SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 33-11495
File No. 811-4989
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 23
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
Amendment No. 23
VOYAGEUR MUTUAL FUNDS II, INC.
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:(215) 255-2923
George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA
19103
(Name and Address of Agent for Service)
Approximate Date of Public Offering: April 30, 1998
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
X on April 30, 1998 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate:
____ this post-effective amendment designates a new
effective date for a previously filed post-effective amendement
Title of Securities Being Registered
Tax-Free Colorado Fund A Class
Tax-Free Colorado Fund B Class
Tax-Free Colorado Fund C Class
--- C O N T E N T S ---
This Post-Effective Amendment No. 23 to Registration File
No. 33-11495 includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheets(1)
4. Part A - Prospectus(2)
5. Part B - Statement of Additional Information(2)
6. Part C - Other Information(2)(3)
7. Signatures
(1) This Post-Effective Amendment relates to the Registrant's
one series of shares and its classes: Tax-Free Colorado Fund
- Tax-Free Colorado Fund A Class, Tax-Free Colorado Fund B
Class and Tax-Free Colorado Fund C Class.
(2) The Registrant's Prospectus and Statement of Additional
Information dated April 30, 1998 are incorporated into
this filing by reference to the electronic filing of Post-
Effective Amendment No. 19 to the Registration
Statement of Voyageur Mutual Funds, Inc. filed April 29,
1998.
(3) Items 28 and 29 to Part C are incorporated into this filing
by reference to the electronic filing of Post-Effective
Amendment No. 19 to the Registration Statement of Voyageur
Mutual Funds, Inc. filed April 29, 1998.
CROSS-REFERENCE SHEET
PART A
Item No. Description Location in Prospectus*
1 Cover Page. . . . . . . . Cover Page
2 Synopsis. . . . . . . . . Synopsis; Summary
of Expenses
3 Condensed Financial
Information . . . . . . . Financial Highlights
4 General Description of
Registrant. . . . . . . . Investment Objectives
and Policies; Classes
of Shares
5 Management of the Fund. . Management of the Funds
6 Capital Stock and Other
Securities. . . . . . . . The Delaware Difference;
Dividends and
Distributions; Taxes;
Classes of Shares
7 Purchase of Securities
Being Offered . . . . . . Cover Page; How to Buy
Shares; Calaculation of
Offering Price and Net
Asset Value Per Share;
Management of the Funds
8 Redemption or Repurchase. How to Buy Shares;
Redemption and Exchange
9 Legal Proceedings . . . . None
* The Prospectus is included in and hereby incorporated by
reference to Post-Effective Amendment No. 19 of
Voyageur Mutual Funds, Inc.'s Registration Statement
(File No. 33-63238).
CROSS-REFERENCE SHEET
PART B
Item No. Description Location in Statement of
Additional Information*
10 Cover Page. . . . . . . . Cover Page
11 Table of Contents . . . . Table of Contents
12 General Information and
History . . . . . . . . . Inapplicable
13 Investment Objectives and
Policy. . . . . . . . . . Investment Policies
and Restrictions
14 Management of the
Registrant. . . . . . . . Officers and Directors
15 Control Persons and
Principal Holders of
Securities. . . . . . . . Officers and Directors
16 Investment Advisory and
Other Services. . . . . . Officers and Directors;
Investment Management
Agreements and Sub-
Advisory Agreements;
General Information;
Financial Statements
17 Brokerage Allocation. . . Trading Practices and
Brokerage
18 Capital Stock and Other
Securities. . . . . . . . Capitalization and
Noncumulative Voting
(under General
Information)
19 Purchase, Redemption and
Pricing of Securities
Being Offered . . . . . . Purchasing Shares;
Determining Offering
Price and Net Asset
Value; Redemption and
Repurchase; Exchange
Privilege
20 Tax Status Distributions; Taxes
21 Underwriters Purchasing Shares
22 Calculation of Performance
Data. . . . . . . . . . . Performance Information
23 Financial Statements. . . Financial Statements
* The Statement of Additional Information is included in and
hereby incorporated by reference to Post-Effective
Amendment No. 19 of Voyageur Mutual Funds, Inc.'s
Registration Statement (File No. 33-63238).
CROSS-REFERENCE SHEET
PART C
Item No. Description Location in Part C
24 Financial Statements and
Exhibits. . . . . . . . . Item 24
25 Persons Controlled by or
under Common Control
with Registrant . . . . . Item 25
26 Number of Holders of
Securities. . . . . . . . Item 26
27 Indemnification . . . . . Item 27
28 Business and Other
Connections of Investment
Adviser . . . . . . . . . Item 28
29 Principal Underwriters. . Item 29
30 Location of Accounts and
Records . . . . . . . . . Item 30
31 Management Services . . . Item 31
32 Undertakings. . . . . . . Item 32
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Report
* The financial statements and Accountant's
Report listed above relating to Voyageur
Mutual Funds II, Inc. are incorporated into
this filing by reference into the Fund's Part
B from the Registrant's Annual Report for the
fiscal year ended December 31, 1997.
(b) Exhibits:
(1) Articles of Incorporation.
(a) Certificate of Amendment to the Amended
and Restated Articles of Incorporation
(November 22, 1993) incorporated into
this filing by reference to Post-
ffective Amendment No. 17 filed
April 29, 1994.
(b) Article of Correction (July 27, 1994)
incorporated into this filing by
reference to Post-Effective Amendment
No. 21 filed April 28, 1997.
(c) Certificate of Designation (April 29,
1994) incorporated into this filing by
reference to Post-Effective Amendment
No. 21 filed April 28, 1997.
(d) Certificate of Designation (February 27,
1995) incorporated into this filing by
reference to Post-Effective Amendment
No. 21 filed April 28, 1997.
(2) By-Laws. By-Laws, as amended (November 29,
1993) incorporated into this filing by
reference to Post-Effective Amendment No. 21
filed April 28, 1997.
(3) Voting Trust Agreement. Inapplicable.
(4) Copies of All Instruments Defining the Rights
of Holders.
(a) Articles of Incorporation and Articles
Supplementary.
(i) Article VI of Amended and
Restated Articles of Incorporation
(November 22, 1993) incorporated
into this filing by reference to
Post-Effective Amendment No. 17
filed April 29, 1994.
(ii) Articles of Correction (July 27,
1994) incorporated into this filing
by reference to Post-Effective
Amendment No. 21 filed April 28,
1997.
(iii) Certificate of Designation
(April 29, 1994) incorporated into
this filing by reference to Post-
Effective Amendment No. 21 filed
April 28, 1997.
(iv) Certificate of Designation
(February 27, 1995) incorporated
into this filing by reference to
Post-Effective Amendment No. 21
filed April 28, 1997.
(b) By-Laws.
(i) Article II incorporated into this
filing by reference to Post-
Effective Amendment No. 21 filed
April 28, 1997.
(5) Investment Management Agreement.
(a) Investment Management Agreement
(April 30, 1997) between Voyageur Fund
Managers, Inc. and the Registrant on
behalf of Tax-Free Colorado Fund
incorporated into this filing by
reference to Post-Effective Amendment
No. 22 filed August 28, 1997.
(6) (a) Distribution Agreement.
(i) Proposed Distribution Agreement
(1997) between Delaware
Distributors, L.P. and the
Registrant on behalf of Tax-Free
Colorado Fund incorporated into
this filing by reference to Post-
Effective Amendment No. 22 filed
August 28, 1997.
(b) Administration and Service Agreement.
Form of Administration and Service
Agreement (as amended November 1995)
(Module) incorporated into this filing
by reference to Post-Effective Amendment
No. 22 filed August 28, 1997.
(c) Dealer's Agreement. Dealer's Agreement
(as amended November 1995) (Module)
incorporated into this filing by
reference to Post-Effective Amendment
No. 22 filed August 28, 1997.
(d) Mutual Fund Agreement for the Delaware
Group of Funds (as amended November
1995) (Module) incorporated into this
filing by reference to Post-Effective
Amendment No. 22 filed August 28, 1997.
(7) Bonus, Profit Sharing, Pension Contracts.
Inapplicable.
(8) Custodian Agreement.
(a) Custodian Contract with Norwest Bank
Minnesota N.A. (April 20, 1992)
incorporated into this filing by
reference to Post-Effective Amendment
No. 21 filed April 28, 1997.
(9) Other Material Contracts.
(a) Shareholder Services Agreement (1997)
between Delaware Service Company, Inc.
and the Registrant on behalf of the Fund
(Module) incorporated into this filing
by reference to Post-Effective Amendment
No. 22 filed August 28, 1997.
(b) Executed Fund Accounting Agreement
(August 19, 1996) between Delaware
Service Company, Inc. and the Registrant
on behalf of the Fund (Module)
incorporated into this filing by
reference to Post-Effective Amendment
No. 22 filed August 28, 1997.
(i) Executed Amendment No. 7
(October 14, 1997) to Schedule A to
Delaware Group of Funds Fund
Accounting Agreement attached
as Exhibit.
(ii) Executed Amendment No. 8
(December 18, 1997) to Schedule A
to Delaware Group of Funds Fund
Accounting Agreement attached
as Exhibit.
(10) Opinion of Counsel. Attached as Exhibit.
(11) Consent of Auditors. Attached as
Exhibit.
(12) Inapplicable.
(13) Letter of Investment Intent incorporated into
this filing by reference to Form N-1A filed
on April 13, 1987.
(14) Inapplicable.
(15) Plans under Rule 12b-1.
(a) Plan under Rule 12b-1 for Class A, B and
C Shares (1997) of Voyageur Tax Free
Funds, Inc. on behalf of each Fund
incorporated into this filing by
reference to Post-Effective Amendment
No. 20 filed April 30, 1996.
(16) Schedules of Computation for each Performance
Quotation.
(a) Schedules of Computation of Fund
performance for each Fund incorporated
into this filing by reference to Post-
Effective Amendment No. 20 filed
April 30, 1996.
(17) Financial Data Schedules. Attached as
Exhibits.
(18) Plan under Rule 18f-3.
(a) Plan under Rule 18f-3 (June 19, 1997)
attached as Exhibit.
(19) Other: Directors' Power of Attorney.
Attached as Exhibit.
Item 25. Persons Controlled by or under Common Control with
Registrant. None.
Item 26. Number of Holders of Securities.
(1) (2)
Number of
Title of Class Record Holders
Voyageur Mutual
Funds II, Inc.
Tax-Free Colorado Fund's:
Tax-Free Colorado
Fund A Shares:
Common Stock Par Value 8,018 Accounts
$.01 Per Share as of February 28, 1998
Tax-Free Colorado
Fund B Shares:
Common Stock Par Value 207 Accounts
$.01 Per Share as of February 28, 1998
Tax-Free Colorado
Fund C Shares:
Common Stock Par Value 84 Accounts
$.01 Per Share as of February 28, 1998
Item 27. Indemnification. Incorporated into this filing by
reference to Post-Effective Amendment No. 21 filed
April 28, 1997.
Item 28. Business and Other Connections of Investment Adviser.
Incorporated into this filing by reference to Post-
Effective Amendment No. 19 to the Registration
Statement of Voyageur Mutual Funds, Inc. filed
April 29, 1998
Item 29. Principal Underwriters.
Incorporated into this filing by reference to Post-
Effective Amendment No. 19 to the Registration
Statement of Voyageur Mutual Funds, Inc. filed
April 29, 1998.
Item 30. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia
at 1818 Market Street, Philadelphia, PA 19103 or
One Commerce Square, Philadelphia, PA 19103 or
90 South Seventh Street, Suite 4400, Minneapolis,
Minnesota 55402.
Item 31. Management Services. None.
Item 32. Undertakings.
(a) Inapplicable.
(b) Inapplicable.
(c) The Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered with a
copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
(d) The Registrant hereby undertakes to promptly call
a meeting of shareholders for the purpose of
voting upon the question of removal of any
director when requested in writing to do so by the
record holders of not less than 10% of the
outstanding shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, this Registrant certifies
that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in this City of Philadelphia,
Commonwealth of Pennsylvania on this 21st day of March, 1998.
VOYAGEUR MUTUAL FUNDS II, INC.
By /s/ Wayne A. Stork
Wayne A. Stork
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/Wayne A. Stork Chairman of the March 21, 1998
Wayne A. Stork Board and Director
Executive Vice
President/Chief
Operating Officer/
Chief Financial
Officer (Principal
Financial Officer
and Principal
/s/ David K. Downes Accounting Officer) March 21, 1998
David K. Downes
/s/Walter P. Babich * Director March 21, 1998
Walter P. Babich
/s/Anthony D. Knerr * Director March 21, 1998
Anthony D. Knerr
/s/Ann R. Leven * Director March 21, 1998
Ann R. Leven
/s/W. Thacher Longstreth* Director March 21, 1998
W. Thacher Longstreth
/s/Thomas F. Madison * Director March 21, 1998
Thomas F. Madison
/s/Jeffrey J. Nick * Director March 21, 1998
Jeffrey J. Nick
/s/Charles E. Peck * Director March 21, 1998
Charles E. Peck
*By /s/Wayne A. Stork
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEX TO EXHIBITS
Exhibit No. Exhibit
EX-99.B9BI Executed Amendment No. 7 (October 14,1997) to
Schedule A to Delaware Group of Funds Fund
Accounting Agreement
EX-99.B9BII Executed Amendment No. 8 (December 18, 1997) to
Schedule A to Delaware Group of Funds Fund
Accounting Agreement
EX-99.B10 Opinion of Counsel
EX-99.B11 Consent of Auditors
EX-27 Financial Data Schedules
EX-99.B18A Plan under Rule 18f-3 (June 19, 1997)
EX-99.B19 Directors' Power of Attorney
EX-99.B9BI
Exhibit 24 (b)(9)(b)(i)
AMENDMENT NO.7
to
SCHEDULE A of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
__________________
*Except as otherwise noted, all Portfolios included on this
Schedule A are Existing Portfolios for purposes of the
compensation described on Schedule B to that Fund Accounting
Agreement between Delaware Service Company, Inc. and the Delaware
Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a
Company on behalf of such Portfolio hereof shall be a New
Portfolio for purposes of Schedule B to the Agreement.
Delaware Group Equity Funds V, Inc. (formerly Value)
Value Fund
Retirement Income Fund (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (deregistered
January 14, 1997)
The Emerging Markets Portfolio (New)
The Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-
Free Income Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
Dated as of October 14, 1997
DELAWARE SERVICE COMPANY, INC.
By: /s/ David K. Downes
___________________
David K. Downes
President, Chief Executive Officer and
Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED -TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
By: /s/Wayne A. Stork
_________________
Wayne A. Stork
Chairman
EX-99.B9BII
Exhibit 24(b)(9)(b)(ii)
AMENDMENT NO. 8
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
__________________
*Except as otherwise noted, all Portfolios included on this
Schedule A are Existing Portfolios for purposes of the
compensation described on Schedule B to that Fund Accounting
Agreement between Delaware Service Company, Inc. and the Delaware
Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a
Company on behalf of such Portfolio hereof shall be a New
Portfolio for purposes of Schedule B to the Agreement.
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio (deregistered
January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-
Free Income Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
Dated as of December 18, 1997
DELAWARE SERVICE COMPANY, INC.
By: /s/David K. Downes
___________________
David K. Downes
President, Chief Executive Officer and
Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
By: /s/Wayne A. Stork
_________________
Wayne A. Stork
Chairman
EX-99.B10
Exhibit 24(b)(10)
Law Offices
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8024
March 25, 1998
Voyageur Mutual Funds II, Inc.
1818 Market Street
Philadelphia, Pennsylvania 19103
Re: Legal Opinion-Securities Act of 1933
Ladies and Gentlemen:
We have examined the Amended and Restated Articles of
Incorporation (the "Articles") of Voyageur Mutual Funds II, Inc.
(the "Fund"), a series corporation organized under Minnesota law, the
By-Laws of the Fund, the resolutions adopted by the Fund's Board of
Directors organizing the business of the Fund, and its proposed form
of Share Certificates (if any), all as amended to date, and the
various pertinent corporate proceedings we deem material. We have
also examined the Notification of Registration and the Registration
Statements filed under the Investment Company Act of 1940 (the
"Investment Company Act") and the Securities Act of 1933 (the
"Securities Act"), all as amended to date, as well as other items we
deem material to this opinion.
The Fund is authorized by the Articles to issue ten
trillion (10,000,000,000,000) shares of common stock at a par value
of $.001. The Fund issues shares of the Delaware-Voyageur Tax-Free
Colorado Fund. The Articles also empower the Board to designate any
additional series or classes and allocate shares to such series or
classes.
The Fund has filed with the U.S. Securities and Exchange
Commission, a registration statement under the Securities Act, which
registration statement is deemed to register an indefinite number of
shares of the Fund pursuant to the provisions of Rule 24f-2 under the
Investment Company Act. You have further advised us that the Fund
has filed, and each year hereafter will timely file, a Notice
pursuant to Rule 24f-2 perfecting the registration of the shares sold
by the Fund during each fiscal year during which such registration of
an indefinite number of shares remains in effect.
You have also informed us that the shares of the Fund have
been, and will continue to be, sold in accordance with the Fund's
usual method of distributing its registered shares, under which
prospectuses are made available for delivery to offerees and
purchasers of such shares in accordance with Section 5(b) of the
Securities Act.
Based upon the foregoing information and examination, so
long as the Fund remains a valid and subsisting entity under the laws
of its state of organization, and the registration of an indefinite
number of shares of the Fund remains effective, the authorized shares
of the Fund when issued for the consideration set by the Board of
Directors pursuant to the Articles, and subject to compliance with
Rule 24f-2, will be legally outstanding, fully-paid, and non-
assessable shares, and the holders of such shares will have all the
rights provided for with respect to such holding by the Articles and
the laws of the State of Minnesota.
We hereby consent to the use of this opinion, in lieu of
any other, as an exhibit to the Registration Statement of the Fund,
along with any amendments thereto, covering the registration of the
shares of the Fund under the Securities Act and the applications,
registration statements or notice filings, and amendments thereto,
filed in accordance with the securities laws of the several states in
which shares of the Fund are offered, and we further consent to
reference in the registration statement of the Fund to the fact that
this opinion concerning the legality of the issue has been rendered
by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /s/Mark H. Plafker
Mark H. Plafker
EX-99.B11
Exhibit 24(b)(11)
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Independent Auditors' Report
The Board of Directors
Voyageur Tax-Free Funds, Inc.
Voyageur Intermediate Tax-Free Funds, Inc.
Voyageur Insured Funds, Inc.
Voyageur Investment Trust
Voyageur Investment Trust II
Voyageur Mutual Funds, Inc.
Voyageur Mutual Funds II, Inc.:
We consent to the use of our reports dated February 14, 1997
incorporated herein by reference and to the reference of our Firm
under the heading "FINANCIAL STATEMENTS" in the Statement of
Additional Information.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 27, 1998
Member Firm of
Klynveld Peat Marwick Goerdeler<PAGE>
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Independent Auditors' Report
The Board of Directors and Shareholders
Voyageur Tax-Free Funds, Inc.
Voyageur Intermediate Tax-Free Funds, Inc.
Voyageur Insured Funds, Inc.
Voyageur Investment Trust
Voyageur Investment Trust II
Voyageur Mutual Funds, Inc.
Voyageur Mutual Funds II, Inc.:
We have audited the accompanying statements of changes in net assets
of Voyageur Tax-Free Arizona Fund, Voyageur Tax-Free California Fund,
Voyageur Tax-Free Idaho Fund, Voyageur Tax-Free Iowa Fund, Voyageur
Minnesota High Yield Municipal Bond Fund, Voyageur National High
Yield Municipal Bond Fund, Voyageur Tax-Free New York Fund, Voyageur
Tax-Free Wisconsin Fund (portfolios within Voyageur Mutual Funds,
Inc.); Voyageur Tax-Free California Insured Fund, Voyageur Tax-Free
Florida Fund, Voyageur Tax-Free Florida Insured Fund, Voyageur Tax-
Free Kansas Fund, Voyageur Tax-Free Missouri Fund, Voyageur Tax-Free
New Mexico Fund, Voyageur Tax-Free Oregon Insured Fund, Voyageur Tax-
Free Utah Fund, Voyageur Tax-Free Washington Insured Fund (portfolios
within Voyageur Investment Trust); Voyageur Tax-Free Arizona Insured
Fund, Voyageur Minnesota Insured Fund, (portfolios within Voyageur
Insured Funds, Inc.); Voyageur Tax-Free Minnesota Fund, Voyageur Tax-
Free North Dakota Fund, (portfolios within Voyageur Tax-Free Funds,
Inc.); Voyageur Tax-Free Florida Intermediate Fund (a portfolio
within Voyageur Investment Trust II); Voyageur Tax-Free Minnesota
Intermediate Fund, (a portfolio within Voyageur Tax-Free Funds,
Inc.); and Voyageur Tax-Free Colorado Fund (a portfolio within
Voyageur Mutual Funds II, Inc.) for the year ended December 31, 1996,
and the financial highlights for the periods ended prior to or on
December 31, 1996. The statements of changes in net assets and the
financial highlights are the responsibility of Fund management. Our
responsibility is to express an opinion on the statements of changes
in net assets and the financial highlights based on our audits.
Member firm of
KPMG International<PAGE>
KPMG Peat Marwick LLP
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements and the financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights
referred to above present fairly, in all material respects, the
changes in net assets of and financial highlights of the
aforementioned funds for the periods ended prior to or on December
31, 1996, in conformity with generally accepted accounting
principles.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 14, 1997
Consent of Ernst & Young LLP, Independent Auditors
We consent to the references to our firm under the captions Financial
Highlights in the Prospectus and Financial Statements in the
Statement of Additional Information and to the incorporation by
reference in this Post-Effective Amendment No. 23 to the Registration
Statement (Form N-1A) (No. 33-11495) of Voyageur Mutual Funds II, Inc.
(comprised of Delaware-Voyageur Tax-Free Colorado Fund) of our report
dated February 16, 1998, included in the 1997 Annual Report to
shareholders.
/s/ Ernst & Young LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
April 24, 1998
Report of Independent Auditors
To the Shareholders and Board of Directors
Voyageur Mutual Funds II, Inc.-Delaware-Voyageur Tax-Free Colorado Fund
Voyageur Mutual Funds, Inc.-Delaware-Voyageur Tax-Free Arizona Fund
Voyageur Insured Funds, Inc. - Delaware-Voyageur Tax-Free Arizona
Insured Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free New Mexico
Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Utah Fund
We have audited the accompanying statements of net assets of Tax-Free
Colorado Fund, Tax-Free Arizona Fund, Tax-Free Arizona Insured Fund,
Tax-Free New Mexico Fund, and Tax-Free Utah Fund (the Funds ) as of
December 31, 1997, and the related statements of operations, the
statements of changes in net assets and the financial highlights for
the year then ended. These financial statements and financial
highlights are the responsibility of the Funds management. Our
responsibility is to express an opinion on these financial statements
and financial highlights based on our audits. The statements of
changes in net assets for the year ended December 31, 1996 and the
financial highlights for the periods presented through December 31,
1996 were audited by other auditors whose reports thereon dated
February 14, 1997 expressed unqualified opinions on those statements
and financial highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements and financial highlights.
Our procedures included confirmation of securities owned as of December
31, 1997, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the 1997 financial statements and financial highlights
present fairly, in all material respects, the financial position of
each of the respective Funds at December 31, 1997, and the results of
their operations, the changes in their net assets and their financial
highlights for the year then ended, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
February 16, 1998
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EX-27
Exhibit 17
<ARTICLE> 6
<CIK> 0000809872
<NAME> VOYAGEUR MUTUAL FUNDS II, INC.
<SERIES>
<NUMBER> 011
<NAME> DELAWARE-VOYAGEUR TAX-FREE COLORADO FUND A CLASS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 342,571
<INVESTMENTS-AT-VALUE> 366,296
<RECEIVABLES> 4,320
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 19
<TOTAL-ASSETS> 370,635
<PAYABLE-FOR-SECURITIES> 1,344
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,803
<TOTAL-LIABILITIES> 3,147
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 346,546
<SHARES-COMMON-STOCK> 31,469
<SHARES-COMMON-PRIOR> 33,239
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 4,767
<ACCUM-APPREC-OR-DEPREC> 25,709
<NET-ASSETS> 357,993
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,727
<OTHER-INCOME> 0
<EXPENSES-NET> 2,976
<NET-INVESTMENT-INCOME> 18,751
<REALIZED-GAINS-CURRENT> 4,505
<APPREC-INCREASE-CURRENT> 15,303
<NET-CHANGE-FROM-OPS> 38,559
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 18,997
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,281
<NUMBER-OF-SHARES-REDEEMED> 5,214
<SHARES-REINVESTED> 1,164
<NET-CHANGE-IN-ASSETS> 3,465
<ACCUMULATED-NII-PRIOR> 581
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 9,272
<GROSS-ADVISORY-FEES> 1,787
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,154
<AVERAGE-NET-ASSETS> 350,831
<PER-SHARE-NAV-BEGIN> 10.780
<PER-SHARE-NII> .574
<PER-SHARE-GAIN-APPREC> .618
<PER-SHARE-DIVIDEND> .592
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 11.380
<EXPENSE-RATIO> .81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EX-27
Exhibit 17
<ARTICLE> 6
<CIK> 0000809872
<NAME> VOYAGEUR MUTUAL FUNDS II, INC.
<SERIES>
<NUMBER> 012
<NAME> DELAWARE-VOYAGEUR TAX-FREE COLORADO FUND B CLASS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 342,571
<INVESTMENTS-AT-VALUE> 366,296
<RECEIVABLES> 4,320
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 19
<TOTAL-ASSETS> 370,635
<PAYABLE-FOR-SECURITIES> 1,344
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,803
<TOTAL-LIABILITIES> 3,147
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 346,546
<SHARES-COMMON-STOCK> 685
<SHARES-COMMON-PRIOR> 387
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 4,767
<ACCUM-APPREC-OR-DEPREC> 25,709
<NET-ASSETS> 7,798
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,727
<OTHER-INCOME> 0
<EXPENSES-NET> 2,976
<NET-INVESTMENT-INCOME> 18,751
<REALIZED-GAINS-CURRENT> 4,505
<APPREC-INCREASE-CURRENT> 15,303
<NET-CHANGE-FROM-OPS> 38,559
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 263
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 326
<NUMBER-OF-SHARES-REDEEMED> 48
<SHARES-REINVESTED> 20
<NET-CHANGE-IN-ASSETS> 3,465
<ACCUMULATED-NII-PRIOR> 581
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 9,272
<GROSS-ADVISORY-FEES> 1,787
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,154
<AVERAGE-NET-ASSETS> 5,845
<PER-SHARE-NAV-BEGIN> 10.780
<PER-SHARE-NII> .483
<PER-SHARE-GAIN-APPREC> .616
<PER-SHARE-DIVIDEND> .499
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 11.380
<EXPENSE-RATIO> 1.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EX-27
Exhibit 17
<ARTICLE> 6
<CIK> 0000809872
<NAME> VOYAGEUR MUTUAL FUNDS II, INC.
<SERIES>
<NUMBER> 013
<NAME> DELAWARE-VOYAGEUR TAX-FREE COLORADO FUND C CLASS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 342,571
<INVESTMENTS-AT-VALUE> 366,296
<RECEIVABLES> 4,320
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 19
<TOTAL-ASSETS> 370,635
<PAYABLE-FOR-SECURITIES> 1,344
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,803
<TOTAL-LIABILITIES> 3,147
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 346,546
<SHARES-COMMON-STOCK> 149
<SHARES-COMMON-PRIOR> 141
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 4,767
<ACCUM-APPREC-OR-DEPREC> 25,709
<NET-ASSETS> 1,697
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 21,727
<OTHER-INCOME> 0
<EXPENSES-NET> 2,976
<NET-INVESTMENT-INCOME> 18,751
<REALIZED-GAINS-CURRENT> 4,505
<APPREC-INCREASE-CURRENT> 15,303
<NET-CHANGE-FROM-OPS> 38,559
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 73
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 51
<NUMBER-OF-SHARES-REDEEMED> 49
<SHARES-REINVESTED> 6
<NET-CHANGE-IN-ASSETS> 3,465
<ACCUMULATED-NII-PRIOR> 581
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 9,272
<GROSS-ADVISORY-FEES> 1,787
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,154
<AVERAGE-NET-ASSETS> 1,606
<PER-SHARE-NAV-BEGIN> 10.780
<PER-SHARE-NII> .484
<PER-SHARE-GAIN-APPREC> .615
<PER-SHARE-DIVIDEND> .499
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 11.380
<EXPENSE-RATIO> 1.64
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
EX-99.B18A
Exhibit 24(b)(18)(a)
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VAM INSTITUTIONAL FUNDS, INC.
Multiple Class Plan Pursuant to Rule 18f-3
As Approved as of June 19, 1997
I. Preamble
Each of the funds listed below (each a "Fund", and collectively
the "Funds"), is a separate series of one of the above-captioned
registrants (each, a "Company"). Each Fund has elected to rely on Rule
18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act") in offering multiple classes of shares in such Fund:
Voyageur Minnesota Tax Free Fund
Voyageur North Dakota Tax Free Fund
Voyageur Minnesota Limited Term Tax Free Fund
Voyageur Arizona Limited Term Tax Free Fund
Voyageur Colorado Limited Term Tax Free Fund
Voyageur California Limited Term Tax Free Fund
Voyageur Minnesota Insured Fund
Voyageur Arizona Insured Tax Free Fund
Voyageur Colorado Insured Tax Free Fund
Voyageur U.S. Government Securities Fund
Voyageur Florida Insured Tax Free Fund
Voyageur California Insured Tax Free Fund
Voyageur Kansas Tax Free Fund
Voyageur Missouri Insured Tax Free Fund
Voyageur New Mexico Tax Free Fund
Voyageur Oregon Insured Tax Free Fund
Voyageur Utah Tax Free Fund
Voyageur Washington Insured Tax Free Fund
Voyageur Florida Tax Free Fund
Voyageur Florida Limited Term Tax Free Fund
Voyageur Iowa Tax Free Fund
Voyageur Wisconsin Tax Free Fund
Voyageur Idaho Tax Free Fund
Voyageur Minnesota High Yield Municipal Bond Fund
Voyageur National High Yield Municipal Bond Fund
Voyageur Arizona Tax Free Fund
Voyageur California Tax Free Fund
Voyageur New York Tax Free Fund
Voyageur Colorado Tax Free Fund
Voyageur Growth Stock Fund
Voyageur Aggressive Growth Fund
This plan pursuant to rule 18f-3 (the "Plan"), which shall become
effective for the Funds on the Effective Date (as defined in section VI
of this Plan), sets forth the differences among classes of shares of
the Funds, including distribution arrangements, shareholder services,
income gains and expense allocations, conversion and exchange options,
and voting rights.
II. Attributes of Share Classes.
The attributes of each existing class of the existing Funds with
respect to distribution arrangements, shareholder services, and
conversion and exchange options shall be as set forth in the following
materials:
A. Prospectus and Statement of Additional Information of each
respective Fund as in effect (including supplements) as of the
Effective Date (as defined in section VI hereof).
B. Plan of Distribution pursuant to Rule 12b-1 under the 1940
Act ("Rule 12b-1 Plan") for each Company and Fund as in effect on the
Effective Date (as defined in section VI hereof).
Expenses, income and gains of such existing classes of the Funds shall
be allocated in the manner set forth in III and IV below. Each such
existing class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement for
shareholder services and the distribution of shares and shall have
separate voting rights on any matter submitted to shareholders in which
the interests of one class differ from the interest of any other class,
and shall have in all other respects the same rights and obligations as
each other class.
III. Expense Allocation.
A. Class-specific expenses. Each Company shall allocate to each
class of shares of a Fund any fees and expenses incurred by the Company
in connection with the distribution or servicing of such class of
shares under a Rule 12b-1 Plan, if any, adopted for such class. In
addition, the Company reserves the right, subject to approval by the
Company's Board of Directors/Trustees, to allocate fees and expenses of
the following nature to a particular class of shares of a Fund (to the
extent that such fees and expenses actually vary among each class of
shares or vary by types of services provided to each class of shares of
the Fund):
(i) transfer agency and other recordkeeping costs;
(ii) Securities and Exchange Commission and blue sky
registration or qualification fees;
(iii) printing and postage expenses related to printing
and distributing class specific materials, such as
shareholder reports, prospectuses and proxies to
current shareholders of a particular class or to
regulatory authorities with respect to such class
of shares;
(iv) audit or accounting fees or expenses relating
solely to such class;
(v) the expenses of administrative personnel and
services as required to support the shareholders
of such class;
(vi) litigation or other legal expenses relating solely
to such class of shares;
(vii) Directors'/Trustees' fees and expenses incurred as
a result of issues relating solely to such class
of shares; and
(viii) other expenses subsequently identified and
determined to be properly allocated to such class
of shares.
B. Common Expenses.
(i) For Funds which declare a dividend to shareholders
on a daily basis ("Daily Dividend Funds"), except
for any expenses that are allocated to a
particular class as described in paragraph A
above, all expenses incurred by a Fund will be
allocated to each class of shares of such Fund on
the basis of "settled shares" (net assets valued
in accordance with generally accepted accounting
principles but excluding the value of
subscriptions receivable) of each class in
relation to the net assets of the Fund.
(ii) For Funds which do not declare a dividend to
shareholders on a daily basis ("Non-Daily Dividend
Funds"), except for any expenses that are
allocated to a particular class as described in
paragraph A above, all expenses incurred by a Fund
will be allocated to each class of shares of such
Fund on the basis of the net asset value of each
such class in relation to the net asset value of
the Fund.
IV. Allocation of Income and Gains.
A. Daily Dividend Funds.
(i) Income of a Daily Dividend Fund will be allocated
to each class of shares of such Fund on the basis
of settled shares of each class in relation to the
net assets of the Fund.
(ii) Realized and unrealized capital gains and losses
of a Fund will be allocated to each class of
shares of such Fund on the basis of the net asset
value of each such class in relation to the net
asset value of the Fund.
B. Non-Daily Dividend Funds.
(i) Income of a Non-Daily Dividend Fund will be
allocated to each class of shares of such Fund on
the basis of the net asset value of each such
class in relation to the net asset value of the
Fund.
(ii) Realized and unrealized gains and losses of a Non-
Daily Dividend Fund will be allocated to each
class of shares of such Fund on the basis of the
net asset value of each such class in relation to
the net asset value of the Fund.
V. Amendment of Plan; Periodic Review.
A. New Funds and New Classes. With respect to any new portfolio
of a Company created after the date of this Plan and any new class of
shares of the existing Funds created after the date of this Plan, the
Board of Directors/Trustees of such Company shall approve amendments to
this Plan setting forth the attributes of the classes of shares of such
new portfolio or of such new class of shares.
B. Material Amendments and Periodic Reviews. The Board of
Directors/Trustees of each Company, including a majority of the
independent directors/trustees, shall periodically review this Plan for
its continued appropriateness and shall approve any material amendment
of this Plan as it relates to any class of any Fund covered by this
Plan.
VI. Effective Date of Plan.
This Plan shall become effective for a Fund upon conversion of the
accounting system for such Fund (the "Effective Date"). Upon the
Effective Date, this Plan shall supersede any other plan pursuant to
Rule 18f-3 which previously has been adopted for a Fund.
POWER OF ATTORNEY
Each of the undersigned, a member of the Boards of
Directors/Trustees of the Delaware Group Funds listed on Exhibit A to
this Power of Attorney, hereby constitutes and appoints on behalf of
each of the Funds listed on Exhibit A, Wayne A. Stork, Jeffrey J. Nick
and Walter P. Babich and any one of them acting singly, his true and
lawful attorneys-in-fact, in his name, place, and stead, to execute and
cause to be filed with the Securities and Exchange Commission and other
federal or state government agency or body, such registration
statements, and any and all amendments thereto as either of such
designees may deem to be appropriate under the Securities Act of 1933,
as amended, the Investment Company Act of 1940, as amended, and all
other applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned have executed this instrument
as of this 18th day of December, 1997.
/s/Walter P. Babich /s/Thomas F. Madison
Walter P. Babich Thomas F. Madison
/s/Anthony D. Knerr /s/Jeffrey J. Nick
Anthony D. Knerr Jeffrey J. Nick
/s/Ann R. Leven /s/Charles E. Peck
Ann R. Leven Charles E. Peck
/s/W. Thacher Longstreth /s/Wayne A. Stork
W. Thacher Longstreth Wayne A. Stork
POWER OF ATTORNEY
EXHIBIT A
DELAWARE GROUP FUNDS
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP FOUNDATION FUNDS
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
