<PAGE>
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. 25 [X]
----
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 24
----
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: December 29, 1998
-----------------
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b)
X on 12/29/98 pursuant to paragraph (b) of Rule 485
---
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 amendment
Title of Securities Being Registered
------------------------------------
Tax-Free Colorado Fund A Class
Tax-Free Colorado Fund B Class
Tax-Free Colorado Fund C Class
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 24 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 December 29, 1998 are incorporated into this filing by reference
to the electronic filing of 1933 Act Post-Effective Amendment No. 22 to
the Registration Statement of Voyageur Mutual Funds, Inc. filed
November 30, 1998.
(3) Items 28 and 29 to Part C are incorporated into this filing by
reference to the electronic filing of 1933 Act Post-Effective Amendment
No. 22 to the Registration Statement of Voyageur Mutual Funds, Inc.
filed November 30, 1998.
<PAGE>
CROSS-REFERENCE SHEET
PART A
<TABLE>
<CAPTION>
Item No. Description Location in Prospectus*
- -------- ----------- -----------------------
<S> <C> <C>
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
</TABLE>
* The Prospectus is included in and hereby incorporated by reference to
1933 Act Post-Effective Amendment No. 22 of Voyageur Mutual Funds,
Inc.'s Registration Statement (File No. 33-63238).
<PAGE>
CROSS-REFERENCE SHEET
PART B
<TABLE>
<CAPTION>
Location in Statement of
Item No. Description Additional Information*
- -------- ----------- -----------------------
<S> <C> <C>
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
</TABLE>
* The Statement of Additional Information is included in and hereby
incorporated by reference to 1933 Act Post-Effective Amendment No. 22
of Voyageur Mutual Funds, Inc.'s Registration Statement (File No.
33-63238).
<PAGE>
CROSS-REFERENCE SHEET
PART C
<TABLE>
<CAPTION>
Item No. Description Location in Part C
- -------- ----------- ------------------
<S> <C> <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
</TABLE>
* Items 28 and 29 to Part C are included in and hereby incorporated by
reference to 1933 Act Post-Effective Amendment No. 22 of Voyageur
Mutual Funds, Inc.'s Registration Statement (File No. 33-63238).
<PAGE>
PART C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statement of Net Assets
Statement of Operations
Statements 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 August 31, 1998.
(b) Exhibits:
(1) Articles of Incorporation.
(a) Certificate of Amendment to the
Amended and Restated Articles of
Incorporation (November 22, 1993)
incorporated into this filing by
reference to Post-Effective
Amendment No. 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.
<PAGE>
PART C - Other Information
(Continued)
(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.
<PAGE>
(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.
<PAGE>
PART C - Other Information
(Continued)
(9) Other Material Contracts.
(a) Shareholder Services Agreement
(1997) between Delaware Service
Company, Inc. and the Registrant
on behalf of 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. 9
(March 31, 1998) to
Schedule A to Delaware
Group of Funds Fund
Accounting Agreement
attached as Exhibit.
(ii) Form of Amendment No. 10
(1998) to Schedule A to
Delaware Group of Funds
Fund Accounting Agreement
attached as Exhibit.
(iii) Form of Amendment No. 11
(1998) to Schedule A to
Delaware Group of Funds
Fund Accounting Agreement
attached as Exhibit.
(iv) Form of Amendment No. 12
(1998) to Schedule A to
Delaware Group of Funds
Fund Accounting Agreement
attached as Exhibit.
(10) Opinion of Counsel. Incorporated into this
filing by reference to Post-Effective
Amendment No. 23 filed April 29, 1998.
(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.
<PAGE>
(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.
<PAGE>
PART C - Other Information
(Continued)
(17) Financial Data Schedules. Attached as
Exhibits.
(18) Plan under Rule 18f-3.
(a) Plan under Rule 18f-3 (June 19,
1997) incorporated into this
filing by reference to
Post-Effective Amendment No. 23
filed April 29, 1998.
(19) Other: Directors' Power of Attorney.
Incorporated into this filing by reference
to Post-Effective Amendment No. 23 filed
April 29, 1998.
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 7,665 Accounts
$.01 Per Share as of September 30, 1998
Tax-Free Colorado Fund B Shares:
Common Stock Par Value 250 Accounts
$.01 Per Share as of September 30, 1998
Tax-Free Colorado Fund C Shares:
Common Stock Par Value 83 Accounts
$.01 Per Share as of September 30, 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. 22 to the Registration Statement of Voyageur
Mutual Funds, Inc. filed November 30, 1998.
Item 29. Principal Underwriters.
Incorporated into this filing by reference to Post-Effective
Amendment No. 22 to the Registration Statement of Voyageur
Mutual Funds, Inc. filed November 30, 1998.
<PAGE>
PART C - Other Information
(Continued)
Item 30. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at
1818 Market Street, Philadelphia, PA 19103 or One Commerce
Square, Philadelphia, PA 19103 or 90 South Seventh Street,
Suite 4400, Minneapolis, Minnesota 55402.
Item 31. Management Services. None.
Item 32. Undertakings.
(a) Inapplicable.
(b) Inapplicable.
(c) The Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered with a copy
of the Registrant's latest annual report to
shareholders, upon request and without charge.
(d) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting
upon the question of removal of any director when
requested in writing to do so by the record holders
of not less than 10% of the outstanding shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on
this 30th day of November, 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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Wayne A. Stork Chairman of the Board and Director November 30, 1998
- -------------------------------------
Wayne A. Stork
/s/ David K. Downes Executive Vice President/Chief Operating November 30, 1998
- ------------------------------------- Officer/Chief Financial Officer
David K. Downes (Principal Financial Officer and
Principal Accounting Officer)
/s/ Walter P. Babich * Director November 30, 1998
- -------------------------------------
Walter P. Babich
/s/ Anthony D. Knerr * Director November 30, 1998
- -------------------------------------
Anthony D. Knerr
/s/ Ann R. Leven * Director November 30, 1998
- -------------------------------------
Ann R. Leven
/s/ W. Thacher Longstreth * Director November 30, 1998
- -------------------------------------
W. Thacher Longstreth
/s/ Thomas F. Madison * Director November 30, 1998
- -------------------------------------
Thomas F. Madison
/s/ Jeffrey J. Nick * Director November 30, 1998
- -------------------------------------
Jeffrey J. Nick
/s/ Charles E. Peck * Director November 30, 1998
- -------------------------------------
Charles E. Peck
*By /s/ Wayne A. Stork
------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ---------- -------
EX-99.B9BI Executed Amendment No. 9 (March 31, 1998) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement
EX-99.B9BII Form of Amendment No. 10 (1998) to Schedule A to Delaware
Group of Funds Fund Accounting Agreement
EX-99.B9BIII Form of Amendment No. 11 (1998) to Schedule A to Delaware
Group of Funds Fund Accounting Agreement
EX-99.B9BIV Form of Amendment No. 12 (1998) to Schedule A to Delaware
Group of Funds Fund Accounting Agreement
EX-99.B11 Consent of Auditors
EX-27 Financial Data Schedules
<PAGE>
EX-99.B9BI
Exhibit 24(b)(9)(b)(i)
AMENDMENT NO. 9
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
- ------------------
*Except as otherwise noted, all Portfolios included on
this Schedule A are Existing Portfolios for purposes of the compensation
described on Schedule B to that Fund Accounting Agreement between Delaware
Service Company, Inc. and the Delaware Group of Funds dated as of August 19,
1996 ("Agreement"). All portfolios added to this Schedule A by amendment
executed by a Company on behalf of such Portfolio hereof shall be a New
Portfolio for purposes of Schedule B to the Agreement.
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund)
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio (deregistered
January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
15
<PAGE>
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
REIT 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)
16
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
17
<PAGE>
Dated as of March 31, 1998
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
18
<PAGE>
EX-99.B9BII
Exhibit 24(b)(9)(b)(ii)
AMENDMENT NO. 10
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
Social Awareness Fund (formerly 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.
19
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
The Asset Allocation 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)
The Small-Cap Growth Equity Portfolio (New)
The Growth and 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)
20
<PAGE>
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Social Awareness Series (formerly Quantum Series) (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Small Cap Value Series (formerly 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 US 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)
21
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
22
<PAGE>
Dated as of August , 1998
DELAWARE SERVICE COMPANY, INC.
By: _______________
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
By: ______________
Wayne A. Stork
Chairman
23
<PAGE>
EX-99.B9BIII
Exhibit 24(b)(9)(b)(iii)
AMENDMENT NO. 11
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
Social Awareness Fund (formerly Quantum Fund) (New)
Diversified Value 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.
24
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
The Asset Allocation 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)
The Small-Cap Growth Equity Portfolio (New)
The Growth and 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)
25
<PAGE>
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Social Awareness Series (formerly Quantum Series) (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Small Cap Value Series (formerly 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 US 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)
26
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
27
<PAGE>
Dated as of August , 1998
DELAWARE SERVICE COMPANY, INC.
By: _______________
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
By: ______________
Wayne A. Stork
Chairman
28
<PAGE>
EX-99.B9BIV
Exhibit 24(b)(9)(b)(iv)
AMENDMENT NO. 12
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
Social Awareness Fund (formerly Quantum Fund) (New)
Diversified Value 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.
29
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
The Asset Allocation 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)
Corporate Bond Fund (New)
Extended Duration Bond 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)
The Small-Cap Growth Equity Portfolio (New)
The Growth and Income Portfolio (New)
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
30
<PAGE>
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Social Awareness Series (formerly Quantum Series) (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Small Cap Value Series (formerly 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 US 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)
31
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
32
<PAGE>
Dated as of September , 1998
DELAWARE SERVICE COMPANY, INC.
By: _______________
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
By: ______________
Wayne A. Stork
Chairman
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 24 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 October 5, 1998, included in the
1998 Annual Report to shareholders.
/s/ Ernst & Young LLP
- --------------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
November 27, 1998
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Directors
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free Arizona Fund
Voyageur Insured Funds, Inc. - Delaware-Voyageur Tax-Free Arizona Insured Fund
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free California Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free California Insured Fund
Voyageur Mutual Funds II, Inc. - Delaware-Voyageur Tax-Free Colorado 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 Arizona
Fund, Tax-Free Arizona Insured Fund, Tax-Free California Fund, Tax-Free
California Insured Fund, Tax-Free Colorado Fund, Tax-Free New Mexico Fund and
Tax-Free Utah Fund (the "Funds") as of August 31, 1998, and the related
statements of operations, statements of changes in net assets and financial
highlights for the period January 1, 1998 through August 31, 1998 and for the
year ended December 31, 1997. 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 August 31, 1998, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective Funds at August 31, 1998, and the results of their operations,
the changes in their net assets and their financial highlights for the period
January 1, 1998 through August 31, 1998 and for the year ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
- ----------------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
October 5, 1998
<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 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 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.
<PAGE>
KPMG Peat Marwick LLP
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the changes in net assets of
and financial highlights of the aforementioned funds for the periods ended prior
to or on December 31, 1996, in conformity with generally accepted accounting
principles.
/s/KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 14, 1997
<PAGE>
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 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
November 30, 1998
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<NAME> VOYAGEUR MUTUAL FUNDS II, INC.
<SERIES>
<NUMBER> 013
<NAME> DELAWARE-VOYAGEUR TAX-FREE COLORADO FUND C CLASS
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<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 337,354,973
<INVESTMENTS-AT-VALUE> 365,824,758
<RECEIVABLES> 5,916,798
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> (1,026,026)
<TOTAL-ASSETS> 370,715,533
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 794,142
<TOTAL-LIABILITIES> 794,142
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 344,585,493
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<ACCUMULATED-NET-GAINS> (3,133,887)
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<NET-ASSETS> 2,068,302
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<EXPENSES-NET> 2,073,880
<NET-INVESTMENT-INCOME> 11,994,585
<REALIZED-GAINS-CURRENT> 1,633,238
<APPREC-INCREASE-CURRENT> 2,760,702
<NET-CHANGE-FROM-OPS> 16,388,525
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 51,940
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 57,114
<NUMBER-OF-SHARES-REDEEMED> 30,633
<SHARES-REINVESTED> 3,944
<NET-CHANGE-IN-ASSETS> 2,433,269
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (3,660,851)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,229,144
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,299,705
<AVERAGE-NET-ASSETS> 1,872,994
<PER-SHARE-NAV-BEGIN> 11.380
<PER-SHARE-NII> 0.319
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<PER-SHARE-DIVIDEND> 0.319
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<PER-SHARE-NAV-END> 11.520
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<AVG-DEBT-PER-SHARE> 0
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<TABLE> <S> <C>
<ARTICLE> 6
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<NAME> VOYAGEUR MUTUAL FUNDS II, INC.
<SERIES>
<NUMBER> 012
<NAME> DELAWARE-VOYAGEUR TAX-FREE COLORADO FUND B CLASS
<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 337,354,973
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<NET-ASSETS> 10,726,213
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<NET-CHANGE-FROM-OPS> 16,388,525
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<NUMBER-OF-SHARES-REDEEMED> 17,487
<SHARES-REINVESTED> 16,342
<NET-CHANGE-IN-ASSETS> 2,433,269
<ACCUMULATED-NII-PRIOR> 0
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000809872
<NAME> VOYAGEUR MUTUAL FUNDS II, INC.
<SERIES>
<NUMBER> 011
<NAME> DELAWARE-VOYAGEUR TAX-FREE COLORADO FUND A CLASS
<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
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<OVERDISTRIBUTION-GAINS> 0
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<EXPENSE-RATIO> 0.830
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
