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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. X
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Post-Effective Amendment No. 27 X
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AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 28
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VOYAGEUR MUTUAL FUNDS II
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(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-1255
Eric E. Miller, Esquire, 1818 Market Street, Philadelphia, PA 19103
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(Name and Address of Agent for Service)
Approximate Date of Public Offering: November 1, 1999
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It is proposed that this filing will become effective:
------ immediately upon filing pursuant to paragraph (b)
X on November 1, 1999 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
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If appropriate:
------ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
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--- C O N T E N T S ---
This Post-Effective Amendment No. 27 to Registration File No. 33-11495 includes
the following:
1. Facing Page
2. Contents Page
3. Part A - Prospectus(1)
4. Part B - Statement of Additional Information(1)
5. Part C - Other Information(2)
6. Signatures
This Post-Effective Amendment relates to the Registrant's one series of shares
and its classes: Delaware Tax-Free Colorado Fund - Delaware Tax-Free Colorado
Fund A Class, Delaware Tax-Free Colorado Fund B Class and Delaware Tax-Free
Colorado Fund C Class.
(1) The Registrant's Prospectus and Statement of Additional Information are
incorporated into this filing by reference to the electronic filing of
Post-Effective Amendment No. 24 to the Registration Statement of Voyageur
Mutual Funds filed November 1, 1999.
(2) Items 26(a) and 27 to Part C are incorporated into this filing by
reference to the electronic filing of Post-Effective Amendment No. 24 to
the Registration Statement of Voyageur Mutual Funds filed November 1,
1999.
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PART C
Other Information
Item 23. Exhibits
(a) Agreement and Declaration of Trust.
(1) Agreement and Declaration of Trust (December 17,
1998) incorporated into this filing by reference
to Post-Effective Amendment No. 26 filed August
16, 1999.
(2) Certificate of Trust (December 17, 1998)
incorporated into this filing by reference to
Post-Effective Amendment No. 26 filed August 16,
1999.
(b) By-Laws. By-Laws (December 17, 1998) incorporated into
this filing by reference to Post-Effective Amendment
No. 26 filed August 16, 1999.
(c) Copies of All Instruments Defining the Rights of Holders.
(1) Agreement and Declaration of Trust. Articles III,
V and VI of Agreement and Declaration of Trust
incorporated into this filing by reference to
Post-Effective Amendment No. 26 filed August 16,
1999.
(2) By-Laws. Article II of By-Laws attached
incorporated into this filing by reference to
Post-Effective Amendment No. 26 filed August 16,
1999.
(d) Investment Management Agreement.
(1) Form of Investment Management Agreement
(November 1999) between Delaware Management
Company and the Registrant incorporated into
this filing by reference to Post-Effective
Amendment No. 26 filed August 16, 1999.
(e) (1) Distribution Agreement.
(i) Form of Distribution Agreement (November
1999) between Delaware Distributors, L.P. and
the Registrant on behalf of the Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed August
28, 1997.
(2) 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.
(3) Dealer's Agreement. Dealer's Agreement (as amended
November 1995) (Module)
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incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed August 28,
1997.
(4) 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.
(f) Inapplicable.
(g) Custodian Agreement.
(1) Form of Custodian Contract with Norwest Bank
Minnesota N.A. (November 1999) incorporated into
this filing by reference to Post-Effective
Amendment No. 21 filed April 28, 1997.
(h) Other Material Contracts.
(1) Form of Shareholder Services Agreement (November
1999) 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.
(2) Form of Fund Accounting Agreement (November
1999) 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) Opinion of Counsel. Incorporated into this filing by
reference to Post-Effective Amendment No. 26 filed
August 16, 1999.
(j) Consent of Auditors. Attached as Exhibit.
(k) Inapplicable.
(l) Letter of Investment Intent incorporated into this
filing by reference to Form N-1A filed on April 13,
1987.
(m) Plans under Rule 12b-1.
(1) Form of Plan under Rule 12b-1 for Class A, B and
C Shares (November 1999) of incorporated into
this filing by reference to Post-Effective
Amendment No. 20 filed April 30, 1996.
(n) Plan under Rule 18f-3.
(1) Form of Plan under Rule 18f-3 (November 1999)
incorporated into this filing by reference to
Post-Effective Amendment No. 23 filed April 29,
1998.
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(19) Other: Trustees' Powers of Attorney. incorporated into
this filing by reference to Post-Effective
Amendment No. 26 filed August 16, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant.
None.
Item 25. Indemnification. Article VI of the By-Laws incorporated into
this filing by reference to Post-Effective Amendment No. 26
filed August 16, 1999.
Item 26. Business and Other Connections of Investment Adviser.
Delaware Management Company, a series of Delaware Management
Business Trust, (the "Manager") serves as investment manager to the Registrant
and also serves as investment manager or sub- adviser to certain of the other
funds in the Delaware Investments family (Delaware Group Equity Funds I, Inc.,
Delaware Group Equity Funds II, Inc., Delaware Group Equity Funds III, Delaware
Group Equity Funds IV, Inc., Delaware Group Equity Funds V, Inc., Delaware Group
Government Fund, Inc., Delaware Group Income Funds, Inc., Delaware Group
Limited-Term Government Funds, Inc., Delaware Group Tax-Free Fund, Delaware
Group State Tax-Free Income Trust, Delaware Group Tax-Free Money Fund, Delaware
Group Premium Fund, Inc., Delaware Group Global & International Funds, Inc.,
Delaware Pooled Trust, Inc., Delaware Group Adviser Funds, Inc., Delaware Group
Dividend and Income Fund, Inc., Delaware Group Global Dividend and Income Fund,
Inc., Delaware Group Foundation Funds, Inc., Voyageur Insured Funds, Voyageur
Tax Free Funds, Voyageur Funds, Inc., Voyageur Investment Trust, Voyageur
Investment Trust II, Voyageur Mutual Funds, Voyageur Intermediate Tax Free
Funds, Voyageur Mutual Funds III, Inc., Voyageur Arizona Municipal Income Fund,
Inc., Voyageur Colorado Insured Municipal Income Fund, Inc., Voyageur Florida
Insured Municipal Income Fund, Voyageur Minnesota Municipal Fund, Inc., Voyageur
Minnesota Municipal Fund II, Inc. and Voyageur Minnesota Municipal Fund III,
Inc.). In addition, certain officers of the Manager also serve as
directors/trustees of the other funds in the Delaware Investments family, and
certain officers are also officers of these other funds. A company indirectly
owned by the Manager's indirect parent company acts as principal underwriter to
the mutual funds in the Delaware Investments family (see Item 29 below) and
another such company acts as the shareholder services, dividend disbursing,
accounting servicing and transfer agent for all of the mutual funds in the
Delaware Investments family.
Item 26(a) incorporated into this filing by reference to Post-Effective
Amendment No. 24 to the Registration Statement of Voyageur Mutual Funds filed
November 1, 1999.
Item 27. Principal Underwriters. Incorporated into this filing by
reference to Post-Effective Amendment No. 24 to the
Registration Statement of Voyageur Mutual Funds filed November
1, 1999.
Item 28. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at
1818 Market Street, Philadelphia, PA 19103, One Commerce
Square, Philadelphia, PA 19103 or 90 South Seventh Street,
Minneapolis, Minnesota 55402.
Item 39. Management Services. None.
Item 30. Undertakings. Inapplicable.
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SIGNATURES
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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 October, 1999.
VOYAGEUR MUTUAL FUNDS II
By /s/David K. Downes
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David K. Downes
President and Chief Executive Officer
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/David K. Downes President/Chief Executive Officer/ October 21, 1999
- --------------------------------------- Chief Operating Officer/Chief Financial
David K. Downes Officer (Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer) and Trustee
/s/Wayne A. Stork Trustee October 21, 1999
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Wayne A. Stork
/s/Walter P. Babich * Trustee October 21, 1999
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Walter P. Babich
/s/ Anthony D. Knerr * Trustee October 21, 1999
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Anthony D. Knerr
/s/ Ann R. Leven * Trustee October 21, 1999
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Ann R. Leven
/s/Thomas F. Madison * Trustee October 21, 1999
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Thomas F. Madison
/s/Charles E. Peck * Trustee October 21, 1999
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Charles E. Peck
/s/Janet L. Yeomans * Trustee October 21, 1999
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Janet L. Yeomans
*By: /s/David K. Downes
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David K. Downes
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
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EX-99.J Consent of Auditors
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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. 27 to the Registration Statement (Form N-1A) (No.
33-11495) of Voyageur Mutual Funds II, Inc. (comprised of Delaware Tax-Free
Colorado Fund) of our report dated October 1, 1999, included in the 1999 Annual
Report to shareholders.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Philadelphia, Pennsylvania
October 27, 1999
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Directors
Voyageur Mutual Funds, Inc. - Delaware Tax-Free Arizona Fund
Voyageur Insured Funds, Inc. - Delaware Tax-Free Arizona Insured Fund
Voyageur Mutual Funds, Inc. - Delaware Tax-Free California Fund
Voyageur Investment Trust - Delaware Tax-Free California Insured Fund
Voyageur Mutual Funds II, Inc. - Delaware Tax-Free Colorado Fund
Voyageur Investment Trust - Delaware Tax-Free New Mexico Fund
We have audited the accompanying statements of net assets of Delaware Tax-Free
Arizona Fund, Delaware Tax-Free Arizona Insured Fund, Delaware Tax-Free
California Fund, Delaware Tax-Free California Insured Fund, Delaware Tax-Free
Colorado Fund and Delaware Tax-Free New Mexico Fund (the "Funds") and the
statement of assets and liabilities for the Delaware Tax-Free Arizona Insured
Fund and Delaware Tax-Free California Insured Fund as of August 31, 1999, and
the related statements of operations for the year then ended, the statements of
changes in net assets for each of the periods indicated therein, and the
financial highlights for each of the periods presented from January 1, 1997
through August 31, 1999. 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 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 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, 1999, 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, 1999, the results of their operations for
the year then ended, the changes in their net assets for each of the periods
indicated therein, and their financial highlights for each of the periods
presented from January 1, 1997 through August 31, 1999, in conformity with
generally accepted accounting principles.
Philadelphia, Pennsylvania
October 1, 1999
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One Commerce Square
Philadelphia, PA 19103
Delaware Investments
1933 Act Rule 485(b)
1933 Act File No. 33-11495
1940 Act File No. 811-4989
November 1, 1999
Filed via EDGAR (CIK #0000809872)
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Securities and Exchange Commission
Document Control
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 33-11495
VOYAGEUR MUTUAL FUNDS II-
DELAWARE TAX-FREE COLORADO FUND
FORM N-1A
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Ladies and Gentlemen:
Pursuant to Rule 485(b) of the Securities Act of 1933, submitted electronically
via the EDGAR system, please find Post-Effective Amendment No. 27 on behalf of
Voyageur Mutual Funds II (the "Registrant").
The Prospectus and Statement of Additional Information relating to the
Registrant's series are included in and filed with Post-Effective Amendment No.
24 of Voyageur Mutual Funds (File Nos. 33-63238 and 811-7742), and are
incorporated by reference into the registration statement.
This filing is being made to make current the Registrant's financial statements
and to make certain non-material changes which the Registant deems appropriate.
The financial statements incorporated into Registrant's Statement of Additional
Information which appear in Registrant's Annual Report, will be distributed to
shareholders and will accompany any response to requests for the Registrant's
Statement of Additional Information. The Registrant's Statement of Additional
Information and Annual Report will be furnished to shareholders upon request and
without charge.
<PAGE>
Securities and Exchange Commission
November 1, 1999
Page 2
The undersigned counsel has reviewed the enclosed Amendment and represents that
it does not contain any disclosure which would render it ineligible to become
effective pursuant to paragraph (b) of Rule 485.
If there are any questions or comments about the enclosed filing, please call
the undersigned at (215) 255-1477 or Eric E. Miller, Esquire at (215) 255-1255.
Very truly yours,
/s/Michael T. Pellegrino
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Michael T. Pellegrino
Assistant Vice President/
Assistant Secretary/
Senior Counsel
Enclosure
