VOYAGEUR MUTUAL FUNDS II
N-8A/A, 1999-11-01
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

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

                    Investment Company Act File No. 811-4989

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

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

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

                          1818 Market Street
                          Philadelphia, PA 19103

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

Name and address of agent for service of process:

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

Check Appropriate Box:

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

                          YES   [ ]     NO   [X] 1

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

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

Item 3.              Form of Organization:  business trust

Item 4.              Classification of Registrant:  management company

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

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

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

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

Item 7.              Trustees and Officers of the Registrant:

                     Wayne A. Stork, Chairman and Trustee
                     David A. Downes, President, Chief Executive Officer, Chief
                        Operating Officer, Chief Financial Officer and Trustee
                     Walter P. Babich, Trustee
                     Anthony D. Knerr, Trustee
                     Ann R. Leven, Trustee
                     Thomas F. Madison, Trustee
                     Charles E. Peck, Trustee
                     Jan L. Yoemans, Trustee
                     H. Thomas McMeekin, Executive Vice President and Chief
                        Investment Officer, Fixed Income
                     Richard J. Flannery, Esq., Executive Vice President and
                        General Counsel
                     Eric E. Miller, Esq., Senior Vice President, Deputy General
                        Counsel, Secretary
                     Joseph H. Hastings, Senior Vice President, Corporate
                        Controller
                     Michael P. Bishof, Senior Vice President, Treasurer
                     Patrick P. Coyne, Vice President, Senior Portfolio Manager
                     Mitchell L. Conery, Vice President, Senior Portfolio
                        Manager
                     Elizabeth H. Howell, Vice President, Senior Portfolio
                        Manager
                     Andrew M. McCullagh, Vice President, Senior Portfolio
                        Manager

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

                        1818 Market Street
                        Philadelphia, PA 19103

Item 8.              Not Applicable.

Item 9(a).           No.

Item 9(b).           Not Applicable.

Item 9(c).           Yes. The  Registrant, Voyageur Mutual Funds II, proposes to
                     begin a public offering of its shares of beneficial
                     interest commencing after the closing of the reorganization
                     of Voyageur Mutual Funds II, Inc. (which is  currently a
                     registered  investment  company engaged in a public
                     offering of its shares) into the Registrant, which is
                     scheduled to occur on November 1, 1999, before 9:00 a.m.
                     In this reorganization, the Registrant will receive all of
                     the assets and liabilities of Voyageur Mutual Funds II,
                     Inc. in exchange for shares of the Registrant.

Item 9(d).           No.

Item 9(e).           Not Applicable.

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

Item 11.             No.

Item 12.             None.


                                   SIGNATURES

           Pursuant to the  requirements of the Investment  Company Act of 1940,
as  amended,  the  Registrant  has caused  this  Adoption  of and  Amendment  to
Notification  of  Registration  to be duly  signed on its  behalf in the City of
Philadelphia,  and  the  Commonwealth  of  Pennsylvania  as of the  29th  day of
October, 1999.


                          VOYAGEUR MUTUAL FUNDS II


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


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

- - --------
1   On August 16, 1999, Voyageur Mutual Funds II filed Post-Effective  Amendment
    No. 26 to the  registration  statement on Form N-lA of Voyageur Mutual Funds
    II, Inc. in connection with the  reorganization of Voyageur Mutual Funds II,
    Inc. into Voyageur Mutual Funds II. By and in  Post-Effective  Amendment No.
    26,  which was filed  pursuant to Rule 485(a)  under the  Securities  Act of
    1933, as amended (the "1933 Act"),  Voyageur  Mutual Funds II, as successor,
    adopted the registration statement on Form N-1A of Voyageur Mutual Funds II,
    Inc. as its own registration  statement  pursuant to Rule 414 under the 1933
    Act.



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