VOYAGEUR MUTUAL FUNDS III INC /MN/
N-30D, 1996-07-01
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                             AGGRESSIVE GROWTH FUND
                             GROWTH AND INCOME FUND
                                GROWTH STOCK FUND
                            INTERNATIONAL EQUITY FUND
                                  ANNUAL REPORT

                              Dated April 30, 1996


Voyageur  offers a family of mutual  funds,  each with an  individual  objective
stated in its  prospectus.  Investment  objectives  of the funds range from high
current income to long-term capital appreciation.  Exchange privileges allow you
to change your  investment  between  Voyageur Funds as your objectives or market
conditions change.

VOYAGEUR HIGH YIELD FUNDS seek high current income free from both Federal income
taxes and state income taxes (where applicable).  The Funds invest in medium and
lower grade municipal bonds.
<TABLE>
<CAPTION>
     <S>                                          <C>
     Voyageur MINNESOTA High Yield Municipal Bond Fund

VOYAGEUR TAX FREE FUNDS seek high current  income free from both Federal  income
taxes and state income taxes (where applicable).  The Funds invest in investment
grade municipal bonds.

     Voyageur ARIZONA Tax Free Fund               Voyageur MINNESOTA Tax Free Fund
     Voyageur CALIFORNIA Tax Free Fund            Voyageur NATIONAL Tax Free Fund
     Voyageur COLORADO Tax Free Fund              Voyageur NEW MEXICO Tax Free Fund
     Voyageur FLORIDA Tax Free Fund               Voyageur NORTH DAKOTA Tax Free Fund
     Voyageur IDAHO Tax Free Fund                 Voyageur UTAH Tax Free Fund
     Voyageur IOWA Tax Free Fund                  Voyageur WISCONSIN Tax Free Fund
     Voyageur KANSAS Tax Free Fund

VOYAGEUR  INSURED TAX FREE FUNDS seek high current income free from both Federal
income taxes and state income taxes (where  applicable) with the added safety of
an insured portfolio. The Funds invest in insured municipal bonds.

     Voyageur ARIZONA Insured Tax Free Fund       Voyageur FLORIDA Insured Tax Free Fund  
     Voyageur CALIFORNIA Insured Tax Free Fund    Voyageur OREGON Insured Tax Free Fund    
     Voyageur MISSOURI Insured Tax Free Fund      Voyageur MINNESOTA Insured Fund          
     Voyageur NATIONAL Insured Tax Free Fund      Voyageur WASHINGTON Insured Tax Free Fund
                                                                                      

VOYAGEUR LIMITED TERM FUNDS seek to preserve original investment principal while
providing  income free from both  Federal  income  taxes and state  income taxes
(where  applicable).  The Funds invest in  intermediate  term  investment  grade
municipal bonds.

     Voyageur FLORIDA Limited Term Tax Free Fund
     Voyageur NATIONAL Limited Term Tax Free Fund
     Voyageur MINNESOTA Limited Term Tax Free Fund

VOYAGEUR EQUITY FUNDS seek long term capital appreciation by investing in common
stocks.

     Voyageur AGGRESSIVE GROWTH Fund              Voyageur GROWTH Stock Fund
     Voyageur GROWTH AND INCOME Fund              Voyageur INTERNATIONAL Equity Fund

VOYAGEUR  INCOME  FUNDS  seek  high  current  income  from  investments  issued,
guaranteed  or  otherwise  backed  by the  full  faith  and  credit  of the U.S.
Government.

     Voyageur U.S. GOVERNMENT SECURITIES Fund

VOYAGEUR  CASH  TRUST  SERIES  MONEY  MARKET  FUNDS  seek high  current  income,
principal protection and liquidity by investing in money market instruments.

     Voyageur CALIFORNIA MUNICIPAL CASH Series    Voyageur OHIO MUNICIPAL CASH Series
     Voyageur MUNICIPAL CASH Series               Voyageur PRIME CASH Series         
     Voyageur FLORIDA MUNICIPAL CASH Series       Voyageur TREASURY CASH Series      
     Voyageur GOVERNMENT CASH Series              Voyageur MINNESOTA MUNICIPAL CASH Series
</TABLE>
For more complete  information  regarding the  investment  objectives,  fees and
expenses  of  the  Funds,  please  obtain  a  prospectus  from  your  Investment
Representative  or  from  Voyageur,   90  South  Seventh  Street,   Suite  4400,
Minneapolis, MN 55402-4115; (612) 376-7044 (local); 800-525-6584 (MKTG).


LETTER FROM THE PRESIDENT

                                                                      [PHOTO]

                                                                    John G. Taft
                                                                    President


Dear Shareholder:

Last year's stock market was a compelling story -- one that kept most investors
wondering just what would happen next. But for all the economic plot twists and
market turns, 1995 brought a happy ending -- with large company stocks
generating their seventh best stock returns for the 70-year period between 1926
and 1995.(1)

The key theme of 1995 was competition, causing companies to turn to technology
and mergers and acquisitions as a way of providing better, faster and cheaper
services and products to a more cost-conscious consumer. But while competition
heated up between companies, most world economies showed signs of slowing in
1995.

At Voyageur, we remain committed to providing our clients with the best
investment products and services available in today's financial market. Our
equity funds allow you access to wide variety of areas within the stock market,
all of which are actively managed to meet individual fund objectives.

Also, as part of our commitment to you, we have redesigned our shareholder
reports to provide you with more in-depth information about your Voyageur fund
investments in an easier-to-read format. We welcome any comments you may have
about these changes and encourage you to call our Voyageur Shareholder Services
at 800.545.3863.

If at any time you have questions about your Voyageur fund investments, please
contact you personal financial advisor or Voyageur Shareholders Services. Our
Voyageur Shareholder Services 800 number -- known as Voyageur On CallTM--allows
you 24-hour access, seven days a week to an automated voice response service
with shareholder services representatives available from 8 a.m. to 5 p.m.
Central Standard Time.

We appreciate your continued patronage of Voyageur Funds and look forward to
working with you and your financial advisors in creating products and services
designed to bring you closer to your investment goals.


Sincerely,


/s/ John G. Taft
John G. Taft
President
Voyageur Aggressive Growth Fund
Voyageur Growth and Income Fund
Voyageur Growth Stock Fund
Voyageur International Equity Fund


                                                        (1) Stocks, Bonds, Bills
                                                            and Inflation 1996
                                                            Yearbook, Ibbotson
                                                            Associates, Inc.


VOYAGEUR AGGRESSIVE GROWTH FUND


[PHOTO]

Tony H. Elavia is the Senior
Equity Portfolio Manager for
the Voyageur Aggressive
Growth Fund. Mr. Elavia
has managed the Fund since
May 1995, and has over 13
years of investment industry
experience.


* Past performance is no guarantee of future results. Investment return and
principal value will fluctuate.

For the fiscal year ended April 30, 1996, the Voyageur Aggressive Growth Stock
Fund's total return at NAV was 31.02% for Class A Shares compared to the S&P 500
performance of 30.23% for the same period.* During the Fund's fiscal year, we
continued to use our research capabilities to assist us in identifying areas in
the market that we believe will perform favorably in the current and projected
economic environment. The Fund's investment strategy has been to invest in a
combination of large- and mid-cap growth companies. The holdings are diversified
across different sectors with a strong focus on companies from the electronic
technology sector.

During the Fund's fiscal year, we increased the Fund's holdings in the
technology sector to approximately 55% of the Fund's total assets. Within the
technology sector, the Fund's holdings in semiconductor companies were a driving
force behind the Fund's excellent performance from May through September 1995.
However, during the Fall, a deteriorating environment for the semiconductor area
pulled the Fund's overall performance down. This caused us to reduce, and
finally eliminate, our exposure to semiconductor companies. We then invested the
proceeds from these sales in companies in other areas of technology -- areas
that rebounded strongly after the correction.

TECHNOLOGY: A MARKET SECTOR OF OPPORTUNITY

We see a bright opportunity with a focus for applying technology in three areas:
1) telecommunications and networking equipment, 2) software and information
services, and 3) health care. The opportunities in these areas are as described
below.

OPENING THE LINES OF COMMUNICATIONS

In today's competitive world, companies don't have to be huge, established
businesses in order to survive. What they have to be is technologically
advanced. This is especially true in the telecommunications industry where
federal deregulation is forcing companies to be more competitive. In an
environment where better, faster and cheaper service is the rule,
state-of-theart equipment can make or break a telecommunications company. Also,
as more people are choosing to surf the Internet, networking equipment is
becoming increasingly important in order to provide the additional lines needed
to relieve congestion and open access.

That's why our research shows companies in telecommunications and networking
systems equipment are among the fastest growing areas in the technology market.
These companies -- which include Cascade Communications, Cisco Systems, U.S.
Robotics and Shiva -- are responsible for strengthening the backbone of the
Internet and honing the technological edge of telecommunications.

TODAY'S TOOLS OF THE TRADE

Access to information means little if you don't have the tools needed to
retrieve and manipulate data into a usable form. That's why companies in the
software information and technology services area -- such as Cambridge
Technology, Dendrite and the Gartner Group -- provide such a valuable service.
They allow companies that lack the systems expertise and resources they need to
enhance their daily operations and increase sales. These companies in the
software information and technology services do more than just design systems,
they provide ongoing consulting services to support these systems, thereby
generating ongoing revenue.

A PRESCRIPTION FOR BETTER HEALTH CARE

One area in the health care sector where we increased the Fund's exposure during
its fiscal year was in physician practice management. Traditionally physician
practices have been a fragmented business, with four or five doctors pulling
together to pool their services. In addition to providing physicians services,
these doctors are ultimately responsible for the management of their practice.

Physician practice management companies allow physicians to focus on what they
were trained to do -- provide medical services. These companies will recruit,
pay and manage personnel as well as generate patient billing. They also allow
physicians to have access to systems and technology that they may not have
normally been able to afford. Since physician practice management companies
represent a number of individual practices, they also offer the additional
benefit of a massive negotiating power with HMOs and insurance companies.

ECONOMIC OUTLOOK

Our forecast for stable to declining interest rates, steady economic growth and
low inflation should provide a favorable environment for the stock market.
During the next year, we will continue to use our research to identify new areas
of investment opportunity.


                                  [LINE GRAPH]

<TABLE>
<CAPTION>

Date        Growth of S&P/A  Growth of S&P/C  Aggr. Grow/A Load    Aggr. Grow/A No Load  Aggr. Grow/C
- ----        ---------------  ---------------  -----------------    --------------------  ------------
<S>             <C>              <C>               <C>                      <C>            <C>   
                $10,000          $10,000           $9,525                  $10,000        $10,000
 5/31/94        $10,079          $10,058           $9,449                   $9,920         $9,920
 6/30/94         $9,830           $9,809           $8,782                   $9,220         $9,210
 7/31/94        $10,155          $10,134           $8,830                   $9,270         $9,250
 8/31/94        $10,568          $10,546           $9,754                  $10,240        $10,220
 9/30/94        $10,313          $10,291           $9,649                  $10,130        $10,100
10/31/94        $10,549          $10,527          $10,020                  $10,520        $10,480
11/30/94        $10,162          $10,140           $9,544                  $10,020         $9,980
12/31/94        $10,310          $10,288           $9,430                   $9,900         $9,850
 1/31/95        $10,578          $10,556           $9,058                   $9,510         $9,460
 2/28/95        $10,989          $10,966           $9,411                   $9,880         $9,820
 3/31/95        $11,314          $11,290           $9,849                  $10,340        $10,280
 4/30/95        $11,646          $11,621           $9,906                  $10,400        $10,330
 5/31/95        $12,106          $12,081          $10,182                  $10,690        $10,610
 6/30/95        $12,391          $12,365          $10,849                  $11,390        $11,290
 7/31/95        $12,804          $12,777          $11,659                  $12,240        $12,130
 8/31/95        $12,838          $12,812          $11,678                  $12,260        $12,140
 9/30/95        $13,378          $13,350          $12,335                  $12,950        $12,820
10/31/95        $13,330          $13,302          $11,640                  $12,220        $12,080
11/30/95        $13,917          $13,888          $12,125                  $12,730        $12,580
12/31/95        $14,174          $14,145          $11,699                  $12,282        $12,132
 1/31/96        $14,663          $14,632          $11,639                  $12,220        $12,059
 2/29/96        $14,804          $14,773          $12,185                  $12,793        $12,622
 3/31/96        $14,945          $14,914          $12,979                  $12,511        $12,330
 4/30/96        $15,166          $15,134          $12,979                  $13,626        $13,425


</TABLE>


                                  TOTAL RETURNS

                     Class A Shares       Class B           Class C Shares
                 ---------------------    Shares        ---------------------
                                         ----------
                             Since         Since                    Since
                 1 Year     5/16/94 **   4/16/96 **     1 Year     5/20/94 **
                 ------     ----------   ----------     ------     ----------

Without          31.02%       17.13%        9.66%       29.96%       16.27%
Sales Charge
With Sales       24.80%*      14.26%*       5.66%***    25.96%***    14.49%***
Charge

The performance of separate classes will vary based on the differences in sales
loads and distribution fees paid by shareholders investing in the different
classes. Performance quoted represents past performance and is not indicative of
future results.

*   Total return includes the maximum 4.75% sales charge.
**  Commencement of operations.
*** Assumes redemption on April 30, 1996.

The Standard and Poor's 500 Index is an unmanaged, market value weighted index
of 500 widely held common stocks. The index includes industrial, utility,
financial and transportation stocks primarily, but not exclusively, traded on
the New York Stock Exchange. The S&P 500 represents approximately 77% of the
NYSE market capitalization. The index assumes that no operating expenses,
transaction fees or sales charges are incurred by a hypothetical investor who
directly owns the securities maintained in the index. In order to outperform the
index over any specific time frame, a fund must return to investors an amount
greater than that provided by the index plus total operating expenses.


VOYAGEUR GROWTH AND INCOME FUND


SEGALL, BRYANT & HAMILL INVESTMENT COUNSEL is sub-advisor to and has day-to-day
portfolio management responsibility for the Voyageur Growth and Income Fund.
Ralph M. Segall is the Portfolio Manager for the Voyageur Growth and Income
Fund.

* Past performance is no guarantee of future results. Investment return and
principal value will fluctuate.


Since the Fund's inception on September 7, 1995 until April 30, 1996 the
Voyageur Growth and Income Fund's total return at NAV was 12.64% for Class A
Shares compared to the S&P 500 performance of 17% for the same period.* The
reason for the Fund's lag in performance during this reporting period can be
pinpointed to the following: 1) the Fund's position in U.S. Treasury securities
and 2) its holdings in cash.

In the Voyageur Growth and Income Fund, a small portion of the Fund's total
assets -- up to 35% -- may be invested in debt securities, such as corporate and
government bonds. Currently, 12.4% of the Fund's total holdings are invested in
U.S. Treasury securities. These securities are an excellent source of income and
help increase income distributions in an environment of low dividend yields
(dividend divided by stock price = dividend yield). Although bond market returns
during 1996 have been disappointing, we believe U.S. Treasury securities offer
good potential in the declining interest rate environment we are forecasting.

On April 30, 1996, 16.8% of the Fund's total assets were in cash -- a position
that was a portfolio management decision. In the current soaring market, stocks
have been, for the most part, anything but cheap. This has caused us difficulty
in finding stocks that fit our Fund's investment guidelines at prices we were
willing to pay. We do anticipate reducing our cash holding during the course of
next year by adding to the Fund's equity investments.

A GROWTH IN INCOME APPROACH

Our philosophy for selecting stocks in the Voyageur Growth and Income Fund is to
invest in companies that we believe will achieve profitable growth. In order to
identify these companies, we search for companies that have demonstrated strong
or improving return on investment (ROI) over an extended period of time. ROI is
calculated by dividing total capital -- its common and preferred stock equity
plus its long-term funded debt -- into earnings before interest, taxes and
dividends. As a measure of a company's management, operational efficiency and
profitability, we believe companies with superior ROI will, over time,
demonstrate above average earnings and dividend growth, thereby leading to an
appreciation in their stock prices.

From these companies, we use our in-depth research and analysis to identify
companies that are committed to building long-tern shareholder value through the
effective use of corporate assets. Companies within your portfolio include such
common household names as Duracell, General Electric, General Motors and
Mitsubishi.

In addition to common stocks, we may also purchase convertible securities for
the Fund. Convertible securities in certain circumstances can offer the best of
stocks and bonds. Convertible securities are corporate debt issues where the
holders of the securities can -- at their option -- exchange for a set number of
common shares at a predetermined price. Since they are debt securities, they
offer investors regular income higher than generated by the common stock.
Because of their ability to be exchanged into common stock shares, they offer
investors a greater appreciation potential than regular bonds.

ECONOMIC OUTLOOK

We will continue to look for securities to add to the Fund's portfolios during
the upcoming year. Although our pace will be cautious given our concern over the
stock market's price valuation levels, our primary focus will be to search for
midcapitalization companies. During the next few years, we believe these
midcapitalization companies will see a boost in prices, as investors conclude
that largecapitalization stocks are fully valued relative to their growth
prospects.


                                  [LINE GRAPH]



<TABLE>
<CAPTION>

Date            S&P/A         S&P/B        G&I/Load    G&I/No Load    G&I/B
- ----            -----         -----        --------    -----------    -----
<S>           <C>            <C>          <C>            <C>          <C>      
              10000                        9,525.00      10,000.00
 9/30/95      10320.37288                  9,505.95       9,980.00
10/31/95      10283.94196                  9,420.23       9,890.00
11/30/95      10736.64109    10000         9,829.80      10,320.00    10,000.00
12/31/95      10935.16158    10017.75     10,232.87      10,743.17    10,075.19
 1/31/96      11311.76855    10362.76     10,261.50      10,773.23    10,093.98
 2/29/96      11420.47464    10462.34     10,309.23      10,823.34    10,140.98
 3/31/96      11529.88279    10562.57     10,461.96      10,983.69    10,291.35
 4/30/96      11699.71797    10718.16     10,729.24      11,264.29    10,535.71


</TABLE>


                                  TOTAL RETURNS

                             Class A Shares          Class B Shares
                             Since 9/7/95**         Since 12/28/95**
                             --------------         ----------------
Without Sales Charge             12.64%                   5.36%
With Sales Charge***              7.29%                   1.36%


The performance of separate classes will vary based on the differences in sales
loads and distribution fees paid by shareholders investing in the different
classes. Performance quoted represents past performance and is not indicative of
future results.

*   Total return includes the maximum 4.75% sales charge.
**  Commencement of operations.
*** Assumes redemption on April 30, 1996.

The Standard and Poor's 500 Index is an unmanaged, market value weighted index
of 500 widely held common stocks. The index includes industrial, utility,
financial and transportation stocks primarily, but not exclusively, traded on
the New York Stock Exchange. The S&P 500 represents approximately 77% of the
NYSE market capitalization. The index assumes that no operating expenses,
transaction fees or sales charges are incurred by a hypothetical investor who
directly owns the securities maintained in the index. In order to outperform the
index over any specific time frame, a fund must return to investors an amount
greater than that provided by the index plus total operating expenses.


VOYAGEUR GROWTH STOCK FUND


        [PHOTO]

James C. King is the Senior
Equity Portfolio Manager for
the Voyageur Growth Stock
Fund. Mr. King has managed
the Fund since January 1992,
and has nearly 30 years of
investment industry
experience.


*Past performance is no guarantee of future results. Investment return and
principal value will fluctuate.

For the fiscal year ended April 30, 1996, the Voyageur Growth Stock Fund's total
return at NAV was 25.00% for Class A Shares compared to the Wilshire Large Cap
Growth Index performance of 33.28% for the same period.* The Fund's performance
during its fiscal year is representative of its strategy -- dampening extreme
market moves in either direction in order to provide shareholders with more
consistent earnings and growth potential.

In order to provide consistent long-term results over business cycles, the Fund
invests in only the highest quality companies -- companies rated A+ or A by
Standard & Poor's. From the more than 250 A+ or A rated companies, we then
select no more than 30 companies. These high quality companies have
traditionally exhibited consistently superior earnings and long-term growth
potential.

Since we want to participate in long-term earnings and dividend growth, the Fund
purchases companies that our research indicates are at the low end of their
historical price valuation and hold them until they reach their highs. We
typically hold positions in the Fund for approximately three to five years
resulting in a low turnover rate in the Fund.

MIXED MARKET MESSAGES

The Fund performed favorably for most of its fiscal year amid heightened
investor perception that a recession was on its way. The reason for this was
that largecapitalization stocks, such as the ones held in your Fund,
outperformed the small-capitalization stocks as investors looked for ways to
reduce their risk. In the large-capitalization stocks, health care and food
companies -- two areas emphasized in the Fund -- also performed extremely well.

After the release of a stronger-thenexpected March employment report dispelled
recession fears, small capitalization stocks took the lead in the markets with
consumer cyclical and technology stocks now the front runners. Consumer cyclical
and technology stocks are two areas that the Fund has traditionally
underweighted. Companies within these areas have not, for the most part, proven
to be consistently strong earnings generators. Instead, they tend to be more
cyclical -- following economic ups and downs.

BUYING LOW, SELLING HIGH: MAINTAINING A DEFENSIVE STRATEGY

Currently, we are escalating our defensive position in the Fund in an attempt to
avoid being caught in a market downturn. In order to do this, we lower the
Fund's overall price per earnings (P/E) ratio -- a ratio that is calculated by
dividing a stock's current price by its trailing 12 months' earnings per share.

In order to lower the Fund's overall P/E, we sell companies that our research
shows have reached the high end of their historical price valuations. We then
replace them with companies that are temporarily out of favor and selling at
historical lows, but which have demonstrated an ability to survive down markets
without any major earnings swings.

One good example of this strategy is our past and current positions in Wal-Mart.
In 1993, we sold Wal-Mart when it reached the high end of its price valuation at
$34 per share and was trading at 38 times earnings. In December 1995, we
purchased WalMart stock once again, when it was selling at $23 per share and
trading at 19 times earnings.

The reason for this drop in stock prices was due to investor concerns about the
weak retail market and Wal-Mart's growth potential. We believe these concerns
are temporary and expect to see strong retailers to survive. By investing in
Wal-Mart at its price low, we limit the Fund's downside risk and believe our
shareholders will be rewarded. In our opinion, Wal-Mart is a company with a
strong balance sheet and strong long-term earnings prospects. Its management and
established inventory and distribution systems are among the best in the world.

AVOIDING A CRYSTAL BALL APPROACH TO INVESTING

We firmly believe adherence to quality investing will be rewarded over the long
term, a point well illustrated by the Fund's historical performance. By
maintaining a highly disciplined investment approach, we avoid having to make
bets on what will happen next in an almost unpredictable economic and market
environment. Instead, we choose to invest in high-quality companies that tend to
provide consistent earnings streams through the many different market cycles.



                                  [LINE GRAPH]


<TABLE>
<CAPTION>

Date       Wilshire/A  Wilshire/B  Wilshire/C  Growth/A Load  Growth A/No Load   Growth B     Growth C
- ----       ----------  ----------  ----------  -------------  ----------------   --------     --------
<S>         <C>        <C>         <C>          <C>               <C>           <C>           <C>      
            $10,000                              9,525.00         10,000.00
 8/31/85     $9,898                              9,576.12         10,053.67
 9/30/85     $9,536                              9,614.23         10,093.68
10/31/85     $9,951                              9,747.63         10,233.73
11/30/85    $10,763                             10,147.25         10,653.29
12/31/85    $11,313                             10,501.45         11,025.15
 1/31/86    $11,326                             10,937.30         11,482.73
 2/28/86    $12,147                             11,679.96         12,262.43
 3/31/86    $12,876                             12,499.78         13,123.13
 4/30/86    $12,882                             12,885.57         13,528.16
 5/31/86    $13,604                             13,801.84         14,490.12
 6/30/86    $13,884                             14,387.50         15,104.99
 7/31/86    $13,023                             13,156.22         13,812.31
 8/31/86    $13,671                             13,902.75         14,596.06
 9/30/86    $12,268                             12,816.90         13,456.06
10/31/86    $13,110                             13,834.88         14,524.81
11/30/86    $13,368                             13,708.84         14,392.49
12/31/86    $13,062                             14,057.87         14,758.92
 1/31/87    $14,922                             15,909.63         16,703.02
 2/28/87    $15,862                             15,929.02         16,723.38
 3/31/87    $16,077                             17,053.65         17,904.09
 4/30/87    $15,663                             16,927.61         17,771.77
 5/31/87    $15,816                             17,228.16         18,087.31
 6/30/87    $16,737                             17,732.30         18,616.59
 7/31/87    $17,579                             17,974.68         18,871.06
 8/31/87    $18,419                             18,915.10         19,858.38
 9/30/87    $17,944                             18,604.86         19,532.66
10/31/87    $13,822                             14,348.72         15,064.27
11/30/87    $12,603                             13,340.43         14,005.70
12/31/87    $13,680                             15,159.75         15,915.75
 1/31/88    $14,148                             14,940.77         15,685.85
 2/29/88    $15,001                             15,607.68         16,386.01
 3/31/88    $14,529                             15,717.17         16,500.97
 4/30/88    $14,468                             16,025.74         16,824.92
 5/31/88    $14,401                             15,587.77         16,365.11
 6/30/88    $15,144                             16,613.02         17,441.49
 7/31/88    $15,023                             16,165.09         16,971.23
 8/31/88    $14,609                             15,538.00         16,312.86
 9/30/88    $15,475                             16,314.40         17,127.98
10/31/88    $15,722                             16,254.68         17,065.28
11/30/88    $15,432                             15,786.85         16,574.12
12/31/88    $15,760                             16,770.39         17,606.71
 1/31/89    $16,800                             17,709.85         18,593.02
 2/28/89    $16,399                             17,479.98         18,351.69
 3/31/89    $16,940                             17,959.71         18,855.34
 4/30/89    $17,909                             19,378.89         20,345.30
 5/31/89    $18,903                             20,078.49         21,079.78
 6/30/89    $18,733                             19,169.02         20,124.95
 7/31/89    $20,814                             20,218.41         21,226.68
 8/31/89    $21,016                             20,948.00         21,992.65
 9/30/89    $20,972                             21,747.54         22,832.06
10/31/89    $20,645                             21,277.81         22,338.90
11/30/89    $21,089                             21,817.50         22,905.51
12/31/89    $21,310                             21,660.59         22,740.77
 1/31/90    $19,731                             19,790.30         20,777.21
 2/28/90    $19,774                             20,562.33         21,587.75
 3/31/90    $20,577                             21,356.12         22,421.12
 4/30/90    $20,297                             20,497.09         21,519.26
 5/31/90    $22,528                             23,091.23         24,242.76
 6/30/90    $22,762                             23,539.84         24,713.74
 7/31/90    $22,496                             21,934.31         23,028.15
 8/31/90    $20,312                             19,490.61         20,462.58
 9/30/90    $18,957                             18,310.07         19,223.17
10/31/90    $18,843                             18,073.97         18,975.29
11/30/90    $20,415                             19,396.16         20,363.43
12/31/90    $21,382                             20,222.54         21,231.01
 1/31/91    $22,836                             21,574.96         22,650.88
 2/28/91    $24,759                             23,667.39         24,847.65
 3/31/91    $25,853                             24,739.12         25,972.83
 4/30/91    $25,797                             24,700.84         25,932.64
 5/31/91    $27,068                             26,295.68         27,607.01
 6/30/91    $25,772                             25,274.98         26,535.41
 7/31/91    $27,102                             26,946.37         28,290.15
 8/31/91    $28,113                             28,132.93         29,535.88
 9/30/91    $27,446                             27,928.79         29,321.56
10/31/91    $27,740                             29,153.63         30,607.48
11/30/91    $27,260                             28,247.76         29,656.44
12/31/91    $31,352                             31,943.09         33,536.06
 1/31/92    $30,834                             30,863.76         32,402.90
 2/29/92    $31,121                             30,902.31         32,443.37
 3/31/92    $30,296                             30,336.94         31,849.81
 4/30/92    $30,369                             30,593.93         32,119.61
 5/31/92    $30,548                             30,592.92         32,118.55
 6/30/92    $29,681                             30,331.74         31,844.35
 7/31/92    $30,883                             31,115.28         32,666.96
 8/31/92    $30,481                             30,679.98         32,209.95
 9/30/92    $30,997                             31,324.23         32,886.33
10/31/92    $31,616                             32,020.71         33,617.54
11/30/92    $33,014                             33,570.38         35,244.49
12/31/92    $33,212                             33,792.81         35,478.02
 1/31/93    $32,860                             33,147.65         35,056.97
 2/28/93    $32,370                             32,851.22         34,489.47
 3/31/93    $32,785                             32,920.97         34,562.69
 4/30/93    $30,952                             31,055.21         32,603.90
 5/31/93    $32,085                             31,770.13         33,354.46
 6/30/93    $31,671                             30,968.03         32,512.36
 7/31/93    $30,803                             30,636.73         32,164.54
 8/31/93    $31,924                             31,526.01         33,098.17
 9/30/93    $31,717                             31,334.20         32,896.80
10/31/93    $32,589                             31,857.31         33,446.00
11/30/93    $32,697                             32,188.61         33,793.82
12/31/93    $33,033                             32,198.74         33,804.46
 1/31/94    $33,694                             32,657.47         34,286.05
 2/28/94    $33,344                             31,845.88         33,434.00
 3/31/94    $31,770                             30,628.50         32,155.91
 4/30/94    $32,014                             30,893.15         32,433.75
 5/31/94    $32,421                             31,228.37         32,785.69
 6/30/94    $31,377                             30,205.07         31,711.36
 7/31/94    $32,284                             30,857.86         32,396.71
 8/31/94    $34,089                             32,022.31         33,619.23
 9/30/94    $33,478                             31,598.88         33,174.67
10/31/94    $34,422                             32,163.46         33,767.41
11/30/94    $33,576                             31,510.66         33,082.06
12/31/94    $34,016                             32,126.67         33,728.79
 1/31/95    $34,982                             33,434.26         35,101.58
 2/28/95    $36,251                             34,560.23         36,283.71
 3/31/95    $37,310                             35,322.99         37,084.51
 4/30/95    $38,149                             36,158.39         37,961.57
 5/31/95    $39,626                             37,502.30         39,372.50
 6/30/95    $41,183                             38,028.97         39,925.43
 7/31/95    $42,447                             39,118.62         41,069.42
 8/31/95    $42,549    $10,000                  38,700.92         40,630.89     10,000.00
 9/30/95    $44,907    $10,403     $10,000      40,462.53         42,480.35     10,286.51     10,000.00
10/31/95    $45,198    $10,471     $10,015      40,571.50         42,594.75     10,304.99      9,928.89
11/30/95    $46,943    $10,875     $10,401      41,860.92         43,948.48     10,628.47     10,240.00
12/31/95    $46,901    $10,865     $10,392      42,447.92         44,564.74     10,772.40     10,380.91
 1/31/96    $48,692    $11,280     $10,789      43,135.64         45,286.76     10,938.65     10,540.90
 2/29/96    $49,496    $11,467     $10,967      44,358.27         46,570.36     11,241.83     10,837.37
 3/31/96    $49,659    $11,504     $11,003      44,683.02         46,911.31     11,315.17     10,907.95
 4/30/96    $50,841    $11,778     $11,265      45,198.82         47,452.83     11,437.42     11,025.60


</TABLE>


                                  Total Returns

                         Class A Shares          Class B Shares  Class C Shares
                 -------------------------------    ---------      ----------
                                         Since        Since          Since
                 1 Year     5 Year      8/1/85**     9/8/95**      10/24/95**
                 ------     ------      --------     --------      ----------

Without Sales    25.00%     12.85%       15.59%       14.37%           9.72%
Charge
With Sales      19.06%*     11.75%*      15.06%*      10.37***         5.72%***
Charge


Performance quoted represents past performance and is not indicative of future
results.

*   Average annual total returns include the maximum 4.75% sales charge.
**  Commencement of operations.
*** Assumes redemption on April 30, 1996.

The Wilshire Large Company Growth Index includes equity securities that fit the
"growth stock" characteristics established from the largest 750 stocks in the
Wilshire 5000 Index. These companies have market capitalization of at least $725
million and account for 99 percent of the total market capitalization of the
Wilshire 5000. The index assumes that no operating expenses, transaction fees or
sales charges are incurred by a hypothetical investor who directly owns the
securities maintained in the index. In order to outperform the index over any
specific time frame, a fund must return to investors an amount greater than that
provided by the index plus total operating expenses.


VOYAGEUR INTERNATIONAL EQUITY FUND


MURRAY JOHNSTONE INTERNATIONAL, LTD., is sub-advisor to and has day-to-day
portfolio management responsibility for the Voyageur International Equity Fund.
Murray Johnstone International, an international money manager since 1907, is
based in Glasgow, Scotland.

* Past performance is no guarantee of future results. Investment return and
principal value will fluctuate.


For the fiscal year ended April 30, 1996, the Voyageur International Equity
Fund's total return at NAV was 10.74% compared to the EAFE performance of
11.7% for the same period.*

The thrust of our investment strategy during the Fund's fiscal year was to trim
back the Fund's exposure in the European markets. We increased our assets in
investments in Japan and the Far East, regions that our research identified as
demonstrating higher growth potential. We continued this theme in our individual
investments in Europe. We turned away from the core markets of the Netherlands
and Germany toward the peripheral markets of Italy and Spain, countries where we
were seeing signs of stronger economic growth.

SLOWING DOWN THE ECONOMIC PACE

Throughout the year, equity markets on both sides of the Atlantic continued to
respond to moderating economic growth. The increase in U.S. interest rates
during 1994 slowed economic activity in 1995, causing a decrease in housing
starts and weaker auto sales. As the year progressed, inventories began to
accumulate, resulting in the disappointing 0.5% December growth rate for the
U.S. Gross Domestic Product.

This weaker demand in the United States coincided with the slowdown in
continental Europe, where manufacturing stalled under the pressure of high real
interest rates and overvalued exchange rates. In other regions, with the
exception of Japan, the story was the same: growth was slowing, inflation was
flat to down and interest rates were falling.

The Search for Higher Returns Against this backdrop, cash flowed into the
financial markets as investors began to search for higher returns. Through most
of 1995, the U.S. mutual fund industry saw a substantial increase in cash
inflows as it became the primary haven for most investors. However late in 1995,
U.S. funds began to diversify their assets into international markets, leading
to impressive rises particularly in the Far East, where the Fund is
overweighted.

The Fund also benefitted from its overweighting in Italy. The markets applauded
the results of the early 1996 Italian election, which placed the power in a
government expected to further improve economic stability. Telecom Italia
Mobilia (TIM) and the textile company, Mazotto & Figli, contributed to the
Fund's excellent performance. Positioned to benefit from the rapid growth of the
Italian cellular phone network, TIM is a large, liquid stock, attractive to
foreign investors seeking exposure to the market. Mazotta & Figli is a supplier
to clothing manufacturer Hugo Boss. After an extensive restructuring that
included replacing management, Hugo Boss's sales finally turned around,
increasing the company's demand on its supplier.

ON THE ROAD TO RECOVERY

Following several years of recession, the Japanese economy began to respond to
the easier monetary and fiscal environment in 1995. This improvement in the
economy signaled a rise in corporate profits across a broad spectrum of domestic
and export-oriented industries. In September, the recovery gained speed when the
yen retreated to a 100-yen position against the dollar after the settlement of a
trade dispute with the United States. The combination of these factors led to
heavy international buying of Japanese stocks, causing a 4.2% advanced in
dollars during the year.

Latin American markets were slow to regain their composure after the devaluation
of the Mexican peso in late 1994. However, we believed expectations for the
region were low and thought it was clear that positive inflation and GDP
surprises were on their way. As we expected, the markets began to reflect the
more optimistic outlook in the beginning of 1996.

With stability returning to the Latin American markets we increased the Fund's
exposure to Mexico and Argentina. In the case of Mexico, the move proved to be
premature since the peso's weakness throughout 1995 unfortunately offset any
stock market recovery in the local currency. The strongest surge in Mexico came
in January 1996, in response to cash flows back into the region. In Argentina,
however, authorities were able to maintain stability in both the inflation and
the exchange rates, allowing a strong performance in its stock market.

ECONOMIC OUTLOOK

We believe the continuation of low growth and low inflation forecasted for the
remainder of 1996 should create a positive environment for the equity markets.
As investors begin to seek ways to diversify their portfolios, we expect to see
liquidity -- the principal force behind the 1995 U.S. market rise -- to favor
the international markets, although at a much more modest rate than in 1995.

Effective May 14, 1996, the Fund's Board of Directors approved Voyageur
International Asset Management as sub-advisor replacing Murray Johnstone
International. Murray Johnstone will continue to act as the Fund's sub-advisor
until such time as sub-advisory arrangements with Voyageur International are
approved by Fund shareholders at a meeting to be called by the Board of
Directors.


                                  [LINE GRAPH]


<TABLE>
<CAPTION>

               EAFE/A   EAFE/B     EAFE/C    Int'l A/Load  Int'l A/No Load    Int'l B       Int'l C
               ------   ------     ------    ------------  ---------------    -------       -------
<S>           <C>       <C>        <C>         <C>            <C>           <C>             <C>     
              $10,000              $10,000     9,525.00       10,000.00                    10,000.00
 5/31/94       $9,972               $9,980     9,372.60        9,840.00                     9,829.83
 6/30/94      $10,113              $10,121     9,201.15        9,660.00                     9,639.64
 7/31/94      $10,210              $10,218     9,372.60        9,840.00                     9,809.81
 8/31/94      $10,452              $10,460     9,648.83       10,130.00                    10,100.10
 9/30/94      $10,123              $10,130     9,429.75        9,900.00                     9,879.88
10/31/94      $10,460              $10,468     9,505.95        9,980.00                     9,949.95
11/30/94       $9,957               $9,965     8,982.08        9,430.00                     9,379.38
12/31/94      $10,020              $10,027     8,667.75        9,100.00                     9,049.05
 1/31/95       $9,635               $9,642     8,324.85        8,740.00                     8,678.68
 2/28/95       $9,607               $9,614     8,315.33        8,730.00                     8,658.66
 3/31/95      $10,206              $10,214     8,715.38        9,150.00                     9,089.09
 4/30/95      $10,590              $10,598     8,972.55        9,420.00                     9,369.37
 5/31/95      $10,464              $10,472     9,067.80        9,520.00                     9,459.46
 6/30/95      $10,280              $10,288     8,934.45        9,380.00                     9,319.32
 7/31/95      $10,920              $10,929     9,286.88        9,750.00                     9,679.68
 8/31/95      $10,504              $10,512     8,991.60        9,440.00                     9,369.37
 9/30/95      $10,709              $10,717     9,067.80        9,520.00                     9,439.44
10/31/95      $10,421              $10,429     8,858.25        9,300.00                     9,219.22
11/30/95      $10,711              $10,719     9,105.90        9,560.00                     9,469.47
12/31/95      $11,143   $10,000    $11,151     9,458.65        9,930.35     10,000.00       9,829.83
 1/31/96      $11,189   $10,020    $11,197     9,601.82       10,080.65     10,090.27       9,969.97
 2/29/96      $11,226   $10,054    $11,235     9,573.19       10,050.59     10,060.18       9,929.93
 3/31/96      $11,465   $10,267    $11,473     9,697.27       10,180.86     10,180.54      10,060.06
 4/30/96      $11,798   $10,566    $11,807     9,935.88       10,431.37     10,431.29      10,300.30


</TABLE>


                                  TOTAL RETURNS

                    Class A Shares       Class B Shares       Class C Shares
                  -------------------    --------------    --------------------
                              Since          Since                      Since
                  1 Year    5/16/94**      1/16/96**       1 Year     5/20/94**
                  ------    ---------      ---------       ------     ---------
Without Sales     10.74%      2.17%          4.31%         9.94%        1.53%
Charge
With Sales        5.48%      (0.33)%         0.31%         5.94%       (0.51)%
Charge***


The performance of separate classes will vary based on the differences in sales
loads and distribution fees paid by shareholders investing in the different
classes. Performance quoted represents past performance and is not indicative of
future results.

*   Total return includes the maximum 4.75% sales charge.
**  Commencement of operations.
*** Assumes redemption on April 30, 1996.

The Morgan Stanley EAFE Index is an unmanaged index of approximately 1,000
stocks representing the markets of 18 countries in Europe, Australia, New
Zealand and the Far East. The index is in U.S. dollars with net dividends. The
index assumes no operating expenses, transactions fees or sales charges are
incurred by a hypothetical investor who directly owns the securities maintained
in the index. In order to outperform the index over any specific time frame, a
fund must return to investors an amount greater than that provided by the index
plus total operating expenses.

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Voyageur Mutual Funds III, Inc.

     We have  audited the  accompanying  statements  of assets and  liabilities,
including the schedules of  investments in  securities,  of Voyageur  Aggressive
Growth Fund,  Voyageur  Growth and Income Fund,  Voyageur  Growth Stock Fund and
Voyageur  International  Equity Fund (funds  within  Voyageur  Mutual Funds III,
Inc.) as of April 30, 1996,  and the related  statements of  operations  for the
year then ended (period from September 7, 1995,  commencement of operations,  to
April 30, 1996 for Voyageur  Growth and Income Fund),  the statements of changes
in net assets for each of the years in the two-year  period ended April 30, 1996
for Voyageur  Growth  Stock Fund,  year ended April 30, 1996 and the period from
May 16,  1994,  commencement  of  operations,  to April  30,  1995 for  Voyageur
Aggressive Growth Fund and Voyageur  International  Equity Fund, and period from
September 7, 1995 to April 30, 1996 for Voyageur  Growth and Income Fund and the
financial  highlights  for the  periods  presented  in note 5.  These  financial
statements  and  the  financial   highlights  are  the  responsibility  of  Fund
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and the financial highlights based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and  disclosures  in the  financial  statements  and the  financial
highlights.  Investment  securities  held in custody are  confirmed to us by the
custodian. As to securities purchased and sold but not received or delivered, we
request confirmations from brokers, and where replies are not received, we carry
out other appropriate auditing procedures.  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 referred to above present fairly,
in all material respects,  the financial position of Voyageur  Aggressive Growth
Fund,  Voyageur Growth and Income Fund,  Voyageur Growth Stock Fund and Voyageur
International  Equity  Fund,  at  April  30,  1996  and  the  results  of  their
operations,  changes in their net assets and the  financial  highlights  for the
periods  stated in the first  paragraph  above,  in  conformity  with  generally
accepted accounting principles.

                                        KPMG Peat Marwick LLP

Minneapolis, Minnesota
June 14, 1996

<TABLE>
<CAPTION>
THE VOYAGEUR FUNDS
STATEMENTS OF ASSETS AND LIABILITIES                                                            APRIL 30, 1996
- --------------------------------------------------------------------------------------------------------------
                                                                                VOYAGEUR            VOYAGEUR
                                                                               AGGRESSIVE          GROWTH AND
                                                                               GROWTH FUND         INCOME FUND
                                                                               -----------         -----------
     ASSETS
<S>                                                                           <C>                 <C>       
Investments in securities, at market value (note 1)
   (identified costs: $3,335,886, $2,906,106, $22,256,741 and
     $2,365,800, respectively).............................................   $4,316,778          $3,208,478
Cash in bank on demand deposit (including foreign currency of
   $6,288 for the International Equity Fund)...............................       43,390             672,213
Dividends and interest receivable..........................................        1,897              13,006
Receivable for investment securities sold..................................      116,350              49,019
Receivable for Fund shares sold............................................           --              28,581
Organizational costs (note 1)..............................................       14,957              27,651
                                                                              ----------          ----------
   Total assets............................................................    4,493,372           3,998,948
                                                                              ----------          ----------
       LIABILITIES
Payable for investment securities purchased................................           --              10,000
Payable for fund shares redeemed...........................................           --                  --
Accrued expenses...........................................................        9,020              15,392
                                                                              ----------          ----------
   Total liabilities.......................................................        9,020              25,392
                                                                              ----------          ----------
NET ASSETS APPLICABLE TO OUTSTANDING CAPITAL STOCK.........................   $4,484,352          $3,973,556
                                                                              ==========          ==========
Represented by:
   Capital Stock -  $.01 par value (note 1)................................   $    3,430          $    3,535
   Additional paid-in capital..............................................    3,555,933           3,584,725
   Undistributed net investment income.....................................        4,223               4,494
   Accumulated net realized gain (loss) on investments and
     foreign currency transactions.........................................      (60,126)             78,430
   Unrealized appreciation on investments and translation of
     assets and liabilities in foreign currencies..........................      980,892             302,372
                                                                              ----------          ----------
     TOTAL NET ASSETS......................................................   $4,484,352          $3,973,556
                                                                              ==========          ==========
Net assets applicable to outstanding Class A shares........................   $4,334,167          $3,962,412
                                                                              ==========          ==========
Net assets applicable to outstanding Class B shares........................         $328             $11,144
                                                                                    ====             =======
Net assets applicable to outstanding Class C shares........................     $149,857                 N/A
                                                                                ========
SHARES OUTSTANDING AND NET ASSET VALUE PER SHARE
   Class A - Shares of capital stock outstanding: 331,381; 352,525;
     1,223,980 and 268,131, respectively (note 4)..........................       $13.08              $11.24
                                                                                  ======              ======
   Class B - Shares of capital stock outstanding: 25; 994;
     19,405 and 2,287, respectively (note 4)...............................       $13.06              $11.21
                                                                                  ======              ======
   Class C - Shares of capital stock outstanding: 11,633; N/A;
     4,443 and 2,850, respectively (note 4)................................       $12.88                 N/A
                                                                                  ======

See accompanying notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>

THE VOYAGEUR FUNDS
STATEMENTS OF ASSETS AND LIABILITIES                                                                 APRIL 30, 1996
- -------------------------------------------------------------------------------------------------------------------
                                                                                     VOYAGEUR            VOYAGEUR
                                                                                     GROWTH           INTERNATIONAL
                                                                                   STOCK FUND          EQUITY FUND
                                                                                   ----------          -----------
     ASSETS
<S>                                                                               <C>                  <C>       
Investments in securities, at market value (note 1)          
   (identified costs: $3,335,886, $2,906,106, $22,256,741 and
     $2,365,800, respectively).............................................       $28,714,250          $2,563,690
Cash in bank on demand deposit (including foreign currency of                       1,462,760             279,008
   $6,288 for the International Equity Fund)...............................            28,480              12,003
Dividends and interest receivable..........................................                --                  --
Receivable for investment securities sold..................................                --                  --
Receivable for Fund shares sold............................................                --              22,001
Organizational costs (note 1)..............................................       -----------          ----------
                                                                                   30,205,490           2,876,702
   Total assets............................................................       -----------          ----------
                                                                            
       LIABILITIES                                                          
Payable for investment securities purchased................................           662,770              17,274
Payable for fund shares redeemed...........................................               892                  --
Accrued expenses...........................................................            27,313              13,948
                                                                                  -----------          ----------
   Total liabilities.......................................................           690,975              31,222
                                                                                  -----------          ----------
NET ASSETS APPLICABLE TO OUTSTANDING CAPITAL STOCK.........................       $29,514,515          $2,845,480
                                                                                  ===========          ==========
Represented by:                                                             
   Capital Stock -  $.01 par value (note 1)................................ 
   Additional paid-in capital..............................................        $   12,478           $   2,733
   Undistributed net investment income.....................................        22,126,690           2,643,439
   Accumulated net realized gain (loss) on investments and                              7,841               6,212
     foreign currency transactions......................................... 
   Unrealized appreciation on investments and translation of                          909,997              (4,609)
     assets and liabilities in foreign currencies.......................... 
                                                                                    6,457,509             197,705
     TOTAL NET ASSETS......................................................       -----------          ----------
                                                                            
Net assets applicable to outstanding Class A shares........................       $29,514,515          $2,845,480
                                                                                  ===========          ==========
Net assets applicable to outstanding Class B shares........................ 
                                                                                  $28,956,425          $2,792,376
Net assets applicable to outstanding Class C shares........................       ===========          ==========
                                                                                     $453,968             $23,777
SHARES OUTSTANDING AND NET ASSET VALUE PER SHARE                                     ========             =======
   Class A - Shares of capital stock outstanding: 331,381; 352,525;                  $104,122             $29,327
     1,223,980 and 268,131, respectively (note 4)..........................          ========             =======
                                                                            
   Class B - Shares of capital stock outstanding: 25; 994;                             $23.66              $10.41
     19,405 and 2,287, respectively (note 4)...............................            ======              ======
                                                                            
   Class C - Shares of capital stock outstanding: 11,633; N/A;                         $23.39              $10.40
     4,443 and 2,850, respectively (note 4)................................            ======              ======
                                                                            
                                                                                       $23.43              $10.29
See accompanying notes to financial statements.                                        ======              ======

                                                                            
</TABLE>

<TABLE>
<CAPTION>
THE VOYAGEUR FUNDS
STATEMENTS OF OPERATIONS                                                                        APRIL 30, 1996
- --------------------------------------------------------------------------------------------------------------
                                                                                VOYAGEUR            VOYAGEUR
                                                                               AGGRESSIVE          GROWTH AND
                                                                               GROWTH FUND        INCOME FUND*
                                                                               -----------        ------------
<S>                                                                             <C>                 <C>     
Investment income:
   Dividends (net of foreign taxes withheld of $6,541
     for the International Equity Fund)....................................     $ 25,662            $ 22,356
   Interest................................................................           --             17,974
                                                                                --------            --------
     Total investment income...............................................       25,662              40,330
                                                                                --------            --------
Expenses (note 2):
   Investment advisory and management fee..................................       34,256              14,256
   Dividend disbursing, administrative and accounting services fees........       20,406              16,750
   Distribution fee - Class A..............................................        8,033               4,743
   Distribution fee - Class B..............................................           --                  36
   Distribution fee - Class C..............................................        1,417                 N/A
   Printing, postage and supplies..........................................          410               1,012
   Legal fees..............................................................        1,010               1,859
   Custodian fees..........................................................        9,243               4,932
   Compensation of directors...............................................          211                 205
   Audit and accounting fees...............................................        6,465               6,253
   Registration fees.......................................................       11,301               7,920
   Amortization of organizational costs....................................        2,170               4,254
   Other expenses..........................................................          153                 562
                                                                                --------            --------
     Total expenses........................................................       95,075              62,782
Less (note 2):
   Expenses waived or absorbed.............................................      (25,000)            (25,000)
   Earnings credits on uninvested cash.....................................       (9,243)             (4,391)
                                                                                --------            --------
     Total net expenses....................................................       60,832              33,391
                                                                                --------            --------
     Investment income (loss) - net........................................      (35,170)              6,939
                                                                                --------            --------
Realized and unrealized gain (loss) on investments and foreign currency - net:
     Net realized gain (loss) from:
       Investments ........................................................      217,654              78,430
       Foreign currency transactions.......................................           --                  --
     Net increase (decrease) in unrealized appreciation on:
       Investments.........................................................      716,738             302,372
       Translation of other assets and liabilities in foreign currencies...           --                  --
                                                                                --------            --------
     Net gain on investments and foreign currency..........................      934,392             380,802
                                                                                --------            --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.......................     $899,222            $387,741
                                                                                ========            ========

* Period from September 7, 1995 (commencement of operations) to April 30, 1996.

See accompanying notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>
THE VOYAGEUR FUNDS
STATEMENT OF OPERATIONS                                                                         PERIOD ENDED APRIL 30, 1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             VOYAGEUR           VOYAGEUR
                                                                                             GROWTH           INTERNATIONAL
                                                                                           STOCK FUND         EQUITY FUND
                                                                                           ----------         -----------
<S>                                                                                          <C>                 <C>     
Investment income: 
   Dividends (net of foreign taxes withheld of $6,541                          
     for the International Equity Fund)....................................                  $  532,590          $ 48,276
   Interest................................................................                       8,787                --
                                                                                             ----------          --------
     Total investment income...............................................                     541,377            48,276
                                                                                             ----------          --------
Expenses (note 2):                                                             
   Investment advisory and management fee..................................    
   Dividend disbursing, administrative and accounting services fees........                     222,957            23,307
   Distribution fee - Class A..............................................                      79,034            50,336
   Distribution fee - Class B..............................................                     112,282             5,720
   Distribution fee - Class C..............................................                       1,442                66
   Printing, postage and supplies..........................................                         281               239
   Legal fees..............................................................                       9,593               553
   Custodian fees..........................................................                       9,065               519
   Compensation of directors...............................................                      15,998            16,986
   Audit and accounting fees...............................................                       1,657               127
   Registration fees.......................................................                      14,686             8,042
   Amortization of organizational costs....................................                      20,135            17,004
   Other expenses..........................................................                          --             3,192
                                                                                                    303               146
     Total expenses........................................................                  ----------          --------
Less (note 2):                                                                                  487,433           126,237
   Expenses waived or absorbed.............................................    
   Earnings credits on uninvested cash.....................................                     (25,000)          (70,000)
                                                                                                (13,734)           (9,424)
     Total net expenses....................................................                  ----------          --------
                                                                                                448,699            46,813
     Investment income (loss) - net........................................                  ----------          --------
                                                                                                 92,678             1,463
Realized and unrealized gain (loss) on investments and foreign currency - net:               ----------          --------
     Net realized gain (loss) from:                                            
       Investments ........................................................    
       Foreign currency transactions.......................................    
     Net increase (decrease) in unrealized appreciation on:                    
       Investments.........................................................                   2,164,698            56,165
       Translation of other assets and liabilities in foreign currencies...                          --              (870)
                                                                           
     Net gain on investments and foreign currency..........................                   3,458,567           197,300
                                                                                                     --              (466)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.......................                  ----------          --------
                                                                               
                                                                                              5,623,265           252,129
* Period from September 7, 1995 (commencement of operations) to April 30, 1996.              ----------          --------
                                                                               
See accompanying notes to financial statements.                                              $5,715,943          $253,592
                                                                                             ==========          ========

See accompanying notes to financial statements.

</TABLE>

<TABLE>
<CAPTION>
THE VOYAGEUR FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------------------------------------------
                                                                    VOYAGEUR AGGRESSIVE     VOYAGEUR GROWTH AND
                                                                     GROWTH FUND                 INCOME FUND
                                                                     -----------                 -----------
                                                                 YEAR          PERIOD FROM      PERIOD FROM
                                                                 ENDED       MAY 16, 1994*   SEPTEMBER 7, 1995*
                                                               APRIL 30,     TO APRIL 30,        TO APRIL 30,
                                                                 1996          1995                 1996
                                                                 ----          ----                 ----
Operations:
<S>                                                           <C>             <C>                <C>       
   Investment income gain (loss) - net.....................   $  (35,170)     $  (19,985)        $    6,939
   Realized gain (loss) on investments - net...............      217,654        (123,173)            78,430
   Net change in unrealized appreciation or depreciation
     on investments........................................      716,738         264,154            302,372
                                                              ----------      ----------         ----------
   Net increase in net assets resulting from operations....      899,222         120,996            387,741
                                                              ----------      ----------         ----------
Distributions to shareholders from:
   Investment income - net:
     Class A...............................................           --              --             (6,699)
   Net realized gain on investments:
     Class A...............................................     (116,580)             --                 --
     Class C...............................................       (4,669)             --                N/A
   Return of capital:
     Class A...............................................      (24,621)             --                --
     Class C...............................................         (987)             --               N/A
                                                              ----------      ----------         ----------
       Total distributions.................................     (146,857)               --           (6,699)
                                                              ----------      ----------         ----------

Capital share transactions (note 4): 
  Proceeds from sale of shares (note 2):
     Class A...............................................    1,916,283       3,249,711          3,798,090
     Class B...............................................          310             N/A             10,581
     Class C...............................................       14,350         124,305                N/A
   Net asset value of shares issued in reinvestment of
     net investment income, net realized gain and return of
       capital distributions:
         Class A...........................................      138,626              --              6,288
         Class B...........................................           --             N/A                 --
         Class C...........................................        5,488              --                N/A
   Payments for redemption of shares:
     Class A...............................................     (631,277)     (1,176,908)          (222,445)
     Class B...............................................          (26)            N/A                 --
     Class C (note 2)......................................      (28,787)         (1,084)               N/A
                                                              ----------      ----------         ----------
   Increase in net assets from capital share transactions..    1,414,967       2,196,024          3,592,514
                                                              ----------      ----------         ----------
     Total increase in net assets..........................    2,167,332       2,317,020          3,973,556
Net assets at beginning of period..........................    2,317,020              --                 --
                                                              ----------      ----------         ----------
Net assets at end of period (including undistributed net
   investment income of $4,223, $2,815,
     and $4,494, respectively).............................   $4,484,352      $2,317,020         $3,973,556
                                                              ==========      ==========         ==========

- -----------------------------------------
*  Commencement of operations

See accompanying notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>
THE VOYAGEUR FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
- -------------------------------------------------------------------------------------------------------------------
                                                             VOYAGEUR GROWTH            VOYAGEUR INTERNATIONAL
                                                                STOCK FUND                   EQUITY FUND
                                                                ----------                   -----------
                                                            YEAR          YEAR            YEAR       PERIOD FROM
                                                            ENDED         ENDED           ENDED      MAY 16, 1994*
                                                          APRIL 30,     APRIL 30,       APRIL 30,         TO
                                                            1996          1995            1996       APRIL 30, 1995
                                                            ----          ----            ----       --------------
Operations:                                                 
<S>                                                    <C>            <C>             <C>            <C>        
   Investment income gain (loss) - net...............  $    92,678    $   185,111     $    1,463     $   (8,937)
   Net realized gain (loss) on investments and
     foreign currency transactions...................    2,164,698        451,561         55,295        (61,115)
   Net change in unrealized appreciation or depreciation
     on investments and translation of other assets and
       liabilities and in foreign currencies.........    3,458,567      3,009,595        196,834            871
                                                       -----------    -----------     ----------     ----------
   Net increase (decrease) in net assets resulting
     from operations.................................    5,715,943      3,646,267        253,952        (69,181)
                                                       -----------    -----------     ----------     ----------
Distributions to shareholders from:
   Investment income - net:
     Class A.........................................     (119,377)      (160,212)        (3,259)            --
     Class B.........................................       (2,294)           N/A             --            N/A
     Class C.........................................         (385)           N/A             --             --
   Net realized gain on investments:
     Class A.........................................   (1,184,833)      (475,478)            --             --
     Class B.........................................      (10,519)           N/A             --            N/A
     Class C.........................................       (1,656)           N/A             --             --
   Return of capital:
     Class A.........................................           --             --         (1,587)            --
                                                       -----------    -----------     ----------     ----------
       Total distributions...........................   (1,319,064)      (635,690)        (4,846)            --
                                                       -----------    -----------     ----------     ----------
Capital share transactions (note 4): 
  Proceeds from sale of shares (note 2):
     Class A.........................................    5,051,319      3,412,884        770,109      3,189,630
     Class B.........................................      456,058            N/A         22,812            N/A
     Class C.........................................      100,512            N/A          6,646         20,034
   Net asset value of shares issued in reinvestment of
     net investment income, return of capital and net
       realized gain distributions:
         Class A.....................................    1,227,276        607,335          4,437             --
         Class B.....................................        9,400            N/A             --            N/A
         Class C.....................................           65            N/A             --             --
   Payments for redemption of shares:
     Class A.........................................   (5,356,509)   (11,897,870)      (236,210)    (1,111,533)
     Class B.........................................      (21,866)           N/A            (10)           N/A
     Class C.........................................          (23)           N/A             --             --
                                                       -----------    -----------     ----------     ----s------
   Increase (decrease) in net assets from capital
     share transactions..............................    1,466,232     (7,877,651)       567,784      2,098,131
                                                       -----------    -----------     ----------     ----------
       Total increase (decrease) in net assets.......    5,863,111     (4,867,074)       816,530      2,028,950
Net assets at beginning of period....................   23,651,404     28,518,478      2,028,950             --
                                                       -----------    -----------     ----------     ----------
Net assets at end of period (including undistributed net
   investment income (loss) of $7,841, $37,219,
     $6,212 and $4,141, respectively)................  $29,514,515    $23,651,404     $2,845,480     $2,028,950
                                                       ===========    ===========     ==========     ==========
- -----------------------------------------

*Commencement of operations

See accompanying notes to financial statements.
</TABLE>

THE VOYAGEUR FUNDS
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     The Voyageur  Aggressive  Growth Fund  (Aggressive  Growth Fund),  Voyageur
Growth and Income Fund  (Growth and Income  Fund),  Voyageur  Growth  Stock Fund
(Growth Stock Fund) and Voyageur International Equity Fund (International Equity
Fund),  series within Voyageur Mutual Funds III, Inc., are registered  under the
Investment Company Act of 1940 (as amended) as diversified  open-end  management
investment companies.  Aggressive Growth Fund seeks to provide shareholders with
long-term  capital  appreciation by investing in equity  securities of companies
having  the  potential  for high  earnings  growth.  Growth  and  Income  Fund's
investment  objective is growth of capital.  Growth and Income Fund's  secondary
objective  is current  income.  Growth and  Income  Fund seeks to achieve  these
objectives  by investing in a  diversified  portfolio  of  securities  including
common stock, preferred stock, bonds,  convertible securities,  and warrants and
rights to purchase common stock. Growth Stock Fund seeks to provide shareholders
with  long-term   capital   appreciation  by  investing  in  equity   securities
diversified among individual companies and industries. International Equity Fund
seeks  to  provide  shareholders  with  a  high  total  return  consistent  with
reasonable  risk by  investing  primarily in a  diversified  portfolio of equity
securities  of  companies  located in  countries  outside the United  States and
Canada.
     Aggressive  Growth  Fund,  Growth and Income  Fund,  Growth  Stock Fund and
International  Equity  Fund (the  Funds) each offer Class A, Class B and Class C
Shares.  Class A Shares are sold with a front-end  sales charge.  Class B Shares
may  be  subject  to  a  contingent   deferred  sales  charge  and  such  shares
automatically  convert  to Class A after  eight  years.  Class C  Shares  may be
subject to a contingent deferred sales charge and have no conversion feature.
     Each class of shares has identical voting, dividend,  liquidation and other
rights and the same terms and conditions,  except that the level of distribution
fees charged  differs  between  classes.  Income,  expenses (other than expenses
incurred under each class'  Distribution  Agreement) and realized and unrealized
gains or losses on investments and foreign  currency  transactions are allocated
to each class of shares  based upon its  relative  net  assets.  Pursuant to its
articles of  incorporation,  Voyageur  Mutual  Funds III,  Inc.  has 10 trillion
shares of authorized capital stock that may be issued.
     The significant accounting policies followed by the Funds are summarized as
follows:

USE OF ESTIMATES
     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of net increases  (decreases) in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.

CONCENTRATION OF RISK
     Investments  in countries  with limited or developing  capital  markets may
involve greater risks than investments in more developed  markets and the prices
of such  investments  are volatile.  The  consequences  of political,  social or
economic  changes in these  markets  may have  disruptive  effects on the market
prices of the Funds'  investments  and the income it  generates,  as well as the
Funds' ability to repatriate such amounts.

INVESTMENTS IN SECURITIES
     Investments in securities  traded on national or  international  securities
exchanges are valued at the last sales price on that exchange; securities traded
in the  over-the-counter  market  and  listed  securities  for which no sale was
reported on the  valuation  date are valued on the basis of the last current bid
price.  Bonds and all other  securities  are valued at fair value using  methods
determined  in good  faith by the  Board of  Directors.  Such  fair  values  are
determined  using  pricing  services or prices  quoted by  independent  brokers.
Investments in short-term  securities  with maturities of more than 60 days from
the  valuation  date  are  valued  at the last  bid  price  or at fair  value as
determined by a pricing service  approved by the Board of Directors.  Short-term
securities with maturities of less than 60 days are valued at amortized cost.
     Security  transactions are accounted for on trade date.  Realized gains and
losses  are  calculated  on  the  identified  cost  basis.  Dividend  income  is
recognized on the ex-dividend  date or upon receipt of ex-dividend  notification
in the  case of  foreign  securities.  Interest  income,  including  level-yield
amortization of premium and discount, is accrued daily.

FOREIGN CURRENCY TRANSLATIONS AND FORWARD FOREIGN CURRENCY CONTRACTS
     The market value of securities and other assets and liabilities denominated
in foreign  currencies is translated daily into U.S. dollars at the closing rate
of  exchange.  Purchases  and sales of  securities,  and the related  income and
expenses are translated at the exchange rate on the transaction  date.  Exchange
gains (losses) may also be realized  between the trade and  settlement  dates on
security and forward contract transactions.
     The International  Equity Fund does not isolate that portion of the results
of operations  resulting  from changes in foreign  exchange rates on investments
from the fluctuations  arising from changes in market prices of securities held.
Such fluctuations are included with the net realized and unrealized gain or loss
from investments.
     The  International  Equity  Fund may enter into  forward  foreign  currency
exchange  contracts  for  operational  purposes and to protect  against  adverse
exchange  rate  fluctuation.  The net  U.S.  dollar  value of  foreign  currency
underlying all contractual commitments held by the International Equity Fund and
the resulting unrealized  appreciation or depreciation would be determined using
foreign  currency  exchange  rates  from an  independent  pricing  service.  The
International  Equity  Fund would be  subject to the credit  risk that the other
party would not complete the obligations of the contract.

FEDERAL TAXES
     The  Funds'  policy  is to comply  with the  requirements  of the  Internal
Revenue Code applicable to regulated  investment companies and to distribute all
of its taxable  income to  shareholders  in amounts  that will avoid or minimize
federal income or excise taxes for the Funds.
     Net investment income (loss) and net realized gains (losses) may differ for
financial  statement and tax purposes  primarily  because of the  recognition of
certain  foreign  currency  gains  (losses)  as ordinary  income  (loss) for tax
purposes and losses  deferred for tax purposes due to "wash sale"  transactions.
The character of distributions  made during the year from net investment  income
or net  realized  gains may differ  from  their  ultimate  characterization  for
federal income tax purposes.  Also, due to the timing of dividend distributions,
the fiscal year in which amounts are  distributed  may differ from the year that
the income or realized gains (losses) were recorded by the Fund.
     On the  statement  of assets  and  liabilities,  as a result  of  permanent
book-to-tax differences, reclassification adjustments have been made to increase
undistributed  net  investment  income  by  $36,578,  increase  accumulated  net
realized loss on investments by $7,750 and decrease  additional  paid-in capital
by $28,828 for Aggressive  Growth Fund;  increase  undistributed  net investment
income and decrease  additional  paid-in capital by $4,254 for Growth and Income
Fund; and to increase  undistributed  net investment  income by $5,454  decrease
accumulated  net realized loss on  investments  by $870 and decrease  additional
paid-in capital by $6,324 for International Equity Fund.
     For  federal  income  tax  purposes,   the   Aggressive   Growth  Fund  and
International  Equity Fund had capital loss  carryovers of $51,126,  and $4,609,
respectively,  at April  30,  1996,  that will  expire  in 2005,  2004 and 2003,
respectively,  if not offset by  subsequent  capital  gains.  It is unlikely the
Board of Directors  will authorize a  distribution  of any net realized  capital
gains until the available capital loss carryovers have been offset or expire.

DISTRIBUTIONS TO SHAREHOLDERS
     Distributions  to  shareholders  from net  investment  income,  if any, are
declared  and paid  annually.  Net  realized  capital  gains,  if any,  are also
distributed  annually.  All  distributions  are payable in cash or reinvested in
additional shares of each Fund.

ORGANIZATIONAL COSTS
     Organizational  costs of the Aggressive Growth Fund, Growth and Income Fund
and  International  Equity Fund are being amortized over 60 months on an inverse
acceleration (sum of the years' digits) basis.

(2)  EXPENSES AND SALES CHARGES
     Each Fund has an investment advisory agreement with Voyageur Fund Managers,
Inc. (Voyageur). Under the investment advisory agreements,  investment decisions
for the  Aggressive  Growth  Fund  Growth  Stock Fund are made and  executed  by
Voyageur  which  provides all the Funds with office  facilities,  equipment  and
personnel,  and monitors the  performance  of various  organizations  performing
services  for the Funds.  The  investment  advisory  agreements  provide for the
payment  on a monthly  basis of a fee equal to an annual  rate of .75% of Growth
and Income Fund's  average daily net assets,  and 1.00% (.50% prior to September
1, 1995 for Growth Stock Fund) of Aggressive Growth Fund's,  Growth Stock Fund's
and International  Equity Fund's average daily net assets.  Investment decisions
for the  Growth  and  Income  Fund are made and  executed  by Segall  Bryant and
Hamill. Voyageur pays Segall Bryant and Hamill for their services a sub-advisory
fee equal to .75% of average  daily net  assets.  Investment  decisions  for the
International   Equity  Fund  are  made  and   executed   by  Murray   Johnstone
International, Ltd. Voyageur pays Murray Johnstone International, Ltd. for their
services a sub-advisory fee equal to .50% of average daily net assets. The Funds
paid no direct fees to the sub-advisors.
     Each Fund will also pay a fee to Voyageur for acting as the Funds' transfer
agent, dividend-disbursing and accounting services agent. The fee for Aggressive
Growth Fund, Growth and Income Fund and Growth Stock Fund is equal to the sum of
$1.25 per shareholder account per month, a fixed monthly fee ranging from $1,000
to $1,500  based on the level of the  Fund's  average  daily net  assets  and an
annualized percentage of average daily net assets at reducing rates from .11% to
 .035%.  The fee for  International  Equity  is  equal  to the sum of  $1.33  per
shareholder account per month, a fixed monthly fee ranging from $3,000 to $5,000
based on the level of the Fund's  average  daily net  assets  and an  annualized
percentage of average daily net assets at reducing rates from .11% to .02%. Each
Fund is also responsible for reimbursing  Voyageur's  out-of-pocket  expenses in
connection  with the  performance of transfer  agency,  dividend  disbursing and
accounting services.
     In  addition  to  the  advisory  fee  and  the  transfer  agency,  dividend
disbursing and accounting  services  fees,  each Fund is responsible  for paying
most other operating  expenses  including outside  directors' fees and expenses,
custodian fees,  registration fees, printing and shareholder reports,  legal and
auditing fees and other miscellaneous expenses.
     Each Fund has a distribution  agreement  under Rule 12b-1 of the Investment
Company Act of 1940 with Voyageur Fund Distributors,  Inc. (Fund  Distributors).
Under these plans each Fund pays Fund Distributors a monthly distribution fee at
an annual  rate of .25% of each Fund's  average  daily net assets of the Class A
Shares  and 1.00% of each  Fund's  average  daily net  assets of the Class B and
Class C Shares.  Prior to September 1, 1995 Growth Stock Fund had a distribution
fee of .90% of the Fund's average daily net assets of Class A Shares.
     The laws of certain  states in which each Fund's  shares may be offered for
sale also require that each Fund be  reimbursed  to the extent such Fund's total
expenses  exceed  certain  percentages  of average  daily net  assets.  The most
restrictive  state limitation to which the funds are currently  subject provides
that total expenses (excluding certain distribution plan expenses) cannot exceed
2.5% of the first $30 million of average daily net assets,  2.0% of the next $70
million,  and 1.50% of the average  daily net assets in excess of $100  million.
Also  Voyageur  has  voluntarily  agreed to pay all  expenses  (excluding  stock
transfer fees, taxes, interest and brokerage  commissions) which exceed 1.75% of
average  daily Class A net assets and 2.50% of average daily Class B and Class C
net assets for  Aggressive  Growth  Fund and  Growth and Income  Fund,  1.65% of
average daily Class A net assets (1.90% prior to September 1, 1995) and 2.40% of
average daily Class B and Class C net assets for Growth Stock Fund, and 2.00% of
average  daily Class A net assets and 2.75% of average daily Class B and Class C
net assets for International Equity Fund, on an annual basis. During the periods
ended April 30, 1996,  Voyageur  absorbed $19 for Aggressive Growth Fund, $6,057
for Growth and Income Fund and $56,842 for International Equity Fund pursuant to
the most  restrictive  state  limitation and  voluntarily  absorbed  $24,981 for
Aggressive Growth Fund,  $18,943 for Growth and Income Fund,  $25,000 for Growth
Stock Fund and $13,158 for  International  Equity Fund. The Funds earned credits
on uninvested  cash  balances  held at the  custodian  which were used to reduce
certain fees for various custodial,  pricing and accounting services provided by
the custodian  bank. The credits earned for the period ended April 30, 1996 were
$9,243 for Aggressive  Growth Fund,  $4,391 for Growth and Income Fund,  $13,734
for Growth Stock Fund and $9,424 for International Equity Fund.
     Sales  charges paid by Class A  shareholders  during the period ended April
30, 1996 were $4,299,  $1,481,  $44,067 and $9,027 for  Aggressive  Growth Fund,
Growth  and  Income  Fund,  Growth  Stock Fund and  International  Equity  Fund,
respectively. Of these amounts, Fund Distributors received $608, $0, $6,662, and
$1,358,  espectively.   Contingent  deferred  sales  charges  paid  by  Class  C
shareholders  during the period  ended April 30,  1996 were $130 for  Aggressive
Growth Fund.

(3)  INVESTMENT SECURITIES TRANSACTIONS
     Cost of purchases and proceeds from sales of investment  securities  (other
than short-term  securities) aggregated $6,865,048 and $5,530,303 for Aggressive
Growth Fund,  $4,276,728 and $1,449,052 for Growth and Income Fund,  $10,086,153
and  $9,258,668  for  Growth  Stock  Fund  and  $2,053,233  and  $1,429,083  for
International Equity Fund during the period ended April 30, 1996.


(4)  CAPITAL STOCK
     Transactions in shares during the periods shown were as follows:
<TABLE>
<CAPTION>
                                                               AGGRESSIVE GROWTH FUND
                                                               ----------------------
                                            CLASS A                   CLASS B                  CLASS C
                                            -------                   -------                  -------
                                    YEAR        PERIOD FROM         PERIOD FROM         YEAR         PERIOD FROM
                                    ENDED      MAY 16, 1994*      APRIL 16, 1996*       ENDED       MAY 20, 1994*
                                  APRIL 30,    TO APRIL 30,        TO APRIL 30,       APRIL 30,      TO APRIL 30,
                                    1996            1995               1996             1996           1995
                                    ----            ----               ----             ----           ----
<S>                               <C>             <C>                   <C>             <C>           <C>   
Shares sold....................   162,201         335,020               26              1,213         12,449
Shares issued for
   reinvested distributions....    11,759              --               --                471             --
Shares redeemed................   (53,033)       (124,566)              (1)           (2,392)           (108)
                                ---------      ----------            -----          ----------     ---------
Increase (decrease)

   in shares outstanding.......   120,927         210,454               25               (708)        12,341
                                =========      ==========            =====          ==========      ========
</TABLE>

<TABLE>
<CAPTION>
                                                                     GROWTH AND INCOME FUND
                                                                     ----------------------
                                                               CLASS A                    CLASS B
                                                               -------                    -------
                                                             PERIOD FROM                PERIOD FROM
                                                         SEPTEMBER 7, 1995*         DECEMBER 28, 1995*
                                                            TO APRIL 30,               TO APRIL 30,
                                                                 1996                      1996
                                                                 ----                      ----
<S>                                                             <C>                         <C>
Shares sold....................................                 372,622                     994
Shares reinvested..............................                     587                      --
Shares redeemed...............................                  (20,684)                     --
                                                             ----------                  ------
Increase in shares outstanding................                  352,525                     994
                                                             ==========                  ======

</TABLE>

<TABLE>
<CAPTION>

                                                                       GROWTH STOCK FUND
                                                                       -----------------
                                                        CLASS A                             CLASS B                    CLASS C
                                                        -------                             -------                    -------
                                                YEAR            YEAR           PERIOD FROM          PERIOD FROM
                                                ENDED           ENDED      SEPTEMBER 8, 1995*    OCTOBER 21, 1995*
                                              APRIL 30,       APRIL 30,       TO APRIL 30,          TO APRIL 30,
                                                1996            1995             1996                    1996
                                                ----            ----             ----                    ----
<S>                                           <C>              <C>               <C>                  <C>  
Shares sold...............................    227,245          187,945           19,924               4,441
Shares issued for reinvested distributions     55,233           34,332              426                   3
Shares redeemed...........................   (246,555)        (662,562)            (945)                 (1)
                                           ----------       ----------         --------            --------
Increase (decrease) in shares outstanding.     35,923         (440,285)          19,405               4,443
                                           ==========       ===========        ========            ========

</TABLE>

<TABLE>
<CAPTION>

                                                              INTERNATIONAL EQUITY FUND
                                                              -------------------------
                                              CLASS A                     CLASS B                CLASS C
                                              -------                     -------                -------
                                      YEAR        PERIOD FROM          PERIOD FROM         YEAR       PERIOD FROM
                                      ENDED      MAY 16, 1994*      JANUARY 16, 1996*      ENDED     MAY 20, 1994*
                                    APRIL 30,    TO APRIL 30,         TO APRIL 30,       APRIL 30,   TO APRIL 30,
                                      1996            1995                 1996             1996        1995
                                      ----            ----                 ----             ----        ----
<S>                                 <C>             <C>                   <C>               <C>         <C>  
Shares sold......................   78,718          327,714               2,288             691         2,159
Shares issued for
   reinvested distribution.......      448               --                  --              --            --
Shares redeemed..................  (24,280)        (114,469)                (1)              --            --
                                  --------        ---------             -------          ------      --------
Increase in shares outstanding...   54,886          213,245               2,287             691         2,159
                                  ========        =========             =======          ======       =======

*Commencement of operations
</TABLE>

(5)  FINANCIAL HIGHLIGHTS
     Per share data  (rounded to the nearest  cent) for a share of capital stock
outstanding and selected information for each period are as follows:

<TABLE>
<CAPTION>

                                                                      AGGRESSIVE GROWTH FUND
                                                                      ----------------------
                                                        CLASS A              CLASS B            CLASS C
                                                        -------              -------            -------
                                                 YEAR      PERIOD FROM      PERIOD FROM      YEAR     PERIOD FROM
                                                ENDED    MAY 16, 1994*   APRIL 16, 1996*    ENDED   MAY 20, 1994*
                                               APRIL 30,  TO APRIL 30,     TO APRIL 30,    APRIL 30, TO APRIL 30,
                                               1996 (d)       1995             1996        1996 (d)     1995
                                               --------       ----             ----        --------     ----
Net asset value:
<S>                                            <C>            <C>             <C>          <C>          <C>   
   Beginning of period.......................  $10.40         $10.00          $11.91       $10.33       $10.00
                                               ------         ------          ------       ------       ------
Operations:
   Net investment income (loss)..............    (.10)          (.09)           (.01)        (.21)       (.16)
   Net realized and unrealized
     gain on investments.....................    3.27            .49            1.16         3.25          .49
                                               ------         ------          ------       ------       ------
       Total from operations.................    3.17            .40            1.15         3.04          .33
                                               ------         ------          ------       ------       ------
Distributions to shareholders:
   From net realized gains...................    (.40)            --              --         (.40)          --
   From return of capital....................    (.09)            --              --         (.09)          --
                                               ------         ------          ------       ------       ------
     Total distributions.....................    (.49)            --              --         (.49)          --
                                               ------         ------          ------       ------       ------
Net asset value:
   End of period.............................  $13.08         $10.40          $13.06       $12.88       $10.33
                                               ======         ======          ======       ======       ======
Total investment return (c)..................   31.02%          4.00%           9.66%       29.96%        3.30%
Net assets at end of
   period (000's omitted)....................   $4,334        $2,189               $0         $150         $128
Ratios:
   Expenses to average net assets (e)........    2.01%       1.74%(a)        1.86%(a)        2.77%     2.40%(a)
   Expenses to average net assets
     (net of expenses paid indirectly).......    1.74%            N/A        1.86%(a)        2.49%          N/A
   Net investment loss to average net assets.  (1.00)%     (1.21)%(a)      (1.39)%(a)      (1.73)%   (1.80)%(a)
     Assuming no voluntary waivers and
       reimbursements and expense reductions,
         up to the most restrictive state
           limitation in effect:
              Expenses.......................    2.74%       2.97%(a)        1.86%(a)        3.50%     3.50%(a)
              Net investment income (loss)...  (1.73)%     (2.44)%(a)      (1.39)%(a)      (2.46)%   (2.90)%(a)
Portfolio turnover rate (excluding

     short-term securities)..................   165.5%          88.3%          165.5%       165.5%        88.3%

Per share amounts are presented based upon average fund shares outstanding.
*  Commencement of operations

See accompanying notes to Financial Highlights on page 34.
</TABLE>

<TABLE>
<CAPTION>

                                                                                GROWTH AND INCOME FUND
                                                                                ----------------------
                                                                       CLASS A                    CLASS B
                                                                       -------                    -------
                                                                      PERIOD FROM               PERIOD FROM
                                                                  SEPTEMBER 7, 1995*         DECEMBER 28, 1995*
                                                                     TO APRIL 30,                TO APRIL 30
                                                                          1996                       1996
                                                                          ----                       ----
Net asset value:
<S>                                                                      <C>                        <C>   
   Beginning of period....................................               $10.00                     $10.64
                                                                         ------                     ------
Operations:
   Net investment income (loss)...........................                  .02                       (.01)
   Net realized and unrealized gain on investments........                 1.24                        .58
                                                                         ------                     ------
     Total from operations................................                 1.26                        .57
                                                                         ------                     ------
Distributions to shareholders:
   From net investment income.............................                 (.02)                        --
                                                                         ------                     ------
Net asset value:
   End of period..........................................               $11.24                     $11.21
                                                                         ======                     ======
Total investment return (c)...............................                12.64%                      5.36%

Net assets at end of
   period (000's omitted).................................                $3,962                        $11
Ratios:
   Expenses to average net assets (e).....................              1.98%(a)                   2.68%(a)
   Expenses to average net assets
     (net of expenses paid indirectly)....................              1.75%(a)                   2.45%(a)
   Net investment income (loss) to average net assets.....               .36%(a)                  (.37)%(a)
     Assuming no voluntary waivers and
       reimbursements and expense reductions,
         up to the most restrictive state limitation
           in effect:
              Expenses....................................              2.97%(a)                   3.50%(a)
              Net investment income (loss)................             (.63)%(a)                 (1.19)%(a)
Portfolio turnover rate (excluding
   short-term securities).................................                 56.1%                      56.1%

Per share amounts are presented based upon average fund shares outstanding.
* Commencement of operations

See accompanying notes to Financial Highlights on page 34.
</TABLE>

<TABLE>
<CAPTION>

                                                                           GROWTH STOCK FUND
                                                                           -----------------
                                                                                CLASS A
                                                                                -------
                                                                         YEAR ENDED APRIL 30,
                                                                         --------------------
                                                      1996         1995         1994         1993       1992 (b)
                                                      ----         ----         ----         ----       --------
Net asset value:
<S>                                                   <C>         <C>          <C>          <C>          <C>   
   Beginning of year.............................     $19.91      $17.51       $17.81       $23.81       $19.36
                                                      ------      ------       ------       ------       ------
Operations:
   Net investment income (loss)..................        .08         .15          .07          .05         (.18)
   Net realized and unrealized
     gain (loss) on investments..................       4.82        2.77        (.16)          .22         4.81
                                                      ------      ------       ------       ------       ------
       Total from operations.....................       4.90        2.92        (.09)          .27         4.63
                                                      ------      ------       ------       ------       ------
Distributions to shareholders:
   From net investment income....................       (.11)       (.13)       (.06)           --           --
   From net realized gains.......................      (1.04)       (.39)       (.15)        (6.27)        (.18)
                                                      ------      ------       ------       ------       ------
     Total distributions.........................      (1.15)       (.52)       (.21)        (6.27)        (.18)
                                                      ------      ------       ------       ------       ------
Net asset value:
   End of year...................................     $23.66      $19.91       $17.51        $17.81      $23.81
                                                      ======      ======       ======        ======      ======
Total investment return (c)......................      25.00%      17.04%      (.52)%         1.51%       23.86%
Net assets at end of
   year (000's omitted)..........................     $28,956    $23,651      $28,518       $26,784      $19,351
Ratios:
   Expenses to average net assets (e)............       1.78%       1.90%       1.90%         1.90%        2.25%
   Expenses to average net assets
     (net of expenses paid indirectly)...........       1.72%        N/A         N/A           N/A          N/A
   Net investment income (loss) to average
      net assets.................................        .36%        .75%        .40%          .26%       (.76)%
       Assuming no voluntary waivers,
         reimbursements and
           expense reductions:
              Expenses...........................       1.87%       1.99%       2.13%         2.70%        2.86%
              Net investment income (loss).......        .27%        .66%        .17%        (.54)%      (1.37)%
Portfolio turnover rate
     (excluding short-term securities)...........       36.6%       21.8%       34.2%         16.5%       142.6%

See accompanying notes to Financial Highlights on page 34.

</TABLE>

<TABLE>
<CAPTION>

                                                                              GROWTH STOCK FUND
                                                                              -----------------
                                                                      CLASS B                   CLASS C
                                                                      -------                   -------
                                                                    PERIOD FROM               PERIOD FROM
                                                                SEPTEMBER 8, 1995*         OCTOBER 21, 1995*
                                                                   TO APRIL 30,              TO APRIL 30,
                                                                       1996                      1996
                                                                       ----                      ----
Net asset value:
<S>                                                                  <C>                        <C>   
   Beginning of period....................................           $21.64                     $22.61
                                                                     ------                     ------

Operations:

   Net investment income (loss)...........................              .06                        .11
   Net realized and unrealized
     gain on investments..................................             2.96                       2.00
                                                                     ------                     ------
       Total from operations..............................             3.02                       2.11
                                                                     ------                     ------

Distributions to shareholders:
   From net investment income.............................             (.23)                      (.25)
   From net realized gains................................            (1.04)                     (1.04)
                                                                     ------                     ------
     Total distributions..................................            (1.27)                     (1.29)
                                                                     ------                     ------
Net asset value:
   End of period..........................................           $23.39                     $23.43
                                                                     ======                     ======
Total investment return (c)...............................            14.37%                      9.72%
Net assets at end of
   period (000's omitted).................................              $454                       $104
Ratios:
   Expenses to average net assets (e).....................          2.41%(a)                   2.35%(a)
   Expenses to average net assets
     (net of expenses paid indirectly)....................          2.37%(a)                   2.31%(a)
   Net investment income (loss) to average net assets.....         (.62)%(a)                  (.65)%(a)
     Assuming no voluntary waivers and
       reimbursements and expense reductions:.............          2.50%(a)                   2.43%(a)
         Expenses.........................................         (.71)%(a)                  (.73)%(a)
         Net investment income (loss).....................
Portfolio turnover rate
   (excluding short-term securities)......................             36.6%                      36.6%

* Commencement of operations

See accompanying notes to Financial Highlights on page 34.

</TABLE>

<TABLE>
<CAPTION>

                                                                INTERNATIONAL EQUITY FUND
                                                                -------------------------
                                                   CLASS A               CLASS B              CLASS C
                                                   -------               -------              -------
                                             YEAR      PERIOD FROM      PERIOD FROM       YEAR       PERIOD FROM
                                             ENDED    MAY 16, 1994*  JANUARY 16, 1996*    ENDED     MAY 20, 1994*
                                           APRIL 30,  TO APRIL 30,      TO APRIL 30,     APRIL 30,   TO APRIL 30,
                                             1996        1995             1996            1996           1995
                                             ----        ----             ----            ----           ----
Net asset value:
<S>                                         <C>         <C>                <C>            <C>           <C>  
   Beginning of period..................    $9.42       $10.00             $9.97          $9.36         $9.99
                                            -----       ------             -----          -----         -----
Operations:
   Net investment income (loss).........       --         (.05)               --           (.05)         (.11)
   Net realized and unrealized loss
     on investments and translation of
       assets and liabilities in
         foreign currencies.............     1.01         (.53)              .43            .98          (.52)
                                            -----       ------             -----          -----         -----
           Total from operations........     1.01         (.58)              .43            .93          (.63)
                                            -----       ------             -----          -----         -----
Distributions to shareholders:
   From net investment income...........     (.01)          --                --             --            --
   From return of capital...............     (.01)          --                --             --            --
                                            -----       ------             -----          -----         -----
     Total distributions................     (.02)          --                --             --            --
                                            -----       ------             -----          -----         -----
Net asset value:
   End of period  ......................   $10.41        $9.42            $10.40         $10.29          $9.36
                                           ======        =====            ======         ======          =====
Total investment return (c).............    10.74%      (5.80)%             4.31%          9.94%       (6.31)%
Net assets at end of
   period (000's omitted)...............    $2,792       $2,009               $24            $29           $20
Ratios:
   Expenses to average net assets (e)...     2.40%     1.99%(a)          3.10%(a)          3.15%      2.74%(a)
   Expenses to average net assets
     (net of expenses paid indirectly)..     2.00%          N/A          2.73%(a)          2.75%           N/A
   Net investment income (loss) to
     average net assets.................      .07%    (.55)%(a)         (.84)%(a)         (.69)%    (1.36)%(a)
       Assuming no voluntary waivers and
         reimbursements, up to the most
           restrictive state limitation
              in effect:
                Expenses ...............     2.97%     2.97%(a)          3.50%(a)          3.50%      3.50%(a)
                Net investment income
                  (loss)................    (.50)%   (1.53)%(a)        (1.24)%(a)        (1.04)%    (2.12)%(a)
Portfolio turnover rate (excluding
   short-term securities)...............     66.8%        92.1%             66.8%          66.8%         92.1%

Per share amounts are presented based upon average fund shares outstanding.
*  Commencement of operations

See accompanying notes to Financial Highlights on page 34.

</TABLE>

NOTES TO FINANCIAL HIGHLIGHTS
- -----------------------------

(a)  Adjusted to an annual basis.

(b)  Wilke/Thompson  Capital  Management  was acting as the Growth  Stock Fund's
     sub-investment  adviser until January 1, 1992 when Voyageur became the sole
     investment adviser to the Fund.

(c)  Total  investment  return is based on the  change  in net asset  value of a
     share during the period and assumes  reinvestment of  distributions  at net
     asset value.

(d)  Effective May 1, 1995,  Voyageur replaced George D. Bjurman & Associates as
     the  investment  adviser  for  Aggressive  Growth  Fund to become  the sole
     investment adviser to the Fund.

(e)  Beginning in the period ended April 30, 1996 the expense ratio reflects the
     effect of gross  expenses  attributable  to earnings  credits on uninvested
     cash balances  received by the Funds.  Prior period expense ratios have not
     been adjusted.

<TABLE>
<CAPTION>
VOYAGEUR AGGRESSIVE GROWTH FUND
INVESTMENTS IN SECURITIES                                                                          APRIL 30, 1996
- -----------------------------------------------------------------------------------------------------------------
                                                                                                       MARKET
           ISSUER                                                       NUMBER OF SHARES              VALUE(a)
- -----------------------------------------------------------------------------------------------------------------
(Percentages of each investment category relate to total net assets)
COMMON STOCKS (96.3%):
COMMERCIAL SERVICES (16.4%):
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                      <C>        
     Cambridge Technology Partners, Incorporated                            1,700(c)                  $   114,325
     Control Data Systems, Incorporated                                     3,000(c)                       70,500
     Dendrite International, Incorporated                                    4000(c)                       95,000
     Frontier Corporation                                                   2,200                          69,575
     Gartner Group, Incorporated                                            3,000(c)                      102,750
     Paging Network                                                         3,600(c)                       84,600
     Reynolds & Reynolds Company                                            1,100                          50,875
     Viasoft Incorporated                                                   4,000(c)                      145,000
                                                                                                       ----------
                                                                                                          732,625
                                                                                                       ----------
CONSUMER NON-DURABLE (5.4%):
- -----------------------------------------------------------------------------------------------------------------
     Gillette Company                                                         800                          43,200
     Pepsico, Incorporated                                                  1,400                          88,900
     Proctor & Gamble                                                       1,300                         109,850
                                                                                                       ----------
                                                                                                          241,950
                                                                                                       ----------
ENERGY (7.4%):
- -----------------------------------------------------------------------------------------------------------------
     Belco Oil & Gas                                                        4,000(c)                      115,500
     Exxon Corporation                                                      1,400                         119,000
     Smith International Incorporated                                       3,300(c)                       98,175
                                                                                                       ----------
                                                                                                          332,675
FINANCIAL (3.9%):
- -----------------------------------------------------------------------------------------------------------------
     Federal National Mortgage Association                                  2,000                          61,250
     First USA, Incorporated                                                1,300                          73,125
     Wells Fargo & Company                                                    175                          42,459
                                                                                                       ----------
                                                                                                          176,834
                                                                                                       ----------
HEALTHCARE (8.7%):
- -----------------------------------------------------------------------------------------------------------------
     Cerner Corporation                                                     3,600(c)                       74,250
     Inphynet Medical Management, Incorporated                              3,500(c)                       65,625
     Merck & Company                                                        1,500                          90,750
     Schering Plough Corporation                                            1,300                          74,587
     Teva Pharmaceutical Industries, Limited                                1,900                          85,263
                                                                                                       ----------
                                                                                                          390,475
                                                                                                       ----------
TECHNOLOGY (54.5%):
- -----------------------------------------------------------------------------------------------------------------
     3COM Corporation                                                       1,700(c)                       78,412
     Andrew Corporation                                                       600(c)                       28,800
     Ascend Communications, Incorporated                                    2,000(c)                      123,000
     Baan Company                                                           2,000(c)                      120,000
     Bay Networks, Incorporated                                             2,350(c)                       74,025
     BMC Software, Incorporated                                             1,000(c)                       60,875
     Business Objects                                                       1,800(c)                      155,700
     C-Cube Microsystems, Incorporated                                      1,300(c)                       64,350
     Cabletron Systems, Incorporated                                          550(c)                       41,456
     Cascade Communications Corporation                                     1,350(c)                      135,338
     Cheyenne Software, Incorporated                                        6,000(c)                      136,500
     CISCO Systems, Incorporated                                            1,000(c)                       51,875
     DSC Communications Corporation                                         3,000(c)                       94,500
     Ericcson L M Tel Company (ADR)                                         1,000(c)                       20,375
     Fore Systems                                                           1,000(c)                       79,000
     Glenayre                                                               2,500(c)                      116,250
     Informix Corporation                                                   2,500(c)                       65,938
     Linear Technology Corporation                                          2,000                          68,750
     LSI Logic Corporation                                                  1,500(c)                       54,000
     Madge Networks NV                                                      1,700(c)                       50,150
     Netstar Incorporated                                                   6,000(c)                      113,250
     Premisys Communications, Incorporated                                  1,500(c)                       65,625
     Progress Software Corporation                                          2,600(c)                       40,950
     Project Software & Development, Incorporated                           3,400(c)                      119,000
     Shiva Corporation                                                      2,400(c)                      143,400
     Sybase, Incorporated                                                   2,000(c)                       54,750
     Transwitch Corporation                                                 6,000(c)                       82,500
     US Robotics Corporation                                                1,300(c)                      203,450
                                                                                                       ----------
                                                                                                        2,442,219
                                                                                                       ----------
         TOTAL INVESTMENTS IN SECURITIES (cost:  $3,335,886)(b)                                        $4,316,778
                                                                                                       ==========

See accompanying notes to investments in securities on page 45.
</TABLE>


<TABLE>
<CAPTION>
VOYAGEUR GROWTH AND INCOME FUND
INVESTMENTS IN SECURITIES                                                                          APRIL 30, 1996
- -----------------------------------------------------------------------------------------------------------------
                                                                                                       MARKET
           ISSUER                                                       NUMBER OF SHARES              VALUE(a)
- -----------------------------------------------------------------------------------------------------------------
(Percentages of each investment category relate to total net assets)
COMMON STOCKS (57.5%):
BASIC MATERIALS (1.3%):
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                        <C>       
     Freeport McMoRan Copper & Gold                                         1,500                      $   53,813
                                                                                                       ----------

CAPITAL GOODS (11.0%):
- -----------------------------------------------------------------------------------------------------------------
     Corning Incorporated                                                   1,700                          59,075
     General Electric                                                         800                          62,000
     Littelfuse Incorporated                                                2,000(c)                       75,000
     Oea Incorporated                                                       3,000                         117,750
     Raychem Corporation                                                      950                          73,981
     United Dominion Industries                                             2,000                          48,000
                                                                                                       ----------
                                                                                                          435,806
                                                                                                       ----------
COMMERCIAL SERVICES (9.8%):
- ----------------------------------------------------------------------------------------------------------------
     Airtouch Communications                                                1,300(c)                       40,625
     British Sky Broadcasting ADR                                           1,000                          43,250
     Chancellor Corporation                                                 3,000(c)                       76,500
     Interpublic Group Company                                              2,000                          93,500
     Republic Waste Industries                                              2,500(c)                       81,875
     Tele-Communications International                                      1,000(c)                       20,375
     Viacom Incorporated Class B                                              800(c)                       32,800
                                                                                                       ----------
                                                                                                          388,925
                                                                                                       ----------
CONSUMER CYCLICAL (4.9%):
- -----------------------------------------------------------------------------------------------------------------
     Duracell International Incorporated                                      200                           9,050
     Kohls Corporation                                                      2,400(c)                       82,500
     Mattel Incorporated                                                    3,000                          78,000
     Planet Hollywood                                                       1,000(c)                       25,375
                                                                                                       ----------
                                                                                                          194,925
                                                                                                       ----------
ENERGY (6.0%):
- -----------------------------------------------------------------------------------------------------------------
     Cairn Energy USA Incorporated                                          4,000(c)                       49,500
     Camco International Incorporated                                       3,000                         106,875
     Enron Corporation                                                      2,000                          80,500
                                                                                                       ----------
                                                                                                          236,875
                                                                                                       ----------
FINANCIAL (9.0%):
- -----------------------------------------------------------------------------------------------------------------
     AON Corporation                                                        1,400                      $   75,075
     Banco Latinoamericano de Export                                        1,300                          71,987
     Capsure Holdings                                                       3,000(c)                       52,875
     Republic New York                                                      1,200                          71,250
     Security Cap Industries Trust                                          5,000                          86,250
                                                                                                       ----------
                                                                                                          357,437
                                                                                                       ----------
HEALTHCARE (9.2%):
- -----------------------------------------------------------------------------------------------------------------
     Abbott Labs                                                            1,300                          52,813
     Amsco International Incorporated                                       3,500(c)                       50,750
     Columbia/HCA Healthcare                                                  600                          31,875
     Elan Corporation (ADR)                                                 1,500(c)                       99,187
     Magellan Health Services Incorporated                                  2,500(c)                       53,750
     Pharmacia & Upjohn Incorporated                                        2,000                          76,500
                                                                                                       ----------
                                                                                                          364,875
                                                                                                       ----------
TECHNOLOGY (6.3%):
- -----------------------------------------------------------------------------------------------------------------
     Black Box Corporation                                                  4,300(c)                       86,000
     Danka Business Systems - ADR                                           1,500                          72,000
     Electronic Data Systems (GME)                                          1,300                          73,288
     I2 Technologies                                                          500(c)                       20,250
                                                                                                       ----------
                                                                                                          251,538
                                                                                                       ----------
     TOTAL INVESTMENTS IN COMMON STOCK (cost: $1,986,658)                                               2,284,194
                                                                                                       ----------

CONVERTIBLE PREFERRED STOCKS (0.3%):
CONSUMER NON-DURABLE (0.3%):
- -----------------------------------------------------------------------------------------------------------------
     Corning Dell LP $3.00                                                    250                      $   13,250
                                                                                                       ----------
     TOTAL INVESTMENTS IN CONVERTIBLE PREFERRED STOCKS (cost: $12,956)                                     13,250
                                                                                                       ----------
CONVERTIBLE CORPORATE BONDS (2.9%):
FINANCIAL (1.5%):
- -----------------------------------------------------------------------------------------------------------------
     Mitsubishi Bank International Finance, 3.00% due 11/30/02             50,000                          58,188
                                                                                                       ----------
INDUSTRIAL (1.4%):
- -----------------------------------------------------------------------------------------------------------------
     Tele-Communications International, 4.5% due 02/15/06                  60,000                          56,550
                                                                                                       ----------
     TOTAL INVESTMENTS IN CONVERTIBLE CORPORATE BONDS (cost: $110,000)                                    114,738
                                                                                                       ----------
U.S. AGENCY OBLIGATIONS (7.7%):
- -----------------------------------------------------------------------------------------------------------------
     Federal Home Loan Bank Inverse Floater Structured Note,
         9.09% due 11/18/97 (d)                                           300,000                         304,031
                                                                                                       ----------
     TOTAL INVESTMENTS IN U.S. AGENCY OBLIGATIONS (cost: $304,060)                                        304,031
                                                                                                       ----------
U.S. TREASURY OBLIGATIONS (12.4%):
- -----------------------------------------------------------------------------------------------------------------
     U.S. Treasury Note 5.125% due 02/28/98                               500,000                         492,265
                                                                                                       ----------
     TOTAL INVESTMENTS IN U.S. TREASURY OBLIGATIONS (cost: $492,432)                                      492,265
                                                                                                       ----------
     TOTAL INVESTMENTS IN SECURITIES (cost: $2,906,106)(b)                                             $3,208,478
                                                                                                       ==========

See accompanying notes to investments in securities on page 45.

</TABLE>

<TABLE>
<CAPTION>
VOYAGEUR GROWTH STOCK FUND
INVESTMENTS IN SECURITIES                                                                          APRIL 30, 1996
- -----------------------------------------------------------------------------------------------------------------
                                                                                                       MARKET
           ISSUER                                                       NUMBER OF SHARES              VALUE(a)
- -----------------------------------------------------------------------------------------------------------------
(Percentages of each investment category relate to total net assets)
COMMON STOCKS (97.3%):
BASIC INDUSTRIES (10.0%):
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                         <C>       
     Archer Daniels Midland Company                                        49,000                      $  924,875
     Bemis                                                                 32,000                       1,036,000
     Sigma-Aldrich                                                         18,000                         972,000
                                                                                                       ----------
                                                                                                        2,932,875
                                                                                                       ----------
CAPITAL GOODS - INDUSTRIAL (9.6%):
- -----------------------------------------------------------------------------------------------------------------
     General Electric                                                      13,000                       1,007,500
     Grainger (W.W.)                                                       13,000                         897,000
     Pitney - Bowes                                                        19,000                         926,250
                                                                                                       ----------
                                                                                                        2,830,750
                                                                                                       ----------
CAPITAL GOODS - TECHNOLOGY (9.6%):
- -----------------------------------------------------------------------------------------------------------------
     Automatic Data Processing                                             22,000                         855,250
     Hewlett-Packard                                                       10,000                       1,058,750
     Motorola                                                              15,000                         918,750
                                                                                                       ----------
                                                                                                        2,832,750
                                                                                                       ----------
CONSUMER DEFENSIVE STAPLES (26.2%):
- -----------------------------------------------------------------------------------------------------------------
     Albertson's Incorporated                                              27,000                       1,039,500
     Anheuser Busch                                                        13,000                         872,625
     Conagra Incorporated                                                  25,000                         965,625
     Philip Morris                                                         10,000                         901,250
     Sara Lee                                                              31,000                         961,000
     Sysco Corporation                                                     28,000                         899,500
     UST, Incorporated                                                     30,000                         960,000
     Wal-Mart Stores                                                       47,000                       1,122,125
                                                                                                       ----------
                                                                                                        7,721,625
                                                                                                       ----------
CONSUMER DURABLES (6.4%):
- -----------------------------------------------------------------------------------------------------------------
     Bandag                                                                19,000                         952,375
     Genuine Parts                                                         21,000                         929,250
                                                                                                       ----------
                                                                                                        1,881,625
                                                                                                       ----------
CONSUMER NON-DURABLES (3.5%):
- -----------------------------------------------------------------------------------------------------------------
     Dillard Department Stores                                             26,000                       1,043,250
                                                                                                       ----------
CONSUMER GROWTH STAPLES (19.6%):
- -----------------------------------------------------------------------------------------------------------------
     Abbott Laboratories                                                   23,000                         934,375
     American Home Products                                                10,000                       1,055,000
     Circuit City                                                          32,000                       1,016,000
     Gannett Company                                                       15,000                       1,025,625
     Merck                                                                 14,000                         847,000
     Schering-Plough                                                       16,000                         918,000
                                                                                                       ----------
                                                                                                        5,796,000
                                                                                                       ----------
ENERGY (6.9%):
- -----------------------------------------------------------------------------------------------------------------
     Royal Dutch Petroleum                                                  7,000                       1,002,750
     Shell Transport & Trading                                             13,000                       1,040,000
                                                                                                       ----------
                                                                                                        2,042,750
                                                                                                       ----------
FINANCIAL SERVICES (5.5%):
- -----------------------------------------------------------------------------------------------------------------
     Southtrust Corporation                                                29,000                         786,625
     Suntrust Banks                                                        12,000                         846,000
                                                                                                       ----------
                                                                                                        1,632,625
                                                                                                       ----------
        TOTAL INVESTMENTS IN SECURITIES (cost:  $22,256,741)(b)                                       $28,714,250
                                                                                                      ===========

See accompanying notes to investments in securities on page 45.

</TABLE>

<TABLE>
<CAPTION>

VOYAGEUR INTERNATIONAL EQUITY FUND
INVESTMENTS IN SECURITIES                                                                          APRIL 30, 1996
- -----------------------------------------------------------------------------------------------------------------
                                                                                                       MARKET
           ISSUER                                                       NUMBER OF SHARES              VALUE(a)
- -----------------------------------------------------------------------------------------------------------------
(Percentages of each investment category relate to total net assets)
COMMON STOCKS (90.1%):
ARGENTINA (2.6%):
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                        <C>       
     Banco Frances ADR (banking)                                              600                      $   17,250
     Transportadora Gas ADR (energy)                                        2,300                          29,612
     YPF Sociedad Anonima ADR (energy)                                      1,300                          28,436
                                                                                                       ----------
                                                                                                           75,298
                                                                                                       ----------
AUSTRALIA (3.3%):
- -------------------------------------------------------------------------------------------------------------------
     ANZ (banking)                                                         10,000                          47,805
     News Corporation (publishing)                                          8,000                          46,925
                                                                                                       ----------
                                                                                                           94,730
                                                                                                       ----------
FRANCE (5.4%):
- -----------------------------------------------------------------------------------------------------------------
     AGF (insurance)                                                          920(c)                       25,074
     CPR Parisienne De Rees (financial services)                              400                          34,614
     Legris Industries S.A. (machinery)                                       570(c)                       28,186
     Lyonnaise Des Eaux (environmental control) (water distribution)          290                          29,072
     Michelin Tires (wholesale & international trade)                         770                          38,090
                                                                                                       ----------
                                                                                                          155,036
                                                                                                       ----------
GERMANY (1.5%):
- -----------------------------------------------------------------------------------------------------------------
     Mannesmann AG (diversified machine)                                      125                          42,696
                                                                                                       ----------
HONG KONG (3.9%):
- -----------------------------------------------------------------------------------------------------------------
     Cheung Kong (real estate)                                              7,000                          49,998
     Swire Pacific "A" (conglomerate)                                       7,000                          59,727
                                                                                                       ----------
                                                                                                          109,725
                                                                                                       ----------
IRELAND (1.5%):
- -----------------------------------------------------------------------------------------------------------------
     Allied Irish Banks (banking)                                           7,900                          41,373
                                                                                                       ----------
ITALY (5.8%):
- -----------------------------------------------------------------------------------------------------------------
     Assicurazioni Generali (insurance)                                     1,800                          44,811
     Istituto Mobiliare Italiano (financial services)                       4,600                          36,458
     Marzotto & Figli (textiles)                                           10,500                          43,414
     Telecom Italia (telecommunications)                                    8,900(c)                       19,626
     Telecom Mobile Risp (telecommunications)                              15,000(c)                       20,996
                                                                                                       ----------
                                                                                                          165,305
                                                                                                       ----------
JAPAN (32.0%):
- -----------------------------------------------------------------------------------------------------------------
     Canon Incorporated (electrical machinery)                              3,000                          59,570
     Hoya Corporation (precision)                                           1,000                          35,322
     Itochu Corporation (wholesale and international trade)                 7,000                          53,259
     Matsushita Communications (electronics)                                2,000                          53,460
     Mitsubishi Materials Corporation (diversified metals)                  8,000                          48,114
     Mori Seiki (hand/machine tools)                                        2,000                          45,632
     Nippon Sanso Corporation (chemicals)                                   6,000                          33,164
     Nippon Steel (steel)                                                  14,000                          50,519
     Nissan Motor Company Limited (automobiles)                             5,000                          42,195
     NKK Corporation (steel)                                               15,000(c)                       46,968
     Nomura Securities Company Limited (securities houses)                  3,000                          65,297
     Omron Corporation (electronics)                                        2,000                          45,059
     Sanwa Bank (banking)                                                   2,000                          40,477
     Sekisui House Limited (manufactured housing)                           5,000                          62,052
     Sumitomo Bank (banking)                                                3,000                          64,152
     Sumitomo Trust & Banking Company (banking)                             3,000                          43,818
     TDK Corporation (electronics)                                          1,000                          57,183
     Terumo Corporation (pharmaceuticals)                                   5,000                          63,483
                                                                                                       ----------
                                                                                                          909,724
                                                                                                       ----------
MALAYSIA (2.0%):
- -----------------------------------------------------------------------------------------------------------------
     Genting Berhad (hotel & leisure)                                       3,000                          26,948
     Malayan Banking Berhad (banking)                                       3,000                          29,233
                                                                                                       ----------
                                                                                                           56,181
                                                                                                       ----------
MEXICO (2.5%):
- -----------------------------------------------------------------------------------------------------------------
     Grupo Industrial Durango ADR (oil-international integrated)            2,400(c)                       18,600
     ICA Empresas ADR (construction)                                        1,800(c)                       24,975
     Telefonos De Mexico ADR (utilities)                                      800                          27,200
                                                                                                       ----------
                                                                                                           70,775
                                                                                                       ----------
NETHERLANDS (2.8%):
- -----------------------------------------------------------------------------------------------------------------
     Elsevier (publishing)                                                  2,220                          33,382
     VNU Verigd Bezit (publishing)                                          2,800                          46,999
                                                                                                       ----------
                                                                                                           80,381
                                                                                                       ----------
NEW ZEALAND (1.6%):
- -----------------------------------------------------------------------------------------------------------------
     Telecom Corporation of New Zealand (telecommunications)               11,000                          46,687
                                                                                                       ----------
NORWAY (1.5%):
- -----------------------------------------------------------------------------------------------------------------
     Norsk Hydro (energy)                                                     925                          42,088
                                                                                                       ----------
SINGAPORE (7.5%):
- -----------------------------------------------------------------------------------------------------------------
     Hong Kong Land Holding (property)                                     25,000                          53,344
     Keppel Corporation (construction)                                      7,000                          63,230
     Oversea Chinese Banking (banking)                                      4,000                          54,909
     Singapore Land Limited (real estate)                                   6,000                          42,675
                                                                                                       ----------
                                                                                                          214,158
                                                                                                       ----------
SPAIN (4.5%):
- -------------------------------------------------------------------------------------------------------------------
     Banco Santander (banking)                                                666                          30,904
     Portland Valderrivas (building materials)                                840                          52,102
     Vallehermoso SA (real estate)                                          2,420                          43,701
                                                                                                       ----------
                                                                                                          126,707
                                                                                                       ----------
SWITZERLAND (1.7%):
- -----------------------------------------------------------------------------------------------------------------
     Ciba-Geigy (pharmaceuticals)                                              21                          24,313
     Sandoz AG (pharmaceuticals)                                               22                          23,968
                                                                                                       ----------
                                                                                                           48,281
                                                                                                       ----------
UNITED KINGDOM (10.0%):
- -----------------------------------------------------------------------------------------------------------------
     Abbey National PLC (banking)                                           1,500                          12,808
     Argyll Group PLC (retail)                                              3,500                          17,437
     Blue Circle Industries (building materials)                            2,500                          14,049
     BOC Group PLC (chemicals)                                              2,000                          27,731
     British Petroleum Company PLC (energy)                                 1,000                           8,996
     BTR PLC (diversified industrial)                                       6,000                          28,812
     Cable & Wireless PLC (telecommunications)                              4,000                          31,303
     Carlton Communications (broadcasting)                                  1,500                          10,489
     Commercial Union ORD (insurance)                                       1,500                          12,988
     Glaxo Wellcome PLC (pharmaceticals)                                    2,000                          24,190
     Grand Metropolitan (wines & spirits)                                   3,000                          19,673
     Kingfisher ORD (retail)                                                1,000                           8,929
     Lloyds TSB Group PLC (banking)                                         4,056                          19,385
     Rank Organisation PLC (leisure)                                        2,800                          22,395
     Rolls-Royce (aerospace)                                                2,000                           7,113
     Unilever PLC (food processing)                                         1,000                          18,247
                                                                                                       ----------
                                                                                                          284,545
                                                                                                       ----------
        TOTAL INVESTMENTS IN SECURITIES (cost:  $2,365,800)(b)                                         $2,563,690
                                                                                                       ==========
See accompanying notes to investments in securities on page 45.
</TABLE>

VOYAGEUR AGGRESSIVE GROWTH FUND
VOYAGEUR GROWTH AND INCOME FUND
VOYAGEUR GROWTH STOCK FUND
VOYAGEUR INTERNATIONAL EQUITY FUND
NOTES TO INVESTMENTS IN SECURITIES
- --------------------------------------------------------------------------------


(a)  Securities  are valued by  procedures  described in note 1 to the financial
     statements.

(b)  Also  represents the cost of securities for federal income tax purposes for
     Growth Stock Fund and International Equity Fund. The cost of securities for
     federal  income tax  purposes  for  Aggressive  Growth  Fund and Growth and
     Income Fund are  $3,344,886  and  $2,913,508,  respectively.  The aggregate
     gross  unrealized  appreciation  and  depreciation on investments  based on
     these costs are:

<TABLE>
<CAPTION>
                                                   GROSS             GROSS             NET
                                                UNREALIZED        UNREALIZED       UNREALIZED
                                               APPRECIATION     (DEPRECIATION)    APPRECIATION
                                               ------------     --------------    ------------
<S>                                              <C>              <C>                 <C>     
         Aggressive Growth Fund                  $1,123,037       $(151,145)          $971,892
         Growth and Income Fund                     331,909         (36,939)           294,970
         Growth Stock Fund                        6,628,417        (170,908)         6,457,509
         International Equity Fund                 272,290          (74,400)           197,890
</TABLE>

(c)  Presently non-income producing security.

(d)  Inverse  floater,  represents  securities  that pay  interest at rates that
     increase  (decrease) with a decline  (increase) is a specified  index.  The
     interest paid by the inverse floater will generally change at a multiple of
     any change in the index.  Interest rate  disclosed is the rate in effect on
     April 30, 1996. LIBOR-London InterBank Offered Rate.

FEDERAL INCOME TAX INFORMATION
- --------------------------------------------------------------------------------
Information  for  federal  income  tax  purposes  is  presented  as  an  aid  to
shareholders in reporting the dividend distributions for the periods ended April
30, 1996 shown  below.  Each  shareholder  should  consult a tax  adviser  about
reporting this income for state and local  purposes.  In January 1996, the Funds
separately  provided each  shareholder  with tax  information  for calendar year
1995.

<TABLE>
<CAPTION>

                                                                      VOYAGEUR AGGRESSIVE GROWTH FUND
                                                                      -------------------------------
                                                            PER CLASS             PER CLASS           PER CLASS
                                                             A SHARE               B SHARE             C SHARE
                                                             -------               -------             -------
                                                              YEAR               PERIOD FROM            YEAR
                                                              ENDED            APRIL 16, 1996           ENDED
                                                            APRIL 30,           TO APRIL 30,           APRIL 30,
                                                              1996                  1996                 1996
                                                              ----                  ----                 ----
<S>                                                          <C>                                       <C>   
Long-term capital gain distribution..................        $.3984                  N/A               $.3984
Short-term capital gain distribution.................         .0078                  N/A                .0078
Return of capital distribution.......................         .0859                  N/A                .0859
                                                             ------                                    ------
   Total distributions...............................        $.4921                  N/A               $.4921
                                                             ======                                    ======

</TABLE>

<TABLE>
<CAPTION>

                                                                      VOYAGEUR GROWTH AND INCOME FUND
                                                                      -------------------------------
                                                                    PER CLASS                 PER CLASS
                                                                     A SHARE                   B SHARE
                                                                     -------                   -------
                                                                   PERIOD FROM               PERIOD FROM
                                                                SEPTEMBER 7, 1995         DECEMBER 28, 1995
                                                                  TO APRIL 30,              TO APRIL 30,
                                                                      1996                      1996
                                                                      ----                      ----
<S>                                                                  <C>                            
Net investment income distribution...................                $.0232                      N/A
                                                                     ======

</TABLE>

<TABLE>
<CAPTION>

                                                                         VOYAGEUR GROWTH STOCK FUND
                                                                         --------------------------
                                                            PER CLASS           PER CLASS          PER CLASS
                                                             A SHARE             B SHARE            C SHARE
                                                             -------             -------            -------
                                                              YEAR             PERIOD FROM         PERIOD FROM
                                                              ENDED         SEPTEMBER 8, 1995   OCTOBER 21, 1995
                                                            APRIL 30,         TO APRIL 30,        TO APRIL 30,
                                                              1996                 1996               1996
                                                              ----                 ----               ----
<S>                                                          <C>                 <C>                 <C>     
Net investment income distributions................          $  .1051            $  .2275            $  .2424
Long-term capital gain distributions...............             .8506               .8506               .8506
Short-term capital gain distributions..............             .1926               .1926               .1926
                                                              -------             -------             -------
   Total distributions.............................           $1.1483             $1.2707             $1.2856
                                                              =======             =======             =======

</TABLE>

<TABLE>
<CAPTION>

                                                                    VOYAGEUR INTERNATIONAL EQUITY FUND
                                                                    ----------------------------------
                                                            PER CLASS             PER CLASS           PER CLASS
                                                             A SHARE               B SHARE             C SHARE
                                                             -------               -------             -------
                                                              YEAR               PERIOD FROM            YEAR
                                                              ENDED           JANUARY 16, 1996          ENDED
                                                            APRIL 30,           TO APRIL 30,          APRIL 30,
                                                              1996                  1996                1996
                                                              ----                  ----                ----
<S>                                                          <C>                                            
Net investment income distributions..................        $.0136                  N/A                  --
Return of capital distributions......................         .0067                  N/A                  --
                                                             ------                                   ------
   Total distributions...............................        $.0203                  N/A                  --
                                                             ======                                   ======
</TABLE>

The short-term capital gain  distributions  above are taxable as ordinary income
to shareholders for federal and state income tax purposes.

For federal income tax purposes,  89% of the above ordinary income distributions
to  corporate  shareholders  is eligible  for the  corporate  dividend  received
deduction for Voyageur Growth Stock Fund.



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