<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 2-87910
File No. 811-3910
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
------
Post-Effective Amendment No. 30
------
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 30
----
VOYAGEUR TAX FREE FUNDS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-2923
--------------
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: April 30, 1998
--------------
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b)
__X__ on April 30, 1998 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on (date) pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate:
_____ this post-effective amendment designates a new effective date for
a previously filed post-effective amendement
Title of Securities Being Registered
------------------------------------
Tax-Free Minnesota Fund A Class, Tax-Free Minnesota Fund B Class,
Tax-Free Minnesota Fund C Class, Tax-Free North Dakota Fund A Class,
Tax-Free North Dakota Fund B Class, Tax-Free North Dakota Fund C Class
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 30 to Registration File No. 2-87910
includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheets(1)
4. Part A - Prospectus(2)
5. Part B - Statement of Additional Information(2)
6. Part C - Other Information(2)(3)
7. Signatures
(1) This Post-Effective Amendment relates to the Registrant's two series of
shares and their classes: Tax-Free Minnesota Fund - Tax-Free Minnesota
Fund A Class, Tax-Free Minnesota Fund B Class, Tax-Free Minnesota Fund C
Class; and Tax-Free North Dakota Fund - Tax-Free North Dakota Fund A
Class, Tax-Free North Dakota Fund B Class and Tax-Free North Dakota Fund
C Class. Shares of each Series are described in a common Prospectus,
Statement of Additional Information and Part C.
(2) The Registrant's Prospectus and Statement of Additional Information, each
dated March 31, 1998, are incorporated into this filing by reference to
the electronic filing of Post-Effective Amendment No. 19 to the
Registration Statement of Voyageur Mutual Funds, Inc. filed April 29,
1998.
(3) Items 28 and 29 to Part C are incorporated into this filing by reference
to the electronic filing of Post-Effective Amendment No. 19 to the
Registration Statement of Voyageur Mutual Funds, Inc. filed April 29,
1998.
<PAGE>
CROSS-REFERENCE SHEET
PART A
Item No. Description Location in Prospectus*
- -------- ----------- -----------------------
1 Cover Page........................... Cover Page
2 Synopsis............................. Synopsis; Summary
of Expenses
3 Condensed Financial Information...... Financial
Highlights
4 General Description of Registrant.... Investment Objectives and
Policies; Classes of Shares
5 Management of the Fund............... Management of the Funds
6 Capital Stock and Other Securities... The Delaware
Difference; Dividends and
Distributions; Taxes; Classes
of Shares
7 Purchase of Securities Being Offered. Cover Page; How to Buy
Shares; Calaculation of
Offering Price and Net Asset
Value Per Share; Management
of the Funds
8 Redemption or Repurchase............. How to Buy Shares;
Redemption and Exchange
9 Legal Proceedings.................... None
* The Prospectus is included in and hereby incorporated by reference to
Post-Effective Amendment No. 19 of Voyageur Mutual Funds, Inc.'s
Registration Statement (File No. 33-63238).
<PAGE>
CROSS-REFERENCE SHEET
PART B
Item No. Description Location in Statement of
Additional Information*
- -------- ----------- ------------------------
10 Cover Page............................. Cover Page
11 Table of Contents...................... Table of Contents
12 General Information and History........ Inapplicable
13 Investment Objectives and Policy....... Investment Policies
and Restrictions
14 Management of the Registrant........... Officers and Directors
15 Control Persons and Principal Holders
of Securities........................ Officers and Directors
16 Investment Advisory and Other Services. Officers and Directors;
Investment Management
Agreements and Sub-Advisory
Agreements; General Information;
Financial Statements
17 Brokerage Allocation................... Trading Practices and Brokerage
18 Capital Stock and Other Securities..... Capitalization and
Noncumulative Voting
(under General Information)
19 Purchase, Redemption and Pricing of
Securities Being Offered............... Purchasing Shares;
Determining Offering Price
and Net Asset Value;
Redemption and Repurchase;
Exchange Privilege
20 Tax Status............................. Distributions; Taxes
21 Underwriters........................... Purchasing Shares
22 Calculation of Performance Data........ Performance Information
23 Financial Statements................... Financial Statements
* The Statement of Additional Information is included in and hereby
incorporated by reference to Post-Effective Amendment No. 19 of Voyageur
Mutual Funds, Inc.'s Registration Statement (File No. 33-63238).
<PAGE>
CROSS-REFERENCE SHEET
PART C
Item No. Description Location in Part C
- -------- ----------- ------------------
24 Financial Statements and Exhibits................... Item 24
25 Persons Controlled by or under Common Control
with Registrant..................................... Item 25
26 Number of Holders of Securities..................... Item 26
27 Indemnification..................................... Item 27
28 Business and Other Connections of Investment Adviser Item 28
29 Principal Underwriters.............................. Item 29
30 Location of Accounts and Records.................... Item 30
31 Management Services................................. Item 31
32 Undertakings........................................ Item 32
<PAGE>
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Report
* The financial statements and Accountant's Report listed
above relating to Voyageur Tax Free Funds, Inc. are
incorporated into this filing by reference into the
Fund's Part B from the Registrant's Annual Report for
the fiscal year ended December 31, 1997.
(b) Exhibits:
(1) Articles of Incorporation.
(a) Certificate of Amendment to the Amended and Restated
Articles of Incorporation (November 22, 1993)
incorporated into this filing by reference to
Post-Effective Amendment No. 27 filed April 30, 1996.
(b) Certificate of Designation (February 27, 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 27 filed April 30, 1996.
(c) Articles of Correction (April 29, 1994) incorporated into
this filing by reference to Post-Effective Amendment No.
27 filed April 30, 1996.
(2) By-Laws. By-Laws, as amended (November 29, 1993) incorporated
into this filing by reference to Post-Effective Amendment No.
27 filed April 30, 1996.
(3) Voting Trust Agreement. Inapplicable.
(4) Copies of All Instruments Defining the Rights of Holders.
(a) Articles of Incorporation and Articles Supplementary.
(i) Article VI of Amended and Restated Articles of
Incorporation (November 22, 1993) incorporated into
this filing by reference to Post-Effective Amendment
No. 27 filed April 30, 1996.
(ii) Certificate of Designation (February 27, 1995)
incorporated into this filing by reference to
Post-Effective Amendment No. 27 filed April 30,
1996.
<PAGE>
PART C - Other Information
(Continued)
(iii) Articles of Correction (April 29, 1994)
incorporated into this filing by reference to
Post-Effective Amendment No. 27 filed April 30,
1996.
(b) By-Laws.
(i) Article II incorporated into this filing by
reference to Post-Effective Amendment No. 27 filed
April 30, 1996.
(5) Investment Management Agreement.
(a) Investment Management Agreement (April 30, 1997) between
Voyageur Fund Managers, Inc. and the Registrant on behalf
of Tax-Free Minnesota Fund and Tax-Free North Dakota Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 29 filed August 28, 1997.
(6) (a) Distribution Agreement.
(i) Proposed Distribution Agreement (1997) between
Delaware Distributors, L.P. and the Registrant on
behalf of each Fund incorporated into this filing
by reference to Post-Effective Amendment No. 29
filed August 28, 1997.
(b) Administration and Service Agreement. Form of
Administration and Service Agreement (as amended November
1995) (Module) incorporated into this filing by reference
to Post-Effective Amendment No. 29 filed August 28, 1997.
(c) Dealer's Agreement. Dealer's Agreement (as amended
November 1995) (Module) incorporated into this filing by
reference to Post-Effective Amendment No. 29 filed August
28, 1997.
(d) Mutual Fund Agreement for the Delaware Group of Funds (as
amended November 1995) (Module) incorporated into this
filing by reference to Post- Effective Amendment No. 29
filed August 28, 1997.
(7) Bonus, Profit Sharing, Pension Contracts. Inapplicable.
(8) Custodian Agreement.
(a) Custodian Contract with Norwest Bank Minnesota N.A.
(April 20, 1992) incorporated into this filing by
reference to Post-Effective Amendment No. 27 filed April
30, 1996.
<PAGE>
PART C - Other Information
(Continued)
(9) Other Material Contracts.
(a) Shareholder Services Agreement (1997) between Delaware
Service Company, Inc. and the Registrant on behalf of
each Fund (Module) incorporated into this filing by
reference to Post-Effective Amendment No. 29 filed August
28, 1997.
(b) Executed Fund Accounting Agreement (August 19, 1996)
between Delaware Service Company, Inc. and the Registrant
on behalf of each Fund (Module) incorporated into this
filing by reference to Post-Effective Amendment No. 29
filed August 28, 1997.
(i) Executed Amendment No. 7 (October 14, 1997) to
Schedule A to Delaware Group of Funds Fund
Accounting Agreement attached as Exhibit.
(ii) Executed Amendment No. 8 (December 18, 1997) to
Schedule A to Delaware Group of Funds Fund
Accounting Agreement attached as Exhibit.
(10) Opinion of Counsel. Attached as Exhibit.
(11) Consent of Auditors. Attached as Exhibit.
(12) Inapplicable.
(13) Letter of Investment Intent incorporated into this filing by
reference to Form N-1 filed on November 14, 1983.
(14) Inapplicable.
(15) Plans under Rule 12b-1.
(a) Plan under Rule 12b-1 for Class A, B and C Shares (1997)
of Voyageur Tax Free Funds, Inc. on behalf of each Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 27 filed April 30, 1996.
(16) Schedules of Computation for each Performance Quotation.
(a) Schedules of Computation of Fund performance for each
Fund incorporated into this filing by reference to
Post-Effective Amendment No. 27 filed April 30, 1996.
(b) Schedules of Computation of Fund Performance for Tax-Free
Minnesota Fund for periods not previously filed attached
as Exhibit.
(17) Financial Data Schedules. Attached as Exhibits.
<PAGE>
PART C - Other Information
(Continued)
(18) Plan under Rule 18f-3.
(a) Plan under Rule 18f-3 (June 19, 1997) attached as
Exhibit.
(19) Other: Directors' Power of Attorney. Attached as Exhibit.
Item 25. Persons Controlled by or under Common Control with Registrant. None.
Item 26. Number of Holders of Securities.
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Voyageur Tax Free Funds, Inc.
Tax-Free Minnesota Fund's:
Tax-Free Minnesota Fund A Shares:
Common Stock Par Value 9,370 Accounts
$.01 Per Share as of February 28, 1998
Tax-Free Minnesota Fund B Shares:
Common Stock Par Value 256 Accounts
$.01 Per Share as of February 28, 1998
Tax-Free Minnesota Fund C Shares:
Common Stock Par Value 154 Accounts
$.01 Per Share as of February 28, 1998
Voyageur Tax Free Funds, Inc.
Tax-Free North Dakota Fund's:
Tax-Free North Dakota Fund Class A Shares:
Common Stock Par Value 905 Accounts
$.01 Per Share as of February 28, 1998
Tax-Free North Dakota Fund Class B Shares:
Common Stock Par Value 45 Accounts
$.01 Per Share as of February 28, 1998
Tax-Free North Dakota Fund Class C Shares:
Common Stock Par Value 5 Accounts
$.01 Per Share as of February 28, 1998
Item 27. Indemnification. Incorporated into this filing by reference to
Post-Effective Amendment No. 27 filed April 30, 1996.
<PAGE>
PART C - Other Information
(Continued)
Item 28. Business and Other Connections of Investment Adviser.
Incorporated into this filing by reference to Post-Effective Amendment
No. 19 to the Registration Statement of Voyageur Mutual Funds, Inc.
filed April 29, 1998
Item 29. Principal Underwriters.
Incorporated into this filing by reference to Post-Effective Amendment
No. 19 to the Registration Statement of Voyageur Mutual Funds, Inc.
filed April 29, 1998
Item 30. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at 1818 Market
Street, Philadelphia, PA 19103 or One Commerce Square, Philadelphia,
PA 19103 or 90 South Seventh Street, Suite 4400, Minneapolis,
Minnesota 55402.
Item 31. Management Services. None.
Item 32. Undertakings.
(a) Inapplicable.
(b) Inapplicable.
(c) The Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
(d) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of
removal of any director when requested in writing to do so by
the record holders of not less than 10% of the outstanding
shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia, Commonwealth of Pennsylvania on this
21st day of March, 1998.
VOYAGEUR TAX FREE FUNDS, INC.
By /s/ Wayne A. Stork
------------------
Wayne A. Stork
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------- ---------------------------------------- ----------------
<S> <C> <C>
/s/ Wayne A. Stork Chairman of the Board and Director March 21, 1998
- ----------------------------------------
Wayne A. Stork
/s/ David K. Downes Executive Vice President/Chief Operating
- ---------------------------------------- Officer/Chief Financial Officer
David K. Downes (Principal Financial Officer and
Principal Accounting Officer) March 21, 1998
/s/Walter P. Babich * Director March 21, 1998
- ----------------------------------------
Walter P. Babich
/s/Anthony D. Knerr * Director March 21, 1998
- ----------------------------------------
Anthony D. Knerr
/s/Ann R. Leven * Director March 21, 1998
- ----------------------------------------
Ann R. Leven
/s/W. Thacher Longstreth * Director March 21, 1998
- ----------------------------------------
W. Thacher Longstreth
/s/Thomas F. Madison * Director March 21, 1998
- ----------------------------------------
Thomas F. Madison
/s/Jeffrey J. Nick * Director March 21, 1998
- ----------------------------------------
Jeffrey J. Nick
/s/Charles E. Peck * Director March 21, 1998
- ----------------------------------------
Charles E. Peck
*By /s/ Wayne A. Stork
-----------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
EX-99.B9BI Executed Amendment No. 7 (October 14,1997) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement
EX-99.B9BII Executed Amendment No. 8 (December 18, 1997) to Schedule A
to Delaware Group of Funds Fund Accounting Agreement
EX-99.B10 Opinion of Counsel
EX-99.B11 Consent of Auditors
EX-99.B16B Schedules of Computation
EX-27 Financial Data Schedules
EX-99.B18A Plan under Rule 18f-3 (June 19, 1997)
EX-99.B19 Directors' Power of Attorney
<PAGE>
EX-99.B9BI
Exhibit 24 (b)(9)(b)(i)
AMENDMENT NO.7
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Value Fund
Retirement Income Fund (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund)
- ------------------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.
<PAGE>
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
2
<PAGE>
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
3
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
4
<PAGE>
Dated as of October 14, 1997
DELAWARE SERVICE COMPANY, INC.
/s/ David K. Downes
By:---------------------------------------------------------------------
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED -TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
/s/Wayne A. Stork
By:-----------------------------------------------------------------------
Wayne A. Stork
Chairman
5
<PAGE>
EX-99.B9BII
Exhibit 24(b)(9)(b)(ii)
AMENDMENT NO. 8
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
- ------------------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio (deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
2
<PAGE>
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
3
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured ax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
4
<PAGE>
Dated as of December 18, 1997
DELAWARE SERVICE COMPANY, INC.
/s/David K. Downes
By: ---------------------------------------------------------------
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
/s/ Wayne A. Stork
By: ------------------
Wayne A. Stork
Chairman
5
<PAGE>
EX-99.B10
Exhibit 24(b)(10)
Law Offices
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8024
March 25, 1998
Voyageur Tax Free Funds, Inc.
1818 Market Street
Philadelphia, Pennsylvania 19103
Re: Legal Opinion-Securities Act of 1933
------------------------------------
Ladies and Gentlemen:
We have examined the Amended and Restated Articles of
Incorporation (the "Articles") of Voyageur Tax Free Funds, Inc. (the "Fund"), a
series corporation organized under Minnesota law, the By-Laws of the Fund, the
resolutions adopted by the Fund's Board of Directors organizing the business of
the Fund, and its proposed form of Share Certificates (if any), all as amended
to date, and the various pertinent corporate proceedings we deem material. We
have also examined the Notification of Registration and the Registration
Statements filed under the Investment Company Act of 1940 (the "Investment
Company Act") and the Securities Act of 1933 (the "Securities Act"), all as
amended to date, as well as other items we deem material to this opinion.
The Fund is authorized by the Articles to issue ten trillion
(10,000,000,000,000) shares of common stock at a par value of $.01. The Fund
issues shares of the Delaware-Voyageur Tax-Free Minnesota Fund and
Delaware-Voyageur Tax-Free North Dakota Fund. The Articles also empower the
Board to designate any additional series or classes and allocate shares to such
series or classes.
The Fund has filed with the U.S. Securities and Exchange
Commission, a registration statement under the Securities Act, which
registration statement is deemed to register an indefinite number of shares of
the Fund pursuant to
<PAGE>
the provisions of Rule 24f-2 under the Investment Company Act. You have further
advised us that the Fund has filed, and each year hereafter will timely file, a
Notice pursuant to Rule 24f-2 perfecting the registration of the shares sold by
the Fund during each fiscal year during which such registration of an indefinite
number of shares remains in effect.
You have also informed us that the shares of the Fund have
been, and will continue to be, sold in accordance with the Fund's usual method
of distributing its registered shares, under which prospectuses are made
available for delivery to offerees and purchasers of such shares in accordance
with Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, so long
as the Fund remains a valid and subsisting entity under the laws of its state of
organization, and the registration of an indefinite number of shares of the Fund
remains effective, the authorized shares of the Fund when issued for the
consideration set by the Board of Directors pursuant to the Articles, and
subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid,
and non-assessable shares, and the holders of such shares will have all the
rights provided for with respect to such holding by the Articles and the laws of
the State of Minnesota.
We hereby consent to the use of this opinion, in lieu of any
other, as an exhibit to the Registration Statement of the Fund, along with any
amendments thereto, covering the registration of the shares of the Fund under
the Securities Act and the applications, registration statements or notice
filings, and amendments thereto, filed in accordance with the securities laws of
the several states in which shares of the Fund are offered, and we further
consent to reference in the registration statement of the Fund to the fact that
this opinion concerning the legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /s/ Mark H. Plafker
-----------------------
Mark H. Plafker
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 30 to the Registration Statement (Form N-1A) (No.
2-87910) of Voyageur Tax-Free Funds, Inc. (comprised of Delaware-Voyageur
Tax-Free Minnesota Fund and Delaware-Voyageur Tax-Free North Dakota Fund) of our
reports dated February 16, 1998, included in the 1997 Annual Reports to
shareholders.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
April 24, 1998
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Directors
Voyageur Tax-Free Funds, Inc. - Delaware-Voyageur Tax-Free Minnesota Fund
Voyageur Insured Funds, Inc. - Delaware-Voyageur Minnesota Insured Fund
Voyageur Intermediate Tax-Free Funds, Inc. - Delaware-Voyageur Tax-Free
Minnesota Intermediate Fund
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Minnesota High Yield
Municipal Bond Fund
We have audited the accompanying statements of net assets of Tax-Free Minnesota
Fund, Minnesota Insured Fund, Tax-Free Minnesota Intermediate Fund and Minnesota
High Yield Municipal Bond Fund (the "Funds") as of December 31, 1997, and the
related statements of operations, the statements of changes in net assets and
the financial highlights for the year then ended. These financial statements and
financial highlights are the responsibility of the Funds' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statements of changes in net
assets for the year ended December 31, 1996 and the financial highlights for the
periods presented through December 31, 1996 were audited by other auditors whose
report dated February 14, 1997 expressed an unqualified opinion on those
statements and financial highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of December 31, 1997, by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the 1997 financial statements and financial highlights present
fairly, in all material respects, the financial position of each of the
respective Funds at December 31, 1997, and the results of their operations, the
changes in their net assets and their financial highlights for the year then
ended, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
February 16, 1998
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Directors
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free Idaho Fund
Voyageur Tax-Free Funds, Inc. - Delaware-Voyageur Tax-Free North Dakota Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Oregon Insured Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Washington Insured Fund
We have audited the accompanying statements of net assets of Tax-Free Idaho
Fund, Tax-Free North Dakota Fund, Tax-Free Oregon Insured Fund, and Tax-Free
Washington Insured Fund (the "Funds") as of December 31, 1997, and the related
statements of operations, the statements of changes in net assets and the
financial highlights for the year then ended. These financial statements and
financial highlights are the responsibility of the Funds' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statements of changes in net
assets for the year ended December 31, 1996 and the financial highlights from
the dates of commencement of operations of the respective Funds through December
31, 1996 were audited by other auditors whose report dated February 14, 1997
expressed an unqualified opinion on those statements and financial highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of December 31, 1997, by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights present
fairly, in all material respects, the financial position of each of the
respective Funds at December 31, 1997, and the results of their operations, the
changes in their net assets and their financial highlights for the year then
ended, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
February 16, 1998
<PAGE>
EX-99.B11
Exhibit 24(b)(11)
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Independent Auditors' Report
The Board of Directors
Voyageur Tax-Free Funds, Inc.
Voyageur Intermediate Tax-Free Funds, Inc.
Voyageur Insured Funds, Inc.
Voyageur Investment Trust
Voyageur Investment Trust II
Voyageur Mutual Funds, Inc.
Voyageur Mutual Funds II, Inc.:
We consent to the use of our reports dated February 14, 1997 incorporated herein
by reference and to the reference of our Firm under the heading "FINANCIAL
STATEMENTS" in the Statement of Additional Information.
/s/KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 27, 1998
Member Firm of
Klynveld Peat Marwick Goerdeler
<PAGE>
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Independent Auditors' Report
The Board of Directors and Shareholders
Voyageur Tax-Free Funds, Inc.
Voyageur Intermediate Tax-Free Funds, Inc.
Voyageur Insured Funds, Inc.
Voyageur Investment Trust
Voyageur Investment Trust II
Voyageur Mutual Funds, Inc.
Voyageur Mutual Funds II, Inc.:
We have audited the accompanying statements of changes in net assets of Voyageur
Tax-Free Arizona Fund, Voyageur Tax-Free California Fund, Voyageur Tax-Free
Idaho Fund, Voyageur Tax-Free Iowa Fund, Voyageur Minnesota High Yield Municipal
Bond Fund, Voyageur National High Yield Municipal Bond Fund, Voyageur Tax-Free
New York Fund, Voyageur Tax-Free Wisconsin Fund (portfolios within Voyageur
Mutual Funds, Inc.); Voyageur Tax-Free California Insured Fund, Voyageur
Tax-Free Florida Fund, Voyageur Tax-Free Florida Insured Fund, Voyageur Tax-Free
Kansas Fund, Voyageur Tax-Free Missouri Fund, Voyageur Tax-Free New Mexico Fund,
Voyageur Tax-Free Oregon Insured Fund, Voyageur Tax-Free Utah Fund, Voyageur
Tax-Free Washington Insured Fund (portfolios within Voyageur Investment Trust);
Voyageur Tax-Free Arizona Insured Fund, Voyageur Minnesota Insured Fund,
(portfolios within Voyageur Insured Funds, Inc.); Voyageur Tax-Free Minnesota
Fund, Voyageur Tax-Free North Dakota Fund, (portfolios within Voyageur Tax-Free
Funds, Inc.); Voyageur Tax-Free Florida Intermediate Fund (a portfolio within
Voyageur Investment Trust II); Voyageur Tax-Free Minnesota Intermediate Fund, (a
portfolio within Voyageur Tax-Free Funds, Inc.); and Voyageur Tax-Free Colorado
Fund (a portfolio within Voyageur Mutual Funds II, Inc.) for the year ended
December 31, 1996, and the financial highlights for the periods ended prior to
or on December 31, 1996. The statements of changes in net assets and the
financial highlights are the responsibility of Fund management. Our
responsibility is to express an opinion on the statements of changes in net
assets and the financial highlights based on our audits.
Member firm of
KPMG International
<PAGE>
KPMG Peat Marwick LLP
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the changes in net assets of
and financial highlights of the aforementioned funds for the periods ended prior
to or on December 31, 1996, in conformity with generally accepted accounting
principles.
/s/KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 14, 1997
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND C CLASS
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
----------
1
$1000(1 - T) = $1, 078.21
T = 7.82%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND C CLASS
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
----------
1
$1000(1 - T) = $1,088.21
T = 8.82%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND B CLASS
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
----------
1
$1000(1 - T) = $1,049.54
T = 4.95%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND B CLASS
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
----------
1
$1000(1 - T) = $1,089.54
T = 8.95%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND A CLASS
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
----------
1
$1000(1 - T) = $1,096.76
T = 9.68%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND A CLASS
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
----------
1
$1000(1 - T) = $1,055.90
T = 5.59%
<PAGE>
TAX-FREE MINNESOTA FUND C CLASS
ANNUALIZED RATE OF RETURN
FOR FISCAL YEAR ENDING 1997
- -------------------------------------------------------------------------------
Average Annual Compounded Rate of Return:
n
P(1 + T) = ERV
ONE
YEAR
----------
1
$1000(1 - T) = $1,084.56
T = 8.46%
THREE
YEARS
----------
3
$1000(1 - T) = $1,261.19
T = 8.04%
FIVE
YEARS
----------
5
$1000(1 - T) = $1,790.04
T = 12.35%
<PAGE>
TEN
YEARS
----------
10
$1000(1 - T) = $2,766.33
T = 10.71%
FIFTEEN
YEARS
----------
15
$1000(1 - T) = $2,766.33
T = 10.71%
LIFE OF
FUND
----------
24.94794521
$1000(1 - T) = $9,964.20
T = 9.65%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND C CLASS
TOTAL RETURN PERFORMANCE
ONE YEAR (INCLUDING CDSC)
- -------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.41
Initial Shares 80.580
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 80.580 $0.557 3.647 84.227
- --------------------------------------------------------------------------------
Ending Shares 84.227
Ending NAV x $12.92
------------
$1,088.21
Less CDSC $10.00
------------
Investment Return $1,078.21
Total Return Performance
- ------------------------
Investment Return $1,078.21
Less Initial Investment $1,000.00
------------
$78.21 / $1,000.00 x 100
Total Return: 7.82%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND B CLASS
TOTAL RETURN PERFORMANCE
THREE YEARS (INCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.40
Initial Shares 80.645
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 80.645 $0.547 3.750 84.395
- --------------------------------------------------------------------------------
Ending Shares 84.395
Ending NAV x $12.91
------------
$1,089.54
Less CDSC $40.00
------------
Investment Return $1,049.54
Total Return Performance
- ------------------------
Investment Return $1,049.54
Less Initial Investment $1,000.00
------------
$49.54 / $1,000.00 x 100
Total Return: 4.95%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND A CLASS
TOTAL RETURN PERFORMANCE
ONE YEAR
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.40
Initial Shares 80.645
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 80.645 $0.655 4.309 84.954
- --------------------------------------------------------------------------------
Ending Shares 84.954
Ending NAV x $12.91
-----------
Investment Return $1,096.76
Total Return Performance
- ------------------------
Investment Return $1,096.76
Less Initial Investment $1,000.00
-----------
$96.76 / $1,000.00 x 100
Total Return: 9.68%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND A CLASS
TOTAL RETURN PERFORMANCE
ONE YEAR
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.88
Initial Shares 77.640
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 77.640 $0.655 4.149 81.789
- --------------------------------------------------------------------------------
Ending Shares 81.789
Ending NAV x $12.91
-----------
Investment Return $1,055.90
Total Return Performance
- ------------------------
Investment Return $1,055.90
Less Initial Investment $1,000.00
-----------
$55.90 / $1,000.00 x 100
Total Return: 5.59%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND C CLASS
TOTAL RETURN PERFORMANCE
THREE YEARS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.41
Initial Shares 80.580
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1995 80.580 $0.557 3.647 84.227
- --------------------------------------------------------------------------------
Ending Shares 84.227
Ending NAV x $12.92
------------
Investment Return $1,088.21
Total Return Performance
- ------------------------
Investment Return $1,088.21
Less Initial Investment $1,000.00
------------
$88.21 / $1,000.00 x 100
Total Return: 8.82%
<PAGE>
DELAWARE GROUP VOYAGEUR
TAX-FREE MINNESOTA FUND B CLASS
TOTAL RETURN PERFORMANCE
THREE YEARS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------
Initial Investment $1,000.00
Beginning OFFER $12.40
Initial Shares 80.645
Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares
- --------------------------------------------------------------------------------
1997 80.645 $0.572 3.750 84.395
- --------------------------------------------------------------------------------
Ending Shares 84.395
Ending NAV x $12.91
--------------
Investment Return $1,089.54
Total Return Performance
- ------------------------
Investment Return $1,089.54
Less Initial Investment $1,000.00
--------------
$89.54 / $1,000.00 x 100
Total Return: 8.95%
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<NAME> DELAWARE-VOYAGEUR TAX FREE MINNESOTA FUND C CLASS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 395,681
<INVESTMENTS-AT-VALUE> 429,765
<RECEIVABLES> 6,650
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 436,415
<PAYABLE-FOR-SECURITIES> 5,843
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,910
<TOTAL-LIABILITIES> 7,753
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 393,810
<SHARES-COMMON-STOCK> 239
<SHARES-COMMON-PRIOR> 248
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 56
<ACCUMULATED-NET-GAINS> 712
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 34,084
<NET-ASSETS> 3,083
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 26,179
<OTHER-INCOME> 0
<EXPENSES-NET> 3,945
<NET-INVESTMENT-INCOME> 22,234
<REALIZED-GAINS-CURRENT> 3,217
<APPREC-INCREASE-CURRENT> 13,746
<NET-CHANGE-FROM-OPS> 39,197
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 122
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 100
<NUMBER-OF-SHARES-REDEEMED> 118
<SHARES-REINVESTED> 9
<NET-CHANGE-IN-ASSETS> (9,034)
<ACCUMULATED-NII-PRIOR> 88
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 2,505
<GROSS-ADVISORY-FEES> 2,130
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,108
<AVERAGE-NET-ASSETS> 2,720
<PER-SHARE-NAV-BEGIN> 12.410
<PER-SHARE-NII> .564
<PER-SHARE-GAIN-APPREC> .508
<PER-SHARE-DIVIDEND> .562
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 12.920
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
EX-99.B18A
Exhibit 24(b)(18)(a)
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VAM INSTITUTIONAL FUNDS, INC.
Multiple Class Plan Pursuant to Rule 18f-3
As Approved as of June 19, 1997
I. Preamble
Each of the funds listed below (each a "Fund", and collectively the
"Funds"), is a separate series of one of the above-captioned registrants (each,
a "Company"). Each Fund has elected to rely on Rule 18f-3 under the Investment
Company Act of 1940, as amended (the "1940 Act") in offering multiple classes of
shares in such Fund:
Voyageur Minnesota Tax Free Fund
Voyageur North Dakota Tax Free Fund
Voyageur Minnesota Limited Term Tax Free Fund
Voyageur Arizona Limited Term Tax Free Fund
Voyageur Colorado Limited Term Tax Free Fund
Voyageur California Limited Term Tax Free Fund
Voyageur Minnesota Insured Fund
Voyageur Arizona Insured Tax Free Fund
Voyageur Colorado Insured Tax Free Fund
Voyageur U.S. Government Securities Fund
Voyageur Florida Insured Tax Free Fund
Voyageur California Insured Tax Free Fund
Voyageur Kansas Tax Free Fund
Voyageur Missouri Insured Tax Free Fund
Voyageur New Mexico Tax Free Fund
Voyageur Oregon Insured Tax Free Fund
Voyageur Utah Tax Free Fund
Voyageur Washington Insured Tax Free Fund
Voyageur Florida Tax Free Fund
Voyageur Florida Limited Term Tax Free Fund
Voyageur Iowa Tax Free Fund
Voyageur Wisconsin Tax Free Fund
Voyageur Idaho Tax Free Fund
Voyageur Minnesota High Yield Municipal Bond Fund
Voyageur National High Yield Municipal Bond Fund
Voyageur Arizona Tax Free Fund
Voyageur California Tax Free Fund
Voyageur New York Tax Free Fund
Voyageur Colorado Tax Free Fund
Voyageur Growth Stock Fund
Voyageur Aggressive Growth Fund
-1-
<PAGE>
This plan pursuant to rule 18f-3 (the "Plan"), which shall become effective for
the Funds on the Effective Date (as defined in section VI of this Plan), sets
forth the differences among classes of shares of the Funds, including
distribution arrangements, shareholder services, income gains and expense
allocations, conversion and exchange options, and voting rights.
II. Attributes of Share Classes.
The attributes of each existing class of the existing Funds with
respect to distribution arrangements, shareholder services, and conversion and
exchange options shall be as set forth in the following materials:
A. Prospectus and Statement of Additional Information of each
respective Fund as in effect (including supplements) as of the Effective Date
(as defined in section VI hereof).
B. Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act
("Rule 12b-1 Plan") for each Company and Fund as in effect on the Effective Date
(as defined in section VI hereof).
Expenses, income and gains of such existing classes of the Funds shall be
allocated in the manner set forth in III and IV below. Each such existing class
shall have exclusive voting rights on any matter submitted to shareholders that
relates solely to its arrangement for shareholder services and the distribution
of shares and shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interest of any
other class, and shall have in all other respects the same rights and
obligations as each other class.
III. Expense Allocation.
A. Class-specific expenses. Each Company shall allocate to each class
of shares of a Fund any fees and expenses incurred by the Company in connection
with the distribution or servicing of such class of shares under a Rule 12b-1
Plan, if any, adopted for such class. In addition, the Company reserves the
right, subject to approval by the Company's Board of Directors/Trustees, to
allocate fees and expenses of the following nature to a particular class of
shares of a Fund (to the extent that such fees and expenses actually vary among
each class of shares or vary by types of services provided to each class of
shares of the Fund):
(i) transfer agency and other recordkeeping costs;
(ii) Securities and Exchange Commission and blue sky registration
or qualification fees;
(iii) printing and postage expenses related to printing and
distributing class specific materials, such as
shareholder reports, prospectuses and proxies to current
-2-
<PAGE>
shareholders of a particular class or to regulatory
authorities with respect to such class of shares;
(iv) audit or accounting fees or expenses relating solely to such
class;
(v) the expenses of administrative personnel and services as
required to support the shareholders of such class;
(vi) litigation or other legal expenses relating solely to such
class of shares;
(vii) Directors'/Trustees' fees and expenses incurred as a result
of issues relating solely to such class of shares; and
(viii) other expenses subsequently identified and determined to be
properly allocated to such class of shares.
B. Common Expenses.
(i) For Funds which declare a dividend to shareholders on a daily
basis ("Daily Dividend Funds"), except for any expenses that
are allocated to a particular class as described in paragraph
A above, all expenses incurred by a Fund will be allocated to
each class of shares of such Fund on the basis of "settled
shares" (net assets valued in accordance with generally
accepted accounting principles but excluding the value of
subscriptions receivable) of each class in relation to the net
assets of the Fund.
(ii) For Funds which do not declare a dividend to shareholders on a
daily basis ("Non-Daily Dividend Funds"), except for any
expenses that are allocated to a particular class as described
in paragraph A above, all expenses incurred by a Fund will be
allocated to each class of shares of such Fund on the basis of
the net asset value of each such class in relation to the net
asset value of the Fund.
IV. Allocation of Income and Gains.
A. Daily Dividend Funds.
(i) Income of a Daily Dividend Fund will be allocated to each
class of shares of such Fund on the basis of settled shares of
each class in relation to the net assets of the Fund.
(ii) Realized and unrealized capital gains and losses of a Fund
will be allocated to each class of shares of such Fund on the
basis of the net asset value of each such class in relation to
the net asset value of the Fund.
-3-
<PAGE>
B. Non-Daily Dividend Funds.
(i) Income of a Non-Daily Dividend Fund will be allocated to each
class of shares of such Fund on the basis of the net asset
value of each such class in relation to the net asset value of
the Fund.
(ii) Realized and unrealized gains and losses of a Non-Daily
Dividend Fund will be allocated to each class of shares of
such Fund on the basis of the net asset value of each such
class in relation to the net asset value of the Fund.
V. Amendment of Plan; Periodic Review.
A. New Funds and New Classes. With respect to any new portfolio of a
Company created after the date of this Plan and any new class of shares of the
existing Funds created after the date of this Plan, the Board of
Directors/Trustees of such Company shall approve amendments to this Plan setting
forth the attributes of the classes of shares of such new portfolio or of such
new class of shares.
B. Material Amendments and Periodic Reviews. The Board of
Directors/Trustees of each Company, including a majority of the independent
directors/trustees, shall periodically review this Plan for its continued
appropriateness and shall approve any material amendment of this Plan as it
relates to any class of any Fund covered by this Plan.
VI. Effective Date of Plan.
This Plan shall become effective for a Fund upon conversion of the
accounting system for such Fund (the "Effective Date"). Upon the Effective Date,
this Plan shall supersede any other plan pursuant to Rule 18f-3 which previously
has been adopted for a Fund.
-4-
<PAGE>
EX-99.B19
Exhibit 24(b)(19)
POWER OF ATTORNEY
Each of the undersigned, a member of the Boards of Directors/Trustees
of the Delaware Group Funds listed on Exhibit A to this Power of Attorney,
hereby constitutes and appoints on behalf of each of the Funds listed on Exhibit
A, Wayne A. Stork, Jeffrey J. Nick and Walter P. Babich and any one of them
acting singly, his true and lawful attorneys-in-fact, in his name, place, and
stead, to execute and cause to be filed with the Securities and Exchange
Commission and other federal or state government agency or body, such
registration statements, and any and all amendments thereto as either of such
designees may deem to be appropriate under the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and all other
applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 18th day of December, 1997.
/s/Walter P. Babich /s/Thomas F. Madison
- ------------------- --------------------
Walter P. Babich Thomas F. Madison
/s/Anthony D. Knerr /s/Jeffrey J. Nick
- ------------------- ------------------
Anthony D. Knerr Jeffrey J. Nick
/s/Ann R. Leven /s/Charles E. Peck
- --------------- ------------------
Ann R. Leven Charles E. Peck
/s/W. Thacher Longstreth /s/Wayne A. Stork
- ------------------------ -----------------
W. Thacher Longstreth Wayne A. Stork
<PAGE>
POWER OF ATTORNEY
EXHIBIT A
DELAWARE GROUP FUNDS
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP FOUNDATION FUNDS
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
