<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:__________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
/X/ Filed by the Registrant
/_/ Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
VOYAGEUR INVESTMENT TRUST
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
/_/ Fee paid previously with preliminary proxy materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:__________________________
2. Form, Schedule or Registration Statement No.:____
3. Filing Party:____________________________________
4. Date Filed:______________________________________
<PAGE>
[LOGO OF DELAWARE INVESTMENTS]
October 20, 1998
Dear Shareholder:
A Joint Meeting of Shareholders of selected closed-end and open-end funds
within the Delaware Investments family of funds is being held in Philadelphia
on December 4, 1998. We ask that you take the time to review the enclosed proxy
statement and provide us with your vote on the important issues affecting your
fund.
The enclosed proxy statement describes eight separate proposals that affect
some or all of the funds. In addition to the election of Board members and
ratification of the selection of auditors, the proposals include a change in
investment objectives to non-fundamental and a change in certain funds'
diversification classification. Also, new standardized fundamental investment
restrictions are proposed for the funds and the current restrictions are
proposed to be made non-fundamental. These changes will allow the Boards to
modify the objectives and non-fundamental restrictions in the future without
the delay and expense of conducting a shareholder meeting. Also, shareholders
are asked to approve new investment management agreements for certain funds,
some of which contain fee increases and some of which contain potential fee
decreases. Finally, two funds are proposed to be reorganized into Maryland
corporations and one fund is proposed to be liquidated and dissolved.
We realize that this proxy statement will take time to review, but your vote is
very important. Please familiarize yourself with the proposals presented and
mark, sign and return your proxy card (or cards) in the enclosed postage-paid
envelope. You may also call toll-free to vote by telephone, or you may vote
using the Internet. The insert accompanying this Proxy Statement describes how
to vote using these methods.
If we do not receive your completed proxy card(s) after several weeks, you may
be contacted by our proxy solicitor, Shareholder Communications Corporation,
who will remind you to vote your shares and will review with you the various
ways in which you can register your vote.
Thank you for taking this matter seriously and participating in this important
process.
Sincerely,
[Signature of Wayne A. Stork] [Signature of Jeffrey J. Nick]
Wayne A. Stork, Chairman Jeffrey J. Nick, President and Chief
Executive Officer
PX-4096
<PAGE>
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT
We encourage you to read the attached proxy statement in full; however, the
following addresses some typical questions that shareholders might have
regarding this proxy statement.
Q: WHY IS DELAWARE INVESTMENTS SENDING ME THIS PROXY STATEMENT?
Investment companies are required to obtain shareholders' votes for certain
types of action. As a shareholder, you have a right to vote on certain major
policy decisions, such as those included here.
Q: WHAT ARE THE ISSUES CONTAINED IN THIS PROXY STATEMENT?
There are eight different proposals presented here and they are outlined in
the Notice at the beginning of the proxy statement. The Notice describes which
proposals apply to which Funds.
Q: HOW WOULD THE BROAD-BASED PROPOSALS AFFECT ME AS A FUND SHAREHOLDER?
. CHANGING A FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE TO NON-FUNDAMENTAL would
allow the Board, without additional shareholder approval, to make future
adjustments to the investment objective to give greater flexibility to
respond to market, regulatory or industry changes. Approval of these
reclassifications would not alter any fund's current investment objective.
. CHANGING A FUNDAMENTAL POLICY TO PERMIT THE INVESTMENTS OF FIVE STATE-
SPECIFIC TAX-FREE FUNDS to be non-diversified would give greater
flexibility in selecting appropriate investments from a smaller universe of
available choices.
. ADOPTING A STANDARDIZED LIST OF FUNDAMENTAL INVESTMENT RESTRICTIONS ACROSS
ALL FUNDS would help provide operational efficiencies and make it easier to
monitor compliance with these restrictions.
. CONVERTING ALL EXISTING INVESTMENT RESTRICTIONS TO NON-FUNDAMENTAL would
allow the Board to analyze and approve changes to each fund's existing
investment restrictions, without additional shareholder approval, to
further the goal of standardization of investment restrictions.
. APPROVAL OF THE PROPOSED FEE INCREASES OR POTENTIAL FEE DECREASES for open-
end funds, and fee breakpoints for all such funds, would ensure management
fee levels that will enable the funds to continue to receive high quality
investment management services.
. APPROVAL OF NEW STANDARDIZED INVESTMENT MANAGEMENT AGREEMENTS for each fund
would help provide operational efficiencies.
Q: HOW WOULD THE REORGANIZATION OF CERTAIN FUNDS AFFECT SHAREHOLDERS?
THE REORGANIZATION OF CERTAIN FUNDS FROM MASSACHUSETTS BUSINESS TRUSTS INTO
CORRESPONDING MARYLAND CORPORATIONS would provide both consistency across the
Delaware Investments fund family and flexibility of fund operations.
i
<PAGE>
Q: HOW WOULD THE LIQUIDATION OF THE U.S. GOVERNMENT MONEY FUND AFFECT ME AS A
FUND SHAREHOLDER?
Shareholders of the U.S. Government Money Fund would receive a payment in
connection with the liquidation equal to their proportionate interest in the
Fund. Because the Fund operates as a money market fund, it is not anticipated
that the liquidation would cause shareholders any significant adverse tax
consequences.
Q: HOW DO THE BOARD MEMBERS FOR MY FUND RECOMMEND THAT I VOTE?
The Board members for all the funds recommend that you vote in favor of, or
FOR, all of the proposals described above.
Q: WHOM DO I CALL FOR MORE INFORMATION ON HOW TO PLACE MY VOTE?
Please call your fund at 1-800-523-1918 or call Shareholder Communications at
1-800-858-0073 for additional information on how to place your vote.
PLEASE VOTE
YOUR VOTE IS IMPORTANT
ii
<PAGE>
1818 MARKET STREET
PHILADELPHIA, PA 19103
[LOGO OF DELAWARE INVESTMENT]
COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL/SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 4, 1998
To the Shareholders of:
Closed-End Funds Open-End Funds
DELAWARE GROUP DIVIDEND AND INCOME DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUND, INC. FUNDS, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND U.S. Government Money Fund
INCOME FUND, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME VOYAGEUR INVESTMENT TRUST
FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL Delaware-Voyageur Tax-Free California
INCOME FUND, INC. Insured Fund
VOYAGEUR FLORIDA INSURED MUNICIPAL Delaware-Voyageur Tax-Free Florida
INCOME FUND Fund
VOYAGEUR MINNESOTA MUNICIPAL INCOME Delaware-Voyageur Tax-Free Florida
FUND, INC. Insured Fund
VOYAGEUR MINNESOTA MUNICIPAL INCOME Delaware-Voyageur Tax-Free Kansas
FUND II, INC. Fund
VOYAGEUR MINNESOTA MUNICIPAL INCOME Delaware-Voyageur Tax-Free Missouri
FUND III, INC. Insured Fund
Delaware-Voyageur Tax-Free New Mexico
Fund
Delaware-Voyageur Tax-Free Oregon
Insured Fund
Delaware-Voyageur Tax-Free Utah Fund
Delaware-Voyageur Tax-Free Washington
Insured Fund
This is your official Notice that a Joint Annual/Special Meeting of
Shareholders of each closed-end and open-end registered investment company
within the Delaware Investments family listed in boldfaced type above (each a
"Company") will be held on Friday, December 4, 1998 at 10:00 a.m. at the Union
League, 140 South Broad Street, Philadelphia, Pennsylvania. The meeting for
the U.S. Government Money Fund series of Delaware Group Limited- Term
Government Funds, Inc. will be a Special Meeting; all other Companies will
hold Annual Meetings. Each closed-end investment company ("Closed-End Fund")
and each separate fund within each open-end investment company ("Open-End
Fund"), may be referred to as a "Fund." The purpose of the Meeting is to
consider and act upon the following Proposals and Sub-Proposals that apply
either to particular Companies or Funds, and to transact any other business
that properly comes before the meeting and any adjournments thereof.
<TABLE>
<S> <C>
PROPOSAL ONE: TO ELECT A
BOARD OF DIRECTORS OR
TRUSTEES FOR THE COMPANY... Applies to all Companies except:
------
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
U.S. Government Money Fund
PROPOSAL TWO: TO APPROVE
THE RECLASSIFICATION OF THE
FUND'S INVESTMENT OBJECTIVE
FROM FUNDAMENTAL TO NON-
FUNDAMENTAL................ Applies to all Funds except:
------
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
U.S. Government Money Fund
PROPOSAL THREE: TO APPROVE
A CHANGE IN THE FUND'S
FUNDAMENTAL POLICY
CONCERNING DIVERSIFICATION
OF INVESTMENTS............. Applies only to the following Funds:
----
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR INVESTMENT TRUST
Delaware-Voyageur Tax-Free California Insured Fund
Delaware-Voyageur Tax-Free Florida Insured Fund
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
PROPOSAL FOUR: TO APPROVE
STANDARDIZED
FUNDAMENTAL INVESTMENT
RESTRICTIONS FOR THE
FUND (INCLUDES SEVEN SUB-
PROPOSALS)................. Each Sub-Proposal applies to all Funds except:
4A: INDUSTRY CONCENTRATION ------
4B: BORROWING MONEY AND DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
ISSUING SENIOR U.S. Government Money Fund
SECURITIES
</TABLE>
4C: UNDERWRITING OF SECURITIES
4D: INVESTING IN REAL ESTATE
4E: INVESTING IN COMMODITIES
4F: MAKING LOANS
4G: RECLASSIFICATION OF ALL CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS AS
NON-FUNDAMENTAL
<TABLE>
<S> <C>
PROPOSAL FIVE: TO APPROVE
NEW INVESTMENT
MANAGEMENT AND SUB-
ADVISORY AGREEMENTS
FOR THE FUND (INCLUDES TWO
SUB-PROPOSALS)
5A: INVESTMENT MANAGEMENT Sub-Proposal applies to all Funds except:
AGREEMENT............... ------
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
U.S. Government Money Fund
Sub-Proposal applies only to the following Fund:
5B: SUB-ADVISORY ----
AGREEMENT............... DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
PROPOSAL SIX: TO RATIFY
THE SELECTION OF Applies to all Companies except:
ERNST & YOUNG LLP AS ------
INDEPENDENT AUDITORS DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
FOR THE COMPANY........... U.S. Government Money Fund
Applies only to the following Companies:
PROPOSAL SEVEN: TO APPROVE ----
THE REORGANIZATION OF THE VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
COMPANY FROM A VOYAGEUR INVESTMENT TRUST
MASSACHUSETTS BUSINESS Delaware-Voyageur Tax-Free California Insured Fund
TRUST INTO A MARYLAND Delaware-Voyageur Tax-Free Florida Fund
CORPORATION............... Delaware-Voyageur Tax-Free Florida Insured Fund
Delaware-Voyageur Tax-Free Kansas Fund
Delaware-Voyageur Tax-Free Missouri Insured Fund
Delaware-Voyageur Tax-Free New Mexico Fund
Delaware-Voyageur Tax-Free Oregon Insured Fund
Delaware-Voyageur Tax-Free Utah Fund
Delaware-Voyageur Tax-Free Washington Insured Fund
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
PROPOSAL EIGHT: TO APPROVE
A PLAN OF LIQUIDATION AND
DISSOLUTION FOR THE U.S.
GOVERNMENT MONEY FUND
SERIES OF DELAWARE GROUP Applies only to the following Fund:
LIMITED-TERM GOVERNMENT ----
FUNDS, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
U.S. Government Money Fund
</TABLE>
Please note that a separate vote is required for each Proposal or Sub-Proposal
that applies to your Company or Fund. PLEASE VOTE YOUR PROXY PROMPTLY TO AVOID
THE NEED FOR FURTHER MAILINGS. YOUR VOTE IS IMPORTANT.
[Signature of Wayne A. Stork] [Signature of Jeffrey J. Nick]
Wayne A. Stork Jeffrey J. Nick
Chairman
President and Chief Executive
Officer
iii
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
NOTICE OF JOINT ANNUAL/SPECIAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
Proposal One: To Elect a Board of Directors or Trustees for the Company 3
Proposal Two: To Approve the Reclassification of the Fund's Investment Objective from Fundamental to Non-Fundamental 7
Proposal Three: To Approve a Change in the Fund's Fundamental Policy Concerning
Diversification of Investments 8
Proposal Four: To Approve Standardized Fundamental Investment Restrictions for the Fund
(Includes Seven Sub-Proposals) 9
4a: Industry Concentration 10
4b: Borrowing Money and Issuing Senior Securities 11
4c: Underwriting of Securities 13
4d: Investmenting in Real Estate 14
4e: Investing in Commodities 14
4f: Making Loans 15
4g: Reclassification of all Current Fundamental Investment Restrictions as Non-Fundamental 15
Proposal Five: To Approve New Investment Management and Sub-Advisory Agreements for the Fund (Includes two Sub-
Proposals) 16
5a: Investment Management Agreement 16
5b: Sub-Advisory Agreement 16
Proposal Six: To Ratify the Selection of Ernst & Young LLP as Independent Auditors for the Company 24
Proposal Seven: To Approve the Reorganization of the Company from a Massachusetts Business Trust into a Maryland
Corporation 24
Proposal Eight: To Approve a Plan of Liquidation and Dissolution for the U.S. Government Money Fund series of Delaware
Group Limited-Term Government Funds, Inc. 30
EXHIBITS
Exhibit A: Outstanding Shares as of Record Dates A-1
Exhibit B: Shareholders Owning 5% or More of a Fund B-1
Exhibit C: Years That Directors or Trustees First Took Office C-1
Exhibit D: Executive Officers of the Companies D-1
Exhibit E: Shareholdings by Directors or Trustees and Nominees in the Delaware
Investments Funds as of July 31, 1998 E-1
Exhibit F: Lists of Current Fundamental Investment Restrictions F-1
Exhibit G: Information Relating to Investment Management and
Sub-Advisory Agreements G-1
Exhibit H: Actual and Hypothetical Expense Tables H-1
Exhibit I: Similar Funds Managed by DMC I-1
Exhibit J: Form of Investment Management Agreement J-1
Exhibit K: Form of Sub-Advisory Agreement K-1
Exhibit L: Form of Agreements and Plans of Reorganization L-1
Voyageur Investment Trust L-1
Voyageur Florida Insured Municipal Income Fund L-6
Exhibit M: Differences in Legal Structures M-1
Exhibit N: Form of Plan of Liquidation and Dissolution N-1
</TABLE>
<PAGE>
1818 MARKET STREET
PHILADELPHIA, PA 19103
1-800-523-1918
[LOGO OF DELAWARE INVESTMENTS]
PROXY STATEMENT
JOINT ANNUAL/SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 4, 1998
MEETING INFORMATION. The Board of Directors or Trustees (hereafter referred to
as the "Board of Directors") of each closed-end and open-end registered
investment company within the Delaware Investments family listed on the
accompanying Notice (each a "Company") is soliciting your proxy to be voted at
the Joint Annual/Special Meeting of Shareholders to be held on Friday,
December 4, 1998 at 10:00 a.m. at the Union League, 140 South Broad Street,
Philadelphia, Pennsylvania or any adjournments of the meeting (hereafter, the
"Meeting"). The Meeting for the U.S. Government Money Fund series of Delaware
Group Limited-Term Government Funds, Inc. will be a Special Meeting; all other
Companies will hold Annual Meetings.
PURPOSE OF MEETING. The purpose of the Meeting is to consider a number of
Proposals and Sub-Proposals that either apply to a particular Company, to the
individual closed-end investment companies (each a "Closed-End Fund"), or to
the individual funds within each open-end investment company (each an "Open-
End Fund"). Each Closed-End Fund or Open-End Fund may be referred to as a
"Fund." The Proposals and Sub-Proposals, as well as the Companies or Funds to
which they apply, are listed in the accompanying Notice.
THE BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN AND RETURN THE PROXY CARD
(OR CARDS) INCLUDED WITH THIS PROXY STATEMENT, OR USE ONE OF THE OTHER VOTING
METHODS DESCRIBED IN THE INSERT ACCOMPANYING THIS PROXY STATEMENT, WHETHER OR
NOT YOU INTEND TO BE PRESENT AT THE MEETING. IT IS IMPORTANT THAT YOU RETURN
THE SIGNED PROXY CARD(S) OR USE ONE OF THE OTHER VOTING METHODS DESCRIBED IN
THE INSERT ACCOMPANYING THIS PROXY STATEMENT, PROMPTLY TO HELP ASSURE A QUORUM
FOR THE MEETING.
GENERAL VOTING INFORMATION. The persons designated on the Proxy Card as
proxies will vote your shares as you instruct on each Proxy Card. If your
signed Proxy Card is returned without any voting instructions, your shares
will be voted "FOR" each of the nominees for election as Director and "FOR"
each other Proposal concerning your Company or Fund. The persons designated as
proxies will also be authorized to vote in their discretion on any other
matters which may come before the Meeting. If you sign and return a Proxy
Card, you may still attend the Meeting to vote your shares in person. If your
shares are held of record by a broker-dealer and you wish to vote in person at
the Meeting, you should obtain a Legal Proxy from your broker of record and
present it at the Meeting. You may also revoke your proxy at any time before
the Meeting: (i) by notifying Delaware Investments in writing; (ii) by
submitting a later signed Proxy Card; or (iii) by voting your shares in person
at the Meeting.
Each shareholder may cast one vote for each full share and a partial vote for
each partial share of a Fund or Company that they own on the record date,
which is September 7, 1998 for some Funds or Companies and October 6, 1998 for
others, as shown in Exhibit A to this Proxy Statement. Exhibit A also shows
the number of shares of each Fund and Company that were outstanding on the
record date and Exhibit B lists the shareholders who own 5% or more of each
Fund. It is expected that this Proxy Statement and the accompanying Proxy
Card(s) will be mailed to shareholders of record on or about October 20, 1998.
<PAGE>
This proxy solicitation is being made largely by mail, but may also be made by
officers or employees of the Companies or their investment managers or
affiliates, through telephone, facsimile, oral or other communications.
Shareholders may provide proxy instructions by returning their Proxy Card by
mail or fax and may also communicate proxy instructions through the internet
or by telephone via touch-tone voting. Delaware Management Company ("DMC"),
the investment manager for the Funds, on behalf of itself and the Companies,
has engaged Shareholder Communications Corporation ("SCC") to assist in the
solicitation. The estimated cost of engaging SCC, which will be shared by DMC
and the Companies, is set forth below:
Closed-End Funds
<TABLE>
<CAPTION>
RANGE
------------------
<S> <C>
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.......... $14,100 to $17,700
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. . $ 6,300 to $ 7,900
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. ......... $ 2,300 to $ 2,900
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
..................................................... $ 3,800 to $ 4,700
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND........ $ 1,900 to $ 2,400
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. ....... $ 2,100 to $ 2,600
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. .... $ 5,600 to $ 7,000
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. ... $ 1,300 to $ 1,700
Open-End-Funds
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
U.S. Government Money Fund........................... $ 800 to $ 1,000
VOYAGEUR INVESTMENT TRUST............................. $17,300 to $21,600
</TABLE>
VOTES REQUIRED TO APPROVE EACH PROPOSAL OR SUB-PROPOSAL. Three Proposals
within this Proxy Statement affect all shareholders of a Company as a whole,
regardless of whether the Company is an Open-End Fund consisting of a number
of individual Funds or a Closed-End Fund having both preferred and common
shareholders. These Proposals are the election of Directors, the ratification
of the selection of the independent auditors and, for certain Companies, the
reorganization to a Maryland corporation. All shareholders of the Company vote
together on these Proposals with one exception. That is that the holders of
preferred shares of the Closed-End Funds that were previously part of the
Voyageur family of funds ("Voyageur Closed-End Funds") have the right to
separately elect two Directors, as well as the right to vote for the remaining
Directors together with the common shares.
The remaining Proposals or Sub-Proposals contained in this Proxy Statement
only affect particular Funds and, therefore, only shareholders of those Funds
are permitted to vote on those Proposals or Sub-Proposals. The amount of votes
of a Company or Fund (or Classes thereof) that are needed to approve the
different Proposals or Sub-Proposals varies. The voting requirements are
described within each Proposal or Sub-Proposal.
Abstentions and broker non-votes will be included for purposes of determining
whether a quorum is present at the Meeting. They will be treated as votes
present at the Meeting, but will not be treated as votes cast. They therefore
would have no effect on Proposals which require a plurality or majority of
votes cast for approval, but would have the same effect as a vote "AGAINST" on
Proposals requiring a majority of votes present or a majority of outstanding
voting securities for approval. (These different voting standards are
explained in the various Proposals.) DMC will reimburse banks, brokers or
dealers for their reasonable expenses in forwarding soliciting materials to
shareholders.
Each Fund's most recent Annual Report and Semi-Annual Report to Shareholders
were previously mailed to shareholders. Copies of these reports are available
upon request, without charge, by writing or calling the Funds at the address
and telephone number shown on the top of the previous page of the Proxy
Statement.
2
<PAGE>
PROPOSAL ONE: TO ELECT A BOARD OF DIRECTORS OR TRUSTEES FOR THE COMPANY
This Proposal applies to all Companies except Delaware Group Limited-Term
------
Government Funds, Inc.
You are being asked to vote to re-elect each of the following current members
of the Board of Directors for your Company. The nominees are: Wayne A. Stork,
Jeffrey J. Nick, Walter P. Babich, Anthony D. Knerr, Ann R. Leven, W. Thacher
Longstreth, Thomas F. Madison and Charles E. Peck. In addition, shareholders
of Delaware Group Dividend and Income Fund, Inc. and Delaware Group Global
Dividend and Income Fund, Inc. are being asked to re-elect John H. Durham, who
is also a current member of the Boards of Directors of those Companies. Mr.
Durham is not currently a member of the Board of Voyageur Investment Trust or
any of the Voyageur Closed-End Funds and is not a nominee for the Boards of
those Companies.
The Voyageur Closed-End Funds each issue shares of common stock and shares of
preferred stock. The governing documents of such Funds provide that the
holders of preferred shares of each Fund are entitled to elect two of the
Fund's Directors, and the remaining Directors are to be elected by the holders
of the preferred shares and common shares voting together. The nominees for
Directors to be voted on separately by the preferred shareholders of such
Funds are Thomas F. Madison and W. Thacher Longstreth. The remaining nominees
shall be elected by holders of preferred shares and common shares of each
Fund, voting together.
If elected, these persons will serve as Directors until the next Annual or
Special Meeting of Shareholders called for the purpose of electing Directors,
and until their successors have been elected and qualify for office. It is not
expected that any nominee will withdraw or become unavailable for election,
but in such a case, the power given by you in the Proxy Card may be used to
vote for a substitute nominee or nominees as recommended by the existing
Boards of Directors.
DIRECTORS AND NOMINEES. Presented below is information about the age, position
with the Companies, principal occupation and past business experience of each
current Director and nominee. Exhibit C lists the year in which each
individual became a Director of each Company.
WAYNE A. STORK* (61), Chairman and Director and/or Trustee of each of the 34
investment companies in the Delaware Investments family and Delaware Capital
Management, Inc.; Chairman, President, Chief Executive Officer and Director of
DMH Corp., Delaware Distributors, Inc. and Founders Holdings, Inc.; Chairman,
President, Chief Executive Officer, Chief Investment Officer and
Director/Trustee of Delaware Management Company, Inc. and Delaware Management
Business Trust; Chairman, President, Chief Executive Officer and Chief
Investment Officer of Delaware Management Company (a series of Delaware
Management Business Trust); Chairman, Chief Executive Officer and Chief
Investment Officer of Delaware Investment Advisers (a series of Delaware
Management Business Trust); Chairman, Chief Executive Officer and Director of
Delaware International Advisers Ltd., Delaware International Holdings Ltd. and
Delaware Management Holdings, Inc.; President and Chief Executive Officer of
Delvoy, Inc.; Chairman of Delaware Distributors, L.P.; Director of Delaware
Service Company, Inc. and Retirement Financial Services, Inc. During the past
five years, Mr. Stork has served in various executive capacities at different
times within the Delaware Investments organization.
JEFFREY J. NICK* (45), President, Chief Executive Officer and Director and/or
Trustee of each of the 34 investment companies in the Delaware Investments
family; President and Director of Delaware Management Holdings, Inc., 1997 to
present; President, Chief Executive Officer and Director of Lincoln National
Investment Companies, Inc., 1996 to present; Director of Delaware
International Advisers Ltd., 1998 to present; Director of Vantage Global
Advisors, Inc., 1996 to present; Director of Lynch & Mayer Inc. (investment
adviser), 1997 to present; Managing Director of Lincoln National UK plc, 1992-
1996; Senior Vice President of Lincoln National Corporation responsible for
corporate planning and development, 1989-1992.
WALTER P. BABICH (71), Director and/or Trustee of each of the 34 investment
companies in the Delaware Investments family; Board Chairman of Citadel
Constructors, Inc. (commercial building construction), 1988 to present;
Partner of I&L Investors, 1988-1991; Partner of Irwin & Leighton Partnership
(building construction), 1986-1988.
- --------
* This nominee is considered to be an "interested person" of each Company, as
that term is defined in the Investment Company Act of 1940, as amended,
because he is affiliated with the investment manager of the Companies and
distributor of the Open-End Funds.
3
<PAGE>
JOHN H. DURHAM (61), Director and/or Trustee of 19 investment companies in the
Delaware Investments family. Consultant to Delaware Investments, 1991-1997;
Partner of Complete Care Services, 1995 to present; Chairman of the Board of
each investment company in the Delaware Investments family from 1986 to 1991;
Director Emeritus from 1995 through 1998, at which time he was reappointed to
the Boards; President of each company from 1977 to 1990; and Chief Executive
Officer of each company from 1984 to 1990. Prior to 1992, with respect to
Delaware Management Holdings, Inc., Delaware Management Company, Delaware
Distributors, Inc. and Delaware Service Company, Inc., Mr. Durham served as a
director and in various executive capacities at different times within the
Delaware Investments organization.
ANTHONY D. KNERR (59), Director and/or Trustee of each of the 34 investment
companies in the Delaware Investments family; Founder and Managing Director,
Anthony Knerr & Associates (strategic consulting company to major non-profit
institutions and organizations), 1991 to present; Founder and Chairman of the
Publishing Group, Inc. 1988-1990; Executive Vice President/Finance and
Treasurer of Columbia University, 1982-1988; Lecturer of English at Columbia
University, 1987-1989.
ANN R. LEVEN (57), Director and/or Trustee of each of the 34 investment
companies in the Delaware Investments family; Treasurer, National Gallery of
Art, 1994 to present; Director of four investment companies sponsored by
Acquila Management Corporation, 1985 to February, 1998; Deputy Treasurer of
the National Gallery of Art, 1990 to 1994; Treasurer and Chief Fiscal Officer
of the Smithsonian Institution, 1984-1990; Adjunct Professor at Columbia
Business School, 1975-1992.
W. THACHER LONGSTRETH (77), Director and/or Trustee of each of the 34
investment companies in the Delaware Investments family; Philadelphia City
Councilman, 1984 to present; Consultant, Packard Press, 1988 to present;
Senior Partner, MLW Associates (business consulting), 1983 to present;
Director, Healthcare Services Group, 1983 to present; Director Emeritus, Tasty
Baking Company, 1991 to present; Director, MicroLeague Micromedia, Inc.
(computer game publisher), 1996 to present; Director, Tasty Baking Company,
1968-1991; Vice Chairman, The Winchell Company (financial printing), 1983-
1988.
THOMAS F. MADISON (62), Director and/or Trustee of each of the 34 investment
companies in the Delaware Investments family; President and Chief Executive
Officer of MLM Partners, Inc., 1993 to present; Chairman of the Board of
Communications Holdings, Inc., 1996 to present; Vice Chairman--Office of the
CEO of The Minnesota Mutual Life Insurance Company, February to September,
1994; Director of Valmont Industries (irrigation systems and steel
manufacturing), 1987 to present; Director of Eltrax Systems, Inc. (data
communications integration), 1993 to present; Director of Minnegasco, Span
Link Communications (software), 1995 to present; Director of ACI Telecentrics
(outbound telemarketing and telecommunications), 1997 to present; Director of
Aon Risk Services, 1996 to present; Director of Digital River, 1997 to
present.
CHARLES E. PECK (72), Director and/or Trustee of each of the 34 investment
companies in the Delaware Investments family; Retired; Secretary/Treasurer,
Enterprise Homes, Inc., 1992 to present; Chairman and Chief Executive Officer
of The Ryland Group, Inc., 1981 to 1990.
BOARD AND COMMITTEE MEETINGS. During the twelve months ended September 30,
1998, each Company held seven Board Meetings.
Each Board of Directors has an Audit Committee for the purpose of meeting, at
least annually, with the Company's independent auditors and officers to
oversee the quality of financial reporting and the internal controls of the
Company, and for such purposes as the Board of Directors may from time to time
direct. The Audit Committee of each Company consists of the following four
Directors appointed by the Board, all of whom are considered to be independent
because they are not "interested persons" as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"): Ann R. Leven, Chairperson, Walter P.
Babich, Anthony
4
<PAGE>
D. Knerr and Thomas F. Madison. Members of the Audit Committee serve for three
years or until their successors have been appointed and qualified. The Audit
Committee held six meetings for each Company during the twelve months ended
September 30, 1998.
The Board also has a Nominating Committee, which meets for the purpose of
proposing nominees to serve as Directors. Nominees are considered by the full
Board and, when appropriate, by shareholders at annual or special shareholders
meetings. The Nominating Committee of each Company consists of the following
three Directors appointed by the Boards, two of whom are considered to be
independent Directors: Wayne A. Stork, Anthony D. Knerr and W. Thacher
Longstreth. This Committee met once during the past year for the purpose of
determining the proposed list of nominees for this Meeting. The selection and
nomination of the independent Director nominees is committed to the discretion
of the present independent Directors. The Nominating Committee will consider
suggestions for Board nominations from shareholders. Shareholders who wish to
suggest candidates for nomination to the Boards of Directors at any future
annual meeting should identify the candidate and furnish a written statement
of the person's qualifications to the Nominating Committee at the principal
executive offices of the Companies.
BOARD COMPENSATION. Each independent Director receives compensation from each
Company of which he/she is a member of the Board of Directors. The interested
Directors are compensated by the investment manager and do not receive
compensation from the Companies. The following table identifies the amount
each Director received from each Company during its last fiscal year.
<TABLE>
<CAPTION>
WAYNE A. JEFFREY J. WALTER P. JOHN H. ANTHONY D. ANN R. W. THACHER THOMAS F. CHARLES E.
COMPANY NAME STORK NICK BABICH DURHAM /1/ KNERR LEVEN LONGSTRETH MADISON /2/ PECK
------------ -------- ---------- --------- ---------- ---------- ------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Delaware Group Dividend
and Income Fund, Inc... None None $ 1,654 N/A $ 1,654 $ 1,671 $ 1,582 $ 818 $ 1,486
Delaware Group Global
Dividend and Income
Fund, Inc.............. None None $ 1,304 N/A $ 1,304 $ 1,312 $ 1,271 $ 635 $ 1,175
Voyageur Arizona
Municipal Income Fund,
Inc.................... None None $ 818 N/A $ 818 $ 822 $ 801 $ 801 $ 706
Voyageur Colorado
Insured Municipal
Income Fund, Inc....... None None $ 911 N/A $ 911 $ 917 $ 884 $ 884 $ 789
Voyageur Florida Insured
Municipal Income Fund.. None None $ 789 N/A $ 789 $ 792 $ 776 $ 776 $ 680
Voyageur Minnesota
Municipal Income Fund,
Inc.................... None None $ 796 N/A $ 796 $ 799 $ 782 $ 782 $ 687
Voyageur Minnesota
Municipal Income Fund
II, Inc................ None None $ 1,033 N/A $ 1,033 $ 1,042 $ 993 $ 993 $ 897
Voyageur Minnesota
Municipal Income Fund
III, Inc............... None None $ 753 N/A $ 753 $ 755 $ 744 $ 744 $ 648
Voyageur Investment
Trust/3/............... None None $ 3,998 N/A $ 3,998 $ 4,052 $ 3,726 $ 3,884 $ 3,726
TOTAL COMPENSATION FROM
ALL COMPANIES IN THE
DELAWARE INVESTMENTS
FAMILY FOR THE 12
MONTHS ENDED JUNE 30,
1998................... NONE NONE $68,241 $11,275 $68,241 $69,517 $63,408 $63,408 $63,408
</TABLE>
- --------
/1/ Mr. Durham joined the Boards of Directors of most of the Companies in the
Delaware Investments family on April 16, 1998. However, he is not a member
of the Board of Directors of any Company that was previously part of the
Voyageur family.
/2/ Mr. Madison served on the previous Boards of Directors of the Companies that
were previously part of the Voyageur family and joined the Boards of
Directors of the Companies in the Delaware Investments family on May 1,
1997.
/3/ Amounts shown are for fiscal period January 1, 1998 through August 31, 1998
and have been annualized.
5
<PAGE>
Each independent Director (other than John H. Durham) currently receives a
total annual retainer fee of $38,500 for serving as a Director for all 34
Companies within the Delaware Investments family, plus $3,145 for each set of
Board meetings attended (seven regular meetings). John H. Durham currently
receives a total annual retainer fee of $31,000 for serving as a Director for
19 Companies within the Delaware Investments family, plus $1,757.50 for each
set of Board meetings attended. Members of the Audit Committee currently
receive additional annual compensation of $5,000 from all Companies, in the
aggregate, with the exception of the chairperson, who receives $6,000.
Under the terms of each Company's retirement plan for Directors, each
independent Director who, at the time of his or her retirement from the Board,
has attained the age of 70 and served on the Board for at least five
continuous years, is entitled to receive payments from the Company for a
period of time equal to the lesser of the number of years that such person
served as a Director or the remainder of such person's life. The annual amount
of such payments will be equal to the amount of the annual retainer that is
paid to Directors of the Company at the time of such person's retirement. If
an eligible Director of each Company within the Delaware Investments family
had retired as of June 30, 1998, he or she would have been entitled to annual
payments in an amount equal to the annual retainer fee noted in the previous
paragraph.
OFFICERS. Each Board of Directors and the senior management of the Companies
appoint officers each year, and from time to time as necessary. The following
individuals are executive officers of one or more of the Companies: Wayne A.
Stork, Jeffrey J. Nick, David K. Downes, Richard G. Unruh, Paul E. Suckow,
George M. Chamberlain, Jr., Michael P. Bishof, Joseph H. Hastings, Patrick P.
Coyne, Mitchell L. Conery, Elizabeth H. Howell, Paul A. Matlack, Andrew M.
McCullagh, Gary A. Reed and Babak Zenouzi. Exhibit D includes biographical
information and the past business experience of such officers, except for Mr.
Stork and Mr. Nick, whose information is set forth above along with the other
Directors and nominees. The Exhibit also identifies which officers are also
officers of DMC or DIAL. The above officers of the Companies own shares of
common stock and/or options to purchase shares of common stock of Lincoln
National Corporation ("LNC"), the ultimate parent of DMC and DIAL. As a
result, they are considered to be "interested persons" of the Funds under the
1940 Act.
While in the employ of Oppenheimer Management Corporation, Mr. Paul E. Suckow
was the subject of an Administrative Proceeding brought by the U.S. Securities
and Exchange Commission ("SEC"). As a result of this proceeding, Mr. Suckow
was found to have violated Section 34(b) of the 1940 Act by failing properly
to disclose material facts in certain books and records by order of the SEC
dated December 1, 1992. Mr. Suckow was suspended from the business for 120
days.
Section 16 of the Securities Exchange Act of 1934, as amended, requires that
directors, certain officers, and persons who own more than ten percent of each
Closed-End Fund's common stock, as well as each Closed-End Fund's investment
adviser and certain affiliated persons of the investment adviser, file with
the SEC and the relevant securities exchange, reports of their ownership and
changes in ownership of such common stock on Forms 3, 4 and 5. Such filing
persons are required by SEC regulations to furnish to each such Fund copies of
all Forms 3, 4 and 5 that they file.
Based upon a review of these filings and certain written representations from
such persons that no other reports were required to be filed, the Funds
believe that, except as noted below, the requirements of Section 16 were met.
All of the Closed-End Funds note that Form 3s were not filed on a timely basis
for Delaware Management Business Trust and for John B. Fields, a Trustee of
Delaware Management Business Trust. Each of the Voyageur Closed-End Funds,
except for Voyageur Florida Insured Municipal Income Fund, notes that a Form 3
was not filed on a timely basis for Richard G. Unruh, Executive Vice President
of the Companies and of DMC. Voyageur Minnesota Municipal Income Fund II, Inc.
notes that a Form 4 was not filed on a timely basis for Elizabeth H. Howell,
Vice President/Senior Portfolio Manager of the Company and of DMC.
MANAGEMENT'S OWNERSHIP OF THE FUNDS. Attached to this Proxy Statement as
Exhibit E is a list of the Directors' and nominees' shareholdings of the
various Funds within the Delaware Investments family on an individual basis.
Exhibit A lists the aggregate holdings by all of the Directors and executive
officers as a group.
6
<PAGE>
REQUIRED VOTE. Each Director of a Company shall be elected by a plurality of
votes cast by shareholders of the Company, regardless of the votes of
individual Funds within the Company. This means that the nominees receiving
the largest number of votes will be elected to fill the available Board
positions. For the Voyageur Closed-End Funds, each of which issues both common
and preferred shares, a plurality of the votes cast by the preferred
shareholders of a Fund is sufficient to elect Mr. Madison and Mr. Longstreth
to the Board of Directors for that Fund. The remaining nominees may be elected
by a plurality of votes cast by the preferred and common shareholders voting
together. The remaining Directors of each Voyageur Closed-End Fund will be
elected by a plurality of the votes cast by the holders of the common and
preferred stock of each Closed-End Fund voting together.
PROPOSAL TWO: TO APPROVE THE RECLASSIFICATION OF THE FUND'S INVESTMENT
OBJECTIVE FROM FUNDAMENTAL TO NON-FUNDAMENTAL
This Proposal applies to all Funds except the U.S. Government Money Fund
------
series of Delaware Group Limited-Term Government Funds, Inc.
The investment objective of each Fund, like many of the older Delaware
Investments Funds, is classified as "fundamental," which means that any
changes require shareholder approval. Under the 1940 Act, a Fund's investment
objective is not required to be fundamental. However, many investment
companies have elected to classify their investment objectives as fundamental.
This practice arose largely as a result of comments provided by state
securities regulators in their review of Fund registration statements during
the state registration process, as well as because of historical drafting
conventions.
In light of the enactment of National Securities Markets Improvement Act of
1996, which eliminated state securities administrative review of investment
company registration statements, and in order to provide the Boards of
Directors with enhanced flexibility to respond to market, industry or
regulatory changes, the Boards have approved the reclassification from
fundamental to non-fundamental of each Fund's investment objective. A non-
fundamental investment objective may be changed at any time by the Directors
without the delay and expense of soliciting proxies and holding a shareholder
meeting.
For a complete description of the investment objective of your Fund, please
consult your Fund's prospectus. The reclassification from fundamental to non-
fundamental will not alter any Fund's current investment objective. If this
Proposal is approved, however, Fund management intends to request that the
Directors consider a number of modifications to the language used to define
certain Funds' investment objectives. The requested modifications are designed
to modernize and standardize the expression of such investment objectives, but
if the modifications are implemented, neither the principal investment design
nor the day-to-day management of the Funds would be materially altered. If at
any time in the future, the Directors approve a change in a Fund's non-
fundamental investment objective, either in connection with the currently
anticipated modernization and standardization or otherwise, shareholders will
be given notice of the change prior to its implementation.
REQUIRED VOTE. Approval of this proposal for a Fund requires the vote of a
"majority of the outstanding voting securities" of the Fund, which means the
vote of: (i) more than 50% of the outstanding voting securities of the Fund;
or (ii) 67% or more of the voting securities of the Fund present at a meeting,
if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, whichever is less. For the Voyageur Closed-
End Funds, each of which issues both common and preferred shares, approval of
this proposal requires the vote of a "majority of the outstanding voting
securities" of the Fund (both common and preferred shares), as well as a
"majority of the outstanding voting securities" of the preferred shares voting
separately. If the reclassification of any Fund's investment objective from
fundamental to non-fundamental is not approved by shareholders of a particular
Fund, that Fund's investment objective will remain fundamental and shareholder
approval (and its attendant costs and delays) will continue to be required
prior to any change in investment objective.
At meetings of the Directors held in July and September, 1998, the Directors
considered the enhanced management flexibility to respond to market, industry
or regulatory changes that would accrue to the Board of
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Directors if each relevant Fund's fundamental investment objective were
reclassified as non-fundamental and the Board unanimously approved the
proposed change.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
RECLASSIFICATION OF THE INVESTMENT OBJECTIVE OF YOUR FUND AS NON-FUNDAMENTAL.
PROPOSAL THREE: TO APPROVE A CHANGE IN THE FUND'S FUNDAMENTAL POLICY
CONCERNING DIVERSIFICATION OF INVESTMENTS
This Proposal applies only to the following Funds:
VOYAGEUR INVESTMENT TRUST
Delaware-Voyageur Tax-Free California Insured Fund Delaware-Voyageur Tax-
Free Florida Insured Fund
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. VOYAGEUR FLORIDA INSURED
MUNICIPAL INCOME FUND VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
Mutual funds generally diversify their investments among many different
securities. They are, however, free to choose the extent to which they will
diversify their investments, provided they meet certain minimum limits set
forth in the 1940 Act and/or the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"). Generally, in order to be diversified under the
1940 Act, a Fund may not invest more than 5% of its total assets in a single
issuer (except U.S. government securities, as defined in the 1940 Act), or
purchase more than 10% of the outstanding securities of a single issuer. This
limit only applies to 75% of the Fund's total assets, which means that any
Fund which is diversified under the 1940 Act may invest up to 25% of its
assets in a single security. If a Fund elects to be "non-diversified" under
the 1940 Act, it must still operate within the diversification requirements of
the Internal Revenue Code, which are similar to the 1940 Act diversification
requirements, but apply only to 50% of a Fund's assets, rather than 75%. As to
the remaining 50% of Fund assets, a Fund may buy as few as two separate
securities, each representing 25% of the value of the Fund.
The Funds listed above currently are classified and operate as "diversified"
Funds, as that term is defined in the 1940 Act. Management has recommended to
the Directors that the Funds change their classification to "non-diversified,"
which means that they will operate within the more flexible diversification
restrictions contained in the Internal Revenue Code.
Each of the above Funds seeks to achieve its objective through investment in
fixed income securities, the interest on which is exempt from federal income
taxation and income taxation in the relevant state ("municipal securities").
Funds with this investment profile are often referred to as "state-specific
tax-free funds." Many state-specific tax-free funds operate as non-diversified
funds for 1940 Act purposes because the universe of available investments for
such funds is relatively small. These funds, however, continue to meet the
diversification requirements of the Internal Revenue Code.
Management of the Funds listed above has recommended to the Directors that
those Funds change their diversification policies from diversified to non-
diversified. This change requires shareholder approval under the 1940 Act. In
approving the proposed change and concluding that it would recommend such a
change to the Funds' respective shareholders, the Directors considered: (i)
the relatively small market for municipal securities; (ii) the fact that many
state-specific tax-free funds, including most of the other Delaware-Voyageur
state-specific tax-free Funds within the Delaware Investments family, operate
as non-diversified funds under the 1940 Act; and (iii) the previous experience
of the Funds' investment manager in managing the Funds and the relative
difficulty it experienced in locating attractive investments. At their
September, 1998 Board meetings, the Directors unanimously approved the
proposed change.
The Funds express their diversification policy in one of two ways. The first
two Funds listed above, which are Open-End Funds, simply state in their
prospectuses that they will operate as diversified Funds. The last three
Funds, each of which is a Closed-End Fund, have fundamental investment
restrictions recited in their original
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prospectus repeating the 1940 Act diversification rule. In the event that
shareholders approve the proposed change, it would be implemented in one of
two ways. Each of the two Open-End Funds would amend its current prospectus
disclosure describing its diversification policy. Each of the three Closed-End
Funds would eliminate the fundamental restriction, as it appeared in its
original prospectus, amend its constituent documents and take such other
action as is required by the 1940 Act to effect such change. Any future change
from non-diversified to diversified status by a Fund would not require
shareholder approval under the 1940 Act. If the proposed change is not
approved, the Funds will continue to operate within the 1940 Act limitations.
REQUIRED VOTE. Approval of this proposal for a Fund requires the vote of a
"majority of the outstanding voting securities" of the Fund, which means the
vote of: (i) more than 50% of the outstanding voting securities of the Fund;
or (ii) 67% or more of the voting securities of the Fund present at a meeting,
if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, whichever is less. For the three Voyageur
Closed-End Funds voting on this Proposal, each of which issues both common and
preferred shares, approval of this proposal requires the vote of a "majority
of the outstanding voting securities" of the Fund (both common and preferred
shares), as well as a "majority of the outstanding voting securities" of the
preferred shares voting separately.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE CHANGE IN
DIVERSIFICATION POLICY.
PROPOSAL FOUR: TO APPROVE STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS FOR
THE FUND (THIS PROPOSAL INVOLVES SEPARATE VOTES ON SUB-PROPOSALS 4A THROUGH
4G)
This Proposal applies to all Funds except the U.S. Government Money Fund
------
series of Delaware Group Limited-Term Government Funds, Inc.
PROPOSAL OVERVIEW
Each Fund is subject to investment restrictions which establish percentage and
other limits that govern the Fund's investment activities. Under the 1940 Act,
investment restrictions relating to certain activities are required to be
"fundamental," which means that any changes require shareholder approval.
Funds are permitted to deem other restrictions fundamental, and they may also
adopt "non-fundamental" restrictions, which can be changed by the Board of
Directors without shareholder approval. Of course, any change in a Fund's
investment restrictions, whether fundamental or not, would be approved by the
Board and reflected in the Fund's prospectus or other offering documents.
Unlike investment objectives and policies, which are often different for each
Fund, investment restrictions for Funds tend to be the same or similar,
because they are based on legal and regulatory requirements, or positions of
the staff of the SEC that apply to all Funds. Over the years, however, as new
Funds were created or added to the Delaware Investments family, investment
restrictions relating to the same activities were expressed in a variety of
different ways. Many older Funds are subject to investment restrictions that
were adopted in response to regulatory, business or industry conditions that
no longer exist. In addition, a number of Funds adopted fundamental
restrictions in response to state laws and regulations that no longer apply
because they were preempted by the National Securities Markets Improvement Act
of 1996. As a result, a number of fundamental restrictions are no longer
required to be fundamental, and some previously required restrictions are no
longer required at all.
The Directors, together with Fund management and the investment managers and
sub-advisers, have analyzed the current fundamental investment restrictions of
each Fund, and have concluded that six new standardized fundamental investment
restrictions should be adopted for each Fund. The proposed investment
restrictions relate only to activities that are required under the 1940 Act to
be the subject of fundamental policies and restrictions. The proposed
investment restrictions are designed to reflect all current regulatory
requirements and are written in a way that provides flexibility to respond to
future legal, regulatory or market changes. Each Fund currently has
fundamental investment restrictions that govern the same activities covered by
the proposed fundamental
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investment restrictions, and a number of Funds currently have other
fundamental investment restrictions governing additional activities.
Management is recommending that all current fundamental investment
restrictions of each Fund be re-classified as non-fundamental, at the same
time that the six new standardized fundamental investment restrictions are
adopted for each Fund. If the current fundamental restrictions are made non-
fundamental, the Directors would be able to modify or eliminate the current
restrictions without the costs or delays associated with a shareholder vote.
The proposed changes will not affect any Fund's investment objective and will
not change the way any Fund is currently being managed or operated, since all
current investment restrictions will remain in place as non-fundamental
restrictions. If, as proposed, the current fundamental investment restrictions
are reclassified as non-fundamental, management intends in the future to
recommend that the Board approve certain modifications designed to result in a
more modern and standardized list of investment restrictions for the various
Delaware Investments Funds. The recommendations by management will likely
involve the modification or elimination of current restrictions. The Board of
Directors will determine separately for each Fund whether elimination or
modification of a common investment restriction is appropriate for that Fund.
Management believes that a modern, standardized list of restrictions will
enhance the ability of the Funds to achieve their objectives because the Funds
will have greater investment management flexibility to respond to changes in
market, industry or regulatory conditions. In addition, standardized
restrictions are expected to enable the Funds to operate more efficiently and
to more easily monitor compliance with investment restrictions.
The six new proposed fundamental investment restrictions are described below
within the relevant Sub-Proposals. IN ADDITION, EXHIBIT F CONTAINS A LIST OF
THE CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS FOR EACH FUND WHICH ARE
PROPOSED TO BE RECLASSIFIED AS NON-FUNDAMENTAL. Unless all of the Sub-
Proposals are approved by shareholders of a particular Fund, none of the Sub-
Proposals will be adopted for that Fund.
REQUIRED VOTE. Approval of each Sub-Proposal for a Fund requires the vote of a
"majority of the outstanding voting securities" of the Fund, which means the
vote of: (i) more than 50% of the outstanding voting securities of the Fund;
or (ii) 67% or more of the voting securities of the Fund present at a meeting,
if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, whichever is less. For the Voyageur Closed-
End Funds, each of which issues both common and preferred shares, approval of
each Sub-Proposal requires the vote of a "majority of the outstanding voting
securities" of the Fund (both common and preferred shares), as well as a
"majority of the outstanding voting securities" of the preferred shares voting
separately.
THE DIRECTORS HAVE VOTED TO ADOPT EACH OF THE PROPOSED STANDARDIZED
FUNDAMENTAL INVESTMENT RESTRICTIONS FOR THE FUNDS, AS WELL AS TO APPROVE THE
RECLASSIFICATION OF THE EXISTING FUNDAMENTAL INVESTMENT RESTRICTIONS AS NON-
FUNDAMENTAL, AND UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR EACH SUB-PROPOSAL 4A
THROUGH 4G FOR YOUR FUND.
SUB-PROPOSAL 4A: TO ADOPT A NEW FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
THE CONCENTRATION OF THE FUND'S INVESTMENTS IN THE SAME INDUSTRY.
Under the 1940 Act, a Fund's policy of concentrating its investments in
securities of companies in the same industry must be fundamental. A mutual
fund concentrates its investments, for purposes of the SEC, if it invests more
than 25% of its "net" assets (exclusive of cash, U.S. government securities
and tax-exempt securities) in a particular industry or group of industries.
Having the concentration policy apply to "net" assets represents a recent
change by the SEC staff from its previous concentration standard which applied
to 25% of a Fund's "total" assets. The change would slightly reduce a Fund's
ability to concentrate, since the "net" assets figure is lower than "total"
assets of a Fund because liabilities are subtracted.
Most Funds currently have a fundamental investment restriction prohibiting
them from concentrating their investments in the same industry. There are,
however, numerous variations in the way that the investment restriction is
described in the Funds' offering documents. In addition, most restrictions
define concentration in terms of a percentage of "total assets," rather than
in accordance with the new "net assets" standard.
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The Board recommends that you approve the standardized fundamental investment
restriction set forth below. In approving the proposed investment restriction
and concluding that it would recommend the investment restriction to Fund
shareholders, the Directors considered that the proposed investment
restriction will standardize the concentration restriction for the Funds and
is intended to provide flexibility for Funds to respond to changes in the SEC
staff's position on concentration of investments or to other relevant legal,
regulatory or market developments without the delay or expense of a
shareholder vote.
Adoption of the proposed fundamental restriction will not materially affect
the way the Funds are currently managed or operated because the existing
concentration restrictions will remain in place as non-fundamental policies
unless and until the Board of Directors modifies them in the future.
PROPOSED CONCENTRATION RESTRICTION: The Fund will not make investments that
will result in the concentration (as that term may be defined in the 1940 Act,
any rule or order thereunder, or SEC staff interpretation thereof) of its
investments in the securities of issuers primarily engaged in the same
industry, provided that this restriction does not limit the Fund from
investing in obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities, or in tax-exempt securities or certificates of
deposit.
The Board has also approved a related non-fundamental policy for the Funds,
which will be adopted if the new fundamental restriction is approved and which
provides that, in applying the concentration restriction: (i) utility
companies will be divided according to their services, for example, gas, gas
transmission, electric and telephone will each be considered a separate
industry; (ii) financial service companies will be classified according to the
end users of their services, for example, automobile finance, bank finance and
diversified finance will each be considered a separate industry; and (iii)
asset backed securities will be classified according to the underlying assets
securing such securities. This non-fundamental policy is intended to keep the
concentration restriction from unnecessarily limiting a Fund's investments.
SUB-PROPOSAL 4B: TO ADOPT A NEW FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
BORROWING MONEY AND ISSUING SENIOR SECURITIES.
The 1940 Act imposes certain limits on investment companies with respect to
borrowing money and issuing senior securities. In general, the limitations are
designed for two purposes. For all Funds, the limitations are designed to
protect shareholders and their investments by restricting a Fund's ability to
subject its assets to any claims of creditors or senior security holders who
would be entitled to dividends or rights on liquidation of the Fund prior to
the rights of shareholders. In addition, for Open-End Funds, the limitations
are designed to ensure that funds have adequate resources available to meet
redemption requests. Under the 1940 Act, a Fund's investment restrictions
relating to borrowing and senior securities must be fundamental. Borrowing
money and issuing senior securities are related activities under the 1940 Act
in that, if a Fund fails to adhere to the restrictions applicable to
borrowing, the Fund will be considered to have issued an impermissible senior
security.
The current investment restrictions concerning borrowing and senior securities
vary considerably from Fund to Fund. Shareholders of each Open-End and Closed-
End Fund are being asked to approve a new standardized fundamental restriction
that covers both borrowing and senior securities and which is designed to
reflect all current regulatory requirements. The standardized restriction is
written in a manner that is appropriate for both Open-End and Closed-End
Funds. The proposed restriction would permit Funds to borrow or issue senior
securities within the limits established under the 1940 Act or under any SEC
rule, regulation or staff interpretation thereof. APPROVAL OF THE PROPOSED
RESTRICTION WILL NOT BE USED TO ALTER THE PREFERENCES OF ANY OUTSTANDING
PREFERRED STOCK OF ANY VOYAGEUR CLOSED-END FUND, NOR WILL IT BE USED TO CHANGE
ANY OF THE BORROWING PROGRAMS OF THE FUNDS, WITHOUT PROPER BOARD OR
SHAREHOLDER APPROVAL.
A "senior security" is defined as an obligation of a fund with respect to its
earnings or assets that takes precedence over the claims of the fund's
shareholders with respect to the same earnings or assets. The 1940 Act
generally prohibits open-end funds from, and restricts closed-end funds with
respect to, issuing senior securities, in order to limit the ability of
investment companies to use leveraging. In general, a fund uses leveraging
when it enters into securities transactions with borrowed money or money to
which it has only a temporary entitlement.
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<PAGE>
Under the 1940 Act, a closed-end fund may issue debt instruments or preferred
stock as long as certain asset coverage requirements are met. In addition, SEC
staff interpretations allow both closed-end and open-end funds to engage in a
number of types of transactions which might be considered to raise "senior
securities" or "leveraging" concerns, so long as the funds meet certain
collateral requirements set by the SEC staff which are designed to protect
shareholders. For example, some of the transactions that may raise senior
security concerns include short sales, certain options and futures
transactions, reverse repurchase agreements and securities transactions that
obligate the Fund to pay money at a future date (such as when-issued, forward
commitment or delayed delivery transactions)(to be referred to collectively as
"Leveraging-Type Transactions"). Funds that engage in Leveraging-Type
Transactions must set aside money or securities or engage in certain
offsetting securities transactions, to meet the SEC staff's collateralization
requirements.
CLOSED-END FUNDS. The proposed standardized investment restriction meets all
of the requirements of the 1940 Act relating to the issuance of senior
securities and borrowing by closed-end funds. Under the 1940 Act, a closed-end
fund generally is permitted to issue a class of senior securities in the form
of debt instruments if: (1) immediately after its issuance, the fund has asset
coverage of at least 300%; (2) no dividends, distributions or repurchases of
the fund's capital stock reduce the asset coverage below 300% (200% if the
dividends are declared on preferred stock); and (3) provision is made that, in
the event the asset coverage remains below 100% (a) for a specified period,
the holders of the senior securities shall be entitled to elect a majority of
the fund's directors, and (b) for longer than the specified period, the fund
shall be deemed to be in default on the securities. The fund may issue senior
securities in the form of preferred stock, if: (1) immediately after its
issuance, the fund will have asset coverage of at least 200%; (2) no dividends
or distributions on, or repurchases of, the fund's common stock reduce the
asset coverage below 200%; (3) the preferred stockholders elect at least two
directors, and a majority of the directors if dividends for two years are not
paid; (4) the preferred stockholders have the right to vote on any
reorganization adversely affecting them or on changes to certain fundamental
investment restrictions; and (5) the preferred stock, the dividends on which
are to be cumulative, has complete priority over any other class of stock as
to the distribution of assets and payment of dividends. Certain other
restrictions apply, including one limiting a fund to the issuance of only one
class of senior securities in the form of stock, and only one class of senior
securities in the form of debt other than certain privately arranged
indebtedness.
The current investment restrictions of Delaware Group Dividend and Income
Fund, Inc. and Delaware Group Global Dividend and Income Fund, Inc. ("Delaware
Closed-End Funds") generally follow the 1940 Act limits described above with
respect to both issuing equity and debt securities. Also, the Fund's
obligations under certain Leveraging-Type Transactions are not treated as
senior securities if covering assets are appropriately segregated. Exhibit F
lists the current fundamental restrictions concerning borrowing and the
issuance of senior securities for the Delaware Closed-End Funds.
Under their current investment restrictions, the Voyageur Closed-End Funds
generally may not issue senior securities, other than preferred stock, with
certain exceptions. These exceptions relate to bank borrowings for temporary
or emergency purposes or for repurchases of shares, and then only in an amount
not exceeding one-third of the value of the Fund's total assets, including the
amount borrowed. While any such borrowings exceed 5% of the Fund's total
assets, no purchases of investment securities will be made. Also, under the
Voyager Closed-End Fund senior security restrictions, collateral arrangements
with respect to certain Leveraging-Type Transactions are not considered by a
Fund's Board of Directors to be the issuance of a senior security if covering
assets are appropriately segregated.
OPEN-END FUNDS. Under the 1940 Act, an open-end fund is prohibited from
issuing senior securities, but is permitted to borrow up to 5% of its total
assets for temporary purposes from any person so long as the borrowing is
privately arranged, and may also borrow from banks, provided that if such bank
borrowings exceed 5%, the fund must have assets totaling at least 300% of the
borrowing when the amount of the borrowing is added to the fund's other
assets. The effect of this latter provision is to allow an open-end fund to
borrow from banks amounts up to one-third (33 1/3%) of its total assets
(including the amount borrowed). Open-end funds typically borrow money to meet
redemptions to avoid being forced to sell portfolio securities before they
would have otherwise been sold. This technique allows open-end funds greater
flexibility to buy and sell portfolio securities for investment or tax
considerations, rather than for cash flow considerations.
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The current borrowing restriction for the Open-End Funds within this Proposal
limits borrowing to 20% of total assets and provides that the Funds may not
borrow for leveraging purposes or purchase securities while borrowings are
outstanding. The current senior security investment restriction for the Open-
End Funds within this Proposal provides that the Funds may not use their
assets as collateral for Leveraging-Type Transactions. Since the proposed
investment restriction would provide greater flexibility for such Funds to
engage in borrowing and to engage in Leveraging-Type Transactions, the Funds
may be subject to additional costs and risks. For example, the costs of
borrowing can reduce a Fund's total return. Further, upon engaging in
Leveraging-Type Transactions, such Funds could experience increased risks due
to the effects of leveraging. The SEC staff's collateralization requirements
are designed to address such risks. Exhibit F lists the current fundamental
restrictions concerning borrowing and the issuance of senior securities for
the Open-End Funds.
The Board recommends that shareholders approve the fundamental investment
restriction set forth below for each Fund. The proposed investment restriction
will establish a standardized borrowing and senior securities restriction
which is appropriate for both Closed-End and Open-End Funds and which is
written to provide flexibility for Funds to respond to changes in legal,
regulatory or market developments. Adoption of the new restriction, however,
will not affect the way such Funds are currently managed or operated because
the existing restrictions will remain as non-fundamental policies unless and
until the Board of Directors modifies them in the future.
PROPOSED BORROWING AND SENIOR SECURITIES RESTRICTION: The Fund may not borrow
money or issue senior securities, except as the 1940 Act, any rule or order
thereunder, or SEC staff interpretation thereof, may permit.
SUB-PROPOSAL 4C: TO ADOPT A NEW FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
UNDERWRITING.
Each Fund is currently subject to a fundamental investment restriction
prohibiting it from acting as an underwriter of the securities of other
issuers. Under the 1940 Act, a Fund's policy or restriction relating to
underwriting must be fundamental. A person or company is generally considered
an underwriter under the federal securities laws if it participates in the
public distribution of securities of other issuers, usually by purchasing the
securities from the issuer and re-selling the securities to the public.
Underwriters are subject to stringent regulatory requirements and often are
exposed to substantial liability. Thus, virtually all mutual funds operate in
a manner that allows them to avoid acting as underwriters.
From time to time, a mutual fund may purchase a security for investment
purposes which it later sells or re-distributes to institutional investors or
others under circumstances where the Fund could possibly be considered to be
an underwriter under the technical definition of underwriter contained in the
securities laws. The current underwriting restriction for most Funds
specifically permits such re-sales. Management, consistent with SEC staff
interpretations, believes that the Funds legally would not be considered to be
underwriters in these circumstances.
The Board recommends that shareholders of the Funds approve the standardized
fundamental investment restriction regarding underwriting set forth below. The
proposed restriction is substantially similar to the current restriction for
most Funds. The new restriction is proposed for each Fund because it will help
to achieve the goal of standardization of the language of the investment
restrictions among all Funds. Adoption of the proposed restriction will not
affect the way the Funds are currently managed or operated.
PROPOSED UNDERWRITING RESTRICTION: The Fund may not underwrite the securities
of other issuers, except that the Fund may engage in transactions involving
the acquisition, disposition or resale of its portfolio securities, under
circumstances where it may be considered to be an underwriter under the
Securities Act of 1933.
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SUB-PROPOSAL 4D: TO ADOPT A NEW FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
INVESTMENTS IN REAL ESTATE.
Each Fund currently has a fundamental investment restriction prohibiting the
purchase or sale of real estate. Most Funds' restrictions allow the Funds to
invest in companies that deal in real estate, or to invest in securities that
are secured by real estate. Under the 1940 Act, a Fund's policy or
restrictions regarding investment in real estate must be fundamental.
The Board recommends that shareholders of each Fund approve the fundamental
investment restriction concerning real estate set forth below. The proposed
investment restriction is designed to standardize the language of the real
estate restriction among the various Funds. The proposed investment
restriction will permit Funds to purchase securities whose payments of
interest or principal are secured by mortgages or other rights to real estate
in the event of default. The investment restriction will also enable the Funds
to invest in companies within the real estate industry, provided such
investments are consistent with the Fund's investment objectives and policies.
Adoption of the proposed restriction will not affect the way the Funds are
managed or operated because the current restrictions will remain as non-
fundamental policies unless and until the Board of Directors modifies them in
the future.
PROPOSED REAL ESTATE RESTRICTION: The Fund may not purchase or sell real
estate unless acquired as a result of ownership of securities or other
instruments and provided that this restriction does not prevent the Fund from
investing in issuers which invest, deal, or otherwise engage in transactions
in real estate or interests therein, or investing in securities that are
secured by real estate or interests therein.
SUB-PROPOSAL 4E: TO ADOPT A NEW FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
INVESTMENTS IN COMMODITIES.
The Funds currently are subject to fundamental restrictions prohibiting the
purchase or sale of commodities or commodity contracts. Under the 1940 Act,
policies and restrictions regarding commodities must be fundamental. The most
common types of commodities are physical commodities such as wheat, cotton,
rice and corn. However, under federal law, futures contracts are considered to
be commodities and, therefore, financial futures contracts, such as futures
contracts related to currencies, stock indices or interest rates are
considered to be commodities. If a Fund buys a financial futures contract, it
obtains the right to receive (or, if the Fund sells the contract, the Fund is
obligated to pay) the cash difference between the contract price for an
underlying asset or index and the future market price, if the market price is
higher. If the future price is lower, the Fund is obligated to pay (or, if the
Fund sold the contract, the Fund is entitled to receive) the amount of the
decrease. Funds often desire to invest in financial futures contracts and
options related to such contracts for hedging or other investment reasons.
The Board recommends that shareholders approve the fundamental investment
restriction concerning commodities set forth below for each Fund. The proposed
restriction would standardize the language of the restriction among the
various Funds and provide appropriate flexibility for the Funds to invest in
financial futures contracts and related options. As proposed, the restriction
is broad enough to permit investment in financial futures instruments for
either investment or hedging purposes, and, thus is broader than many Funds'
current restrictions. Using financial futures instruments can involve
substantial risks, and will be utilized only if the investment manager
determines that such investments are advisable and such practices are later
affirmatively authorized by the Board. Adoption of the restriction will not
affect the way the Funds are currently managed or operated because the
existing commodities restrictions will remain as non-fundamental policies
unless and until the Board of Directors modifies them in the future.
PROPOSED COMMODITIES RESTRICTION: The Fund may not purchase or sell physical
commodities, unless acquired as a result of ownership of securities or other
instruments and provided that this restriction does not prevent the Fund from
engaging in transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities.
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SUB-PROPOSAL 4F: TO ADOPT A NEW FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LENDING BY THE FUND.
Each Fund is currently subject to a fundamental investment restriction
limiting its ability to make loans. In order to ensure that the Funds may
invest in certain debt securities or repurchase agreements, which could be
characterized as the making of loans, most current fundamental restrictions
specifically permit such investments. In addition, a number of Funds'
fundamental restrictions explicitly permit Funds to lend their portfolio
securities to broker-dealers or institutional investors. Securities lending is
a practice that has become common in the mutual fund industry and involves the
temporary loan of portfolio securities to parties who use the securities for
the settlement of securities transactions. The collateral delivered to a Fund
in connection with such a transaction is then invested to provide the Fund
with additional income.
The Board recommends that shareholders approve the standardized fundamental
investment restriction concerning lending described below for each Fund. The
proposed restriction prohibits loans by the Funds except in the circumstances
described above and, in some cases, would provide more flexibility than the
current lending restriction because of the authority to engage in securities
lending. Although securities lending involves certain risks if the borrower
fails to return the securities, management believes that increased flexibility
to engage in securities lending does not materially increase the risk to which
the Funds are currently subject. Also, the adoption of the restriction will
not affect the way the Funds are currently managed or operated, because the
existing lending restrictions will remain in place as non-fundamental policies
unless and until the Board of Directors modifies them in the future.
PROPOSED LENDING RESTRICTION: The Fund may not make loans, provided that this
restriction does not prevent the Fund from purchasing debt obligations,
entering into repurchase agreements, loaning its assets to broker/dealers or
institutional investors and investing in loans, including assignments and
participation interests.
SUB-PROPOSAL 4G: TO RE-CLASSIFY ALL CURRENT FUNDAMENTAL INVESTMENT
RESTRICTIONS AS NON-FUNDAMENTAL.
Each Fund currently is subject to its own list of fundamental and non-
fundamental investment restrictions (as opposed to its investment objective,
which is the subject of Proposal Two in this Proxy Statement). EXHIBIT F LISTS
THE CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS OF EACH FUND. As described in
the previous Sub-Proposals, each Fund has a fundamental investment restriction
governing concentration, borrowing and senior securities, underwriting, real
estate, commodities and lending. Many of the Funds, especially the older
Funds, have additional fundamental investment restrictions governing
activities that are no longer required to be subject to fundamental investment
restrictions.
The Directors and Fund management recognize that many of the current
fundamental investment restrictions cover the same activities as the proposed,
standardized fundamental investment restrictions so that there will be
overlapping restrictions. However, rather than asking shareholders for
approval to eliminate the current restrictions at this time in favor of the
new standardized restrictions, the Board is recommending that all current
fundamental restrictions be reclassified as non-fundamental. After the current
investment restrictions are made non-fundamental, Fund management and the
Directors will analyze and evaluate each Fund's investment restrictions on an
individual basis while considering the particular investment objective and
policies of the Fund. Over time, the Funds' investment restrictions can be
standardized, if appropriate. With the exception of a Fund's classification as
a diversified fund for purposes of the 1940 Act, the proposed reclassification
of the current investment restrictions as non-fundamental will provide the
Directors with the authority and ability to make such changes without being
required to seek an additional shareholder vote. One of the current
fundamental investment restrictions that applies to Voyageur Arizona Municipal
Income Fund, Inc., Voyageur Florida Insured Municipal Income Fund and Voyageur
Minnesota Municipal Income Fund II, Inc. as set forth on Exhibit F, is each
Fund's election to be managed as a "diversified" fund. This Sub-Proposal 4g
shall include a proposal to shareholders of these three funds to convert from
"fundamental" to "non-fundamental" the restriction in diversification only if
shareholders of those Funds reject Proposal Three to this Proxy Statement.
Proposal Three concerns whether these three Funds should be converted to "non-
diversified" funds.
15
<PAGE>
The conversion of investment restrictions to non-fundamental will provide
management of the Funds with the flexibility to respond to industry changes
and also to take advantage of unique pricing and distribution structures that
have developed over the past ten years. For example, eliminating certain
fundamental restrictions and converting them to non-fundamental would permit
the Funds to operate in a "master-feeder" structure at some point in the
future should management determine that such a structure were appropriate.
In a "master-feeder" structure, investors purchase shares of one or more
feeder funds which, in turn, invest all of their assets in corresponding
master funds which have identical investment objectives, policies and
restrictions as the feeder funds. The assets are collectively managed at the
master fund level and the different feeder funds can have varying distribution
and expense structures. The principal advantage of the master-feeder structure
is the consolidation of investment management of multiple identical investment
pools into one investment pool. The structure is also sufficiently flexible to
permit offshore feeder funds' assets to be managed at the master fund level.
By making the investment restrictions non-fundamental, management will have
the flexibility to ensure that the investment restrictions of a Fund will not
limit the Fund's ability to operate in a master-feeder structure. Before any
existing Fund would convert to a master-feeder structure, shareholders would
be notified of such a change and the prospectus of the particular Fund would
be amended to disclose the ability to operate in a master-feeder structure.
PROPOSAL FIVE: TO APPROVE NEW INVESTMENT MANAGEMENT AND SUB-ADVISORY
AGREEMENTS FOR THE FUND (THIS PROPOSAL INVOLVES SEPARATE VOTES ON SUB-
PROPOSALS 5A AND 5B)
Sub-Proposal 5a (Investment Management Agreement): This Sub-Proposal applies
to all Funds except the U.S. Government Money Fund series of Delaware Group
------
Limited-Term Government Funds, Inc.
Sub-Proposal 5b (Sub-Advisory Agreement): This Sub-Proposal only applies to
----
Delaware Group Global Dividend and Income Fund, Inc.
PROPOSAL OVERVIEW
Shareholders of each Fund are being asked to approve a new Investment
Management Agreement with Delaware Management Company (previously defined as
"DMC"), which is each Fund's current investment manager. In addition,
shareholders of Delaware Group Global Dividend and Income Fund, Inc. are being
asked to approve a new Sub-Advisory Agreement with that Fund's current sub-
adviser, Delaware International Advisers Ltd. (previously defined as "DIAL").
The New Investment Management Agreements will reflect one or more of the
following changes, all of which are explained in further detail below.
. Management fee increase of 0.05% plus the introduction of fee
"breakpoints," which reduce fee rates as Fund assets grow.
. Potential management fee decrease due to the introduction of fee
breakpoints.
. Change in the provision concerning shareholder approval of amendments.
. Change in the provision concerning a Fund trading desk.
. Addition of a provision concerning the use of a sub-adviser.
TO DETERMINE WHICH PROPOSED CHANGES APPLY TO YOUR FUND, PLEASE CHECK THE TABLE
BELOW.
The proposed management fee changes (both increases and potential decreases)
apply only to the Open-End Funds within Voyageur Investment Trust and are
designed to standardize the management fee structure for Funds that are
included in the same investment profile categories within the Delaware
Investments family and to ensure
16
<PAGE>
management fee levels that will enable the Funds to continue to receive high
quality investment management services. The other proposed amendments will
change outdated provisions from older Agreements and will modernize and
standardize the form of Agreement for all Delaware Investments Funds.
The proposed new Sub-Advisory Agreement for Delaware Group Global Dividend and
Income Fund, Inc. is substantially identical to the current Sub-Advisory
Agreement, except that it contains a new provision requiring DIAL, as sub-
adviser, to share in any fee waiver or expense limitation arrangement entered
into by DMC and other non-material language and structural changes. This
provision does not affect the amounts to be paid by the Fund, but DIAL may
receive less, depending on management fee waivers or expense limitations.
If shareholders approve the new Agreements, any modified management fees will
take effect on January 1, 1999, or at a later date if the Meeting is postponed
or adjourned. If a new Agreement is not approved for a particular Fund, the
current Agreement will continue in effect.
THE BOARD OF DIRECTORS FOR EACH FUND HAS UNANIMOUSLY APPROVED THE PROPOSED
AGREEMENTS AND RECOMMENDS THAT YOU VOTE FOR THE NEW INVESTMENT MANAGEMENT
AGREEMENT AND, IF APPLICABLE, THE NEW SUB-ADVISORY AGREEMENT, FOR YOUR FUND.
[The remainder of this page has been intentionally left blank.]
17
<PAGE>
The following table lists all of the Funds for which new Investment Management
Agreements are proposed, as well as the types of changes that are proposed for
each Agreement.
<TABLE>
<CAPTION>
ELIMINATION OF
SHAREHOLDER ELIMINATION OF AUTHORITY TO
APPROVAL FOR FUND TRADING USE
COMPANY/FUND NAME MANAGEMENT FEE CHANGE AMENDMENTS DESK SUB-ADVISER
----------------- ---------------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
CLOSED-END FUNDS
DELAWARE GROUP DIVIDEND
AND INCOME FUND, INC. None X X X
DELAWARE GROUP GLOBAL
DIVIDEND AND INCOME
FUND, INC. None X X
VOYAGEUR ARIZONA
MUNICIPAL INCOME FUND,
INC. None X
VOYAGEUR COLORADO
INSURED MUNICIPAL
INCOME FUND, INC. None X
VOYAGEUR FLORIDA INSURED
MUNICIPAL INCOME FUND None X
VOYAGEUR MINNESOTA
MUNICIPAL INCOME FUND,
INC. None X
VOYAGEUR MINNESOTA
MUNICIPAL INCOME FUND
II, INC. None X
VOYAGEUR MINNESOTA
MUNICIPAL INCOME FUND
III, INC. None X
Open-End Funds
VOYAGEUR INVESTMENT
TRUST
Delaware-Voyageur Tax-
Free
California Insured Potential decrease due
Fund to breakpoints X
Delaware-Voyageur Tax-
Free
Florida Fund 0.05% increase/add
breakpoints X
Delaware-Voyageur Tax-
Free
Florida Insured Fund Potential decrease due
to breakpoints X
Delaware-Voyageur Tax-
Free
Kansas Fund 0.05% increase/add
breakpoints X
Delaware-Voyageur Tax-
Free
Missouri Insured Fund Potential decrease due
to breakpoints X
Delaware-Voyageur Tax-
Free
New Mexico Fund 0.05% increase/add
breakpoints X
Delaware-Voyageur Tax-
Free
Oregon Insured Fund Potential decrease due
to breakpoints X
Delaware-Voyageur Tax-
Free
Utah Fund 0.05% increase/add
breakpoints X
Delaware-Voyageur Tax-
Free
Washington Insured Potential decrease due
Fund to breakpoints X
</TABLE>
18
<PAGE>
PROPOSED CHANGES IN MANAGEMENT FEES
(Applies only to Open-End Funds that are part of Voyageur Investment Trust)
PURPOSE OF MANAGEMENT FEES. Each Fund has hired DMC to serve as its investment
manager. Under the current Investment Management Agreements, the portfolio
management team for each Fund regularly decides which securities or
instruments to buy or sell for the Fund and the investment manager directly or
indirectly arranges for the placement and execution of orders for the purchase
or sale of such securities and instruments. The investment manager is also
responsible for each Fund's regulatory compliance and general administrative
operations and provides regular reports to the relevant Company's Board of
Directors. The management fees paid by a Fund are used by its investment
manager to pay for the personnel, equipment, office space and facilities that
are needed to manage the assets of the Fund and to administer its affairs.
REASONS FOR PROPOSED CHANGES IN MANAGEMENT FEES. At the request of the Boards,
management recently undertook a complete review of the level and structure of
the management fees for each Fund within the Delaware Investments family. The
extensive review process was performed with the guidance of an outside
consultant to help ensure the accuracy of the results and conclusions. The
process involved the comparison of each Fund with its own universe of
"competing" funds, which were identified based on investment objective, asset
type and distribution channel. Once competing funds were identified,
management compared fee rates at various asset sizes to evaluate both fee
rates and breakpoint structures. Management's goal was to establish a
consistent fee structure for the various Delaware Investments Funds that would
be competitive with funds with a similar investment objective and size in the
current marketplace.
Management believes that a competitive management fee structure is needed to
ensure that Delaware Investments will continue to be able to deliver Funds
with competitive expense ratios and provide the increased investment
opportunities and service options that are now available to shareholders.
Also, in recent years, management has noticed increased competition for
talented investment and service professionals along with growing expenses in
order to recruit and retain such personnel. By establishing fee levels at
competitive market rates, management believes it can continue to attract
talented professionals and support high-quality, long-term investment
management and shareholder services to help maintain solid investment
performance.
DESCRIPTION OF PROPOSED CHANGES IN MANAGEMENT FEES. As a result of its
analysis, Fund management has identified a number of different management fee
pricing levels to be established for the Funds in the Delaware Investments
family, each reflecting the dynamics and complexity of managing the assets of
particular categories of Funds based on asset type (such as equity or fixed-
income), sub-divisions within asset type (such as "insured" or "non-insured"
fixed-income securities) and geography (such as domestic or international). In
addition, Fund management identified a standardized schedule of breakpoints
for open-end Funds at each of the management fee level categories, so that
management fees will be reduced if a Fund's assets grow to certain levels, in
order to allow the Funds to benefit from economies of scale. The meetings
described in this Proxy Statement are the first in a series of shareholder
meetings to be held at which the standardized management fee pricing levels
and schedules of breakpoints will be put into place for many of the Delaware
Investments Funds.
The current annual management fee rate for each of the nine Funds within
Voyageur Investment Trust is 0.50% of the average daily net assets of the
Fund. A management fee breakpoint schedule is proposed for the five Funds
which are "insured" state-specific tax-free Funds. Under the proposed fee
structure, the management fee rate would remain at 0.50% for the first $500
million of a Fund's net assets and would decrease to 0.475% on the next $500
million, 0.45% on the next $1,500 million and 0.425% on net assets above
$2,500 million. Fees for the four state-specific tax-free Funds which are not
"insured" Funds (Tax-Free Florida, Tax-Free Kansas, Tax-Free New Mexico and
Tax-Free Utah) would increase from 0.50% to 0.55% for the first $500 million
in net assets and breakpoints would be introduced to reduce annual management
fee rates to 0.50% on the next $500 million, 0.45% on the next $1,500 million
and 0.425% on net assets above $2,500 million.
The chart included in Exhibit G shows the current and proposed management fee
rates for each Fund and the dollar amounts paid to the investment manager and
its affiliates during the last fiscal year. If a management fee increase is
proposed, the chart shows the dollar amount that the Fund would have paid to
DMC if the proposed
19
<PAGE>
management fees had been in effect. The chart also shows whether DMC has
waived any management fees and the effect that such waivers would have had on
the amounts paid under the proposed Agreement. In addition, in order to
demonstrate the effect that the proposed management fee changes are expected
to have on the overall expenses of the Funds, Exhibit H contains a Fee Table
for each Fund for which a management fee increase is proposed, showing the
actual expense levels under the current management fees and the projected
expense levels following implementation of the proposed management fees.
BOARD CONSIDERATION OF PROPOSED MANAGEMENT AGREEMENT CHANGES. In considering
the proposed management fee changes, the Directors reviewed extensive
materials concerning the methodology used by management to identify
competitive peer groups for comparison and to develop proposed management fee
pricing and breakpoint levels for the various categories of Funds. The
Directors reviewed separate reports for each Fund containing detailed
comparative management fee and expense information of each Fund and other
funds in the relevant peer group, as well as expense ratio comparisons with
relevant mutual fund indices. The Directors assessed how the management fee
changes would position each Fund within its peer group. The Directors also
reviewed and considered performance and ranking data for each Fund along with
other comparative funds within the investment objective category, as well as a
performance comparison to a relevant securities index for each Fund. In
addition to the expense and performance information, the Directors reviewed
the investment manager's historical profitability with respect to each Fund
and the anticipated effects of any management fee changes.
The Directors also considered the reasons presented by management with respect
to each proposed management fee change, including the anticipated impact of
management fee increases or decreases on shareholders of the Funds. In support
of fee increases for particular Funds, the Directors considered various
factors including the enhanced service options and investment opportunities
that are made available to shareholders, the growing expense associated with
recruiting and retaining qualified investment and service professionals in an
increasingly competitive industry and the importance of supporting quality,
long-term service by investment managers to help achieve solid investment
performance.
Following consideration of all of the information and factors discussed above,
the Directors for each Fund, including all of the independent Directors,
unanimously approved the proposed management fee changes.
OTHER PROPOSED CHANGES TO INVESTMENT MANAGEMENT AGREEMENTS
In addition to modifications to the management fee structure, certain other
changes to the Investment Management Agreements are proposed, one or more of
which may apply to a particular Fund. The proposed changes are designed to
eliminate provisions that appear in certain older Funds' Agreements and to
standardize the form of Agreement among all Funds within the Delaware
Investments family. Please refer to the table above to determine whether the
changes are proposed for your Fund's Agreement.
SHAREHOLDER APPROVAL OF AMENDMENTS TO INVESTMENT MANAGEMENT AGREEMENTS. Under
the 1940 Act, shareholder approval is normally required before any fund
investment management agreement can be materially amended. The purpose of this
requirement is to allow shareholders to make decisions concerning provisions
of an investment management agreement that could affect their investment.
Funds are, however, permitted to amend such agreements without shareholder
approval if the change involves a decrease in management fee rates or a
potential decrease due to the introduction or restructuring of breakpoints. In
such cases, the SEC staff believes that mutual funds should not be required to
experience the delay and costs of seeking shareholder approval, since
shareholders are generally assumed to be in favor of management fee decreases.
Certain current Investment Management Agreements require shareholder approval
of any amendment to the Agreement, regardless of whether shareholder approval
---
would be required under federal law. Management proposes to change the
Agreements to permit amendments without shareholder approval in appropriate
circumstances like those described above.
20
<PAGE>
ELIMINATION OF FUND TRADING DESK. In order for the Funds to buy and sell
securities, written instructions must be provided to brokers or dealers who
execute portfolio transactions. Although most investment management agreements
in the mutual fund industry provide that the investment manager is responsible
for selecting brokers or dealers to effect such transactions, the Agreements
for Delaware Group Dividend and Income Fund, Inc. and Delaware Group Global
Dividend and Income Fund, Inc. provide that the Funds' employees are
responsible for providing instructions to brokers or dealers relating to the
execution of portfolio transactions. As a result, these two Funds maintain a
Fund trading desk staffed by Fund personnel. Management currently believes
that the investment manager or sub-adviser should be responsible for placing
portfolio transactions rather than Fund employees and has concluded that the
Agreements should be modified accordingly.
AUTHORITY TO USE SUB-ADVISERS. As the investment management industry has grown
increasingly specialized, it has become increasingly common for mutual funds
whose portfolios include investments in a particular specialized asset class
to utilize the services of sub-investment advisers ("sub-advisers") with
particular expertise in managing the asset class. Typically, such sub-advisory
arrangements are established with contracts between the investment manager and
the sub-adviser, with the investment manager retaining supervision over the
portfolio. For example, DIAL serves as the sub-adviser to DMC for Delaware
Group Global Dividend and Income Fund, Inc. and manages the foreign portion of
that Fund's assets.
The Investment Management Agreement for Delaware Group Dividend and Income
Fund, Inc. does not contain a provision authorizing the use of a sub-adviser.
Therefore, Fund management is proposing that the new Agreement for that Fund
contain the sub-adviser provision, in order to standardize the Agreement with
the other Delaware Investments Funds and authorize the use of sub-advisers if
the Board desires to approve the use of a sub-adviser in the future. Any
future use of a sub-adviser would also require approval by shareholders.
MISCELLANEOUS CHANGES. In addition to the changes discussed above, there are
certain miscellaneous changes designed to standardize the form of Agreement
among all Delaware Investments Funds. First, the Agreements for the Funds will
reflect non-material language and structural changes to conform to the
standard Delaware Investments model Agreement. Second, each new Agreement will
contain a provision permitting the names "Delaware," "Delaware Investments" or
"Delaware Group" to be used by other Funds, series or classes, whether already
existing or to be created in the future, which are, or may be, sponsored or
advised by DMC or DIAL. The first Delaware Investments Fund to use the word
"Delaware" in its name was the Delaware Fund series of Delaware Group Equity
Funds I, Inc., which was originally established in 1938. DMC understands that
Delaware Fund may have a claim to the use of the name "Delaware." Without
reaching any conclusion as to such claim, each Agreement will recognize the
ability of multiple Funds to use the words described above in their names.
INFORMATION ABOUT THE INVESTMENT MANAGER AND SUB-ADVISER
DMC serves as investment manager for each Fund. DMC is registered as an
investment adviser under the Investment Advisers Act of 1940 (the "Advisers
Act") and, together with its predecessors, has been managing funds within the
Delaware Investments family since 1938. DMC is located at One Commerce Square,
Philadelphia, Pennsylvania 19103.
DIAL serves as the sub-adviser for Delaware Group Global Dividend and Income
Fund, Inc. DIAL is a United Kingdom affiliate of DMC, is an investment adviser
registered in the United States under the Advisers Act and is a member of the
Investment Management Regulatory Organisation (IMRO) in the United Kingdom.
Since 1990, DIAL has managed the overseas assets of the Funds within the
Delaware Investments family. DIAL is located at Third Floor, 80 Cheapside,
London, England EC2V 6EE.
On July 31, 1998, DMC was managing approximately $15.8 billion in assets in
various open-end and closed-end mutual fund accounts. DIAL was managing
approximately $10.5 billion in institutional or separately managed
21
<PAGE>
accounts (approximately $8.5 billion) and mutual fund accounts (approximately
$2 billion) on the same date. Other affiliates of DMC and DIAL were managing
additional institutional and separate account assets in the amount of $17.3
billion on that date.
Both DMC and DIAL are indirect, wholly owned subsidiaries of Lincoln National
Corporation, also known as Lincoln Financial Group. Lincoln National
Corporation, with headquarters in Fort Wayne, Indiana, is a diversified
organization involved in many aspects of the financial services industry,
including insurance and investment management.
DMC and DIAL also provide investment management or sub-advisory services to
other Funds within the Delaware Investments family which have investment
objectives that are similar to those of the Funds to which this Proxy
Statement applies. For the names of such other Funds, together with the
current (and proposed, in some cases) management or sub-advisory fee rates for
such Funds, see Exhibit I.
DMC is a series of Delaware Management Business Trust. The Trustees who
operate the business and their principal occupations (which are positions with
DMC) are as follows: Wayne A. Stork, Chairman, President, Chief Executive
Officer and Chief Investment Officer; Richard G. Unruh, Jr., Executive Vice
President; David K. Downes, Executive Vice President, Chief Operating Officer
and Chief Financial Officer; and George M. Chamberlain, Jr., Senior Vice
President and Secretary; and John B. Fields, Vice President/Senior Portfolio
Manager.
Wayne A. Stork is the Chairman, Chief Executive Officer and a Director of
DIAL. David G. Tilles is the Managing Director, Chief Investment Officer and a
Director of DIAL. In addition to Mr. Stork and Mr. Tilles, the present
directors of DIAL and their principal occupations (unless noted in the
paragraph above relating to DMC) are as follows: Jeffrey J. Nick, President of
Delaware Management Holdings, Inc. and President and Chief Executive Officer
of each of the Companies comprising the Delaware Investments family of funds;
G. Roger H. Kitson, Vice Chairman of DIAL; Richard G. Unruh; David K. Downes;
Richard J. Flannery, Executive Vice President and General Counsel of DMC;
George M. Chamberlain, Jr.; John C. E. Campbell, Executive Vice President of
Delaware Investment Advisers (a series of Delaware Management Business Trust);
Hamish O. Parker, Director of DIAL; Timothy W. Sanderson, Chief Investment
Officer, Equities of DIAL; Clive A. Gillmore, Regional Research Director of
DIAL; Ian G. Sims, Deputy Managing Director/Chief Investment Officer/Global
Fixed Income of DIAL; George E. Deming, Vice President/Senior Portfolio
Manager of Delaware Investment Advisers (a series of Delaware Management
Business Trust); John Emberson, Company Secretary and Finance Director of
DIAL; Nigel G. May, Regional Research Director of DIAL; Elizabeth A. Desmond,
Regional Research Director of DIAL. All of the above officers and directors of
DIAL may be contacted at Third Floor, 80 Cheapside, London, England EC2V 6EE.
OTHER INFORMATION RELEVANT TO APPROVAL OF
INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS
The form of proposed Investment Management Agreement for the Funds is attached
as Exhibit J and the form of proposed Sub-Advisory Agreement for Delaware
Group Global Dividend and Income Fund, Inc. is attached as Exhibit K. Each
Current and Proposed Agreement has an initial term of two years and provides
that it will thereafter continue in effect from year to year only if such
continuation is specifically approved at least annually with respect to each
Fund by (i) a vote of a majority of the Board of Directors, or (ii) a vote of
a majority of the outstanding voting securities of the Fund, and (iii) in
either case, separately by a majority of the Directors who are not "interested
persons" (as defined in the 1940 Act). Each current and proposed Agreement may
be terminated without penalty by (i) the Fund, by a vote of a majority of the
Board of Directors, or (ii) by a vote of a majority of the outstanding voting
securities of a Fund, or (iii) by DMC or DIAL, as relevant, at any time on 60
days' written notice. Each Agreement will also terminate automatically upon
its "assignment," as that term is defined in the 1940 Act.
Under each of the current and proposed Agreements, best efforts are used to
obtain the best available price and most favorable execution for portfolio
transactions. Orders may be placed with brokers or dealers who provide
brokerage and research services to the investment manager, sub-adviser or
their advisory clients. To the extent
22
<PAGE>
consistent with the requirements of the rules of the SEC and the National
Association of Securities Dealers, Inc., these orders may be placed with
brokers who sell shares of the Funds. The services provided may include
advice, either directly or through publications or writings, as to the value
of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports concerning issuers, securities
or industries; providing information on economic factors and trends; assisting
in determining portfolio strategy; providing computer software and hardware
used in security analyses; and providing portfolio performance evaluation and
technical market analyses. Such services are used by the investment manager or
sub-adviser in connection with their investment decision-making process with
respect to one or more Funds or accounts that they manage, and need not be
used exclusively with respect to the Fund or account generating the brokerage.
As provided in the Securities Exchange Act of 1934 and the current and
proposed Agreements, higher commissions are permitted to be paid to
broker/dealers who provide brokerage and research services than to
broker/dealers who do not provide such services, if such higher commissions
are deemed reasonable in relation to the value of the brokerage and research
services provided. In some instances, services provided constitute in some
part brokerage and research services used in connection with the investment
decision-making process and constitute in some part services used in
connection with administrative or other functions not related to the
investment decision-making process. In such cases, the investment manager or
sub-adviser will make a good faith allocation of brokerage and research
services and will pay out of their own resources for services used by them in
connection with administrative or other functions not related to the
investment decision-making process.
The current and proposed Agreements provide that, in the absence of willful
misfeasance, bad faith, gross negligence or a reckless disregard to the
performance of its duties to a Fund, the investment manager or sub-adviser
shall not be liable to the Fund or any shareholder of the Fund for any action
or omission in the course of, or in connection with, rendering services under
a current or proposed Agreement, or for any losses that may be sustained in
the purchase, holding or sale of any security or otherwise.
OTHER AGREEMENTS WITH THE FUNDS
Voyageur Investment Trust is currently party to a Distribution Agreement
relating to the Funds with Delaware Distributors, L.P. (the "Distributor"), an
affiliate of DMC and DIAL. The Distributor's principal address is 1818 Market
Street, Philadelphia, PA 19103. Pursuant to the Distribution Agreement, the
Distributor provides underwriting, distribution and marketing services to the
Funds. The Agreement includes references to distribution plans adopted
pursuant to Rule 12b-1 under the 1940 Act. Voyageur Investment Trust is also a
party to a Shareholders Services Agreement and a Fund Accounting Agreement
with Delaware Service Company, Inc. ("DSC"), an affiliate of DMC and DIAL,
pursuant to which DSC provides fund accounting, shareholder servicing,
dividend disbursing and transfer agency services.
DSC also performs administrative and accounting services for the Closed-End
Funds pursuant to a Fund Administration and Accounting Agreement with each
Closed-End Fund. Under each agreement, DSC calculates the Fund's daily net
asset value, performs financial reporting and portfolio compliance testing,
and maintains comprehensive administrative records for the Funds.
Exhibit F to this Proxy Statement lists the amount of any payments made to DSC
pursuant to service agreements or to the Distributor pursuant to Rule 12b-1
Plans, for each Fund's most recently completed fiscal year.
23
<PAGE>
PROPOSAL SIX: TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE COMPANY
This Proposal applies to all Companies except for Delaware Group Limited-Term
Government Funds, Inc.
The Boards of Directors have selected Ernst & Young LLP as independent
auditors of each Company for the current fiscal year and shareholders are
asked to ratify this selection. Ernst & Young LLP's principal address is Two
Commerce Square, Philadelphia, PA 19103. A representative from Ernst & Young
LLP is expected to be present at the meeting. The representative of Ernst &
Young LLP will have an opportunity to make a statement if he or she desires to
do so and will be available to respond to appropriate questions. The
Companies' Audit Committee meets periodically with the representatives of
Ernst & Young LLP to receive reports from Ernst & Young LLP and plan for the
Companies' audits.
REQUIRED VOTE. A simple majority (more than 50%) of the outstanding voting
securities of each Company, regardless of individual Funds within a Company,
is required to ratify the selection of Ernst & Young LLP as independent
auditor for each such Company, except that the shareholders of Delaware Group
Global Dividend and Income Fund, Inc. and Voyageur Investment Trust may ratify
the auditor selection with a majority of "votes cast," which could be less
than 50% of a Company's outstanding voting securities.
THE BOARD OF DIRECTORS OF EACH COMPANY UNANIMOUSLY RECOMMENDS THAT YOU RATIFY
THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR SUCH COMPANY
FOR THE CURRENT FISCAL YEAR.
PROPOSAL SEVEN: TO APPROVE THE REORGANIZATION OF THE COMPANY FROM A
MASSACHUSETTS BUSINESS TRUST INTO A MARYLAND CORPORATION
This Proposal only applies to the following two Companies:
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR INVESTMENT TRUST
Delaware-Voyageur Tax-Free California Insured Fund
Delaware-Voyageur Tax-Free Florida Fund
Delaware-Voyageur Tax-Free Florida Insured Fund
Delaware-Voyageur Tax-Free Kansas Fund
Delaware-Voyageur Tax-Free Missouri Insured Fund
Delaware-Voyageur Tax-Free New Mexico Fund
Delaware-Voyageur Tax-Free Oregon Insured Fund
Delaware-Voyageur Tax-Free Utah Fund
Delaware-Voyageur Tax-Free Washington Insured Fund
The Boards of Trustees of Voyageur Investment Trust ("Investment Trust") and
Voyageur Florida Insured Municipal Income Fund ("Florida Municipal Fund") (the
"Current Boards") have approved separate Agreements and Plans of
Reorganization (the "Plans") substantially in the form attached to this Proxy
Statement as Exhibit L. Each Plan provides for a reorganization (a
"Reorganization") pursuant to which each Company will change its domicile and
form of organization from a Massachusetts business trust to a Maryland
corporation. Investment Trust and Florida Municipal Fund may be referred to in
this Proposal as the "Current Funds." The respective series of shares of
Investment Trust are referred to in this Proposal as the "Current Series."
With respect to each Current Fund, the Reorganization involves the
continuation of the Current Fund in the form of a newly created Maryland
corporation. Separate classes and series of shares of each Maryland
corporation which correspond to the classes and series of each Current Fund
will carry on the business of the Current Fund. The newly created Maryland
corporations are referred to in this Proposal as the "New Funds." With respect
to Investment Trust, the series of shares of the New Funds which correspond to
the Current Series of shares of Investment Trust are referred to as the "New
Series."
Under the Reorganization, the investment objectives of each New Fund and New
Series will be the same as those of its corresponding Current Fund and Current
Series, as applicable; the portfolio securities of each Current Fund and
Current Series will be transferred to its corresponding New Fund and New
Series, as applicable; and shareholders will own interests in each New Fund
that are equivalent to their interests in the Current Fund on
24
<PAGE>
the closing date of the Reorganization. The trustees, officers and employees
of each Current Fund on the effective date of the Reorganization will become
the directors, officers and employees of the corresponding New Fund,
respectively, and will operate the New Fund in the same manner as they
previously operated the Current Fund. DMC will be responsible for the
investment management of each New Fund and New Series, as applicable. In
essence, a shareholder's investment in a Current Fund will not change for all
practical purposes.
BACKGROUND AND REASONS FOR THE REORGANIZATIONS. The Current Boards unanimously
recommend conversion of the Current Funds into Maryland corporations because
they have determined that the Maryland corporate form of organization provides
certain administrative advantages to the Funds. Specifically, the
Reorganizations would increase uniformity among the funds within the Delaware
Investments family, which are primarily organized as Maryland corporations.
Increased uniformity among the funds, many of which share common directors,
officers and service providers, is expected to reduce the costs and resources
devoted to compliance with varying state corporate or trust laws and also
reduce administrative burdens.
Maryland corporate law contains provisions specifically designed for mutual
funds, which take into account their unique structure and operations, and
allows funds to simplify their operations by reducing administrative burdens
to generally operate more efficiently. For example, as with Massachusetts
business trusts, funds organized as Maryland corporations are not required to
hold annual shareholders' meetings if meetings are not otherwise required by
the federal securities laws, the charter or bylaws, and such funds may create
new classes or series of stock without having to obtain the approval of
shareholders at a meeting. Another advantage that is afforded to a mutual fund
organized as a Maryland corporation is that there is a well established body
of corporate precedent which may be relevant in deciding issues pertaining to
the corporation.
For these reasons, the Current Boards believe it is in the interest of
shareholders of the Current Funds to reorganize the Current Funds into
Maryland corporations. At present, it appears that the most advantageous time
to consummate the Reorganizations is on or before December 31, 1998, however,
such date may be modified by the Current Fund and the New Fund. The Current
Board reserves the right to abandon the Reorganizations if it determines that
such action is in the best interest of the Current Funds.
The following discussion under the captions "Consequences and Procedures of
the Reorganization," "Capitalization and Structure," "Effects of Shareholder
Approval of the Reorganization," "Federal Income Tax Consequences of the
Plan," and "Expenses of the Reorganization" applies to the Reorganization of
each Current Fund, except where otherwise specifically noted.
CONSEQUENCES AND PROCEDURES OF THE REORGANIZATION. Upon consummation of the
Reorganization, the New Fund will continue the Current Fund's business with
the same investment objectives, policies and restrictions that are in effect
for the Current Fund at the time of the consummation of the Reorganization
(see the discussion under "Investment Policies and Restrictions" below). The
net asset value of the shares of each class of each Current Series, and the
net asset value of the common shares of the Florida Municipal Fund, will not
be affected by the Reorganization. The New Fund has been organized
specifically for the purpose of effecting the Reorganization. Immediately
prior to the effective date of the Reorganization (as defined in the Plan),
the New Fund corresponding to Investment Trust will have outstanding only one
share of each class of stock of each New Series corresponding to the shares of
each class of stock of each Current Series. Immediately prior to the effective
date of the Reorganization, the New Fund corresponding to the Florida
Municipal Fund will have outstanding only one share of each class, common and
preferred, and series of stock corresponding to the shares of each class and
series of stock of the Florida Municipal Fund. The Current Fund will be the
sole holder of the shares of such stock. The Plan contemplates that the
trustees serving at the time of the Reorganization will serve as directors of
the New Fund, with comparable responsibilities, if the shareholders give the
requisite approval at the meeting. The officers of the Current Fund will
become officers of the New Fund with comparable responsibilities. The
Reorganization will not result in the recognition of income, gain or loss for
Federal income tax purposes to the Current Fund, the New Fund or the holders
of shares of the Current Fund. (See "Federal Income Tax Consequences of the
Plan.")
25
<PAGE>
To accomplish the Reorganization, the Plan provides that the Current Fund will
transfer all of its assets or the assets of the Current Series, as applicable,
subject to its related liabilities, to the corresponding New Fund and, if
applicable, to each of its corresponding New Series. The New Fund will
establish an account for each shareholder and will credit to that account the
exact number of full and fractional shares of the class of the New Series (or
the exact number of full and fractional shares of the class and series of the
New Fund corresponding to the Florida Municipal Fund) that such shareholder
previously held in the same class of the corresponding Current Series (in the
same class and series of the Florida Municipal Fund) on the effective date of
the Reorganization. Each shareholder will retain the right to any declared but
undistributed dividends or other distributions payable on the shares of the
Current Fund and Current Series, as applicable, that he or she owned. On the
date of the Reorganization, the net asset value per share of each class of
each Current Series, and the net asset value of the common shares of the
Florida Municipal Fund, will be the same as the net asset value per share of
the corresponding class of the New Series or net asset value per share of the
common shares of the New Fund corresponding to the Florida Municipal Fund. The
New Fund will assume all liabilities and obligations of its corresponding
Current Fund. As soon as practicable after the effective date of the
Reorganization, the Current Fund will be dissolved and its existence
terminated.
With respect to the Florida Municipal Fund, the holders of the preferred
shares will continue to have the same privileges, preferences and limitations
and substantially the same dividend and voting rights as they had prior to the
Reorganization. The dividends applicable to the preferred shares will be
determined, declared and paid in the same manner using the same procedures as
prior to the Reorganization. The holders of the preferred shares are subject
to rating agency guidelines which are set forth in the resolutions of the
Board of Trustees and are part of the Declaration of Trust of the Florida
Municipal Fund. Securities are given ratings by independent rating
organizations which grade the company issuing the securities based upon its
financial soundness. The rating agency guidelines govern the manner in which
the preferred shares are rated by rating agencies, which currently include
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings
Group ("S&P"). The Board of Trustees has approved a modification of the
guidelines to permit the Reorganization, but the modification is subject to
the receipt of written confirmation from Moody's and S&P that the modification
of the guidelines and the Reorganization will not impair the ratings currently
assigned to the preferred shares. Moody's and S&P have been notified of the
modification of the guidelines and the Reorganization and have stated that
they will provide written confirmation that the modification or Reorganization
will not impair such ratings. It is anticipated that Moody's and S&P will
provide the requisite written confirmations prior to the effective date of the
Reorganization of the Florida Municipal Fund. If Moody's and S&P do not
provide such written confirmations, the Board of Trustees of the Florida
Municipal Fund will take steps to meet any concerns presented by the rating
agencies and, if the rating agencies still do not provide such written
confirmations, will terminate or abandon the Reorganization.
On the effective date of the Reorganization, each certificate representing
shares of a class of a Current Series (representing shares of a class and
series of the Florida Municipal Fund) will represent an identical number of
shares of the same class of the corresponding New Series (of the same class
and series of the New Fund corresponding to the Florida Municipal Fund).
Shareholders will have the right to exchange their certificates of the Current
Fund for certificates of the New Fund. A shareholder, however, is not required
to make this exchange of certificates.
The Plan provides that the effective date of the Reorganization will be (i)
the next business day after the later of the receipt of all necessary
regulatory approvals and the final adjournment of the meeting of shareholders
of the Current Fund at which the Plan will be considered or (ii) such later
date as the Current Fund and the New Fund may mutually agree. It is expected
that this will be on December 31, 1998, or such earlier time as the Current
Board deems advisable and in the best interest of the Current Fund and its
shareholders. The Plan may be terminated and the Reorganization abandoned at
any time prior to the effective date of the Reorganization by the Current
Board. If the Reorganization is not so approved or if the members of the
Current Board determine to terminate or abandon the Reorganization, the
Current Fund will continue to operate as a Massachusetts business trust.
26
<PAGE>
CAPITALIZATION AND STRUCTURE. Investment Trust was organized as a
Massachusetts business trust pursuant to an Agreement and Declaration of Trust
dated September 16, 1991. It has an unlimited number of shares of beneficial
interest authorized, without par value. The shares of Investment Trust have
been divided into nine separate series with four classes of shares of each
such series. The New Fund corresponding to Investment Trust was incorporated
under the Maryland General Corporation Law (the "Maryland Code") on September
16, 1998. It has authorized capitalization of 2,000,000,000 shares of common
stock, par value $0.01 per share. The Board of Directors of the New Fund has
the power to designate one or more classes and series of shares of common
stock and to classify and reclassify any unissued shares with respect to each
class and series. Initially, the New Fund has designated the same number of
classes and series as its corresponding Current Fund.
With respect to Investment Trust, shares of the respective classes of the New
Series have the same dividend, redemption, voting, exchange and liquidation
rights, and terms of conversion as the corresponding Current Series. Shares of
the respective classes of both the Current Series and the corresponding New
Series are fully paid, non-assessable, and freely transferable and have no
preemptive or subscription rights.
The Florida Municipal Fund was organized as a Massachusetts business trust
pursuant to a Declaration of Trust dated December 29, 1992. It has an
unlimited number of common shares of beneficial interest and an unlimited
number of preferred shares of beneficial interest authorized. The Florida
Municipal Fund has 2,422,200 common shares issued and outstanding. The
preferred shares are issued in two series, with 200 shares designated as
Municipal Income Preferred Shares, Series A, and 200 shares designated as
Municipal Income Preferred Shares, Series B. All shares have a par value of
$0.01 per share. The New Fund was incorporated under the Maryland Code on
September 16, 1998. Articles of Amendment and Restatement of the New Fund were
filed on October 9, 1998, which provide for authorized capitalization of
2,422,200 shares of common stock and 400 shares of preferred stock, par value
$0.01 per share, of which 200 shares of preferred stock are designated
Municipal Income Preferred Shares, Series A, $0.01 par value per share, and
200 shares of preferred stock are designated Municipal Income Preferred
Shares, Series B, $0.01 par value per share.
With respect to the Florida Municipal Fund, shares of the respective series
and classes of the corresponding New Fund have substantially the same dividend
and voting rights and the same liquidation rights, preferences, and terms and
conditions of redemption and repurchase, as the corresponding Current Fund.
Shares of the respective classes and series of both the Florida Municipal Fund
and the corresponding New Fund have no preemptive or subscription rights.
Prior to the Reorganization, the New Fund will have nominal assets and no
liabilities. The sole shareholder of the New Fund will be the corresponding
Current Fund. Each New Fund and New Series will have the same investment
objective and policies as its corresponding Current Fund and Current Series,
as applicable. (See the discussion under "Investment Policies and
Restrictions" below.) DMC will provide investment management services to the
New Fund and the New Series as it does to the Current Fund and the Current
Series, as applicable. The New Fund will have the same fiscal year as the
Current Fund.
Subsequent to the closing of the Reorganization, shares of the respective
classes of the Current Series (the respective classes and series of the
Florida Municipal Fund) will be exchanged for an identical number of shares of
the same class of the corresponding New Series (the same class and series of
the corresponding New Fund in the case of the Florida Municipal Fund).
Thereafter, for Investment Trust, shares of each class of the New Series will
be available for issuance at their net asset value applicable at the time of
sale. The New Fund will adopt the Current Fund's existing registration
statement under the 1940 Act and, with respect to Investment Trust, under the
Securities Act of 1933.
EFFECTS OF SHAREHOLDER APPROVAL OF THE REORGANIZATION. An investment company
registered under the 1940 Act is required to: (1) submit the selection of the
company's independent auditors to all shareholders for their ratification; (2)
call a special meeting to elect directors (trustees) within 60 days if, at any
time, less than one half of the directors (trustees) holding office have been
elected by all shareholders; and (3) submit any proposed
27
<PAGE>
investment management agreement relating to a particular series of the
investment company to the shareholders of that series for approval.
The Current Board believes that it is in the best interest of the shareholders
of the Current Fund (who will become the shareholders of the corresponding New
Fund if the Reorganization is approved) to avoid the considerable expense of
another shareholders' meeting to obtain the shareholder approvals described
above shortly after the closing of the Reorganization and, in the case of the
Florida Municipal Fund, to avoid the expense of holding a special
shareholders' meeting in addition to the regular annual meeting. The Current
Board also believes that it is not in the best interest of the shareholders to
carry out the Reorganization if the surviving New Fund would not have a Board
of Directors, independent auditors, and an investment management agreement
complying with the 1940 Act.
The Current Board will, therefore, consider approval of the Reorganization by
the requisite vote of the shareholders of the Current Fund to constitute the
approval of the Plan contained in Exhibit L, and will also constitute, for the
purposes of the 1940 Act: (1) ratification of the independent auditors for
each Current Fund at the time of the Reorganization as the New Fund's
independent auditors (please see Proposal 6); (2) election of the Directors
(Trustees) of the Current Fund who are in office at the time of the
Reorganization as the directors of the New Fund after the closing of the
Reorganization (please see Proposal 1); (3) approval by the shareholders of
each Current Series of the investment management agreement between the New
Fund and DMC for the New Series, which will be substantially identical to the
agreement that is in place between the Current Fund and DMC for the
corresponding Current Series of Investment Trust on the effective date of the
Reorganization (please see Proposal 5a); and (4) approval by the shareholders
of the Florida Municipal Fund of the investment management agreement between
the corresponding New Fund and DMC, which will be substantially identical to
the agreement that is in place between the Florida Municipal Fund and DMC on
the effective date of the Reorganization (please see Proposal 5a).
The New Fund will issue a single share of each class of stock of the New
Series (a single share of each class and series of stock of the corresponding
New Fund of the Florida Municipal Fund) to the Current Fund, and, assuming
approval of the Reorganization by shareholders of the Current Fund, the
officers of the Current Fund, prior to the Reorganization, will cause the
Current Fund, as the sole shareholder of the New Fund, to vote such shares
"FOR" the matters specified in the above paragraph. The Current Fund will then
consider the requirements of the 1940 Act referred to above to have been
satisfied.
The mailing address and telephone number of the principal executive offices of
both the Current Fund and New Fund are 1818 Market Street, Philadelphia, PA
19103, and 1-800-523-1918, respectively.
INVESTMENT POLICIES AND RESTRICTIONS. If the investment policies and
restrictions for the Current Fund and Current Series as proposed and set forth
in Proposals Two, Three and Four are approved by the shareholders, the
investment policies and restrictions of the corresponding New Fund and New
Series will be the policies and restrictions of the Current Fund and Current
Series as amended by the provisions set forth in such Proposals. For each
Current Fund and Current Series for which the investment policies and
restrictions set forth in Proposals Two, Three and Four are not approved, the
investment policies and restrictions of the corresponding New Fund and New
Series after the Reorganization will be the investment policies and
restrictions of that Current Fund and Current Series immediately prior to the
Reorganization.
INVESTMENT MANAGEMENT AGREEMENTS. If the proposed new investment management
agreement with DMC relating to the Current Fund and Current Series, as
applicable, as proposed and described in Proposal Five (a "New Agreement") is
approved by the shareholders of the Current Fund and Current Series, the terms
of the investment management agreement for the New Fund and New Series will be
substantially identical to the New Agreement for the Current Fund and Current
Series. For each Current Fund and Current Series for which the New Agreement
described in Proposal Five is not approved, if any, the investment management
agreement for the corresponding New Fund and New Series will be substantially
identical to the existing investment management agreement currently in place
for that Current Fund and Current Series, as applicable.
28
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN. It is anticipated that the
transactions contemplated by the Plan will be tax-free for federal income tax
purposes. Consummation of the Reorganization is subject to receipt of a legal
opinion from the law firm of Stradley, Ronon, Stevens & Young, LLP, counsel to
the Current Fund and New Fund, that under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), the exchange of assets of the
Current Fund for the shares of the corresponding New Fund, the transfer of
such shares to the holders of shares of the Current Fund and the liquidation
and dissolution of the Current Fund pursuant to the Plan will not give rise to
the recognition of a gain or loss for federal income tax purposes to the
Current Fund, the New Fund or shareholders of the Current Fund or the New
Fund. A shareholder's adjusted basis for tax purposes in the shares of the New
Fund after the exchange and transfer will be the same as his adjusted basis
for tax purposes in the shares of the corresponding Current Fund immediately
before the exchange. Each shareholder should consult his or her own tax
adviser with respect to the details of these tax consequences and with respect
to state and local tax consequences of the proposed transaction.
DISTRIBUTION PLANS AND SHAREHOLDER SERVICING ARRANGEMENTS. The New Fund
corresponding to Investment Trust will enter into agreements with DSC for
transfer agency, dividend disbursing and shareholder servicing and fund
accounting services which are substantially identical to the agreements
currently in effect for each corresponding Current Fund for such services.
With respect to the New Fund corresponding to Investment Trust, Delaware
Distributors, L.P. ("DDLP") will serve as the national distributor for the
shares of the New Series under a separate distribution agreement between DDLP
and the New Fund, which is substantially identical to the distribution
agreement currently in effect for the Current Series.
The New Fund corresponding to the Florida Municipal Fund will enter into an
agreement with Norwest Bank Minnesota, N.A. for transfer agency services which
is substantially identical to the agreement currently in effect between
Norwest Bank Minnesota, N.A. and the Florida Municipal Fund. The New Fund
corresponding to the Florida Municipal Fund will enter into an agreement with
DSC for administrative services and fund accounting services which is
substantially identical to the agreement currently in effect between DSC and
the Florida Municipal Fund.
Investment Trust has adopted distribution plans under Rule 12b-1 of the 1940
Act (each a "Distribution Plan") relating to certain classes of shares of the
Current Series. For each class of shares of Investment Trust that is subject
to a Distribution Plan, the corresponding New Fund also has adopted a
distribution plan that is substantially identical to the Distribution Plan
currently in place for the same class of shares of that Current Series.
REQUESTS FOR REDEMPTION OF INVESTMENT TRUST. Any request to redeem shares of
Investment Trust that is received and processed prior to the Reorganization
will be treated as a redemption of shares of Investment Trust. Any request to
redeem shares of Investment Trust received or processed after the
Reorganization will be treated as a request for the redemption of shares of
the corresponding New Fund.
EXPENSES OF THE REORGANIZATION. Because the Reorganization will benefit solely
the Current Fund and its shareholders, the Current Board has authorized that
the expenses incurred by the Current Fund in the Reorganization or arising out
of the Reorganization shall be paid by the Current Fund, whether or not the
Reorganization is approved by the shareholders.
COMPARISON OF LEGAL STRUCTURES. A comparison of the Massachusetts statutory
provisions governing business trusts ("Massachusetts Statute") with the
Maryland Code, as well as a comparison of relevant provisions of the governing
documents of the Current Funds and the New Funds, is included in Exhibit M,
which is entitled "Differences in Legal Structures."
REQUIRED VOTE. The Plans and the transactions contemplated thereby, including
the liquidation and dissolution of the Current Funds, requires the approval of
the shareholders as set forth below:
. Investment Trust--The vote of a "majority of the outstanding voting
securities" of Investment Trust, which means the vote of : (i) more than
50% of the outstanding voting securities of Investment Trust; or
29
<PAGE>
(ii) 67% or more of the voting securities of Investment Trust present at a
meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy, whichever is less.
. Florida Municipal Fund--The affirmative vote of a majority of all votes
entitled to be cast at the meeting (shares of each class voting together
as a single class).
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
REORGANIZATION.
PROPOSAL EIGHT: TO APPROVE A PLAN OF LIQUIDATION AND DISSOLUTION FOR THE U.S.
GOVERNMENT MONEY FUND SERIES OF DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS,
INC.
This Proposal only applies to the U.S. Government Money Fund series of Delaware
Group Limited-Term Government Funds, Inc.
You are being asked to consider and approve a Plan of Liquidation and
Dissolution ("Liquidation Plan") which would result in the liquidation of the
U.S. Government Money Fund and the proceeds from such liquidation being
distributed to you in proportion to the value of your shares.
In September 1998, management of U.S. Government Money Fund presented to the
Board of Directors a proposal for the liquidation and dissolution of the Fund.
At the meeting representatives of DMC and DDLP discussed the Fund's previous
operating history, including its performance, as well as the historical and
anticipated sales activity. In management's view, the Fund's current size
prevents its efficient operation. In particular, the expense ratio is not
competitive without voluntary fee waivers and expense payments by the
investment manager. For example, in the Fund's 1996 and 1997 fiscal years,
total expenses represented 0.74% and 0.70%, respectively, of the Fund's average
net assets, after waiver of all management fees and payment of expense
reimbursements. Had such waivers and reductions not been made in the Fund's
1996 and 1997 fiscal years, total expenses would have represented 1.56% and
1.22%, respectively, of the Fund's average net assets. Similarly, the Fund has
not been popular because of the industry-wide disinterest in government money
market funds. In general, investors have turned to higher yielding, high
quality money market funds. Given the decreased interest in the Fund over the
last seven years, management believes that the potential for significant cash
inflows in the future is not high.
In light of the above, management recommended that the Board vote to liquidate
and dissolve the Fund. After analyzing the factors described above, and
considering the alternatives to liquidating the Fund, the Board unanimously
determined that liquidation and dissolution of the Fund is in the best
interests of the shareholders and approved the Liquidation Plan.
PLAN OF LIQUIDATION AND DISSOLUTION. The Board of Directors has approved the
Form of Liquidation Plan set forth in Exhibit N to this Proxy Statement. If the
shareholders vote to liquidate the Fund, the liquidation will be carried out
according to the terms of the Liquidation Plan. The terms of the Liquidation
Plan are summarized here.
1. Effective Date of the Liquidation Plan and Cessation of the Fund's Business.
The Liquidation Plan will become effective on the date that it is adopted and
approved by shareholders. Following shareholder approval, the Fund will cease
making new investments in accordance with its investment objective. In
addition, the Fund will not engage in any business activities except to dispose
of portfolio securities, to distribute its assets to its shareholders (after it
pays in full its creditors) and to wind up its affairs.
2. Closing of Books and Restriction of Transfer and Redemption of Shares. At
the close of business on the effective date, the books of the Fund will be
closed and the shareholders' proportionate interests in the Fund will be fixed.
Once the interests are fixed pursuant to this Liquidation Plan, shareholders
will no longer be able to redeem shares of the Fund. Instead, such stockholders
will receive a liquidating distribution. SHAREHOLDERS MAY CONTINUE TO REDEEM
THEIR SHARES UP TO THE EFFECTIVE DATE.
30
<PAGE>
3. Liquidating Distribution. As soon as possible after the Fund has disposed
of its portfolio securities, and no later than 60 days after the approval of
the Liquidation Plan, the Fund will mail to each shareholder: (1) a
distribution amount equal to the shareholder's proportionate interest in the
net assets of the Fund; and (2) information concerning the sources of the
liquidating distribution.
4. Expenses. The Fund will pay all of the expenses incurred in carrying out
the Liquidation Plan. Before the liquidating distribution is mailed to
shareholders, the Fund will pay other expenses and liabilities incurred (or
expected to be incurred) by the Fund before the distribution.
5. Dissolution of the Fund. After the liquidating distribution is mailed to
shareholders, the Fund will be dissolved in accordance with the laws of the
state of Maryland. The Directors will have the authority to authorize
variations from, or changes to, the Liquidation Plan if appropriate to
accomplish the purposes of the Liquidation Plan.
If the Liquidation Plan is approved, you will receive a distribution in an
amount equal to your interest in the net assets of the Fund as determined on
the effective date.
TAX CONSEQUENCES. Because the Fund is a daily dividend money market fund
maintaining a stable net asset value of $1.00 per share, it is anticipated
that you will have no material adverse tax consequences as a result of the
Fund's liquidation.
REQUIRED VOTE. The Board of Directors is asking you to vote on the proposal to
liquidate the Fund. According to the Company's Articles of Incorporation, an
affirmative vote by a majority of all votes entitled to be cast is necessary
to approve the Liquidation Plan. If the shareholders do not approve the
Liquidation Plan, the Fund will continue to operate, offer its shares and
invest its assets in accordance with its stated objectives and policies. The
Board may then consider other alternatives for the future of the Fund.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL
OF THE LIQUIDATION PLAN.
31
<PAGE>
EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATES
<TABLE>
<CAPTION>
SHARES OWNED BY
FUND DIRECTORS
SHARES AND EXECUTIVE
RECORD OUTSTANDING ON OFFICERS AS A GROUP
COMPANY/FUND DATE RECORD DATE* AS OF JULY 31, 1998
------------ ------- -------------- -------------------
<S> <C> <C> <C>
DELAWARE GROUP LIMITED-TERM
GOVERNMENT FUNDS, INC.
U.S. Government Money Fund ....... 9/7/98 15,467,296.002 89.170
VOYAGEUR INVESTMENT TRUST
Delaware-Voyageur Tax-Free
California Insured Fund.......... 9/7/98 3,200,241.928 None
Delaware-Voyageur Tax-Free Florida
Fund............................. 9/7/98 1,238,178.431 None
Delaware-Voyageur Tax-Free Florida
Insured Fund..................... 9/7/98 13,261,433.970 None
Delaware-Voyageur Tax-Free Kansas
Fund............................. 9/7/98 1,465,649.984 None
Delaware-Voyageur Tax-Free
Missouri Insured Fund............ 9/7/98 5,366,623.219 None
Delaware-Voyageur Tax-Free New
Mexico Fund...................... 9/7/98 2,035,719.463 None
Delaware-Voyageur Tax-Free Oregon
Insured Fund..................... 9/7/98 3,006,459.121 None
Delaware-Voyageur Tax-Free Utah
Fund............................. 9/7/98 289,035.025 None
Delaware-Voyageur Tax-Free
Washington Insured Fund.......... 9/7/98 358,811.413 None
DELAWARE GROUP DIVIDEND AND INCOME
FUND, INC.......................... 9/7/98 14,307,000.000 1,000.000
DELAWARE GROUP GLOBAL DIVIDEND AND
INCOME FUND, INC................... 9/7/98 6,650,647.000 1,274.339
VOYAGEUR ARIZONA MUNICIPAL INCOME
FUND, INC.
COMMON STOCK...................... 10/6/98 2,982,200.000 None
PREFERRED STOCK................... 10/6/98 500.000 None
VOYAGEUR COLORADO INSURED MUNICIPAL
INCOME FUND, INC.
COMMON STOCK...................... 10/6/98 4,837,100.000 None
PREFERRED STOCK................... 10/6/98 800.000 None
VOYAGEUR FLORIDA INSURED MUNICIPAL
INCOME FUND........................ 2,422,200.000
COMMON SHARES..................... 9/7/98 None
PREFERRED SHARES.................. 9/7/98 400.000 None
VOYAGEUR MINNESOTA MUNICIPAL INCOME
FUND, INC.
COMMON STOCK...................... 10/6/98 2,594,700.000 2,344.000
PREFERRED STOCK................... 10/6/98 400.000 None
VOYAGEUR MINNESOTA MUNICIPAL INCOME
FUND II, INC.
COMMON STOCK...................... 10/6/98 7,252,200.000 5,734.000
PREFERRED STOCK................... 10/6/98 1,200.000 None
VOYAGEUR MINNESOTA MUNICIPAL INCOME
FUND III, INC.
COMMON STOCK...................... 10/6/98 1,837,200.000 2,204.760
PREFERRED STOCK................... 10/6/98 300.000 None
</TABLE>
- --------
* The shares outstanding on the record date include all shares purchased in
transactions which have settled by the record date.
A-1
<PAGE>
EXHIBIT B
SHAREHOLDERS OWNING 5% OR MORE OF A FUND
The following accounts held of record 5% or more of the outstanding shares of
the Funds listed below as of July 31, 1998. Management does not have knowledge
of beneficial owners.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF PERCENT OF
FUND NAME AND ADDRESS SHARES FUND COMPANY
---- ---------------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Delaware Group Limited-
Term
Government Funds, Inc.
U.S. Government Money
Fund................. Delaware Management Business Trust 776,004 5.07% 1.36%
1818 Market Street
Philadelphia, PA 19103
Voyageur Investment
Trust
Delaware-Voyageur Tax-
Free Merrill Lynch, Pierce, Fenner & Smith 1,410,586 10.50% 4.69%
Florida Insured Fund. For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East
Jacksonville, FL 32246
Delaware-Voyageur Tax-
Free Suntrust Bank--Tampa Bay 68,829 5.81% 0.23%
Florida Fund......... For the Benefit of Ron Slivka
and Donna Slivka
P.O. Box 105870
Atlanta, GA 30348
Merrill Lynch, Pierce, Fenner & Smith 61,983 5.23% 0.21%
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East
Jacksonville, FL 32246
Delaware-Voyageur Tax-
Free Alena M. Hess, Trustee 72,904 5.04% 0.24%
Kansas Fund.......... Alena M. Hess Trust
P.O. Box 53
Louisburg, KS 66053
Delaware-Voyageur Tax-
Free Merrill Lynch, Pierce, Fenner & Smith 329,211 16.12% 1.09%
New Mexico Fund...... For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East
Jacksonville, FL 32246
Delaware-Voyageur Tax-
Free Merrill Lynch, Pierce, Fenner & Smith 199,923 6.72% 0.66%
Oregon Insured Fund.. For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East
Jacksonville, FL 32246
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF PERCENT OF
FUND NAME AND ADDRESS SHARES FUND COMPANY
---- ---------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Delaware-Voyageur Tax-
Free Utah Fund....... Prudential Securities, Inc. 24,458 8.24% 0.08%
For the Benefit of William T. Logan and
Sally T. Logan, JT TEN
2426 Iron Canyon Drive
Park City, UT 84060
Merrill Lynch, Pierce, Fenner & Smith 21,545 7.27% 0.07%
For the Sole Benefit of its Customers
Attn: Fund Administration
4800 Deer Lake Drive East
Jacksonville, FL 32246
Smith Barney Inc. 19,293 6.50% 0.06%
388 Greenwich Street
New York, NY 10013
Prudential Securities 14,842 5.00% 0.05%
For the Benefit of Janet P. Parberry, TTE
Arden B. Gunderson and
Valoise Gunderson Trust
3276 English Way
Sandy, UT 84093
Delaware-Voyageur Tax-
Free Washington
Insured Fund......... PaineWebber 4,880 0.93% 0.08%
For the Benefit of the Hogin Family Trust
Richard D. and Mariann Hogin, Trustees
7624 North Panorama Drive
Spokane, WA 99208
PaineWebber 20,610 5.74% 0.07%
For the Benefit of Delbert L. Moore
1702 Moore Road
Colfax, WA 99111
Delaware Group Dividend
and Income Fund, Inc. .
Cede & Co. 14,830,180 98.44% 98.44%
P.O. Box 20
Bowling Green Station
New York, NY 10004
Delaware Group Global
Dividend and Income
Fund, Inc. ............ Cede & Co. 6,461,723 97.16% 97.16%
P.O. Box 20
Bowling Green Station
New York, NY 10004
</TABLE>
B-2
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
FUND NAME AND ADDRESS SHARES COMPANY
---- ---------------- --------- ----------
<S> <C> <C> <C>
Voyageur Arizona Municipal Cede & Co. 2,818,646 94.50%
Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
Voyageur Colorado Insured Cede & Co. 4,475,328 92.51%
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
Voyageur Florida Insured Cede & Co. 2,028,690 83.74%
Municipal Income Fund P.O. Box 20
Common Shares Bowling Green Station
New York, NY 10004
Voyageur Minnesota Municipal Cede & Co. 2,117,004 81.58%
Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
DDSY Co 169,420 6.52%
90 S. 7th St, Suite 4300
Minneapolis, MN 55402
Voyageur Minnesota Municipal Cede & Co. 6,338,871 87.39%
Income Fund II, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
Voyageur Minnesota Municipal Cede & Co. 1,637,693 89.13%
Income Fund III, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
</TABLE>
The following accounts held of record 5% or more of the outstanding Preferred
Shares of the Companies listed below as of August 17, 1998:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF PERCENT OF
FUND/SERIES NAME AND ADDRESS SHARES COMPANY PREFERRED SHARES
----------- ---------------- --------- ---------- ----------------
<S> <C> <C> <C> <C>
Voyageur Arizona Salomon Smith Barney 250 0.01% 50.00%
Municipal Income 333 W. 34th Street, 3rd Fl.
Fund, Inc. New York, NY 10001
Preferred Stock,
Series A
Voyageur Arizona Salomon Smith Barney 250 0.01% 50.00%
Municipal Income 333 W. 34th Street, 3rd Fl.
Fund, Inc. New York, NY 10001
Preferred Stock,
Series B
Voyageur Colorado Merrill Lynch 277 0.01% 34.63%
Insured Municipal P.O. Box 45000
Income Fund, Inc. New Brunswick, NJ 08945
Preferred Stock,
Series A
Voyageur Colorado Merrill Lynch 250 0.01% 31.25%
Insured Municipal P.O. Box 45000
Income Fund, Inc. New Brunswick, NJ 08945
Preferred Stock,
Series B
Salomon Smith Barney 79 0.001% 9.88%
333 W. 34th Street, 3rd Fl.
New York, NY 10001
</TABLE>
B-3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF PERCENT OF
FUND/SERIES NAME AND ADDRESS SHARES COMPANY PREFERRED STOCK
----------- ---------------- --------- ---------- ---------------
<S> <C> <C> <C> <C>
Voyageur Florida Salomon Smith Barney 174 0.01% 50.73%
Insured Municipal 333 W. 34th Street, 3rd Fl.
Income Fund New York, NY 10001
Preferred Shares,
Series A
PaineWebber Incorporated 23 0.001% 6.71%
1000 Harbor Blvd.
Weehawken, NJ 07087
Voyageur Florida Salomon Smith Barney 143 0.01% 41.69%
Insured Municipal 333 W. 34th Street, 3rd Fl.
Income Fund New York, NY 10001
Preferred Shares,
Series B
Voyageur Minnesota Salomon Smith Barney 399 0.02% 99.75%
Municipal Income 333 W. 34th Street, 3rd Fl.
Fund, Inc. New York, NY 10001
Preferred Stock
Voyageur Minnesota Salomon Smith Barney 423 0.02% 35.25%
Municipal Income Fund 333 W. 34th Street, 3rd Fl.
II, Inc. New York, NY 10001
Preferred Stock,
Series A
PaineWebber Incorporated 159 0.002% 13.25%
1000 Harbor Blvd.
Weehawken, NJ 07087
Voyageur Minnesota Salomon Smith Barney 530 0.01% 44.17%
Municipal Income Fund 333 W. 34th Street, 3rd Fl.
II, Inc. New York, NY 10001
Preferred Stock,
Series B
Voyageur Minnesota Salomon Smith Barney 300 0.02% 100%
Municipal Income Fund 333 W. 34th Street, 3rd Fl.
III, Inc. New York, NY 10001
Preferred Stock
</TABLE>
B-4
<PAGE>
EXHIBIT C
YEARS THAT DIRECTORS OR TRUSTEES FIRST TOOK OFFICE
<TABLE>
<CAPTION>
WAYNE A. JEFFREY J. WALTER P. JOHN H. ANTHONY D. ANN R. W. THACHER THOMAS F. CHARLES E.
STORK NICK BABICH DURHAM* KNERR LEVEN LONGSTRETH MADISON PECK
-------- ---------- --------- ------- ---------- ------ ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Delaware Group Dividend
and Income Fund, Inc... 1993 1997 1993 1993 1993 1993 1993 1997 1993
Delaware Group Global
Dividend and Income
Fund, Inc.............. 1993 1997 1993 1993 1993 1993 1993 1997 1993
Voyageur Arizona
Municipal Income Fund,
Inc.................... 1997 1997 1997 N/A 1997 1997 1997 1994 1997
Voyageur Colorado
Insured Municipal
Income Fund, Inc....... 1997 1997 1997 N/A 1997 1997 1997 1994 1997
Voyageur Florida Insured
Municipal Income Fund.. 1997 1997 1997 N/A 1997 1997 1997 1994 1997
Voyageur Investment
Trust.................. 1997 1997 1997 N/A 1997 1997 1997 1994 1997
Voyageur Minnesota
Municipal Income Fund,
Inc.................... 1997 1997 1997 N/A 1997 1997 1997 1994 1997
Voyageur Minnesota
Municipal Income Fund
II, Inc................ 1997 1997 1997 N/A 1997 1997 1997 1994 1997
Voyageur Minnesota
Municipal Income Fund
III, Inc............... 1997 1997 1997 N/A 1997 1997 1997 1994 1997
</TABLE>
- --------
* John H. Durham became a Director of the Companies in the years noted above.
On January 28, 1995, he was appointed Director Emeritus of the Companies. On
April 16, 1998, he was reappointed as a Director.
C-1
<PAGE>
EXHIBIT D
EXECUTIVE OFFICERS OF THE COMPANIES
DAVID K. DOWNES (58) Executive Vice President, Chief Operating Officer, Chief
Financial Officer of each of the 34 investment companies in the Delaware
Investments family, Delaware Management Holdings, Inc, Founders CBO
Corporation, Delaware Capital Management, Inc., Delaware Management Company (a
series of Delaware Management Business Trust), Delaware Investment Advisers (a
series of Delaware Management Business Trust) and Delaware Distributors, L.P.;
Executive Vice President, Chief Operating Officer, Chief Financial Officer and
Trustee of Delaware Management Business Trust; Executive Vice President, Chief
Operating Officer, Chief Financial Officer and Director of Delaware Management
Company, Inc., DMH Corp., Delaware Distributors, Inc., Founders Holdings, Inc.
and Delvoy, Inc.; President, Chief Executive Officer, Chief Financial Officer
and Director of Delaware Service Company, Inc.; President, Chief Operating
Officer, Chief Financial Officer and Director of Delaware International
Holdings Ltd.; Chairman and Director of Delaware Management Trust Company;
Chairman, Chief Executive Officer and Director of Retirement Financial
Services, Inc. During the past five years, Mr. Downes has served in various
executive capacities at different times in the Delaware Investments
organization.
RICHARD G. UNRUH (59) Executive Vice President of each of the 34 investment
companies in the Delaware Investments family, Delaware Management Holdings,
Inc., Delaware Management Company (a series of Delaware Management Business
Trust) and Delaware Capital Management, Inc.; President of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Executive Vice
President and Director/Trustee of Delaware Management Company, Inc. and
Delaware Management Business Trust; Director of Delaware International
Advisers Ltd. During the past five years, Mr. Unruh has served in various
executive capacities at different times within the Delaware Investments
organization.
PAUL E. SUCKOW (51) Executive Vice President/Chief Investment Officer, Fixed
Income of each of the 34 investment companies in the Delaware Investments
family, Delaware Management Company, Inc., Delaware Management Business Trust,
Delaware Management Company (a series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of Delaware Management Business Trust)
and Delaware Management Holdings, Inc.; Executive Vice President and Director
of Founders Holdings, Inc.; Executive Vice President of Delaware Capital
Management, Inc.; Director of Founders CBO Corporation; Director of HYPPCO
Finance Company Ltd. During the past five years, Mr. Suckow has served in
various executive capacities at different times within the Delaware
Investments organization.
MICHAEL P. BISHOF (36) Senior Vice President/Treasurer of each of the 34
investment companies in the Delaware Investments family and Founders Holdings,
Inc.; Senior Vice President/Investment Accounting of Delaware Management
Company, Inc., Delaware Management Business Trust, Delaware Management Company
(a series of Delaware Management Business Trust) and Delaware Service Company,
Inc.; Senior Vice President and Treasurer/Manager of Investment Accounting of
Delaware Distributors, L.P. and Delaware Investment Advisers (a series of
Delaware Management Business Trust); Senior Vice President and Manager of
Investment Accounting of Delaware International Holdings Ltd.; Senior Vice
President and Assistant Treasurer of Founders CBO Corporation. Before joining
Delaware Investments in 1995, Mr. Bishof was a Vice President for Bankers
Trust, New York, NY, from 1994 to 1995, a Vice President for CS First Boston
Investment Management, New York, NY, from 1993 to 1994, and an Assistant Vice
President for Equitable Capital Management Corporation, New York, NY, from
1987 to 1993.
GEORGE M. CHAMBERLAIN, JR. (51) Senior Vice President, Secretary and General
Counsel of each of the 34 investment companies in the Delaware Investments
family; Senior Vice President and Secretary of Delaware Distributors, L.P.,
Delaware Management Company (a series of Delaware Management Business Trust),
Delaware Investment Advisers (a series of Delaware Management Business Trust)
and Delaware Management Holdings, Inc.; Senior Vice President, Secretary and
Director/Trustee of DMH Corp., Delaware Management Company, Inc., Delaware
Distributors, Inc., Delaware Service Company, Inc., Founders Holdings, Inc.,
Retirement Financial Services Inc., Delaware Capital Management, Inc., Delvoy,
Inc. and Delaware
D-1
<PAGE>
Management Business Trust; Executive Vice President, Secretary and Director of
Delaware Management Trust Company.
JOSEPH H. HASTINGS (48) Senior Vice President/Corporate Controller of each of
the 34 investment companies in the Delaware Investments family and Founders
Holdings, Inc.; Senior Vice President/Corporate Controller and Treasurer of
Delaware Management Holdings, Inc., DMH Corp., Delaware Management Company,
Inc., Delaware Management Business Trust, Delaware Management Company (a
series of Delaware Management Business Trust), Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service Company, Inc., Delaware Capital
Management, Inc., Delaware International Holdings Ltd. and Delvoy, Inc.; Chief
Financial Officer/Treasurer of Retirement Financial Services, Inc.; Executive
Vice President/Chief Financial Officer/Treasurer of Delaware Management Trust
Company; Senior Vice President/Assistant Treasurer of Founders CBO
Corporation. During the past five years, Mr. Hastings has served in various
executive capacities at different times within the Delaware Investments
organization.
PATRICK P. COYNE (35) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business Trust), Delaware
Capital Management, Inc., and of the fixed-income funds in the Delaware
Investments family. During the past five years, Mr. Coyne has served in
various capacities at different times within the Delaware Investments
organization.
MITCHELL L. CONERY (39) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business Trust), and of
the fixed-income funds in the Delaware Investments family. Before joining
Delaware Investments in 1997, Mr. Conery was an investment officer with
Travelers Insurance from 1995 through 1996, and a research analyst with CS
First Boston from 1992 to 1995.
ELIZABETH H. HOWELL (36) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business Trust) and of
the fixed-income funds in the Delaware Investments family. Before joining
Delaware Investments in 1997, Ms. Howell was a senior portfolio manager with
Voyageur Fund Managers, Inc.
PAUL A. MATLACK (39) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business Trust) and of
the fixed-income funds in the Delaware Investments family; Vice President of
Founders Holdings, Inc.; President and Director of Founders CBO Corporation.
During the past five years, Mr. Matlack has served in various capacities at
different times within the Delaware Investments organization.
ANDREW M. MCCULLAGH (50) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business Trust) and of
the fixed-income funds in the Delaware Investments family. Before joining
Delaware Investments in 1997, Mr. McCullagh was a senior portfolio manager
with Voyageur Fund Managers, Inc.
GARY A. REED (43) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business Trust), and
Delaware Capital Management, Inc.; and an officer of the fixed-income funds in
the Delaware Investments family. During the past five years, Mr. Reed has
served in various capacities at different times within the Delaware
Investments organization.
D-2
<PAGE>
BABAK ZENOUZI (35) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Business Trust, Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Investment Advisers (a series of Delaware Management Business Trust), and of
the equity funds in the Delaware Investments family. During the past five
years, Mr. Zenouzi has served in various capacities at different times within
the Delaware Investments organization.
D-3
<PAGE>
EXHIBIT E
SHAREHOLDINGS BY DIRECTORS AND NOMINEES IN THE
DELAWARE INVESTMENTS FUNDS AS OF JULY 31, 1998
<TABLE>
<CAPTION>
COMPANY SHARES OWNED PERCENTAGE OF FUND/COMPANY OWNED
------- ------------- --------------------------------
<S> <C> <C>
WAYNE A. STORK
Delaware Group Equity Funds I,
Inc.
Devon Fund .................. 65,720.574 Less than 1%/Less than 1%
Delaware Group Equity Funds
II, Inc.
Decatur Income Fund.......... 1,118.749 Less than 1%/Less than 1%
Delaware Group Equity Funds V,
Inc.
Small Cap Value Fund......... 2,862.459 Less than 1%/Less than 1%
Delaware Group Income Funds,
Inc.
Delchester Fund.............. 601,720.448 Less than 1%/Less than 1%
Delaware Group Income Funds,
Inc.
High-Yield Opportunities
Fund......................... 1,066,253.089 40.28%/Less than 1%
Delaware Group Government
Fund, Inc.
Government Income Series..... 5,322.055 Less than 1%/Less than 1%
Delaware Group Cash Reserve,
Inc. ........................ 4,783,208.930 Less than 1%/Less than 1%
Delaware Group Tax-Free Money
Fund, Inc.................... 1,075.010 Less than 1%/Less than 1%
Delaware Group State Tax-Free
Income Trust
Tax-Free Pennsylvania Fund... 1,231,454.464 1.11%/1.10%
Delaware Group Global &
International Funds, Inc.
International Equity Series.. 11,838.599 Less than 1%/Less than 1%
Voyageur Mutual Funds III,
Inc.
Aggressive Growth Fund....... 1,225.190 Less than 1%/Less than 1%
JEFFREY J. NICK
Delaware Group Equity Funds
II, Inc.
Decatur Total Return Fund.... 922.445 Less than 1%/Less than 1%
Delaware Group Cash Reserve,
Inc.......................... 5,271.820 Less than 1%/Less than 1%
WALTER P. BABICH
Delaware Group Cash Reserve,
Inc.......................... 10,320.140 Less than 1%/Less than 1%
Delaware Group Equity Funds
II, Inc.
Decatur Total Return Fund.... 9,617.726 Less than 1%/Less than 1%
Delaware Group Equity Funds V,
Inc.
Small Cap Value Fund......... 4,314.004 Less than 1%/Less than 1%
Voyageur Mutual Funds III,
Inc.
Aggressive Growth Fund....... 6,938.292 Less than 1%/Less than 1%
JOHN H. DURHAM
Delaware Group Cash Reserve,
Inc.......................... 51,781.080 Less than 1%/Less than 1%
Delaware Pooled Trust, Inc.
The Real Estate Investment
Trust Portfolio.............. 1,728.219 Less than 1%/Less than 1%
ANTHONY D. KNERR
None
</TABLE>
E-1
<PAGE>
<TABLE>
<CAPTION>
COMPANY SHARES OWNED PERCENTAGE OF FUND/COMPANY OWNED
------- ------------ --------------------------------
<S> <C> <C>
ANN R. LEVEN
Delaware Group Equity Funds I,
Inc.
Delaware Fund................. 746.602 Less than 1%/Less than 1%
Delaware Group Equity Funds I,
Inc.
Devon Fund.................... 254.522 Less than 1%/Less than 1%
Delaware Group Equity Funds II,
Inc.
Decatur Income Fund........... 2,013.376 Less than 1%/Less than 1%
Delaware Group Equity Funds II,
Inc.
Decatur Total Return Fund..... 2,029.402 Less than 1%/Less than 1%
Delaware Group Equity Funds
III, Inc.
Trend Fund.................... 2,143.482 Less than 1%/Less than 1%
Delaware Group Equity Funds V,
Inc.
Small Cap Value Fund.......... 994.566 Less than 1%/Less than 1%
Delaware Group Global &
International Funds, Inc.
International Equity Series... 1,173.180 Less than 1%/Less than 1%
W. THACHER LONGSTRETH
Delaware Group Equity Funds I,
Inc.
Delaware Fund ................ 41,019.337 Less than 1%/Less than 1%
Delaware Group Equity Funds II,
Inc.
Decatur Income Fund........... 67,701.871 Less than 1%/Less than 1%
Delaware Group Equity Funds II,
Inc.
Decatur Total Return Fund..... 4,110.107 Less than 1%/Less than 1%
Delaware Group Equity Funds
III, Inc.
Trend Fund.................... 4,417.156 Less than 1%/Less than 1%
Delaware Group Equity Funds IV,
Inc.
DelCap Fund................... 1,918.886 Less than 1%/Less than 1%
Delaware Group Equity Funds V,
Inc.
Small Cap Value Fund.......... 922.787 Less than 1%/Less than 1%
Delaware Group Income Funds,
Inc.
Delchester Fund............... 58,474.839 Less than 1%/Less than 1%
Delaware Group Government Fund,
Inc.
Government Income Series...... 70.803 Less than 1%/Less than 1%
Delaware Group Limited-Term
Government Funds, Inc.
U.S. Government Money Fund.... 89.170 Less than 1%/Less than 1%
Delaware Group Limited-Term
Government Funds, Inc.
Limited-Term Government Fund.. 27,554.719 Less than 1%/Less than 1%
Delaware Group Cash Reserve,
Inc........................... 55,028.110 Less than 1%/Less than 1%
Delaware Group Tax-Free Fund,
Inc.
Tax-Free USA Fund............. 40,500.426 Less than 1%/Less than 1%
Delaware Group State Tax-Free
Income Trust
Tax-Free Pennsylvania Fund.... 143.917 Less than 1%/Less than 1%
Delaware Group Tax-Free Money
Fund, Inc..................... 4,597.180 Less than 1%/Less than 1%
Delaware Group Dividend and
Income Fund, Inc.............. 1,000.000 Less than 1%/Less than 1%
Delaware Group Global Dividend
and Income Fund, Inc.......... 1,274.339 Less than 1%/Less than 1%
</TABLE>
E-2
<PAGE>
<TABLE>
<CAPTION>
COMPANY SHARES OWNED PERCENTAGE OF FUND/COMPANY OWNED
------- ------------ --------------------------------
<S> <C> <C>
THOMAS F. MADISON
Delaware Group Equity Funds I,
Inc.
Devon Fund.................... 246.069 Less than 1%/Less than 1%
Delaware Group Global &
International Funds, Inc.
International Equity Series... 159.136 Less than 1%/Less than 1%
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund........ 132.162 Less than 1%/Less than 1%
CHARLES E. PECK
Delaware Group Equity Funds I,
Inc.
Delaware Fund................. 16,063.756 Less than 1%/Less than 1%
Delaware Group Equity Funds I,
Inc.
Devon Fund.................... 15,348.801 Less than 1%/Less than 1%
Delaware Group Equity Funds II,
Inc.
Decatur Total Return Fund..... 9,587.880 Less than 1%/Less than 1%
Delaware Group Equity Funds
III, Inc.
Trend Fund.................... 19,695.625 Less than 1%/Less than 1%
Delaware Group Equity Funds IV,
Inc.
DelCap Fund................... 7,583.990 Less than 1%/Less than 1%
Delaware Group Equity Funds V,
Inc.
Small Cap Value Fund.......... 7,248.518 Less than 1%/Less than 1%
Delaware Group Adviser Funds,
Inc.
U.S. Growth Fund.............. 17,898.466 Less than 1%/Less than 1%
Delaware Group Income Funds,
Inc.
Delchester Fund............... 43,512.233 Less than 1%/Less than 1%
Delaware Group Limited-Term
Government Funds, Inc.
Limited-Term Government Fund.. 16,681.964 Less than 1%/Less than 1%
Delaware Group Global &
International Funds, Inc.
International Equity Series... 8,678.236 Less than 1%/Less than 1%
</TABLE>
E-3
<PAGE>
EXHIBIT F
LISTS OF CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS
TABLE OF CONTENTS
<TABLE>
<S> <C>
Closed-End Funds
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.............................. F-2
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC....................... F-3
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC............................... F-4
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC...................... F-5
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND............................ F-6
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC............................. F-5
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.......................... F-4
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC......................... F-5
Open-End Funds
VOYAGEUR INVESTMENT TRUST
Delaware-Voyageur Tax-Free California Insured Fund...................... F-7
Delaware-Voyageur Tax-Free Florida Fund................................. F-8
Delaware-Voyageur Tax-Free Florida Insured Fund......................... F-7
Delaware-Voyageur Tax-Free Kansas Fund.................................. F-7
Delaware-Voyageur Tax-Free Missouri Insured Fund........................ F-7
Delaware-Voyageur Tax-Free New Mexico Fund.............................. F-7
Delaware-Voyageur Tax-Free Oregon Insured Fund.......................... F-7
Delaware-Voyageur Tax-Free Utah Fund.................................... F-7
Delaware-Voyageur Tax-Free Washington Insured Fund...................... F-7
</TABLE>
F-1
<PAGE>
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
<TABLE>
<CAPTION>
Category Current Fundamental Investment Restriction
-------- ------------------------------------------
<C> <S>
Diversification The Fund shall not as to 75% of its total assets,
invest more than 5% of its total assets in
securities of any one issuer (except the U.S.
Government, its agencies or instrumentalities or
repurchase agreements collateralized by any such
obligations) or purchase more than 10% of the
outstanding voting securities of any one issuer.
Concentration The Fund shall not invest 25% or more of its total
assets in securities issuers in any one industry;
except that there is no limitation with respect to
investment in obligations issued or guaranteed by
the U.S. Government, its agencies or
instrumentalities or repurchase agreements
collateralized by any of such obligations.
Borrowing* See "Issuing Senior Securities."
Issuing Senior Securities* The Fund shall not issue senior securities, as
defined in the Investment Company Act of 1940,
other than preferred stock, not in excess of 50% of
its total assets over any senior securities
described in clause (b) below that are outstanding,
(b) senior securities other than preferred stock
(including borrowing money) not in excess of 33
1/3% of its total assets, and (c) borrowings up to
5% of its total assets for temporary or defensive
purposes without regard to the amount of senior
securities outstanding under clauses (a) and (b)
above; provided, however, that the Fund's
obligations under when-issued and delayed delivery
transactions and similar transactions, securities
are not treated as senior securities if covering
assets are appropriately segregated; the Fund may
not pledge its assets other than to secure such
issuances of senior securities or such borrowings
or in connection with when-issued transactions and
similar investment strategies; for purposes of
clauses (a), (b), and (c) above, the term "total
assets" shall be calculated after giving effect to
the net proceeds of senior securities issued by the
Fund reduced by any liabilities and indebtedness
not constituting senior securities except for such
liabilities and indebtedness as are excluded from
treatment as senior securities by this item.
Short Sales/Margin* The Fund shall not make short sales of securities
or purchase securities on margin except for delayed
delivery or when-issued transactions or such short-
term credits as are necessary for the clearance of
transactions and the writing of options on
securities.
Underwriting The Fund shall not act as an underwriter of
securities of other issuers, except that the Fund
may acquire restricted or not readily marketable
securities under circumstances where, if such
securities are sold, the Fund might be deemed to be
an underwriter for purposes of the Securities Act
of 1933.
Real Estate The Fund shall not purchase or sell real estate,
except securities secured by real estate or
interests therein.
Commodities The Fund shall not purchase or sell commodities,
commodities futures contracts or commodities
contracts.
Lending The Fund shall not make loans except through
purchasing fixed income securities, lending
portfolio securities and entering into repurchase
agreements consistent with the Fund's investment
objectives and policies.
Illiquid Securities None.
Investment Companies None.
Control or Management The Fund shall not invest for the purpose of
exercising control over any issuer.
Options None.
Futures None.
Holdings by Affiliates None.
Miscellaneous None.
</TABLE>
- --------
*These activities will be covered by the proposed standard restriction
concerning Senior Securities and Borrowing.
F-2
<PAGE>
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
<TABLE>
<CAPTION>
Category Current Fundamental Investment Restriction
-------- ------------------------------------------
<C> <S>
Diversification The Fund shall not as to 75% of its total assets,
invest more than 5% of its total assets in
securities of any one issuer (except the U.S.
Government, its agencies or instrumentalities or
repurchase agreements collateralized by any such
obligations) or purchase more than 10% of the
outstanding voting securities of any one issuer.
Concentration The Fund shall not invest 25% or more of its total
assets in securities issuers in any one industry;
except that there is no limitation with respect to
investment in obligations issued or guaranteed by
the U.S. Government, its agencies or
instrumentalities or repurchase agreements
collateralized by any of such obligations.
Borrowing* See "Issuing Senior Securities."
Issuing Senior Securities* The Fund shall not issue senior securities, as
defined in the Investment Company Act of 1940, (a)
other than preferred stock, not in excess of 50% of
its total assets over any senior securities
described in clause (b) below that are outstanding,
(b) senior securities other than preferred stock
(including borrowing money) not in excess of 33
1/3% of its total assets, and (c) borrowings up to
5% of its total assets for temporary or defensive
purposes without regard to the amount of senior
securities outstanding under clauses (a) and (b)
above; provided, however, that the Fund's
obligations under when-issued and delayed delivery
transactions and similar transactions, futures
contracts and options on futures contracts, forward
contracts and options on currencies, indices and
securities are not treated as senior securities if
covering assets are appropriately segregated; the
Fund may not pledge its assets other than to secure
such issuances of senior securities or such
borrowings or in connection with when-issued
transactions and similar investment strategies; for
purposes of clauses (a), (b), and (c) above, the
term "total assets" shall be calculated after
giving effect to the net proceeds of senior
securities issued by the Fund reduced by any
liabilities and indebtedness not constituting
senior securities except for such liabilities and
indebtedness as are excluded from treatment as
senior securities.
Short Sales/Margin* The Fund shall not make short sales of securities
or purchase securities on margin except for delayed
delivery or when-issued transactions or such short-
term credits as are necessary for the clearance of
transactions and the writing of options on
securities, indices, futures and currencies.
Underwriting The Fund shall not act as an underwriter of
securities of other issuers, except that the Fund
may acquire restricted or not readily marketable
securities under circumstances where, if such
securities are sold, the Fund might be deemed to be
an underwriter for purposes of the Securities Act
of 1933.
Real Estate The Fund shall not purchase or sell real estate,
except securities secured by real estate or
interests therein.
Commodities The Fund shall not purchase or sell commodities,
commodities futures contracts or commodities
contracts, except as set forth herein.
Lending The Fund shall not make loans except through
purchasing fixed income securities, lending
portfolio securities and entering into repurchase
agreements consistent with the Fund's investment
objectives and policies.
Illiquid Securities None.
Investment Companies None.
Control or Management The Fund shall not invest for the purpose of
exercising control over any issuer.
Options None.
Futures None.
Holdings by Affiliates None.
Miscellaneous None.
</TABLE>
- --------
*These activities will be covered by the proposed standard restriction
concerning Senior Securities and Borrowing.
F-3
<PAGE>
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
<TABLE>
<CAPTION>
Category Current Fundamental Investment Restriction
-------- ------------------------------------------
<C> <S>
Diversification The Fund shall not with respect to 75% of its total
assets, invest more than 5% of the value of its
total assets (taken at market value at the time of
purchase) in the outstanding securities of any one
issuer or own more than 10% of the outstanding
voting securities of any one issuer, in each case
other than securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities
or securities of other investment companies.
Concentration The Fund shall not invest 25% or more of its total
assets in securities of issuers in any one
industry; provided, however, that such limitation
shall not be applicable to Municipal Obligations
other than those Municipal Obligations backed only
by the assets and revenues of non-governmental
users, nor shall it apply to securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities.
Borrowing* The Fund shall not borrow money, except from banks
for temporary or emergency purposes or for
repurchase of its shares, and then only in an
amount not exceeding one-third of the value of the
Fund's total assets, including the amount borrowed.
While any such borrowings exceed 5% of the Fund's
total assets, no purchases of investment securities
will be made.
The Fund shall not pledge, mortgage, hypothecate or
otherwise encumber its assets, except to secure
borrowings permitted by the paragraph above
(collateral arrangements with respect to margin for
futures contracts and options are not deemed to be
pledges or other encumbrances for purposes of this
restriction).
Issuing Senior Securities* The Fund shall not issue senior securities, as
defined in the Investment Company Act of 1940,
other than preferred stock, except to the extent
such issuance might be involved with respect to
borrowings described under "Borrowing" above. The
Fund's collateral arrangements with respect to
options, futures contracts and options on futures
contracts and collateral requirements with respect
to initial and variation margin are not considered
by the Fund's Board of Directors to be the issuance
of a senior security. Similarly, the Fund's
obligations under interest rate swaps, caps and
floors, when-issued and forward commitment
transactions and similar transactions are not
considered by the Fund's Board of Directors to be
the issuance of a senior security if covering
assets are appropriately segregated.
Short Sales/Margin* The Fund shall not make short sales of securities.
Underwriting The Fund shall not underwrite any issue of
securities, except to the extent that in connection
with the purchase or disposition of portfolio
securities in accordance with its investment
objective, policies and limitations or the sale of
its own shares the Fund may be deemed to be an
underwriter.
Real Estate The Fund shall not purchase or sell real estate,
but this shall not prevent the Fund from investing
in Municipal Obligations secured by real estate or
interests therein or from exercising its rights
under agreements relating to such Municipal
Obligations (in which case the Fund may liquidate
real estate acquired as a result of a default on a
mortgage.)
Commodities The Fund shall not purchase or sell commodities or
commodities contracts, except for hedging purposes.
Lending The Fund shall not make loans of money or property
to any person, except through the purchase of debt
obligations in which the Fund may invest
consistently with the Fund's investment objective
and policies or the acquisition of securities
subject to repurchase agreements.
Illiquid Securities None.
Investment Companies See "Diversification."
Control or Management The Fund shall not invest for the purpose of
exercising control over management of any company.
Options None.
Futures None.
Holdings by Affiliates None.
Miscellaneous None.
</TABLE>
- --------
*These activities will be covered by the proposed standard restriction
concerning Senior Securities and Borrowing.
F-4
<PAGE>
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
<TABLE>
<CAPTION>
Category Current Fundamental Investment Restriction
-------- ------------------------------------------
<C> <S>
Diversification Not Applicable.
Concentration The Fund shall not invest 25% or more of its total
assets in securities issuers in any one industry;
provided, however, that such limitation shall not
be applicable to Municipal Obligations other than
those Municipal Obligations backed only by the
assets and revenues of non-governmental users, nor
shall it apply to securities issued or guaranteed
by the U.S. Government, its agencies or
instrumentalities.
Borrowing* The Fund shall not borrow money, except from banks
for temporary or emergency purposes or for
repurchase of its shares, and then only in an
amount not exceeding one-third of the value of the
Fund's total assets, including the amount borrowed.
While any such borrowings exceed 5% of the Fund's
total assets, no purchases of investment securities
will be made.
The Fund shall not pledge, mortgage, hypothecate or
otherwise encumber its assets, except to secure
borrowings permitted by the restriction pertaining
to "Borrowing" above (collateral arrangements with
respect to margin for futures contracts and options
are not deemed to be pledges or other encumbrances
for purposes of this restriction).
Issuing Senior Securities* The Fund shall not issue senior securities, as
defined in the Investment Company Act of 1940,
other than preferred stock, except to the extent
such issuance might be involved with respect to
borrowings described under the restriction
pertaining to "Pledging, Mortgaging, or
Hypothecating Assets." The Fund's collateral
arrangements with respect to options, futures
contracts and options on futures contracts and
collateral requirements with respect to initial and
variation margin are not considered by the Fund's
Board of Directors to be the issuance of a senior
security. Similarly, the Fund's obligations under
interest rate swaps, caps and floors, when-issued
and forward commitment transactions and similar
transactions are not considered by the Fund's Board
of Directors to be the issuance of a senior
security if covering assets are appropriately
segregated.
Short Sales/Margin* The Fund shall not make short sales of securities.
Underwriting The Fund shall not underwrite any issue of
securities, except to the extent that in connection
with the purchase or disposition of portfolio
securities in accordance with its investment
objective, policies and limitations or the sale of
its own shares the Fund may be deemed to be an
underwriter.
Real Estate The Fund shall not purchase or sell real estate,
but this shall not prevent the Fund from investing
in Municipal Obligations secured by real estate or
interests therein or from exercising its rights
under agreements relating to such Municipal
Obligations (in which case the Fund may liquidate
real estate acquired as a result of a default on a
mortgage).
Commodities The Fund shall not purchase or sell commodities or
commodities contracts, except for hedging purposes.
Lending The Fund shall not make loans of money or property
to any person, except through the purchase of debt
obligations in which the Fund may invest
consistently with the Fund's investment objective
and policies or the acquisition of securities
subject to repurchase agreements.
Illiquid Securities None.
Investment Companies None.
Control or Management The Fund shall not invest for the purpose of
exercising control over management of any company.
Options None.
Futures None.
Holdings by Affiliates None.
Miscellaneous None.
</TABLE>
- --------
*These activities will be covered by the proposed standard restriction
concerning Senior Securities and Borrowing.
F-5
<PAGE>
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
<TABLE>
<CAPTION>
Category Current Fundamental Investment Restriction
-------- ------------------------------------------
<C> <S>
Diversification The Fund shall not with respect to 75% of its total
assets, invest more than 5% of the value of its
total assets (taken at market value at the time of
purchase) in the outstanding securities of any one
issuer or own more than 10% of the outstanding
voting securities of any one issuer, in each case
other than securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities
or securities of other investment companies.
Concentration The Fund shall not invest 25% or more of its total
assets in securities of issuers in any one
industry; provided, however, that such limitation
shall not be applicable to Municipal Obligations
other than those Municipal Obligations backed only
by the assets and revenues of non-governmental
users, nor shall it apply to securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities.
Borrowing* The Fund shall not borrow money, except from banks
for temporary or emergency purposes or for
repurchase of its shares, and then only in an
amount not exceeding one-third of the value of the
Fund's total assets, including the amount borrowed.
While any such borrowings exceed 5% of the Fund's
total assets, no purchases of investment securities
will be made.
The Fund shall not pledge, mortgage, hypothecate or
otherwise encumber its assets, except to secure
borrowings permitted by "Issuing Senior Securities"
below (collateral arrangements with respect to
margin for futures contracts and options are not
deemed to be pledges or other encumbrances for
purposes of this restriction).
Issuing Senior Securities* The Fund shall not issue senior securities, as
defined in the Investment Company Act of 1940,
other than preferred stock, except to the extent
such issuance might be involved with respect to
borrowings described under "Borrowing" above. The
Fund's collateral arrangements with respect to
options, futures contracts and options on futures
contracts and collateral requirements with respect
to initial and variation margin are not considered
by the Fund's Board of Directors to be the issuance
of a senior security. Similarly, the Fund's
obligations under interest rate swaps, caps and
floors, when-issued and forward commitment
transactions and similar transactions are not
considered by the Fund's Board of Directors to be
the issuance of a senior security if covering
assets are appropriately segregated.
Short Sales/Margin* The Fund shall not make short sales of securities.
Underwriting The Fund shall not underwrite any issue of
securities, except to the extent that in connection
with the purchase or disposition of portfolio
securities in accordance with its investment
objective, policies and limitations or the sale of
its own shares the Fund may be deemed to be an
underwriter.
Real Estate The Fund shall not purchase or sell real estate,
but this shall not prevent the Fund from investing
in Municipal Obligations secured by real estate or
interests therein or from exercising its rights
under agreements relating to such Municipal
Obligations (in which case the Fund may liquidate
real estate acquired as a result of a default on a
mortgage.)
Commodities The Fund shall not purchase or sell commodities or
commodities contracts, except for hedging purposes.
Lending The Fund shall not make loans of money or property
to any person, except through the purchase of debt
obligations in which the Fund may invest
consistently with the Fund's investment objective
and policies or the acquisition of securities
subject to repurchase agreements.
Illiquid Securities None.
Investment Companies See "Diversification."
Control or Management The Fund shall not invest for the purpose of
exercising control over management of any company.
Options None.
Futures None.
Holdings by Affiliates None.
Miscellaneous None.
</TABLE>
- --------
*These activities will be covered by the proposed standard restriction
concerning Senior Securities and Borrowing.
F-6
<PAGE>
DELAWARE-VOYAGEUR TAX-FREE CALIFORNIA INSURED FUND
DELAWARE-VOYAGEUR TAX-FREE FLORIDA INSURED FUND
DELAWARE-VOYAGEUR TAX-FREE KANSAS FUND
DELAWARE-VOYAGEUR TAX-FREE MISSOURI INSURED FUND
DELAWARE-VOYAGEUR TAX-FREE NEW MEXICO FUND
DELAWARE-VOYAGEUR TAX-FREE OREGON INSURED FUND
DELAWARE-VOYAGEUR TAX-FREE UTAH FUND
DELAWARE-VOYAGEUR TAX-FREE WASHINGTON INSURED FUND
<TABLE>
<CAPTION>
Category Current Fundamental Investment Restriction
-------- ------------------------------------------
<C> <S>
Diversification None.
Concentration The Fund shall not invest 25% or more of its assets
in the securities of issuers in any single
industry, except that the Fund may invest without
limitation, in circumstances in which other
appropriate available investments may be in limited
supply, in housing, health care and utility
obligations; provided that there shall be no
limitation on the purchase of Tax Exempt
Obligations and, for defensive purposes,
obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities.
(Note: For purposes of this investment restriction,
the Fund's investment adviser (the "Manager")
interprets "Tax Exempt Obligations" to exclude
limited obligation bonds payable only from revenues
derived from facilities or projects within a single
industry.)
Borrowing* The Fund shall not borrow money, except from banks
for temporary or emergency purposes in an amount
not exceeding 20% of the value of the Fund's total
assets, including the amount borrowed. The Fund may
not borrow for leverage purposes, and securities
will not be purchased while borrowings are
outstanding. Interest paid on any money borrowed
will reduce the Fund's net income. The Fund shall
not pledge, hypothecate, mortgage or otherwise
encumber its assets in excess of 10% of its total
assets (taken at the lower of cost or current
value) and then only to secure borrowings permitted
by the restriction described in the preceding
paragraph).
Issuing Senior Securities* None.
Short Sales/Margin* The Fund shall not purchase securities on margin,
except such short-term credits as may be necessary
for the clearance of purchases and sales of
securities. The Fund shall not make short sales of
securities or maintain a short position for the
account of such Fund unless at all times when a
short position is open it owns an equal amount of
such securities or owns securities which, without
payment of any further consideration, are
convertible into or exchangeable for securities of
the same issue as, and equal in amount to, the
securities sold short.
Underwriting The Fund shall not underwrite securities issued by
other persons except to the extent that, in
connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter
under federal securities laws.
Real Estate The Fund shall not purchase or sell real estate,
although it may purchase securities which are
secured by or represent interests in real estate.
Commodities The Fund shall not purchase or sell commodities or
commodity contracts (including futures contracts).
Lending The Fund shall not make loans, except by purchase
of debt obligations in which the Fund may invest
consistent with its investment policies, and
through repurchase agreements.
Illiquid Securities The Fund shall not invest more than 15% of its net
assets in illiquid investments.
Investment Companies None.
Control or Management None.
Options None.
Futures See "Commodities."
Holdings by Affiliates The Fund shall not invest in securities of any
issuer if, to the knowledge of the Fund, officers
and directors or trustees [as applicable] of the
Fund or officers and directors of the Fund's
investment adviser who beneficially own more than
1/2 of 1% of the securities of that issuer together
own more than 5% of such securities.
Miscellaneous None.
</TABLE>
- --------
*These activities will be covered by the proposed standard restriction
concerning Senior Securities and Borrowing.
F-7
<PAGE>
DELAWARE-VOYAGEUR TAX-FREE FLORIDA FUND
<TABLE>
<CAPTION>
Category Current Fundamental Investment Restriction
-------- ------------------------------------------
<C> <S>
Diversification None.
Concentration The Fund shall not invest 25% or more of its assets
in the securities of issuers in any single industry
(except that it may invest without limitation, in
circumstances in which other appropriate available
investments may be in limited supply, in housing,
health care, utility, transportation, education
and/or industrial obligations); provided that there
shall be no limitation on the purchase of Tax
Exempt Obligations and, for defensive purposes,
obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities.
(Note: For purposes of this investment restriction,
the Manager interprets "Tax Exempt Obligations" to
exclude limited obligation bonds payable only from
revenues derived from facilities or projects within
a single industry.)
Borrowing* The Fund shall not borrow money (provided that the
Fund may enter into reverse repurchase agreements),
except from banks for temporary or emergency
purposes in an amount not exceeding 20% of the
value of the Fund's total assets, including the
amount borrowed. The Fund may not borrow for
leverage purposes, provided that the Fund may enter
into reverse repurchase agreements for such
purposes, and securities will not be purchased
while outstanding borrowings exceed 5% of the value
of the Fund's total assets.
Issuing Senior Securities* The Fund shall not issue any senior securities (as
defined in the Investment Company Act of 1940),
except as set forth in the investment restriction
pertaining to "Borrowing, and except to the extent
that using options, futures contracts and options
on futures contracts, purchasing or selling on a
when-issued or forward commitment basis or using
similar investment strategies may be deemed to
constitute issuing a senior security.
Short Sales/Margin* None.
Underwriting The Fund shall not underwrite securities issued by
other persons except to the extent that, in
connection with the disposition of its portfolio
investments, the Fund may be deemed to be an
underwriter under federal securities laws.
Real Estate The Fund shall not purchase or sell real estate,
although it may purchase securities which are
secured by or represent interests in real estate.
Commodities The Fund shall not purchase or sell commodities or
futures or options contracts with respect to
physical commodities. This restriction shall not
restrict the Fund from purchasing or selling, on a
basis consistent with any restrictions contained in
its then-current prospectus, any financial
contracts or instruments which may be deemed
commodities (including, by way of example and not
by way of limitation, options, futures, and options
on futures with respect, in each case, to interest
rates, currencies, stock indices, bond indices or
interest rate indices).
Lending The Fund shall not make loans, except by purchase
of debt obligations in which the Fund may invest
consistent with its investment policies, and
through repurchase agreements.
Illiquid Securities None.
Investment Companies None.
Control or Management None.
Options See "Commodities."
Futures See "Commodities."
Holdings by Affiliates None.
Miscellaneous None.
</TABLE>
- --------
* These activities will be covered by the proposed standard restriction
concerning Senior Securities and Borrowing.
F-8
<PAGE>
EXHIBIT G
INFORMATION RELATING TO INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS
<TABLE>
<CAPTION>
MANAGEMENT
FEES THAT
WOULD HAVE
BEEN DUE
CURRENT DURING THE
MANAGEMENT LAST
(OR SUB- MANAGEMENT FISCAL
ADVISORY) FEE FEES DUE YEAR UNDER
INVESTMENT RATE PROPOSED MANAGEMENT AND/OR WAIVED PROPOSED
MANAGER OR ASSET SIZE BASED ON (OR SUB-ADVISORY) FEE RATE LAST FISCAL MANAGEMENT
SUB- DATE OF AS OF AVERAGE DAILY BASED ON AVERAGE DAILY NET YEAR FEE RATE
FUND ADVISER AGREEMENT 6/30/98 NET ASSETS ASSETS A B
---- ---------- --------- ---------- ------------- -------------------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
DELAWARE GROUP DMC 4/3/95/1/ $250,368,653 0.55% per year No Change $1,612,896 due N/A
DIVIDEND AND $0 waived
INCOME FUND, INC.
DELAWARE GROUP DMC 4/3/95/1/ $110,358,944 0.70% per year No Change $943,458 due N/A
GLOBAL DIVIDEND (Investment $0 waived
AND INCOME FUND, Management)
INC.
DELAWARE GROUP DIAL 4/3/95/1/ $110,358,944 40% of No Change $377,383 N/A
GLOBAL DIVIDEND (Sub-Advisory) management
AND INCOME FUND, fees paid
INC. to DMC
VOYAGEUR ARIZONA DMC 4/30/97/2/ $45,032,955 0.40% per year No Change $274,603 due N/A
MUNICIPAL INCOME $0 waived
FUND, INC.
VOYAGEUR COLORADO DMC 4/30/97/2/ $72,610,267 0.40% per year No Change $439,768 due N/A
INSURED MUNICIPAL $0 waived
INCOME FUND, INC.
VOYAGEUR FLORIDA DMC 4/30/97/2/ $37,211,867 0.40% per year No Change $222,903 due N/A
INSURED MUNICIPAL $0 waived
INCOME FUND
VOYAGEUR DMC 4/30/97/2/ $39,966,264 0.40% per year No Change $235,855 due N/A
MINNESOTA $0 waived
MUNICIPAL INCOME
FUND, INC.
<CAPTION>
SERVICING/
DISTRIBUTION
FEES PAID
PERCENTAGE LAST FISCAL
DIFFERENCE YEAR TO
BETWEEN AFFILIATES
FUND A & B OF MANAGER
---- ---------- ------------
<S> <C> <C>
DELAWARE GROUP N/A $21,602
DIVIDEND AND
INCOME FUND, INC.
DELAWARE GROUP N/A $18,750
GLOBAL DIVIDEND
AND INCOME FUND,
INC.
DELAWARE GROUP N/A N/A
GLOBAL DIVIDEND
AND INCOME FUND,
INC.
VOYAGEUR ARIZONA N/A $8,875
MUNICIPAL INCOME
FUND, INC.
VOYAGEUR COLORADO N/A $11,006
INSURED MUNICIPAL
INCOME FUND, INC.
VOYAGEUR FLORIDA N/A $11,881
INSURED MUNICIPAL
INCOME FUND
VOYAGEUR N/A $18,062
MINNESOTA
MUNICIPAL INCOME
FUND, INC.
</TABLE>
/1/ Last submitted to shareholders for approval on March 29, 1995 in connection
with Lincoln National Corporation's acquisition of DMC and DIAL.
/2/ Last submitted to shareholders for approval on April 11, 1997 in connection
with Lincoln National Corporation's acquisition of the previous investment
manager, Voyageur Fund Managers, Inc.
- ----
G-1
<PAGE>
INFORMATION RELATING TO INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS
<TABLE>
<CAPTION>
MANAGEMENT
FEES THAT
WOULD HAVE
CURRENT BEEN DUE
MANAGEMENT DURING THE
(OR SUB- LAST FISCAL
ADVISORY) FEE MANAGEMENT FEES YEAR UNDER
INVESTMENT RATE PROPOSED MANAGEMENT DUE AND/OR PROPOSED
MANAGER OR ASSET SIZE BASED ON (OR SUB-ADVISORY) FEE RATE WAIVED LAST MANAGEMENT
SUB- DATE OF AS OF AVERAGE DAILY BASED ON AVERAGE DAILY FISCAL YEAR FEE RATE
FUND ADVISER AGREEMENT 6/30/98 NET ASSETS NET ASSETS A B
---- ---------- --------- ---------- ------------- -------------------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
VOYAGEUR DMC 4/30/97/1/ $107,796,083 0.40% per year No Change $657,638 due N/A
MINNESOTA $0 waived
MUNICIPAL INCOME
FUND II, INC.
VOYAGEUR DMC 4/30/97/1/ $ 25,376,005 0.40% per year No Change $158,622 due N/A
MINNESOTA $0 waived
MUNICIPAL INCOME
FUND III, INC.
Voyageur Investment
Trust
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $ 32,305,847 0.50% per year 0.50% on first $500 million $169,876 due N/A
TAX-FREE CALIFORNIA 0.475% on next $500 million $1,086 waived
INSURED FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $ 12,648,963 0.50% per year 0.55% on first $500 million $63,097 due $69,406 due
TAX-FREE FLORIDA 0.50% on next $500 million All waived
FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $153,062,945 0.50% per year 0.50% on first $500 million $779,044 due N/A
TAX-FREE FLORIDA 0.475% on next $500 million $188,897 waived
INSURED FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $ 16,196,599 0.50% per year 0.55% on first $500 million $79,144 due $89,059 due
TAX-FREE KANSAS 0.50% on next $500 million $10,135 waived
FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
<CAPTION>
SERVICING/
DISTRIBUTION
FEES PAID
PERCENTAGE LAST FISCAL
DIFFERENCE YEAR TO
BETWEEN AFFILIATES
FUND A & B OF MANAGER
---- ---------- ------------
<S> <C> <C>
VOYAGEUR N/A $27,103
MINNESOTA
MUNICIPAL INCOME
FUND II, INC.
VOYAGEUR N/A $8,600
MINNESOTA
MUNICIPAL INCOME
FUND III, INC.
Voyageur Investment
Trust
DELAWARE-VOYAGEUR N/A $151,961
TAX-FREE CALIFORNIA
INSURED FUND
DELAWARE-VOYAGEUR 0.10% $61,203
TAX-FREE FLORIDA
FUND
DELAWARE-VOYAGEUR N/A $550,920
TAX-FREE FLORIDA
INSURED FUND
DELAWARE-VOYAGEUR 0.10% $83,534
TAX-FREE KANSAS
FUND
</TABLE>
/1/ Last submitted to shareholders for approval on April 11, 1997 in connection
with Lincoln National Corporation's acquisition of the previous investment
manager, Voyageur Fund Managers, Inc.
G-2
<PAGE>
INFORMATION RELATING TO INVESTMENT MANAGEMENT AND SUB-ADVISORY AGREEMENTS
<TABLE>
<CAPTION>
MANAGEMENT
FEES THAT
WOULD HAVE
CURRENT BEEN DUE
MANAGEMENT DURING THE
(OR SUB- MANAGEMENT LAST FISCAL
ADVISORY) FEE FEES DUE YEAR UNDER
INVESTMENT RATE PROPOSED MANAGEMENT AND/OR WAIVED PROPOSED
MANAGER OR ASSET SIZE BASED ON (OR SUB-ADVISORY) FEE RATE LAST FISCAL MANAGEMENT
SUB- DATE OF AS OF AVERAGE DAILY BASED ON AVERAGE DAILY YEAR FEE RATE
FUND ADVISER AGREEMENT 6/30/98 NET ASSETS NET ASSETS A B
---- ---------- --------- ---------- ------------- -------------------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $58,762,389 0.50% per year 0.50% on first $500 million $293,472 due N/A
TAX-FREE MISSOURI 0.475% on next $500 million $61,781 waived
INSURED FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $23,108,241 0.50% per year 0.55% on first $500 million $112,922 due $124,215 due
TAX-FREE NEW 0.50% on next $500 million $24,561 waived
MEXICO FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $30,408,534 0.50% per year 0.50% on first $500 million $155,824 due N/A
TAX-FREE OREGON 0.475% on next $500 million $97,684 waived
INSURED FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $3,454,818 0.50% per year 0.55% on first $500 million $17,865 due $19,652 due
TAX-FREE UTAH 0.50% on next $500 million 14,115 waived
FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR DMC 4/30/97/1/ $3,848,186 0.50% per year 0.50% on first $500 million $18,957 due N/A
TAX-FREE WASHINGTON 0.475% on next $500 million All waived
INSURED FUND 0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
<CAPTION>
SERVICING/
DISTRIBUTION
FEES PAID
PERCENTAGE LAST FISCAL
DIFFERENCE YEAR TO
BETWEEN AFFILIATES
FUND A & B OF MANAGER
---- ---------- ------------
<S> <C> <C>
DELAWARE-VOYAGEUR N/A $250,341
TAX-FREE MISSOURI
INSURED FUND
DELAWARE-VOYAGEUR 0.10% $88,157
TAX-FREE NEW
MEXICO FUND
DELAWARE-VOYAGEUR N/A $158,879
TAX-FREE OREGON
INSURED FUND
DELAWARE-VOYAGEUR 0.10% $21,071
TAX-FREE UTAH
FUND
DELAWARE-VOYAGEUR N/A $24,648
TAX-FREE WASHINGTON
INSURED FUND
</TABLE>
/1/ Last submitted to shareholders for approval on April 11, 1997 in connection
with Lincoln National Corporation's acquisition of the previous investment
manager, Voyageur Fund Managers, Inc.
G-3
<PAGE>
EXHIBIT H
ACTUAL AND HYPOTHETICAL EXPENSE TABLES
<TABLE>
<CAPTION>
CLASS B & C
CLASS A SHARES SHARES
--------------- ---------------
ACTUAL PROPOSED ACTUAL PROPOSED
------ -------- ------ --------
<S> <C> <C> <C> <C>
DELAWARE-VOYAGEUR TAX-FREE FLORIDA FUND
Mgmt. Fees.................................... 0.50% 0.55% 0.50% 0.55%
12b-1 Fees.................................... 0.25% 0.25% 1.00% 1.00%
Other Expenses................................ 0.35% 0.35% 0.35% 0.35%
----- ----- ----- -----
Total Operating Expenses.................... 1.10% 1.15% 1.85% 1.90%
===== ===== ===== =====
Total Operating Expenses After Waiver*...... 0.56% ** 1.31% **
===== ===== ===== =====
DELAWARE-VOYAGEUR TAX-FREE KANSAS FUND
Mgmt. Fees.................................... 0.50% 0.55% 0.50% 0.55%
12b-1 Fees.................................... 0.25% 0.25% 1.00% 1.00%
Other Expenses................................ 0.24% 0.24% 0.24% 0.24%
----- ----- ----- -----
Total Operating Expenses.................... 0.99% 1.04% 1.74% 1.79%
===== ===== ===== =====
Total Operating Expenses After Waiver*...... 0.93% ** 1.68% **
===== ===== ===== =====
DELAWARE-VOYAGEUR TAX-FREE NEW MEXICO FUND
Mgmt. Fees.................................... 0.50% 0.55% 0.50% 0.55%
12b-1 Fees.................................... 0.25% 0.25% 1.00% 1.00%
Other Expenses................................ 0.36% 0.36% 0.36% 0.36%
----- ----- ----- -----
Total Operating Expenses.................... 1.11% 1.16% 1.86% 1.91%
===== ===== ===== =====
Total Operating Expenses After Waiver*...... 1.00% ** 1.75% **
===== ===== ===== =====
DELAWARE-VOYAGEUR TAX-FREE UTAH FUND
Mgmt. Fees.................................... 0.50% 0.55% 0.50% 0.55%
12b-1 Fees.................................... 0.25% 0.25% 1.00% 1.00%
Other Expenses................................ 0.50% 0.50% 0.50% 0.50%
----- ----- ----- -----
Total Operating Expenses.................... 1.25% 1.30% 2.00% 2.05%
===== ===== ===== =====
Total Operating Expenses After Waiver*...... 0.85% ** 1.60% **
===== ===== ===== =====
</TABLE>
- --------
* DMC voluntarily waived its management fee and paid expenses to the extent
necessary to limit total operating expenses to certain amounts during the
past fiscal year. DMC may end its voluntary waiver commitments at any time.
** Hypothetical expense figures after waivers are not shown along with the
proposed fee rates, because fee waivers have not been determined for future
fiscal years.
H-1
<PAGE>
EXHIBIT I
SIMILAR FUNDS MANAGED BY DMC
SINGLE-STATE TAX-FREE FUNDS
<TABLE>
<CAPTION>
CURRENT
MANAGEMENT
FEE RATE BASED
ASSET SIZE ON AVERAGE PROPOSED MANAGEMENT FEE
AS OF DAILY NET RATE BASED ON AVERAGE
FUND 6/30/98 ASSETS DAILY NET ASSETS*
---- ---------- -------------- -----------------------
<C> <C> <C> <S>
DELAWARE-VOYAGEUR TAX-FREE ARIZONA FUND $16,383,527 0.50% per year 0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR TAX-FREE ARIZONA INSURED FUND $184,489,946 0.50% per year 0.50% on first $500 million
0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR TAX-FREE CALIFORNIA FUND $14,114,851 0.50% per year 0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR TAX-FREE COLORADO FUND $366,270,396 0.50% per year 0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR TAX-FREE IDAHO FUND $47,004,722 0.50% per year 0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR TAX-FREE IOWA FUND $43,881,696 0.50% per year 0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR TAX-FREE MINNESOTA FUND $425,240,846 0.50% per year 0.55% on first $500 million
0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR MINNESOTA INSURED FUND $295,101,697 0.50% per year 0.50% on first $500 million
0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR TAX-FREE MINNESOTA $59,624,385 0.40% per year 0.50% on first $500 million
INTERMEDIATE FUND 0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
</TABLE>
- --------
* Proposed management fee rates will be presented to shareholders for
approval at meetings to be held in March, 1999.
I-1
<PAGE>
<TABLE>
<CAPTION>
CURRENT
MANAGEMENT FEE
ASSET SIZE RATE BASED ON PROPOSED MANAGEMENT
AS OF AVERAGE FEE RATE BASED ON AVERAGE
FUND 6/30/98 DAILY NET ASSETS DAILY NET ASSETS*
---- ---------- ---------------- -------------------------
<S> <C> <C> <C>
DELAWARE-VOYAGEUR MINNESOTA $43,533,990 0.65% per year 0.55% on first $500 million
HIGH YIELD MUNICIPAL BOND FUND 0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
TAX-FREE NEW JERSEY FUND $1,634,340 0.55% on first 0.55% on first $500 million
$500 million 0.50% on next $500 million
0.525% on next 0.45% on next $1,500 million
$500 million 0.425% on assets in excess of
0.50% on assets in $2,500 million; all per year
excess of
$1,000 million;
all per year
DELAWARE-VOYAGEUR TAX-FREE $10,074,783 0.50% per year 0.55% on first $500 million
NEW YORK FUND 0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
DELAWARE-VOYAGEUR TAX-FREE NORTH $31,581,531 0.50% per year 0.55% on first $500 million
DAKOTA FUND 0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
TAX-FREE OHIO FUND $1,247,792 0.55% on first 0.55% on first $500 million
$500 million 0.50% on next $500 million
0.525% on next 0.45% on next $1,500 million
$500 million 0.425% on assets in excess of
0.50% on assets in $2,500 million; all per year
excess of $1,000
million all per year
TAX-FREE PENNSYLVANIA FUND $935,901,247 0.60% on first 0.55% on first $500 million
$500 million 0.50% on next $500 million
0.575% on next 0.45% on next $1,500 million
$250 million 0.425% on assets in excess of
0.55% on assets in $2,500 million; all per year
excess of
$750 million;
all per year
DELAWARE-VOYAGEUR TAX-FREE $38,419,028 0.50% per year 0.55% on first $500 million
WISCONSIN FUND 0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million; all per year
OTHER (SIMILAR TO DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.)
DELAWARE GROUP EQUITY FUNDS V, INC. $2,974,807 0.65% on first 0.65% on first $500 million
Retirement Income Fund $500 million 0.60% on next $500 million
0.625% on next 0.55% on next $1,500 million
$500 million 0.50% on assets over $2.5 billion
0.60% on assets
over $1 billion
</TABLE>
- --------
* Proposed management fee rates will be presented to shareholders for
approval at meetings to be held in March, 1999.
I-2
<PAGE>
EXHIBIT J
FORM OF INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between [REGISTRANT], a [ ] corporation ("Fund")
on behalf of the [SERIES] ("Series"), and DELAWARE MANAGEMENT COMPANY, a
series of Delaware Management Business Trust, a Delaware business trust
("Investment Manager").
WITNESSETH:
WHEREAS, the Fund has been organized and operates as an investment company
registered under the Investment Company Act of 1940 and is currently comprised
of [x] series, including the Series; as a separate series of the Fund, each
series engages in the business of investing and reinvesting its assets in
securities, and
WHEREAS, the Investment Manager is a registered investment adviser under the
Investment Advisers Act of 1940 and engages in the business of providing
investment management services; and
WHEREAS, the Fund on behalf of the Series and the Investment Manager desire to
enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Fund hereby employs the Investment Manager to manage the investment
and reinvestment of the Series' assets and to administer its affairs,
subject to the direction of the Fund's Board of Directors and officers of
the Fund for the period and on the terms hereinafter set forth. The
Investment Manager hereby accepts such employment and agrees during such
period to render the services and assume the obligations herein set forth
for the compensation herein provided. The Investment Manager shall for all
purposes herein be deemed to be an independent contractor, and shall,
unless otherwise expressly provided and authorized, have no authority to
act for or represent the Fund in any way, or in any way be deemed an agent
of the Fund. The Investment Manager shall regularly make decisions as to
what securities and other instruments to purchase and sell on behalf of the
Series and shall effect the purchase and sale of such investments in
furtherance of the Series' objectives and policies and shall furnish the
Board of Directors of the Fund with such information and reports regarding
the Series' investments as the Investment Manager deems appropriate or as
the Directors of the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear the
expenses and salaries necessary and incidental thereto including, but not
in limitation of the foregoing, the costs incurred in: the maintenance of
its corporate existence; the maintenance of its own books, records and
procedures; dealing with its own shareholders; the payment of dividends;
transfer of stock, including issuance, redemption and repurchase of shares;
preparation of share certificates; reports and notices to shareholders;
calling and holding of shareholders' meetings; miscellaneous office
expenses; brokerage commissions; custodian fees; legal and accounting fees;
taxes; and federal and state registration fees. Directors, officers and
employees of the Investment Manager may be directors, officers and
employees of any of the investment companies within the Delaware
Investments family (including the Fund). Directors, officers and employees
of the Investment Manager who are directors, officers and/or employees of
these investment companies shall not receive any compensation from such
companies for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and in
the performance of this Agreement, the Fund and Investment Manager may
share facilities common to each, which may include legal and accounting
personnel, with appropriate proration of expenses between them.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager will place orders for the
purchase and sale of portfolio securities and other instruments with such
broker/dealers selected who provide statistical, factual and financial
information and services to the Fund, to the Investment Manager, to any
Sub-Adviser, as defined in Paragraph 5 hereof, or to any other fund for
which the Investment Manager or any such Sub-Adviser provides investment
advisory services and/or with
J-1
<PAGE>
broker/dealers who sell shares of the Fund or who sell shares of any other
fund for which the Investment Manager or any such Sub-Adviser provides
investment advisory services. Broker/dealers who sell shares of the funds
of which Delaware Management Company is investment manager, shall only
receive orders for the purchase or sale of portfolio securities to the
extent that the placing of such orders is in compliance with the Rules of
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and procedures as may be adopted by the Board of Directors
and officers of the Fund, the Investment Manager may ask the Fund and the
Fund may agree to pay a member of an exchange, broker or dealer an amount
of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange, broker or dealer would
have charged for effecting that transaction, in such instances where the
Fund and the Investment Manager have determined in good faith that such
amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such member, broker or dealer,
viewed in terms of either that particular transaction or the Investment
Manager's overall responsibilities with respect to the Fund and to other
funds and other advisory accounts for which the Investment Manager or any
Sub-Adviser, as defined in Paragraph 5 hereof, exercises investment
discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund shall
pay to the Investment Manager monthly from the Series' assets, a fee based
on the average daily net assets of the Series during the month. Such fee
shall be calculated in accordance with the following schedule:
<TABLE>
<CAPTION>
MONTHLY ANNUAL RATE AVERAGE DAILY NET ASSETS
------- ----------- ------------------------
<S> <C> <C>
</TABLE>
If this Agreement is terminated prior to the end of any calendar month, the
management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of
calendar days, during which the Agreement is in effect, bears to the number
of calendar days in the month, and shall be payable within 10 days after
the date of termination.
5. The Investment Manager may, at its expense, select and contract with one
or more investment advisers registered under the Investment Advisers Act of
1940 ("Sub-Advisers") to perform some or all of the services for the Series
for which it is responsible under this Agreement. The Investment Manager
will compensate any Sub-Adviser for its services to the Series. The
Investment Manager may terminate the services of any Sub-Adviser at any
time in its sole discretion, and shall at such time assume the
responsibilities of such Sub-Adviser unless and until a successor Sub-
Adviser is selected and the requisite approval of the Series' shareholders
is obtained. The Investment Manager will continue to have responsibility
for all advisory services furnished by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to the Fund under
the provisions of this Agreement are not to be deemed to be exclusive, and
the Investment Manager shall be free to render similar or different
services to others so long as its ability to render the services provided
for in this Agreement shall not be impaired thereby.
7. The Investment Manager, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to
the Fund or to any other investment company, corporation, association, firm
or individual.
8. It is understood and agreed that so long as the Investment Manager
and/or its advisory affiliates shall continue to serve as the Fund's
investment adviser, other mutual funds as may be sponsored or advised by
the Investment Manager or its affiliates shall have the right permanently
to adopt and to use the words "Delaware," "Delaware Investments" or
"Delaware Group" in their names and in the names of any series or class of
shares of such funds.
J-2
<PAGE>
9. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of its duties as the Investment
Manager to the Fund, the Investment Manager shall not be subject to
liability to the Fund or to any shareholder of the Fund for any action or
omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of
any security, or otherwise.
10. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding
voting securities of the Series. It shall continue in effect for a period
of two years and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of
Directors or by the vote of a majority of the outstanding voting securities
of the Series and only if the terms and the renewal hereof have been
approved by the vote of a majority of the Directors of the Fund who are not
parties hereto or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Notwithstanding
the foregoing, this Agreement may be terminated by the Fund at any time,
without the payment of a penalty, on sixty days' written notice to the
Investment Manager of the Fund's intention to do so, pursuant to action by
the Board of Directors of the Fund or pursuant to the vote of a majority of
the outstanding voting securities of the Series. The Investment Manager may
terminate this Agreement at any time, without the payment of a penalty, on
sixty days' written notice to the Fund of its intention to do so. Upon
termination of this Agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for
any obligation to respond for a breach of this Agreement committed prior to
such termination, and except for the obligation of the Fund to pay to the
Investment Manager the fee provided in Paragraph 4 hereof, prorated to the
date of termination. This Agreement shall automatically terminate in the
event of its assignment.
11. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
12. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment"
shall have the meaning defined in the Investment Company Act of 1940.
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to be
affixed and duly attested and their presents to be signed by their duly
authorized officers as of the day of , 19 .
DELAWARE MANAGEMENT COMPANY, a
series of DELAWARE MANAGEMENT
BUSINESS TRUST [REGISTRANT NAME]
for the [SERIES NAME]
By: _________________________________
Name:________________________________
Title:_______________________________
By: _________________________________
Name:________________________________
Title:_______________________________
Attest:______________________________
Name:________________________________
Title:_______________________________
Attest:______________________________
Name:________________________________
Title:_______________________________
J-3
<PAGE>
EXHIBIT K
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust, a Delaware business trust ("Investment
Manager"), and [SUB-ADVISER NAME] ("Sub-Adviser").
WITNESSETH:
WHEREAS, [REGISTRANT NAME], a Maryland corporation ("Fund"), has been
organized and operates as an investment company registered under the
Investment Company Act of 1940 and engages in the business of investing and
reinvesting its assets in securities, and
WHEREAS, the Investment Manager and the Fund on behalf of the [Series]
("Series") have entered into an agreement of even date herewith ("Investment
Management Agreement") whereby the Investment Manager will provide investment
advisory services to the Fund on behalf of the Series; and
WHEREAS, the Investment Management Agreement permits the Investment Manager to
hire one or more sub-advisers to assist the Investment Manager in providing
investment advisory services to the Fund on behalf of the Series; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered Investment
Advisers under the Investment Advisers Act of 1940 and engage in the business
of providing investment management services.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Investment Manager hereby employs the Sub-Adviser, subject always to
the Investment Manager's control and supervision, to manage the investment
and reinvestment of that portion of the Series' assets as the Investment
Manager shall designate from time to time and to furnish the Investment
Manager with investment recommendations, asset allocation advice, research,
economic analysis and other investment services with respect to securities
in which the Series may invest, subject to the direction of the Board and
officers of the Fund for the period and on the terms hereinafter set forth.
The Sub-Adviser hereby accepts such employment and agrees during such
period to render the services and assume the obligations herein set forth
for the compensation herein provided. The Sub-Adviser shall for all
purposes herein be deemed to be an independent contractor, and shall,
unless otherwise expressly provided and authorized, have no authority to
act for or represent the Fund in any way, or in any way be deemed an agent
of the Fund. The Sub-Adviser shall regularly make decisions as to what
securities to purchase and sell on behalf of the Series with respect to
that portion of the Series' assets designated by the Investment Manager,
shall effect the purchase and sale of such investments in furtherance of
the Series' objectives and policies and shall furnish the Board of
Directors of the Fund with such information and reports regarding its
activities as the Investment Manager deems appropriate or as the Directors
of the Fund may reasonably request in the performance of its duties and
obligations under this Agreement, the Sub-Adviser shall act in conformity
with the Articles of Incorporation, By-Laws and Prospectus of the Fund and
with the instructions and directions of the Investment Manager and of the
Board of Directors of the Fund and will conform to and comply with the
requirements of the 1940 Act, the Internal Revenue Code of 1986 and all
other applicable federal and state laws and regulations consistent with the
provisions of Section 15(c) of the Investment Company Act of 1940.
2. Under the terms of the Investment Management Agreement, the Fund shall
conduct its own business and affairs and shall bear the expenses and
salaries necessary and incidental thereto including, but not in limitation
of the foregoing, the costs incurred in: the maintenance of its corporate
existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends;
K-1
<PAGE>
transfer of stock, including issuance and repurchase of shares; preparation
of share certificates; reports and notices to shareholders; calling and
holding of shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting fees; taxes; and federal
and state registration fees. Without limiting the foregoing, except as the
Investment Manager and the Sub-Adviser may agree in writing from time to
time, the Sub-Adviser shall have no responsibility for record maintenance
and preservation obligations under Section 31 of the Investment Company Act
of 1940.
Directors, officers and employees of the Sub-Adviser may be directors,
officers and employees of other funds which have employed the Sub-Adviser
as sub-adviser or investment manager. Directors, officers and employees of
the Sub-Adviser who are Directors, officers and/or employees of the Fund,
shall not receive any compensation from the Fund for acting in such dual
capacity.
In the conduct of the respective business of the parties hereto and in the
performance of this Agreement, the Fund, the Investment Manager and the
Sub-Adviser may share facilities common to each, which may include legal
and accounting personnel, with appropriate proration of expenses between
and among them.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Sub-Adviser will place orders for the purchase
and sale of portfolio securities and other instruments with such
broker/dealers who provide statistical, factual and financial information
and services to the Fund, to the Investment Manager, to the Sub-Adviser or
to any other Fund for which the Investment Manager or Sub-Adviser provides
investment advisory services and/or with broker/dealers who sell shares of
the Fund or who sell shares of any other Fund for which the Investment
Manager or Sub-Adviser provides investment advisory services.
Broker/dealers who sell shares of the Funds for which the Investment
Manager or Sub-Adviser provides advisory services shall only receive orders
for the purchase or sale of portfolio securities to the extent that the
placing of such orders is in compliance with the rules of the Securities
and Exchange Commission and the National Association of Securities Dealers,
Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and procedures as may be adopted by the Board of Directors
and officers of the Fund, the Sub-Adviser may ask the Fund and the Fund may
agree to pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount
of commission another member of an exchange, broker or dealer would have
charged for effecting that transaction, in such instances where it and the
Sub-Adviser have determined in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research
services provided by such member, broker or dealer, viewed in terms of
either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to the Fund and to other funds and other
advisory accounts for which the Investment Manager or the Sub-Adviser
exercises investment discretion.
4. As compensation for the services to be rendered to the Fund for the
benefit of the Series by the Sub-Adviser under the provisions of this
Agreement, the Investment Manager shall pay to the Sub-Adviser a monthly
fee equal to [ %] of the fee payable to the Investment Manager under the
terms of the Investment Management Agreement, less [ ]% of the dollar
amount of any management fees waived, or expense limitation payments made,
by the Investment Manager during that month.
If this Agreement is terminated prior to the end of any calendar month, the
Sub-Advisory fee shall be prorated for the portion of any month in which
this Agreement is in effect according to the proportion which the number of
calendar days, during which the Agreement is in effect, bears to the number
of calendar days in the month, and shall be payable within 10 days after
the date of termination.
5. The services to be rendered by the Sub-Adviser to the Fund for the
benefit of the Series under the provisions of this Agreement are not to be
deemed to be exclusive, and the Sub-Adviser shall be free to render similar
or different services to others so long as its ability to render the
services provided for in this Agreement shall not be impaired thereby;
provided, however, except for advisory arrangements implemented prior to
the date of this Agreement, during the term of this Agreement, the Sub-
Adviser, will not, without the written consent of the Investment Manager,
which consent will not be unreasonably withheld, render investment company
(or portfolio thereof) which the Investment manger reasonably determines
would be in competition with and which has investment policies similar to
those of the Portfolio.
K-2
<PAGE>
6. Subject to the limitation set forth in Paragraph 5, the Sub-Adviser, its
directors, officers, employees, agents and shareholders may engage in other
businesses, may render investment advisory services to other investment
companies, or to any other corporation, association, firm or individual,
and may render underwriting services to the Fund or to any other investment
company, corporation, association, firm or individual.
The Investment Manager agrees that it shall not use the Sub-Adviser's name
or otherwise refer to the Sub-Adviser in any materials distributed to third
parties, including the Series' shareholders, without the prior written
consent of the Sub-Adviser.
7. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of its duties as Sub-Adviser to the
Fund, the Sub-Adviser shall not be subject to liability to the Fund, to the
Investment Manager or to any shareholder of the Fund for any action or
omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of
any security, or otherwise.
8. This Agreement shall be executed and become effective as of the date
written below if approved by the vote of a majority of the outstanding
voting securities of the Series. It shall continue in effect for a period
of two years and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of
Directors or by the vote of a majority of the outstanding voting securities
of the Series and only if the terms and the renewal hereof have been
approved by the vote of a majority of the Directors of the Fund who are not
parties hereto or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Notwithstanding
the foregoing, this Agreement may be terminated by the Investment Manager
or the Fund at any time, without the payment of a penalty, on sixty days'
written notice to the Sub-Adviser, of the Investment Manager's or the
Fund's intention to do so, in the case of the Fund pursuant to action by
the Board of Directors of the Fund or pursuant to the vote of a majority of
the outstanding voting securities of the Series. The Sub-Adviser may
terminate this Agreement at any time, without the payment of a penalty on
sixty days' written notice to the Investment Manager and the Fund of its
intention to do so. Upon termination of this Agreement, the obligations of
all the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this
Agreement committed prior to such termination, and except for the
obligation of the Investment Manager to pay to the Sub-Adviser the fee
provided in Paragraph 4 hereof, prorated to the date of termination. This
Agreement shall automatically terminate in the event of its assignment.
This Agreement shall automatically terminate upon the termination of the
Investment Management Agreement.
9. This Agreement shall extend to and bind the successors of the parties
hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested person"; and "assignment"
shall have the meaning defined in the Investment Company Act of 1940.
K-3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to be
affixed and duly attested and their presents to be signed by their duly
authorized officers as of the day of , 1998.
DELAWARE MANAGEMENT COMPANY, A
SERIES OF DELAWARE MANAGEMENT
BUSINESS TRUST
By: _________________________________
Name:
Title:
Attest: _____________________________
[SUB-ADVISER NAME]
By: _________________________________
Name:
Title:
Attest: _____________________________
Agreed to and accepted as of the day and year first above written:
[REGISTRANT NAME] ON BEHALF OF THE
[SERIES NAME]
By: _________________________________
Chairman
Attest: _____________________________
K-4
<PAGE>
EXHIBIT L
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") is made as of this
day of September, 1998 by and between VOYAGEUR INVESTMENT FUND, INC., a
Maryland corporation ("Fund"), and VOYAGEUR INVESTMENT TRUST, a business trust
created under the laws of the Commonwealth of Massachusetts ("Trust") (the
Fund and the Trust are hereinafter collectively referred to as the "parties").
In consideration of the mutual promises contained herein, and intending to be
legally bound, the parties hereto agree as follows:
1. PLAN OF REORGANIZATION.
(a) Upon satisfaction of the conditions precedent described in Section 3
hereof, the Trust will convey, transfer and deliver to the Fund at the closing
provided for in Section 2 (hereinafter referred to as the "Closing") all of
the Trust's then-existing assets, the assets belonging to each series of the
Trust to be conveyed, transferred and delivered to the corresponding series of
the Fund. In consideration thereof, the Fund agrees at the Closing (1) to
assume and pay, to the extent that they exist on or after the Effective Date
of the Reorganization (as defined in Section 2 hereof), all of the Trust's
obligations and liabilities, whether absolute, accrued, contingent or
otherwise, including all fees and expenses in connection with the Agreement,
which fees and expenses shall in turn include, without limitation, costs of
legal advice, accounting, printing, mailing, proxy solicitation and transfer
taxes, if any, the obligations and liabilities allocated to each series of the
Trust to become the obligations and liabilities of the corresponding series of
the Fund, and (2) to deliver, in accordance with paragraph (b) of this Section
1, full and fractional shares of beneficial interest, $.01 par value, of each
of the Fund's separate series and the respective classes of those series, all
as set forth in the Appendix attached hereto (hereinafter, the series are
individually and collectively referred to as "Series of the Fund" and the
classes are individually referred to as a "Class of the Fund" and collectively
as "Classes of the Fund"), equal in number to the number of full and
fractional shares of beneficial interest, no par value, of, respectively, each
of the Trust's separate series and the respective classes of those series, all
as set forth in the Appendix hereto (hereinafter, the series are referred to
individually and collectively as "Series of the Trust" and the classes are
referred to individually as a "Class of the Trust" and collectively, as
"Classes of the Trust") outstanding immediately prior to the Effective Date of
the Reorganization. The transactions contemplated hereby are intended to
qualify as a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended ("Code").
(b) In order to effect such delivery, the Fund will establish an open
account for each shareholder of each Series of the Trust and, on the Effective
Date of the Reorganization, will credit to such account full and fractional
shares of such Series and Class of the Fund equal to the number of full and
fractional shares such shareholder holds in the corresponding Series and Class
of the Trust at the close of regular trading on the New York Stock Exchange on
the business day immediately preceding the Effective Date of the
Reorganization; fractional shares of each Class of the Fund will be carried to
the third decimal place. On the Effective Date of the Reorganization, the net
asset value per share of beneficial interest of each Class of the Fund shall
be deemed to be the same as the net asset value per share of beneficial
interest of the corresponding Class of the Trust at the close of regular
trading on the New York Stock Exchange on the business day immediately
preceding the Effective Date of the Reorganization. On the Effective Date of
the Reorganization, each certificate representing shares of a Series and Class
of the Trust will represent the same number of shares of the corresponding
Series and Class of the Fund. Each shareholder of the Trust will have the
right to exchange his (her) share certificates for share certificates of the
Fund. However, a shareholder need not make this exchange of certificates
unless he (she) so desires. Simultaneously with the crediting of the shares of
the Series and Classes of the Fund to the shareholders of record of the Trust,
the shares of the Series and Classes of the Trust held by such shareholder
shall be cancelled.
(c) As soon as practicable after the Effective Date of the Reorganization,
the Trust shall take all necessary steps under Massachusetts law to effect a
complete dissolution of the Trust.
L-1
<PAGE>
2. CLOSING AND EFFECTIVE DATE OF THE REORGANIZATION.
The Closing shall consist of (i) the conveyance, transfer and delivery of
the Trust's assets to the Fund, in exchange for the assumption and payment by
the Fund of the Trust's liabilities and (ii) the issuance and delivery of the
Fund's shares in accordance with Section 1(b), together with related acts
necessary to consummate such transactions. The Closing shall occur either on
(a) the business day immediately following the later of receipt of all
necessary regulatory approvals and the final adjournment of the meeting of
shareholders of the Trust at which this Agreement will be considered or (b)
such later date as the parties may mutually agree ("Effective Date of the
Reorganization").
3. CONDITIONS PRECEDENT.
The obligations of the Trust and the Fund to effectuate the reorganization
hereunder shall be subject to the satisfaction of each of the following
conditions:
(a) Such authority and orders from the Securities and Exchange Commission
("Commission") as may be necessary to permit the parties to carry out the
transactions contemplated by this Agreement shall have been received;
(b) (i) One or more post-effective amendments to the Trust's Registration
Statement on Form N-1A ("Registration Statement") under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended
("1940 Act"), containing such amendments to the Registration Statement as
are determined by the Directors of the Fund to be necessary and appropriate
as a result of this Agreement shall have been filed with the Commission;
(ii) the Fund shall have adopted as its own such Registration Statement, as
so amended; (iii) the most recent post-effective amendment to the
Registration Statement filed with the Commission relating to the Fund shall
have become effective, and no stop-order suspending the effectiveness of
the Registration Statement shall have been issued, and no proceeding for
that purpose shall have been initiated or threatened by the Commission
(other than any such stop-order, proceeding or threatened proceeding which
shall have been withdrawn or terminated); and (iv) an amendment of the Form
N-8A Notification of Registration filed pursuant to Section 8(a) of the
1940 Act ("Form N-8A") reflecting the change in legal form of the Trust to
a Maryland corporation shall have been filed with the Commission and the
Fund shall have expressly adopted such amended Form N-8A as its own for
purposes of the 1940 Act;
(c) Each party shall have received an opinion of Stradley, Ronon, Stevens
& Young, LLP, Philadelphia, Pennsylvania, to the effect that the
reorganization contemplated by this Agreement qualifies as a
"reorganization" under Section 368 of the Code, and thus will not give rise
to the recognition of income, gain or loss for federal income tax purposes
to the Trust, the Fund or the shareholders of the Trust or the Fund;
(d) The Trust shall have received an opinion of Stradley, Ronon, Stevens
& Young, LLP, dated the Effective Date of the Reorganization, addressed to
and in form and substance satisfactory to the Trust, to the effect that (i)
the Fund is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Maryland; (ii) this Agreement
and the reorganization provided for herein and the execution and delivery
of this Agreement have been duly authorized and approved by all requisite
corporate action of the Fund and this Agreement has been duly executed and
delivered by the Fund and is a legal, valid and binding agreement of the
Fund in accordance with its terms; and (iii) the shares of the Fund to be
issued in the reorganization have been duly authorized and, upon issuance
thereof in accordance with this Agreement, will have been validly issued
and fully paid and will be non-assessable by the Fund;
(e) The Fund shall have received the opinion of Stradley, Ronon, Stevens
& Young, LLP, dated the Effective Date of the Reorganization, addressed to
and in form and substance satisfactory to the Fund, to the effect that: (i)
the Trust is duly organized and validly existing under the laws of the
Commonwealth of Massachusetts; (ii) the Trust is an open-end investment
company of the management type registered under the 1940 Act; and (iii)
this Agreement and the reorganization provided for herein and the execution
and delivery of this Agreement have been duly authorized and approved by
all requisite action of the Trust
L-2
<PAGE>
and this Agreement has been duly executed and delivered by the Trust and is
a legal, valid and binding agreement of the Trust in accordance with its
terms;
(f) The shares of each Series and Class of the Fund are eligible for
offering to the public in those states of the United States and
jurisdictions in which the shares of their corresponding Series and Class
of the Trust are presently eligible for offering to the public so as to
permit the issuance and delivery of shares contemplated by this Agreement
to be consummated;
(g) This Agreement and the reorganization contemplated hereby shall have
been adopted and approved by the appropriate action of the shareholders of
the Trust at an annual or special meeting or any adjournment thereof;
(h) The shareholders of the Trust shall have voted to direct the Trust to
vote, and the Trust shall have voted, as sole shareholder of the Fund, to:
(i) Elect as Directors of the Fund the following individuals: Messrs.
Walter P. Babich, Anthony D. Knerr, W. Thacher Longstreth, Charles E.
Peck, Wayne A. Stork, Thomas F. Madison, Jeffrey J. Nick and Ms. Ann R.
Leven;
(ii) Select Ernst & Young LLP as the independent auditors for the
Fund for the fiscal year ending August 31, 1999;
(iii) With respect to each Series, if at the annual or special
meeting specified in paragraph (g) of this Section 3 (or any
adjournment thereof) the shareholders of a Series of the Trust (A)
approve a proposal for a new investment management agreement ("New
Investment Management Agreement") between Delaware Management Company,
a series of Delaware Management Business Trust ("DMC") and the Trust on
behalf of such Series, approve an investment management agreement
between DMC and the Fund on behalf of such Series, which is
substantially identical to the New Investment Management Agreement, or
(B) do not approve a proposal for a New Investment Management Agreement
between DMC and the Trust on behalf of such Series, approve an
investment management agreement between DMC and the Fund on behalf of
such Series, which is substantially identical to the then-current
investment management agreement between DMC and the Trust on behalf of
such Series;
(i) The Directors of the Fund shall have taken the following actions at a
meeting duly called for such purposes:
(i) Approval of the investment management agreements described in
paragraph (h) of this Section 3 hereof for each Series of the Fund;
(ii) Approval of a distribution plan, if any, for each Class of each
Series of the Fund, as adopted pursuant to Rule 12b-1 under the 1940
Act, which is substantially identical to the then-current distribution
plan, if any, as adopted pursuant to Rule 12b-1 under the 1940 Act for
each Class of each corresponding Series of the Trust;
(iii) Approval of the assignment of the Trust's Custodian Agreement
with Norwest Bank Minnesota, N.A. to the Fund;
(iv) Selection of Ernst & Young LLP as the Fund's independent
auditors for the fiscal year ending August 31, 1999;
(v) Approval of the Fund's Amended and Restated Shareholders Services
Agreement with Delaware Service Company, Inc.;
(vi) Approval of the Fund Accounting Agreement with Delaware Service
Company, Inc. that covers the funds comprising the Delaware Investments
Family of Funds;
(vii) Approval of the Distribution Agreement between the Fund and
Delaware Distributors, L.P. on behalf of the Series and Classes;
(viii) Authorization of the issuance by the Fund, prior to the
Effective Date of the Reorganization, of one share of each Series and
Class of the Fund to the Trust in consideration for the payment of
$1.00 per share for the purpose of enabling the Trust to vote on the
matters referred in paragraph (h) of this Section 3 hereof;
L-3
<PAGE>
(ix) Submission of the matters referred to in paragraph (h) of this
Section 3 to the Trust as sole shareholder of each Series of the Fund;
and
(x) Authorization of the issuance and delivery by the Fund of shares
of each Series and Class of the Fund on the Effective Date of the
Reorganization in exchange for the assets of the corresponding Series
of the Trust pursuant to the terms and provisions of this Agreement.
At any time prior to the Closing, any of the foregoing conditions may be
waived by the Board of Trustees of the Trust if, in the judgment of such
Board, such waiver will not affect in a materially adverse way the benefits
intended to be accorded the shareholders of the Trust under this Agreement.
4. TERMINATION.
The Board of Trustees of the Trust may terminate this Agreement and abandon
the reorganization contemplated hereby, notwithstanding approval thereof by
the shareholders of the Trust, at any time prior to the Effective Date of the
Reorganization if, in the judgment of such Board, the facts and circumstances
make proceeding with this Agreement inadvisable.
5. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement between the parties and there
are no agreements, understandings, restrictions or warranties among the
parties other than those set forth herein or herein provided for.
6. FURTHER ASSURANCES.
The Trust and the Fund shall take such further action as may be necessary or
desirable and proper to consummate the transactions contemplated hereby.
7. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.
8. GOVERNING LAW.
This Agreement and the transactions contemplated hereby shall be governed by
and construed and enforced in accordance with the laws of the State of
Maryland.
IN WITNESS WHEREOF, the Fund and the Trust have each caused this Agreement
and Plan of Reorganization to be executed on its behalf by its Chairman,
President or a Vice President and attested by its Secretary or an Assistant
Secretary, all as of the day and year first-above written.
VOYAGEUR INVESTMENT TRUST
Attest: (a Massachusetts business trust)
By:__________________________________ By:__________________________________
George M. Chamberlain, Jr. Wayne A. Stork
Secretary Chairman
VOYAGEUR INVESTMENT FUND, INC.
Attest: (a Maryland corporation)
By:__________________________________ By:__________________________________
Eric E. Miller Jeffrey J. Nick
Assistant Secretary President and Chief Executive
Officer
L-4
<PAGE>
APPENDIX
<TABLE>
<CAPTION>
SERIES AND CLASSES OF VOYAGEUR INVESTMENT
TRUST
- -----------------------------------------
<S> <C>
Delaware-Voyageur Tax-Free California In-
sured Fund
Delaware-Voyageur Tax-Free California In-
sured Fund Class A
Delaware-Voyageur Tax-Free California In-
sured Fund Class B
Delaware-Voyageur Tax-Free California In-
sured Fund Class C
Delaware-Voyageur Tax-Free Florida Fund
Delaware-Voyageur Tax-Free Florida Fund
Class A
Delaware-Voyageur Tax-Free Florida Fund
Class B
Delaware-Voyageur Tax-Free Florida Fund
Class C
Delaware-Voyageur Tax-Free Florida Insured
Fund
Delaware-Voyageur Tax-Free Florida Insured
Fund Class A
Delaware-Voyageur Tax-Free Florida Insured
Fund Class B
Delaware-Voyageur Tax-Free Florida Insured
Fund Class C
Delaware-Voyageur Tax-Free Kansas Fund
Delaware-Voyageur Tax-Free Kansas Fund
Class A
Delaware-Voyageur Tax-Free Kansas Fund
Class B
Delaware-Voyageur Tax-Free Kansas Fund
Class C
Delaware-Voyageur Tax-Free Missouri Insured
Fund
Delaware-Voyageur Tax-Free Missouri In-
sured Fund Class A
Delaware-Voyageur Tax-Free Missouri In-
sured Fund Class B
Delaware-Voyageur Tax-Free Missouri In-
sured Fund Class C
Delaware-Voyageur Tax-Free New Mexico Fund
Delaware-Voyageur Tax-Free New Mexico Fund
Class A
Delaware-Voyageur Tax-Free New Mexico Fund
Class B
Delaware-Voyageur Tax-Free New Mexico Fund
Class C
Delaware-Voyageur Tax-Free Oregon Insured
Fund
Delaware-Voyageur Tax-Free Oregon Insured
Fund Class A
Delaware-Voyageur Tax-Free Oregon Insured
Fund Class B
Delaware-Voyageur Tax-Free Oregon Insured
Fund Class C
Delaware-Voyageur Tax-Free Utah Fund
Delaware-Voyageur Tax-Free Utah Fund Class
A
Delaware-Voyageur Tax-Free Utah Fund Class
B
Delaware-Voyageur Tax-Free Utah Fund Class
C
Delaware-Voyageur Tax-Free Washington In-
sured Fund
Delaware-Voyageur Tax-Free Washington In-
sured Fund
Class A
Delaware-Voyageur Tax-Free Washington In-
sured Fund
Class B
Delaware-Voyageur Tax-Free Washington In-
sured Fund
Class C
</TABLE>
<TABLE>
<CAPTION>
CORRESPONDING SERIES AND CLASSES OF
VOYAGEUR INVESTMENT
- -----------------------------------
FUND, INC.
- ----------
<S> <C>
Delaware-Voyageur Tax-Free California In-
sured Fund
Delaware-Voyageur Tax-Free California In-
sured Fund Class A
Delaware-Voyageur Tax-Free California In-
sured Fund Class B
Delaware-Voyageur Tax-Free California In-
sured Fund Class C
Delaware-Voyageur Tax-Free Florida Fund
Delaware-Voyageur Tax-Free Florida Fund
Class A
Delaware-Voyageur Tax-Free Florida Fund
Class B
Delaware-Voyageur Tax-Free Florida Fund
Class C
Delaware-Voyageur Tax-Free Florida Insured
Fund
Delaware-Voyageur Tax-Free Florida Insured
Fund Class A
Delaware-Voyageur Tax-Free Florida Insured
Fund Class B
Delaware-Voyageur Tax-Free Florida Insured
Fund Class C
Delaware-Voyageur Tax-Free Kansas Fund
Delaware-Voyageur Tax-Free Kansas Fund
Class A
Delaware-Voyageur Tax-Free Kansas Fund
Class B
Delaware-Voyageur Tax-Free Kansas Fund
Class C
Delaware-Voyageur Tax-Free Missouri Insured
Fund
Delaware-Voyageur Tax-Free Missouri In-
sured Fund Class A
Delaware-Voyageur Tax-Free Missouri In-
sured Fund Class B
Delaware-Voyageur Tax-Free Missouri In-
sured Fund Class C
Delaware-Voyageur Tax-Free New Mexico Fund
Delaware-Voyageur Tax-Free New Mexico Fund
Class A
Delaware-Voyageur Tax-Free New Mexico Fund
Class B
Delaware-Voyageur Tax-Free New Mexico Fund
Class C
Delaware-Voyageur Tax-Free Oregon Insured
Fund
Delaware-Voyageur Tax-Free Oregon Insured
Fund Class A
Delaware-Voyageur Tax-Free Oregon Insured
Fund Class B
Delaware-Voyageur Tax-Free Oregon Insured
Fund Class C
Delaware-Voyageur Tax-Free Utah Fund
Delaware-Voyageur Tax-Free Utah Fund Class
A
Delaware-Voyageur Tax-Free Utah Fund Class
B
Delaware-Voyageur Tax-Free Utah Fund Class
C
Delaware-Voyageur Tax-Free Washington In-
sured Fund
Delaware-Voyageur Tax-Free Washington In-
sured Fund
Class A
Delaware-Voyageur Tax-Free Washington In-
sured Fund
Class B
Delaware-Voyageur Tax-Free Washington In-
sured Fund
Class C
</TABLE>
L-5
<PAGE>
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") is made as of this
day of October, 1998 by and between VOYAGEUR FLORIDA INSURED MUNICIPAL
INCOME FUND, INC., a Maryland corporation ("Fund"), and VOYAGEUR FLORIDA
INSURED MUNICIPAL INCOME FUND, a business trust created under the laws of the
Commonwealth of Massachusetts ("Trust") (the Fund and the Trust are
hereinafter collectively referred to as the "parties").
In consideration of the mutual promises contained herein, and intending to
be legally bound, the parties hereto agree as follows:
1. PLAN OF REORGANIZATION.
(a) Upon satisfaction of the conditions precedent described in Section 3
hereof, the Trust will convey, transfer and deliver to the Fund at the closing
provided for in Section 2 (hereinafter referred to as the "Closing") all of
the Trust's then-existing assets. In consideration thereof, the Fund agrees at
the Closing (1) to assume and pay, to the extent that they exist on or after
the Effective Date of the Reorganization (as defined in Section 2 hereof), all
of the Trust's obligations and liabilities, whether absolute, accrued,
contingent or otherwise, including all fees and expenses in connection with
the Agreement, which fees and expenses shall in turn include, without
limitation, costs of legal advice, accounting, printing, mailing, proxy
solicitation and transfer taxes, if any, the obligations and liabilities of
the Trust to become the obligations and liabilities of the Fund, and (2) to
deliver, in accordance with paragraph (b) of this Section 1, full and
fractional shares of beneficial interest, $.01 par value, of each of the
Fund's separate classes and the respective series of those classes, as
applicable, all as set forth in the appendix attached hereto (hereinafter, the
classes of the Fund are individually referred to as a "Class of the Fund" and
collectively as "Classes of the Fund" and the series of the Fund are
individually and collectively referred to as "Series of the Fund"), equal in
number to the number of full and fractional shares of beneficial interest,
$.01 par value, of, respectively, each of the Trust's separate classes and the
respective series of those classes, as applicable, all as set forth in the
appendix attached hereto (hereinafter, the classes of the Trust are
individually referred to as a "Class of the Trust" and collectively as
"Classes of the Trust" and the series of the Trust are individually and
collectively referred to as "Series of the Trust") outstanding immediately
prior to the Effective Date of the Reorganization. The transactions
contemplated hereby are intended to qualify as a reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended
("Code").
(b) In order to effect such delivery, the Fund will establish an open
account for each shareholder of each Class and Series of the Trust and, on the
Effective Date of the Reorganization, will credit to such account full and
fractional shares of such Class and Series of the Fund equal to the number of
full and fractional shares such shareholder holds in the corresponding Class
and Series of the Trust at the close of regular trading on the New York Stock
Exchange on the business day immediately preceding the Effective Date of the
Reorganization; fractional shares of each Class and Series of the Fund will be
carried to the third decimal place. On the Effective Date of the
Reorganization, the net asset value per share of the Common Shares of the Fund
shall be deemed to be the same as the net asset value per share of the Common
Shares of the Trust at the close of regular trading on the New York Stock
Exchange on the business day immediately preceding the Effective Date of the
Reorganization. On the Effective Date of the Reorganization, the dividend rate
and dividend period applicable to each Series of Preferred Shares of the Fund
shall be deemed to be the same as the dividend rate and dividend period of the
corresponding Series of Preferred Shares of the Trust. On the Effective Date
of the Reorganization, each certificate representing shares of a Class and
Series of the Trust will represent the same number of shares of the
corresponding Class and Series of the Fund. Each shareholder of the Trust will
have the right to exchange his (her) share certificates for share certificates
of the Fund. However, a shareholder need not make this exchange of
certificates unless he (she) so desires. Simultaneously with the crediting of
the shares of the Classes and Series of the Fund to the shareholders of record
of the Trust, the shares of the Classes and Series of the Trust held by such
shareholder shall be cancelled.
(c) As soon as practicable after the Effective Date of the Reorganization,
the Trust shall take all necessary steps under Massachusetts law to effect a
complete dissolution of the Trust.
L-6
<PAGE>
2. CLOSING AND EFFECTIVE DATE OF THE REORGANIZATION.
The Closing shall consist of (i) the conveyance, transfer and delivery of
the Trust's assets to the Fund, in exchange for the assumption and payment by
the Fund of the Trust's liabilities and (ii) the issuance and delivery of the
Fund's shares in accordance with Section 1(b), together with related acts
necessary to consummate such transactions. The Closing shall occur either on
(a) the business day immediately following the later of receipt of all
necessary regulatory approvals and the final adjournment of the meeting of
shareholders of the Trust at which this Agreement will be considered or (b)
such later date as the parties may mutually agree ("Effective Date of the
Reorganization").
3. CONDITIONS PRECEDENT.
The obligations of the Trust and the Fund to effectuate the reorganization
hereunder shall be subject to the satisfaction of each of the following
conditions:
(a) A supplemental listing application shall have been filed with the
American Stock Exchange ("AMEX") in accordance with the rules of the AMEX
and such approvals from the AMEX as may be necessary to permit the parties
to carry out the transactions contemplated by this Agreement shall have
been received;
(b) (i) One or more post-effective amendments to the Trust's Registration
Statement on Form N-2 ("N-2 Registration Statement") under the Investment
Company Act of 1940, as amended ("1940 Act"), containing such amendments to
the N-2 Registration Statement as are determined by the Directors of the
Fund to be necessary and appropriate as a result of this Agreement shall
have been filed with the Securities and Exchange Commission ("Commission");
(ii) the Fund shall have adopted as its own such N-2 Registration
Statement, as so amended; (iii) a registration statement on Form 8-A ("8-A
Registration Statement") under the Securities Exchange Act of 1934, as
amended, shall have been filed with the Commission and the AMEX by the
Fund; (iv) the most recent post-effective amendment to the N-2 Registration
Statement and the 8-A Registration Statement filed with the Commission
relating to the Fund shall have become effective, and no stop-order
suspending the effectiveness of the N-2 Registration Statement or the 8-A
Registration Statement shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened by the Commission (other
than any such stop-order, proceeding or threatened proceeding which shall
have been withdrawn or terminated); and (v) an amendment of the Form N-8A
Notification of Registration filed pursuant to Section 8(a) of the 1940 Act
("Form N-8A") reflecting the change in legal form of the Trust to a
Maryland corporation shall have been filed with the Commission and the Fund
shall have expressly adopted such amended Form N-8A as its own for purposes
of the 1940 Act;
(c) Each party shall have received an opinion of Stradley, Ronon, Stevens
& Young, LLP, Philadelphia, Pennsylvania, to the effect that the
reorganization contemplated by this Agreement qualifies as a
"reorganization" under Section 368 of the Code, and thus will not give rise
to the recognition of income, gain or loss for federal income tax purposes
to the Trust, the Fund or the shareholders of the Trust or the Fund;
(d) The Trust shall have received an opinion of Stradley, Ronon, Stevens
& Young, LLP, dated the Effective Date of the Reorganization, addressed to
and in form and substance satisfactory to the Trust, to the effect that (i)
the Fund is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Maryland; (ii) this Agreement
and the reorganization provided for herein and the execution and delivery
of this Agreement have been duly authorized and approved by all requisite
corporate action of the Fund and this Agreement has been duly executed and
delivered by the Fund and is a legal, valid and binding agreement of the
Fund in accordance with its terms; and (iii) the shares of the Fund to be
issued in the reorganization have been duly authorized and, upon issuance
thereof in accordance with this Agreement, will have been validly issued
and fully paid and will be non-assessable by the Fund;
(e) The Fund shall have received the opinion of Stradley, Ronon, Stevens
& Young, LLP, dated the Effective Date of the Reorganization, addressed to
and in form and substance satisfactory to the Fund, to the effect that: (i)
the Trust is duly organized and validly existing under the laws of the
Commonwealth of
L-7
<PAGE>
Massachusetts; (ii) the Trust is a closed-end investment company of the
management type registered under the 1940 Act; and (iii) this Agreement and
the reorganization provided for herein and the execution and delivery of
this Agreement have been duly authorized and approved by all requisite
action of the Trust and this Agreement has been duly executed and delivered
by the Trust and is a legal, valid and binding agreement of the Trust in
accordance with its terms;
(f) The shares of each Class and Series of the Fund are eligible for
offering to the public in those states of the United States and
jurisdictions in which the shares of their corresponding Class and Series
of the Trust are presently eligible for offering to the public so as to
permit the issuance and delivery of shares contemplated by this Agreement
to be consummated;
(g) This Agreement and the reorganization contemplated hereby shall have
been adopted and approved by the appropriate action of the shareholders of
the Trust at an annual or special meeting or any adjournment thereof;
(h) The shareholders of the Trust shall have voted to direct the Trust to
vote, and the Trust shall have voted, as sole shareholder of the Fund, to:
(i) In accordance with the 1940 Act, elect as Directors of the Fund
the following individuals: Messrs. Walter P. Babich, Anthony D. Knerr,
W. Thacher Longstreth, Charles E. Peck, Wayne A. Stork, Thomas F.
Madison, Jeffrey J. Nick and Ms. Ann R. Leven;
(ii) Select Ernst & Young LLP as the independent auditors for the
Fund for the fiscal year ending March 31, 1999; and
(iii) If at the annual or special meeting specified in paragraph (g)
of this Section 3 (or any adjournment thereof) the shareholders of the
Trust (A) approve a proposal for a new investment management agreement
("New Investment Management Agreement") between Delaware Management
Company, a series of Delaware Management Business Trust ("DMC") and the
Trust, approve an investment management agreement between DMC and the
Fund, which is substantially identical to the New Investment Management
Agreement, or (B) do not approve a proposal for a New Investment
Management Agreement between DMC and the Trust, approve an investment
management agreement between DMC and the Fund, which is substantially
identical to the then-current investment management agreement between
DMC and the Trust;
(i) The Directors of the Fund shall have taken the following actions at a
meeting duly called for such purposes:
(i) Approval of the investment management agreements described in
paragraph (h) of this Section 3 hereof for the Fund;
(ii) Approval of the assignment of the Trust's Custodian Agreement
with Norwest Bank Minnesota, N.A. to the Fund;
(iii) Selection of Ernst & Young LLP as the Fund's independent
auditors for the fiscal year ending March 31, 1999;
(iv) Approval of the Fund Administration and Accounting Agreement
with Delaware Service Company, Inc. that is substantially the same as
the current Fund Administration and Accounting Agreement between
Delaware Service Company, Inc. and the Trust;
(v) Authorization of the issuance by the Fund, prior to the Effective
Date of the Reorganization, of one share of each Class and Series of
the Fund to the Trust in consideration for the payment of $10.00 per
share for the purpose of enabling the Trust to vote on the matters
referred in paragraph (h) of this Section 3 hereof;
(vi) Submission of the matters referred to in paragraph (h) of this
Section 3 to the Trust as sole shareholder of each Class and Series of
the Fund; and
L-8
<PAGE>
(vii) Authorization of the issuance and delivery by the Fund of
shares of each Class and Series of the Fund on the Effective Date of
the Reorganization in exchange for the assets of the Trust pursuant to
the terms and provisions of this Agreement.
At any time prior to the Closing, any of the foregoing conditions may be
waived by the Board of Trustees of the Trust if, in the judgment of such
Board, such waiver will not affect in a materially adverse way the benefits
intended to be accorded the shareholders of each Class and Series of the Trust
under this Agreement.
4. TERMINATION.
The Board of Trustees of the Trust may terminate this Agreement and abandon
the reorganization contemplated hereby, notwithstanding approval thereof by
the shareholders of the Trust, at any time prior to the Effective Date of the
Reorganization if, in the judgment of such Board, the facts and circumstances
make proceeding with this Agreement inadvisable.
5. ENTIRE AGREEMENT.
This Agreement embodies the entire agreement between the parties and there
are no agreements, understandings, restrictions or warranties among the
parties other than those set forth herein or herein provided for.
6. FURTHER ASSURANCES.
The Trust and the Fund shall take such further action as may be necessary or
desirable and proper to consummate the transactions contemplated hereby.
7. COUNTERPARTS.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.
8. GOVERNING LAW.
This Agreement and the transactions contemplated hereby shall be governed by
and construed and enforced in accordance with the laws of the State of
Maryland.
IN WITNESS WHEREOF, the Fund and the Trust have each caused this Agreement and
Plan of Reorganization to be executed on its behalf by its Chairman, President
or a Vice President and attested by its Secretary or an Assistant Secretary,
all as of the day and year first-above written.
VOYAGEUR FLORIDA INSURED MUNICIPAL
INCOME FUND
Attest: (a Massachusetts business trust)
By:__________________________________ By:__________________________________
George M. Chamberlain, Jr. Wayne A. Stork
Secretary Chairman
VOYAGEUR FLORIDA INSURED MUNICIPAL
INCOME FUND, INC.
Attest: (a Maryland corporation)
By:__________________________________ By:__________________________________
Eric E. Miller Jeffrey J. Nick
Assistant Secretary President and Chief Executive
Officer
L-9
<PAGE>
APPENDIX
<TABLE>
<CAPTION>
CLASSES AND SERIES OF VOYAGEUR FLORIDA
INSURED
MUNICIPAL INCOME FUND
- --------------------------------------
<S> <C>
Common Shares
Municipal Income Preferred Shares,
Series A
Municipal Income Preferred Shares,
Series B
</TABLE>
<TABLE>
<CAPTION>
CORRESPONDING CLASSES AND SERIES OF
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME
FUND, INC.
- -----------------------------------------
<S> <C>
Common Shares
Municipal Income Preferred Shares, Series A
Municipal Income Preferred Shares, Series B
</TABLE>
L-10
<PAGE>
EXHIBIT M
DIFFERENCES IN LEGAL STRUCTURES
Unless otherwise defined in this Exhibit, capitalized terms have the meanings
set forth in Proposal Seven.
DIFFERENCES BETWEEN THE LEGAL STRUCTURE OF A
MARYLAND CORPORATION AND A MASSACHUSETTS BUSINESS TRUST
Investment Trust and Florida Municipal Fund are organized as Massachusetts
business trusts and may be referred to herein collectively as the
"Massachusetts Trusts." This discussion provides a summary of the material
differences between the legal structure of an investment company organized as
a Maryland corporation and subject to the Maryland Code and an investment
company organized as a Massachusetts business trust under the Massachusetts
Statute. The different legal structures are considered by contrasting the
provisions of the Agreements and Declarations of Trust and bylaws of the
Massachusetts Trusts with the corporate charters and bylaws of the New Funds,
as well as the respective laws applicable to such entities.
The following is only a summary of the material differences between the
charters and bylaws of the New Funds and the Maryland Code, and the Agreements
and Declarations of Trust and bylaws of the Massachusetts Trusts and the
Massachusetts Statute. It is not a complete list of differences. Shareholders
should refer to the provisions of such charters and bylaws of the New Funds,
the Maryland Code, the Massachusetts Declarations and bylaws and the
Massachusetts Statute directly for a more thorough comparison.
GOVERNING DOCUMENTS. In order to form a Maryland corporation, one or more
individuals over the age of 18 must sign and acknowledge articles of
incorporation which contain statutorily required provisions and file them for
record with the State Department of Assessments and Taxation of Maryland. The
shareholders of a Maryland corporation are subject to the Maryland Code, the
charter of the corporation and its bylaws. The business and affairs of a
Maryland corporation are managed under the direction of its Board of
Directors.
In order to be considered a Massachusetts business trust, an entity must file
its trust document with the Secretary of the Commonwealth of Massachusetts and
with the clerk of every city or town in Massachusetts where the trust has a
usual place of business. The business and affairs of a Massachusetts business
trust are governed by its trust instrument, called an Agreement and
Declaration of Trust, as well as its bylaws. The Agreements and Declarations
of Trust of the Massachusetts Trusts are referred to herein individually as a
"Massachusetts Declaration" or collectively as the "Massachusetts
Declarations."
SHAREHOLDER VOTING RIGHTS AND MEETINGS. Shareholders of both a Maryland
corporation and a Massachusetts business trust are subject to the voting
requirements contained in the 1940 Act for electing and removing
trustees/directors, selecting auditors and approving investment advisory
agreements and plans of distribution.
The charter of the New Fund corresponding to Investment Trust, consistent with
the Maryland Code, provides that the holder of each share of stock of the New
Fund is entitled to one vote for each full share, and a fractional vote for
each fractional share of stock, irrespective of the series or class. The
charter of the New Fund goes on to state that, on any matter submitted to a
vote of shareholders, all shares of the corporation then issued and
outstanding and entitled to vote, irrespective of series or class, shall be
voted in the aggregate and not by series or class except when (1) otherwise
expressly required by the Maryland Code; (2) required by the 1940 Act, then
shares shall be voted by individual series or class; and (3) the matter does
not affect any interest of the particular series or class, then only
shareholders of the affected series or class shall be entitled to vote
thereon, unless otherwise expressly provided in the corporation's charter.
There is no provision in the Massachusetts Statute addressing voting by
beneficial owners. With respect to voting by series or class, the
Massachusetts Declaration of Investment Trust is similar to the Maryland
charter provisions for its corresponding New Fund Specifically, such
Massachusetts Declaration provides that
M-1
<PAGE>
each whole share shall be entitled to one vote as to any matter on which it is
entitled to vote and fractional shares shall be entitled to a proportionate
fractional vote. With respect to Investment Trust, except with respect to
matters as to which the trustees have determined that only the interests of
one or more particular series or classes are affected or as required by law,
all of the shares of each series or class shall, on matters as to which such
series or class is entitled to vote, vote with the other series or classes so
entitled as a single class. However, with respect to matters that would
otherwise be voted on by two or more series or classes as a single class, the
trustees may, in their sole discretion, submit such matters to the
shareholders of any or all such series or classes, separately. The Maryland
Code and the charter of the New Fund corresponding to Investment Trust do not
contain a comparable provision in this regard.
Pursuant to the charter of the New Fund corresponding to the Florida Municipal
Fund, as a general matter, the holders of the common shares and preferred
shares have equal voting rights with one vote per share and will vote together
as a single class. No fractional preferred shares may be issued or voted.
There are circumstances under which the holders of the common shares and
preferred shares vote separately which are the same under the Maryland charter
and the Massachusetts Declaration.
MATTERS REQUIRING SHAREHOLDER APPROVAL. Under the Maryland Code and the
charter of the New Fund corresponding to Investment Trust, shareholder
approval by a majority of all votes entitled to be cast on the matter is
required to approve: (1) amendments of the charter except as described below;
(2) a consolidation, merger, share exchange or transfer of assets, including a
sale of all or substantially all of the assets of the corporation; (3) a
distribution in partial liquidation; or (4) a voluntary dissolution.
Shareholders of the New Fund corresponding to the Florida Municipal Fund are
also entitled to vote on (1) amendments of the charter except as described
below; (2) election or removal of directors; (3) a consolidation, merger,
share exchange or transfer of assets, including a sale of all or substantially
all the assets of the corporation; (4) a voluntary dissolution; (5) a
conversion of the corporation from a closed-end investment company to an open-
end investment company; (6) any investment advisory or management contract;
(7) any matter to the same extent as the stockholders of a Maryland
corporation as to whether or not a court action, proceeding or claim should be
brought or maintained derivatively or as a class action on behalf of the
corporation or the stockholders; or (8) such additional matters as may be
required or authorized by law, the 1940 Act, the charter, the bylaws or any
registration with a securities regulatory authority, as the directors may
consider necessary or desirable. The vote required to approve such matters
under the Maryland charter is the same as that required under the
Massachusetts Declaration.
The Massachusetts Declarations provide the trustees with a great deal of
latitude as to which matters are to be submitted to a vote of shareholders.
Specifically, shareholders have the power to vote only: (i) for the election
of trustees; (ii) for certain amendments to the Massachusetts Declarations;
(iii) to the same extent as shareholders of a Massachusetts business
corporation as to whether or not a court action, proceeding or claim should be
brought or maintained derivatively or as a class action; (iv) on termination
of the Trust or any series; (v) on plans of distribution (for Investment
Trust); (vi) on any manager or sub-advisor to the extent provided by the 1940
Act; or (vii) on certain other matters as may be required by law, the bylaws,
any registration of the Trust with the Securities and Exchange Commission, or
as the trustees consider necessary or desirable. In addition, the holders of
the common shares and preferred shares of the Florida Municipal Fund have the
power to vote for the removal of trustees, but only for cause.
Unlike the Maryland Code, there is no specific provision under the
Massachusetts Statute with respect to amendments of the Massachusetts
Declarations. Under the Massachusetts Declarations, however, shareholders are
generally entitled to vote on such amendments. In the case of Investment
Trust, amendments to the Massachusetts Declaration require the approval of a
majority of the shareholders entitled to vote, except as described below.
In the case of the Florida Municipal Fund, as a general matter, amendments to
the Massachusetts Declaration may be adopted with the consent of shareholders
holding more than 50% of the shares entitled to vote. Amendments to the
provisions of the Massachusetts Declaration of the Florida Municipal Fund
relating to
M-2
<PAGE>
shareholder voting powers, meetings and certain fundamental changes, such as a
conversion from a closed-end investment company to an open-end investment
company, mergers, sale of assets and termination of the Florida Municipal
Fund, must be approved by the affirmative vote of the holders of at least 66
2/3% of the outstanding common shares and preferred shares voting as a single
class, unless (i) such action has previously been approved, adopted or
authorized by the affirmative vote of two-thirds of the total number of
trustees; or (ii) a vote by class is required by law. If the action has
previously been approved, adopted or authorized by the affirmative vote of
two-thirds of the total number of trustees, the action may be approved by the
affirmative vote of the holders of only a majority of the outstanding common
shares and preferred shares voting as a single class. Amendments to the
provisions of the Massachusetts Declaration relating to the powers of
trustees, the qualification, term and number of trustees, the power of
trustees to fill trustee vacancies, the resignation and removal of trustees,
requirements applicable to former trustees, the continuation of the Florida
Municipal Fund despite loss of one or all of the trustees, and the nature of
the ownership of assets of the Florida Municipal Fund by the trustees and
shareholders, must be approved by the affirmative vote of the holders of at
least 66 2/3% of the outstanding common shares and preferred shares voting as
a single class. If a class vote is required by law, a vote in favor of the
action of 66 2/3% of the holders of the class is required, or such lower
percentage as may be required by law. In addition, any series of a class that
is adversely affected in a manner different from other series of the same
class, together with any other series of the same class adversely affected in
the same manner, shall be treated as a separate class. Any amendment,
alteration or repeal of the Massachusetts Declaration, whether by merger or
otherwise, that affects any preference, right or power of the common shares or
preferred shares (or a series of such shares), any reorganization of the
Florida Municipal Fund that adversely affects the holders of the preferred
shares or action that changes the fundamental investment policies requires a
class or series vote, as applicable. The charter of the New Fund corresponding
to the Florida Municipal Fund has the same provisions as described for the
corresponding current Fund with certain exceptions. For the New Fund
corresponding to the Florida Municipal Fund, the provisions relating to
resignation or removal of the directors, which are in the charter, may be
amended by the affirmative vote of the holders of more than 50% of the shares
entitled to vote on the matter. In addition, the provisions relating to
shareholder meetings, the qualification, term and number of directors and the
powers of directors, including the power of directors to fill director
vacancies, which are in the bylaws, may be amended either by the affirmative
vote of the holders of a majority of the shares outstanding entitled to vote
on the matter or by a majority of the board of directors. Finally, the charter
and bylaws of the New Fund has no provisions relating to the requirements
applicable to removed directors, the continuation of the corporation despite
loss of one or all the directors, and the nature of the ownership of assets of
the corporation by the directors or stockholders because such provisions are
not relevant or necessary under the Maryland Code.
The Massachusetts Declaration of Investment Trust may be amended by trustee
action only in order to modify provisions relating to the shares of beneficial
interest for the purpose of (1) responding to or complying with any applicable
laws, provided that the amendment is consistent with the fair and equitable
treatment of all shareholders, or (2) designating and establishing series or
classes. The trustees of the Florida Municipal Fund may amend the
Massachusetts Declaration without the vote or consent of shareholders at any
time if the trustees deem it necessary to conform the Massachusetts
Declaration to applicable laws. The charter of the New Fund corresponding to
the Florida Municipal Fund does not include this provision for amendments of
the charter. Under the Maryland Code, the board of directors of the New Fund
corresponding to Investment Trust (an open-end investment company) may amend
the charter of the New Fund to change the name of the New Fund or the name or
other designation of any classes or series without approval of the
shareholders. Under the Maryland Code, the board of directors of the New Fund
corresponding to the Florida Municipal Fund (a closed-end investment company)
may not amend the charter of the New Fund to change the name of the New Fund
or the name or other designation of any classes or series without the approval
of the shareholders entitled to vote on the matter. The Massachusetts
Declarations do not require shareholder approval to change the names of the
Massachusetts Trusts or the name or other designation of any classes or
series.
REMOVAL OF DIRECTORS/TRUSTEES. Unless the charter provides otherwise, the
Maryland Code requires the affirmative vote of a majority of all votes
entitled to be cast for the election of directors, or to remove a director
with or without cause. With respect to a corporation where the shareholders of
a class or series are entitled
M-3
<PAGE>
separately to elect one or more directors, such as the New Fund corresponding
to the Florida Municipal Fund, a director elected by a class or series may not
be removed without cause except by the affirmative vote of a majority of all
the votes of that series or class, unless the charter provides for a different
vote. The provisions contained in the charter of the New Fund corresponding to
the Florida Municipal Fund with respect to removal of a director are the same
as the provisions contained in the Massachusetts Declaration, as described
below, except that directors of a Maryland corporation may not remove other
directors. The Massachusetts Declaration of the Florida Municipal Fund and the
charter of the New Fund corresponding to the Florida Municipal Fund provide
that the holders of the preferred shares, voting as a separate class, are
entitled to elect two of the trustees or directors, as applicable, and, if
dividends for two years are not paid to the holders of the preferred shares,
such holders are entitled to elect a majority of the Board of Trustees or
Directors, as applicable.
The Massachusetts Statute is silent with respect to the removal of trustees
from office. The Massachusetts Declaration of Investment Trust reserves the
power to remove trustees to the trustees themselves. The Massachusetts
Declaration of Florida Municipal Fund provides that the trustees may remove a
trustee. In addition, under the Massachusetts Declaration of Florida Municipal
Fund, shareholders are also entitled to vote for the removal of trustees. A
trustee may be removed only for cause (willful misconduct, dishonesty, fraud
or a felony conviction) and only by action of 66 2/3% of the outstanding
shares of the class or classes that elected such trustee or by action of 66
2/3% of the remaining trustees.
QUORUM REQUIREMENTS. The Maryland Code and the bylaws of the New Fund
corresponding to Investment Trust provide that the presence in person or by
proxy of the holders of record of a majority of the outstanding shares of
stock entitled to vote shall constitute a quorum, except as provided otherwise
by the charter or the 1940 Act. When a quorum is present, a majority of the
shares entitled to vote held by shareholders present in person or by proxy
shall decide any matter unless a different vote is required under the Maryland
Code, the 1940 Act or the charter. The bylaws of such New Fund also provide
that a plurality of all votes cast at a meeting where a quorum is present
shall be sufficient for the election of a director.
With respect to the New Fund corresponding to the Florida Municipal Fund, the
bylaws provide that the holders of a majority of the outstanding shares of
stock entitled to vote at the meeting, present in person or by proxy,
constitute a quorum, except that if the holders of the preferred shares are
entitled to elect any directors by class vote, as described above in "Removal
of Directors/Trustees," the holders of 33 1/3% of such shares entitled to vote
at the meeting constitute a quorum for such election. Shareholders may take
action by the affirmative vote of a majority of the votes cast on any matter,
except (i) in the case of the election of directors which requires only a
plurality of all the votes cast at a meeting at which a quorum is present; and
(ii) as otherwise provided in the 1940 Act, the charter, the terms of any
series of preferred shares or the bylaws.
The Massachusetts Statute does not contain a provision which defines a quorum
for taking action. However, unless a larger number is required by the 1940
Act, the Massachusetts Declaration of Investment Trust provides that 10% of
the shares entitled to vote, whether in person or by proxy, shall constitute a
quorum at a shareholders' meeting. Pursuant to the bylaws of Investment Trust,
when a quorum is present at any meeting, a majority of the shares voted shall
decide any questions and a plurality shall elect a trustee, unless a larger
vote is required under the 1940 Act.
Under the Massachusetts Declaration of Florida Municipal Fund, the quorum and
voting requirements are the same as those described above for its
corresponding New Fund.
SHAREHOLDERS' MEETINGS. Under the Maryland Code, annual shareholders' meetings
of a registered investment company are not required if the charter or bylaws
of the company so provide; however, an annual meeting is required to be held
when the 1940 Act requires the election of directors to be acted upon by
shareholders. The bylaws of the New Fund corresponding to Investment Trust are
consistent with the Maryland Code. There is no provision in the Massachusetts
Statute relating to annual shareholders' meetings, and neither the
Massachusetts Declarations nor the bylaws of Investment Trust require an
annual shareholders' meeting. The bylaws of the New Fund corresponding to the
Florida Municipal Fund require an annual shareholders' meeting to be held. The
M-4
<PAGE>
common shares of the Florida Municipal Fund are traded on the American Stock
Exchange ("AMEX") and, under the AMEX rules and the Fund's bylaws, the Florida
Municipal Fund is required to hold an annual shareholders' meeting.
With respect to special meetings of shareholders, the bylaws of the New Funds,
pursuant to the Maryland Code, provide that special meetings may be called by
the chairman, president or a majority of the members of the board of directors
and shall be called by the secretary upon the written request of the holders
of at least 10% of all shares issued and outstanding and entitled to vote at
the meeting. There is no comparable provision in the Massachusetts Statute
relating to special meetings of shareholders. However, the Massachusetts
Declaration of Investment Trust permits the trustees to call a meeting of the
shareholders from time to time for taking any action upon any matter deemed by
the trustees to be necessary or desirable. The special meeting requirement for
the Florida Municipal Fund is the same as that described above for its
corresponding New Fund, except that special meetings may be called by two or
more trustees instead of requiring action by a majority of the directors of
the corresponding New Fund.
ACTION WITHOUT A SHAREHOLDERS' MEETING. Under the Maryland Code, any action
required to be approved at a meeting of the shareholders may also be approved
by the unanimous written consent of the shareholders entitled to vote at such
meeting.
There is no specific provision in the Massachusetts Statute relating to
shareholder action absent a meeting. The Massachusetts Declarations, however,
contain a provision relating to written consent for shareholder actions. Under
the Massachusetts Declaration of Investment Trust, any action by shareholders
that may be taken at a meeting also may be taken by written action if a
majority of the shareholders entitled to vote on the matter and/or holding a
majority of the shares of a series or class entitled to vote separately on the
matter consent in writing and the consents are filed with the records of the
shareholders' meetings. Under the Massachusetts Declaration of Florida
Municipal Fund, any action required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting by written action signed by
all of the shareholders entitled to vote on that action. Accordingly, the
requirement of the Florida Municipal Fund for actions taken without a meeting
are the same as that described above for its corresponding New Fund.
RECORD DATE. The Maryland Code requires that the record date for determining
which shareholders are entitled to notice of a meeting, to vote at a meeting,
or to certain other rights, such as the record date for the payment of
dividends, may be not more than 90 days and not less than 10 days before the
date on which the meeting or other action requiring determination will be
taken. The bylaws allow the New Funds to set a date not more than 90 days, and
not less than 10 days in the case of the New Fund corresponding to the Florida
Municipal Fund, before a meeting for determining which shareholders are
entitled to notice of a meeting, to vote at the meeting or to certain other
rights.
There is no comparable provision in the Massachusetts Statute regarding record
dates for shareholders entitled to notice of a meeting or to vote at a
meeting. The Massachusetts Declaration for Investment Trust and the bylaws for
the Florida Municipal Fund permit the trustees from time to time to set the
record date for making shareholder determinations, which shall not be more
than 90 days for Investment Trust and not more than 90 days for the Florida
Municipal Fund from the date of the meeting or other action requiring
determination.
NOTICE OF MEETINGS. The Maryland Code requires that notice of each
shareholders' meeting be given to each shareholder entitled to vote at the
meeting and such notice must be given no more than 90 days and not less than
10 days before a meeting. The bylaws of the New Fund are consistent with this
provision.
There is no shareholder meeting notice provision in the Massachusetts Statute.
Under the Massachusetts Declaration for Investment Trust, notice of a
shareholders' meeting must be given to shareholders at least 7 days before a
meeting. Under the Massachusetts Declaration and bylaws for Florida Municipal
Fund, notice of a shareholders' meeting must be given to each shareholder
entitled to vote no less than 10 days and no more than 60 days prior to the
meeting.
M-5
<PAGE>
SHAREHOLDER RIGHTS TO INSPECTION. The Maryland Code provides that during usual
business hours a shareholder may inspect and copy the following corporate
documents: bylaws; minutes of shareholders' meetings; annual statements of
affairs; and voting trust agreements. Moreover, one or more persons who
together are, and for at least six months have been, shareholders of record of
at least five percent of the outstanding stock of any class are entitled to
inspect and copy the corporation's books of account and stock ledger and to
review a statement of affairs and a list of shareholders.
There is no provision in the Massachusetts Statute relating to the inspection
of trust records by the beneficial owners. The Massachusetts Declarations and
bylaws of the Massachusetts Trusts do not contain provisions relating to the
beneficial owners' right of inspection.
DIVIDENDS AND OTHER DISTRIBUTIONS. The Maryland Code allows the payment of a
dividend or other distribution unless, after giving effect to the dividend or
other distribution, (1) the corporation would not be able to pay its debts as
they become due in the usual course of business or (2) the corporation's total
assets would be less than the corporation's total liabilities plus (unless the
corporation's charter provides otherwise, which the charter of the New Fund
corresponding to the Florida Municipal Fund does) the amount that would be
needed, if the corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights upon dissolution are superior to those
receiving the distribution.
The Massachusetts Statute does not contain any statutory limitations on the
payment of dividends and other distributions.
SHAREHOLDER/BENEFICIAL OWNER LIABILITY. As a general matter, the shareholders
of a Maryland corporation are not liable for the obligations of the
corporation. Under the Maryland Code, a shareholder of a Maryland corporation
may, however, be liable in an amount of any distribution he or she accepts
knowing that the distribution was made in violation of the corporation's
charter or the Maryland Code.
The Massachusetts Statute does not include an express provision relating to
the limitation of liability of the beneficial owners of a business trust. The
beneficial owners of a Massachusetts business trust potentially could be held
personally liable for obligations of the trust. The Massachusetts Declaration
of Investment Trust provides, however, that neither the Investment Trust nor
the trustees shall have the power to bind personally any shareholder who does
not personally agree to such an obligation. With respect to Florida Municipal
Fund, the Massachusetts Declaration provides that no personal liability shall
attach to any shareholder or former shareholder of the Florida Municipal Fund
and neither the trustees nor any officer, employee or agent of the Florida
Municipal Fund shall have any power to bind any shareholder personally or to
call upon any shareholder for the payment of any money or assessment other
than by the shareholder's agreement.
The Massachusetts Declarations also provide that no shareholder shall be
personally liable for any claims of third parties against the Massachusetts
Trusts or any series. Therefore, the terms of the Massachusetts Declarations
prohibit third parties from holding a shareholder personally liable for any
claim.
DIRECTOR/TRUSTEE LIABILITY. The standard of conduct for directors of a
Maryland corporation is governed by the Maryland Code. A director of a
Maryland corporation is required to perform his or her duties in good faith,
in a manner that he or she reasonably believes to be in the best interests of
the corporation, and with the care that an ordinarily prudent person in a like
position would use under similar circumstances. To the extent that a director
performs his or her duties as required, he or she will be protected from
liability by reason of having been a director. Under the Maryland Code, if it
is established that a director did not perform his or her duties as required
by the Maryland Code, the director who votes or assents to a distribution made
in violation of the Maryland Code or the charter may be personally liable to
the corporation for the amount of the distribution that exceeds what could
have been made pursuant to the Maryland Code or the charter.
The Massachusetts Statute does not include an express provision limiting the
liability of the trustees of a Massachusetts business trust. The trustees of a
Massachusetts business trust potentially could be held liable for obligations
of the trust. However, the Massachusetts Declarations do provide that the
trustees shall not be
M-6
<PAGE>
responsible for any neglect or wrongdoing of any officer, agent or employee,
manager, or principal underwriter of the Trust, nor for the act or omission of
another trustee. The Massachusetts Declaration of Florida Municipal Fund
specifically states that no personal liability for any debt or obligation of
the Trust shall attach to any trustee. Furthermore, the Massachusetts
Declarations provide that neither the trustees nor any of the trust's
officers, employees or agents, shall be personally liable for any claims by
third parties against the Massachusetts Trusts or any series of shares. A
trustee also will not be held liable for any note, bond, contract, instrument,
certificate or undertaking made or issued on behalf of the Trust.
Consistent with the provisions of the 1940 Act, nothing in the charters of the
New Funds or the Massachusetts Declarations protect the directors or trustees
against any liability to which the director or trustee would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their office.
INDEMNIFICATION. There is no provision in the Maryland Code relating to
indemnification of shareholders. The charters and bylaws of the New Funds do
not contain provisions relating to indemnification of shareholders. Generally,
shareholders of a Maryland corporation are not liable for the obligations of
the corporation.
The Maryland Code permits indemnification of directors and officers. Under the
Maryland Code, this right may be limited by the charter or bylaws. The
charters of the New Funds require indemnification of officers and directors to
the fullest extent permitted by Maryland law and the 1940 Act.
Under the Maryland Code, indemnification is not permitted if it is established
that: (i) the act or omission of the director was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty; or (ii) the director received an improper
personal benefit in money, property, or services; or (iii) in the case of a
criminal proceeding, the director had reasonable cause to believe that the act
or omission was unlawful. Under the Maryland Code, unless the charter provides
otherwise, indemnification against reasonable expenses incurred by a director
is required for a director who is successful, on the merits or otherwise, in
the defense of a proceeding to which he is made a party by reason of his
service in such capacity.
The charter of each of the New Funds provides that the New Funds shall not
indemnify any officer or director for any liability arising from the willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of such person's office.
The Massachusetts Statute does not contain a specific provision addressing the
indemnification of shareholders. The Massachusetts Declarations do, however,
provide that if a shareholder is held personally liable solely by reason of
being a shareholder, the shareholder shall be held harmless from and
indemnified against all losses and expenses arising from such liability. The
shareholders are to be indemnified out of the assets of the trust, except that
with respect to Investment Trust, the shareholder is to be indemnified out of
the assets of the particular series of shares of which the shareholder is or
was a shareholder.
The Massachusetts Statute does not contain a specific provision addressing the
indemnification of trustees and officers. The Massachusetts Declarations do,
however, contain provisions relating to the indemnification of trustees and
officers. Under the Massachusetts Declaration for Investment Trust, the Trust
shall indemnify trustees or officers against all liabilities and expenses,
including satisfaction of judgments, in compromise or as fines, and penalties,
and counsel fees incurred in connection with the defense or disposition of an
action. Under the Massachusetts Declaration for Florida Municipal Fund,
indemnification of trustees and officers is provided to the fullest extent
permitted by law against liability and against all expenses reasonably
incurred or paid by such trustee in connection with any claim, action, suit or
proceeding. Consistent with the provisions of the 1940 Act, indemnification
for willful misfeasance, bad faith, gross negligence or reckless disregard of
the trustees' duties is specifically excluded under both Massachusetts
Declarations.
M-7
<PAGE>
EXHIBIT N
FORM OF PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution ("Plan") of U.S. Government
Money Fund (the "Fund"), a series of Delaware Group Limited-Term Government
Funds, Inc., a corporation organized and existing under the laws of the State
of Maryland and an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"), is intended to
accomplish the complete liquidation and dissolution of the Fund in conformity
with the laws of the State of Maryland.
WHEREAS, on September 17, 1998, the Fund's Board of Directors unanimously
determined that it is in the best interest of the Fund and its shareholders to
liquidate and dissolve the Fund and has considered and adopted this Plan as
the method of liquidating and dissolving the Fund and has directed that this
Plan be submitted to shareholders of the Fund for approval;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be carried
out in the manner hereinafter set forth:
Effective Date of Plan. The Plan shall be and become effective only upon the
approval, by the affirmative vote of a majority of all votes entitled to be
cast. The day of such approval by shareholders is hereinafter called the
"Effective Date."
1. Dissolution. As promptly as practicable, the Fund shall be dissolved in
accordance with the laws of the State of Maryland.
2. Cessation of Business. After the Effective Date of the Plan, the Fund shall
cease its business and shall not engage in any business activities except for
the purposes of winding up its business and affairs, preserving the value of
its assets and distributing its remaining assets of each class ratably among
the shareholders of the outstanding shares of that class, in accordance with
the provisions of the Plan, after discharging or making reasonable provision
for the Fund's liabilities.
3. Restriction of Transfer and Redemption of Shares. The proportionate
interests of shareholders in the assets of the Fund shall be fixed on the
basis of their respective holdings at the close of business on the Effective
Date of the Plan. On the Effective Date, the books of the Fund shall be
closed. Thereafter, unless the books are reopened because the Plan cannot be
carried into effect or because the Plan is abandoned by the Board of
Directors, the shareholders' respective interests in the Fund's assets shall
not be transferable by the request for redemption, the negotiation of share
certificates or otherwise.
4. Liquidation of Assets and Payment of Debts. As soon as is reasonable and
practicable after the Effective Date, all portfolio securities of the Fund
shall be converted to cash or cash equivalents. As soon as practicable after
the Effective Date, the Fund shall pay, or make reasonable provision to pay,
in full all claims and obligations, including all contingent, conditional or
unmatured claims and obligations, known to the Fund and all claims and
obligations which are known to the Fund but for which the identity of the
claimant is unknown.
5. Liquidating Distribution. As soon as possible after the Effective Date, and
in any event within 60 days thereafter, the Fund shall mail to each
shareholder of record on the Effective Date: (1) a liquidating distribution
equal to the shareholder's proportionate interest in the net assets of the
Fund; and (2) information concerning the sources of the liquidating
distribution. Upon the mailing of the liquidating distribution, all
outstanding certificated shares of the Fund will be deemed canceled.
Shareholders in possession of certificated shares of the Fund will not be
required to surrender their certificates to complete the liquidating
distribution. Any accrued income or gains will also be distributed as part of
the liquidating distribution. The Fund will give shareholders a statement
indicating the amount of income or gains included in the distribution and
reportable for tax purposes as part of the liquidating distribution. Such
income or gains will be reportable for tax purposes in addition to any gain or
loss recognized by the shareholder in the redemption of the shareholder's
shares and in addition to any distributions previously made.
N-1
<PAGE>
6. Management and Expenses of the Fund Subsequent to the Liquidating
Distribution. The Fund shall pay the expenses incurred in carrying out this
Plan including, but not limited to, printing, legal, accounting, custodian and
transfer agency fees, and the expenses of reports to or meeting of
shareholders.
7. Filing of Articles Supplementary. Upon completion of the Liquidating
Distribution, the Board of Directors shall cause articles supplementary to be
filed in accordance with Section 2-208 of the General Corporation Law of
Maryland.
8. Power of Board of Directors. The Board, and subject to authorization by the
Directors, the officers, shall have authority to do or authorize any acts and
things as provided for in the Plan and as they may consider necessary or
desirable to carry out the purposes of the Plan, including the execution and
filing of certificates, tax returns and other papers. The death, resignation
or disability of any director or any officer of the Fund shall not impair the
authority of the surviving or remaining directors or officers to exercise any
of the powers provided for in the Plan. The Board of Directors shall have the
authority to authorize variations from or amendments of the provisions of the
Plan as may be necessary or appropriate to effect the liquidation and
dissolution of the Fund, and the distribution of its net assets to
shareholders in accordance with the laws of the State of Maryland, or to
abandon the Plan.
Date: , 1998
N-2
<PAGE>
Two New Ways To Vote Your
Proxy
It's Fast And Convenient.
The accompanying Proxy Statement outlines important issues affecting your
Delaware Investments fund. Your vote on these issues is important so we
want to make voting as fast, easy and convenient as possible. You can now
vote through the Internet or by telephone. Each method is generally
available 24 hours a day and will ensure that your vote is confirmed and
posted immediately.
DO NOT MAIL THE PROXY CARD IF YOU VOTE BY INTERNET OR TELEPHONE.
To Vote By Internet:
. Read the Proxy Statement and have your Proxy Card at hand.
. Go to website www.proxyvote.com
. Enter the 12-digit Control Number found on your Proxy Card.
. Follow the simple instructions.
To Vote By Telephone:
. Read the Proxy Statement and have your Proxy Card at hand.
. See your Proxy Card for your toll-free telephone voting number.
. Enter the 12-digit Control Number found on your Proxy Card.
. Follow the simple recorded instructions.
Your proxy vote is important!
If you have any questions, call 1.800.858.0073.
Delaware Distributors, L.P.
PX-INSB 10/98
<PAGE>
Three New Ways To Vote Your
Proxy
It's Fast And Convenient.
The accompanying Proxy Statement outlines important issues affecting your
Delaware Investments fund. Your vote on these issues is important so we
want to make voting as fast, easy and convenient as possible. You can now
vote through the Internet, by telephone or by fax. Each method is generally
available 24 hours a day and will ensure that your vote is confirmed and
posted immediately.
DO NOT MAIL THE PROXY CARD IF YOU VOTE BY INTERNET, TELEPHONE OR FAX.
To Vote By Internet:
. Read the Proxy Statement and have your Proxy Card at hand.
. Go to website www.proxyvote.com or to the "Proxy Voting" link on
www.delawarefunds.com
. Enter the 12-digit Control Number found on your Proxy Card.
. Follow the simple instructions.
To Vote By Telephone:
. Read the Proxy Statement and have your Proxy Card at hand.
. Call toll-free 1-800-690-6903.
. Enter the 12-digit Control Number found on your Proxy Card.
. Follow the simple recorded instructions.
To Vote By Fax:
. Read the Proxy Statement.
. Complete and sign your Proxy Card.
. Fax your Proxy Card to 1.800.733.1885.
Your proxy vote is important!
If you have any questions, call 1.800.858.0073.
Delaware Distributors, L.P.
PX-INSR 10/98
<PAGE>
FUND NAME HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DELAWARE INVESTMENTS DIRECTORS/TRUSTEES. The undersigned hereby appoints
1818 MARKET STREET Wayne A. Stork, Jeffrey J. Nick and David K. Downes,
PHILADELPHIA, PA 19103 or any of them, with the right of substitution,
proxies of the undersigned at The Joint Annual
Meetings Of Shareholders of the above fund to be held
at The Union League, 140 South Broad Street,
Philadelphia, Pennsylvania, on December 4, 1998 at
10:00 A.M., or at any postponement or adjournments
thereof, with all the powers which the undersigned
would possess, if personally present, and instructs
them to vote upon any matters which may properly be
acted upon at this meeting and specifically as
indicated on the lower portion of this form. Please
refer to the proxy statement for a discussion of each
of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT
MARKED, TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL
THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DELUSG
- --------------------------------------------------------------------------------
FUND NAME HERE
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<TABLE>
<CAPTION>
Vote On Proposals For Against Abstain
<S> <C> <C> <C>
8. To approve a plan of liquidation and dissolution for [_] [_] [_]
the U.S. Government Money Fund series of Delaware
Group Limited-Term Government Funds, Inc.
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE
VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH
JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS
SUCH.
- ------------------------------------------------ -----------------------------------
- ------------------------------------------------ -----------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
FUND NAME HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DELAWARE INVESTMENTS DIRECTORS/TRUSTEES. The undersigned hereby appoints
1818 MARKET STREET Wayne A. Stork, Jeffrey J. Nick and David K. Downes,
PHILADELPHIA, PA 19103 or any of them, with the right of substitution,
proxies of the undersigned at The Joint Annual
Meetings Of Shareholders of the above fund to be held
at The Union League, 140 South Broad Street,
Philadelphia, Pennsylvania, on December 4, 1998 at
10:00 A.M., or at any postponement or adjournments
thereof, with all the powers which the undersigned
would possess, if personally present, and instructs
them to vote upon any matters which may properly be
acted upon at this meeting and specifically as
indicated on the lower portion of this form. Please
refer to the proxy statement for a discussion of each
of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT
MARKED, TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL
THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DELTFA
- ----------------------------------------------------------------------------------------------------------------------------------
FUND NAME HERE
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<S> <C> <C> <C> <C> <C>
Vote On Directors For Withhold For All To Withhold authority to vote, mark "For All
1. To elect the following nominees as Directors or All All Except Except" and write the nominee's number on the
Trustees of the Company line below.
01) WAYNE A. STORK 05) ANN R. LEVEN
02) JEFFREY J. NICK 06) W. THATCHER LONGSTRETH
03) WALTER P. BABICH 07) THOMAS F. MADISON [_] [_] [_]
04) ANTHONY D. KNERR 08) CHARLES E. PECK -----------------------------------------------
Vote On Proposals For Against Abstain
2. To approve the reclassification of the Fund's [_] [_] [_]
investment objective from fundamental to non-
fundamental.
3. To approve a change in the Fund's fundament- [_] [_] [_]
al policy concerning diversification of
investments.
4. To approve standardized fundamental invest- [_] [_] [_]
ment restrictions for the Fund (proposal
involves separate votes on sub-proposals
4A-4G)
4A. To adopt a new fundamental investment [_] [_] [_]
restriction concerning concentration
of the Fund's investments in the same
industry
4B. To adopt a new fundamental investment [_] [_] [_]
restriction concerning borrowing money
and issuing senior securities
4C. To adopt a new fundamental investment [_] [_] [_]
restriction concerning underwriting
4D. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
real estate
4E. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
commodities
4F. To adopt a new fundamental investment [_] [_] [_]
restriction concerning lending by the
Fund
4G. To reclassify all current fundamental [_] [_] [_]
investment restrictions as non-
fundamental
5A. To approve a new investment management [_] [_] [_]
agreement with Delaware Management Company
for the Fund
6. To ratify the selection of Ernst & Young LLP, [_] [_] [_]
as independent auditors for the Company
7. To approve the reorganization of the Company [_] [_] [_]
from a Massachusetts Business Trust into a
Maryland Corporation
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE, WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
---------------------------------------------------------- ----------------------------------------------------------
---------------------------------------------------------- ----------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FUND NAME HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DELAWARE INVESTMENTS DIRECTORS/TRUSTEES. The undersigned hereby appoints
1818 MARKET STREET Wayne A. Stork, Jeffrey J. Nick and David K. Downes,
PHILADELPHIA, PA 19103 or any of them, with the right of substitution,
proxies of the undersigned at The Joint Annual
Meetings Of Shareholders of the above fund to be held
at The Union League, 140 South Broad Street,
Philadelphia, Pennsylvania, on December 4, 1998 at
10:00 A.M., or at any postponement or adjournments
thereof, with all the powers which the undersigned
would possess, if personally present, and instructs
them to vote upon any matters which may properly be
acted upon at this meeting and specifically as
indicated on the lower portion of this form. Please
refer to the proxy statement for a discussion of each
of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT
MARKED, TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL
THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DETFAB
- ----------------------------------------------------------------------------------------------------------------------------------
FUND NAME HERE
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<S> <C> <C> <C> <C> <C>
Vote On Directors For Withhold For All To withhold authority to vote, mark "For All
1. To elect the following nominees as Directors or All All Except Except" and write the nominee's number on the
Trustees of the Company line below.
01) WAYNE A. STORK 05) ANN R. LEVEN
02) JEFFREY J. NICK *06) W. THACHER LONGSTRETH
03) WALTER P. BABICH *07) THOMAS F. MADISON [_] [_] [_]
04) ANTHONY D. KNERR 08) CHARLES E. PECK -----------------------------------------------
* The holders of common shares may not vote for these nominees
Vote On Proposals For Against Abstain
2. To approve the reclassification of the Fund's [_] [_] [_]
investment objective from fundamental to non-
fundamental
3. To approve a change in the Fund's fundament- [_] [_] [_]
al policy concerning diversification of
investments
4. To approve standardized fundamental invest- [_] [_] [_]
ment restrictions for the Fund (proposal
involves separate votes on sub-proposals
4A-4G)
4A. To adopt a new fundamental investment [_] [_] [_]
restriction concerning concentration
of the Fund's investments in the same
industry
4B. To adopt a new fundamental investment [_] [_] [_]
restriction concerning borrowing money
and issuing senior securities
4C. To adopt a new fundamental investment [_] [_] [_]
restriction concerning underwriting
4D. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
real estate
4E. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
commodities
4F. To adopt a new fundamental investment [_] [_] [_]
restriction concerning lending by the
Fund
4G. To reclassify all current fundamental [_] [_] [_]
investment restrictions as non-
fundamental
5A. To approve a new investment management [_] [_] [_]
agreement with Delaware Management Company
for the Fund
6. To ratify the selection of Ernst & Young LLP, [_] [_] [_]
as independent auditors for the Company
7. To approve the reorganization of the Company [_] [_] [_]
from a Massachusetts Business Trust into a
Maryland Corporation
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE, WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
---------------------------------------------------------- ----------------------------------------------------------
---------------------------------------------------------- ----------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FUND NAME HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DELAWARE INVESTMENTS DIRECTORS/TRUSTEES. The undersigned hereby appoints
1818 MARKET STREET Wayne A. Stork, Jeffrey J. Nick and David K. Downes,
PHILADELPHIA, PA 19103 or any of them, with the right of substitution,
proxies of the undersigned at The Joint Annual
Meetings Of Shareholders of the above fund to be held
at The Union League, 140 South Broad Street,
Philadelphia, Pennsylvania, on December 4, 1998 at
10:00 A.M., or at any postponement or adjournments
thereof, with all the powers which the undersigned
would possess, if personally present, and instructs
them to vote upon any matters which may properly be
acted upon at this meeting and specifically as
indicated on the lower portion of this form. Please
refer to the proxy statement for a discussion of each
of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT
MARKED, TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL
THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DELTFB
- ----------------------------------------------------------------------------------------------------------------------------------
FUND NAME HERE
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<S> <C> <C> <C> <C> <C>
Vote On Directors For Withhold For All To withhold authority to vote, mark "For All
1. To elect the following nominees as Directors or All All Except Except" and write the nominee's number on the
Trustees of the Company line below.
01) WAYNE A. STORK 05) ANN R. LEVEN
02) JEFFREY J. NICK 06) W. THACHER LONGSTRETH
03) WALTER P. BABICH 07) THOMAS F. MADISON [_] [_] [_]
04) ANTHONY D. KNERR 08) CHARLES E. PECK -----------------------------------------------
Vote On Proposals For Against Abstain
2. To approve the reclassification of the Fund's [_] [_] [_]
investment objective from fundamental to non-
fundamental
4. To approve standardized fundamental invest- [_] [_] [_]
ment restrictions for the Fund (proposal
involves separate votes on sub-proposals
4A-4G)
4A. To adopt a new fundamental investment [_] [_] [_]
restriction concerning concentration
of the Fund's investments in the same
industry
4B. To adopt a new fundamental investment [_] [_] [_]
restriction concerning borrowing money
and issuing senior securities
4C. To adopt a new fundamental investment [_] [_] [_]
restriction concerning underwriting
4D. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
real estate
4E. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
commodities
4F. To adopt a new fundamental investment [_] [_] [_]
restriction concerning lending by the
Fund
4G. To reclassify all current fundamental [_] [_] [_]
investment restrictions as non-
fundamental
5A. To approve a new investment management [_] [_] [_]
agreement with Delaware Management Company
for the Fund
6. To ratify the selection of Ernst & Young LLP, [_] [_] [_]
as independent auditors for the Company
7. To approve the reorganization of the Company [_] [_] [_]
from a Massachusetts Business Trust into a
Maryland Corporation
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE, WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
---------------------------------------------------------- ----------------------------------------------------------
---------------------------------------------------------- ----------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FUND NAME HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DELAWARE INVESTMENTS DIRECTORS/TRUSTEES. The undersigned hereby appoints
1818 MARKET STREET Wayne A. Stork, Jeffrey J. Nick and David K. Downes,
PHILADELPHIA, PA 19103 or any of them, with the right of substitution,
proxies of the undersigned at The Joint Annual
Meetings Of Shareholders of the above fund to be held
at The Union League, 140 South Broad Street,
Philadelphia, Pennsylvania, on December 4, 1998 at
10:00 A.M., or at any postponement or adjournments
thereof, with all the powers which the undersigned
would possess, if personally present, and instructs
them to vote upon any matters which may properly be
acted upon at this meeting and specifically as
indicated on the lower portion of this form. Please
refer to the proxy statement for a discussion of each
of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT
MARKED. TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL
THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DELDIV
- ----------------------------------------------------------------------------------------------------------------------------------
FUND NAME HERE
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<S> <C> <C> <C> <C> <C>
Vote On Directors For Withhold For All To withhold authority to vote, mark "For All
1. To elect the following nominees as Directors All All Except Except" and write the nominee's number on the
of the Company line below.
01) WAYNE A. STORK 06) ANN R. LEVEN
02) JEFFREY J. NICK 07) W. THACHER LONGSTRETH
03) WALTER P. BABICH 08) THOMAS F. MADISON [_] [_] [_]
04) JOHN H. DURHAM 09) CHARLES E. PECK -----------------------------------------------
05) ANTHONY D. KNERR
Vote On Proposals For Against Abstain
2. To approve the reclassification of the Fund's [_] [_] [_]
investment objective from fundamental to non-
fundamental
4. To approve standardized fundamental invest- [_] [_] [_]
ment restrictions for the Fund (proposal
involves separate votes on sub-proposals
4A-4G)
4A. To adopt a new fundamental investment [_] [_] [_]
restriction concerning concentration
of the Fund's investments in the same
industry
4B. To adopt a new fundamental investment [_] [_] [_]
restriction concerning borrowing money
and issuing senior securities
4C. To adopt a new fundamental investment [_] [_] [_]
restriction concerning underwriting
4D. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
real estate
4E. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
commodities
4F. To adopt a new fundamental investment [_] [_] [_]
restriction concerning lending by the
Fund
4G. To reclassify all current fundamental [_] [_] [_]
investment restrictions as non-
fundamental
5A. To approve a new investment management [_] [_] [_]
agreement with Delaware Management Company
for the Fund
6. To ratify the selection of Ernst & Young LLP, [_] [_] [_]
as independent auditors for the Company
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
---------------------------------------------------------- ----------------------------------------------------------
---------------------------------------------------------- ----------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FUND NAME HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DELAWARE INVESTMENTS DIRECTORS/TRUSTEES. The undersigned hereby appoints
1818 MARKET STREET Wayne A. Stork, Jeffrey J. Nick and David K. Downes,
PHILADELPHIA, PA 19103 or any of them, with the right of substitution,
proxies of the undersigned at The Joint Annual
Meetings Of Shareholders of the above fund to be held
at The Union League, 140 South Broad Street,
Philadelphia, Pennsylvania, on December 4, 1998 at
10:00 A.M., or at any postponement or adjournments
thereof, with all the powers which the undersigned
would possess, if personally present, and instructs
them to vote upon any matters which may properly be
acted upon at this meeting and specifically as
indicated on the lower portion of this form. Please
refer to the proxy statement for a discussion of each
of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT
MARKED, TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL
THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DELGLO
- ----------------------------------------------------------------------------------------------------------------------------------
FUND NAME HERE
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<S> <C> <C> <C> <C> <C>
Vote On Directors For Withhold For All To withhold authority to vote, mark "For All
1. To elect the following nominees as Directors All All Except Except" and write the nominee's number on the
of the Company line below.
01) WAYNE A. STORK 06) ANN R. LEVEN
02) JEFFREY J. NICK 07) W. THACHER LONGSTRETH
03) WALTER P. BABICH 08) THOMAS F. MADISON [_] [_] [_]
04) JOHN H. DURHAM 09) CHARLES E. PECK -----------------------------------------------
05) ANTHONY D. KNERR
Vote On Proposals For Against Abstain
2. To approve the reclassification of the Fund's [_] [_] [_]
investment objective from fundamental to non-
fundamental
4. To approve standardized fundamental invest- [_] [_] [_]
ment restrictions for the Fund (proposal
involves separate votes on sub-proposals
4A-4G)
4A. To adopt a new fundamental investment [_] [_] [_]
restriction concerning concentration
of the Fund's investments in the same
industry
4B. To adopt a new fundamental investment [_] [_] [_]
restriction concerning borrowing money
and issuing senior securities
4C. To adopt a new fundamental investment [_] [_] [_]
restriction concerning underwriting
4D. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
real estate
4E. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
commodities
4F. To adopt a new fundamental investment [_] [_] [_]
restriction concerning lending by the
Fund
4G. To reclassify all current fundamental [_] [_] [_]
investment restrictions as non-
fundamental
5A. To approve a new investment management [_] [_] [_]
agreement with Delaware Management Company
for the Fund
5B. To approve a new sub-advisory agreement with [_] [_] [_]
Delaware International Advisers Ltd. for the
Fund
6. To ratify the selection of Ernst & Young LLP, [_] [_] [_]
as independent auditors for the Company
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE, WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
---------------------------------------------------------- ----------------------------------------------------------
---------------------------------------------------------- ----------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FUND NAME HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DELAWARE INVESTMENTS DIRECTORS/TRUSTEES. The undersigned hereby appoints
1818 MARKET STREET Wayne A. Stork, Jeffrey J. Nick and David K. Downes,
PHILADELPHIA, PA 19103 or any of them, with the right of substitution,
proxies of the undersigned at The Joint Annual
Meetings Of Shareholders of the above fund to be held
at The Union League, 140 South Broad Street,
Philadelphia, Pennsylvania, on December 4, 1998 at
10:00 A.M., or at any postponement or adjournments
thereof, with all the powers which the undersigned
would possess, if personally present, and instructs
them to vote upon any matters which may properly be
acted upon at this meeting and specifically as
indicated on the lower portion of this form. Please
refer to the proxy statement for a discussion of each
of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT
MARKED, TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL
THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DELMIF
- ----------------------------------------------------------------------------------------------------------------------------------
FUND NAME HERE
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<S> <C> <C> <C> <C> <C>
Vote On Directors For Withhold For All To withhold authority to vote, mark "For All
1. To elect the following nominees as Directors or All All Except Except" and write the nominee's number on the
Trustees of the Company line below.
01) WAYNE A. STORK 05) ANN R. LEVEN
02) JEFFREY J. NICK *06) W. THACHER LONGSTRETH
03) WALTER P. BABICH *07) THOMAS F. MADISON [_] [_] [_]
04) ANTHONY D. KNERR 08) CHARLES E. PECK -----------------------------------------------
* The holders of common shares may not vote for these nominees
Vote On Proposals For Against Abstain
2. To approve the reclassification of the Fund's [_] [_] [_]
investment objective from fundamental to non-
fundamental
3. To approve a change in the Fund's fundament- [_] [_] [_]
al policy concerning diversification of
investments
4. To approve standardized fundamental invest- [_] [_] [_]
ment restrictions for the Fund (proposal
involves separate votes on sub-proposals
4A-4G)
4A. To adopt a new fundamental investment [_] [_] [_]
restriction concerning concentration
of the Fund's investments in the same
industry
4B. To adopt a new fundamental investment [_] [_] [_]
restriction concerning borrowing money
and issuing senior securities
4C. To adopt a new fundamental investment [_] [_] [_]
restriction concerning underwriting
4D. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
real estate
4E. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
commodities
4F. To adopt a new fundamental investment [_] [_] [_]
restriction concerning lending by the
Fund
4G. To reclassify all current fundamental [_] [_] [_]
investment restrictions as non-
fundamental
5A. To approve a new investment management [_] [_] [_]
agreement with Delaware Management Company
for the Fund
6. To ratify the selection of Ernst & Young LLP, [_] [_] [_]
as independent auditors for the Company
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE, WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
---------------------------------------------------------- ----------------------------------------------------------
---------------------------------------------------------- ----------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FUND NAME HERE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DELAWARE INVESTMENTS DIRECTORS/TRUSTEES. The undersigned hereby appoints
1818 MARKET STREET Wayne A. Stork, Jeffrey J. Nick and David K. Downes,
PHILADELPHIA, PA 19103 or any of them, with the right of substitution,
proxies of the undersigned at The Joint Annual
Meetings Of Shareholders of the above fund to be held
at The Union League, 140 South Broad Street,
Philadelphia, Pennsylvania, on December 4, 1998 at
10:00 A.M., or at any postponement or adjournments
thereof, with all the powers which the undersigned
would possess, if personally present, and instructs
them to vote upon any matters which may properly be
acted upon at this meeting and specifically as
indicated on the lower portion of this form. Please
refer to the proxy statement for a discussion of each
of these matters.
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT
MARKED, TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY
COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL
THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DELIMI
- ----------------------------------------------------------------------------------------------------------------------------------
FUND NAME HERE
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<S> <C> <C> <C> <C> <C>
Vote On Directors For Withhold For All To withhold authority to vote, mark "For All
1. To elect the following nominees as Directors or All All Except Except" and write the nominee's number on the
Trustees of the Company line below.
01) WAYNE A. STORK 05) ANN R. LEVEN
02) JEFFREY J. NICK *06) W. THACHER LONGSTRETH
03) WALTER P. BABICH *07) THOMAS F. MADISON [_] [_] [_]
04) ANTHONY D. KNERR 08) CHARLES E. PECK -----------------------------------------------
* The holders of common shares may not vote for these nominees
Vote On Proposals For Against Abstain
2. To approve the reclassification of the Fund's [_] [_] [_]
investment objective from fundamental to non-
fundamental
4. To approve standardized fundamental invest- [_] [_] [_]
ment restrictions for the Fund (proposal
involves separate votes on sub-proposals
4A-4G)
4A. To adopt a new fundamental investment [_] [_] [_]
restriction concerning concentration
of the Fund's investments in the same
industry
4B. To adopt a new fundamental investment [_] [_] [_]
restriction concerning borrowing money
and issuing senior securities
4C. To adopt a new fundamental investment [_] [_] [_]
restriction concerning underwriting
4D. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
real estate
4E. To adopt a new fundamental investment [_] [_] [_]
restriction concerning investments in
commodities
4F. To adopt a new fundamental investment [_] [_] [_]
restriction concerning lending by the
Fund
4G. To reclassify all current fundamental [_] [_] [_]
investment restrictions as non-
fundamental
5A. To approve a new investment management [_] [_] [_]
agreement with Delaware Management Company
for the Fund
6. To ratify the selection of Ernst & Young LLP, [_] [_] [_]
as independent auditors for the Company
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE, WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE
SHOULD GIVE FULL TITLE AS SUCH.
---------------------------------------------------------- ----------------------------------------------------------
---------------------------------------------------------- ----------------------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
