AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 1996
File Nos. 33-16270
811-5267
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No.
Post-Effective Amendment No. 18
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 18
(Check appropriate box or boxes.)
VOYAGEUR FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
90 SOUTH SEVENTH STREET, SUITE 4400, MINNEAPOLIS, MINNESOTA 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 376-7000
(Registrant's Telephone Number, including Area Code)
THOMAS J. ABOOD
90 SOUTH SEVENTH STREET, SUITE 4400, MINNEAPOLIS, MINNESOTA 55402
(Name and Address of Agent for Service)
Copy to:
Kathleen L. Prudhomme, Esq.
Dorsey & Whitney
220 South Sixth Street
Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b) of Rule 485
on (specify date) pursuant to paragraph (b) of Rule 485
/X/ 75 days after filing pursuant to paragraph (a) of Rule 485
on (date) pursuant to paragraph (a) of Rule 485
The Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. A Rule 24f-2 Notice was
filed by the Registrant on August 29, 1995.
CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A
ITEM NO.
OF FORM N-1A CAPTION IN PROSPECTUS
- ------------ ---------------------
1 Cover Page
2 Fund Expenses
3 Investment Performance
4 Investment Objectives and Policies; Risks and
Characteristics of Securities and Investment Techniques;
General Information
5 Management; General Information
6 Distributions to Shareholders and Taxes; General Information
7 Purchase of Shares; Management; Determination of Net Asset
Value
8 Redemption of Shares
9 Not Applicable
CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------
10 Cover Page
11 Table of Contents
12 Not Applicable
13 Investment Policies and Restrictions
14 Directors and Executive Officers
15 The Investment Advisers, Sub-Adviser, Administrative
Services, Expenses and Brokerage; Additional Information
16 Directors and Executive Officers; The Investment Advisers,
Sub-Adviser, Administrative Services, Expenses and Brokerage
17 The Investment Advisers, Sub-Adviser, Administrative
Services, Expenses and Brokerage
18 Additional Information
19 Redemptions; Net Asset Value and Public Offering Price
20 Taxes
21 The Investment Advisers, Sub-Adviser, Administrative
Services,
Expenses and Brokerage
22 Performance Comparisons
23 Not Applicable
VOYAGEUR FUNDS, INC.
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
(612) 376-7000
(800) 553-2143
_________________________________
VFI SHORT DURATION PORTFOLIO
VFI INTERMEDIATE DURATION PORTFOLIO
VFI CORE PORTFOLIO
_________________________________
Voyageur Financial Institutions ("VFI") Short Duration Portfolio, VFI
Intermediate Duration Portfolio and VFI Core Portfolio (the "Funds) are series
of Voyageur Funds, Inc. (the "Company"), an open-end mutual fund which offers
its shares in separate investment portfolios. Each Fund operates as a
diversified mutual fund.
Marquette Trust Company ("Marquette"), 13100 Wayzata Boulevard, Suite 100,
Minneapolis, Minnesota 55480, serves as investment adviser to VFI Intermediate
Duration Portfolio and VFI Core Portfolio. The Adviser has retained Voyageur
Fund Managers, Inc. ("VFM") to act as sub-adviser to such Funds. Cadre
Consulting Services, Inc. ("Cadre), 905 Marconi Avenue, Ronkonkoma, New York
11779, serves as investment adviser to VFI Short Duration Portfolio.
The investment objective of each Fund is to seek as high a level of current
income as is consistent with preservation of principal and the average duration
of its respective portfolio securities. A detailed description of the types of
securities in which each Fund may invest and of investment policies and
restrictions applicable to each Fund is set forth in this Prospectus. There is
no assurance that any Fund's investment objective will be achieved.
The Funds are no-load which means that there is no sales charge when you
buy or redeem shares.
INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE. THE
FUNDS' SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER FEDERAL
AGENCY. AN INVESTMENT IN ANY OF THE FUNDS INVOLVES INVESTMENT RISK, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL DUE TO FLUCTUATIONS IN THE APPLICABLE FUND'S NET
ASSET VALUE.
This Prospectus sets forth certain information about the Funds that a
prospective investor ought to know before investing. A Statement of Additional
Information (dated _______, 1996), as amended from time to time, has been filed
with the Securities and Exchange Commission. The Statement of Additional
Information is available free of charge by telephone and at the mailing address
below, and is incorporated in its entirety by reference into this Prospectus in
accordance with the Commission's rules.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated _________,1996
TABLE OF CONTENTS
PAGE
Fund Expenses.................................................................
Investment Objectives and Policies............................................
Risks and Characteristics of Securities and Investment Techniques
Investment Restrictions.......................................................
Purchase of Shares............................................................
Redemption of Shares..........................................................
Exchange Privilege............................................................
Management....................................................................
Determination of Net Asset Value..............................................
Distributions to Shareholders and Taxes.......................................
Investment Performance........................................................
General Information...........................................................
SHARES OF THE FUNDS COVERED BY THIS PROSPECTUS
ARE NOT REGISTERED IN ALL STATES. SHARES THAT ARE NOT REGISTERED
IN ONE OR MORE STATES ARE NOT BEING OFFERED AND SOLD IN SUCH STATES.
FUND EXPENSES
Each Fund is offered to investors on a no-load basis, without any sales
commissions or distribution ("12b-1 plan") charges.
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
Sales Load Imposed on Purchases....................................... None
Sales Load Imposed on Reinvested Dividends............................ None
Deferred Sales Load................................................... None
Redemption Fees....................................................... None
Exchange Fee.......................................................... None
</TABLE>
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
as a percentage of average net assets)
Investment Total
Advisory Service Other Operating
Fees Fees Expenses Expenses
<S> <C> <C> <C> <C>
VFI Short Duration Portfolio....................... .10% .05% .20% .35%
VFI Intermediate Duration Portfolio................ .35% .05% .10% .50%
VFI Core Portfolio................................. .35% .05% .10% .50%
</TABLE>
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return and redemption at the end of each time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C> <C>
VFI Short Duration Portfolio $ $
VFI Intermediate Duration Portfolio
VFI Core Portfolio
</TABLE>
THE EXAMPLES CONTAINED IN THE TABLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. The purpose of the above Fund Expenses table is to assist the
investor in understanding the various costs and expenses that investors in the
Funds will bear directly or indirectly. The Investment Advisory Fees set forth
in the table reflect the maximum amount payable by each Fund, and may be less
for VFI Intermediate Duration Portfolio and VFI Core Portfolio to the extent
either such Fund underperforms its benchmark index. Under their Investment
Advisory Agreements with the Company, each such Fund's investment adviser is
entitled to receive from the Fund a monthly advisory and management fee
equivalent on an annual basis to .20% of the average daily net assets of such
Fund, subject to a performance adjustment of up to _.15%. The investment adviser
for VFI Short Duration Portfolio is entitled to receive a monthly advisory and
management fee equivalent on an annual basis to .10% of the average daily net
assets of such Fund. The advisory fee for VFI Short Duration Portfolio is not
subject to a performance adjustment. See "Management -- Investment Advisers."
Each Fund also pays a monthly service fee equal, on an annual basis, to .05% of
the Fund's average daily net assets. Such fee is paid to Voyageur Fund
Distributors, Inc. (the "Underwriter") to compensate the Underwriter for
expenses incurred in connection with the servicing of Fund shareholder accounts.
See "Management -- The Underwriter."
INVESTMENT OBJECTIVES AND POLICIES
GENERAL
The investment objective of each Fund is to seek as high a level of current
income as is consistent with preservation of principal and the average duration
of its respective portfolio securities. The securities in which the Funds invest
and the investment techniques discussed in this section are described in greater
detail in the Prospectus under "Risks and Characteristics of Securities and
Investment Techniques" and in the Statement of Additional Information. VFI Short
Duration Portfolio ("Short Duration Portfolio") seeks to maintain an average
effective portfolio duration ranging from .5 to 1.5 years, VFI Intermediate
Duration Portfolio ("Intermediate Duration Portfolio") seeks to maintain an
average effective portfolio duration ranging from 1.5 to 3.5 years and VFI Core
Portfolio ("Core Portfolio") seeks to maintain an average effective portfolio
duration ranging from 3.5 to 5.5 years.
Each Fund's investment objective is fundamental, which means that it cannot
be changed without the vote of its respective shareholders as provided in the
Investment Company Act of 1940, as amended (the "1940 Act"). The investment
policies and techniques employed in pursuit of the Funds' objectives may be
changed without shareholder approval, unless otherwise noted. There are risks in
any investment program and there is no assurance that a Fund's investment
objective will be achieved. The value of each Fund's shares will fluctuate with
changes in the market value of its investments.
INVESTMENT POLICIES AND TECHNIQUES
Each Fund seeks to achieve its objective by investing exclusively in
securities issued or guaranteed by the United States government or its agencies
or instrumentalities ("U.S. Government Securities") and repurchase agreements
fully secured by U.S. Government Securities. The U.S. Government Securities in
which each Fund may invest include mortgage-related securities, such as
pass-through securities, collateralized mortgage obligations, and zero coupon
treasury securities. The Funds will not invest, however, in any mortgage-related
securities that are considered "high risk" under the supervisory policies of the
Office of the Comptroller of the Currency applicable to national banks. Each
Fund may purchase securities on a when-issued basis and purchase or sell
securities on a forward commitment basis. See "Risks and Characteristics of
Securities and Investment Techniques" for a description of these securities and
investment techniques and the risks involved in their use.
EFFECTIVE DURATION
Effective duration estimates the interest rate risk (price volatility) of a
security, i.e., how much the value of the security is expected to change with a
given change in interest rates. The longer a security's effective duration, the
more sensitive its price is to changes in interest rates. For example, if
interest rates were to increase by 1%, the market value of a bond with an
effective duration of five years would decrease by about 5%, with all other
factors being constant.
It is important to understand that, while a valuable measure, effective
duration is based on certain assumptions and has several limitations. It is most
useful as a measure of interest rate risk when interest rate changes are small,
rapid and occur equally across all the different points of the yield curve. In
addition, effective duration is difficult to calculate precisely for bonds with
prepayment options, such as mortgage-backed securities, because the calculation
requires assumptions about prepayment rates. For example, when interest rates go
down, homeowners may prepay their mortgages at a higher rate than assumed in the
initial effective duration calculation, thereby shortening the effective
duration of the Fund's mortgage-backed securities. Conversely, if rates
increase, prepayments may decrease to a greater extent than assumed, extending
the effective duration of such securities. For these reasons, the effective
durations of funds which invest a significant portion of their assets in
mortgage-backed securities can be greatly affected by changes in interest rates.
TEMPORARY INVESTMENTS
Each Fund may retain cash or invest in short-term money market instruments
when economic or market conditions are such that the Fund's investment adviser
or sub-adviser deems a temporary defensive position to be appropriate. In
addition, even when a Fund is fully invested, normally up to 5% of the Fund's
total assets will be held in short-term money market securities and cash to pay
redemption requests and Fund expenses. Investments in short-term money market
securities will be limited to obligations of the U.S. Government and its
agencies and instrumentalities. See "Investment Policies and Restrictions" in
the Statement of Additional Information.
RISKS AND CHARACTERISTICS OF SECURITIES
AND INVESTMENT TECHNIQUES
The following describes in greater detail different types of securities and
investment techniques used by the Funds, and discusses certain concepts relevant
to the investment policies of the Funds. Additional information about the Funds'
investments and investment practices may be found in the Statement of Additional
Information.
GENERAL
The Funds are subject to interest rate risk, which is the potential for a
decline in bond prices due to rising interest rates. In general, bond prices
vary inversely with interest rates. When interest rates rise, bond prices
generally fall. Conversely, when interest rates fall, bond prices generally
rise. Interest rate risk applies to U.S. Government Securities as well as other
bonds. U.S. Government Securities are guaranteed only as to the payment of
interest and principal. The current market prices for such securities are not
guaranteed and will fluctuate. In general, shorter term bonds are less sensitive
to interest rate changes, but longer term bonds generally offer higher yields.
The Funds also are subject to prepayment risk to the extent they invest in
mortgage-related securities. Certain types of investments and investment
techniques that may be used by the Funds are described in greater detail,
including the risks of each, in this section.
U.S. GOVERNMENT SECURITIES
Each Fund invests in U.S. Government Securities. U.S. Government Securities
are issued or guaranteed as to payment of principal and interest by the U.S.
Government, its agencies or instrumentalities. THE CURRENT MARKET PRICES FOR
SUCH SECURITIES ARE NOT GUARANTEED AND WILL FLUCTUATE AS WILL THE NET ASSET
VALUE OF THE FUNDS. The Funds may invest in direct obligations of the U.S.
Treasury, such as U.S. Treasury bills, notes and bonds, and in obligations of
U.S. Government agencies or instrumentalities, including, but not limited to,
Federal Home Loan Banks, the Farmers Home Administration, Federal Farm Credit
Banks, the Federal National Mortgage Association, the Government National
Mortgage Association, the Federal Home Loan Mortgage Corporation, the Financing
Corporation and the Student Loan Marketing Association.
Obligations of U.S. Government agencies or instrumentalities are backed in
a variety of ways by the U.S. Government or its agencies or instrumentalities.
Some of these obligations, such as Government National Mortgage Association
mortgage-backed securities, are backed by the full faith and credit of the U.S.
Treasury. Others, such as obligations of the Federal Home Loan Banks, are backed
by the right of the issuer to borrow from the Treasury. Still others, such as
those issued by the Federal National Mortgage Association, are backed by the
discretionary authority of the U.S. Government to purchase certain obligations
of the agency or instrumentality. Finally, obligations of other agencies or
instrumentalities are backed only by the credit of the agency or instrumentality
issuing the obligations.
MORTGAGE-RELATED SECURITIES
Mortgage-related securities are securities that, directly or indirectly,
represent participations in, or are secured by and payable from, loans secured
by real property. The current issuers or guarantors of mortgage-related
securities in which the Funds may invest are the Government National Mortgage
Association ("GNMA"), the Federal National Mortgage Association ("FNMA") and the
Federal Home Loan Mortgage Corporation ("FHLMC"). Mortgage-related securities,
as the term is used in this Prospectus, include government guaranteed mortgage
pass-through securities, adjustable rate mortgage securities and collateralized
mortgage obligations. The Funds will not invest in any mortgage-related
securities other than those issued or guaranteed by the U.S. government or its
agencies and instrumentalities.
(a) GUARANTEED MORTGAGE PASS-THROUGH SECURITIES. The government guaranteed
mortgage pass-through securities in which each Fund may invest include
certificates issued or guaranteed by GNMA, FNMA and FHLMC, which represent
interests in underlying residential mortgage loans. These mortgage pass-through
securities provide for the pass-through to investors of their pro-rata share of
monthly payments (including any prepayments) made by the individual borrowers on
the pooled mortgage loans, net of any fees paid to the guarantor of such
securities and the servicer of the underlying mortgage loans. Each of GNMA, FNMA
and FHLMC guarantee timely distributions of interest to certificate holders.
GNMA and FNMA guarantee timely distributions of scheduled principal. FHLMC
generally guarantees only ultimate collection of principal of the underlying
mortgage loans. For a further description of these securities, see "Investment
Policies and Restrictions--Government Guaranteed Mortgage-Related Securities" in
the Statement of Additional Information.
(b) ADJUSTABLE RATE MORTGAGE SECURITIES. Each Fund may also invest in
adjustable rate mortgage securities ("ARMS"). ARMS are pass-through mortgage
securities collateralized by mortgages with interest rates that are adjusted
from time to time. The adjustments usually are determined in accordance with a
predetermined interest rate index and may be subject to certain limits. While
values of ARMS, like other fixed-income securities, generally vary inversely
with changes in market interest rates (increasing in value during periods of
declining interest rates and decreasing in value during periods of increasing
interest rates), the values of ARMS should generally be more resistant to price
swings than other fixed-income securities because the coupon rates of ARMS move
with market interest rates. The adjustable rate feature of ARMS will not,
however, eliminate fluctuations in the prices of ARMS, particularly during
periods of extreme fluctuations in interest rates. ARMS typically have caps
which limit the maximum amount by which the interest rate may be increased or
decreased at periodic intervals or over the life of the loan. To the extent
interest rates increase in excess of the caps, ARMS can be expected to behave
more like traditional fixed income securities and to decline in value to a
greater extent than would be the case in the absence of such caps. Also, since
many adjustable rate mortgages only reset on an annual basis, it can be expected
that the prices of ARMS will fluctuate to the extent that changes in prevailing
interest rates are not immediately reflected in the interest rates payable on
the underlying adjustable rate mortgages.
(c) COLLATERALIZED MORTGAGE OBLIGATIONS. Each Fund may invest, within the
limits discussed below, in CMOs (collateralized mortgage obligations and
multiclass pass-through securities unless the context otherwise indicates).
Collateralized mortgage obligations are debt instruments issued by special
purpose entities which are secured by pools of mortgage loans or other
mortgage-related securities. Multi-class pass-through securities are equity
interests in a trust composed of mortgage loans or other mortgage-related
securities. Payments of principal and interest on underlying collateral provide
the funds to pay debt service on the collateralized mortgage obligation or make
scheduled distributions on the multi-class pass-through security. CMOs may be
issued by agencies or instrumentalities of the U.S. Government or by private
organizations. The Funds will only invest in CMOs issued or guaranteed by
agencies or instrumentalities of the U.S. Government.
In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMO, often referred to as a "tranche," is issued at a specific
coupon rate and has a stated maturity or final distribution date. Principal
prepayments on collateral underlying a CMO may cause it to be retired
substantially earlier than the stated maturities or final distribution dates.
The principal and interest on the underlying mortgages may be allocated
among the several tranches of a CMO in many ways. For example, certain tranches
may have variable or floating interest rates and others may be stripped
securities which provide only the principal or interest feature of the
underlying security. Generally, the purpose of the allocation of the cash flow
of a CMO to the various tranches is to obtain a more predictable cash flow to
certain of the individual tranches than exists with the underlying collateral of
the CMO. As a general rule, the more predictable the cash flow is on a CMO
tranche, the lower the anticipated yield will be on the tranche at the time of
issuance relative to prevailing market yields on mortgage-related securities. As
part of the process of creating more predictable cash flows on most of the
tranches of a CMO, one or more tranches generally must be created that absorb
most of the volatility in the cash flows on the underlying mortgage loans. The
yields on these tranches are generally higher than prevailing market yields on
mortgage-related securities with similar maturities. As a result of the
uncertainty of the cash flows of these tranches, the market prices of and yield
of these tranches generally may be more volatile. The Funds will not invest in
any tranche of a CMO that would be considered "high risk" under the supervisory
policies of the Office of the Comptroller of the Currency applicable to national
banks. See "Investment Policies and Restrictions" in the Statement of Additional
Information. For example, the Funds will not invest in "interest-only" or "IO"
tranches, "principal only" or "PO" tranches, "inverse floaters" or "inverse
IOs."
ZERO COUPON SECURITIES
The Funds may invest in "zero coupon" securities issued or guaranteed by
the United States government or its agencies or instrumentalities. The Funds
will not invest in any such securities that are "privately issued" (i.e., sold
by a bank or brokerage firm which itself separates the principal portions from
the coupon portions of the U.S. Treasury bonds and notes and holds such
instruments in a custodial or trust account). A zero coupon security pays no
interest to its holder during its life. Its value to an investor consists of the
difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value (sometimes referred to as a "deep discount" price).
Zero coupon securities do not entitle the holder to any periodic payments
of interest prior to maturity. Accordingly, these securities usually trade at a
deep discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities which make current distributions of
interest. In certain circumstances, a Fund could fail to recoup its initial
investment in zero coupon securities. Current federal tax law requires that a
holder of a zero coupon security accrue a portion of the discount at which the
security was purchased as income each year even though such holder receives no
interest payments in cash on the security during the year. In addition, as a
registered investment company, a Fund will be required to distribute this income
to shareholders. See "Distributions to Shareholders and Taxes." These
distributions will be made from the Fund's cash assets or, if necessary, from
the proceeds of sales of portfolio securities. A Fund will not be able to
purchase additional income producing securities with cash used to make such
distributions, and the Fund's current income ultimately may be reduced as a
result.
REPURCHASE AGREEMENTS
Each Fund may enter into repurchase agreements with respect to U.S.
Government Securities. A repurchase agreement involves the purchase by a Fund of
securities with the condition that after a stated period of time the original
seller (a member bank of the Federal Reserve System or a recognized securities
dealer) will buy back the same securities ("collateral") at a predetermined
price or yield. Repurchase agreements involve certain risks not associated with
direct investments in securities. While collateral will at all times be
maintained in an amount equal to the repurchase price under the agreement
(including accrued interest due thereunder), if a seller were to default on its
repurchase obligation, a Fund would suffer a loss to the extent proceeds from
the sale of collateral were less than the repurchase price. In the event of a
seller's bankruptcy, a Fund might be delayed in, or prevented from, selling the
collateral to the Fund's benefit. The Board of Directors has established
procedures, which are periodically reviewed by the Board, pursuant to which the
Adviser will monitor the creditworthiness of the banks and dealers with which
the Fund enters into repurchase agreement transactions. Repurchase agreements
maturing in more than seven days are considered illiquid and subject to each
Fund's restriction on investing in illiquid securities. See "Illiquid
Securities," below.
REVERSE REPURCHASE AGREEMENTS
Each Fund may engage in "reverse repurchase agreements" with banks and
securities dealers. Reverse repurchase agreements are ordinary repurchase
agreements in which the Fund is the seller of, rather than the investor in,
securities and agrees to repurchase them at an agreed upon time and price. Use
of a reverse repurchase agreement may be preferable to a regular sale and later
repurchase of the securities because it avoids certain market risks and
transactions costs. Because certain of the incidents of ownership of the
security are retained by the Fund, reverse repurchase agreements are considered
a form of borrowing by the Fund from the buyer, collateralized by the security.
At the time the Fund enters into a reverse repurchase agreement, cash or U.S.
Government Securities having a value sufficient to make payments for the
securities to be repurchased will be segregated, and will be maintained
throughout the period of the obligation. Reverse repurchase agreements will not
be used as a means of borrowing for investment purposes. No more than one-third
of the total assets of each Fund will be subject to reverse repurchase
agreements.
BORROWING
Each of the Funds may borrow money from banks for temporary or emergency
purposes in an amount up to one-third of the value of its total assets in order
to meet redemption requests without immediately selling any of its portfolio
securities. If, for any reason, the current value of their Fund's total assets
falls below an amount equal to three times the amount of its indebtedness from
money borrowed, such Fund will, within three days, reduce its indebtedness to
the extent necessary. To do this, the Fund may have to sell a portion of its
investments at a time when it may be disadvantageous to do so. Interest paid by
a Fund on borrowed funds would decrease the net earnings of that Fund. None of
the Funds will purchase portfolio securities while outstanding borrowings exceed
5% of the value of the Fund's total assets. Each Fund may mortgage, pledge or
hypothecate its assets to secure permitted temporary or emergency borrowing. The
policies set forth in this paragraph are fundamental and may not be changed with
respect to a Fund without the approval of a majority of that Fund's shares. The
Funds do not consider reverse repurchase agreements to be borrowings for
purposes of the investment policies set forth in this paragraph.
WHEN-ISSUED SECURITIES
Each Fund may purchase securities on a "when-issued" basis and may purchase
or sell securities on a "forward commitment" basis. When such transactions are
negotiated, the price is fixed at the time the commitment is made, but delivery
and payment for the securities take place at a later date. The Funds will not
accrue income with respect to when-issued or forward commitment securities prior
to their stated delivery date. Pending delivery of the securities, each Fund
maintains in a segregated account cash or liquid high-grade debt obligations in
an amount sufficient to meet its purchase commitments. The Funds will likewise
segregate securities they sell on a forward commitment basis.
The purchase of securities on a when-issued or forward commitment basis
exposes a Fund to risk because the securities may decrease in value prior to
their delivery. Purchasing securities on a when-issued or forward commitment
basis involves the additional risk that the return available in the market when
the delivery takes place will be higher than that obtained in the transaction
itself. Placing securities rather than cash in the segregated account referred
to in the previous paragraph may have a leveraging effect on a Fund's net asset
value per share; that is, to the extent that a Fund remains substantially fully
invested in securities at the same time that it has committed to purchase
securities on a when-issued or forward commitment basis, greater fluctuations in
its net asset value per share may occur than if it had set aside cash to satisfy
its purchase commitments.
MORTGAGE DOLLAR ROLLS
In connection with their ability to purchase securities on a when-issued or
forward commitment basis, each Fund may enter into mortgage "dollar rolls" in
which a Fund sells securities for delivery in the current month and
simultaneously contracts with the same counterparty to repurchase similar (same
type, coupon and maturity) but not identical securities on a specified future
date. The Fund gives up the right to receive principal and interest paid on the
securities sold. However, the Fund would benefit to the extent of any difference
between the price received for the securities sold and the lower forward price
for the future purchase plus any fee income received. Unless such benefits
exceed the income, capital appreciation and gain or loss due to mortgage
prepayments that would have been realized on the securities sold as part of the
mortgage dollar roll, the use of this technique will diminish the investment
performance of the Fund compared with what such performance would have been
without the use of mortgage dollar rolls. Each Fund will hold and maintain in a
segregated account until the settlement date cash or cash equivalent securities
in an amount equal to the forward purchase price. The benefits derived from the
use of mortgage dollar rolls may depend upon the ability of the Fund's
investment adviser or sub-adviser to predict correctly mortgage prepayments and
interest rates. There is no assurance that mortgage dollar rolls can be
successfully employed.
SHORT SALES AGAINST-THE-BOX
The Funds may make short sales "against-the-box" for the purpose of
deferring realization of gain or loss for federal income tax purposes and for
the purpose of hedging against an anticipated decline in the value of the
underlying securities. A short sale "against-the-box" is a short sale in which
the Fund owns or has the right to obtain without payment of additional
consideration an equal amount of the same type of securities sold short.
ILLIQUID SECURITIES
Each Fund may invest up to 15% of its net assets in illiquid securities. A
security is generally deemed to be "illiquid" if it cannot be disposed of within
seven days in the ordinary course of business at approximately the amount at
which the Fund is valuing the security. Illiquid securities may offer a higher
yield than securities which are more readily marketable but they may not always
be marketable on advantageous terms. The sale of illiquid securities often
requires more time and results in higher brokerage charges or dealer discounts
and other selling expenses than does the sale of securities eligible for trading
on national securities exchanges or in the over-the-counter markets. A Fund may
be restricted in its ability to sell such securities at a time when the Adviser
deems it advisable to do so. In addition, in order to meet redemption requests,
a Fund may have to sell other assets, rather than such illiquid securities, at a
time which is not advantageous.
PORTFOLIO TURNOVER
Each Fund will use short-term trading to benefit from yield disparities
among different issues of securities or otherwise to achieve its investment
objective. The portfolio turnover rate is not expected to exceed 200% for
Intermediate Duration Portfolio and Core Portfolio and 300% for Short Duration
Portfolio. Portfolio turnover in excess of 100% is generally considered to be
high. Higher portfolio turnover involves correspondingly greater brokerage
commissions and other transaction costs, which are borne directly by the Fund,
and may increase short-term capital gains which are taxable as ordinary income
when distributed to shareholders. The method of calculating portfolio turnover
rate is set forth in the Statement of Additional Information under "Investment
Policies and Restrictions--Portfolio Turnover."
INVESTMENT RESTRICTIONS
Each Fund has adopted certain investment restrictions in addition to those
set forth above, which are set forth in their entirety in the Statement of
Additional Information. Certain of these restrictions are fundamental and cannot
be changed without shareholder approval. Except for each Fund's policy regarding
borrowing, if a percentage restriction is adhered to at the time of an
investment, a later increase or decrease in percentage resulting from changes in
values or assets will not constitute a violation of such restriction.
PURCHASE OF SHARES
GENERAL
Shares of each Fund are purchased at the net asset value per share next
calculated after receipt of the purchase order, without a sales charge. The
minimum initial investment in the Funds is $500,000, in the aggregate, and the
minimum additional aggregate investment is $100,000. Purchases of Fund shares
will be made in full and fractional shares. In the interest of economy and
convenience, certificates for shares will generally not be issued. Each Fund
reserves the right, in its absolute discretion, to reject any order for the
purchase of its shares.
Interest income begins to accrue as of the opening of the New York Stock
Exchange (the "Exchange") on the day that payment is received. If payment is
made by check, payment is considered received on the day the check is received
if the check is drawn upon a member bank of the Federal Reserve System within
the Ninth Federal Reserve District (Michigan's Upper Peninsula, Minnesota,
Montana, North Dakota, South Dakota and northwestern Wisconsin). In the case of
other checks, payment is considered received when the check is converted into
"Federal Funds," i.e., monies of member banks within the Federal Reserve System
that are on deposit at a Federal Reserve Bank, normally within two days after
receipt.
An investor who may be interested in having shares redeemed shortly after
purchase should consider making unconditional payment by certified check, by
transmitting Federal Funds by wire or other means approved in advance by the
Underwriter. Payment of redemption proceeds will be delayed as long as necessary
to verify by expeditious means that the purchase payment has been or will be
collected. Such period of time typically will not exceed 15 days.
Shares of the Funds may be purchased by opening an account either by mail
or by phone.
PURCHASES BY MAIL
To open an account by mail, complete the general authorization form
attached to this Prospectus and mail it along with a check payable to the
appropriate Fund, to Voyageur Fund Distributors, Inc., 90 South Seventh Street,
Suite 4400, Minneapolis, Minnesota 55402.
PURCHASES BY TELEPHONE
To open an account by telephone, call (612) 376-7014 or (800) 545-3863 to
obtain an account number and instructions. Information concerning the account
will be taken over the phone. The investor must then request a commercial bank
with which he or she has an account and which is a member of the Federal Reserve
System to transmit Federal Funds by wire to the appropriate Fund as follows:
Marquette Trust Company, ABA #___________
For credit of: (insert applicable Fund name)
Checking Account No.:
<TABLE>
<CAPTION>
<S> <C>
VFI Short Duration Portfolio _____________
VFI Intermediate Duration Portfolio _____________
VFI Core Portfolio _____________
</TABLE>
Account Number: (assigned by telephone)
Information on how to transmit Federal Funds by wire is available at any
national bank or any state bank that is a member of the Federal Reserve System.
The bank may charge the shareholder for the wire transfer. If the phone order
and Federal Funds are received before the primary close of trading on the
Exchange, the order will be deemed to become effective at that time. Otherwise,
the order will be deemed to become effective as of the primary close of trading
on the Exchange on the next day the Exchange is open for trading. The investor
will be required to complete the general authorization form attached to this
Prospectus and mail it to the appropriate Fund after making the initial
telephone purchase.
CONTRIBUTION IN KIND
For investments in excess of $500,000, the Funds may accept, in whole
or in part, a payment in kind of securities that are consistent with the Fund's
investment objectives and policies as payment for the Shares. The Fund's Adviser
will have sole discretion to determine whether the Fund will accept a payment in
kind for the Shares. Securities so accepted will be valued in the same manner as
the applicable Fund's securities.
REDEMPTION OF SHARES
WRITTEN REDEMPTIONS
Each Fund will redeem its shares in cash at the net asset value next
determined after receipt of a shareholder's written request for redemption in
"good order." "Good order" means that the redemption request must be executed
exactly as the shares are registered. If the redemption proceeds are to be paid
to the registered holder(s), a signature guarantee is not normally required. A
signature guarantee is required in certain other circumstances. See
"Redemptions" in the Statement of Additional Information.
TELEPHONE REDEMPTIONS
Shareholders may redeem shares of any Fund by telephoning (612) 376-7014 or
(800) 545-3863. The applicable section of the authorization form must have been
completed and filed with the Fund before the telephone request is received.
Shares will be redeemed at their net asset value next determined following a
Fund's receipt of the redemption request. The proceeds of the redemption will be
paid by check mailed to the shareholder's address of record or, if requested at
the time of redemption, by wire to the bank designated on the authorization
form.
The Funds will employ reasonable procedures to confirm that telephone
requests are genuine, including requiring that payment be made only to the
address of record or the bank account designated on the authorization form and
requiring certain means of telephonic identification. If a Fund follows such
procedures, it will not be liable for following instructions communicated by
telephone that it reasonably believes to be genuine. If a Fund does not employ
such procedures, it may be liable for any losses due to unauthorized or
fraudulent telephone instructions.
Each Fund reserves the right at any time to suspend or terminate telephone
redemptions or to impose a fee for this service. There is currently no
additional charge to the shareholder for use of the telephone redemption
procedure.
REDEMPTION IN KIND
Redemption proceeds for redemption requests of $500,000 or more may be
paid, at the sole option of a Fund, in whole or in part by a distribution in
kind of securities or other assets held by such Fund. The determination of which
of a Fund's assets will be distributed to meet such redemption requests will be
made by the Fund's Adviser, in consultation with the redeeming shareholder.
Securities or other assets so distributed will be valued in the same manner as
the applicable Fund's securities. In order to dispose of such securities or
other assets, the redeeming Shareholder would most likely be required to bear
transaction costs, if any.
ADDITIONAL REDEMPTION INFORMATION
Shareholders who have submitted a request to one of the Funds for
redemption of their shares will not earn any income on such shares distributed
by the Fund on the redemption date. If shares for which payment has been
collected are redeemed, payment must be made within seven days. Each Fund may
suspend this right of redemption and may postpone payment only when the Exchange
is closed for other than customary weekends or holidays, or if permitted by the
rules of the Securities and Exchange Commission during periods when trading on
the Exchange is restricted or during any emergency which makes it impracticable
for such Fund to dispose of its securities or to determine fairly the value of
its net assets or during any other period permitted by order of the Commission
for the protection of investors.
Each Fund reserves the right and currently plans to redeem Fund shares and
mail the proceeds to the shareholder if at any time the value of Fund shares in
the account falls below a specified value, currently set at $1,000. Shareholders
will be notified and will have 60 days to bring the account up to the required
value before any redemption action will be taken by a Fund.
EXCHANGE PRIVILEGE
Shares of each Fund may be exchanged for shares of the other Funds and for
institutional class shares of any other of the Company's Funds which issue such
shares, provided that the shares to be acquired in the exchange are eligible for
sale in the shareholder's state of residence. The exchange will be made on the
basis of the relative net asset values next determined after receipt of the
exchange request. The Underwriter reserves the right, upon 60 days' prior
notice, to restrict the frequency of, or otherwise modify, condition, terminate
or impose charges upon, exchanges. An exchange is considered to be a sale of
shares on which the investor may realize a capital gain or loss for income tax
purposes. Exchange requests should be placed directly with the Fund by calling
(800) 545-3863.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS OF THE FUNDS
Under the laws of the State of Minnesota, the Board of Directors of the
Company is responsible for managing the business and affairs of the Funds. The
names, addresses, principal occupations and other affiliations of Directors and
executive officers of the Company are set forth in the Statement of Additional
Information.
INVESTMENT ADVISERS
Marquette and Cadre have been retained under investment advisory agreements
(the "Advisory Agreements") with the Company to act as the Funds' investment
advisers, subject to the authority of the Board of Directors. Cadre will act as
investment adviser to Short Duration Portfolio and Marquette will act as
investment adviser to Intermediate Duration Portfolio and Core Portfolio.
Marquette Trust Company is headquartered in Minneapolis, Minnesota. It is
the lead Trust company for a $3.5 billion community bank organization under
common ownership. The bank group includes over 40 banks in ten different states.
Marquette Trust Company provides investment management, custody, and Trust
administration services for over $400 million of assets in Minnesota, Wisconsin,
Iowa, and South Dakota. It has been providing Trust services for the past 50
years.
Cadre Consulting Services, Inc. was founded in 1982, and is based in Long
Island, New York. It specializes in investment management, administration, and
marketing for governmental entities. It currently provides these services for 21
different programs covering 10 states, with 2,500 clients. Cadre manages $2.2
billion of short term investment assets, and an additional $3.2 billion of fixed
rate/fixed term assets.
Short Duration Portfolio pays its investment adviser a monthly investment
advisory and management fee equivalent on an annual basis to .10% of the average
daily net assets of such Fund. Each of Intermediate Duration Portfolio and Core
Portfolio pays its investment adviser a monthly investment advisory and
management fee equivalent on an annual basis to .20% of the average daily net
assets of such Fund (the "Basic Fee"). The Basic Fee for each such Fund is
subject to adjustment as described below.
Adjustments to the Basic Fee for Intermediate Duration Portfolio and Core
Portfolio are made by comparison of the respective Fund's investment performance
for the applicable period with the investment record of a comparison index, as
described below (individually a "Comparison Index" and collectively the
"Comparison Indexes"). A Fund's Basic Fee for each month may be increased or
decreased by up to .15% (on an annualized basis) of the Fund's average daily net
assets depending upon the extent by which the Fund's performance varies from its
Comparison Index over the applicable performance period. For purposes of
calculation of the performance adjustment, average daily net assets are equal to
the Fund's average daily net assets during the month for which the calculation
is being made.
For each of Intermediate Duration Portfolio and Core Portfolio, no change
is made to the Basic Fee to the extent the Fund's performance falls within .05%
of the performance of the Fund's Comparison Index during the applicable
performance period. If a Fund's performance exceeds that of its Comparison Index
by .06% or more, the Basic Fee will be increased by the product of 20% and the
number of basis points by which the Fund's performance has exceeded that of its
Comparison Index, up to a maximum increase of .15% (on an annualized basis) for
performance which exceeds the Comparison Index by .75% or more. Thus, for Fund
performance which exceeds the Comparison Index by .06%, the Basic Fee will be
increased by .00012% (20% X .06%). Corresponding decreases will be made to the
Basic Fee to the extent the Fund's performance falls below that of its
Comparison Index by more than .05%, up to a maximum decrease of .15% for
performance which falls .75% or more below that of the Comparison Index.
The following table sets forth examples of resulting increases or decreases
to the Basic Fee on an annualized basis given various performance results:
<TABLE>
<CAPTION>
ADJUSTMENT
TO BASIC FEE
PERFORMANCE OF FUND RELATIVE TO COMPARISON INDEXES (ANNUALIZED)
- -------------------------------------------------- -----------
<S> <C>
+.75 percentage points or more.......................................................... +.15%
+.50.................................................................................... +.10%
+.25.................................................................................... +.05%
+.05.................................................................................... 0%
0.................................................................................... 0%
- -.05.................................................................................... 0%
- -.25.................................................................................... -.05%
- -.50.................................................................................... -.10%
- -.75 percentage points or more.......................................................... -.15%
</TABLE>
The Basic Fee, plus or minus the performance adjustments calculated as
described herein, is paid monthly. The applicable performance period is a
rolling 12-month period consisting of the most recent calendar month plus the
immediately preceding 11 months. No adjustments will be made in the first 12
months the Funds are under management.
In calculating the investment performance of a Fund as compared with the
investment record of its Comparison Index, dividends and other distributions of
the Fund and dividends and other distributions made with respect to component
securities of the Comparison Index during the performance period are treated as
having been reinvested. The investment performance of the Fund is calculated
based upon the total return of the Fund for the applicable period, which
consists of the total net asset value of the Fund at the end of the applicable
period, including reinvestment of dividends and distributions, less the net
asset value of the Fund at the commencement of the applicable period divided by
the net asset value of the Fund at the commencement of the applicable period.
Fractions of a percentage point are rounded to the nearest whole point (to the
higher whole point if exactly one-half).
Comparison Indexes for the Funds were chosen taking into account the
targeted duration ranges of the Funds and the types of securities in which the
Funds will invest.
The performance of VFI Intermediate Duration Portfolio will be compared to
that of the Lehman Brothers Mutual Fund (1-5 year) U.S. Government Index. This
index currently has a duration of 2.28 years and consists of all Treasury and
U.S. government agency issues maturing in one to five years (currently 775
issues). The performance of VFI Core Portfolio will be compared to that of the
Lehman Brothers Mutual Fund Government/Mortgage Index. This index currently has
a duration of 4.35 years and consists of all U.S. government, treasury, agency
and agency mortgage-backed securities.
SUB-ADVISER
VFM will act as the Sub-Adviser to VFI Intermediate Duration Portfolio and
VFI Core Portfolio. VFM and the Underwriter are each indirect wholly-owned
subsidiaries of Dougherty Financial Group Inc. ("DFG"), which is owned
approximately 49% by Michael E. Dougherty, 49% by Pohlad Companies and less than
1% by certain retirement plans for the benefit of DFG employees. Mr. Dougherty
co-founded the predecessor of DFG in 1977 and has served as Chairman of the
Board and Chief Executive officer of DFG since inception. Pohlad Companies is a
holding company owned in equal parts by each of James O. Pohlad, Robert C.
Pohlad and William M. Pohlad. VFM's principal business address is 90 South
Seventh Street, Suite 4400, Minneapolis, Minnesota 55402. As of November 30,
1995, VFM and its affiliates served as the manager to six closed-end and ten
open-end investment companies (comprising 29 separate investment portfolios),
administered numerous private accounts and managed approximately $8.1 billion in
assets.
The Sub-Advisory Agreement between Marquette and VFM provides that VFM is
entitled to a fee paid by Marquette , which is accrued daily and paid monthly,
equal to an annual rate of 50% of the Basic Fee plus or minus 50% of the
performance fee adjustment described above under "--Investment Advisers."
PORTFOLIO MANAGEMENT
All investment decisions for the Funds will be made by a committee, and no
individual or individuals will be primarily responsible for making
recommendations to that committee.
THE UNDERWRITER
The shares of the Funds are distributed through Voyageur Fund Distributors,
Inc. (the "Underwriter") pursuant to a Distribution Agreement between the
Underwriter and the Company. Pursuant to the Distribution Agreement, the
Underwriter receives a monthly service fee from each Fund equal, on an annual
basis, to .05% of such Fund's average daily net assets. Such fee is intended to
compensate the Underwriter for expenses incurred in connection with the
servicing of Fund shareholder accounts.
CUSTODIAN
Marquette serves as the custodian of each Fund's portfolio securities and
cash. Marquette receives no additional compensation for acting as the custodian
of VFI Intermediate Duration Portfolio and VFI Core Portfolio and a monthly fee
from VFI Short Duration Portfolio equal on an annual basis to .10% of such
Fund's average daily net assets for its services as custodian.
DIVIDEND DISBURSING, TRANSFER, ADMINISTRATIVE AND ACCOUNTING SERVICES AGENT
VFM acts as each Fund's dividend disbursing, transfer, administrative and
accounting services agent to perform dividend-paying functions, to calculate
each Fund's daily share price, to maintain shareholder records and to perform
certain regulatory reporting and compliance related services for the Funds. The
fees paid for these services are based on each Fund's assets and include
reimbursement of out-of-pocket expenses. VFM receives a monthly fee from each
Fund equal on an annual basis to .10% of each Fund's average daily net assets.
See "The Investment Advisers, Sub-Adviser, Administrative Services, Expenses and
Brokerage" in the Statement of Additional Information.-
EXPENSES OF THE FUNDS
Each Fund's expenses include, among others, fees of Directors, expenses of
Directors' and shareholders' meetings, insurance premiums, expenses of
redemption of shares, expenses of the issue and sale of shares (to the extent
not otherwise borne by the Underwriter), expenses of printing and mailing and
shareholder statements, association membership dues, charges of the Fund's
custodian, bookkeeping, auditing and legal expenses, the fees and expenses of
registering the Fund and its shares with the Securities and Exchange Commission
and registering or qualifying its shares under state securities laws, and
expenses of preparing and mailing prospectuses and reports to existing
shareholders. Marquette, Cadre, VFM and the Underwriter reserve the right, from
time to time, to voluntarily waive their fees in whole or part and to
voluntarily absorb certain other of the Funds' expenses.
PORTFOLIO TRANSACTIONS
No Fund will effect any brokerage transactions in its portfolio securities
with any broker-dealer affiliated directly or indirectly with Marquette, Cadre
or VFM unless such transactions, including the frequency thereof, the receipt of
commissions payable in connection therewith and the selection of the affiliated
broker-dealer effecting such transactions, are not unfair or unreasonable to the
shareholders of such Fund. It is not anticipated that any Fund will effect any
brokerage transactions with any affiliated broker-dealer, including the
Underwriter, unless such use would be to such Fund's advantage. Marquette, Cadre
and VFM may consider sales of shares of the Funds as a factor in the selection
of broker-dealers to execute the Funds' securities transactions.
DETERMINATION OF NET ASSET VALUE
The net asset value of Fund shares is determined once daily, Monday through
Friday, as of 3:00 p.m., Minneapolis time (the regular close of trading on the
Exchange) on each business day the Exchange is open for trading, except on (i)
days on which changes in the value of a Fund's portfolio securities will not
materially affect the current net asset value of the Fund's shares, (ii) days
during which no Fund shares are tendered for redemption and no order to purchase
or sell Fund shares is received by the Fund or (iii) customary national business
holidays on which the Exchange is closed for trading (as of the date hereof, New
Year's Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day).
For each Fund, the net asset value per share is determined by dividing the
value of the securities, cash and other assets of the Fund less all liabilities
by the total number of shares outstanding. For the purpose of determining the
aggregate net assets of a Fund, cash and receivables will be valued at their
face amounts. Interest will be recorded as accrued.
The value of most fixed-income securities held by the Funds will be
provided by an independent pricing service, which determines these valuations at
a time earlier than the close of the Exchange. Pricing services consider such
factors as security prices, yields, maturities, call features, ratings and
developments relating to specific securities in arriving at securities
valuations. Occasionally events affecting the value of such securities may occur
between the time valuations are determined and the close of the Exchange. If
events materially affecting the value of such securities occur during such
period, or if a Fund's investment adviser or sub-adviser determines for any
other reason that valuations provided by the pricing service are inaccurate,
such securities will be valued at their fair value according to procedures
established in good faith by the Company's Board of Directors. Fixed-income
securities for which prices are not available from an independent pricing
service but where an active market exists will be valued using market
quotations, prices provided by market makers or estimates of market values
obtained from yield data relating to instruments or securities with similar
characteristics in accordance with procedures established in good faith by the
Company's Board of Directors. Short-term securities with remaining maturities of
60 days or less are valued at amortized cost. In addition, any securities or
other assets of a Fund for which market prices are not readily available will be
valued at their fair value in accordance with procedures established in good
faith by the Company's Board of Directors.
DISTRIBUTIONS TO SHAREHOLDERS AND TAXES
The present policy of each Fund is to declare a distribution from the net
investment income of the Fund on each day that the Fund is open for business.
Net investment income consists of interest accrued on portfolio investments of a
Fund, less accrued expenses, computed in each case since the most recent
determination of net asset value. Net realized long-term capital gains, if any,
are distributed at least annually, after utilization of any available capital
loss carryovers.
Shareholders of each Fund receive distributions from investment income and
capital gains in additional shares of the Fund at net asset value, without any
sales charge, unless they elect otherwise. Each Fund sends quarterly statements
to its shareholders with details of any reinvested dividends.
FEDERAL INCOME TAXATION
Each Fund is treated as a separate entity for federal income tax purposes.
Each Fund intends to qualify during its current taxable year as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"). So long as a Fund so qualifies, it will not be liable for federal
income taxes to the extent it distributes its taxable income to its
shareholders. The following discussion of the federal income tax consequences of
investing in the Funds is based upon tax laws and regulations in effect on the
date of this Prospectus and is subject to change by legislative or
administrative action. For additional information, see "Taxes" in the Statement
of Additional Information. Certain states exempt mutual fund dividends
attributable to interest paid on certain U.S. Government Securities from income
taxation when received by banks that are shareholders in the mutual fund.
Prospective investors are advised to consult with their tax advisers concerning
the application of state and local tax laws to investments in and distributions
by the Funds. Shareholders will be notified annually as to the amount, nature
and federal income tax status of dividends and distributions.
If shares of any Fund are sold or otherwise disposed of, the shareholder
will realize a capital gain or loss equal to the difference between the purchase
price and the sales price of the shares disposed of, if, as is usually the case,
the shares are a capital asset in the hands of the shareholder. If the sale or
other disposition occurs more than one year after the shares were acquired, the
resulting capital gain or loss will be long-term. A special provision of the
Code states that, if a Fund's shares with respect to which a long-term capital
gain distribution has been made are held for six months or less, any loss on the
sale or other disposition of those shares will be a long-term capital loss to
the extent of such long-term capital gain distribution, unless such sale or
other disposition is made pursuant to a plan that provides for the periodic
liquidation of an investment in the Fund.
Distributions by the Funds are generally taxable to shareholders, whether
received in cash or in additional shares of the Fund. Distributions from a
Fund's net investment income and net short-term capital gains are taxable to
shareholders as ordinary income. Distributions from a Fund designated as
long-term capital gain distributions will be taxable to the shareholder as
long-term capital gains irrespective of how long the shareholder has held the
shares. Shareholders not subject to federal income taxation will not be taxed on
distributions by the Funds.
INVESTMENT PERFORMANCE
Advertisements and other sales literature for the Funds may refer to
"yield," "average annual total return," "cumulative total return," "current
distribution rate" and may compare such performance quotations with published
indices and comparable quotations of other funds. When a Fund advertises any
performance information, it also will advertise its average annual total return
as required by the rules of the Securities and Exchange Commission. All such
figures are based on historical earnings and performance and are not intended to
be indicative of future performance. Additionally, performance information may
not provide a basis for comparison with other investments or other mutual funds
using a different method of calculating performance. The investment return on
and principal value of an investment in any Fund will fluctuate, so that an
investor's shares, when redeemed, may be worth more or less than their original
cost.
The advertised "yield" of a Fund will be based on a 30-day period in the
advertisement. Yield is calculated by dividing the net investment income per
share deemed earned during the period by the maximum offering price per share on
the last day of the period. The result is then "annualized" using a formula that
provides for semi-annual compounding of income.
The "average annual total return" is the average annual compounded rate of
return based upon a hypothetical $1,000 investment made at the beginning of the
advertised period. In calculating average annual total return, the maximum sales
charge is deducted from the hypothetical investment and all dividends and
distributions are assumed to be reinvested.
"Cumulative total return" is calculated by subtracting a hypothetical
$1,000 payment to a Fund from the ending redeemable value of such payment (at
the end of the relevant advertised period), dividing such difference by $1,000
and multiplying the quotient by 100. In calculating ending redeemable value, all
income and capital gain distributions are assumed to be reinvested in additional
Fund shares and the maximum sales charge is deducted.
Each Fund, from time to time, may also quote a "current distribution rate"
to shareholders. A current distribution rate as of a date is calculated by
determining the amount of distributions that would have been paid over the
twelve-month period ending on such date to the holder of one hypothetical Fund
share purchased at the beginning of such period, and dividing such amount by the
current maximum offering price per share (the net asset value per Fund share
plus the maximum sales charge).
In addition to advertising total return and yield, comparative performance
information may be used from time to time in advertising the Funds' shares,
including data from Lipper Analytical Services, Inc., Morningstar and other
entities or organizations which track the performance of investment companies.
Performance information for each Fund may also be compared to its Comparison
Index and to other unmanaged indices. Unmanaged indices generally do not reflect
deductions for administrative and management costs and expenses. For Fund
performance information and daily net asset value quotations, investors may call
(612) 376-7010 or (800) 525-6584.
For additional information regarding comparative performance information
and the calculation of each Fund's yield, average annual total return,
cumulative total return and current distribution rate, see "Performance
Comparisons" in the Statement of Additional Information.
GENERAL INFORMATION
Each Fund sends to its shareholders six-month unaudited and annual audited
financial statements which include a list of investment securities held by the
Fund.
All of the Funds were established in 1995, each as a separate series of
Voyageur Funds, Inc., a Minnesota corporation incorporated on April 15, 1987.
The Articles of Incorporation limit the liability of the Directors to the
fullest extent permitted by law. The Articles of Incorporation currently permit
the Directors to issue an unlimited number of full and fractional shares of four
distinct series, each of which evidences an interest in a separate portfolio of
investments with its own investment objective, policies and restrictions. The
Articles of Incorporation also permit the Directors, without shareholder
approval, to create additional series of shares and to subdivide any series into
various classes of shares with such dividend preferences and other rights as the
Directors may designate.
Each share of a Fund represents an equal proportionate interest in the
assets belonging to the Fund and has identical voting, dividend, liquidation and
other rights.
Fund shares are freely transferable, are entitled to dividends as declared
by the Directors, and, in liquidation of a Fund, are entitled to receive the net
assets of such Fund. The Funds do not generally hold annual meetings of
shareholders and will do so only when required by law. Shareholders may remove
Directors from office by votes cast in person or by proxy at a meeting of
shareholders or by written consent and, in accordance with Section 16(c) of the
1940 Act, the Directors shall promptly call a meeting of shareholders for the
purpose of voting upon the question of removal of any Director when requested to
do so by the record holders of not less than 10% of the outstanding shares.
Each share of a series has one vote irrespective of the relative net
asset value of the series' shares. On some issues, such as the election of
Directors, all shares of the Company vote together as one series. On an issue
affecting only a particular series, the shares of the affected series vote as a
separate series. An example of such an issue would be a fundamental investment
restriction pertaining to only one series.
The assets received by the Company for the issue or sale of shares of each
series or class thereof, and all income, earnings, profits and proceeds thereof,
subject only to the rights of creditors, are allocated to such series, and in
the case of a class, allocated to such class, and constitute the underlying
assets of such series or class. The underlying assets of each series or class
thereof are required to be segregated on the books of account, and are to be
charged with the expenses in respect to such series or class and with a share of
the general expenses of the Company. Any general expenses of the Company not
readily identifiable as belonging to a particular series or class shall be
allocated among the series or classes thereof, based upon the relative net
assets of the series or class at the time such expenses were accrued.
For a further discussion of the above matters, see "Additional Information"
in the Statement of Additional Information.
No person has been authorized to give any information or to make any
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS (AND/OR IN THE
STATEMENT OF ADDITIONAL INFORMATION REFERRED TO ON THE COVER PAGE OF THIS
PROSPECTUS), AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS OR VOYAGEUR FUND
DISTRIBUTORS, INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN THE STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
PART B
VFI SHORT DURATION PORTFOLIO
VFI INTERMEDIATE DURATION PORTFOLIO
VFI CORE PORTFOLIO
SEPARATELY MANAGED SERIES OF VOYAGEUR FUNDS, INC.
STATEMENT OF ADDITIONAL INFORMATION
DATED _____, 1996
This Statement of Additional Information is not a prospectus, but should be
read in conjunction with the Prospectus of the Funds dated _____, 1996. A copy
of the Prospectus or this Statement of Additional Information may be obtained
free of charge by contacting the Funds at 90 South Seventh Street, Suite 4400,
Minneapolis, Minnesota 55402. Telephone: (612) 376-7000 or Toll Free (800)
553-2134.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
Investment Policies and Restrictions.................................................................... 2
Directors and Executive Officers........................................................................ 7
The Investment Advisers, Sub-Adviser, Administrative Services, Expenses and Brokerage 9
Net Asset Value and Public Offering Price............................................................... 13
Taxes................................................................................................... 13
Performance Comparisons................................................................................. 14
Redemptions............................................................................................. 16
Additional Information.................................................................................. 16
</TABLE>
No person has been authorized to give any information or to make any
representations other than those contained in this Statement of Additional
nformation or the Prospectus dated _____, 1996, and, if given or made, such
information or representations may not be relied upon as having been authorized
by the Funds.
This Statement of Additional Information does not constitute an offer to
sell securities in any state or jurisdiction in which such offering may not
lawfully be made. The delivery of this Statement of Additional Information at ny
time shall not imply that there has been no change in the affairs of the Funds
since the date hereof.
INVESTMENT POLICIES AND RESTRICTIONS
The investment objectives, policies and restrictions of Voyageur Financial
Institutions ("VFI") Short Duration Portfolio ("Short Duration Portfolio"), VFI
Intermediate Duration Portfolio ("Intermediate Duration Portfolio") and VFI Core
Portfolio ("Core Portfolio") (collectively, the "Funds") are set forth in the
Prospectus. Certain additional investment information is set forth below. All
capitalized terms not defined herein have the same meanings as set forth in the
Prospectus.
GOVERNMENT GUARANTEED MORTGAGE-RELATED SECURITIES
As set forth in the Prospectus, the Funds will invest solely in U.S.
Treasury bills, notes and bonds and other securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities ("U.S. Government
Securities") and repurchase agreements fully secured by U.S. Government
Securities. Included in the U.S. Government Securities the Funds may purchase
are pass-through securities and collateralized mortgage obligations ("CMOs").
Mortgages backing these securities purchased by the Funds include, among others,
conventional 30-year fixed rate mortgages, graduated payment mortgages, 15-year
mortgages and adjustable rate mortgages. The current issuers and guarantors of
mortgage-related securities in which the Funds may invest are the Government
National Mortgage Association, the Federal National Mortgage Association and the
Federal Home Loan Mortgage Association. A description of the mortgage-related
securities in which the Funds may invest is contained in the Prospectus.
Additional information with respect to these mortgage-related securities is set
forth below.
GNMA PASS-THROUGH SECURITIES. The Government National Mortgage Association
("GNMA") issues mortgage-backed securities ("GNMA Certificates") which evidence
an undivided interest in a pool or pools of mortgages. GNMA Certificates that
the Funds purchase are the "modified pass-through" type, which entitle the
holder to receive timely payment of all interest and principal payments due on
the mortgage pool, net of fees paid to the "issuer" and GNMA, regardless of
whether the mortgagor actually makes the payment.
The National Housing Act authorizes GNMA to guarantee the timely payment of
principal and interest on securities backed by a pool of mortgages insured by
the Federal Housing Administration ("FHA") or guaranteed by the Veterans
Administration ("VA"). The GNMA guarantee is backed by the full faith and credit
of the United States. GNMA is also empowered to borrow without limitation from
the U.S. Treasury if necessary to make any payments required under its
guarantee.
The average life of a GNMA Certificate is likely to be substantially
shorter than the original maturity of the mortgages underlying the securities.
Prepayments of principal by mortgagors and mortgage foreclosures will usually
result in the return of the greater part of principal investment long before the
maturity of the mortgages in the pool. Foreclosures impose no risk to principal
investment because of the GNMA guarantee, except to the extent that the Fund has
purchased the certificates at a premium in the secondary market.
FHLMC PASS-THROUGH SECURITIES. The Federal Home Loan Mortgage Corporation
("FHLMC") was created in 1970 through enactment of Title III of the Emergency
Home Finance Act of 1970. Its purpose is to promote development of a nationwide
secondary market in conventional residential mortgages.
FHLMC issues two types of mortgage pass-through securities ("FHLMC
Certificates"), mortgage participation certificates ("PCS") and guaranteed
mortgage certificates ("GMCs"). PCS resemble GNMA Certificates in that each PC
represents a pro rata share of all interest and principal payments made and owed
on the underlying pool. FHLMC guarantees timely monthly payment of interest on
PCS and the ultimate payment of principal.
GMCs also represent a pro rata interest in a pool of mortgages. However,
these instruments pay interest semiannually and return principal once a year in
guaranteed minimum payments. The expected average life of these securities is
approximately ten years. The FHLMC guarantee is not backed by the full faith and
credit of the United States.
FNMA PASS-THROUGH SECURITIES. The Federal National Mortgage Association
("FNMA") was established in 1938 to create a secondary market in mortgages
insured by the FHA.
FNMA issues guaranteed mortgage pass-through certificates ("FNMA
Certificates" ). FNMA Certificates resemble GNMA Certificates in that each FNMA
Certificate represents a pro rata share of all interest and principal payments
made and owed on the underlying pool. FNMA guarantees timely payment of interest
and principal on FNMA Certificates. The FNMA guarantee is not backed by the full
faith and credit of the United States.
ADJUSTABLE RATE MORTGAGE SECURITIES
Adjustable Rate Mortgage Securities ("ARMS") are mortgage-related
securities that, unlike fixed-rate mortgage securities, have periodic
adjustments in the coupons on the underlying mortgages. The interest rates on
ARMS are reset at periodic intervals (generally one year or less) to an
increment over some predetermined interest rate index. There are two main
categories of indices: those based on U.S. Treasury securities and those derived
from a calculated measure such as a cost of funds index or a moving average of
mortgage rates. Commonly utilized indices include the one-year and five-year
constant maturity Treasury note rates, the three-month Treasury bill rate, the
180-day Treasury bill rate, rates on longer-term Treasury securities, the 11th
District Federal Home Loan Bank Cost of Funds Index, the National Median Cost of
Funds, the one-month or three-month London Interbank Offered Rate ("LIBOR"), the
prime rate of a specific bank, or commercial paper rates. Some indices, such as
the one-year constant maturity Treasury note rate, closely mirror changes in
market interest rate levels. Others, such as the 11th District Home Loan Bank
Cost of Funds Index (often related to ARMS issued by FNMA), tend to lag changes
in market rate levels and tend to be somewhat less volatile. The investment
adviser or sub-adviser of a Fund will seek to diversify Fund investments in ARMS
among a variety of indices and reset periods so that such Fund is not at any one
time unduly exposed to the risk of interest rate fluctuations. In selecting a
type of ARMS for investment, the investment adviser or sub-adviser will also
consider the liquidity of the market for such ARMS.
The underlying adjustable rate mortgages which back ARMS in which the Funds
invest will frequently have caps and floors which limit the maximum amount by
which the loan rate to the residential borrower may change up or down (1) per
reset or adjustment interval and (2) over the life of the loan. Some residential
adjustable rate mortgage loans restrict periodic adjustments by limiting changes
in the borrower's monthly principal and interest payments rather than limiting
interest rate changes. These payment caps may result in negative amortization;
i.e., an increase in the balance of the mortgage loan.
ARMS, like other mortgage-related securities, differ from conventional
bonds in that principal is paid back over the life of the ARMS rather than at
maturity. As a result, the holder of the ARMS receives monthly scheduled
payments of principal and interest, and may receive unscheduled principal
payments representing prepayments on the underlying mortgages. When the holder
reinvests the payments and any unscheduled prepayments of principal it receives,
it may receive a rate of interest which is lower than the rate on the existing
ARMS. For this reason, ARMS are less effective than longer-term debt securities
as a means of "locking-in" long-term interest rates.
ARMS, while having less risk of price decline during periods of rapidly
rising rates than other investments of comparable maturities, will have less
potential for capital appreciation due to the likelihood of increased
prepayments of mortgages as interest rates decline. In addition, to the extent
ARMS are purchased at a premium, mortgage foreclosures and unscheduled principal
prepayments will result in some loss of the holders' principal investment to the
extent of the premium paid. On the other hand, if ARMS are purchased at a
discount, both a scheduled payment of principal and an unscheduled prepayment of
principal will increase current and total returns and will accelerate the
recognition of income which, when distributed to shareholders, will be taxable
as ordinary income.
HIGH RISK MORTGAGE SECURITIES
As set forth in the Prospectus, no Fund will invest any of its assets in
mortgage-related securities that are considered "high risk" under applicable
supervisory policies of the Office of the Comptroller of the Currency" (the
"OCC"). In OCC Banking Circular 228 (Rev.) (January 10, 1992), the OCC defined
"high-risk mortgage security" as any mortgage derivative product that at the
time of purchase, or at a subsequent testing date, meets any of the following
three tests:
1. AVERAGE LIFE TEST. The mortgage derivative product has an expected
weighted average life greater than 10.0 years.
2. AVERAGE LIFE SENSITIVITY TEST. The expected weighted average life of the
mortgage derivative product:
a. Extends by more than 4.0 years, assuming an immediate and sustained
parallel shift in the yield curve of plus 300 basis points, or
b. Shortens by more than 6.0 years, assuming an immediate and
sustained parallel shift in the yield curve of minus 300 basis points.
3. PRICE SENSITIVITY TEST. The estimated change in the price of the
mortgage derivative product is more than 17%, due to an immediate and
sustained parallel shift in the yield curve of plus or minus 300 basis
points.
Examples of certain "high-risk mortgage securities" include "IO" and "PO"
classes of stripped mortgage-backed securities, inverse floating CMOs and
certain zero coupon Treasury securities.
REPURCHASE AGREEMENTS
Each of the Funds may invest in repurchase agreements. The Funds' custodian
will hold the securities underlying any repurchase agreement or such securities
will be part of the Federal Reserve Book Entry System. The market value of the
collateral underlying the repurchase agreement will be determined on each
business day. If at any time the market value of the collateral falls below the
repurchase price of the repurchase agreement (including any accrued interest),
the respective Fund will promptly receive additional collateral (so the total
collateral is an amount at least equal to the repurchase price plus accrued
interest). In entering into repurchase agreements, the Funds will comply with
the standards set forth by the OCC with respect to bank investments in
repurchase agreements. Accordingly, the Funds will enter into repurchase
agreements only with the primary reporting dealers that report to the Federal
Reserve Bank of New York or with banks that are among the 100 largest United
States commercial banks.
WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES
Each of the Funds may purchase securities offered on a "when-issued"
basis and may purchase or sell securities on a "forward commitment" basis. When
a Fund purchases securities on a when-issued or forward commitment basis, it
will maintain in a segregated account with its custodian cash or liquid
high-grade debt obligations having an aggregate value equal to the amount of
such purchase commitments until payment is made; a Fund will likewise segregate
securities it sells on a forward commitment basis.
TEMPORARY INVESTMENTS
To the extent set forth in the Prospectus, the Funds may invest in
short-term money market securities that are obligations of the U.S. Government
and its agencies and instrumentalities. Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities that mature within 397 days
are considered money market securities for purposes of the Funds' investment
policies.
INVESTMENT RESTRICTIONS
Each Fund has adopted the following investment restrictions which, together
with the investment objective of such Fund, cannot be changed without approval
by holders of a majority of the outstanding voting shares of such Fund. As
defined in the 1940 Act, this means the lesser of the vote of (a) 67% of the
shares of such Fund at a meeting where more than 50% of the outstanding shares
of such Fund are present in person or by proxy or (b) more than 50% of the
outstanding shares of such Fund.
1. No Fund will operate in such a manner that it would no longer qualify
as a "diversified" management investment company, as defined under
Section 5 of 1940 Act. In connection therewith, no Fund will, with
respect to 75% of its total assets, purchase any securities (other
than obligations issued or guaranteed by the U.S. Government or its
agencies and instrumentalities) if, as a result, more than 5% of the
Fund's total assets would then be invested in the securities of a
single issuer or if, as a result, the Fund would hold more than 10% of
the outstanding voting securities of any single issuer, or each Fund
will otherwise limit its investments as required in order to qualify
as a "diversified" management investment company as defined under
Section 5 of the 1940 Act.
2. No Fund will concentrate 25% or more of the value of its assets in any
one industry; provided, however, that there is no limitation with
respect to investments in obligations issued or guaranteed by the U.S.
Government or its agencies and instrumentalities and repurchase
agreements secured thereby.
3. No Fund will make loans, except through the purchase of fixed-income
obligations in which such Fund may invest consistent with its
investment objective and policies and through repurchase agreements.
4. No Fund will underwrite the securities of other issuers except to the
extent that, in connection with the disposition of its portfolio
securities, the Fund may be deemed to be an underwriter.
5. No Fund will borrow money (provided that the Funds may enter into
reverse repurchase agreements) except from banks for temporary or
emergency purposes and then only in an amount not exceeding one-third
of the value of such Fund's total assets. No Fund will purchase
portfolio securities while outstanding borrowings (other than reverse
repurchase agreements) exceed 5% of the value of the Fund's total
assets. In order to secure any permitted borrowings under this
section, each Fund may pledge, mortgage or hypothecate its assets.
6. No Fund will issue any senior securities (as defined in the 1940 Act),
except as set forth in investment restriction number 5 above, and
except to the extent that purchasing or selling securities on a
when-issued or forward commitment basis, or using similar investment
strategies may be deemed to constitute issuing a senior security.
7. No Fund will invest in commodities, commodities futures contracts or
real estate.
Each Fund has adopted the following operating (i.e., non-fundamental)
investment restrictions which may be changed by the Board of Directors at any
time without shareholder approval.
No Fund will:
1. Purchase the securities of any issuer with less than three years'
continuous operation if, as a result, more than 5% of the value of its
total assets would be invested in securities of such issuers.
2. Purchase illiquid securities if more than 15% of the value of the
Fund's net assets would be invested in such securities.
3. Purchase or retain securities of any issuer if the officers and
directors of the Fund or its investment adviser or any sub-adviser,
owning beneficially more than 1/2 or 1% of the securities of such
issuer, together own beneficially more than 5% or such issuer's
securities.
4. Invest in warrants.
5. Invest in interests in oil, gas or other mineral exploration or
development programs or leases although it may invest in securities of
issuers which invest in or sponsor such programs.
6. Invest in the securities of an investment company, except to the
extent permitted by the 1940 Act and except as part of a merger,
consolidation or acquisition of assets.
7. Purchase any securities on margin except that each Fund may obtain
such short-term credits as may be necessary for the clearance of
purchases and sales of securities.
8. Invest for the purpose of exercising control or management of another
issuer.
9. Make short sales of securities or maintain a short position for the
account of the Fund unless at all times when a short position is open
it owns an equal amount of such securities or owns securities which,
without payment of any further consideration, are convertible into or
exchangeable for securities of the same issue as, and equal in amount
to, the securities sold short.
10. Write, purchase or sell puts, calls or combinations thereof.
Any investment restriction or limitation which involves a maximum
percentage of securities or assets shall not be considered to be violated unless
an excess over the percentage occurs immediately after an acquisition of
securities or a utilization of assets and such excess results therefrom.
DIVERSIFICATION
As indicated by the first fundamental investment restriction set forth
above, each Fund operates as a "diversified" fund. Each Fund intends to conduct
its operations so that it will comply with diversification requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and
qualify as a "regulated investment company." In order to qualify as a regulated
investment company, each Fund must limit its investments so that, at the close
of each quarter of the taxable year, with respect to at least 50% of its total
assets, not more than 5% of its total assets will be invested in the securities
of a single issuer. In addition, the Code requires that not more than 25% in
value of each Fund's total assets may be invested in the securities of a single
issuer at the close of each quarter of the taxable year.
PORTFOLIO TURNOVER
Portfolio turnover is the ratio of the lesser of annual purchases or sales
of portfolio securities by a Fund to the average monthly value of portfolio
securities owned by the Fund, not including securities maturing in less than 12
months. A 100% portfolio turnover rate would occur, for example, if the lesser
of the value of purchases or sales of a Fund's portfolio securities for a
particular year were equal to the average monthly value of the portfolio
securities owned by the Fund during the year. Each Fund will dispose of
securities without regard to the time they have been held when such action
appears advisable to the Fund's investment adviser or subadviser. Frequent
portfolio trades may result in higher transaction and other costs for a Fund.
DIRECTORS AND EXECUTIVE OFFICERS
The Directors and officers of the Company, their position with the Company
and their principal occupations during the past five years are set forth below.
In addition to the occupations set forth below, the directors and officers also
serve as directors and trustees or officers of various closed-end and open-end
investment companies managed by the Voyageur Fund Managers, Inc. ("VFM").
PRINCIPAL OCCUPATION(S) DURING
PAST FIVE YEARS AND OTHER
NAME, ADDRESS, AND AGE POSITION AFFILIATIONS
- ---------------------- -------- ----------------------------
Clarence G. Frame, 76 Director Of counsel, Briggs & Morgan
W-875 law firm since 1984.
First National Bank Building
332 Minnesota Street
St. Paul, Minnesota 55101
Richard F. McNamara, 61 Director Chief Executive Officer of
7808 Creekridge Circle, #200 Activar, Inc., a Minneapolis-
Minneapolis, Minnesota 55439 based holding company consist-
ing of seventeen companies in
industrial plastics, sheet
metal, automotive aftermarket,
construction supply, electron-
ics and financial services,
since 1966.
Thomas F. Madison*, 58 Director Vice Chairman-Office of the
200 South Fifth Street CEO, Minnesota Mutual Life
Suite 2100 Insurance Company since
Minnepolis, Minnesota 55402 February 1994; President and
CEO of MLM Partners, Inc.
since January 1993; previous-
ly, President of U.S. WEST
Communications-Markets from
1988 to 1993; Mr. Madison
currently serves on the board
of directors of Minnesota
Mutual Life Insurance Company,
Valmont Industries, Inc.,
Eltrax Systems, Inc and vari-
ous civic and educational
organizations.
James W. Nelson, 52 Director Chairman and Chief Executive
81 South Ninth Street Officer of Eberhardt Holding
Suite 4400 Company and its subsidiaries
Minneapolis, Minnesota 55402 since 1990.
Robert J. Odegard, 73 Director Special Assistant to the
University of Minnesota President of the University of
Foundation Minnesota since 1990.
1300 South Second Street
Minneapolis, Minnesota 55454
John G. Taft, 41 President President (since 1991) and
90 South Seventh Street Director (since 1993) of the
Suite 4400 Adviser; Director (since 1993)
Minneapolis, Minnesota 55402 and Executive Vice President
(since 1995) of the
Underwriter; Management
committee member of the
Adviser from 1991 to 1993;
Managing Director at Piper,
Jaffray & Hopwood Incorporated
in Minneapolis from 1986 to
1991.
Andrew M. McCullagh, Jr., 46 Executive Portfolio Manager of the
90 South Seventh Street Vice Adviser since 1990; previous-
Suite 4400 President ly, Director of the Adviser
Minneapolis, Minnesota 55402 and the Underwriter from 1993
to 1995.
Jane M. Wyatt, 40 Executive Chief Investment Officer
90 South Seventh Street Vice (since 1993) and Portfolio
Suite 4400 President Manager (since 1989) of the
Minneapolis, Minnesota 55402 Adviser; Director of the
Adviser and the Underwriter
since 1993.
Elizabeth H. Howell, 32 Vice Portfolio Manger of the
90 South Seventh Street President Adviser since 1991; previous-
Suite 4400 ly, portfolio manager for
Minneapolis, Minnesota 55402 Windsor Financial Group,
Minneapolis, Minnesota from
1988 to 1991.
James C. King, 54 Vice Portfolio Manager of the
90 South Seventh Street President Adviser since 1990; previous-
Suite 4400 ly, Director of the Adviser
Minneapolis, Minnesota 55402 and the Underwriter from 1993
to 1995.
Kenneth R. Larsen, 32 Treasurer Treasurer of the Adviser and
90 South Seventh Street the Underwriter since 1990;
Suite 4400 previously, Chief Financial
Minneapolis, Minnesota 55402 Officer (from 1991 to 1995),
Director (from 1993 to 1995),
Secretary (from 1990 to 1993)
and Controller (from 1988 to
1990) of the Adviser and the
Underwriter.
Thomas J. Abood, 32 Secretary General Counsel of the
90 South Seventh Street Adviser and the Underwriter
Suite 4400 since October 1994; previous-
Minneapolis, Minnesota 55402 ly, associated with the law
firm of Skadden, Arps, Slate,
Meagher & Flom, Chicago,
Illinois from 1988 to 1994.
_________________________________
* Denotes a director of the Company who is an interested person of the Company,
an investment adviser or sub-adviser to a Fund and/or the Underwriter.
As of ___________, 1996, the officers and directors of the Company as a
group did not own any shares of the Funds.
The Company does not compensate its officers. Each director (who is not an
employee of VFM or any of its affiliates) receives a total annual fee of $24,000
for serving as a director or trustee for the Funds and each of the open-end and
closed-end investment companies (the "Fund Complex") for which VFM acts as
investment adviser, plus a $500 fee for each special in-person meeting attended
by such director. These fees are allocated among each series or fund in the Fund
Complex based on the relative average net asset value of each series or fund.
Currently the Fund Complex consists of 10 open-end investment companies
comprising 38 series or funds and six closed-end investment companies. In
addition, each director who is not an employee of VFM or any of its affiliates
is reimbursed for expenses incurred in connection with attending meetings.
For the fiscal year ended December 31, 1994, the Fund Complex paid total
compensation of $22,500 to each of Messrs. Frame, McNamara, Nelson and Odegard
and $16,000 to Mr. Madison. Mr. Harley Danforth received $22,500 for service as
a director/trustee through the fiscal year ended December 31, 1994. Mr. Danforth
has resigned as a member of the Board of the Funds, but has been retained as a
consultant by the Funds for the period ending January 1996. He will receive
$20,000 for his services as a consultant.
Voyageur Fund Distributors, Inc. (the "Underwriter") is the principal
distributor of each Fund's shares. With regard to the Underwriter, Mr. Frank
Tonnemaker is the President and a director, Mr. Taft and Ms. Wyatt are each
Executive Vice Presidents and directors and Mr. Larsen is Treasurer.
THE INVESTMENT ADVISERS, SUB-ADVISER, ADMINISTRATIVE
SERVICES, EXPENSES AND BROKERAGE
GENERAL
Marquette Trust Company ("Marquette") and Cadre Consulting Services, Inc.
("Cadre") have been retained under investment advisory agreements (the "Advisory
Agreements") with the Company to act investment advisers to the Funds, subject
to the authority of the Board of Directors. Cadre will act as investment adviser
to Short Duration Portfolio and Marquette will act as investment adviser to
Intermediate Duration Portfolio and Core Portfolio.
Marquette Trust Company is headquartered in Minneapolis, Minnesota. It is
the lead Trust company for a $3.5 billion community bank organization under
common ownership. The bank group includes over 40 banks in ten different states.
Marquette Trust Company provides investment management, custody, and Trust
administration services for over $400 million of assets in Minnesota, Wisconsin,
Iowa, and South Dakota. It has been providing Trust services for the past 50
years.
Cadre Consulting Services, Inc. was founded in 1982, and is based in Long
Island, New York. It specializes in investment management, administration, and
marketing for governmental entities. It currently provides these services for 21
different programs covering 10 states, with 2,500 clients. Cadre manages $2.2
billion of short term investment assets, and an additional $3.2 billion of fixed
rate/fixed term assets.
INVESTMENT ADVISORY AGREEMENTS
The Company, on behalf of the respective Funds, has contracted with
Marquette and Cadre for investment advice, research and management. Pursuant to
each Investment Advisory Agreement, the investment adviser has the sole and
exclusive responsibility for the management of the respective Fund's portfolio
and the making and execution of all investment decisions for such Fund subject
to the objectives and investment policies and restrictions of the Fund and
subject to the supervision of the Company's Board of Directors. However, under
the Company's Investment Advisory Agreement with Marquette, Marquette is
authorized to retain a sub-adviser to assist in furnishing investment advice to
the Company. Marquette is responsible for monitoring compliance by such
sub-adviser with the investment policies and restrictions of the respective
Funds and with such other limitations or directions as the Board of Directors of
the Company may from time to time prescribe. Each investment adviser furnishes,
at its own expense, office facilities, equipment and personnel for servicing the
investments of the respective Funds.
Each Investment Advisory Agreement continues from year to year only if
approved annually (a) by the Board of Directors of the Company or by vote of a
majority of the outstanding voting securities of each Fund and (b) by vote of a
majority of Directors of the Company who are not parties to such Investment
Advisory Agreement or interested persons (as defined in the 1940 Act) of any
such party, cast in person at a meeting of the Board of Directors called for the
purpose of voting on such approval. Each Investment Advisory Agreement may be
terminated by either party on 60 days' notice to the other party and terminates
automatically upon its assignment. Each Investment Advisory Agreement also
provides that amendments to the Agreement may be effected if approved by the
Board of Directors of the Company (including a majority of the Company's
disinterested directors), unless the 1940 Act requires that any such amendment
must be submitted for approval by the shareholders and that all proposed
assignments of such agreement are subject to approval by the Company's Board of
Directors (unless the 1940 Act otherwise requires shareholder approval thereof).
THE SUB-ADVISER
Voyageur Fund Mangers, Inc. ("VFM") acts as the sub-adviser to Intermediate
Duration Portfolio and Core Portfolio pursuant to a Sub-Advisory Agreement with
Marquette. Under the Sub-Advisory Agreement, VFM provides Intermediate Duration
Portfolio and Core Portfolio with investment advice and portfolio management.
The Sub-Advisory Agreement requires VFM, among other things, to report to
Marquette or the Board of Directors regularly at such times and in such detail
as Marquette or the Board of Directors may from time to time request in order to
permit Marquette and the Board of Directors to determine the adherence of the
Funds to their investment objectives, policies and restrictions. The
Sub-Advisory Agreement also requires VFM to provide all office space, personnel
and facilities necessary and incident to VFM's performance of its services under
the Sub-Advisory Agreement.
ADMINISTRATIVE SERVICES AGREEMENT
VFM also acts as each Fund's dividend disbursing, transfer, administrative
and accounting services agent pursuant to an Administrative Services Agreement
(the "Administrative Services Agreement") between VFM and the Company. Pursuant
to the Administrative Services Agreement, VFM provides each Fund all dividend
disbursing, transfer agency, administrative and accounting services required by
such Fund including, without limitation, the following: (i) the calculation of
net asset value per share (including the pricing of each Fund's portfolio of
securities) at such times and in such manner as is specified in the Fund's
current Prospectus and Statement of Additional Information, (ii) upon the
receipt of funds for the purchase of such Fund's shares or the receipt of
redemption requests with respect to such Fund's shares outstanding, the
calculation of the number of shares to be purchased or redeemed, respectively,
(iii) upon such Fund's distribution of dividends, the calculation of the amount
of such dividends to be received per share, the calculation of the number of
additional shares of such Fund to be received by each shareholder of such Fund
(other than any shareholder who has elected to receive such dividends in cash)
and the mailing of payments with respect to such dividends to shareholders who
have elected to receive such dividends in cash, (iv) the provision of transfer
agency services, (v) the creation and maintenance of such records relating to
the business of such Fund as such Fund may from time to time reasonably request,
(vi) the preparation of tax forms, reports, notices, proxy statements, proxies
and other shareholder communications, and the mailing thereof to shareholders of
such Fund, and (vii) the provision of such other dividend disbursing, transfer
agency, administrative and accounting services as such Fund and VFM may from
time to time agree upon. Pursuant to the Administrative Services Agreement, VFM
also provides such regulatory reporting and compliance related services and
tasks for the Company or any Fund as the Company may reasonably request.
As compensation for these services, each Fund pays VFM a monthly fee
equivalent on an annual basis to .10% of each Fund's average daily net assets.
For purposes of calculating average daily net assets, as such term is used in
the Administrative Services Agreements, each Fund's net assets equal its total
assets minus its total liabilities. Each Fund also reimburses VFM for its
out-of-pocket expenses in connection with VFM's provision of services under such
Fund's Administrative Services Agreement.
A majority of the disinterested directors of the Company specifically
found, in the course of their review of the Administrative Services Agreement,
that such agreement is in the best interests of the Fund and its shareholders,
the services to be performed pursuant to such agreement are services required
for the operation of the Fund, VFM can provide services the nature and quality
of which are at least equal to those provided by others offering the same or
similar services, and the fees for such services are fair and reasonable in
light of the usual and customary charges made by others for services of the same
nature and quality. The Administrative Services Agreement is renewable from year
to year if the Company's directors (including a majority of the Company's
disinterested directors) approve the continuance of the Agreement. The Company
or VFM can terminate the Administrative Services Agreement on 60 days' notice to
the other party. The Administrative Services Agreement also provides that
amendments to the Agreement may be effected if approved by the Board of
Directors of the Company (including a majority of the disinterested directors)
and that all proposed assignments of such Agreement are subject to approval by
the Company's Board of Directors.
EXPENSES OF THE FUNDS
Marquette, Cadre, VFM and the Underwriter reserve the right to voluntarily
waive their fees in whole or part and/or to voluntarily absorb certain other of
the Fund's expenses. Any such waiver or absorption, however, will be in their
sole discretion and may be lifted or reinstated at any time.
All costs and expenses (other than those specifically referred to as being
borne by Marquette, Cadre, VFM or the Underwriter) incurred in the operation of
each Fund are borne by such Fund. These expenses include, among others, fees of
the directors who are not employees of any investment adviser or sub-adviser or
any of their affiliates, expenses of directors' and shareholders' meetings,
including the cost of printing and mailing proxies, expenses of insurance
premiums for fidelity and other coverage, expenses of redemption of shares,
expenses of issue and sale of shares (to the extent not borne by the Underwriter
under its agreement with such Fund), expenses of printing and mailing stock
certificates representing shares of such Fund, association membership dues,
charges of such Fund's custodian, and bookkeeping, auditing and legal expenses.
Each Fund will also pay the fees and bear the expense of registering and
maintaining the registration of such Fund and its shares with the Securities and
Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses,
reports and statements to shareholders.
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE
As the Funds' portfolios are composed exclusively of debt, rather than
equity securities, most of the Funds' portfolio transactions are effected with
dealers without the payment of brokerage commissions, but rather at net prices
which usually include a spread or markup. In effecting such portfolio
transactions on behalf of a Fund, such Fund's investment adviser or sub-adviser
seeks the most favorable net price consistent with the best execution. However,
frequently, such investment adviser or sub-adviser selects a dealer to effect a
particular transaction without contacting all dealers who might be able to
effect such transaction, because of the volatility of the bond market and the
desire of the investment adviser or sub-adviser to accept a particular price for
a security because the price offered by the dealer meets its guidelines for
profit, yield or both. No brokerage commissions are expected to be paid by the
Funds.
Decisions with respect to placement of a Fund's portfolio transactions are
made by such Fund's investment adviser or sub-adviser. The primary consideration
in making these decisions is efficiency in the execution of orders and obtaining
the most favorable net prices for such Fund. When consistent with these
objectives, business may be placed with broker-dealers who furnish investment
research services to the investment adviser or sub-adviser. Such research
services include advice, both directly and in writing, as to the value of
securities; the advisability of investing in, purchasing or selling securities;
and the availability of securities, or purchasers or sellers of securities; as
well as analyses and reports concerning issues, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts. This
allows the investment adviser or sub-adviser to supplement its own investment
research activities and enables the investment adviser or sub-adviser to obtain
the views and information of individuals and research staffs of many different
securities firms prior to making investment decisions for a Fund. To the extent
portfolio transactions are effected with broker-dealers who furnish research
services to an investment adviser or sub-adviser, such investment adviser or
sub-adviser receive a benefit, not capable of evaluation in dollar amounts,
without providing any direct monetary benefit to the Fund from these
transactions.
The Funds' investment advisers and sub-adviser have not entered into any
formal or informal agreements with any broker-dealers, nor do they maintain any
"formula" which must be followed in connection with the placement of the Funds'
portfolio transactions in exchange for research services provided the investment
advisers or sub-advisers, except as noted below. However, each investment
adviser and sub-adviser maintains an informal list of broker-dealers, which is
used from time to time as a general guide in the placement of a Fund's business,
in order to encourage certain broker-dealers to provide such investment adviser
or sub-adviser with research services which the investment adviser or
sub-adviser anticipates will be useful to it. Because the list is merely a
general guide, which is to be used only after the primary criterion for the
selection of broker-dealers (discussed above) has been met, substantial
deviations from the list are permissible and may be expected to occur. The
investment advisers and sub-adviser will authorize the Funds to pay an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker-dealer would have charged only if the investment
adviser or sub-adviser determines in good faith that such amount of commission
is reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer, viewed in terms of either that particular
transaction or the investment adviser's or sub-adviser's overall
responsibilities with respect to the accounts as to which it exercises
investment discretion.
The Funds will not effect any brokerage transactions in their portfolio
securities with any broker-dealer affiliated directly or indirectly with an
investment adviser or sub-adviser, unless such transactions, including the
frequency thereof, the receipt of commissions payable in connection therewith
and the selection of the affiliated broker-dealer effecting such transactions
are not unfair or unreasonable to the shareholders of the Funds. In the event
any transactions are executed on an agency basis, the investment adviser or
sub-adviser will authorize the respective Fund to pay an amount of commission
for effecting a securities transaction in excess of the amount of commission
another broker-dealer would have charged only if the investment adviser or
sub-adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer, viewed in terms of either that particular
transaction or the investment adviser's or sub-adviser's overall
responsibilities with respect to the Fund or Funds as to which it exercises
investment discretion. If the Funds execute any transactions on an agency basis,
they will generally pay higher than the lowest commission rates available.
In determining the commissions to be paid to a broker-dealer affiliated
with an investment adviser or sub-adviser, it is the policy of the Funds that
such commissions will, in the judgment of the investment adviser or sub-adviser,
subject to review by the Board of Directors, be both (a) at least as favorable
as those which would be charged by other qualified brokers in connection with
comparable transactions involving similar securities being purchased or sold on
an exchange during a comparable period of time, and (b) at least as favorable as
commissions contemporaneously charged by such affiliated broker-dealers on
comparable transactions for their most favored comparable unaffiliated
customers. While each Fund does not deem it practicable and in its best interest
to solicit competitive bids for commission rates on each transaction,
consideration will regularly be given to posted commission rates as well as to
other information concerning the level of commissions charged on comparable
transactions by other qualified brokers.
Pursuant to conditions set forth in rules of the Securities and Exchange
Commission, the Funds may purchase securities from an underwriting syndicate of
which an affiliated broker-dealer is a member (but not directly from such
affiliated broker-dealer itself). Such conditions relate to the price and amount
of the securities purchased, the commission or spread paid and the quality of
the issuer. The rules further require that such purchases take place in
accordance with procedures adopted and reviewed periodically by the Board of
Directors of the Funds, particularly those directors who are not interested
persons of the Funds.
Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to the policies set forth in the
preceding paragraphs and such other policies as the Company's directors may
determine, the investment advisers and sub-adviser may consider sales of shares
of the Funds as a factor in the selection of broker-dealers to execute the
Funds' securities transactions.
NET ASSET VALUE AND PUBLIC OFFERING PRICE
The method for determining the public offering price of Fund shares, which
is equal to the net asset value per share, is summarized in the Prospectus. The
portfolio securities in which the Funds invest fluctuate in value and hence the
net asset value per share of each Fund also fluctuates. The net asset value of
each Fund's shares is determined on each day on which the New York Stock
Exchange is open, provided that the net asset value need not be determined on
days when no Fund shares are tendered for redemption and no order for Fund
shares is received. The New York Stock Exchange is not open for business on the
following holidays (or on the nearest Monday or Friday if the holiday falls on a
weekend): New Year's Day, President's Day, Good Friday, Memorial Day, July 4th,
Labor Day, Thanksgiving and Christmas.
TAXES
GENERAL INFORMATION
To qualify under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code") for tax treatment as a regulated investment company, each
Fund must, among other things: (a) distribute to its shareholders at least 90%
of its investment company taxable income (as that term is defined in the Code
determined without regard to the deduction for dividends paid); (b) derive less
than 30% of its annual gross income from the sale or other disposition of stock,
securities, options, futures, or forward contracts held for less than three
months; and (c) diversify its holdings so that, at the end of each fiscal
quarter of the Fund, (i) at least 50% of the market value of the Fund's assets
is represented by cash, cash items, U.S. Government securities and securities of
other regulated investment companies, and other securities, with these other
securities limited, with respect to any one issuer, to an amount no greater than
5% of the Fund's total assets and no greater than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the market value of the
Fund's total assets is invested in the securities of any one issuer (other than
U.S. Government securities or securities of other regulated investment
companies).
Each Fund will be subject to a nondeductible excise tax equal to 4% of the
excess, if any, of the taxable amount required to be distributed for each
calendar year over the amount actually distributed. In order to avoid this
excise tax, each Fund must declare dividends by the end of the calendar year
representing 98% of the Fund's ordinary income for the calendar year and 98% of
its capital gain net income (both long-term and short-term gains) for the
12-month period ending on October 31 of such year. For purposes of this
requirement, any income with respect to which a Fund has paid corporate income
tax is deemed to have been distributed. Each Fund intends to make sufficient
distributions each year to avoid the payment of the excise tax.
When shares of a Fund are sold or otherwise disposed of, the Fund
shareholder will realize a capital gain or loss equal to the difference between
the purchase price and the sale price of the shares disposed of, if, as is
usually the case, the Fund shares are a capital asset in the hands of the Fund
shareholder.In addition, pursuant to a special provision in the Code, if Fund
shares with respect to which a long-term capital gain distribution has been made
are held for six months or less, any loss on the sale or other disposition of
such shares will be a long-term capital loss to the extent of such long-term
capital gain distribution. Certain deductions otherwise allowable to financial
institutions and property and casualty insurance companies will be eliminated or
reduced by reason of the receipt of certain exempt-interest dividends.
Any loss on the sale or exchange of shares of a Fund generally will be
disallowed to the extent that a shareholder acquires or contracts to acquire
shares of the same Fund within 30 days before or after such sale or exchange.
Pursuant to the Code, distributions of net investment income by a Fund to a
shareholder who, as to the U.S., is a nonresident alien individual, nonresident
alien fiduciary of a trust or estate, foreign corporation, or foreign
partnership (a "foreign shareholder") will generally be subject to U.S.
withholding tax (at a rate of 30% or lower treaty rate). Withholding will not
apply if a dividend paid by the Fund to a foreign shareholder is "effectively
connected" with a U.S. trade or business of such shareholder, in which case the
reporting and withholding requirements applicable to U.S. citizens or domestic
corporations will apply. Distributions of net long-term capital gains are not
subject to tax withholding but, in the case of a foreign shareholder who is a
nonresident alien individual, such distributions ordinarily will be subject to
U.S. income tax at a rate of 30% if the individual is physically present in the
U.S. for more than 182 days during the taxable year. Each Fund will report
annually to its shareholders the amount of any withholding. It is expected that
dividends paid by the Funds will not be eligible for the 70% deduction for
dividends received by corporations because the Funds' income will not consist of
dividends paid by U.S. corporations.
The foregoing relates only to federal income taxation and is a general
summary of the federal tax law in effect as of the date of this Statement of
Additional Information.
PERFORMANCE COMPARISONS
Advertisements and other sales literature for the Funds may refer to
"yield," "average annual total return," "cumulative total return" and "current
distribution rate." These amounts are calculated as described below. No
performance information is provided for the Funds because none of the Funds had
commenced operations as of the date of this Statement of Additional Information.
YIELD
Yield is computed by dividing the net investment income per share deemed
earned during the computation period by the maximum offering price per share on
the last day of the period, according to the following formula:
6
SEC YIELD = 2(((a-b) + 1) -1)
---
cd
Where: a = dividends and interest earned during the period;
b = expenses accrued for the period (net of reimbursements);
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends; and
d = the maximum offering price per share on the last day of
the period.
AVERAGE ANNUAL TOTAL RETURN
Average annual total return is computed by finding the average annual
compounded rates of return over the periods indicated in the advertisement that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:
n
P(1+T) = ERV
Where: P = a hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years; and
ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of
such period.
This calculation deducts the maximum sales charge from the initial hypothetical
$1,000 investment, assumes all dividends and capital gain distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged as expenses to all shareholder accounts.
CUMULATIVE TOTAL RETURN
Cumulative total return is computed by finding the cumulative compounded
rate of return over the period indicated in the advertisement that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
CTR = ERV - P
------- 100
P
Where: CTR = Cumulative total return;
ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of
such period; and
P = initial payment of $1,000.
This calculation deducts the maximum sales charge from the initial hypothetical
$1,000 investment, assumes all dividends and capital gain distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged as expenses to all shareholder accounts.
DISTRIBUTION RATE
A Fund's current distribution rate as of a specified date is calculated by
determining the amount of distributions that would have been paid over the
twelve-month period ending on such date to the holder of one hypothetical Fund
share purchased at the beginning of such period, and dividing such amount by the
current offering price per share.
PERFORMANCE COMPARISONS
Comparative performance information may be used from time to time in
advertising each Fund's shares, including data from Lipper Analytical Services,
Inc., Morningstar, Inc. and other entities or organizations which track the
performance of investment companies. Each Fund's performance also may be
compared to the performance of its Comparison Index, if any, as described in the
Prospectus, and to the performance of the following additional unmanaged
indices: Unmanaged indices generally do not
reflect deductions for administrative and management costs and expenses.
REDEMPTIONS
Redemption of shares, or payment, may be suspended at times (a) when the
New York Stock Exchange is closed for other than customary weekend or holiday
closings, (b) when trading on said Exchange is restricted, (c) when an emergency
exists, as a result of which disposal by the Funds of securities owned by them
is not reasonably practicable, or it is not reasonably practicable for the Funds
fairly to determine the value of their net assets, or (d) during any other
period when the Securities and Exchange Commission, by order, so permits,
provided that applicable rules and regulations of the Securities and Exchange
Commission shall govern as to whether the conditions prescribed in (b) or (c)
exist.
A signature guarantee is required if a redemption: (1) exceeds $50,000
(unless it is being wired to a pre-authorized bank account, in which case a
guarantee is not required), (2) is to be paid to someone other than the
registered shareholder or (3) is to be mailed to an address other than the
address of record or wired to an account other than the pre-authorized bank or
brokerage account. On joint account redemptions, each signature must be
guaranteed. A signature guarantee may not be provided by a notary public. Please
contact the Underwriter for instructions as to what institutions constitute
eligible signature guarantors. The Underwriter may waive certain of these
redemption requirements at its own risk, but also reserves the right to require
signature guarantees on all redemptions, in contexts perceived by the
Underwriter to subject a Fund to an unusual degree of risk.
ADDITIONAL INFORMATION
COUNSEL; INDEPENDENT AUDITORS
Dorsey & Whitney P.L.L.P., 220 South Sixth Street, Minneapolis, Minnesota
55402, serves as general counsel for the Funds.
KPMG Peat Marwick LLP, 4200 Norwest Center, Minneapolis, Minnesota 55402,
serves as the Funds' independent auditors.
SHAREHOLDER MEETINGS
The Company is not required under Minnesota law or under the Company's
Articles of Incorporation to hold annual or periodically scheduled regular
meetings of shareholders. Regular and special shareholder meetings are held only
at such times and with such frequency as required by law. Minnesota law and the
Company's Articles of Incorporation provide for the Board of Directors to
convene shareholder meetings when it deems appropriate. Additionally, the 1940
Act requires shareholder votes for all amendments to fundamental investment
policies and restrictions and for all investment advisory contracts and
amendments thereto.
LIMITATION OF DIRECTOR LIABILITY
Under Minnesota law, each director of the Company owes certain fiduciary
duties to each Fund and to its shareholders. Minnesota law provides that a
director "shall discharge the duties of the position of director in good faith,
in a manner the director reasonably believes to be in the best interest of the
corporation, and with the care an ordinarily prudent person in a like position
would exercise under similar circumstances." Fiduciary duties of a director of a
Minnesota corporation include, therefore, both a duty of "loyalty" (to act in
good faith and act in a manner reasonably believed to be in the best interests
of the corporation) and a duty of "care" (to act with the care an ordinarily
prudent person in a like position would exercise under similar circumstances).
Minnesota corporations are authorized to eliminate or limit the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of the fiduciary duty of "care". Minnesota law does not,
however, permit a corporation to eliminate or limit the liability of directors
(i) for any breach of the directors' duty of "loyalty" to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for authorizing a
dividend, stock repurchase or redemption or other distribution in violation of
Minnesota law or for violation of certain provisions of Minnesota securities
law, or (iv) for any transaction from which the directors derived an improper
personal benefit. The Articles of Incorporation of each of the Funds limits the
liability of such Funds' directors to the fullest extent permitted by Minnesota
statutes, except to the extent that such liability cannot be limited as provided
in the 1940 Act (which Act prohibits any provisions which purport to limit the
liability of directors arising from such directors' willful misfeasance, bath
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of their role as directors).
Minnesota law does not eliminate the duty of "care" imposed upon a
director. It only authorizes a corporation to eliminate monetary liability for
violations of that duty. Minnesota law, further, does not permit elimination or
limitation of liability of "officers" to the corporation for breach of their
duties as officers). Minnesota law does not permit elimination or limitation of
the availability of equitable relief, such as injunctive or rescissionary
relief. Further, Minnesota law does not permit elimination or limitation of a
director's liability under the 1933 Act or the Securities Exchange Act of 1934,
and it is uncertain whether and to what extent the elimination of monetary
liability would extend to violations of duties imposed on directors by the 1940
Act and the rules and regulations adopted thereunder.
ORGANIZATION AND CAPITALIZATION OF THE FUNDS
The Company's (and, therefore, each Fund's) fiscal year ends on June 30 of
each year.
As described in the text of the Prospectus following the caption "General
Information," shares of the Funds are entitled to one vote per share (with
proportional voting for fractional shares) on such matters as shareholders are
entitled to vote. There will normally be no meetings of shareholders for the
purpose of electing directors, except insofar as elections are required under
the 1940 Act in the event that (i) less than a majority of the directors have
been elected by shareholders, or (ii) if, as a result of a vacancy, less than
two-thirds of the directors have been elected by the shareholders, the vacancy
will be filled only by a vote of the shareholders. In addition, the directors
may be removed from office by a written consent signed by the holders of
two-thirds of the outstanding shares of the Funds and filed with the Funds'
custodian or by a vote of the holders of two-thirds of the outstanding shares of
the Funds at a meeting duly called for the purpose, which meeting shall be held
upon the written request of the holders of not less than 10% of the outstanding
shares. Upon written request by ten or more shareholders, who have been such for
at least six months, and who in the aggregate hold shares having a net asset
value of at least $25,000 or constituting 1% of the outstanding shares, stating
that such shareholders wish to communicate with the other shareholders for the
purpose of obtaining the signatures necessary to demand a meeting to consider
removal of a director, the Funds have undertaken to provide a list of
shareholders or to disseminate appropriate materials (at the expense of the
requesting shareholders). Except as set forth above, each director shall
continue to hold office and may appoint a successor.
The shares of the Funds constitute separate series of the parent entity
Voyageur Mutual Funds, Inc. a Minnesota corporation. All shares of each series
are non assessable and fully transferable when issued and paid for in accordance
with the terms thereof and possess no cumulative voting, preemptive or
conversion rights. The Fund's Board is empowered to issue other series of common
stock or common shares of beneficial interest without shareholder approval.
Each share of a series has one vote irrespective of the relative net asset
value of the shares. On some issues, such as the election of Board members, all
shares of the corporation vote together as one series of such corporation. On an
issue affecting only a particular series, the shares of the affected series vote
as a separate series. One such example would be a fundamental investment
restriction pertaining to only one series. Another example is the voting on the
Investment Advisory Agreements. Approval by the shareholders of a particular
series is necessary to make such agreement effective as to that series.
The assets received by the corporation for the issue or sale of shares of
each series, and all income, earnings, profits and proceeds thereof, subject
only to the rights of creditors, are allocated to such series and constitute the
underlying assets of such series. The underlying assets of each series are
required to be segregated on the books of account, and are to be charged with
the expenses in respect to such series and with a share of the general expenses
of the corporation or trust. Any general expenses of the corporation not readily
identifiable as belonging to a particular series shall be allocated among the
series, based upon the relative net assets of the series at the time such
expenses were accrued.
PART C
VOYAGEUR FUNDS, INC.
Voyageur Financial Institutions Short Duration Portfolio
Voyageur Financial Institutions Intermediate Duration Portfolio
Voyageur Financial Institutions Core Portfolio
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements --- Not applicable.
(b) EXHIBITS:
1.1 Amended and Restated Articles of Incorporation, dated November
22, filed as an Exhibit to Post-Effective Amendment No. 17 to
Form N-1A on October 31, 1995, File Nos. 33-16270 and 811-5267,
and incorporated herein by reference.
1.2 Certification of Designation of Series B, C and D, to be filed by
amendment.
1.3 Articles of Correction, dated July 27, 1994, to the Amended and
Restated Articles of Incorporation, filed as an Exhibit to
Post-Effective Amendment No. 17 to Form N-1A on October 31, 1995,
File Nos. 33-16270 and 811-5267, and incorporated herein by
reference.
2 Bylaws, as amended October 24, 1995, filed as an exhibit hereto.
3 Not applicable.
4 Specimen copy of share certificate, filed as an Exhibit hereto.
5.1 Investment Advisory Agreement with Marquette, to be filed by
amendment.
5.2 Investment Advisory Agreement with Cadre, to be filed by
amendment.
5.3 Investment Sub-Advisory Agreement with Voyageur Funds Managers,
Inc., to be filed by amendment.
6 Distribution Agreement, to be filed by amendment.
7 Not applicable
8 Custodian Agreement, to be filed by amendment.
9.1 Administrative Services Agreement, filed as an Exhibit hereto.
9.2 Service Plan, to be filed by amendment.
10 Opinion and Consent of Dorsey & Whitney, with respect to Series
B, C and D, to be filed by amendment
11 Not applicable
12 Not applicable
13 Letter of Investment Intent, filed as an Exhibit to Pre-Effective
Amendment No. 1 to Form N-1A on October 16, 1987, Files Nos.
33-16270 and 811-5267, and incorporated herein by reference.
14 Not applicable.
15 Plan of Distribution. Not applicable.
16 Not applicable.
17.1 Power of Attorney, filed as an Exhibit to Post-Effective
Amendment No. 17 to Form N-1A on October 31, 1995, File Nos.
33-16270 and 811-5267, and incorporated herein by reference.
17.2 Financial Data Schedule to be filed electronically as Exhibit 27
pursuant to Rule 401 of Regulation S-T. Not applicable.
18 Not Applicable
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Voyageur serves as investment manager to the following closed-end and
open-end management investment companies:
CLOSED-END INVESTMENT COMPANIES
Voyageur Arizona Municipal Income Fund, Inc.
Voyageur Colorado Insured Municipal Income Fund, Inc.
Voyageur Florida Insured Municipal Income Fund
Voyageur Minnesota Municipal Income Fund, Inc.
Voyageur Minnesota Municipal Income Fund II, Inc.
Voyageur Minnesota Municipal Income Fund III, Inc.
OPEN-END INVESTMENT COMPANIES AND SERIES THEREOF
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund
VOYAGEUR FINANCIAL INSTITUTIONS SHORT DURATION PORTFOLIO
VOYAGEUR FINANCIAL INSTITUTIONS INTERMEDIATE DURATION
PORTFOLIO
VOYAGEUR FINANCIAL INSTITUTIONS CORE PORTFOLIO
Voyageur Insured Funds, Inc.
Voyageur Minnesota Insured Fund
Voyageur Arizona Insured Tax Free Fund
Voyageur National Insured Tax Free Fund
Voyageur Colorado Insured Tax Free Fund
Voyageur Intermediate Tax Free Funds, Inc.
Voyageur Minnesota Limited Term Tax Free Fund
Voyageur National Limited Term Tax Free Fund
Voyageur Arizona Limited Term Tax Free Fund
Voyageur Colorado Limited Term Tax Free Fund
Voyageur California Limited Term Tax Free Fund
Voyageur Investment Trust
Voyageur Florida Insured Tax Free Fund
Voyageur California Insured Tax Free Fund
Voyageur Kansas Tax Free Fund
Voyageur Missouri Insured Tax Free Fund
Voyageur New Mexico Tax Free Fund
Voyageur Oregon Insured Tax Free Fund
Voyageur Utah Tax Free Fund
Voyageur Washington Insured Tax Free Fund
Voyageur Florida Tax Free Fund
Voyageur Investment Trust II
Voyageur Florida Limited Term Tax Free Fund
Voyageur Tax Free Funds, Inc.
Voyageur Minnesota Tax Free Fund
Voyageur North Dakota Tax Free Fund
Voyageur Mutual Funds, Inc.
Voyageur Iowa Tax Free Fund
Voyageur Wisconsin Tax Free Fund
Voyageur Idaho Tax Free Fund
Voyageur Arizona Tax Free Fund
Voyageur California Tax Free Fund
Voyageur National Tax Free Fund
Voyageur Mutual Funds II, Inc.
Voyageur Colorado Tax Free Fund
Voyageur Mutual Funds III , Inc.
Voyageur Growth Stock Fund
Voyageur International Equity Fund
Voyageur Aggressive Growth Fund
Voyageur Growth and Income Fund
VAM Institutional Funds, Inc.
VAM Global Fixed Income Fund
VAM Short Duration Government Agency Fund
VAM Intermediate Duration Government Agency Fund
VAM Government Mortgage Fund
VAM Short Duration Total Return Fund
VAM Intermediate Duration Total Return Fund
VAM Intermediate Duration Municipal Fund
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
No information is presented for the Funds because they have not yet
commenced operations.
ITEM 27. INDEMNIFICATION
The Registrant's Articles of Incorporation and Bylaws provide that the
Registrant shall indemnify such persons, for such expenses and liabilities, in
such manner, under such circumstances, and to such extent as permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended;
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereinafter amended, and any rules, regulations or releases promulgated
thereunder.
The Registrant may indemnify its officers and directors and other "persons"
acting in an "official capacity" (as such terms are defined in Section 302A.521)
pursuant to a determination by the board of directors or shareholders of the
Registrant as set forth in Section 302A.521, by special legal counsel selected
by the board or a committee thereof for the purpose of making such a
determination, or by a Minnesota court upon application of the person seeking
indemnification. If a director is seeking indemnification for conduct in the
capacity of director or officer of the Registrant, then such director generally
may not be counted for the purpose of determining either the presence of a
quorum or such director's eligibility to be indemnified.
In any case, indemnification is proper only if the eligibility determining
body decides that the person seeking indemnification has (a) not received
indemnification for the same conduct from any other party or organization; (b)
acted in good faith; (C) received no improper personal benefit; (d) in the case
of criminal proceedings, had no reasonable cause to believe the conduct was
unlawful; (e) reasonably believed that the conduct was in the best interest of
the Registrant, or in certain contexts, was not opposed to the best interest of
the Registrant; and (f) had not otherwise engaged in conduct which precludes
indemnification under either Minnesota or Federal law (including, but not
limited to, conduct constituting willful misfeasance, bad faith, gross
negligence, or reckless disregard of duties as set forth in Section 17(h) and
(I) of the Investment Company Act of 1940).
If a person is made or threatened to be made a party to a proceeding, the
person is entitled, upon written request to the Registrant, to payment or
reimbursement by the Registrant of reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in advance of the final
disposition of the proceeding, (a) upon receipt by the Registrant of a written
affirmation by the person of a good faith belief that the criteria for
indemnification set forth in Section 302A.521 have been satisfied and a written
undertaking by the person to repay all amounts so paid or reimbursed by the
Registrant, if it is ultimately determined that the criteria for indemnification
have not been satisfied, and (b) after a determination that the facts then known
to those making the determination would not preclude indemnification under
Section 302A.521. The written undertaking required by clause (a) is an unlimited
general obligation of the person making it, but need not be secured and shall be
accepted without reference to financial ability to make the repayment.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless, in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Registrant undertakes to comply with the indemnification requirements
of Investment Company Release 7221 (June 9, 1972) and Investment Company Release
11330 (September 2, 1980).
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The name and principal occupation(s) during the past two fiscal years of
each director and executive officer of Marquette Trust Company, Adviser to
Voyageur Financial Institution Intermediate Duration Portfolio and Voyageur
Financial Institution Core Portfolio, are set forth below. The business address
of each is 13100 Wayzata Boulevard, Suite 100, Minneapolis, Minnesota 55480.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH ADVISER PRINCIPAL OCCUPATION(S)
- ---------------- --------------------- -----------------------
<S> <C> <C>
Albert J. Colianni, Jr. Director Chairman and Chief Executive Officer of
Marquette Bank, N.A. since January, 1995;
Executive Vice President and Chief Operating
Officer of Marquette Bancshares, Inc. Since
January 1993.
Robert B. Bean Senior Vice President Senior Vice President for Institutional Trust
Services of Marquette Trust
Company since January 1, 1995;
previously Senior Vice President for
Institution Trust Services of
Marquette Bank Rochester from
January 1, 1994 to December 31, 1994.
Craig W. Huntley President and President and Chairman of the Board
Chairman of the Board of Marquette Trust Company since
April 1, 1994; previously Senior Vice
President Sales and Marketing
Commerce Bank of Kansas City
from February 1990 to April 1994.
James R. Bullard Director President of Marquette Bank N.A.,
Hutchinson office since January 1,
1995; previously President of Marquette
Bank, Hutchinson from January 1, 1988
to January 1, 1995.
Jai L. Kim Director Vice President and Corporate Counsel Marquette
a/k/a Jay L. Kim Bancshares, Inc. since August, 1993.
</TABLE>
The name and principal occupation(s) during the past two fiscal years of
each director and executive officer of Cadre, Adviser to Voyageur Financial
Institution Short Duration Portfolio, are set forth below. The business address
of each is 905 Marconi Avenue, Ronkonkoma, New York 11779.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH ADVISER PRINCIPAL OCCUPATION(S)
- ---------------- --------------------- -----------------------
<S> <C> <C>
William T. Sullivan, Jr. Chairman of the Board Director and Chairman of the Board
of Cadre Securities, Inc. since 1986.
Francis X. Sullivan Director and President Director of Cadre Securities, Inc.
since 1986.
Joan M. Restivo Director and Executive Director of Cadre Securities, Inc.
Vice President since 1986.
Dr. Richard I. Bauer Director and Executive Director and President of Cadre
Vice President Securities, Inc. since 1986 and 1984
respectively.
Eileen M. McElroy Senior Vice President None
Beth A. Smith Director and Senior Vice Director and Senior Vice President
President of Cadre Securities Inc. since 1995
and 1993, respectively.
Ralph T. Cianchetti Vice President None
George J. Dittenhoefter Vice President None
William M. Sullivan Vice President None
Timothy P. Sullivan Vice President None
D. Joon Yoo Vice President Vice President of Cadre Consulting
Services, Inc. since 1994; previously,
Portfolio Manager for Aetna Life and
Casualty from 1981 to 1994.
</TABLE>
The name and principal occupations(s) during the past two fiscal years of
each director and executive officer of the Sub-Adviser, Voyageur Fund Managers,
Inc., to Voyageur Financial Institution Intermediate Duration Portfolio and
Voyageur Financial Institution Core Portfolio, are set forth below. The business
address of each is 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota
55402.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH ADVISER PRINCIPAL OCCUPATION(S)
- ---------------- --------------------- -----------------------
<S> <C> <C>
Michael E. Dougherty Chairman Chairman of the Board, President and Chief
Executive Officer of Dougherty Financial
Group, Inc. ("DFG") and Chairman of
Voyageur, the Underwriter and Dougherty
Dawkins, Inc.
John G. Taft President and Director See biographical information in Part B of the
Registration Statement.
Jane M. Wyatt Director and Chief See biographical information in Part B of the
Investment Officer Registration Statement.
Edward J. Kohler Director and Executive Director and Executive Vice President of the Adviser
Vice President and Director of the Underwriter since 1995;
previously, President and Director of Piper Capital
Management Incorporated from 1985 to 1995.
Frank C. Tonnemaker Director and Executive Director of Voyageur and the Underwriter
Vice President since 1993; Executive Vice President of
Voyageur since 1994; Vice President of
Voyageur from 1990 to 1994.
Thomas J. Abood General Counsel See biographical information in Part B of the
Registration Statement.
Kenneth R. Larsen Treasurer See biographical information in Part B of the
Registration Statement.
Steven B. Johansen Secretary and Chief Secretary of DFG, the Underwriter and
Financial Officer Dougherty Dawkins, Incorporated ("DDI");
Chief Financial Officer of DFG, the
Underwriter and DDI since 1995; previously,
Treasurer of DFG and DDI from 1990 to 1995
</TABLE>
Information on the business of Registrant's Adviser is contained in the
section of the Prospectus entitled "Management" and in the section of the
Statement of Additional Information entitled "The Investment Adviser,
Sub-Adviser and Underwriter" filed as part of this Registration Statement.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Voyageur Fund Distributors, Inc., the underwriter of the Registrant's
shares, is principal underwriter for the shares of Voyageur Tax Free 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. and VAM
Institutional Funds, Inc., affiliated open-end management investment companies.
(b) The directors of the Underwriter are the same as the directors of the
Adviser as set forth above in Item 28. The executive officers of the Underwriter
and the positions of these individuals with respect to the Registrant are:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ---- --------------------- -----------------------
<S> <C> <C>
Michael E. Dougherty Chairman None
Frank C. Tonnemaker President and Director None
Steven B. Johansen Secretary & CFO None
Kenneth R. Larsen Treasurer Treasurer
Thomas J. Abood General Counsel Secretary
Jane M. Wyatt Executive Vice President Executive Vice President
John G. Taft Executive Vice President President
</TABLE>
The address of each of the executive officers is 90 South Seventh Street, Suite
4400, Minneapolis, Minnesota 55402.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The custodian for Registrant is Marquette Trust Company, 13100 Wayzata
Boulevard, Suite 100 , Minneapolis, Minnesota 55408. The dividend disbursing,
administrative and accounting services agent of Registrant is Voyageur Fund
Managers, Inc. The address of Voyageur Fund Managers, Inc. and the Registrant is
90 South Seventh Street, Suite 4400, Minneapolis, Minnesota 55402.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) The Registrant undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six months from
the commencement of operations of each respective series.
(c) Each recipient of a prospectus of any series of the Registrant may
request the latest Annual Report of such series, and such Annual Report will be
furnished by the Registrant without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis and State of Minnesota on the 2nd
day of January, 1996.
VOYAGEUR FUNDS, INC.
By /s/ John G. Taft
--------------------------
John G. Taft, President
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/John G. Taft
- ------------------------------ President (Principal January 2, 1996
John G. Taft Executive Officer)
/s/Kenneth R. Larsen
- ------------------------------ Treasurer (Principal Financial January 2, 1996
Kenneth R. Larsen and Accounting Officer)
James W. Nelson* Director
Clarence G. Frame* Director
Robert J. Odegard* Director
Richard F. McNamara* Director
Thomas F. Madison* Director
*/s/ Thomas J. Abood Attorney-in-Fact January 2, 1996
------------------------------
Thomas J. Abood
(Pursuant to Powers of Attorney dated January 24, 1995)
</TABLE>
BYLAWS
OF
VOYAGEUR FUNDS, INC.
(AS AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 24, 1995)
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. NAME. The name of the corporation is "Voyageur Funds, Inc."
The name of the series represented by the corporation's Series A Common Shares
is "Voyageur U.S. Government Securities Fund." The name of the series
represented by the corporation's Series B Common Shares is "Voyageur Financial
Institutions Short Duration Portfolio." The name of the series represented by
the corporation's Series C Common Shares is "Voyageur Financial Institutions
Intermediate Duration Portfolio." The name of the series represented by the
corporation's Series D Common Shares is "Voyageur Financial Institutions Core
Portfolio."
Section 1.02. REGISTERED OFFICE. The registered office of the corporation
in Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or resolution of the
directors filed with the Secretary of State of Minnesota changing the registered
office.
Section 1.03. OTHER OFFICES. The corporation may have such other offices,
within or without the State of Minnesota, as the directors shall, from time to
time, determine.
Section 1.04. NO CORPORATE SEAL. The corporation shall have no corporate
seal.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. PLACE AND TIME OF MEETING. Except as provided otherwise by
Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at any
place, within or without the State of Minnesota, designated by the directors
and, in the absence of such designation, shall be held at the registered office
of the corporation in the State of Minnesota. The directors shall designate the
time of day for each meeting and, in the absence of such designation, every
meeting of shareholders shall be held at ten o'clock a.m.
Section 2.02. REGULAR MEETINGS. The corporation shall not be required to
hold annual meetings of shareholders. Regular meetings shall be held only with
such frequency and at such times and places as provided in and required by
Minnesota Statutes Section 302A.431.
Section 2.03. SPECIAL MEETINGS. Special meetings of the shareholders may be
held at any time and for any purpose and may be called by the Chairman of the
Board, the President, any two directors, or by one or more shareholders holding
ten percent (10%) or more of the shares entitled to vote on the matters to be
presented to the meeting.
Section 2.04. QUORUM, ADJOURNED MEETINGS. The holders of a majority of the
shares outstanding and entitled to vote shall constitute a quorum for the
transaction of business at any regular or special meeting. In case a quorum
shall not be present at a meeting, those present in person or by proxy shall
adjourn the meeting to such day as they shall, by majority vote, agree upon
without further notice other than by announcement at the meeting at which such
adjournment is taken. If a quorum is present, a meeting may be adjourned from
time to time without notice other than announcement at the meeting. At adjourned
meetings at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally noticed. If a quorum is
present, the shareholders may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 2.05. VOTING. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the Articles of Incorporation provide
otherwise, shall have one vote for each share having voting power registered in
such shareholder's name on the books of the corporation. Except as otherwise
specifically provided by these Bylaws or as required by provisions of the
Investment Company Act of 1940 or other applicable laws, all questions shall be
decided by a majority vote of the number of shares entitled to vote and
represented at the meeting at the time of the vote. If the matter(s) to be
presented at a regular or special meeting relates only to particular classes or
series of the corporation, then only the shareholders of such classes or series
are entitled to vote on such matter(s).
Section 2.06. VOTING - PROXIES. The right to vote by proxy shall exist only
if the instrument authorizing such proxy to act shall have been executed in
writing by the shareholder or by such shareholder's attorney thereunto duly
authorized in writing. No proxy shall be voted after eleven months from its date
unless it provides for a longer period.
Section 2.07. CLOSING OF BOOKS. The Board of Directors may fix a time, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of,
and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of, and to
vote at, any meeting of shareholders, the record date shall be the thirtieth
(30th) day preceding the date of such meeting.
Section 2.08. NOTICE OF MEETINGS. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at such shareholder's address as shown by the books of the
corporation, a notice setting out the date, time and place of each regular
meeting and each special meeting, except where the meeting is an adjourned
meeting and the date, time and place of the meeting were announced at the time
of adjournment, which notice shall be mailed within the period required by law.
Every notice of any special meeting shall state the purpose or purposes for
which the meeting has been called, pursuant to Section 2.03, and the business
transacted at all special meetings shall be confined to the purpose stated in
such notice.
Section 2.09. WAIVER OF NOTICE. Notice of any regular or special meeting
may be waived either before, at or after such meeting orally or in a writing
signed by each shareholder or representative thereof entitled to vote the shares
so represented. A shareholder by his or her attendance at any meeting of
shareholders, shall be deemed to have waived notice of such meeting, except
where the shareholder objects at the beginning of the meeting to the transaction
of business because the item may not lawfully be considered at that meeting and
does not participate at that meeting in the consideration of the item at that
meeting.
Section 2.10. WRITTEN ACTION. Any action which might be taken at a meeting
of the shareholders may be taken without a meeting if done in writing and signed
by all of the shareholders entitled to vote on that action. If the action to be
taken relates to particular classes or series of the corporation, then only
shareholders of such classes or series are entitled to vote on such action.
ARTICLE III
DIRECTORS
Section 3.01. NUMBER, QUALIFICATION AND TERM OF OFFICE. The number of
directors shall be established by resolution of the shareholders (subject to the
authority of the Board of Directors to increase or decrease the number of
directors as permitted by law). In the absence of such shareholder resolution,
the number of directors shall be the number last fixed by the shareholders, the
Board of Directors or the Articles of Incorporation. Directors need not be
shareholders. Each of the directors shall hold office until the regular meeting
of shareholders next held after his or her election and until his or her
successor shall have been elected and shall qualify, or until the earlier death,
resignation, removal or disqualification of such director.
Section 3.02. ELECTION OF DIRECTORS. Except as otherwise provided in
Sections 3.11 and 3.12 hereof, the directors shall be elected at the regular
shareholders' meeting. In the event that directors are not elected at a regular
shareholders' meeting, then directors may be elected at a special shareholders'
meeting, provided that the notice of such meeting shall contain mention of such
purpose. At each shareholders' meeting for the election of directors, the
directors shall be elected by a plurality of the votes validly cast at such
election. Each holder of shares of each class or series of stock of the
corporation shall be entitled to vote for directors and shall have equal voting
power for each share of each class or series of the corporation.
Section 3.03. GENERAL POWERS.
(a) Except as otherwise permitted by statute, the property, affairs and
business of the corporation shall be managed by the Board of Directors, which
may exercise all the powers of the corporation except those powers vested solely
in the shareholders of the corporation by statute, the Articles of Incorporation
or these Bylaws, as amended.
(b) All acts done by any meeting of the Directors or by any person acting
as a director, so long as his or her successor shall not have been duly elected
or appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the directors or such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly elected and
were or was qualified to be directors or a director of the corporation.
Section 3.04. POWER TO DECLARE DIVIDENDS.
(a) The Board of Directors, from time to time as they may deem advisable,
may declare and pay dividends in cash or other property of the corporation, out
of any source available for dividends, to the shareholders of each class or
series of stock of the corporation according to their respective rights and
interests in the investment portfolio of the corporation issuing such class or
series of stock.
(b) Notwithstanding the above provisions of this Section 3.04, the Board of
Directors may at any time declare and distribute pro rata among the shareholders
of each class or series of stock a "stock dividend" out of the authorized but
unissued shares of stock of each class or series, including any shares
previously purchased by a class or series of the corporation.
Section 3.05. BOARD MEETINGS. Meetings of the Board of Directors may be
held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.
Section 3.06. CALLING MEETINGS, NOTICE. A director may call a board meeting
by giving ten (10) days notice to all directors of the date, time and place of
the meeting; provided that if the day or date, time and place of a board meeting
have been announced at a previous meeting of the board, no notice is required.
Section 3.07. WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived by any director either before, at or after such meeting
orally or in a writing signed by such director. A director, by his or her
attendance and participation in the action taken at any meeting of the Board of
Directors, shall be deemed to have waived notice of such meeting, except where
the director objects at the beginning of the meeting to the transaction of
business because the item may not lawfully be considered at that meeting and
does not participate at that meeting in the consideration of the item at that
meeting.
Section 3.08. QUORUM. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting; provided however,
notwithstanding the above, if the Board of Directors is taking action pursuant
to the Investment Company Act of 1940, as now enacted or hereafter amended, a
majority of directors who are not "interested persons" (as defined by the
Investment Company Act of 1940, as now enacted or hereafter amended) of the
corporation shall constitute a quorum for taking such action.
Section 3.09. ADVANCE CONSENT OR OPPOSITION. A director may give advance
written consent or opposition to a proposal to be acted on at a meeting of the
Board of Directors. If such director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected. This procedure
shall not be used to act on any investment advisory agreement or plan of
distribution adopted under Rule 12b-1 of the Investment Company Act of 1940, as
amended.
Section 3.10. CONFERENCE COMMUNICATIONS. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.10 shall be deemed present in person at
the meeting, and the place of the meeting shall be the place of origination of
the conference communication. This procedure shall not be used to act on any
investment advisory agreement or plan of distribution adopted under Rule 12b-1
of the Investment Company Act of 1940, as amended.
Section 3.11. VACANCIES; NEWLY CREATED DIRECTORSHIPS. Vacancies in the
Board of Directors of this corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired term
by a majority of the remaining directors of the Board although less than a
quorum; newly created directorships resulting from an increase in the authorized
number of directors by action of the Board of Directors as permitted by Section
3.01 may be filled by a two-thirds (2/3) vote of the directors serving at the
time of such increase; and each person so elected shall be a director until his
or her successor is elected by the shareholders at their next regular or special
meeting; provided, however, that no vacancy can be filled as provided above if
prohibited by the provisions of the Investment Company Act of 1940.
Section 3.12. REMOVAL. The entire Board of Directors or an individual
director may be removed from office, with or without cause, by a vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors. In the event that the entire Board or any one or more directors be so
removed, new directors shall be elected at the same meeting, or the remaining
directors may, to the extent vacancies are not filled at such meeting, fill any
vacancy or vacancies created by such removal. A director named by the Board of
Directors to fill a vacancy may be removed from office at any time, with or
without cause, by the affirmative vote of the remaining directors if the
shareholders have not elected directors in the interim between the time of the
appointment to fill such vacancy and the time of the removal.
Section 3.13. COMMITTEES. A resolution approved by the affirmative vote of
a majority of the Board of Directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present. Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the Board of
Directors.
A majority of the members of the committee present at a meeting is a quorum
for the transaction of business, unless a larger or smaller proportion or number
is provided in a resolution approved by the affirmative vote of a majority of
the directors present.
Section 3.14. WRITTEN ACTION. Except as provided in the Investment Company
Act of 1940, as amended, any action which might be taken at a meeting of the
Board of Directors, or any duly constituted committee thereof, may be taken
without a meeting if done in writing and signed by that number of directors or
committee members that would be required to take the same action at a meeting of
the board or committee thereof at which all directors or committee members were
present; provided, however, that any action which also requires shareholder
approval may be taken by written action only if such writing is signed by all of
the directors or committee members entitled to vote on such matter .
Section 3.15. COMPENSATION. Directors who are not salaried officers of this
corporation or affiliated with its investment adviser shall receive such fixed
sum per meeting attended and/or such fixed annual sum as shall be determined,
from time to time, by resolution of the Board of Directors. All directors shall
receive their expenses, if any, of attendance at meetings of the Board of
Directors or any committee thereof. Nothing herein contained shall be construed
to preclude any director from serving this corporation in any other capacity and
receiving proper compensation therefor.
Section 3.16. RESIGNATION. A director may resign by giving written notice
to the corporation, and the resignation is effective without acceptance when
given, unless a later effective time is specified in the notice.
ARTICLE IV
OFFICERS
Section 4.01. NUMBER. The officers of the corporation shall consist of a
Chairman of the Board (if one is elected by the Board), the President, one or
more Vice Presidents (if desired by the Board), a Secretary, a Treasurer and
such other officers and agents as may, from time to time, be elected by the
Board of Directors. Any number of offices may be held by the same person.
Section 4.02. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board of
Directors shall elect, from within or without their number, the officers
referred to in Section 4.01 of these Bylaws, each of whom shall have the powers,
rights, duties, responsibilities and terms in office provided for in these
Bylaws or a resolution of the Board not inconsistent therewith. The President
and all other officers who may be directors shall continue to hold office until
the election and qualification of their successors, notwithstanding an earlier
termination of their directorship.
Section 4.03. RESIGNATION. Any officer may resign his or her office at any
time by delivering a written resignation to the corporation. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 4.04. REMOVAL AND VACANCIES. Any officer may be removed from office
by a majority of the Board of Directors with or without cause. Such removal,
however, shall be without prejudice to the contract rights of the person so
removed. If there be a vacancy among the officers of the corporation by reason
of death, resignation or otherwise, such vacancy shall be filled for the
unexpired term by the Board of Directors.
Section 4.05. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is
elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.
Section 4.06. PRESIDENT. The President shall have general active management
of the business of the corporation. In the absence of the Chairman of the Board,
the President shall preside at all meetings of the shareholders and directors.
The President shall be the chief executive officer of the corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. The President shall be ex officio a member of all standing committees.
The President may execute and deliver, in the name of the corporation, any
deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the corporation and, in general, shall perform all duties usually
incident to the office of the President. The President shall have such other
duties as may, from time to time, be prescribed by the Board of Directors.
Section 4.07. VICE PRESIDENT. Each Vice President shall have such powers
and shall perform such duties as may be specified in the Bylaws or prescribed by
the Board of Directors or by the President. In the event of absence or
disability of the President, Vice Presidents shall succeed to the President's
power and duties in the order designated by the Board of Directors.
Section 4.08. SECRETARY. The Secretary shall be secretary of, and shall
attend, all meetings of the shareholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the corporation. The
Secretary shall give proper notice of meetings of shareholders and directors.
The Secretary shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President.
Section 4.09. TREASURER. The Treasurer shall be the chief financial officer
and shall keep accurate accounts of all money of the corporation received or
disbursed. The Treasurer shall deposit all moneys, drafts and checks in the name
of, and to the credit of, the corporation in such banks and depositories as a
majority of the Board of Directors shall, from time to time, designate. The
Treasurer shall have power to endorse, for deposit, all notes, checks and drafts
received by the corporation. The Treasurer shall disburse the funds of the
corporation, as ordered by the Board of Directors, making proper vouchers
therefor. The Treasurer shall render to the President and the directors,
whenever required, an account of all his or her transactions as Treasurer and of
the financial condition of the corporation, and shall perform such other duties
as may, from time to time, be prescribed by the Board of Directors or by the
President.
Section 4.10. ASSISTANT SECRETARIES. At the request of the Secretary, or in
the Secretary's absence or disability, any Assistant Secretary shall have power
to perform all the duties of the Secretary, and, when so acting, shall have all
the powers of, and be subject to all restrictions upon, the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or the President.
Section 4.11. ASSISTANT TREASURERS. At the request of the Treasurer, or in
the Treasurer's absence or disability, any Assistant Treasurer shall have power
to perform all the duties of the Treasurer, and when so acting, shall have all
the powers of, and be subject to all the restrictions upon, the Treasurer. The
Assistant Treasurers shall perform such other duties as from time to time may be
assigned to them by the Board of Directors or the President.
Section 4.12. COMPENSATION. The officers of this corporation shall receive
such compensation for their services as may be determined, from time to time, by
resolution of the Board of Directors.
Section 4.13. SURETY BONDS. The Board of Directors may require any
officer or agent of the corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940 and the
rules and regulations of the Securities and Exchange Commission) to the
corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his or her
duties to the corporation, including responsibility for negligence and for the
accounting of any of the corporation's property, funds or securities that may
come into his or her hands. In any such case, a new bond of like character shall
be given at least every six years, so that the dates of the new bond shall not
be more than six years subsequent to the date of the bond immediately preceding.
ARTICLE V
SHARES AND THEIR TRANSFER AND REDEMPTION
Section 5.01. Certificates for Shares.
(a) The corporation may have certificated or uncertificated shares, or
both, as designated by resolution of the Board of Directors. Every owner of
certificated shares of the corporation shall be entitled to a certificate,
to be in such form as shall be prescribed by the Board of Directors,
certifying the number of shares of the corporation owned by him or her.
Within a reasonable time after the issuance or transfer of uncertificated
shares, the corporation shall send to the new shareholder the information
required to be stated on certificates. Certificated shares shall be
numbered in the order in which they shall be issued and shall be signed, in
the name of the corporation, by the President or a Vice President and by
the Treasurer or Secretary or by such officers as the Board of Directors
may designate. Such signatures may be by facsimile if authorized by the
Board of Directors. Every certificate surrendered to the corporation for
exchange or transfer shall be cancelled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases
provided for in Section 5.08.
(b) In case any officer, transfer agent or registrar who shall have
signed any such certificate, or whose facsimile signature has been placed
thereon, shall cease to be such an officer (because of death, resignation
or otherwise) before such certificate is issued, such certificate may be
issued and delivered by the corporation with the same effect as if he or
she were such officer, transfer agent or registrar at the date of issue.
Section 5.02. ISSUANCE OF SHARES. The Board of Directors is authorized to
cause to be issued shares of the corporation up to the full amount authorized by
the Articles of Incorporation in such classes or series and in such amounts as
may be determined by the Board of Directors and as may be permitted by law. No
shares shall be allotted except in consideration of cash or other property,
tangible or intangible, received or to be received by the corporation under a
written agreement, of services rendered or to be rendered to the corporation
under a written agreement, or of an amount transferred from surplus to stated
capital upon a share dividend. At the time of such allotment of shares, the
Board of Directors making such allotments shall state, by resolution, their
determination of the fair value to the corporation in monetary terms of any
consideration other than cash for which shares are allotted. No shares of stock
issued by the corporation shall be issued, sold or exchanged by or on behalf of
the corporation for any amount less than the net asset value per share of the
shares outstanding as determined pursuant to Article X hereunder.
Section 5.03. REDEMPTION OF SHARES. Upon the demand of any shareholder,
this corporation shall redeem any share of stock issued by it held and owned by
such shareholder at the net asset value thereof as determined pursuant to
Article X hereunder. The Board of Directors may suspend the right of redemption
or postpone the date of payment during any period as may be permitted by law.
If following a redemption request by any shareholder of this corporation,
the value of such shareholder's interest in the corporation falls below the
required minimum investment, as may be set from time to time by the Board of
Directors, the corporation's officers are authorized, in their discretion and on
behalf of the corporation, to redeem such shareholder's entire interest and
remit such amount, provided that such a redemption will only be effected by the
corporation following: (a) a redemption by a shareholder, which causes the value
of such shareholder's interest in the corporation to fall below the required
minimum investment; (b) the mailing by the corporation to such shareholder of a
"notice of intention to redeem"; and (c) the passage of at least sixty (60) days
from the date of such mailing, during which time the shareholder will have the
opportunity to make an additional investment in the corporation to increase the
value of such shareholder's account to at least the required minimum investment.
Section 5.04. TRANSFER OF SHARES. Transfer of shares on the books of the
corporation may be authorized only by the shareholder, or the shareholder's
legal representative, or the shareholder's duly authorized attorney-in-fact, and
upon the surrender of the certificate or the certificates for such shares or a
duly executed assignment covering shares held in unissued form. The corporation
may treat, as the absolute owner of shares of the corporation, the person or
persons in whose name shares are registered on the books of the corporation.
Section 5.05. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by the laws of Minnesota.
Section 5.06. TRANSFER OF AGENTS AND REGISTRARS. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless so
countersigned. If the same person shall be both transfer agent and registrar,
only one countersignature by such person shall be required.
Section 5.07. TRANSFER REGULATIONS. The shares of stock of the corporation
may be freely transferred, and the Board of Directors may from time to time
adopt rules and regulations with reference to the method of transfer of shares
of stock of the corporation.
Section 5.08. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
holder of any stock of the corporation shall immediately notify the corporation
of any loss, theft, destruction or mutilation of any certificate therefor, and
the Board of Directors may, in its discretion, cause to be issued to such holder
a new certificate or certificates of stock, upon the surrender of the mutilated
certificate or in case of loss, theft or destruction of the certificate upon
satisfactory proof of such loss, theft, or destruction. A new certificate or
certificates of stock will be issued to the owner of the lost, stolen or
destroyed certificate only after such owner, or his or her legal
representatives, gives to the corporation and to such registrar or transfer
agent as may be authorized or required to countersign such new certificate or
certificates a bond, in such sum as they may direct, and with such surety or
sureties, as they may direct, as indemnity against any claim that may be made
against them or any of them on account of or in connection with the alleged
loss, theft, or destruction of any such certificate.
ARTICLE VI
DIVIDENDS
Section 6.01. The net investment income of each class or series of the
corporation will be determined, and its dividends shall be declared and made
payable at such time(s) as the Board of Directors shall determine. Dividends
shall be payable to shareholders of record as of the date of declaration.
It shall be the policy of each series of the corporation to qualify for and
elect the tax treatment applicable to regulated investment companies under the
Internal Revenue Code, so that such series will not be subjected to federal
income tax on such part of its income or capital gains as it distributes to
shareholders.
ARTICLE VII
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
Section 7.01. SHARE REGISTER. The Board of Directors of the corporation
shall cause to be kept at its principal executive office, or at another place or
places within the United States determined by the board:
(1) a share register not more than one year old, containing the names
and addresses of the shareholders and the number and classes or
series of shares held by each shareholder; and
(2) a record of the dates on which transaction statements
representing shares were issued.
Section 7.02. OTHER BOOKS AND RECORDS. The Board of Directors shall cause
to be kept at its principal executive office, or, if its principal executive
office is not in Minnesota, shall make available at its registered office within
ten days after receipt by an officer of the corporation of a written demand for
them made by a shareholder or other person authorized by Minnesota Statutes
Section 302A.461, originals or copies of:
(1) records of all proceedings of shareholders for the last three
years;
(2) records of all proceedings of the Board of Directors for the last
three years;
(3) its articles and all amendments currently in effect;
(4) its bylaws and all amendments currently in effect;
(5) financial statements required by Minnesota Statutes Section
302A.463 and the financial statement for the most recent interim
period prepared in the course of the operation of the corporation
for distribution to the shareholders or to a governmental agency
as a matter of public record;
(6) reports made to shareholders generally within the last three
years;
(7) a statement of the names and usual business addresses of its
directors and principal officers;
(8) any shareholder voting or control agreements of which the
corporation is aware; and
(9) such other records and books of account as shall be necessary and
appropriate to the conduct of the corporate business.
Section 7.03. AUDIT; ACCOUNTANT.
(a) The Board of Directors shall cause the records and books of account of
the corporation to be audited at least once in each fiscal year and at such
other times as it may deem necessary or appropriate.
(b) The corporation shall employ an independent public accountant or firm
of independent public accountants to examine the accounts of the corporation and
to sign and certify financial statements filed by the corporation.
Section 7.04. FISCAL YEAR. The fiscal year of the corporation shall be
determined by the Board of Directors.
ARTICLE VIII
INDEMNIFICATION OF CERTAIN PERSONS
Section 8.01. The corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended, provided, however, that no such indemnification
may be made if it would be in violation of Section 17(h) of the Investment
Company Act of 1940, as now enacted or hereinafter amended.
ARTICLE IX
VOTING OF STOCK HELD
Section 9.01. Unless otherwise provided by resolution of the Board of
Directors, the President, any Vice President, the Secretary or the Treasurer,
may from time to time appoint an attorney or attorneys or agent or agents of the
corporation, in the name and on behalf of the corporation, to cast the votes
which the corporation may be entitled to cast as a stockholder or otherwise in
any other corporation or association, any of whose stock or securities may be
held by the corporation, at meetings of the holders of the stock or other
securities of any such other corporation or association, or to consent in
writing to any action by any such other corporation or association, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed on behalf
of the corporation, such written proxies, consents, waivers or other instruments
as it may deem necessary or proper; or any of such officers may themselves
attend any meeting of the holders of stock or other securities of any such
corporation or association and thereat vote or exercise any or all other rights
of the corporation as the holder of such stock or other securities of such other
corporation or association, or consent in writing to any action by any such
other corporation or association.
ARTICLE X
VALUATION OF NET ASSET VALUE
10.01. The net asset value per share of each class or series of stock of
the corporation shall be determined in good faith by or under supervision of the
officers of the corporation as authorized by the Board of Directors as often and
on such days and at such time(s) as the Board of Directors shall determine, or
as otherwise may be required by law, rule, regulation or order of the Securities
and Exchange Commission.
ARTICLE XI
CUSTODY OF ASSETS
Section 11.01. All securities and cash owned by this corporation shall, as
hereinafter provided, be held by or deposited with a bank or trust company
having (according to its last published report) not less than Two Million
Dollars ($2,000,000) aggregate capital, surplus and undivided profits (the
"Custodian").
This corporation shall enter into a written contract with the custodian
regarding the powers, duties and compensation of the Custodian with respect to
the cash and securities of this corporation held by the Custodian. Said contract
and all amendments thereto shall be approved by the Board of Directors of this
corporation. In the event of the Custodian's resignation or termination, the
corporation shall use its best efforts promptly to obtain a successor Custodian
and shall require that the cash and securities owned by this corporation held by
the Custodian be delivered directly to such successor Custodian.
ARTICLE XII
AMENDMENTS
Section 12.01. These Bylaws may be amended or altered by a vote of the
majority of the Board of Directors at any meeting provided that notice of such
proposed amendment shall have been given in the notice given to the directors of
such meeting. Such authority in the Board of Directors is subject to the power
of the shareholders to change or repeal such bylaws by a majority vote of the
shareholders present or represented at any regular or special meeting of
shareholders called for such purpose, and the Board of Directors shall not make
or alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies in the Board of
Directors, or fixing the number of directors or their classifications,
qualifications or terms of office, except that the Board of Directors may adopt
or amend any Bylaw to increase or decrease their number.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. INTERPRETATION. When the context in which words are used in
these Bylaws indicates that such is the intent, singular words will include the
plural and vice versa, and masculine words will include the feminine and neuter
genders and vice versa.
Section 13.02. ARTICLE AND SECTION TITLES. The titles of Sections and
Articles in these Bylaws are for descriptive purposes only and will not control
or alter the meaning of any of these Bylaws as set forth in the text.
[The following is a prototype of the Registrant's share certificate. It is a
"two-sided" document. The facing page is in a "landscaped" position and
boardered with intricate, detailed graphics. This similar graphical detail is
found boardering boxes for the number and type of shares.]
VOYAGEUR
NUMBER SHARES
[VOID] [VOID]
INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
THIS CERTIFIES THAT
VOID
is the owner and
registered holder of
------- -------
- -------------------- --------------------
------- -------
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized Attorney upon surrender of this certificate properly
endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this certificate to be
signed by its duly authorized officers.
Dated:
SECRETARY [VOID] PRESIDENT [VOID]
(REVERSE SIDE)
________________________________________________________________________________
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UTMA - ________Custodian________
(Cust) (Minor)
TEN ENT - as tenants by entireties under Uniform Transfer to Minors
JT TEN - as joint tenants with right of survivorship Act _____________________
and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
________________________________________________________________________________
FOR VALUE RECEIVED______HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Box to insert information)
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE,
AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
___________________________________________________________________ATTORNEY TO
TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES.
DATED ________________________________________________
________________________________________________
NOTICE: The signature to this assignment must
correspond to the name as written upon the face
of the certificate in every particular without
alteration or enlargement or any change whatever
SIGNATURE GUARANTEED
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made and entered into this 27th day of October 1994, by
and between Voyageur Funds, Inc., a Minnesota corporation (the "Company"), on
behalf of each Fund of the Company represented by a series of shares of common
stock of the Company that adopts this Agreement (each, a "Fund" and,
collectively, the "Funds") (the Funds, together with the date each Fund adopts
this Agreement, are set forth in Exhibit A hereto, which shall be updated from
time to time to reflect additions, deletions or other changes thereto), and
Voyageur Fund Managers, Inc., a Minnesota corporation ("Voyageur").
1. DIVIDEND DISBURSING, ADMINISTRATIVE, ACCOUNTING AND TRANSFER AGENCY
SERVICES; COMPLIANCE SERVICES.
(a) The Company on behalf of each Fund hereby engages Voyageur, and
Voyageur hereby agrees, to provide to each Fund all dividend disbursing,
administrative and accounting services required by each Fund, including, without
limitation, the following:
(i) The calculation of net asset value per share at such times and in
such manner as specified in each Fund's current Prospectus and Statement of
Additional Information and at such other times as the parties hereto may
from time to time agree upon;
(ii) Upon the receipt of funds for the purchase of Fund shares or the
receipt of redemption requests with respect to Fund shares outstanding, the
calculation of the number of shares to be purchased or redeemed,
respectively;
(iii) Upon the Fund's distribution of dividends, (A) the calculation
of the amount of such dividends to be received per Fund share, (B) the
calculation of the number of additional Fund shares to be received by each
Fund shareholder, other than any shareholder who has elected to receive
such dividends in cash and (C) the mailing of payments with respect to such
dividends to shareholders who have elected to receive such dividends in
cash;
(iv) The provision of transfer agency services as described below:
(1) Voyageur shall make original issues of shares of each Fund in
accordance with each Fund's current Prospectus and Statement of
Additional Information and with instructions from the Company.
(2) Prior to the daily determination of net asset value of each
Fund in accordance with the each Fund's current Prospectus and
Statement of Additional Information, Voyageur shall process all
purchase orders received since the last determination of each Fund's
net asset value.
(3) Transfers of shares shall be registered and new Fund share
certificates shall be issued by Voyageur upon surrender of properly
endorsed outstanding Fund share certificates with all necessary
signature guarantees and satisfactory evidence of compliance with all
applicable laws relating to the payment or collection of taxes.
(4) Voyageur may issue new Fund share certificates in place of
Fund share certificates represented to have been lost, destroyed or
stolen, upon receiving indemnity satisfactory to Voyageur and may
issue new Fund share certificates in exchange for, and upon surrender
of, mutilated Fund share certificates.
(5) Voyageur will maintain stock registry records in the usual
form in which it will note the issuance, transfer and redemption of
Fund shares and the issuance and transfer of Fund share certificates,
and is also authorized to maintain an account in which it will record
the Fund shares and fractions issued and outstanding from time to time
for which issuance of Fund share certificates is deferred.
(6) Voyageur will, in addition to the duties and functions
above-mentioned, perform the usual duties and functions of a stock
transfer agent for a registered investment company.
(v) The creation and maintenance of such records relating to the
business of each Fund as each Fund may from time to time reasonably
request;
(vi) The preparation of tax forms, reports, notices, proxy statements,
proxies and other Fund shareholder communications, and the mailing thereof
to Fund shareholders; and
(vii) The provision of such other dividend disbursing, administrative
and accounting services as the parties hereto may from time to time agree
upon.
(b) The Company also hereby engages Voyageur to perform, and Voyageur
hereby agrees to perform, such regulatory reporting and compliance related
services and tasks for the Company or any Fund as the Company may reasonably
request. Without limiting the generality of the foregoing, Voyageur shall:
(i) Prepare or assist in the preparation of prospectuses, statements
of additional information and registration statements for the Funds, and
assure the timely filing of all required amendments thereto.
(ii) Prepare such reports, applications and documents as may be
necessary to register the Funds' shares with state securities authorities;
monitor sales of Fund shares for compliance with state securities laws; and
file with the appropriate state securities authorities the registration
statement for each Fund and all amendments thereto, required reports
regarding sales and redemptions of Fund shares and such other reports as
may be necessary to register each Fund and its shares with state securities
authorities and keep such registrations effective.
(iii) Develop and prepare communications to shareholders, including
each Fund's annual and semi-annual report to shareholders.
(iv) Obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Funds in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
Investment Company Act of 1940 as such bonds and policies are approved by
the Funds' Board of Directors.
(v) Prepare and file with the Securities and Exchange Commission each
Fund's semi-annual reports on Form N-SAR and all required notices pursuant
to Rule 24f-2 under the Investment Company Act of 1940.
(vi) Prepare materials (including, but not limited to, agendas,
proposed resolutions and supporting materials) in connection with meetings
of the Company's Board of Directors;
(vii) Prepare or assist in the preparation of proxy and other
materials in connection with meetings of the shareholders of the Company or
any Fund;
(viii) Prepare and file tax returns for the Funds;
(ix) Concur with Fund counsel in connection with the development and
preparation of any of the foregoing; and
(x) Perform such other compliance related services and tasks upon
which the parties hereto may from time to time agree.
(c) Voyageur hereby acknowledges that all records necessary in the
operation of the Fund are the property of the Company, and in the event that a
transfer of any of the responsibilities set forth herein to someone other than
Voyageur should ever occur, Voyageur will promptly, and at its own cost, take
all steps necessary to segregate such records and deliver them to the Company.
2. COMPENSATION
(a) As compensation for the dividend disbursing, administrative, accounting
and compliance services to be provided by Voyageur hereunder, each Fund shall
pay to Voyageur a monthly fee as set forth in Exhibit A hereto, which fee shall
be paid to Voyageur not later than the fifth business day following the end of
each month in which said services were rendered. For purposes of calculating
each Fund's average daily net assets, as such term is used in this Agreement,
the Fund's net assets shall equal its total assets minus (i) its total
liabilities and (ii) its net orders receivable from dealers.
(b) In addition to the compensation provided for in Section 2(a) hereof and
as set forth in Exhibit A hereto, each Fund shall reimburse Voyageur for all
out-of-pocket expenses incurred by Voyageur in connection with its provision of
services hereunder, including, without limitation, postage, stationery and
mailing expenses. Said reimbursement shall be paid to Voyageur not later than
the fifth business day following the end of each month in which said expenses
were incurred.
(c) For purposes of calculating the compensation to be paid to Voyageur
pursuant to Section 2(a) above, "house accounts" with brokerage firms which hold
shares in a Fund will be treated as separate accounts for fee calculation
purposes (based upon the number of shareholder accounts within the "house
account"), where Voyageur's work in connection with servicing such house
accounts is substantially the same as if such accounts did not exist, and
Voyageur had to directly service the shareholder accounts underlying such house
accounts.
3. FREEDOM TO DEAL WITH THIRD PARTIES.
Voyageur shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.
4. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF AGREEMENT.
(a) The effective date of this Agreement with respect to each Fund shall be
the date set forth on Exhibit A hereto.
(b) Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect with respect to each Fund for a period more than two years
from the date of its execution but only as long as such continuance is
specifically approved at least annually by (i) the Board of Directors of the
Company or by the vote of a majority of the outstanding voting securities of the
applicable Fund, and (ii) by the vote of a majority of the directors of the
Company who are not parties to this Agreement or "interested persons", as
defined in the Investment Company Act of 1940 (as amended, the "Act"), of the
Adviser or of the Company cast in person at a meeting called for the purpose of
voting on such approval.
(c) This Agreement may be terminated with respect to any Fund at any time,
without the payment of any penalty, by the Board of Directors of the Company or
by the vote of a majority of the outstanding voting securities of such Fund, or
by Voyageur, upon 60 days' written notice to the other party.
(d) This agreement shall terminate automatically in the event of its
"assignment" (as defined in the Act) unless such assignment is approved in
advance by the Board of Directors, including a majority of the directors of the
Company who are not parties to this Agreement or "interested persons" (as
defined in the Act) of the Adviser or of the Company, and, if and to the extent
required by the Act, the approval of the shareholders of each Fund.
(e) No amendment to this Agreement shall be effective with respect to any
Fund until approved by the vote of a majority of the directors of the Company
who are not parties to this Agreement or "interested persons" (as defined in the
Act) of the Adviser or of the Company cast in person at a meeting called for the
purpose of voting on such approval and, if and to the extent required by the
Act, a majority of the outstanding voting securities of the applicable Fund.
5. NOTICES.
Any notice under this Agreement shall be in writing, addressed, delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate in writing for receipt of such notice.
6. INTERPRETATION; GOVERNING LAW.
This Agreement shall be subject to and interpreted in accordance with all
applicable provisions of law including, but not limited to, the Act and the
rules and regulations promulgated thereunder. To the extent that the provisions
herein contained conflict with any such applicable provisions of law, the latter
shall control. The laws of the State of Minnesota shall otherwise govern the
construction, validity and effect of this Agreement.
IN WITNESS WHEREOF, the Company and Voyageur have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
VOYAGEUR FUNDS, INC.
By___________________________
Its________________________
VOYAGEUR FUND MANAGERS, INC.
By___________________________
Its________________________
EXHIBIT A
TO
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
VOYAGEUR FUND MANAGERS, INC.
AND
VOYAGEUR FUNDS, INC.
<TABLE>
<CAPTION>
FUND EFFECTIVE DATE
- --------------------------------------- --------------
<S> <C>
Series A--Voyageur U. S. Government Securities Fund October 27, 1994
</TABLE>
COMPENSATION -- SERIES A
The sum of (i) $1.33 per shareholder account per month; (ii) $1,000 per month if
the Fund's average daily net assets do not exceed $50 million, $1,250 per month
if the Fund's average daily net assets are greater than $50 million but do not
exceed $100 million, and $1,500 per month if the Fund's average daily net assets
are greater than $100 million; and (iii) 0.11% per annum of the first $20
million of the Fund's average daily net assets, .06% per annum of the next $20
million of the Fund's average daily net assets, .035% per annum of the next $60
million of the Fund's average daily net assets, .03% per annum of the next $400
million of the Fund's average daily net assets, and .02% per annum of the Fund's
average daily net assets in excess of $500 million.0
<TABLE>
<CAPTION>
MONTHLY
SERVICE FEES
(as a % of average
FUND EFFECTIVE DATE daily net assets)
- --------------------------------------- -------------- -----------------
<S> <C> <C>
Series B--VFI Short Duration Portfolio February , 1996 .008333%
------------
Series C--VFI Intermediate Duration Portfolio February , 1996 .008333%
------------
Series D--VFI Core Portfolio February , 1996 .008333%
------------
</TABLE>
___________________
1/ Voyageur shall reimburse the Fund (Series A), in an amount not in excess of
the advisory and management fee payable under the Investment Advisory Agreement
and the administrative services fee payable hereunder, if, and to the extent
that, the aggregate operating expenses of the Fund (including the advisory and
management fee, the administrative services fee, deferred organizational costs
and Rule 12b-1 fees, if any, but excluding interest expense, taxes and brokerage
fees and commissions) are in excess of 1.25% of the average daily net assets of
the Fund on an annual basis (the "Expense Limit"). Voyageur shall first
reimburse the Fund the advisory and management fee payable and then, to the
extent necessary to reduce the Fund's expenses to the Expense Limit, shall
reimburse the administrative services fee payable hereunder.
