VOYAGEUR MUTUAL FUNDS III INC /MN/
N-8A/A, 1999-12-14
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

                    ADOPTION OF AND AMENDMENT TO NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940

                    Investment Company Act File No. 811-04547

                  The undersigned,  a Delaware  business trust,  hereby notifies
the U.S.  Securities and Exchange  Commission (the  "Commission") that the Trust
hereby adopts the  Notification  of  Registration  of Voyageur Mutual Funds III,
Inc., a Maryland  corporation,  under and pursuant to the  provisions of Section
8(a) of the Investment  Company Act of 1940, as amended,  and in connection with
such notification of registration submits the following information:

Name of Registrant:     Voyageur Mutual Funds III
                        (a Delaware business trust, as successor registrant to
                        Voyageur Mutual Funds III, Inc., a Maryland corporation)

Address of Principal Business Office (No. & Street, City, State, Zip Code):

                        1818 Market Street
                        Philadelphia, PA 19103

Telephone Number (including area code):  (215) 255-1255

Name and address of agent for service of process:

                        Eric E. Miller, Esq.
                        1818 Market Street
                        Philadelphia, PA 19103

Check Appropriate Box:

                        Registrant  is  filing an  Amendment  to its
                        Registration  Statement  pursuant to Section
                        8(b) of the Investment  Company Act of 1940,
                        as amended,  concurrently with the filing of
                        Form N-8A:

                        YES   [   ]                NO       [X] 1

Item 1.                 Exact name of Registrant:  Voyageur Mutual Funds III

Item 2.                 State and Date of Organization:  Delaware; December 17,
                        1998

Item 3.                 Form of Organization:  business trust

Item 4.                 Classification of Registrant:  management company

Item 5(a).              Registrant is an open-end company.

Item 5(b).              Registrant is a diversified investment company.

Item 6.                 Name and address of Investment Adviser of Registrant:

                              Delaware Management Company
                              a series of Delaware Management Business Trust
                              2005 Market Street
                              One Commerce Square
                              Philadelphia, PA 19103

Item 7.                 Trustees and Officers of the Registrant:

                              Wayne A. Stork, Chairman and Trustee
                              David K. Downes, President, Chief Executive
                                   Officer, Chief Operating Officer, Chief
                                   Financial Officer and Trustee
                              Walter P. Babich, Trustee
                              Anthony D. Knerr, Trustee
                              Ann R. Leven, Trustee
                              Thomas F. Madison, Trustee
                              Charles E. Peck, Trustee
                              Jan L. Yeomans, Trustee
                              Richard G. Unruh, Jr., Executive Vice President
                                   and Chief Investment Officer, Equities
                              H. Thomas McMeekin, Executive Vice President and
                                   Chief Investment Officer, Fixed Income
                              Richard J. Flannery, Esq., Executive Vice
                                   President and General Counsel
                              Eric E. Miller, Esq., Senior Vice President,
                                   Deputy General Counsel, Secretary
                              Joseph H. Hastings, Senior Vice President,
                                   Corporate Controller
                              Michael P. Bishof, Senior Vice President,
                                   Treasurer
                              Gerald S. Frey, Vice President, Senior Portfolio
                                   Manager
                              Frank X. Morris, Vice President, Senior Portfolio
                                   Manager


                         The  address  for each of the  trustees  and
                         officers of the Registrant:

                               1818 Market Street
                               Philadelphia, PA 19103

Item 8.                  Not Applicable.

Item 9(a).               No.

Item 9(b).               Not Applicable.

Item 9(c).               Yes.  The Registrant, Voyageur Mutual Funds III,
                         proposes to begin a public offering of its shares of
                         beneficial interest commencing after the closing of the
                         reorganization of Voyageur Mutual Funds III, Inc.
                         (which is currently a registered investment company
                         engaged in a public offering of its shares) into the
                         Registrant, which is scheduled to occur on December 15,
                         1999, before 9:00 a.m.  In this reorganization, the
                         Registrant will receive all of the assets and
                         liabilities of Voyageur Mutual Funds III, Inc. in
                         exchange for shares of the Registrant.

Item 9(d).               No.

Item 9(e).               Not Applicable.

Item 10.                 Current value of Registrant's total assets:
                              None

Item 11.                 No.

Item 12.                 None.


                                   SIGNATURES

                  Pursuant to the requirements of the Investment  Company Act of
1940, as amended,  the  Registrant  has caused this Adoption of and Amendment to
Notification  of  Registration  to be duly  signed on its  behalf in the City of
Philadelphia,  and  the  Commonwealth  of  Pennsylvania  on  the  13th day of
December, 1999.


                                            VOYAGEUR MUTUAL FUNDS III


                                            By  /S/ ERIC E. MILLER
                                                  Eric E. Miller, Senior Vice
                                                  President and Secretary


Attest:    /S/ MICHAEL D. MABRY
           Michael D. Mabry, Vice President
           and Assistant Secretary


- --------
1      On December 14,  1999,  Voyageur  Mutual  Funds III filed  Post-Effective
       Amendment No. 37 to the  registration  statement on Form N-lA of Voyageur
       Mutual Funds III, Inc. in connection with the  reorganization of Voyageur
       Mutual  Funds  III,  Inc.  into  Voyageur  Mutual  Funds  III.  By and in
       Post-Effective  Amendment No. 37, which was filed pursuant to Rule 485(b)
       under the  Securities  Act of 1933, as amended (the "1933 Act") to become
       effective on December 15, 1999,  Voyageur Mutual Funds III, as successor,
       adopted the registration  statement on Form N-1A of Voyageur Mutual Funds
       III, Inc. as its own  registration  statement  pursuant to Rule 414 under
       the 1933 Act.



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