U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer:
Voyageur Intermediate Tax Free Funds, Inc.
90 South Seventh Street, Suite 4400
Minneapolis, MN 55402
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2. Name of each series or class of funds for which this notice is filed:
Voyageur Minnesota Limited Term Tax Free Fund
Voyageur National Limited Term Tax Free Fund
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3. Investment Company Act File Number:
811-4364
Securities Act File Number:
2-99266
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4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
N/A
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
-0-
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2.
-0-
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9. Number and aggregate sale price of securities sold during the fiscal year:
1,009,338 shares $10,934,229
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,009,338 shares $10,934,229
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
233,024 shares $2,531,158
<TABLE>
<CAPTION>
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12. Calculation of registration fee:
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 10,934,229
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 2,531,158
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 28,083,815
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): + --
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(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): (14,618,428)
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6): X 1/29 of 1%
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(vii) Fee due [line (i) or line (v) multiplied by line (vii)]: -0-
============
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
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</TABLE>
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a)
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
N/A
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/Kenneth R. Larsen
-----------------------------
KENNETH R. LARSEN - TREASURER
Date /s/02/23/96
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*Please print the name and title of the signing officer below the signature.
DORSEY & WHITNEY
PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402-1498
(612) 340-2600
FAX (612) 340-2868
February 23, 1996
Voyageur Fund Managers, Inc.
90 South Seventh Street
Suite 4400
Minneapolis, Minnesota 55402
Re: Rule 24f-2 Notice for Voyageur Intermediate Tax Free Funds, Inc.
(File Nos. 2-99266 and 811-4364)
Dear Sir or Madam:
We have acted as counsel to Voyaguer Intermediate Tax Free Funds, Inc., a
Minnesota corporation (the "Funds"), in connection with the Funds' Registration
Statement on Form N-1A (File Nos. 2-99266 and 811-4364). This opinion is
addressed to you in connection with a filing by the Funds of a notice (the
"Notice") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. In that connection, we have examined such documents and have reviewed
such questions of law as we have considered necessary and appropriate for the
purposes of this opinion. Based thereon, we advise you that, in our opinion, the
1,242,362 shares of common stock, $.01 par value per share, issued by the Funds
for the fiscal year ended December 31, 1995, as set forth in the Notice, were
legally issued, have been fully paid, and are nonassessable, if issued and sold
upon the terms and in the manner set forth in the Registration Statement of the
Funds referred to above.
Very truly yours,
/s/Dorsey & Whitney P.L.L.P.
KLP
