>
Devon-2
<PAGE>
<TABLE>
<CAPTION>
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Securities How we use them
- ------------------------------------------------------------------------------------------------------------------------------------
Devon Series
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<S> <C>
American Depositary Receipts (ADRs): Certificates issued by We may invest without limitation in ADRs.
a U.S. bank that represent the bank's holdings of a stated
number of shares of a foreign corporation. An ADR entitles
the holder to all dividends and capital gains earned by the
underlying foreign shares. ADRs are bought and sold the same
as U.S. securities.

Restricted and illiquid securities: Restricted securities We may invest up to 10% of net assets in illiquid
are privately placed securities whose resale is restricted securities. For this Series, the 10% limit includes
under securities law. restricted securities such as privately placed securities
that are eligible for resale only among certain
Illiquid securities are securities that do not have a ready institutional buyers without registration, which are
market, and cannot be easily sold within seven days at commonly known as "Rule 144A Securities" and repurchase
approximately the price that a series has valued them. agreements with maturities of over seven days.
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</TABLE>
Devon Series may also invest in other securities including real estate
investment trusts, rights and warrants to purchase common stock, fixed-income
securities, futures contracts and options. The Series may also invest directly
in foreign securities. Please see the Statement of Additional Information for
additional descriptions on these securities as well as those listed in the table
above.

Lending securities Devon Series may lend up to 25% of its assets to qualified
brokers, dealers and institutional investors for their use in security
transactions. These transactions will generate additional income for the Series.

Purchasing securities on a when-issued or delayed delivery basis Consistent with
its investment objective, the Series may invest in U.S. Government securities
and corporate debt obligations on a when-issued or delayed delivery basis; that
is, paying for securities before delivery or taking delivery at a later date.
These transactions involve commitments to buy a new issue with settlement up to
60 days later. During the time between the commitment and settlement, the Series
does not accrue interest, but the market value of the bonds may fluctuate. This
can result in the Series' share value increasing or decreasing. The Series will
designate cash or securities in amounts sufficient to cover its obligations, and
will value the designated assets daily.

Borrowing from banks Devon Series may borrow money as a temporary measure for
extraordinary purposes or to facilitate redemptions. To the extent that it does
so, the Series may be unable to meet its investment objective. The Series will
not borrow money in excess of one-third of the value of its net assets.

Temporary defensive positions For temporary defensive purposes, Devon Series may
hold a substantial portion of its assets in cash or cash equivalents. To the
extent it holds cash or cash equivalents, the Series may be unable to achieve
its investment objective.

Portfolio turnover We anticipate that Devon Series' annual portfolio turnover
will be greater than 100%. A turnover rate of 100% would occur if the Series
sold and replaced securities valued at 100% of its net assets within one year.
High turnover can result in increased transaction costs and tax liability.

Devon-3
<PAGE>

Devon Series (continued)

The risks of investing Investing in any mutual fund involves risk, including
in Devon Series the risk that you may receive little or no return on
your investment, and the risk that you may lose part or
all of the money you invest. Before you invest in the
Series you should carefully evaluate the risks. An
investment in the Series typically provides the best
results when held for a number of years. Following are
the chief risks you assume when investing in Devon
Series. Please see the Statement of Additional
Information for further discussion of these risks and
other risks not discussed here.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Risks How we strive to manage them
- ------------------------------------------------------------------------------------------------------------------------------------
Devon Series
-------------------------------------------------------------
<S> <C>
Market risk is the risk that all or a majority of the We maintain a long-term investment approach and focus on
securities in a certain market--like the stock or bond stocks we believe can appreciate over an extended time frame
market--will decline in value because of factors such as regardless of interim market fluctuations. We do not try to
economic conditions, future expectations or investor predict overall stock market movements and generally do not
confidence. trade for short-term purposes.

Industry and security risk is the risk that the value of We limit the amount of Devon Series' assets invested in any
securities in a particular industry or the value of an one industry and in any individual security. We also follow
individual stock or bond will decline because of changing a rigorous selection process before choosing securities for
expectations for the performance of that industry or for the the portfolio.
individual company issuing the stock or bond.

Foreign risk is the risk that foreign securities may be We typically invest only a small portion of Devon Series'
adversely affected by political instability (including portfolio in foreign securities. When we do purchase foreign
governmental seizures or nationalization of assets), changes securities, they are often denominated in U.S. dollars. We
in currency exchange rates, foreign economic conditions or also tend to avoid markets where we believe accounting
inadequate regulatory and accounting standards. Foreign principles or the regulatory structure are underdeveloped.
markets may also be less efficient, less liquid, have
greater price volatility, less regulation and higher
transaction costs than U.S. markets.

Investment manager The Series is managed by Delaware Management Company.
Delaware Management Company makes investment decisions for
the Series, manages the Series' business affairs and
provides daily administrative services. For its services to
the Series, the manager was paid 0.63% of average daily net
assets for the last fiscal year.

Portfolio managers Frank X. Morris has primary responsibility for making
day-to-day investment decisions for the Devon Series. In
making investment decisions for the Series, Mr. Morris
regularly consults with Michael S. Morris.

Frank X. Morris, Vice President/Senior Portfolio Manager,
holds a bachelor's degree in finance from Providence College
in Rhode Island and an MBA from Widener University in
Pennsylvania. Mr. Morris has been managing institutional
equity portfolios at Delaware Investments since 1997. He has
17 years of investment management experience. He came to
Delaware Investments from PNC Asset Management where he
served as a securities analyst from 1983 to 1991 and
portfolio manager from 1991 to 1994. He was subsequently
named Director of Equity Research at PNC. He is a past
president of the Philadelphia Society of Financial Analysts.
Mr. Morris has been a member of Devon Series' management
team since March 1999.

Michael S. Morris, Assistant Vice President/Equity Analyst,
holds a BS from Indiana University with a major in finance.
Previously he served as equity analyst at Walnut Asset
Management where he covered a variety of industries. He has
also worked at Pilgrim Baxter as a Senior Research Analyst
covering financials and began his career at The State
Teachers Retirement System of Ohio. Mr. Morris is a CFA
charterholder.

Devon-5
<PAGE>