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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 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 28 [X]
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 29
VOYAGEUR MUTUAL FUNDS II
(Exact Name of Registrant as Specified in Charter)
One Commerce Square, Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-1371
Richelle S. Maestro, Esquire, One Commerce Square, Philadelphia, PA 19103
(Name and Address of Agent for Service)
Approximate Date of Public Offering: October 30, 2000
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
X on October 30, 2000 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 amendment
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Pursuant to Rule 414 under the Securities Act of 1933, Voyageur Mutual Funds II,
as successor issuer of Voyageur Mutual Funds II, Inc., is filing this amendment
to the registration statement of Voyageur Mutual Funds II, Inc. and expressly
adopts the registration statement of Voyageur Mutual Funds II, Inc. as its own
for all purposes of the Securities Act of 1933 and the Investment Company Act of
1940.
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--- C O N T E N T S ---
This Post-Effective Amendment No. 28 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
7. Exhibits
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. 25 to the Registration Statement of Voyageur Mutual
Funds filed October 30, 2000.
(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. 25 to the Registration
Statement of Voyageur Mutual Funds filed October 30, 2000.
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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. Investment Management
Agreement dated November 1, 1999 between Delaware Management
Company and the Registrant attached as an Exhibit.
(e) (1) Distribution Agreement.
(i) Distribution Agreement 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.
(ii) Adoption Agreement dated November 1, 1999 between
Delaware Distributors, L.P. and the Registrant
attached as an Exhibit.
(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. Attached as an Exhibit.
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(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 between Mellon Bank, N.A.
and the Registrant attached as an Exhibit.
(h) Other Material Contracts.
(1) Shareholder Services Agreement between Delaware
Service Company, Inc. 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) Fund Accounting Agreement between Delaware Service
Company, Inc. and the Registrant on behalf of the
Fund incorporated into this filing by reference to
Post-Effective Amendment No. 22 filed August 28,
1997.
(3) Adoption Agreement dated November 1, 1999 between
Delaware Service Company, Inc. and the Registrant
attached as an Exhibit.
(4) Executed Schedule A to the Shareholder Servicing
Agreement dated April 20, 2000 between Delaware
Service Company, Inc. and the Registrant attached as
an Exhibit.
(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 an 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. Plan of Distribution under Rule
12b-1 for Class A, B and C Shares of incorporated into this
filing by reference to Post-Effective Amendment No. 20 filed
April 30, 1996.
(n) Plan under Rule 18f-3. Plan under Rule 18f-3 incorporated
into this filing by reference to Post-Effective Amendment
No. 23 filed April 29, 1998.
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(o) Inapplicable.
(p) Codes of Ethics.
(1) Delaware Investments Family of Funds attached as an
Exhibit.
(2) Delaware Management Business Trust and Delaware
Distributors, L.P. attached as an Exhibit.
(q) Other: Trustees' Powers of Attorney.
(1) Incorporated into this filing by reference to
Post-Effective Amendment No. 26 filed August 16, 1999.
(2) Power of Attorney for John H. Durham attached as an
Exhibit.
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.
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Item 26(a) incorporated into this filing by reference to Post-Effective
Amendment No. 25 to the Registration Statement of Voyageur Mutual Funds filed
October 30, 2000.
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 October 30, 2000.
Item 28. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at One
Commerce Square, Philadelphia, PA 19103 or 90 South Seventh
Street, Minneapolis, Minnesota 55402.
Item 29. Management Services. None.
Item 30. Undertakings. Inapplicable.
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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
27th day of October, 2000.
VOYAGEUR MUTUAL FUNDS II
By/s/David K. Downes
-----------------------------
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/
--------------------- Chief Operating Officer/Chief Financial October 27, 2000
David K. Downes Officer (Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer) and Trustee
/s/Wayne A. Stork * Trustee October 27, 2000
---------------------
Wayne A. Stork
/s/Walter P. Babich * Trustee October 27, 2000
---------------------
Walter P. Babich
/s/John H. Durham * Trustee October 27, 2000
---------------------
John H. Durham
/s/ Anthony D. Knerr * Trustee October 27, 2000
---------------------
Anthony D. Knerr
/s/ Ann R. Leven * Trustee October 27, 2000
---------------------
Ann R. Leven
/s/Thomas F. Madison * Trustee October 27, 2000
---------------------
Thomas F. Madison
/s/Charles E. Peck * Trustee October 27, 2000
---------------------
Charles E. Peck
/s/Janet L. Yeomans * Trustee October 27, 2000
---------------------
Janet L. Yeomans
</TABLE>
*By: /s/David K. Downes
-----------------------
David K. Downes
As Attorney-in-Fact for
each of the persons indicated
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
EX-99.D Investment Management Agreement
EX-99.E(I)(II) Adoption Agreement relating to the Distribution Agreement
EX-99.E(3) Dealer's Agreement
EX-99.G Custodian Contract
EX-99.H(3) Adoption Agreement relating to the Shareholder Services Agreement
EX-99.H(4) Schedule A relating to the Shareholder Services Agreement
EX-99.J Consent of Auditors
EX-99.P(1) Code of Ethics - Delaware Investments Family of Funds
EX-99.P(2) Code of Ethics - Delaware Management Business Trust and
Delaware Distributors, L.P.
EX-99.Q(2) Power of Attorney
</TABLE>
