================================================================================
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 30, 1996
File Nos. 33-42827
811-6411
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. 11
and/or
REGISTRATIONSTATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 10
(Check appropriate box or boxes.)
VOYAGEUR INVESTMENT TRUST
(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:
MICHAEL J. RADMER, ESQ.
DORSEY & WHITNEY LLP
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
It is proposed that this filing will become effective (check appropriate box):
/X/ immediately upon filing pursuant to paragraph (b) of Rule 485
on (specify date) pursuant to paragraph (b) of Rule 485
on (specify date) pursuant to paragraph (b)(1)(v) of Rule 485
75 days after filing pursuant to paragraph (a) of Rule 485
on (specify 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 on or about February 23,
1996.
Incorporation by Reference
and
Explanatory Note
Part A (Prospectus), Part B (Statement of Additional Information) and Part
C (Other Information) of this Registration Statement are hereby incorporated by
reference from Post-Effective Amendment No. 7 to the Registration Statement of
Voyageur Mutual Funds, Inc. (File Nos. 33-63238 and 811-7742) filed on April 30,
1996. Such Part A and Part B and Part C combines seven Registrants (each of
which offers its shares in one or more series): two series of Voyageur Tax Free
Funds, Inc., five series of Voyageur Intermediate Tax Free Funds, Inc., four
series of Voyageur Insured Funds, Inc., nine series of Voyageur Investment
Trust, one series of Voyageur Investment Trust II, six series of Voyageur Mutual
Funds, Inc. and one series of Voyageur Mutual Funds II, Inc.
A separate Registration Statement, each of which contains or incorporates
by reference the aforementioned combined Part A and Part B and includes its own
Part C, is being filed for each Registrant; however, this Registration Statement
contains only those exhibits which relate to Voyageur Investment Trust.
PART C
VOYAGEUR INVESTMENT TRUST
(VOYAGEUR FLORIDA INSURED TAX FREE FUND)
(VOYAGEUR FLORIDA TAX FREE FUND)
(VOYAGEUR CALIFORNIA INSURED FUND)
(VOYAGEUR UTAH TAX FREE FUND)
(VOYAGEUR NEW MEXICO TAX FREE FUND)
(VOYAGEUR MISSOURI INSURED TAX FREE FUND)
(VOYAGEUR KANSAS TAX FREE FUND)
(VOYAGEUR WASHINGTON INSURED TAX FREE FUND)
(VOYAGEUR OREGON INSURED TAX FREE FUND)
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS:
Included in Part A:
1. Fees and Expenses
2. Financial Highlights
Included in Part B: None
(b) EXHIBITS
1. Amended and Restated Agreement and Declaration of Trust of Voyageur
Investment Trust, dated February 16, 1994, filed as an Exhibit hereto.
2. Amendment to Bylaws (as adopted by the Board of Trustees on January
24, 1995), filed as an Exhibit hereto.
3. Voting Trust Agreement. Not Applicable
4. Specimen Security for Massachusetts Business Trust formed under the
laws of the Commonwealth of Massachusetts, filed as an Exhibit hereto.
5. Investment Advisory Agreement, dated November 1, 1993, filed as an
Exhibit hereto.
6.1 Distribution Agreement dated March 1, 1995, filed as an Exhibit
hereto.
6.2 Form of Dealer Sales Agreement, filed as an Exhibit hereto.
6.3 Form of Bank Agreement, filed as an Exhibit hereto.
7. Bonus, Profit Sharing, or Pension Plans. None.
8. Custodian Agreement dated April 20, 1992, filed as an Exhibit hereto.
9. Administrative Services Agreement, dated October 27, 1994, filed as an
Exhibit hereto.
10.1 Opinion and Consent of Ropes & Gray with respect to Series A, filed as
an Exhibit to Pre-Effective Amendment No.1 to Form N-1A on November
22, 1991, File No. 33-24827, and incorporated herein by reference.
10.2 Opinion and Consent of Ropes & Gray with respect to Series B-H, filed
as an Exhibit to Post-Effective Amendment No. 2 on Form N-1A on August
5, 1992, File No. 33-24827, and incorporated herein by reference.
10.3 Opinion of Dorsey & Whitney filed as an Exhibit to Pre-Effective
Amendment No. 1 to Form N-1A on November 22, 1991, File No. 33-24827,
and incorporated herein by reference.
11. Consent of KPMG Peat Marwick, dated April 26, 1996, filed as an
Exhibit hereto.
12. Financial statements contained in the Annual Report to Shareholders
for fiscal year end December 31, 1995, filed purusant to Rule 30d-1 of
the Investment Company Act of 1940, incorporated herein by reference.
13. Letter of Investment Intent, filed as an Exhibit to Pre-Effective
Amendment No. 1 to Form N-1A on November 22, 1992, File No. 33-24827,
and incorporated herein by reference.
14. Copy of prototype defined contribution plan. Not Applicable.
15. Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940,
filed as an Exhibit hereto.
16. Schedule for Computation of Performance Data - Voyageur Florida
Insured Tax Free Fund, Class A and B Shares, and Voyageur Florida Tax
Free Fund, Voyageur California Insured Fund, Voyageur Utah Tax Free
Fund, Voyageur New Mexico Tax Free Fund, Voyageur Missouri Insured Tax
Free Fund, Voyageur Kansas Tax Free Fund, Voyageur Washington Insured
Tax Free Fund, and Voyageur Oregon Insured Tax Free Fund, Class A, B,
and C Shares, filed as an Exhibit hereto.
17.1 Power of Attorney, dated January 24, 1995, filed as an Exhibit hereto.
17.2 Financial Data Schedule, Voyageur Florida Insured Tax Free Fund filed
hereto electronically as Exhibit 27.1 pursuant to Rule 401 of
Regulation S-T.
17.3 Financial Data Schedule, Voyageur California Tax Free Fund filed
hereto electronically as Exhibit 27.2 pursuant to Rule 401 of
Regulation S-T.
17.4 Financial Data Schedule, Voyageur Kansas Insured Fund filed hereto
electronically as Exhibit 27.3 pursuant to Rule 401 or Regulation S-T.
17.5 Financial Data Schedule, Voyageur Missouri Tax Free Fund filed hereto
electronically as Exhibit 27.4 pursuant to Rule 401 of Regulation S-T.
17.6 Financial Data Schedule, Voyageur New Mexico Tax Free Fund filed
hereto electronically as Exhibit 27.5 pursuant to Rule 401 of
Regulation S-T.
17.7 Financial Data Schedule, Voyageur Oregon Insured Tax Free Fund filed
hereto electronically as Exhibit 27.6 pursuant to Rule 401 of
Regulation S-T.
17.8 Financial Data Schedule, Voyageur Utah Tax Free Fund filed hereto
electronically as Exhibit 27.7 pursuant to Rule 401 of Regulation S-T.
17.9 Financial Data Schedule, Voyageur Washington Insured Tax Free Fund
filed hereto electronically as Exhibit 27.8 pursuant to Rule 401 of
Regulation S-T.
17.10Financial Data Schedule, Voyageur Florida Tax Free Fund filed hereto
electronically as Exhibit 27.9 pursuant to Rule 401 of Regulation S-T.
18. Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940,
filed as an Exhibit hereto.
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 California Insured Tax Free Fund
Voyageur Florida 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.
Short Government Agency Fund
Intermediate Government Agency Fund
Government Mortgage Fund
Short Duration Total Return Fund
Intermediate Duration Total Return Fund
Intermediate Municipal Fund
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The following sets forth the number of holders of shares of each class and
series (then in existence) of each Registrant as of March 31, 1996.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
COMMON COMMON COMMON
NAME OF FUND SHARES SHARES SHARES
------------ ------ ------ ------
<S> <C> <C> <C>
Voyageur Minnesota Insured Fund 8,132 142 146
Voyageur Arizona Insured Tax Free Fund 5,259 44 17
Voyageur National Insured Tax Free Fund 866 46 3
Voyageur Minnesota Limited Term Tax Free Fund 1,867 6 39
Voyageur National Limited Term Tax Free Fund 4 1 **
Voyageur Florida Insured Tax Free Fund 6,460 88 **
Voyageur California Insured Tax Free Fund 794 137 2
Voyageur Missouri Insured Tax Free Fund 1,699 245 3
Voyageur Oregon Insured Tax Free Fund 650 117 6
Voyageur Washington Insured Tax Free Fund 69 2 1
Voyageur Kansas Tax Free Fund 338 38 3
Voyageur New Mexico Tax Free Fund 557 20 **
Voyageur Utah Tax Free Fund 130 4 **
Voyageur Florida Tax Free Fund 88 10 **
Voyageur Florida Limited Term Tax Free Fund 17 1 1
Voyageur Minnesota Tax Free Fund 12,299 134 150
Voyageur North Dakota Tax Free Fund 1,175 36 3
Voyageur Iowa Tax Free Fund 2,166 24 27
Voyageur Wisconsin Tax Free Fund 1,003 24 9
Voyageur Idaho Tax Free Fund 576 97 33
Voyageur California Tax Free Fund 23 2 **
Voyageur Arizona Tax Free Fund 96 45 3
Voyageur National Tax Free Fund 31 5 3
Voyageur Colorado Tax Free Fund 10,376 73 65
** Not in existence
</TABLE>
ITEM 27. INDEMNIFICATION
(a) Voyageur Investment Trust and Voyageur Investment Trust II:
Article VIII of each Registrant's Agreement and Declaration of Trust
provides in effect that the Registrant will indemnify its officers and Trustees
under certain circumstances. However, in accordance with Section 17(h) and 17(i)
of the Investment Company Act of 1940, as amended (the "1940 Act"), and its own
terms, said Agreement and Declaration of Trust does not protect any person
against any liability to the Registrant or its shareholders to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
or her office.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Trustees, officers, and controlling persons of each
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 Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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.
No indemnification will be made in violation of the 1940 Act and the rules,
regulations and releases thereunder.
(b) All corporate registrants:
The Articles of Incorporation and Bylaws of each Registrant provide that
the Registrant shall indemnify such persons, for such expenses and liabilities,
in such manner, under such circumstances, and to the full extent permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended,
provided 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 hereafter
amended. Section 302A.521 of the Minnesota Statutes, as now enacted, provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding against judgments, penalties, fines, settlements and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding, if, with respect to the acts or
omissions of the person complained of in the proceeding, the person: (i) has not
been indemnified by another organization for the same judgments, penalties,
fines, settlements and reasonable expenses incurred by the person in connection
with the proceeding with respect to the same acts or omissions; (ii) acted in
good faith; (iii) received no improper personal benefit; (iv) complied with the
Minnesota Statute dealing with directors' conflicts of interest, if applicable;
(v) in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (vi) reasonably believed that the conduct was in the
best interests of the corporation or, in certain circumstances, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of each
Registrant pursuant to the foregoing provisions (or otherwise), the Registrants
have 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 a Registrant
of expenses incurred or paid by a director, officer or controlling person of a
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.
No indemnification will be made in violation of the 1940 Act and the rules,
regulations and releases thereunder.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The name and principal occupations(s) during the past two fiscal years of
each director and the executive officer of the Adviser are set forth below. The
business address of each is 90 South SeventhStreet, 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 Registrants' 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 and
Underwriter" filed as part of this Registration
Statement.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Voyageur Fund Distributors, Inc., the underwriter of each 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 each Registrant are:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH REGISTRANTS WITH UNDERWRITER
- ---- ---------------- ----------------
<S> <C> <C>
Michael E. Dougherty Chairman None
Frank C. Tonnemaker President & Director None
John G. Taft President & Director President
Jane M. Wyatt Director Executive Vice President
Steven B. Johansen Secretary None
Kenneth R. Larsen Treasurer Treasurer
Thomas J. Abood General Counsel Secretary
</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 each Registrant is Norwest Bank Minnesota, N.A., Sixth
Street & Marquette Avenue, Minneapolis, Minnesota 55402. The dividend
disbursing, administrative and accounting services agent of each Registrant is
Voyageur Fund Managers, Inc. The address of Voyageur Fund Managers, Inc. and
each Registrant is 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota
55402.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Each recipient of a prospectus of any series of any Registrant may
request the latest Annual Report of such series, and such Annual Report will be
furnished by such Registrant without charge.
NOTICE
Copies of the Agreement and Declaration of Trust for each of Voyageur
Investment Trust and Voyageur Investment Trust II are on file with the Secretary
of State of the Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of each such Registrant by an officer of
the Registrant as an officer and not individually and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement 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 /s/30th day of April 1996.
VOYAGEUR INVESTMENT TRUST
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 dates indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
/s/John G. Taft President (Principal April /s/30, 1996
- --------------------- Executive Officer)
John G. Taft
/s/Kenneth R. Larsen Treasurer (Princiapl April /s/30, 1996
- -------------------- Financial and Accounting
Kenneth R. Larsen 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 April /s/30, 1996
- --------------------
Thomas J. Abood
[RECEIVED
FEB 17 1994
SECRETARY OF STATE
CORPORATION DIVISION]
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
VOYAGEUR INVESTMENT TRUST
THIS AGREEMENT AND DECLARATION OF TRUST made at Minneapolis, Minnesota this
29th day of November 1993, by the Trustees hereunder and the holders of shares
of beneficial interest issued hereunder and to be issued hereunder as
hereinafter provided:
WITNESSETH that
WHEREAS, this Trust was formed under the name "Voyageur Investment Trust"
to carry on the business of an investment company pursuant to an Agreement and
Declaration of Trust dated September 16, 1991;
WHEREAS, the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts business trust in accordance with the
provisions hereinafter set forth;
WHEREAS, this Trust is authorized to issue its shares of beneficial
interest in separate series, each separate series to be a Series hereunder, and
to issue classes of Shares of any Series or divide Shares of any Series into two
or more classes, all in accordance with the provisions hereinafter set forth;
and
WHEREAS, the Trustees desire to amend and restate the Agreement and
Declaration of Trust dated September 16, 1991 in its entirety by adopting this
Amended and Restated Agreement and Declaration of Trust, which shall supersede
such Agreement and Declaration of Trust and be the governing instrument of the
Trust from and after the date hereof.
NOW, THEREFORE, the Trustees hereby amend and restate the Agreement and
Declaration of Trust dated September 16, 1991 in its entirety, such amendment
and restatement to be effective upon filing with the Secretary of State of the
Commonwealth of Massachusetts, and declare that they will hold all cash,
securities and other assets which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of shares of beneficial interest in this Trust or Series (as hereinafter
defined) created hereunder as hereinafter set forth.
ARTICLE I
Name, Address and Definitions
SECTION 1. This Trust shall be known as Voyageur Investment Trust, and the
Trustees shall conduct the business of the Trust under that name or any other
name as they may from time to time determine. The address of the Trust is 90
South Seventh Street, Suite 4400, Minneapolis, Minnesota 55402.
SECTION 2. DEFINITIONS. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "Bylaws" shall mean the Bylaws of the Trust as amended from time to
time;
(b) "Class" refers to any class of Shares of any Series established and
designated under or in accordance with the provisions of Article III.
(c) The terms "Commission" and "principal underwriter" shall have the
meanings given them in the 1940 Act;
(d) "Declaration of Trust" and "this Declaration" shall mean this Agreement
and Declaration of Trust, as amended or restated from time to time;
(e) "1940 Act" refers to the Investment Company Act of 1940 and the Rules
and Regulations thereunder, all as amended from time to time;
(f) "Series" refers to a sub-trust of Shares established and designated
under or in accordance with the provisions of Article III;
(g) "Series Company" refers to the form of registered open-end investment
company described in Section 18(f)(2) of the 1940 Act or in any successor
statutory provision;
(h) "Shareholder" means a record owner of Shares;
(i) "Shares" means the equal proportionate units of interest into which the
beneficial interest in the Trust or in the Trust property belonging to any
Series of the Trust and/or any class of any Series (as the context may require)
shall be divided from time to time;
(j) "Trust" refers to the Massachusetts business trust established by this
Agreement and Declaration of Trust, as amended from time to time inclusive of
each and every Series established hereunder; and
(k) "Trustees" refers to the Trustees of the Trust named in Article IV
hereof or elected in accordance with such Article.
ARTICLE II
Purpose of Trust
The purpose of the Trust is to operate as an investment company a nd to
offer Shareholders of the Trust and each Series of the Tr ust one or more
investment programs primarily in securitie s and debt instruments.
ARTICLE III
Shares
SECTION 1. DIVISION OF BENEFICIAL INTEREST. The beneficial interest in the
Trust shall at all times be divided into an unlimited number of Shares, without
par value. Subject to the provisions of Section 6 of this Article III, each
Share shall have the voting rights as provided in Article V, and holders of the
Shares of any Series shall be entitled to receive dividends, when and declared
with respect thereto in the manner provided in Article VI, Section 1. No Share
shall have any priority or preference over any other Share of the same Series or
Class with respect to dividends or distributions upon termination of the Trust
or of such Series or Class made pursuant to Article IX, Section 4. Shareholders
shall have no preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust. The Trustees may from time to time divide
or combine the Shares of any particular Series or Class into a greater or lesser
number of Shares of that Series or Class without changing the proportionate
beneficial interest of the Shares of that Series or Class in the assets
belonging to that Series or Class or in any way affecting the rights of Shares
of any other Series or Class.
SECTION 2. OWNERSHIP OF SHARES. The ownership of Shares shall be recorded
on the books of the Trust or a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Series and each
Class that has been established and designed. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the transfer of Shares and similar matters. The record books of
the Trust as kept by the Trust or any transfer or similar agent, as the case may
be, shall be conclusive as to who are the Shareholders and as to the number of
Shares of each Series and Class.
SECTION 3. INVESTMENTS IN THE TRUST. The Trustees shall accept investments
in the Trust and each Series from such persons and on such terms and for such
consideration as they from time to time authorize. The Trustees may authorize
any distributor, principal underwriter, custodian, transfer agent or other
person to accept orders for the purchase of Shares that conform to such
authorized terms and to reject any purchase orders for Shares whether or not
conforming to such authorized terms.
SECTION 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms of and to have become a
party to this Declaration of Trust. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the same nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the rights of said deceased Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property or right to call for a partition
or division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders partners of each other. Neither the Trust nor the
Trustees, nor any officer, employee or agent of the Trust shall have any power
to bind personally any Shareholder, nor except as specifically provided herein,
to call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay.
SECTION 5. POWER OF TRUSTEES TO CHANGE PROVISIONS RELATING TO SHARES.
Notwithstanding any other provisions of this Declaration of Trust and without
limiting the power of the Trustees to amend this Declaration of Trust as
provided elsewhere herein, the Trustees shall have the power to amend this
Declaration of Trust, at any time and from time to time, in such manner as the
Trustees may determine in their sole discretion, without the need for
Shareholder action, so as to add to, delete, replace or otherwise modify any
provisions relating to the Shares contained in this Declaration of Trust for the
purpose of (i) responding to or complying with any regulations, orders, rulings
or interpretations of any governmental agency or any laws, now or hereafter
applicable to the Trust, or (ii) designating and establishing Series or classes
in addition to the Series or classes established in Section 6 of this Article
III; provided that before adopting such an amendment in clause (i) without
Shareholder approval, the Trustees shall determine that it is consistent with
the fair and equitable treatment of all Shareholders. The establishment and
designation of any Series or class of Shares in addition to the Series
established and designated in Section 6 of this Article III shall be effective
upon (i) the execution by a majority of the then Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such Series or class, (ii) upon the execution of an instrument in
writing by an officer of the Trust pursuant to the vote of a majority of the
Trustees, or (iii) as otherwise provided in such instrument. Each instrument
establishing and designating any Series shall have the status of an amendment to
this Declaration of Trust.
Without limiting the generality of the foregoing, the Trustees may, for the
above-stated purposes, amend the Declaration of Trust to:
(a) create one or more Series or classes of Shares (in addition to any
Series or classes already existing or otherwise) with such rights and
preferences and such eligibility requirements for investment therein as the
Trustees shall determine and reclassify any or all outstanding Shares as shares
of particular Series or classes in accordance with such eligibility
requirements;
(b) amend any of the provisions set forth in paragraphs (a) through (k) of
Section 6 of this Article III;
(c) combine one or more Series or classes of Shares into a single Series or
class on such terms and conditions as the Trustees shall determine;
(d) change or eliminate any eligibility requirements for investment in
Shares of any Series or class, including without limitation the power to provide
for the issue of Shares of any Series or class in connection with any merger or
consolidation of the Trust with another trust or company or any acquisition by
the Trust of part of all of the assets of another trust or company;
(e) change the designation of any Series or class of Shares;
(f) change the method of allocating dividends among the various Series and
classes of Shares;
(g) allocate any specific assets or liabilities of the Trust or any
specific items of income or expense of the Trust to one or more Series or
classes of Shares; or
(h) specifically allocate assets to any or all Series or classes of Shares
or create one or more additional Series or classes of Shares which are preferred
over all other Series or classes of Shares in respect of assets specifically
allocated thereto or any dividends paid by the Trust with respect to any net
income, however determined, earned from the investment and reinvestment of any
assets so allocated or otherwise and provide for any special voting or other
rights with respect to such Series or classes.
SECTION 6. ESTABLISHMENT AND DESIGNATION OF SERIES AND CLASSES. Without
limiting the authority of the Trustees set forth in Section 5, INTER ALIA, to
establish and designate any further Series or classes or to modify the rights
and preferences of any Series or class, the Trustees hereby establish and
designate eight Series: Series A, Series B, Series C, Series D, Series E, Series
F, Series G and Series H. The Shares of such Series and any Shares of any
further Series that may from time to time be established and designated by the
Trustees shall (unless the Trustees otherwise determine with respect to some
further Series at the time of establishing and designating the same) have the
following relative rights and preferences:
(a) ASSETS BELONGING TO SERIES. All consideration received by the Trust for
the issue or sale of Shares of a particular Series or any classes thereof,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall be
held by the Trustees in trust for the benefit of the holders of Shares of that
Series or class thereof, and shall irrevocably belong to that Series (and be
allocable to any classes thereof) for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of account of the Trust.
Such consideration, assets, income, earnings, profits and proceeds, including,
any proceeds derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred to as "assets
belonging to" that Series (and allocable to any classes thereof). In the event
that there are any assets, income, earnings, profits and proceeds thereof, funds
or payments which are not readily identifiable as belonging to any particular
Series (collectively "General Assets"), the Trustees shall allocate such General
Assets to, between or among any one or more of the Series established and
designated from time to time in such manner and on such basis as they, in their
sole discretion, deem fair and equitable, and any General Assets so allocated to
a particular Series shall belong to that Series (and be allocable to any classes
thereof). Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders of all Series (including any classes thereof) for all
purposes.
(b) LIABILITIES BELONGING TO SERIES. The assets belonging to each
particular Series shall be charged solely with the liabilities of the Trust in
respect to that Series, and all expenses, costs, charges and reserves
attributable to that Series, and any general liabilities of the Trust which are
not readily identifiable as belonging to any particular Series shall be
allocated and charged by the Trustees to and among any one or more of the Series
established and designated from time to time in a manner and on such basis as
the Trustees in their sole discretion deem fair and equitable. In addition, the
liabilities in respect of a particular class of Shares of a particular Series
and all expenses, costs, charges and reserves belonging to that class of Shares,
and any general liabilities, expenses, costs, charges or reserves of that
particular Series which are not readily identifiable as belonging to any
particular class of Shares of that Series shall be allocated and charged by the
Trustees to and among any one or more of the classes of Shares of that Series
established and designated from time to time in such manner and on such basis as
the Trustees in their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges, and reserves so charged to a Series or class thereof
are referred to as "liabilities belonging to" that Series or class thereof. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all Series (including any
classes thereof) for all purposes. Any creditor of any Series may look only to
the assets of that Series to satisfy such creditor's debt.
(c) DIVIDENDS. Dividends and distributions on Shares of a particular Series
or any class thereof may be paid with such frequency as the Trustees may
determine, which may be daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees may
determine, to the holders of Shares of that Series or class, from such of the
income and capital gains, accrued or realized, from the assets belonging to that
Series, or in the case of a class, belonging to that Series and allocable to
that class, as the Trustees may determine, after providing for actual and
accrued liabilities belonging to that Series or class. All dividends and
distributions on Shares of a particular Series or class thereof shall be
distributed pro rata to the holders of Shares of that Series or class in
proportion to the number of Shares of that Series or class held by such holders
at the date and time of record established for the payment of such dividends or
distributions, except that in connection with any dividend or distribution
program or procedure the Trustees may determine that no dividend or distribution
shall be payable on Shares as to which the Shareholder's purchase order and/or
payment have not been received by the time or times established by the Trustees
under such program or procedure. Such dividends and distributions may be made in
cash or Shares of that Series or class or a combination thereof as determined by
the Trustees or pursuant to any program that the Trustees may have in effect at
the time for the election by each Shareholder of the mode of making of such
dividend or distribution to that Shareholder. Any such dividend or distribution
paid in Shares will be paid at the net asset value thereof as determined in
accordance with the Trust's By-laws.
The Trustees shall have full discretion to determine which items shall be
treated as income and which items as capital; and each such determination and
allocation shall be conclusive and binding upon the Shareholders.
(d) LIQUIDATION. In the event of the liquidation or dissolution of the
Trust, the holders of Shares of each Series or any class thereof that has been
established and designated shall be entitled to receive, when and as declared by
the Trustees, the excess of the assets belonging to that Series, or in the case
of a class, belonging to that Series and allocable to that class, over the
liabilities belonging to that Series or class. The assets so distributable to
the holders of Shares of that Series or class thereof shall be distributed among
such holders in proportion to the number of shares of that Series or class held
by them and recorded on the books of the Trust. The liquidation of any
particular Series or class may be authorized at any time by vote of a majority
of the Trustees then in office.
(e) VOTING. Notwithstanding any of the other provisions of this
Declaration, including, without limitation, Section 1 of Article V, the
Shareholders of any particular Series or class shall not be entitled to vote on
any matters as to which such Series or class is not affected. On any matter
submitted to a vote of Shareholders, all Shares of the Trust then entitled to
vote shall be voted by individual Series and class thereof, unless otherwise
required by the 1940 Act or other applicable law or as specifically required
under this Declaration or the Bylaws or as otherwise determined by the Trustees.
(f) EQUALITY. All the Shares of a particular Series or class thereof shall
represent an equal proportionate interest in the assets belonging to that
Series, or in the case of a class, belonging to that Series and allocable to
that class (subject to the liabilities belonging to that Series or class), and
each Share of any particular Series or class shall be equal to each other Share
of that Series or class.
(g) FRACTIONS. Any fractional Share of a Series or class shall carry
proportionately all the rights and obligations of a whole share of that Series
or class, including rights with respect to voting, receipt of dividends and
distributions, redemption of Shares and termination of the Trust.
(h) EXCHANGE PRIVILEGE. The Trustees shall have the authority to provide
that the holders of Shares of any Series or class thereof shall have the right
to exchange said Shares for Shares of one or more other Series or class thereof
in accordance with such requirements and procedures as may be established by the
Trustees.
(i) COMBINATION OF SERIES OR CLASSES. The Trustees shall have the
authority, without the approval of the Shareholders of any Series or class
thereof unless otherwise required by applicable law, to combine the assets and
liabilities belonging to any two or more Series or classes into assets and
liabilities belonging to a single Series or class.
(j) ELIMINATION OF SERIES OR CLASSES. At any time that there are no Shares
outstanding of any particular Series or class previously established and
designated, the Trustees may amend this Declaration of Trust to abolish that
Series or class and to rescind the establishment and designation thereof, such
amendment to be effected in the manner provided in Section 5 of this Article
III.
(k) CLASS DIFFERENCES. The relative rights and preferences of the classes
of any Series may differ in such other respects as the Trustees may determine to
be appropriate in their sole discretion, provided that such differences are set
forth in the instrument establishing and designating such classes and executed
by a majority of the Trustees (or by an instrument executed by an officer of the
Trust pursuant to a vote of a majority of the Trustees).
SECTION 7. INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder or
former Shareholder shall be held to be personally liable solely by reason of his
or her being or having been a Shareholder of the Trust or of a particular Series
or class thereof and not because of his or her acts or omissions or for some
other reason, the Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled out of the assets of the Series or in the case of a class, allocable to
such class, of which he is a Shareholder or former Shareholder to be held
harmless from and indemnified against all loss and expense arising from such
liability.
SECTION 8. NO PREEMPTIVE RIGHTS. Shareholders shall have no preemptive or
other right to subscribe to any additional Shares or other securities issued by
the Trust or any Series.
ARTICLE IV
The Trustees
SECTION 1. ELECTION AND TENURE. The Trustees are Harley L. Danforth, 444
Crescent Street, River Falls, Wisconsin 54022, Clarence G. Frame, W-875 First
National Bank Building, 332 Minnesota Street, St. Paul, Minnesota 55101, James
W. Nelson, 81 South Ninth Street, Suite 400, Minneapolis, Minnesota 55440 and
Robert J. Odegard, University of Minnesota Foundation, 1300 South Second Street,
Minneapolis, Minnesota 55454. Trustees may fix the number of Trustees, fill
vacancies in the Trustees, including vacancies arising from an increase in the
number of Trustees, or remove Trustees with or without cause. Each Trustee shall
serve during the continued lifetime of the Trust until he dies, resigns or is
removed, or, if sooner, until the next meeting of Shareholders called for the
purpose of electing Trustees and until the election and qualification of his
successor. Any Trustee may resign at any time by written instrument signed by
him and delivered to any officer of the Trust or to a meeting of the Trustees.
Such resignation shall be effective upon receipt unless specified to be
effective at some other time. Except to the extent expressly provided in a
written agreement to the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following his
resignation or removal, or any right to damages on account of such removal. The
Shareholders may fix the number of Trustees and elect Trustees at any meeting of
Shareholders called by the Trustees for that purpose.
SECTION 2. EFFECT OF DEATH, RESIGNATION, ETC. OF TRUSTEE. The death,
declination, resignation, retirement, removal or incapacity of the Trustees, or
any of them, shall not operate to annul the Trust or to revoke any existing
agency created pursuant to the terms of this Declaration of Trust.
SECTION 3. POWERS. Subject to the provisions of this Declaration of Trust,
the business of the Trust shall be managed by the Trustees, and they shall have
all powers necessary or convenient to carry out that responsibility including
the power to engage in securities transactions of all kinds on behalf of the
Trust. Without limiting the foregoing, the Trustees may adopt Bylaws not
inconsistent with this Declaration of Trust providing for the regulation and
management of the affairs of the Trust and may amend and repeal them to the
extent that such Bylaws do not reserve that right to the Shareholders; they may
fill vacancies in or remove from their number (including any vacancies created
by an increase in the number of Trustees); they may remove from their number
with or without cause; they may elect and remove such officers and appoint and
terminate such agents as they consider appropriate; they may appoint from their
own number and terminate one or more committees consisting of two or more
Trustees which may exercise the powers and authority of the Trustees to the
extent that the Trustees determine; they may employ one or more custodians of
the assets of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a system or
systems for the central handling of securities or with a Federal Reserve Bank;
they may retain a transfer agent or a shareholder servicing agent, or both; they
may provide for the distribution of Shares by the Trust, through one or more
principal underwriters or otherwise; they may set record dates for the
determination of Shareholders with respect to various matters; and in general
may delegate such authority as they consider desirable to any officer of the
Trust, to any committee of the Trustees and to any agent or employee of the
Trust or to any such custodian or underwriter.
Without limiting the foregoing, the Trustees shall have power and
authority:
(a) To invest and reinvest cash, and to hold cash uninvested;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease or write
options with respect to or otherwise deal in any property rights relating to any
or all of the assets of the Trust;
(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(d) To exercise powers and rights of subscription or otherwise which in any
manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in its own name or
in the name of a custodian or subcustodian or a nominee or nominees or
otherwise;
(f) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls or subscriptions
with respect to any security held in the Trust;
(g) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper;
(h) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited to
claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and any
other combinations or associations;
(j) To borrow funds or other property;
(k) To endorse or guarantee the payment of any notes or other obligations
of any person; to make contracts of guaranty or suretyship, or otherwise assume
liability for payment thereof;
(l) To purchase and pay for entirely out of Trust property such insurance
as they may deem necessary or appropriate for the conduct of the business,
including without limitation, insurance policies insuring the assets of the
Trust and payment of distributions and principal on its portfolio investments,
and insurance policies insuring the Shareholders, Trustees, officers, employees,
agents, investment advisers, principal underwriters, or independent contractors
of the Trust individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such office or position,
or by reason of any action alleged to have been taken or omitted by any such
person as Trustee, officer, employee, agent, investment adviser, principal
underwriter, or independent contractor, including any action taken or omitted
that may be determined to constitute negligence, whether or not the Trust would
have the power to indemnify such person against liability; and
(m) To pay pensions as deemed appropriate by the Trustees and to adopt,
establish and carry out pension, profit-sharing, share bonus, share purchase,
savings, thrift and other retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance and annuity contracts as
a means of providing such retirement and other benefits, for any and all of the
Trustees, officers, employees and agents of the Trust.
(n) To adopt on behalf of the Trust or any Series with respect to any class
thereof a plan of distribution and related agreements thereto pursuant to the
terms of Rule 12b-1 of the 1940 Act and to make payments from the assets of the
Trust or the relevant Series pursuant to said Rule 12b-1 Plan.
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. The Trustees shall
not be required to obtain any court order to deal with any assets of the Trust
or take any other action hereunder.
SECTION 4. PAYMENT OF EXPENSES BY THE TRUST. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust or any
Series or class of Shares, or partly out of principal and partly out of income,
and to charge or allocate the same to, between or among such one or more of the
Series and/or one or more classes of Shares thereof that may be established and
designated pursuant to Article III, as they deem fair, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection with the Trust,
any Series and/or class of Shares thereof, or in connection with the management
thereof, including but not limited to, the Trustees' compensation and such
expenses and charges for the services of the Trust's officers, employees,
investment adviser or manager, principal underwriter, auditor, counsel,
custodian, transfer agent, shareholder servicing agent, and such other agents or
independent contracts and such other expenses and charges as the Trustees may
deem necessary or proper to incur.
SECTION 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Trustees shall have the
power, as frequently as they may determine, to cause each Shareholder, or each
Shareholder of any particular Series or class thereof, to pay directly, in
advance or arrears, for charges of the Trust's custodian or transfer,
shareholder servicing or similar agent, an amount fixed from time to time by the
Trustees, by setting off such charges due from such Shareholder from declared
but unpaid dividends owed such Shareholder and/or by reducing the number of
Shares in the account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of such charges due
from such Shareholder.
SECTION 6. OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the assets of
the Trust and each Series shall at all times be considered as vested in the
Trustees.
SECTION 7. ADVISORY, MANAGEMENT AND DISTRIBUTION Contracts. Subject to such
requirements and restrictions as may be set forth in the Bylaws, the Trustees
may, at any time and from time to time, contract for exclusive or nonexclusive
advisory and/or management services for the Trust or for any Series with
Voyageur Fund Managers or any other partnership, corporation, trust, association
or other organization (the "Manager"); and any such contract may contain such
other terms as the Trustees may determine, including without limitation,
authority for a Manager to determine from time to time without prior
consultation with the Trustees what investments shall be purchased, held, sold
or exchanged and what portion, if any, of the assets of the Trust or any Series
shall be held uninvested and to make changes in the Trust's or any Series
investments. The Trustees may also, at any time and from time to time, contract
with the Manager or any other partnership, corporation, trust, association or
other organization, appointing it exclusive or nonexclusive distributor or
principal underwriter for the Shares, every such contract to comply with such
requirements and restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms as the Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter, distributor or affiliate or agent of or for
any partnership, corporation, trust, association, or other organization, or
of or for any parent or affiliate of any organization, with which an
advisory or management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing or other agency
contract may have been or may hereafter be made, or that any such
organization, or any parent or affiliate thereof, is a Shareholder or has
an interest in the Trust or any Series or that
(ii) any partnership, corporation, trust, association or other
organization with which an advisory or management contract or principal
underwriter's, distributor's contract, or transfer, shareholder servicing
or other agency contract may have been or may hereafter be made also has an
advisory or management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing or other agency
contract with one or more other corporations, trusts, associations, or
other organizations, or has other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
SECTION 8. ACTION BY TRUSTEES. Except as otherwise provided by the 1940 Act
or other applicable law, this Declaration of Trust or the By-Laws, any action to
be taken by the Trustees on behalf of or with respect to the Trust or any Series
or class thereof may be taken by a majority of the Trustees present at a meeting
of Trustees (a quorum, consisting of at least one-half of the Trustees then in
office, being present), within or without Massachusetts, including any meeting
held by means of a conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time, and participation by such means shall constitute presence in
person at a meeting, or by written consents of a majority of the Trustees then
in office (or such larger or different number as may be required by the 1940 Act
or other applicable law).
ARTICLE V
Shareholders' Voting Powers and Meetings
SECTION 1. VOTING POWERS. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Article IV, Section 1, (ii)
with respect to any amendment of this Declaration of Trust to the extent and as
provided in Article IX, Section 8, (iii) to the same extent as the stockholders
of a Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders,
(iv) with respect to the termination of the Trust or any Series to the extent
and as provided in Article IX, Section 4, and (v) with respect to such
additional matters relating to the Trust as may be required by this Declaration
of Trust, the Bylaws or any registration of the Trust with the Commission (or
any successor agency) or any state, or as the Trustees may consider necessary or
desirable.
Each whole Share shall be entitled to one vote as to any matter which it is
entitled to vote and each fractional Share shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. A proxy with respect to
Shares held in the name of two or more persons shall be valid if executed by any
one of them unless at or prior to exercise of the proxy the Trust receives a
specific written notice to the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden or proving the invalidity
shall rest on the challenger. At any time when no Shares of a Series or class
thereof are outstanding the Trustees may exercise all rights of Shareholders of
that Series or class thereof with respect to matters affecting that Series and
may with respect to that Series or class thereof take any action required by
law, this Declaration of Trust or the Bylaws to be taken by the Shareholders.
SECTION 2. MEETINGS. No annual or regular meeting of Shareholders is
required. Meetings of the Shareholders may be called by the Trustees for the
purpose of electing Trustees as provided in Article IV, Section 1 and for such
other purposes as may be prescribed by law, by this Declaration of Trust or by
the Bylaws. Meetings of the Shareholders may also be called by the Trustees from
time to time for the purpose of taking action upon any other matter deemed by
the Trustees to be necessary or desirable. A meeting of Shareholders may be held
at any place designated by the Trustees. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees by mailing
such notice at least seven days before such meeting, postage prepaid, stating
the time and place of the meeting, to each Shareholder at the Shareholder's
address as it appears on the records of the Trust. Whenever notice of a meeting
is required to be given to a Shareholder under this Declaration of Trust or the
Bylaws, a written waiver thereof, executed before or after the meeting by such
Shareholder or his attorney thereunto authorized and filed with the records of
the meeting, shall be deemed equivalent to such notice.
SECTION 3. QUORUM AND REQUIRED VOTE. Except when a larger quorum is
required by the 1940 Act or other applicable law, the Bylaws or this Declaration
of Trust, 10% of the Shares entitled to vote shall constitute a quorum at a
Shareholders' meeting. Any meeting of Shareholders may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present, and the meeting may be held as adjourned within a
reasonable time after the date set for the original meeting without further
notice. When a quorum is present at any meeting, a majority of the Shares voted
shall decide any questions and a plurality shall elect a Trustee, except when a
larger vote is required by any provision of this Declaration of Trust, the
Bylaws or the 1940 Act or other applicable law. If any question on which the
Shareholders are entitled to vote would adversely affect the rights of any
Series or class of Shares, the vote of a majority (or such larger vote as may be
required) of the Shares of such Series or class which are entitled to vote,
voting separately, shall be required to decide such question.
SECTION 4. ACTION BY WRITTEN CONSENT. Any action taken by Shareholders may
be taken without a meeting if Shareholders holding a majority of the Shares
entitled to vote on the matter (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust or by the Bylaws)
and/or holding a majority (or such larger proportion as aforesaid) of the Shares
of any Series or class entitled to vote separately on the matter consent to the
action in writing and such written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all purposes as a
vote taken at a meeting of Shareholders.
SECTION 5. RECORD DATES. For the purpose of determining the Shareholders
who are entitled to vote or act at any meeting or any adjournment thereof, the
Trustees may from time to time fix a time as the record date for determining the
Shareholders having the right to notice of and to vote at such meeting and any
adjournment thereof, and in such case only Shareholders of record on the record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date. For the purpose of determining the
Shareholders who are entitled to receive payment of any dividend or of any other
distribution, the Trustees may from time to time fix a date, which shall be
before the date for the payment of such dividend or such other payment, as the
record date for determining the Shareholders having the right to receive such
dividend or distribution. Without fixing a record date the Trustees may for
voting and/or distribution purposes close the register or transfer books for all
or any part of the period between a record date and a meeting of shareholders or
the payment of a distribution. Nothing in this section shall be construed as
precluding the Trustees from setting different record dates for different
Series.
SECTION 6. ADDITIONAL PROVISIONS. The Bylaws may include further provisions
for Shareholders' votes and meetings and related matters.
ARTICLE VI
Net Income, Distributions and Redemptions and Repurchases
SECTION 1. DISTRIBUTIONS OF NET INCOME. The Trustees shall each year, or
more frequently if they so determine in their sole discretion, distribute to the
Shareholders of each Series or class thereof, in shares of that Series or class,
cash or otherwise, an amount approximately equal to the net income attributable
to the assets belonging to such Series or, in the case of a class, belonging to
such Series and allocable to that class, and may from time to time distribute to
the Shareholders of each Series or class thereof, in shares of that Series or
class, cash or otherwise, such additional amounts, but only from the assets
belonging to such Series or, in the case of a class, belonging to such Series
and allocable to that class, as they may authorize. All dividends and
distributions on Shares of a particular Series or class thereof shall be
distributed pro rata to the holders of that Series or class in proportion to the
number of Shares of that Series or class held by such holders and recorded on
the books of the Trust at the date and time of record established for that
payment of such dividend or distributions.
The manner of determining net income, income, asset values, capital gains,
expenses, liabilities and reserves of any Series or class thereof, may from time
to time be altered as necessary or desirable in the judgment of the Trustees to
conform such manner of determination to any other method prescribed or permitted
by law. Net income shall be determined by the Trustees or by such person as they
may authorize at the times and in the manner provided in the Bylaws.
Determinations of net income of any Series or, in the case of a class, belonging
to such Series and allocable to that class, and determinations of income, asset
value, capital gains, expenses, and liabilities made by the Trustees, or by such
person as they may authorize, in good faith, shall be binding on all parties
concerned. The foregoing sentence shall not be construed to protect any Trustee,
officer or agent of the Trust against any liability to the Trust or its security
holders to which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.
If, for any reason, the net income of any Series or class thereof
determined at any time is a negative amount, in the discretion of the Trustees
the pro rata share of such negative amount allocable to each Shareholder of such
Series or class thereof may constitute a liability of such Shareholder of that
Series or class thereof which shall be paid out of such Shareholder's account at
such times and in such manner' as the Trustees may from time to time determine
(i) out of the accrued dividend account of such Shareholder, (ii) by reducing
the number of Shares of that Series or class thereof in the account of such
Shareholder, or (iii) otherwise.
SECTION 2. REDEMPTIONS AND REPURCHASES. The Trust shall purchase such
Shares as are offered by any Shareholder for redemption, upon the presentation
of a proper instrument of transfer together with a request directed to the Trust
or a person designated by the Trust that the Trust purchase such Shares or in
accordance with such other procedures for redemption as the Trustees may from
time to time authorize. The Trust will pay the net asset value next determined
of the Shares, in accordance with the Bylaws, the 1940 Act and the rules of the
Commission, subject to any contingent deferred sales charge or redemption charge
in effect at the time of redemption. Payment for said Shares shall be made by
the Trust to the Shareholder within seven days after the date on which the
request is made or in accordance with such other procedures, consistent with the
1940 Act and the rules of the Commission, as the Trustees may from time to time
authorize. The Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares of any Series or any class to require
the Trust to redeem Shares during any period or at any time when and to the
extent permissible under the 1940 Act. The Trust may also purchase or repurchase
Shares at a price not exceeding the net asset value of such Shares in effect
when the purchase or repurchase or any contract to purchase or repurchase is
made.
The redemption price may in any case be paid wholly or partly in kind if
the Trustees determine that such payment is advisable in the interest of the
remaining Shareholders of the Series the Shares of which are being redeemed. In
making any such payment wholly or partly in kind, the Trust shall, so far as may
be practicable, deliver assets which approximate the diversification of all of
the assets belonging at the time to the Series the Shares of which are being
redeemed. Subject to the foregoing, the fair value, selection and quantity of
securities or other property so paid or delivered as all or part of the
redemption price may be determined by or under authority of the Trustees. In no
case shall the Trust be liable for any delay of any corporation or other person
in transferring securities selected for delivery as all or part of any payment
in kind.
SECTION 3. REDEMPTION AT THE OPTION OF THE TRUST. The Trust shall have the
right at its option and at any time to redeem Shares of any Shareholder at the
net asset value thereof as described in Section 1 of this Article VI: (i) if at
such time such Shareholder owns Shares of any Series or class thereof having an
aggregate net asset value of less than an amount determined from time to time by
the Trustees; or (ii) to the extent that such Shareholder owns Shares equal to
or in excess of a percentage determined from time to time by the Trustees of the
outstanding Shares of the Trust or of any Series or class thereof.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
SECTION 1. COMPENSATION. The Trustees shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their compensation.
Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, legal, accounting, investment banking or other services
and payment for the same by the Trust.
SECTION 2. LIMITATION OF LIABILITY. The Trustees shall not be responsible
or liable in any event for any neglect or wrong-doing of any officer, agent,
employee, Manager or principal underwriter of the Trust, nor shall any Trustee
be responsible for the act or omission of any other Trustee, but nothing herein
contained shall protect any Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever issued, executed or done by or on behalf of
the Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.
ARTICLE VIII
Indemnification
SECTION 1. TRUSTEES, OFFICERS, ETC. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees incurred by any Covered Person in connection
with the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as a party or
otherwise or with which such Covered Person may be or may have been threatened,
while in office or thereafter, by reason of being or having been such a Covered
Person except with respect to any matter as to which such Covered Person shall
have been finally adjudicated in any such action, suit or other proceeding to be
liable to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including counsel fees so
incurred by any such Covered Person (but excluding amounts paid in satisfaction
of judgments, in compromise or as fines or penalties), shall be paid from time
to time by the Trust in advance of the final disposition of any such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
Covered Person to repay amounts so paid to the Trust if it is ultimately
determined that indemnification of such expense is not authorized under this
Article, provided, however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the Trust shall be
insured against losses arising from any such advance payments or (c) either a
majority of the disinterested Trustees acting on the matter (provided that a
majority of the disinterested Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall have determined, based
upon a review of readily available facts (as opposed to a full trial type
inquiry) that there is reason to believe that such Covered Person will be found
entitled to indemnification under this Article.
SECTION 2. COMPROMISE PAYMENT. As to any matter disposed of (whether by
compromise payment pursuant to a consent decree or otherwise) without an
adjudication by a court, or by any other body before which the proceeding was
brought, that such Covered Person is liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office, indemnification
shall be provided if (a) approved, after notice that it involves such
indemnification by at least a majority of the disinterested Trustees acting on
the matter (provided that a majority of the disinterested Trustees then in
office act on the matter) upon a determination, based upon a review of readily
available facts (as apposed to a full trial type inquiry) that such Covered
Person is not liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b) there has been obtained an
opinion in writing of independent legal counsel based upon a review of readily
available facts (as opposed to a full trial type inquiry) to the effect that
such indemnification would not protect such Person against any liability to the
Trust to which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office. Any approval pursuant to this Section shall not
prevent the recovery from any Covered Person of any amount paid to such Covered
Person in accordance with this Section as indemnification if such Covered Person
is subsequently adjudicated by a court of competent jurisdiction to have been
liable to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
SECTION 3. INDEMNIFICATION NOT EXCLUSIVE. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
such Covered Person may be entitled. As used in this Article VIII, the term
"Covered Person" shall include such person's heirs, executors and administrators
and a "disinterested Trustee" is a Trustee who is not an "interested person" of
the Trust as defined in Section 2(a)(19) of the 1940 Act (or who has been
exempted from being an "interested person" by any rule, regulation or order of
the Commission), and against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in this Article shall
affect any rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such person; provided, however, that the
Trust shall not purchase or maintain any such liability insurance in
contravention of applicable law, including without limitation the 1940 Act.
SECTION 4. SHAREHOLDERS. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his or her being or
having been a Shareholder and not because of his or her acts or omissions or for
some other reason, the Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled to be held harmless from and indemnified against all loss and expense
arising from such liability, but only out of the assets of the particular Series
of Shares of which he or she is or was a Shareholder.
ARTICLE IX
Miscellaneous
SECTION 1. TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE. All
persons extending credit to, contracting with or having any claim against the
Trust or any Series shall look only to the assets of the Trust, or, to the
extent that the liability of the Trust may have been expressly limited by
contract to the assets of a particular Series, only to the assets belonging to
the relevant Series, for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor. Nothing in this Declaration of Trust shall protect any Trustee against
any liability to which such Trustee would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate or undertaking made or
issued on behalf of the Trust by the Trustees, by any officers or officer or
otherwise shall give notice that this Declaration of Trust is on file with the
Secretary of The Commonwealth of Massachusetts and shall recite that the same
was executed or made by or on behalf of the Trust or by them as Trustee or
Trustees or as officers or officer or otherwise and not individually and that
the obligations of such instrument are not binding upon any of them or the
shareholders individually but are binding only upon the assets and property of
the Trust or upon the assets belonging to the Series for the benefit of which
the Trustees have caused the note, bond, contract, instrument, certificate or
undertaking to be made or issued, and may contain such further recital as he or
they may deem appropriate, but the omission of any such recital shall not
operate to bind any Trustee or Trustees or officers or officer or Shareholders
or any other person individually.
SECTION 2. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY.
The exercise by the Trustees of their powers and discretion hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his or her own
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee, and for nothing else,
and shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and shall be under no liability for
any act or omission in accordance with such advice or for failing to follow such
advice. The Trustees shall not be required to give any bond as such, nor any
surety if a bond is required.
SECTION 3. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
SECTION 4. TERMINATION OF TRUST OR SERIES. Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust may be
terminated at any time by vote of at least 66-2/3% of the Shares of each Series
entitled to vote and voting separately by Series or by the Trustees by written
notice to the Shareholders. Any Series may be terminated at any time by vote of
at least 66-2/3% of the Shares of that Series or by the Trustees by written
notice to the Shareholders of that Series.
Upon termination of the Trust (or any Series, as the case may be), after
paying or otherwise providing for all charges, taxes, expenses and liabilities
belonging, severally, to each Series (or the applicable Series, as the case may
be), whether due or accrued or anticipated as may be determined by the Trustees,
the Trust shall in accordance with such procedures as the Trustees consider
appropriate reduce the remaining assets belonging, severally, to each Series (or
the applicable Series, as the case may be), to distributable form in cash or
shares or other securities, or any combination thereof, and distribute the
proceeds belonging to each Series (or the applicable Series, as the case may
be), to the Shareholders of that Series, as a Series, ratably according to the
number of Shares of that Series held by the several Shareholders on the date of
termination.
SECTION 5. MERGER AND CONSOLIDATION. The Trustees may cause the assets of
the Trust or the assets of any one or more Series to be merged into or
consolidated with another trust or company, or to the Trust to be held as assets
belonging to another Series, or its shares exchanged under or pursuant to any
state or federal statute, if any, or otherwise to the extent permitted by law,
if such merger or consolidation or share exchange has been authorized by vote of
a majority of the outstanding Shares, as such phrase is defined in the 1940 Act;
provided that in all respects not governed by statute or applicable law, the
Trustees shall have power to prescribe the procedure necessary or appropriate to
accomplish a sale of assets, merger or consolidation.
SECTION 6. FILING OF COPIES, REFERENCES, HEADINGS. The original or a copy
of this instrument and of each amendment hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the Trust with the
Secretary of The Commonwealth of Massachusetts and with any other governmental
office where such filing may from time to time be required. Anyone dealing with
the Trust may rely on a certificate by an officer of the Trust as to whether or
not any such amendments have been made and as to any matters in connection with
the Trust hereunder; and, with the same effect as if it were the original, may
rely on a copy certified by an officer of the Trust to be a copy of this
instrument or of any such amendments. In this instrument and in any such
amendment, references to this instrument, and all expressions like "herein,"
"hereof" and "hereunder" shall be deemed to refer to this instrument as amended
or affected by any such amendments. Headings are place herein for convenience of
reference only and shall not be taken as a part hereof or control or affect the
meaning, construction or effect of this instrument. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original.
SECTION 7. APPLICABLE LAW. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to be governed and
construed and administered according to the laws of said Commonwealth. The Trust
shall be of the type commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust.
SECTION 8. AMENDMENTS. This Declaration of Trust may be amended at any time
by an instrument in writing signed by a majority of the Trustees when authorized
so to do by vote of a majority of the Shares entitled to vote, except that
amendments described in Article III, Section 5 hereof or having the purpose of
changing the name of the Trust or of supplying any omission, curing any
ambiguity or curing, correcting or supplementing any defective or inconsistent
provision contained herein shall not require authorization by Shareholder vote.
SECTION 9. RESIDENT AGENT. CT Corporation System of Boston, Massachusetts
is hereby designated as the resident agent of the Trust in Massachusetts.
(2 Oliver Street, Boston, MA 02109)
Certificate of Secretary
of
Voyageur Investment Trust
Reference is made to the Agreement and Declaration of Trust dated as of
September 16, 1991, as amended, establishing Voyageur Investment Trust (the
"Trust"). The undersigned Theodore E. Jessen, Secretary of the Trust, hereby
certifies that the Amended and Restated Agreement and Declaration of Trust of
the Trust in the form attached hereto (the "Declaration of Trust") was duly
adopted and approved at a meeting of the Board of Trustees of the Trust held on
November 29, 1993, such Declaration of Trust to become effective upon filing
with the Secretary of State of the Commonwealth of Massachusetts.
Dated: February 16, 1994 By:/s/Theodore E. Jessen
-----------------------
Theodore E. Jessen
Secretary of the Trust
AMENDMENT TO BYLAWS
OF
VOYAGEUR INVESTMENT TRUST
(AS ADOPTED BY THE BOARD OF TRUSTEES ON JANUARY 24, 1995)
Effective January 24, 1995, Section 1.3 of the Bylaws of Voyageur
Investment Trust hereby is amended to read in its entirety as follows:
Section 1.3 SERIES NAME. The name of the series represented by
the Series A shares of beneficial interest shall be "Voyageur
Florida Insured Tax Free Fund." The name of the series
represented by the Series B shares of beneficial interest shall
be "Voyageur California Insured Tax Free Fund." The name of the
series represented by the Series C shares of beneficial interest
shall be "Voyageur Kansas Tax Free Fund." The name of the series
represented by the Series D shares of beneficial interest shall
be "Voyageur Missouri Insured Tax Free Fund." The name of the
series represented by the Series E shares of beneficial interest
shall be "Voyageur New Mexico Tax Free Fund." The name of the
series represented by the Series F shares of beneficial interest
shall be "Voyageur Oregon Insured Tax Free Fund." The name of the
series represented by the Series G shares of beneficial interest
shall be "Voyageur Utah Tax Free Fund." The name of the series
represented by the Series H shares of beneficial interest shall
be "Voyageur Washington Insured Tax Free Fund." The name of the
series represented by the Series I shares of beneficial interest
shall be "Voyageur Florida Tax Free Fund."
[The following is a prototype of the Registrant's share certificate. It is a
"one-sided" document professionally printed on paper measuring approximately 8
1/2 inches by 11 1/2 inches. The facing page is in a "landscaped" position and
bordered with intricate, detailed graphics. This similar graphical detail is
found bordering boxes for the number and type of shares as well.]
VOYAGEUR
NUMBER SHARES
[VOID] [VOID]
FORMED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
VOYAGEUR INVESTMENT TRUST
a Massachusetts Business Trust
THIS CERTIFIES THAT
[VOID]
is the owner and
registered holder of
SHARES OF SERIES A SHARES OF BENEFICIAL INTEREST WITHOUT PAR VALUE,
FULLY PAID AND NONASSESSABLE
------- -------
- -------------------- --------------------
------- -------
which shares have been issued and are held under and subject to the terms and
provision of the Agreement and Declaration of Trust dated September 16, 1991,
establishing Voyageur Investment Trust, and all amendments thereto, heretofore
or hereafter made, copies of which are on file with the Secretary of The
Commonwealth of Massachusetts.
No transfer hereof will be of any effect as regards the Trustees of
Voyageur Investment Trust until this certificate, properly endorsed or assigned,
has been surrendered and the transfer recorded on the books of said Trustees.
This certificate is executed on behalf of the Trustees as Trustees and not
individually and the obligations hereof are not binding upon any of the Trustees
or shareholders individually but are binding only upon the assets and property
belonging to Series A. IN WITNESS WHEREOF, the Trustees under said Agreement and
Declaration of Trust have caused this certificate to be executed in their name
and behalf.
Dated:
SECRETARY PRESIDENT
INVESTMENT ADVISORY AGREEMENT
This Agreement, made this 1st day of November, l993, by and between
Voyageur Investment Trust, a Massachusetts business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), on behalf of each Fund
represented by a series of shares of beneficial interest of the Trust 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"),
WITNESSETH:
1. INVESTMENT ADVISORY SERVICES.
(a) The Trust hereby engages Voyageur on behalf of the Funds, and Voyageur
hereby agrees to act, as investment adviser for, and to manage the investment of
the assets of, the Funds.
(b) The investment of the assets of each Fund shall at all times be subject
to the applicable provisions of the Declaration of Trust, the Bylaws, the
Registration Statement, and the current Prospectus and the Statement of
Additional Information, if any, of the Trust and each Fund and shall conform to
the policies and purposes of each Fund as set forth in such documents and as
interpreted from time to time by the Board of Trustees of the Trust. Within the
framework of the investment policies of each Fund, and except as otherwise
permitted by this Agreement, Voyageur shall have the sole and exclusive
responsibility for the management of each Fund's investment portfolio and for
making and executing all investment decisions for each Fund. Voyageur shall
report to the Board of Trustees regularly at such times and in such detail as
the Board may from time to time determine appropriate, in order to permit the
Board to determine the adherence of Voyageur to the investment policies of the
Funds.
(c) Voyageur shall, at its own expense, furnish all office facilities,
equipment and personnel necessary to discharge its responsibilities and duties
hereunder. Voyageur shall arrange, if requested by the Trust, for officers or
employees of Voyageur to serve without compensation from any Fund as directors,
officers, or employees of the Trust if duly elected to such positions by the
shareholders or directors of the Trust (as required by law).
(d) Voyageur hereby acknowledges that all records pertaining to each Fund's
investments are the property of the Trust, and in the event that a transfer of
investment advisory services 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 Trust.
2. COMPENSATION FOR SERVICES.
In payment for the investment advisory and management services to be
rendered by Voyageur hereunder, each Fund shall pay to Voyageur a monthly fee,
which fee shall be paid to Voyageur not later than the fifth business day of the
month following the month in which said services were rendered. The monthly fee
payable by each Fund shall be as set forth in EXHIBIT A hereto, which may be
updated from time to time to reflect amendments, if any, to EXHIBIT A. The
monthly fee payable by each Fund shall be based on the average of the net asset
values of all of the issued and outstanding shares of the Fund as determined as
of the close of each business day of the month pursuant to the Agreement,
Declaration of Trust, Bylaws, and currently effective Prospectus and Statement
of Additional Information of the Trust and the Fund. For purposes of calculating
each Fund's average daily net assets, as such term is used in this Agreement,
each Fund's net assets shall equal its total assets minus (a) its total
liabilities and (b) its net orders receivable from dealers.
3. ALLOCATION OF EXPENSES.
(a) In addition to the fee described in Section 2 hereof, each Fund shall
pay all its costs and expenses which are not assumed by Voyageur. These Fund
expenses include, by way of example, but not by way of limitation, all expenses
incurred in the operation of the Fund and any public offering of its shares,
including, among others, Rule 12b-1 plan of distribution fees (if any),
interest, taxes, brokerage fees and commissions, fees of the directors who are
not employees of Voyageur or the principal underwriter of the Fund's shares (the
"Underwriter"), 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 the Fund), expenses of
printing and mailing certificates representing shares of the Fund, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents, accounting services agents, investor servicing agents, and bookkeeping,
auditing, and legal expenses. Each Fund will also pay the fees and bear the
expense of registering and maintaining the registration of the 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 and reports to shareholders.
(b) The Underwriter shall bear all advertising and promotional expenses in
connection with the distribution of each Fund's shares, including paying for
prospectuses for new shareholders, except as provided in the following sentence.
No Fund shall use any of its assets to finance costs incurred in connection with
the distribution of its shares except pursuant to a plan of distribution, if
any, adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (as
amended, the "Act").
4. LIMIT ON EXPENSES.
Voyageur shall reimburse each Fund, in an amount not in excess of the
investment advisory and management fee payable by such Fund, if, and to the
extent that, the aggregate operating expenses of the Trust, including the
investment advisory and management fee and deferred organizational costs but
excluding Rule 12b-1 plan of distribution fees (if any), interest expense, taxes
and brokerage fees and commissions, are in excess of the expense limit
applicable to such Fund, which is set forth in EXHIBIT A hereto.
5. 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.
6. REPORTS TO DIRECTORS OF THE FUND.
Appropriate officers of Voyageur shall provide the trustees of the Trust
with such information as is required by any plan of distribution adopted by the
Trust on behalf of any Fund pursuant to Rule 12b-1 under the Act.
7. EFFECTIVE DATE, DURATION 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 Trustees of the
Trust 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 trustees of the Trust
who are not parties to this Agreement or "interested persons", as defined in the
Act, of Voyageur or of the Trust 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 Trustees of the Trust 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).
(e) No amendment to this Agreement shall be effective with respect to any
Fund until approved by the vote of: (i) a majority of the trustees of the Trust
who are not parties to this Agreement or "interested persons" (as defined in the
Act) of Voyageur or of the Trust cast in person at a meeting called for the
purpose of voting on such approval; and (ii) a majority of the outstanding
voting securities of the applicable Fund.
(f) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities or shares of a Fund
shall mean the lesser of (i) the vote of 67% or more of the voting securities of
such Fund present at a regular or special meeting of shareholders duly called,
if more than 50% of the Fund's outstanding voting securities are present or
represented by proxy, or (ii) the vote of more than 50% of the outstanding
voting securities of such Fund.
8. 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.
9. 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 the Agreement.
10. SPECIAL NOTICE.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice
hereby is given that this Agreement was executed and delivered on behalf of the
Trust by a duly authorized officer of the Trust in such person's capacity as an
officer of the Trust, and not individually, and the obligations of the Trust
under this Agreement are not binding upon any of the officers, trustees or
shareholders of the Trust individually, but are binding only upon the assets and
property of the applicable Funds of the Trust for the benefit of which the
trustees have caused this Agreement to be executed and delivered.
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 INVESTMENT TRUST
By /s/John Taft
-------------------------
Its /s/[Blank]
------------------------
VOYAGEUR FUND MANAGERS, INC.
By /s/
-------------------------
Its /s/
-----------------------
Exhibit A
to
Investment Advisory Agreement
between
Voyageur Fund Managers, Inc.
and
Voyageur Investment Trust
MONTHLY
ADVISORY FEE
(as % of average
FUND EFFECTIVE DATE daily net assets)
---- -------------- -----------------
Series A--Voyageur Florida
Insured Tax Free Fund November 1, 1993 .041666% (1)
Series B--Voyageur California
Insured Tax Free Fund November 1, 1993 .041666% (1)
Series C--Voyageur Kansas
Tax Free Fund November 1, 1993 .041666% (1)
Series D--Voyageur Missouri
Insured Tax Free Fund November 1, 1993 .041666% (1)
Series E--Voyageur New Mexico
Tax Free Fund November 1, 1993 .041666% (1)
Series F--Voyageur Oregon
Insured Tax Free Fund November 1, 1993 .041666% (1)
Series G--Voyageur Utah
Tax Free Fund November 1, 1993 .041666% (1)
Series H--Voyageur Washington
Insured Tax Free Fund November 1, 1993 .041666% (1)
Series I--Voyageur Florida
Tax Free Fund March 1, 1995 .041666% (1)
(1) Voyageur shall reimburse each Fund, in an amount not in excess of the
administrative services fee payable by the Fund under the Administrative
Services Agreement between the Fund and Voyageur and the advisory and
management fee payable by the Fund hereunder, if, and to the extent that,
the aggregate operating expenses of the Fund -- including the advisory and
management fee, the administrative services fee and deferred organizational
costs, but excluding interest expense, taxes, brokerage fees and
commissions, insurance premiums on portfolio securities (if any) and Rule
12b-1 fees (if any) -- are in excess of 1.00% (on an annual basis) of the
average daily net assets of each Fund (the "Expense Limit"). Voyageur shall
first reimburse to the Fund the advisory and management fee payable
hereunder by the Fund, and then, to the extent necessary to reduce the
Fund's expenses to the Expense Limit, shall reimburse to the Fund the
administrative services agreement fee payable under the Administrative
Services Agreement between the Fund and Voyageur.
VOYAGEUR INVESTMENT TRUST
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of March 1995 by
and between Voyageur Investment Trust, a Massachusetts business trust (the
"Trust"), for and on behalf of each series (each series is referred to
hereinafter as a "Fund") and Voyageur Fund Distributors, Inc., a Minnesota
corporation (the "Underwriter"). This Agreement shall apply to each class of
shares offered by the following Funds:
Voyageur California Insured Tax Free Fund (currently offering Classes A, B
and C shares)
Voyageur Florida Insured Tax Free Fund (currently offering Classes A, B and
C shares)
Voyageur Kansas Tax Free Fund (currently offering Classes A, B and C
shares)
Voyageur Missouri Insured Tax Free Fund (currently offering Classes A, B
and C shares)
Voyageur New Mexico Tax Free Fund (currently offering Classes A, B and C
shares)
Voyageur Oregon Insured Tax Free Fund (currently offering Classes A, B and
C shares)
Voyageur Utah Tax Free Fund (currently offering Classes A, B and C shares)
Voyageur Washington Insured Tax Free Fund (currently offering Classes A, B
and C shares)
Voyaguer Florida Tax Free Fund (currently offering Classes A, B and C
shares)
WITNESSETH:
1. UNDERWRITING SERVICES
The Trust on behalf of each Fund hereby engages the Underwriter, and the
Underwriter hereby agrees to act, as principal underwriter for each Fund in the
sale and distribution of the shares of each Class of such Fund to the public,
either through dealers or otherwise. The Underwriter agrees to offer such shares
for sale at all times when such shares are available for sale and may lawfully
be offered for sale and sold.
2. SALE OF SHARES
The shares of each Fund are to be sold only on the following terms:
(a) All subscriptions, offers, or sales shall be subject to acceptance or
rejection by the Trust. Any offer or sale shall be conclusively
presumed to have been accepted by the Trust if the Trust shall fail to
notify the Underwriter of the rejection of such offer or sale prior to
the computation of the net asset value of such shares next following
receipt by the Trust of notice of such offer or sale.
(b) No share of a Fund shall be sold by the Underwriter (i) for any
consideration other than cash or, pursuant to any exchange privilege
provided for by the applicable currently effective Prospectus or
Statement of Additional Information, shares of any other investment
company for which the Underwriter acts as an underwriter, or
(ii)except in instances otherwise provided for by the applicable
currently effective Prospectus or Statement of Additional Information,
for any amount less than the public offering price per share, which
shall be determined in accordance with the applicable currently
effective Prospectus and Statement of Additional Information.
(c) In connection with certain sales of shares, a contingent deferred
sales charge will be imposed in the event of a redemption transaction
occurring within a certain period of time following such a purchase,
as described in the applicable currently effective Prospectus and
Statement of Additional Information.
(d) The front-end sales charge, if any, for any Class of shares of a Fund
may, at the discretion of the Trust and the Underwriter, be reduced or
eliminated as permitted by the Investment Company Act of 1940, and the
rules and regulations thereunder, as they may be amended from time to
time (the "1940 Act"), provided that such reduction or elimination
shall be set forth in the Prospectus for such Class, and provided that
the Trust shall in no event receive for any shares sold an amount less
than the net asset value thereof. In addition, any contingent deferred
sales charge for any Class of shares of a Fund may, at the discretion
of the Trust and the Underwriter, be reduced or eliminated in
accordance with the terms of an exemptive order received from, or any
applicable rule or rules promulgated by, the Securities and Exchange
Commission, provided that such reduction or elimination shall be set
forth in the Prospectus for such Class of shares.
(e) With respect to each Fund offering more than one class of shares, the
Underwriter shall require any securities dealer entering into a
selected dealer agreement with the Underwriter to disclose to
prospective investors the existence of all available Classes of such
Fund and to determine the suitability of each available Class as an
investment for each such prospective investor.
3. REGISTRATION OF SHARES
The Trust agrees to make prompt and reasonable efforts to effect and keep
in effect, at its expense, the registration or qualification of each Fund's
shares for sale in such jurisdictions as the Trust may designate.
4. INFORMATION TO BE FURNISHED TO THE UNDERWRITER
The Trust agrees that it will furnish the Underwriter with such information
with respect to the affairs and accounts of the Trust (and each Fund or Class
thereof) as the Underwriter may from time to time reasonably require, and
further agrees that the Underwriter, at all reasonable times, shall be permitted
to inspect the books and records of the Trust.
5. ALLOCATION OF EXPENSES
During the period of this Agreement, the Trust shall pay or cause to be
paid all expenses, costs and fees incurred by the Trust which are not assumed by
the Underwriter. The Underwriter agrees to provide, and shall pay costs which it
incurs in connection with providing, administrative or accounting services to
shareholders of each Fund (such costs are referred to as "Shareholder Servicing
Costs"). Shareholder Servicing Costs include all expenses of the Underwriter
incurred in connection with providing administrative or accounting services to
shareholders of each Fund, including, but not limited to, an allocation of the
Underwriter's overhead and payments made to persons, including employees of the
Underwriter, who respond to inquiries of shareholders regarding their ownership
of Fund shares, or who provide other administrative or accounting services not
otherwise required to be provided by the applicable Fund's investment adviser or
transfer agent. The Underwriter shall also pay all costs of distributing the
shares of each Fund ("Distribution Expenses"). Distribution Expenses include,
but are not limited to, initial and ongoing sales compensation (in addition to
sales loads) paid to investment executives of the Underwriter and to other
broker-dealers and participating financial institutions; expenses incurred in
the printing of prospectuses, statements of additional information and reports
used for sales purposes; expenses of preparation and distribution of sales
literature; expenses of advertising of any type; an allocation of the
Underwriter's overhead; payments to and expenses of persons who provide support
services in connection with the distribution of Fund shares; and other
distribution-related expenses.
6. COMPENSATION TO THE UNDERWRITER
As compensation for all of its services provided and its costs assumed
under this Agreement, the Underwriter shall receive the following forms and
amounts of compensation:
(a) The Underwriter shall be entitled to receive or retain any front-end
sales charge imposed in connection with sales of shares of each Fund, as set
forth in the applicable current Prospectus. Up to the entire amount of such
front-end sales charge may be reallowed by the Underwriter to broker-dealers and
participating financial institutions in connection with their sale of Fund
shares. The amount of the front-end sales charge (if any) may be retained or
deducted by the Underwriter from any sums received by it in payment for shares
so sold. If such amount is not deducted by the Underwriter from such payments,
such amount shall be paid to the Underwriter by the Trust not later than five
business days after the close of any calendar quarter during which any such
sales were made by the Underwriter and payment received by the Trust.
(b) The Underwriter shall be entitled to receive or retain any contingent
deferred sales charge imposed in connection with any redemption of shares of
each Fund, as set forth in the applicable current Prospectus.
(c) Pursuant to the Trust's Plan of Distribution adopted in accordance with
Rule 12b-1 under the 1940 Act (the "Plan"):
(i) Class A of each Fund offering shares of such Class is obligated to
pay the Underwriter a total fee in connection with the servicing of
shareholder accounts of such Class and in connection with
distribution-related services provided in respect of such Class, calculated
and payable quarterly, at the annual rate of .25% of the value of the
average daily net assets of such Class, as applicable. All or any portion
of such total fee may be payable as a Shareholder Servicing Fee, and all or
any portion of such total fee may be payable as a Distribution Fee, as
determined from time to time by the Trust's Board of Trustees. Until
further action by the Board of Trustees, all of such fee shall be
designated and payable as a Shareholder Servicing Fee.
(ii) Class B of each Fund offering shares of such Class is obligated
to pay the Underwriter a total fee in connection with the servicing of
shareholder accounts of such Class and in connection with
distribution-related services provided in respect of such Class, calculated
and payable quarterly, at the annual rate of 1.00% of the value of the
average daily net assets of such Class. All or any portion of such total
fee may be payable as a Shareholder Servicing Fee, and all or any portion
of such total fee may be payable as a Distribution Fee, as determined from
time to time by the Trust's Board of Trustees. Until further action by the
Board of Trustees, a portion of such total fee equal to .25% per annum of
Class B's average net assets shall be designated and payable as a
Shareholder Servicing Fee and the remainder of such fee shall be designated
as a Distribution Fee.
(iii) Clwith the servicing of shareholder accounts of such class and
in connection with distribution-related services provided in respect of
such class, calculated and payable quarterly, at the annual rate of 1.00%
of the value of the average daily net assets of such class. All or any
portion of such total fee may be payable as a Shareholder Servicing Fee,
and all or any portion of such total fee may be payable as a Distribution
Fee, as determined from time to time by the Company's Board of Directors.
Until further action by the Board of Directors, a portion of such total fee
equal to .25% per annum of the average daily net assets of such class shall
be designated and payable as a Shareholder Servicing Fee and the remainder
of such fee shall be designated as a Distribution Fee.
Average daily net assets shall be computed in accordance with the
applicable currently effective Prospectus. Amounts payable to the Underwriter
under the Plan may exceed or be less than the Underwriter's actual Distribution
Expenses and Shareholder Servicing Costs. In the event such Distribution
Expenses and Shareholder Servicing Costs exceed amounts payable to the
Underwriter under the Plan, the Underwriter shall not be entitled to
reimbursement by the Trust.
(d) In each year during which this Agreement remains in effect, the
Underwriter will prepare and furnish to the Board of Trustees of the Trust, and
the Board will review, on a quarterly basis, written reports complying with the
requirements of Rule 12b-1 under the 1940 Act that set forth the amounts
expended under this Agreement and the Plan on a Class by Class basis as
applicable, and the purposes for which those expenditures were made.
7. LIMITATION OF THE UNDERWRITER'S AUTHORITY
The Underwriter shall be deemed to be an independent contractor and, except
as specifically provided or authorized herein, shall have no authority to act
for or represent any Fund or the Trust.
8. SUBSCRIPTION FOR SHARES--REFUND FOR CANCELLED ORDERS
The Underwriter shall subscribe for the shares of a Fund only for the
purpose of covering purchase orders already received by it or for the purpose of
investment for its own account. In the event that an order for the purchase of
shares of a Fund is placed with the Underwriter by a customer or dealer and
subsequently canceled, the Underwriter shall forthwith cancel the subscription
for such shares entered on the books of the Fund, and, if the Underwriter has
paid the Fund for such shares, shall be entitled to receive from the Fund in
refund of such payment the lesser of:
(a) the consideration received by the Fund for said shares; or
(b) the net asset value of such shares at the time of cancellation by the
Underwriter.
9. INDEMNIFICATION OF THE TRUST
The Underwriter agrees to indemnify each Fund and the Trust against any and
all litigation and other legal proceedings of any kind or nature and against any
liability, judgment, cost, or penalty imposed as a result of such litigation or
proceedings in any way arising out of or in connection with the sale or
distribution of the shares of such Fund by the Underwriter. In the event of the
threat or institution of any such litigation or legal proceedings against any
Fund, the Underwriter shall defend such action on behalf of the Fund or the
Trust at the Underwriter's own expense, and shall pay any such liability,
judgment, cost, or penalty resulting therefrom, whether imposed by legal
authority or agreed upon by way of compromise and settlement; provided, however,
the Underwriter shall not be required to pay or reimburse a Fund for any
liability, judgment, cost, or penalty incurred as a result of information
supplied by, or as the result of the omission to supply information by, the
Trust to the Underwriter, or to the Underwriter by a director, officer, or
employee of the Trust who is not an "interested person," as defined in the
provisions of the 1940 Act, of the Underwriter, unless the information so
supplied or omitted was available to the Underwriter or the Fund's investment
adviser without recourse to the Fund or the Trust or any such person referred to
above.
10. FREEDOM TO DEAL WITH THIRD PARTIES
The Underwriter shall be free to render to others services of a nature
either similar to or different from those rendered under this contract, except
such as may impair its performance of the services and duties to be rendered by
it hereunder.
11. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
(a) The effective date of this Agreement is set forth in the first
paragraph of this Agreement. Unless sooner terminated as hereinafter provided,
this Agreement shall continue in effect for a period of one year after the date
of its execution, and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by a vote of the Board of
Trustees of the Trust, and of the trustees who are not "interested persons" (as
defined in the provisions of the 1940 Act) of the Trust and have no direct or
indirect financial interest in the operation of the Plan or in any agreement
related to the Plan (including, without limitation, this Agreement), cast in
person at a meeting called for the purpose of voting on this Agreement.
(b) This Agreement may be terminated at any time with respect to any Fund
(or, if applicable, Class thereof), without the payment of any penalty, by the
vote of a majority of the members of the Board of Trustees of the Trust who are
not "interested persons" (as defined in the provisions of the 1940 Act) of the
Trust and have no direct or indirect financial interest in the operation of the
Plan or in any agreement related to the Plan (including, without limitation,
this Agreement), or by the vote of a majority of the outstanding voting
securities of such Fund (or, if applicable, Class thereof), or by the
Underwriter, upon 60 days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
"assignment" (as defined by the provisions of the 1940 Act).
(d) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities of a Fund (or Class
thereof) shall mean the lesser of (i) the vote of 67% or more of the voting
securities of such Fund (or Class thereof) present at a regular or special
meeting of shareholders duly called, if more than 50% of the Fund's (or Class's,
as applicable) outstanding voting securities are present or represented by
proxy, or (ii) the vote of more than 50% of the outstanding voting securities of
such Fund (or Class thereof).
12. AMENDMENTS TO AGREEMENT
No material amendment to this Agreement shall be effective until approved
by the Underwriter and by vote of a majority of the Board of Trustees of the
Trust who are not interested persons of the Underwriter.
13. 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.
14. SPECIAL NOTICE
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice
hereby is given that this Agreement was executed and delivered on behalf of the
Trust by a duly authorized officer of the Trust in such person's capacity as an
officer of the Trust, and not individually, and the obligations of the Trust
under this Agreement are not binding upon any of the officers, trustees or
shareholders of the Trust individually, but are binding only upon the assets and
property of the applicable Funds (or Class or Classes thereof) of the Trust for
the benefit of which the trustees have authorized that this Agreement be
executed and delivered.
IN WITNESS WHEREOF, the Trust and the Underwriter have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
VOYAGEUR INVESTMENT TRUST
By /s/ Kenneth R. Larsen
--------------------------------
Kenneth R. Larsen
Its /s/Treasurer
-----------------------------
Treasurer
VOYAGEUR FUND DISTRIBUTORS, INC.
By /s/Kenneth R. Larsen
--------------------------------
Kenneth R. Larsen
Its /s/CFO
----------------------------
CFO
VOYAGEUR FUND DISTRIBUTORS, INC.
90 South Seventh Street
Minneapolis, MN 55402
DEALER SALES AGREEMENT
Dear Sir or Madam:
This Dealer Sales Agreement (the "Agreement") made as of the date set forth
below, by and between Voyageur Fund Distributors, Inc., (the "Underwriter"), and
you (the "Dealer"), sets forth the terms of selling arrangements between the
Underwriter and you as Dealer.
WHEREAS, the Underwriter has entered into Distribution Agreements with
certain investment companies, including open-end investment companies and unit
investment trusts (the "Funds"), under which the Underwriter was engaged and
agreed to act as principal underwriter of the securities of such Funds to the
public, either through dealers or otherwise; and
WHEREAS, the parties hereto desire that the Dealer be a member of a selling
group to sell and distribute shares or units of the Funds' securities to the
public;
NOW, THEREFORE, the Dealer hereby offers to become a member in a selling
group to sell and distribute the Funds' securities to the public and to render
certain shareholder services, subject to the following terms and conditions.
1. ACCEPTANCE OF SUBSCRIPTIONS. Subscriptions solicited by you will be
accepted only at the price, in the amounts, and on the terms which are set forth
in the then current Prospectuses (the term "Prospectus" shall also include any
Statement of Additional Information incorporated therein by reference) of the
Funds.
2. DEALER DISCOUNT AND OTHER COMPENSATION. The Dealer shall receive, for
sales of the Funds' shares or units, the applicable Dealer Discount or other
compensation as set forth in the then current prospectus of the relevant Fund.
Additionally, with respect to certain of the Funds, the Dealer may be entitled
to receive additional compensation upon such terms and conditions and in such
amounts as set forth in such Prospectus (and on Schedule A attached hereto with
respect to sales of money market Funds) for providing to Fund shareholders
certain personal and account maintenance services (including, but not limited
to, responding to shareholder inquiries and providing information on their
investments) not otherwise required to be provided by the applicable Funds'
investment adviser or transfer agent ("Service Fees") or (in addition to the
aforementioned Dealer Discount) for sales of the applicable Fund's securities("
Distribution Fees"). These additional amounts may be amended in the Prospectus
or Schedule A in whole or in part without notice from time to time by the
Underwriter.
3. ORDERS. Orders to purchase shares or units of any Fund shall be placed
as described in the then current Prospectus of the applicable Fund and as
instructed from time to time by the Underwriter. Orders shall be placed promptly
upon receipt, and there shall be no postponement of orders received so as to
profit the Dealer by reason of such postponement. Each order shall be confirmed
by the Dealer in writing on the day such order was placed. Payment for shares or
units ordered from us shall be in New York or Boston clearinghouse funds
received by us by the later of: (i) the end of the fifth business day following
your receipt of the customer's order to purchase such shares or units or (ii)
the end of one business day following your receipt of the customer's payment for
such shares or units, but in no event later than the end of the eighth business
day following your receipt of the customer's order; PROVIDED, HOWEVER, that
commencing as of June 1, 1995 and in accordance with Rule 15c6-1 under the
Securities Exchange Act of 1934, as amended, payment for such shares or units
must be received by us not later than the end of the third business day
following your receipt of the customer's order. If such payment is not received
by us, we reserve the right, without notice, forthwith to cancel the sale, or,
in the case of shares, at our option, to sell the shares ordered back to the
issuer, in which case we may hold you responsible for any loss, including loss
of profit, suffered by us resulting from your failure to make payment as
aforesaid.
4. GENERAL. In soliciting purchases of shares or units of any Fund, the
Dealer shall act as an independent contractor and not as an agent of the
Underwriter or the Fund. The Dealer agrees that neither the Underwriter nor any
other dealer nor any of the Funds shall be deemed an agent of the Dealer.
Nothing herein shall constitute the Dealer as a partner of the Underwriter, any
other dealer or any of the Funds, or render any such entity liable for
obligations of the Dealer. The Dealer understands and agrees that each
shareholder account which includes shares or units of any Fund subject to the
Fund's contingent deferred sales charge (as described in the applicable Fund's
current Prospectus) shall not be included the Dealer's omnibus or house account,
if any, but shall be established as a separate shareholder account in which
purchase and redemption transactions are reported separately to the Underwriter.
5. DEALER'S UNDERTAKINGS. No person is authorized to make any
representation concerning shares or units of any Fund except those contained in
the then current Prospectus of the applicable Fund. The Dealer shall not sell
shares or units of any Fund pursuant to this Agreement unless the then current
Prospectus of the applicable Fund is furnished to the purchaser prior to the
offer and sale. The Dealer shall not use any supplemental sales literature of
any kind without prior written approval of the Underwriter unless it is
furnished by the Underwriter for such purpose. In offering and selling shares or
units of any Fund, the Dealer will rely solely on the representations contained
in the then current Prospectus of the applicable Fund. With respect to any Fund
offering multiple classes of shares, the Dealer shall disclose to prospective
investors the existence of all available classes of such Fund and shall
determine the suitability of each available class as an investment for each such
prospective investor. Notwithstanding Paragraph 8 of this Agreement, the Dealer
agrees to indemnify and to hold harmless the Funds and/or the Underwriter from
and against any and all claims, liability, expense or loss in any way arising
out of or in any way connected with (i) any violation of this Paragraph 5, (ii)
any account established by the Dealer, or for which the Dealer is broker-dealer
of record, with a "transfer on death", "payable on death" or other similar
restriction or (iii) arising out of or in any way connected with the Dealer's
willful, reckless or negligent violation of any law, regulation, contract or
other arrangement; provided that the notice provisions set forth in Paragraph 9
with respect to the Underwriter shall apply equally under this Agreement with
respect to the Dealer.
6. REPRESENTATIONS AND AGREEMENTS OF THE DEALER. By accepting this
Agreement, the Dealer represents that it: (i) is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended; (ii) is qualified to act
as a dealer in each jurisdiction in which it will offer shares of any Fund;
(iii) is a member in good standing of the National Association of Securities
Dealers, Inc.; and (iv) will maintain such registrations, qualifications and
memberships throughout the term of this Agreement. The Dealer shall comply with
all applicable federal laws, the laws of each jurisdiction in which it will
offer shares of any Fund, and the rules and regulations of the National
Association of Securities Dealers, Inc. The Dealer shall not be entitled to any
compensation during any period in which it has been suspended or expelled from
membership in the National Association of Securities Dealers, Inc.
7. DEALER'S EMPLOYEES. By accepting this Agreement, the Dealer assumes full
responsibility for thorough and prior training of its representatives concerning
the selling methods to be used in connection with the offer and sale of shares
of the Fund, giving special emphasis to the principles of full and fair
disclosure to prospective investors.
8. INDEMNIFICATION. Except as otherwise provided in this Agreement, the
Underwriter hereby agrees to indemnify and to hold harmless the Dealer and each
person, if any, who controls the Dealer within the meaning of Section 15 of the
Securities Act of 1933 (the "Act") and their respective successors and assigns
(hereinafter in this paragraph separately and collectively referred to as the
"Defendants") from and against any and all losses, claims, demands or
liabilities, joint or several, to which the Defendants may become subject under
the Act, at common law or otherwise (including any legal or other expense
reasonably incurred in connection therewith), insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement of a material fact contained in the then current
Prospectuses (and/or Statements of Additional Information) of the Funds or arise
out of or are based upon the omission or alleged omission to state therein a
material fact that is required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided that this indemnity agreement is subject to the
condition that notice be given as provided in paragraph 9.
9. NOTICE. Upon the presentation in writing of any claim or the
commencement of any suit against any Defendant in respect of which
indemnification may be sought from the Underwriter on account of its agreement
contained in the preceding sentence, such Defendant shall with reasonable
promptness give notice in writing of such suit to the Underwriter, but failure
so to give such notice shall not relieve the Underwriter from any liability that
it may have to the Defendants otherwise than on account of said indemnity
agreement. The Underwriter shall be entitled to participate at its own expense
in the defense, or, if it so elects, to assume the defense of any such claim or
suit, but if the Underwriter elects to assume the defense, such defense shall be
conducted by counsel chosen by it and satisfactory to the Defendants who are
parties to such suit or against whom such claim is presented. If the Underwriter
elects to assume the defense and retain such counsel as herein provided, such
Defendant shall bear the fees and expenses subsequently incurred of any
additional counsel retained by them. The Underwriter agrees to notify the Dealer
promptly, as soon as it has knowledge thereof, of the commencement of any
litigation or proceedings against the Underwriter or any of the Funds or any of
their directors or officers, in connection with the offer or sale of shares of
the Funds' common stock to the public. The Underwriter's obligation under this
paragraph shall survive the termination of this Agreement.
10. ASSIGNMENT. The Underwriter may assign this Agreement to an affiliate
upon notice to the Dealer. This Agreement may not be assigned by the Dealer.
11. TERMINATION. Either party may terminate this Agreement at any time upon
giving written notice to the other party hereto. This Agreement shall terminate
automatically upon an "assignment" as defined in the Investment Company Act of
1940.
12. WAIVER. No failure, neglect or forbearance on the part of the
Underwriter to require strict performance of this Agreement shall be construed
as a waiver of the rights or remedies of the Underwriter hereunder.
13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Minnesota without reference to the choice of laws or
conflicts principles of such state.
14. SUSPENDING SALES, AMENDING OR CANCELING THIS AGREEMENT. The Underwriter
may, at any time, without notice, suspend sales or withdraw any offering of
shares entirely. The Underwriter reserves the right to amend or cancel this
Agreement upon notice to you. The Dealer agrees that any order to purchase
shares of Funds placed after notice of any amendment to this Agreement has been
sent to the Dealer shall constitute the Dealer's agreement to any such
amendment.
DEALER:
_____________________________ __________________________
(Name) (NSCC Clearing Number)
_____________________________ __________________________
(Tax Identification Number) (NSCC Executing Broker Symbol)
_____________________________ __________________________
(Street Address) (Telephone Number)
_____________________________
(City) (State) (Zip)
Date of offer:__________________, 19___
By________________________________________________
(Signature)
Please Print Name_________________________________
Its_______________________________________________
(Title)
VOYAGEUR FUND DISTRIBUTORS, INC.
By:_____________________________
Name: Frank C. Tonnemaker
Title : President
SCHEDULE A
<TABLE>
<CAPTION>
MONEY MARKET SHARES
A. For money market shares sold by a dealer participating in the Voyageur Cash Advantage Program*:
Average Annual
Fund Aggregate Balance Annual Fee
---- ----------------- ----------
<S> <C> <C>
Voyageur Cash Trust Series $0 - $5 million.............. .40%
Voyageur Minnesota Municipal Cash Trust over $5 million - $10 million .45%
over $10 million............. .50%
Voyageur California Municipal Cash Trust not applicable............... .25%
Voyageur Florida Municipal Cash Trust not applicable............... .25%
B. For money market shares sold by a dealer not participating in the Voyageur Cash Advantage Program*:
Average Annual
Fund Aggregate Balance Annual Fee
---- ----------------- -----------
Voyageur Cash Trust Series not applicable............... .30%
Voyageur Minnesota Cash Trust Series not applicable .............. .25%
Voyageur California Cash Trust Series not applicable .............. .25%
Voyageur Florida Cash Trust Series not applicable............... .25%
</TABLE>
* The Voyageur Cash Advantage Program permits broker/dealers to use the Voyageur
Cash Trust Series of Money Market Funds and additional selected money market
funds as a "proprietary" money market fund family. In order to participate in
the Program, broker/dealers must communicate purchase and sell orders to
Voyageur through electronic or telephonic media, must maintain a single omnibus
account for each applicable Cash Trust Series and must perform all necessary
subaccounting and record keeping for individual client accounts.
FORM OF VOYAGEUR
BANK SALES AGREEMENT
THIS AGREEMENT, made this ________ day of __________, 1995, by and between
Voyageur Fund Distributors, Inc. ("Voyageur"), having its principal office at 90
South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402, and
_______________________ (the "Bank"), having its principal office at
_______________________________________________________________________________.
WHEREAS, Voyageur is engaged in certain distribution and marketing
activities for certain registered investment companies including open-end
investment companies and unit investment trusts (the "Funds"); and
WHEREAS, the parties hereto desire that the Bank be enabled to purchase
shares or units of the Funds' securities solely upon the order of, and for the
account of, customers of the Bank, as agent for such customers;
NOW, THEREFORE, the Bank hereby offers to purchase shares or units of the
Funds' securities and to render certain shareholder services, subject to the
following terms and conditions.
1. CUSTOMERS. The customers referred to in this Agreement are the Bank's
customers and not customers of Voyageur. Voyageur shall execute
transactions for the Bank's customers only upon the Bank's authorization,
it being understood in all cases that (a) the Bank is at all times acting
as the agent of the customer and not of the funds or Voyageur; (b) the
transactions are without recourse against the Bank by the customer; (c) as
between the Bank and the customer, the customer will have full beneficial
ownership of the securities; (d) each transaction is initiated solely upon
the order of the customer without any investment discretion by the Bank;
and (e) each transaction is for the account of the customer and not for the
Bank's account. It is understood and agreed that whether securities are
registered in the purchaser's name, in the Bank's name, or in the name of
the Bank's nominee, the customer will have full beneficial ownership of the
securities. The Bank agrees that it will not withhold placing orders
received from its customers so as to profit itself as a result of such
withholding, and the Bank will place orders for purchases and redemptions
promptly upon receipt from its clients.
2. ACCEPTANCE OF SUBSCRIPTIONS. Purchases made by the Bank on behalf of its
customers will be accepted only at the price, in the amounts, and on the
terms which are set forth in the then current Prospectus (and/or Statement
of Additional Information) of the respective Fund.
3. BANK DISCOUNT AND OTHER COMPENSATION. The Bank shall receive, for each
purchase of shares or units of any of the Funds for customers of the Bank,
as agent for such customers, the applicable Dealer Discount or other
compensation as set forth in the relevant Prospectus (and on Schedule A
hereto with respect to sales of money market funds). Additionally, with
respect to certain of the Funds, the Bank may be entitled to receive
additional compensation upon such terms and conditions and in such amounts
as set forth in the Prospectus providing to Fund shareholders certain
personal and account maintenance services (including, but not limited to,
responding to shareholder inquiries and providing information on their
investments) not otherwise required to be provided by the applicable Fund's
investment adviser or transfer agent ("Service Fees") or (in addition to
the aforementioned Dealer Discount) for sales of shares or units of the
applicable Funds' securities ("Distribution Fee"). Schedule A may be
amended in whole or in part without notice from time to time by Voyageur.
4. ORDERS. Orders to purchase shares or units of the Funds shall be placed as
described in the then current Prospectus (and/or Statement of Additional
Information) of the respective Fund and as instructed from time to time by
Voyageur. Orders shall be placed promptly upon receipt, and there shall be
no postponement of orders received so as to profit the Bank by reason of
such postponement. Each order shall be confirmed by the Bank in writing on
the day such order was placed.
5. GENERAL. In purchasing shares or units of the Funds for customers of the
Bank, as agent for such customers, the Bank shall act as an independent
contractor and not as an agent of Voyageur or the Funds. The Bank
understands and agrees that each shareholder account which includes shares
or units of any Fund subject to the Fund's contingent deferred sales charge
(as described in the applicable Fund's current Prospectus and Statement of
Additional Information) shall not be included in the Bank's omnibus or
house account, if any, but shall be established as a separate shareholder
account in which purchase and redemption transactions are reported
separately to Voyageur.
6. BANK'S UNDERTAKINGS. No person is authorized to make any representation
concerning shares or units of the Funds except those contained in the then
current Prospectus (and/or Statement of Additional Information) of the
respective Fund; provided that all prospective purchasers of Fund shares or
units, prior to the Bank's submission of an order for Fund shares or units
on behalf of such person, shall be informed that an investment in Fund
shares or units is not an obligation of the Bank, and such an investment is
not protected or covered by any deposit insurance. The Bank shall not
purchase shares or units of the Funds for customers of the Bank, as agent
for such customers, pursuant to this Agreement unless the then current
Prospectus of the respective Fund is furnished to the customer prior to the
offer and sale. The Bank shall not use any supplemental sales literature of
any kind without prior written approval of Voyageur unless it is furnished
by Voyageur for such purpose. In purchasing shares or units of the Funds
for customers of the Bank, as agent for such customers, the Bank will rely
solely on the representations contained in the then current Prospectus
(and/or Statement of Additional Information) of the respective Fund. With
respect to any Fund offering multiple classes of shares, the Bank shall
disclose to prospective investors the existence of all available classes of
such Fund and shall determine the suitability of each available class as an
investment for each such prospective investor.
7. REPRESENTATIONS AND AGREEMENTS OF THE BANK. By accepting this Agreement,
the Bank (i) represents that it is a national bank or State bank or trust
company (whether or not a member of the Federal Reserve System) or other
financial institution or private banker (all as defined in Chapter 3 of
Title 12 of United States Code) and (ii) agrees that it will comply with
all applicable federal laws, rules and regulations including, but not
limited to, the Glass- Steagall Act (codified at 12 U.S.C.Sec. 24(7), 78,
377 and 378) and all laws, rules and regulations of any jurisdiction
applicable to the Bank's provision of services hereunder. The Bank shall
promptly answer all written complaints and other correspondence relating to
accounts or forward such complaints to Voyageur.
8. BANK'S EMPLOYEES. By accepting this Agreement, the Bank assumes full
responsibility for thorough and prior training of its representatives
concerning the methods to be used in connection with purchasing shares or
units of the Funds for customers of the Bank, as agent for such customers,
giving special emphasis to the principles of full and fair disclosure to
prospective investors.
9. BANK'S INDEMNIFICATION. The Bank hereby agrees to indemnify and to hold
harmless the Funds and Voyageur and each person, if any, who controls the
Funds or Voyageur within the meaning of Section 15 of the Securities Act of
1933 (the "Act"), from and against any and all losses, claims, demands or
liabilities to which the Funds or Voyageur may become subject under the
Act, or otherwise, insofar as such losses, claims, demands or liabilities
(or actions in respect thereof) arise out of or are based upon any
unauthorized use of sales materials by the Bank or its representatives or
upon alleged misrepresentations or omission to state material facts in
connection with statements made by the Bank or its representatives orally
or by other means; and the Bank will reimburse the Funds and Voyageur for
any legal or other expenses reasonably incurred in connection with the
investigation or defense or any such action or claim. Voyageur shall, after
receiving the first summons or other legal process disclosing the nature of
the action being served upon Voyageur or the Funds, in any proceeding in
respect of which indemnity may be sought by the Funds or Voyageur
hereunder, notify the Bank in writing of the commencement thereof within a
reasonable time. In case any such litigation be brought against the Funds
or Voyageur, Voyageur shall notify the Bank of the commencement thereof and
the Bank shall be entitled to participate in (and to the extent the Bank
shall wish, to direct) the defense thereof at the Bank's expense, but such
defense shall be conducted by counsel of good-standing satisfactory to the
Funds and Voyageur. If the Bank shall fail to provide such defense,
Voyageur or the Funds may defend such action at the Bank's cost and
expense. The Bank's obligation under this paragraph shall survive the
termination of this Agreement.
10. ASSIGNMENT. This Agreement may not be assigned by the Bank without consent
of Voyageur.
11. TERMINATION. Either party may terminate this Agreement at any time upon
giving written notice to the other party hereto.
12. WAIVER. No failure, neglect or forbearance on the part of Voyageur to
require strict performance of this Agreement shall be construed as a waiver
of the rights or remedies of Voyageur hereunder.
13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Minnesota without reference to its choice of laws
principles.
14. SUSPENDING SALES, amending or canceling this Agreement. The Underwriter
may, at any time, without notice, suspend sales or withdraw any offering of
shares or units entirely. The Underwriter reserves the right to amend or
cancel this Agreement upon notice to you. The Bank agrees that any order to
purchase shares or units of funds placed after notice of any amendment to
this Agreement has been sent to the Bank shall constitute the Bank's
agreement to any such amendment.
BANK:
________________________ __________________________
(Name) (NSCC Clearing Number)
________________________ __________________________
(Tax Identification Number) (NSCC Executing Broker Symbol)
________________________ __________________________
(Street Address) (Telephone Number)
________________________
(City) (State) (Zip)
Date of offer: _____________, 19___
By ___________________________________________
(Signature)
Please Print Name ____________________________
Its __________________________________________
(Title)
Accepted by
VOYAGEUR FUND DISTRIBUTORS, INC.
Date of acceptance: _____________, 19__
By ___________________________________________
(Signature)
Its __________________________________________
(Title)
CUSTODIAN AGREEMENT
-------------------
THIS AGREEMENT, made as of the 20th day of April, 1992, by and between
Voyageur Investment Trust, a Massachusetts business trust organized under the
laws of the Commonwealth of Massachusetts (the "Fund"), for and on behalf of
each series of the Fund that adopts this Agreement (said series being
hereinafter referred to, individually, as a "Series" and, collectively, as the
"Series"), and Norwest Bank Minnesota N.A., a national banking association
organized and existing under the laws of the United States of America (the
"Custodian"). The name of each Series that adopts this Agreement and the
effective date of this Agreement with respect to each such Series are set forth
in EXHIBIT A hereto.
WITNESSETH:
WHEREAS, the Fund desires to appoint the Custodian as the custodian for the
assets of each Series, and the Custodian desires to accept such appointment,
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein made, the Fund and the Custodian agree as follows:
ARTICLE 1. DEFINITIONS
----------------------
The word "Securities" as used herein shall be construed to include, without
being limited to, shares, stocks, bonds, debentures, notes, scrip, participation
certificates, rights to subscribe, warrants, options, certificates of deposit,
bankers' acceptances, repurchase agreements, commercial paper, choses in action,
evidences of indebtedness, investment contracts, voting trust certificates,
certificates of indebtedness and certificates of interest of any and every kind
and nature whatsoever, secured and unsecured, issued or to be issued, by any
corporation, company, partnership (limited or general), association, trust,
entity or person, public or private, whether organized under the laws of the
United States, or any state, commonwealth, territory or possession thereof, or
organized under the laws of any foreign country, or any state, province,
territory or possession thereof, or issued or to be issued by the United States
government or any agency or instrumentality thereof, options on stock indexes,
stock index and interest rate futures contracts and options thereon, and other
futures contracts and options thereon.
The words "Written Order from the Fund" shall mean a writing signed or
initialed by one or more person or persons designated in the current certified
list referred to in Article 2, provided that if said writing is signed by only
one person, that person shall be an officer of the Fund designated in said
current certified list. "Written Order from the Fund" also may include a
communication effected directly between electro-mechanical or electronic devices
(including, but not limited to, facsimile transceivers) provided that management
of the Fund and the Custodian are satisfied that such procedures afford adequate
safeguards for the assets of each Series.
ARTICLE 2. NAMES, TITLES AND SIGNATURES OF FUND'S OFFICERS
----------------------------------------------------------
The Fund shall certify to the Custodian the names, titles and signatures of
officers and other persons who are authorized to give any Written Order from the
Fund on behalf of each Series. The Fund agrees that, whenever any change in such
authorization occurs, it will file with the Custodian a new certified list of
names, titles and signatures which shall be signed by at least one officer
previously certified to the Custodian if any such officer still holds an office
in the Fund. The Custodian is authorized to rely and act upon the names, titles
and signatures of the individuals as they appear in the most recent such
certified list which has been delivered to the Custodian as hereinbefore
provided.
ARTICLE 3. SUB-CUSTODIANS AND DEPOSITORIES
------------------------------------------
Notwithstanding any other provision in this Agreement to the contrary,
all or any of the cash and Securities of each Series may be held in the
Custodian's own custody or in the custody of one or more other banks or trust
companies selected by the Custodian or as directed in one or more Written Orders
from the Fund. Any such sub-custodian must have the qualifications required for
custodians under the Investment Company Act of 1940, as amended. The Custodian
or sub-custodian, as the case may be, may participate directly or indirectly in
one or more "securities depositories" (as defined in Rule 17f-4 under the
Investment Company Act of 1940, as amended, or in any successor provisions or
rules thereto). Any references in this Agreement to the delivery of Securities
by or to the Custodian shall, with respect to Securities custodied with one of
the aforementioned "securities depositories," be interpreted to mean that the
Custodian shall cause a bookkeeping entry to be made by the applicable
securities depository to indicate the transfer of ownership of the applicable
Security to or from the Fund, all as set forth in one or more Written Orders
from the Fund. Additionally, any references in this Agreement to the receipt of
proceeds or payments with respect to Securities transactions shall, with respect
to Securities custodied with one of the aforementioned "securities
depositories," be interpreted to mean that the Custodian shall have received an
advice from such securities depository that said proceeds or payments have been
received by such depository and deposited in the Custodian's account.
ARTICLE 4. RECEIPT AND DISBURSING OF MONEY
------------------------------------------
SECTION (1). The Fund shall from time to time cause cash owned by the Fund
to be delivered or paid to the Custodian for the account of any Series, but the
Custodian shall not be under any obligation or duty to determine whether all
cash of the Fund is being so deposited or to take any action or to give any
notice with respect to cash not so deposited. The Custodian agrees to hold such
cash, together with any other sum collected or received by it for or on behalf
of each Series of the Fund, in the account of such Series in conformity with the
terms of this Agreement. The Custodian shall be authorized to disburse cash from
the account of each Series only:
(a) upon receipt of and in accordance with Written Orders from the
Fund stating that such cash is being used for one or more of the following
purposes, and specifying such purpose or purposes, provided, however, that
a reference in such Written Order from the Fund to the pertinent paragraph
or paragraphs of this Article shall be sufficient compliance with this
provision:
(i) the payment of interest;
(ii) the payment of dividends;
(iii) the payment of taxes;
(iv) the payment of the fees or charges to any investment adviser
of any Series;
(v) the payment of fees to a Custodian, stock registrar,
transfer agent or dividend disbursing agent for any Series;
(vi) the payment of distribution fees and commissions;
(vii) the payment of any operating expenses, which shall be
deemed to include legal and accounting fees and all other
expenses not specifically referred to in this paragraph (a);
(viii) payments to be made in connection with the conversion,
exchange or surrender of Securities owned by any Series;
(ix) payments on loans that may from time to time be due;
(x) payment to a recognized and reputable broker for Securities
purchased by the Fund through said broker (whether or not
including any regular brokerage fees, charges or commissions
on the transaction) upon receipt by the Custodian of such
Securities in proper form for transfer and after the receipt
of a confirmation from the broker or dealer with respect to
the transaction;
(xi) payment to an issuer or its agent on a subscription for
Securities of such issuer upon the exercise of rights so to
subscribe, against a receipt from such issuer or agent for
the cash so paid;
(b) as provided in Article 5 hereof; and
(c) upon the termination of this Agreement.
SECTION (2). The Custodian is hereby appointed the attorney-in-fact of the
Fund to use reasonable efforts to enforce and collect all checks, drafts or
other orders for the payment of money received by the Custodian for the account
of each Series and drawn to or to the order of the Fund and to deposit them in
the account of the applicable Series.
ARTICLE 5. RECEIPT OF SECURITIES
--------------------------------
The Fund agrees to place all of the Securities of each Series in its
account with the Custodian, but the Custodian shall not be under any obligation
or duty to determine whether all Securities of any Series are being so
deposited, or to require that such Securities be so deposited, or to take any
action or give any notice with respect to the Securities not so deposited. The
Custodian agrees to hold such Securities in the account of the Series designated
by the Fund, in the name of the Fund or of bearer or of a nominee of the
Custodian, and in conformity with the terms of this Agreement. The Custodian
also agrees, upon Written Order from the Fund, to receive from persons other
than the Fund and to hold in the account of the Series designated by the Fund
Securities specified in said Written Order of the Fund, and, if the same are in
proper form, to cause payment to be made therefor to the persons from whom such
Securities were received, from the funds of the applicable Series held by the
Custodian in said account in the amounts provided and in the manner directed by
the Written Order from the Fund.
The Custodian agrees that all Securities of each Series placed in its
custody shall be kept physically segregated at all times from those of any other
Series, person, firm or corporation, and shall be held by the Custodian with all
reasonable precautions for the safekeeping thereof. Upon delivery of any
Securities of any Series to a subcustodian pursuant to Article 3 of this
Agreement, the Custodian will create and maintain records identifying those
assets which have been delivered to the subcustodian as belonging to the
applicable Series.
ARTICLE 6. DELIVERY OF SECURITIES
---------------------------------
The Custodian agrees to transfer, exchange or deliver Securities as
provided in Article 7, or on receipt by it of, and in accordance with, a Written
Order from the Fund in which the Fund shall state specifically which of the
following cases is covered thereby:
(a) in the case of deliveries of Securities sold by the Fund, against
receipt by the Custodian of the proceeds of sale and after receipt of a
confirmation from a broker or dealer (or, in accordance with industry
practice with respect to "same day trades," acceptance of delivery of such
securities by the broker or dealer, which acceptance is followed up by
confirmation thereof within the normal settlement period) with respect to
the transaction;
(b) in the case of deliveries of Securities which may mature or be
called, redeemed, retired or otherwise become payable, against receipt by
the Custodian of the sums payable thereon or against interim receipts or
other proper delivery receipts;
(c) in the case of deliveries of Securities which are to be
transferred to and registered in the name of the Fund or of a nominee of
the Custodian and delivered to the Custodian for the account of the Series,
against receipt by the Custodian of interim receipts or other proper
delivery receipts;
(d) in the case of deliveries of Securities to the issuer thereof, its
transfer agent or other proper agent, or to any committee or other
organization for exchange for other Securities to be delivered to the
Custodian in connection with a reorganization or recapitalization of the
issuer or any split-up or similar transaction involving such Securities,
against receipt by the Custodian of such other Securities or against
interim receipts or other proper delivery receipts;
(e) in the case of deliveries of temporary certificates in exchange
for permanent certificates, against receipt by the Custodian of such
permanent certificates or against interim receipts or other proper delivery
receipts;
(f) in the case of deliveries of Securities upon conversion thereof
into other Securities, against receipt by the Custodian of such other
Securities or against interim receipts or other proper delivery receipts;
(g) in the case of deliveries of Securities in exchange for other
Securities (whether or not such transactions also involve the receipt or
payment of cash), against receipt by the Custodian of such other Securities
or against interim receipts or other proper delivery receipts;
(h) in the case of warrants, rights or similar Securities, the
surrender thereof in the exercise of such warrants, rights or similar
Securities or the surrender of interim receipts or temporary Securities for
definitive Securities;
(i) for delivery in connection with any loans of securities made by
the Fund for the benefit of any Series, but only against receipt of
adequate collateral as agreed upon from time to time by the Custodian and
the Fund;
(j) for delivery as security in connection with any borrowings by the
Fund for the benefit of any Series requiring a pledge of assets from the
applicable Series, but only against receipt of amounts borrowed;
(k) for delivery in accordance with the provisions of any agreement
among the Fund, the Custodian and a bank, broker-dealer or futures
commission merchant relating to compliance with applicable rules and
regulations regarding account deposits, escrow or other arrangements in
connection with transactions by the Fund for the benefit of any Series;
(l) in a case not covered by the preceding paragraphs of this Article,
upon receipt of a resolution adopted by the Board of Trustees of the Fund,
signed by an officer of the Fund and certified to by the Clerk of the Fund,
specifying the Securities and assets to be transferred, exchanged or
delivered, the purposes for which such delivery is being made, declaring
such purposes to be proper corporate purposes, and naming a person or
persons (each of whom shall be a properly bonded officer or employee of the
Fund) to whom such transfer, exchange or delivery is to be made; and
(m) in the case of deliveries pursuant to paragraphs (a) through (k)
above, the Written Order from the Fund shall direct that the proceeds of
any Securities delivered, or Securities or other assets exchanged for or in
lieu of Securities so delivered, are to be delivered to the Custodian.
ARTICLE 7. CUSTODIAN'S ACTS WITHOUT WRITTEN ORDERS FROM THE FUND
----------------------------------------------------------------
Unless and until the Custodian receives contrary Written Orders from the
Fund, the Custodian shall without order from the Fund:
(a) present for payment all bills, notes, checks, drafts and similar
items, and all coupons or other income items (except stock dividends), held
or received for the account of any Series, and which require presentation
in the ordinary course of business, and credit such items to the account of
the applicable Series conditionally, subject to final payment;
(b) present for payment all Securities which may mature or be called,
redeemed, retired or otherwise become payable and credit such items to the
account of the applicable Series conditionally, subject to final payment;
(c) hold for and credit to the account of any Series all shares of
stock and other Securities received as stock dividends or as the result of
a stock split or otherwise from or on account of Securities of the Series,
and notify the Fund, in the Custodian's monthly reports to the Fund, of the
receipt of such items;
(d) deposit or invest (as instructed from time to time by the Fund)
any cash received by it from, for or on behalf of any Series to the credit
of the account of the applicable Series;
(e) charge against the account for any Series disbursements authorized
to be made by the Custodian hereunder and actually made by it, and notify
the Fund of such charges at least once a month;
(f) deliver Securities which are to be transferred to and reissued in
the name of any Series, or of a nominee of the Custodian for the account of
any Series, and temporary certificates which are to be exchanged for
permanent certificates, to a proper transfer agent for such purpose against
interim receipts or other proper delivery receipts; and
(g) hold for disposition in accordance with Written Orders from the
Fund hereunder all options, rights and similar Securities which may be
received by the Custodian and which are issued with respect to any
securities held by it hereunder, and notify the Fund promptly of the
receipt of such items.
ARTICLE 8. SEGREGATED ACCOUNTS
------------------------------
Upon receipt of a Written Order from the Fund, the Custodian shall
establish and maintain one or more segregated accounts for and on behalf of the
Series specified in said Written Order from the Fund for purposes of segregating
cash and/or Securities (of the type agreed upon from time to time by the
Custodian and the Fund) for the purpose or purposes specified in said Written
Order from the Fund.
ARTICLE 9. DELIVERY OF PROXIES
The Custodian shall deliver promptly to the Fund all proxies, notices and
communications with relation to Securities held by it which it may receive from
sources other than the Fund.
ARTICLE 10. TRANSFER
--------------------
The Fund shall furnish to the Custodian appropriate instruments to enable
the Custodian to hold or deliver in proper form for transfer any Securities
which it may hold for the account of any Series of the Fund. For the purpose of
facilitating the handling of Securities, unless otherwise directed by Written
Order from the Fund, the Custodian is authorized to hold Securities deposited
with it under this Agreement in the name of its registered nominee or nominees
(as defined in the Internal Revenue Code and any regulations of the United
States Treasury Department issued thereunder or in any provision of any
subsequent federal tax law exempting such transaction from liability for stock
transfer taxes) and shall execute and deliver all such certificates in
connection therewith as may be required by such laws or regulations or under the
laws of any state. The Custodian shall, if requested by the Fund, advise the
Fund of the certificate number of each certificate so presented for transfer and
that of the certificate received in exchange therefor, and shall use its best
efforts to the end that the specific Securities held by it hereunder shall be at
all times identifiable.
ARTICLE 11. TRANSFER TAXES AND OTHER DISBURSEMENTS
--------------------------------------------------
The Fund, for and on behalf of each Series, shall pay or reimburse the
Custodian for any transfer taxes payable upon transfers of Securities made
hereunder, including transfers incident to the termination of this Agreement,
and for all other necessary and proper disbursements and expenses made or
incurred by the Custodian in the performance or incident to the termination of
this Agreement, and the Custodian shall have a lien upon any cash or Securities
held by it for the account of each applicable Series of the Fund for all such
items, enforceable, after thirty days' written notice by registered mail from
the Custodian to the Fund, by the sale of sufficient Securities to satisfy such
lien. The Custodian may reimburse itself by deducting from the proceeds of any
sale of Securities an amount sufficient to pay any transfer taxes payable upon
the transfer of Securities sold. The Custodian shall execute such certificates
in connection with Securities delivered to it under this Agreement as may be
required, under the provisions of any federal revenue act and any regulations of
the Treasury Department issued thereunder or any state laws, to exempt from
taxation any transfers and/or deliveries of any such Securities as may qualify
for such exemption.
ARTICLE 12. CUSTODIAN'S LIABILITY FOR
-------------------------------------
PROCEEDS OF SECURITIES SOLD
---------------------------
If the mode of payment for Securities to be delivered by the Custodian is
not specified in the Written Order from the Fund directing such delivery, the
Custodian shall make delivery of such Securities against receipt by it of cash,
a postal money order or a check drawn by a bank, trust company or other banking
institution, or by a broker named in such Written Order from the Fund, for the
amount the Custodian is directed to receive. The Custodian shall be liable for
the proceeds of any delivery of Securities made pursuant to this Article, but
provided that it has complied with the provisions of this Article, only to the
extent that such proceeds are actually received.
ARTICLE 13. CUSTODIAN'S REPORT
------------------------------
The Custodian shall furnish the Fund, as of the close of business on the
last business day of each month, a statement showing all cash transactions and
entries for the account of each Series of the Fund. The books and records of the
Custodian pertaining to its actions as Custodian under this Agreement shall be
open to inspection and audit, at reasonable times, by officers of, and auditors
employed by, the Fund. The Custodian shall furnish the Fund with a list of the
Securities held by it in custody for the account of each Series of the Fund as
of the close of business on the last business day of each quarter of the Fund's
fiscal year.
ARTICLE 14. CUSTODIAN'S COMPENSATION
------------------------------------
The Custodian shall be paid compensation at such rates and at such times as
may from time to time be agreed on in writing by the parties hereto (as set
forth with respect to each Series in EXHIBIT B hereto), and the Custodian shall
have a lien for unpaid compensation, to the date of termination of this
Agreement, upon any cash or Securities held by it for the Series accounts of the
Fund, enforceable in the manner specified in Article 11 hereof.
ARTICLE 15. DURATION, TERMINATION AND AMENDMENT OF AGREEMENT
------------------------------------------------------------
This Agreement shall remain in effect with respect to each Series, as it
may from time to time be amended, until it shall have been terminated as
hereinafter provided, but no such amendment or termination shall affect or
impair any rights or liabilities arising out of any acts or omissions to act
occurring prior to such amendment or termination.
The Custodian may terminate this Agreement by giving the Fund ninety days'
written notice of such termination by registered mail addressed to the Fund at
its principal place of business.
The Fund may terminate this Agreement by giving ninety days' written notice
thereof delivered by registered mail to the Custodian at its principal place of
business. Additionally, this Agreement may be terminated with respect to any
Series of the Fund pursuant to the same procedures, in which case this Agreement
shall continue in full effect with respect to all other Series of the Fund.
Upon termination of this Agreement, the assets of the Fund, or Series
thereof, held by the Custodian shall be delivered by the Custodian to a
successor custodian upon receipt by the Custodian of a Written Order from the
Fund designating the successor custodian; and if no successor custodian is
designated in said Written Order from the Fund, the Custodian shall, upon such
termination, deliver all such assets to the Fund.
This Agreement may be amended or terminated at any time by the mutual
agreement of the Fund and the Custodian. Additionally, this Agreement may be
amended or terminated with respect to any Series of the Fund at any time by the
mutual agreement of the Fund and the Custodian, in which case such amendment or
termination would apply to such Series amending or terminating this Agreement
but not to the other Series of the Fund.
This Agreement may not be assigned by the Custodian without the consent of
the Fund, authorized or approved by a resolution of its Board of Trustees.
ARTICLE 16. SUCCESSOR CUSTODIAN
-------------------------------
Any bank or trust company into which the Custodian or any successor
custodian may be merged or converted or with which it or any successor custodian
may be consolidated, or any bank or trust company resulting from any merger,
conversion or consolidation to which the Custodian or any successor custodian
shall be a party, or any bank or trust company succeeding to the business of the
Custodian, shall be and become the successor custodian without the execution of
any instrument or any further act on the part of the Fund or the Custodian or
any successor custodian.
Any successor custodian shall have all the power, duties and obligations of
the preceding custodian under this Agreement and any amendments thereof and
shall succeed to all the exemptions and privileges of the preceding custodian
under this Agreement and any amendments thereof.
ARTICLE 17. GENERAL
-------------------
Nothing expressed or mentioned in or to be implied from any provisions of
this Agreement is intended to give or shall be construed to give any person or
corporation other than the parties hereto any legal or equitable right, remedy
or claim under or in respect of this Agreement or any covenant, condition or
provision herein contained, this Agreement and all of the covenants, conditions
and provisions hereof being intended to be, and being, for the sole and
exclusive benefit of the parties hereto and their respective successors and
assigns.
It is the purpose and intention of the parties hereto that the Fund shall
retain all the power, rights and responsibilities of determining policy,
exercising discretion and making decisions with respect to the purchase, or
other acquisition, and the sale, or other disposition, of all of its Securities,
and that the duties and responsibilities of the Custodian hereunder shall be
limited to receiving and safeguarding the assets and Securities of each Series
of the Fund and to delivering or disposing of them pursuant to the Written Order
from the Fund as aforesaid, and the Custodian shall have no authority, duty or
responsibility for the investment policy of the Fund or for any acts of the Fund
in buying or otherwise acquiring, or in selling or otherwise disposing of, any
Securities, except as hereinbefore specifically set forth.
The Custodian shall in no case or event permit the withdrawal of any money
or Securities of the Fund upon the mere receipt of any trustee, officer,
employee or agent of the Fund, but shall hold such money and Securities for
disposition under the procedures herein set forth.
ARTICLE 18. STANDARD OF CARE; INDEMNIFICATION
---------------------------------------------
In connection with the performance of its duties and responsibilities
hereunder, the Custodian (and each officer, employee, agent, sub-custodian and
depository of or engaged by the Custodian) shall at all times be held to the
standard of reasonable care. The Custodian shall be fully responsible for any
action taken or omitted by any officer, employee, agent, sub-custodian or
depository of or engaged by the Custodian to the same extent as if the Custodian
were to take or omit to take such action directly. The Custodian agrees to
indemnify and hold the Fund and each Series of the Fund harmless from and
against any and all loss, liability and expense, including reasonable legal fees
and expenses, arising out of the Custodian's own negligence, misfeasance, bad
faith or willful misconduct or that of any officer, employee, agent,
sub-custodian and depository of or engaged by the Custodian in the performance
of the Custodian's duties and obligations under this Agreement; PROVIDED,
HOWEVER, that, notwithstanding any other provision in this Agreement, the
Custodian shall not be responsible for the following:
(a) any action taken or omitted in accordance with any Written Order
from the Fund reasonably believed by the Custodian to be genuine and to be
signed by the proper party or parties; or
(b) any action taken or omitted in reasonable reliance on the advice
of counsel of or reasonably acceptable to the Fund relating to any of its
duties and responsibilities hereunder.
The Fund agrees to indemnify and hold the Custodian harmless from and
against any and all loss, liability and expense, including reasonable legal fees
and expenses, arising out of the performance by the Custodian (and each officer,
employee, agent, sub-custodian and depository of or engaged by the Custodian) of
its duties and responsibilities under this Agreement PROVIDED THAT the Custodian
(or any officer, employee, agent, sub-custodian or depository of or engaged by
the Custodian, as applicable) exercised reasonable care in the performance of
its duties and responsibilities under this Agreement.
ARTICLE 19. EFFECTIVE DATE
--------------------------
This Agreement shall become effective with respect to each Series that
adopts this Agreement when this Agreement shall have been approved with respect
to such Series by the Board of Trustees of the Fund. The effective date with
respect to each Series shall be set forth on EXHIBIT A hereto. The Fund shall
transmit to the Custodian promptly after such approval by said Board of Trustees
a copy of its resolution embodying such approval, certified by the Clerk of the
Fund.
ARTICLE 20. GOVERNING LAW
-------------------------
This Agreement is executed and delivered in Minneapolis, Minnesota, and the
laws of the Commonwealth of Massachusetts shall be controlling and shall govern
the construction, validity and effect of this contract.
SPECIAL NOTICE
--------------
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice
hereby is given that this Agreement was executed and delivered on behalf of the
Fund by a duly authorized officer of the Fund in such person's capacity as an
officer of the Fund, and not individually, and the obligations of the Fund under
this Agreement are not binding upon any of the officers, trustees or
shareholders of the Fund individually, but are binding only upon the assets and
property of the applicable Series of the Fund for the benefit of which the
trustees of the Fund have caused this Agreement to be executed and delivered.
IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement
to be executed in duplicate as of the date first above written by their duly
authorized officers.
ATTEST: VOYAGEUR INVESTMENT TRUST
/s/Jan Hyztinen By /s/ Kenneth R. Larsen
- ----------------------- -----------------------------
Clerk Kenneth R. Larsen
Its /s/Treasurer
---------------------------
Treasurer
ATTEST: NORWEST BANK MINNESOTA, N.A.
/s/Bruce Harriman By /s/Brent Siegel
- ----------------------- -----------------------------
Trust Officer Brent Siegel
Its /s/Assistant Vice President
---------------------------
EXHIBIT A
(AS AMENDED THROUGH MARCH 1, 1995)
TO
CUSTODIAN AGREEMENT
BETWEEN
VOYAGEUR INVESTMENT TRUST
AND
NORWEST BANK MINNESOTA, N.A.
NAME OF SERIES EFFECTIVE DATE
- -------------- --------------
Series A--Voyageur Florida Insured
Tax Free Fund April 20, 1992
Series B--Voyageur California Insured
Tax Free Fund October 15, 1992
Series C--Voyageur Kansas Tax Free Fund November 30, 1992
Series D--Voyageur Missouri Insured
Tax Free Fund November 2, 1992
Series E--Voyageur New Mexico
Tax Free Fund October 5, 1992
Series F--Voyageur Oregon Insured
Tax Free Fund August 1, 1993
Series G--Voyageur Utah Tax Free Fund October 5, 1992
Series H--Voyageur Washington Insured
Tax Free Fund August 1, 1993
Series I--Voyageur Florida Tax Free Fund March 1, 1995
EXHIBIT B
(AS AMENDED THROUGH AUGUST 17, 1995)
TO
CUSTODIAN AGREEMENT
BETWEEN
VOYAGEUR INVESTMENT TRUST
AND
NORWEST BANK MINNESOTA, N.A.
COMPENSATION SCHEDULE
NORWEST BANK MINNESOTA
CUSTODY FEE SCHEDULE
VOYAGEUR MUTUAL FUNDS
DOMESTIC FEE SCHEDULE
ISSUE CHARGE - ANNUALLY
All Issue Types.............................................$17.50
ASSET CHARGES - ANNUALLY
Bonds at Par Value.......................................$0.000065
Stocks at Market Value...................................$0.000065
TRANSACTION CHARGES
DTC Buy/Sell/Maturity.......................................$10.00
Fed Buy/Sell/Maturity.......................................$12.50
PTC Buy/Sell/Maturity.......................................$20.00
Principal Payments..........................................$10.00
Interest Payments........................................no charge
Cash Movements...............................................$3.00
Asset Transfers.............................................$15.00
Corporate Actions
(calls/reorg/split/tender)................................$23.00
Non-Trade Wires.............................................$10.00
Norwest ACCESS........................$10.00 per month/per account
EXTRAORDINARY SERVICES
For any service other than those covered by the aforementioned, a special charge
may be made according to the service provided, time required and responsibility
involved. Such services include, but are not limited to excessive administrative
time, unusual reports, certifications, audits, etc.
ADDITIONAL CHARGES
Reimbursement may be requested for out-of-pocket expenses such as postage,
insurance, shipping, telephone, supplies, etc.
This fee schedule shall remain effective subject to periodic review by all
concerned parties.
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made and entered into this 27th day of October 1994, by
and between Voyageur Investment Trust, a Massachusetts business trust organized
under the laws of the Commonwealth of Massachusetts (the "Trust"), on behalf of
each Fund represented by a series of shares of benefical interest of the Trust
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 Trust 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 Trust.
(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 Trust also hereby engages Voyageur to perform, and Voyageur hereby
agrees to perform, such regulatory reporting and compliance related services and
tasks for the Trust or any Fund as the Trust 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 Trustees.
(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 Trust's Board of Trustees;
(vii) Prepare or assist in the preparation of proxy and other
materials in connection with meetings of the shareholders of the Trust 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 Trust, 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 Trust.
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 Trustees of the
Trust 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 trustees of the Trust
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
Trust 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 Trustees of the Trust 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 Trustees, including a majority of the trustees of the
Trust who are not parties to this Agreement or "interested persons" (as defined
in the Act) of the Adviser or of the Trust, 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 trustees of the Trust who
are not parties to this Agreement or "interested persons" (as defined in the
Act) of the Adviser or of the Trust 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 Commonweath of Massachusetts shall otherwise
govern the construction, validity and effect of this Agreement.
7. SPECIAL NOTICE
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice
hereby is given that this Agreement was executed and delivered on behalf of the
Trust by a duly authorized officer of the Trust in such person's capacity as an
officer of the Trust, and not individually, and the obligations of the Trust
under this Agreement are not binding upon any of the officers, trustees or
shareholders of the Trust individually, but are binding only upon the assets and
property of the applicable Fund of the Trust for the benefit of which the
trustees have caused this Agreement to be executed and delivered.
IN WITNESS WHEREOF, the Trust and Voyageur have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
VOYAGEUR INVESTMENT TRUST
By /s/John G. Taft
--------------------------
John G. Taft
Its /s/President
-----------------------
President
VOYAGEUR FUND MANAGERS, INC.
By /s/John G. Taft
-------------------------
John G. Taft
Its /s/President
-----------------------
President
EXHIBIT A
TO
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
VOYAGEUR FUND MANAGERS, INC.
AND
VOYAGEUR INVESTMENT TRUST
FUND EFFECTIVE DATE
---- --------------
Series A--Voyageur Florida Insured Tax Free Fund October 27, 1994
Series B--Voyageur California Insured Tax Free Fund October 27, 1994
Series C--Voyageur Kansas Tax Free Fund October 27, 1994
Series D--Voyageur Missouri Insured Tax Free Fund October 27, 1994
Series E--Voyageur New Mexico Tax Free Fund October 27, 1994
Series F--Voyageur Oregon Insured Tax Free Fund October 27, 1994
Series G--Voyageur Utah Tax Free Fund October 27, 1994
Series H--Voyageur Washington Insured Tax Free Fund October 27, 1994
Series I--Voyageur Florida Tax Free Fund March 1, 1995
COMPENSATION
------------
SERIES A THROUGH I
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 $50
million of the Fund's average daily net assets, .06% per annum of the next $100
million of the Fund's average daily net assets, .035% per annum of the next $250
million of the Fund's average daily net assets, .03% per annum of the next $300
million of the Fund's average daily net assets, and .02% per annum of the Fund's
average daily net assets in excess of $700 million. **
** Voyageur shall reimburse each Fund, 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 and deferred organizational
costs, but excluding interest expense, taxes, brokerage fees and commissions,
insurance premiums on portfolio securities, if any, and Rule 12b-1 fees) are in
excess of 1.00% 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.
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Voyageur Tax Free Funds, Inc.
Voyageur Intermediate Tax Free Funds, Inc.
Voyageur Insured Funds, Inc.
Voyageur Investment Trust
Voyageur Investment Trust II
Voyageur Mutual Funds, Inc.
Voyageur Mutual Funds II, Inc.
We consent to the use of our report incorporated herein by reference and to the
references to our Firm under the headings "FINANCIAL HIGHLIGHTS" in Part A and
"ADDITIONAL INFORMATION - Custodian; Counsel; Independent Auditors" in Part B of
the Registration Statement.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 26, 1996
Member Firm of
Klynveld Peat Marwick Goerdeler
VOYAGEUR INVESTMENT TRUST
PLAN OF DISTRIBUTION
This Plan of Distribution (the "Plan") is adopted pursuant to Rule 12b-1
(the "Rule") under the Investment Company Act of 1940 (as amended, the "1940
Act") by Voyageur Investment Trust, a Massachusetts business trust (the
"Trust"), for and on behalf of each series (each series is referred to
hereinafter as a "Fund") and, if applicable, each class thereof (each such class
is referred to hereinafter as a "Class"). The Funds and, if applicable, Classes
thereof that currently have adopted this Plan, and the effective dates of such
adoptions, are as follow:
Voyageur California Insured Tax Free Fund, Class A November 1, 1993
Voyageur California Insured Tax Free Fund, Class B February 22, 1994
Voyageur California Insured Tax Free Fund, Class C March 1, 1995
Voyageur Florida Insured Tax Free Fund, Class A November 1, 1993
Voyageur Florida Insured Tax Free Fund, Class B February 22, 1994
Voyageur Florida Insured Tax Free Fund, Class C March 1, 1995
Voyageur Kansas Tax Free Fund, Class A November 1, 1993
Voyageur Kansas Tax Free Fund, Class B March 1, 1995
Voyageur Kansas Tax Free Fund, Class C March 1, 1995
Voyageur Missouri Insured Tax Free Fund, Class A November 1, 1993
Voyageur Missouri Insured Tax Free Fund, Class B February 22, 1994
Voyageur Missouri Insured Tax Free Fund, Class C March 1, 1995
Voyageur New Mexico Tax Free Fund, Class A November 1, 1993
Voyageur New Mexico Tax Free Fund, Class B February 22, 1994
Voyageur New Mexico Tax Free Fund, Class C March 1, 1995
Voyageur Oregon Insured Tax Free Fund, Class A November 1, 1993
Voyageur Oregon Insured TAx Free Fund, Class B February 22, 1994
Voyageur Oregon Insured TAx Free Fund, Class C March 1, 1995
Voyageur Utah Tax Free Fund, Class A November 1, 1993
Voyageur Utah Tax Free Fund, Class B March 1, 1995
Voyageur Utah Tax Free Fund, Class C March 1, 1995
Voyageur Washington Insured Tax Free Fund, Class A November 1, 1993
Voyageur Washington Insured Tax Free Fund, Class B March 1, 1995
Voyageur Washington Insured Tax Free Fund, Class C March 1, 1995
Voyageur Florida Tax Free Fund, Class A March 1, 1995
Voyageur Florida Tax Free Fund, Class B March 1, 1995
Voyageur Florida Tax Free Fund, Class C March 1, 1995
1. COMPENSATION
Each Fund which does not offer its shares in multiple classes and Class A
of each Fund offering shares of such Class are obligated to pay the principal
underwriter of the Fund's shares (the "Underwriter") a total fee in connection
with the servicing of shareholder accounts of such Fund or Class and in
connection with distribution-related services provided in respect of such Fund
or Class, calculated and payable quarterly, at the annual rate of .25% of the
value of the average daily net assets of such Fund or Class, as applicable. All
or any portion of such total fee may be payable as a Shareholder Servicing Fee,
and all or any portion of such total fee may be payable as a Distribution Fee,
as determined from time to time by the Trust's Board of Trustees. Until further
action by the Board of Trustees, all of such fee shall be designated and payable
as a Shareholder Servicing Fee.
Class B of each Fund offering shares of such Class is obligated to pay the
Underwriter a total fee in connection with the servicing of shareholder accounts
of such Class and in connection with distribution-related services provided in
respect of such Class, calculated and payable quarterly, at the annual rate of
1.00% of the value of the average daily net assets of such Class. All or any
portion of such total fee may be payable as a Shareholder Servicing Fee, and all
or any portion of such total fee may be payable as a Distribution Fee, as
determined from time to time by the Trust's Board of Trustees. Until further
action by the Board of Trustees, a portion of such total fee equal to .25% per
annum of Class B's average net assets shall be designated and payable as a
Shareholder Servicing Fee and the remainder of such fee shall be designated as a
Distribution Fee.
Class C of each Fund offering shares of such Class is obligated to pay the
Underwriter a total fee in connection with the servicing of shareholder accounts
of such Class and in connection with distribution-related services provided in
respect of such Class, calculated and payable quarterly, at the annual rate of
1.00% of the value of the average daily net assets of such Class. All or any
portion of such total fee may be payable as a Shareholder Servicing Fee, and all
or any portion of such total fee may be payable as a Distribution Fee, as
determined from time to time by the Company's Board of Directors. Until further
action by the Board of Directors, a portion of such total fee equal to .25% per
annum of Class C's average net assets shall be designated and payable as a
Shareholder Servicing Fee and the remainder of such fee shall be designated as a
Distribution Fee.
2. EXPENSES COVERED BY THE PLAN
(a) The Shareholder Servicing Fee may be used by the Underwriter to provide
compensation for ongoing servicing and/or maintenance of shareholder accounts.
Compensation may be paid by the Underwriter to persons, including employees of
the Underwriter, and institutions who respond to inquiries of Fund shareholders
regarding their ownership of shares or their accounts with the Trust or who
provide other administrative or accounting services not otherwise required to be
provided by the Trust's investment adviser, transfer agent or other agent of the
Trust.
(b) The Distribution Fee may be used by the Underwriter to provide initial
and ongoing sales compensation to its investment executives and to other
broker-dealers in respect of sales of Fund shares and to pay for other
advertising and promotional expenses in connection with the distribution of Fund
shares. These advertising and promotional expenses include, by way of example
but not by way of limitation, costs of printing and mailing prospectuses,
statements of additional information and shareholder reports to prospective
investors; preparation and distribution of sales literature; advertising of any
type; an allocation of overhead and other expenses of the Underwriter related to
the distribution of Fund shares; and payments to, and expenses of, officers,
employees or representatives of the Underwriter, of other broker-dealers, banks
or other financial institutions, and of any other persons who provide support
services in connection with the distribution of Fund shares, including travel,
entertainment, and telephone expenses.
(c) Payments under the Plan are not tied exclusively to the expenses for
shareholder servicing and distribution related activities actually incurred by
the Underwriter, so that such payments may exceed expenses actually incurred by
the Underwriter. The Trust's Board of Trustees will evaluate the appropriateness
of the Plan and its payment terms on a continuing basis and in doing so will
consider all relevant factors, including expenses borne by the Underwriter and
amounts it receives under the Plan.
3. ADDITIONAL PAYMENTS BY ADVISER AND THE UNDERWRITER
The Trust's investment adviser and the Underwriter may, at their option and
in their sole discretion, make payments from their own resources to cover the
costs of additional distribution and shareholder servicing activities.
4. APPROVAL BY SHAREHOLDERS
The Plan will not take effect with respect to any Class of a Fund offering
multiple classes of shares or, if a Fund offers only one class of shares, with
respect to such Fund, and no fee will be payable in accordance with Section 1 of
the Plan, until the Plan has been approved by a vote of at least a majority of
the outstanding voting securities of such Class or Fund.
5. APPROVAL BY TRUSTEES
Neither the Plan nor any related agreements will take effect until approved
by a majority vote of both (a) the full Board of Trustees of the Trust and (b)
those Trustees who are not interested persons of the Trust and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to it (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on the Plan and the related agreements.
6. CONTINUANCE OF THE PLAN
The Plan will continue in effect from year to year so long as its
continuance is specifically approved annually by vote of the Trust's Board of
Trustees in the manner described in Section 5 above.
7. TERMINATION
The Plan may be terminated at any time with respect to any Fund or, if
applicable, Class thereof, without penalty, by vote of a majority of the
Independent Trustees or by a vote of a majority of the outstanding voting
securities of such Fund or Class.
8. AMENDMENTS
The Plan may not be amended with respect to any Fund or, if applicable,
Class thereof, to increase materially the amount of the fees payable pursuant to
the Plan, as described in Section 1 above, unless the amendment is approved by a
vote of at least a majority of the outstanding voting securities of that Fund or
Class (and, if applicable, of any other affected Class or Classes), and all
material amendments to the Plan must also be approved by the Trust's Board of
Trustees in the manner described in Section 5 above.
9. SELECTION OF CERTAIN TRUSTEES
While the Plan is in effect, the selection and nomination of the Trust's
Trustees who are not interested persons of the Trust will be committed to the
discretion of the Trustees then in office who are not interested persons of the
Trust.
10. WRITTEN REPORTS
In each year during which the Plan remains in effect, the Underwriter and
any person authorized to direct the disposition of monies paid or payable by the
Trust pursuant to the Plan or any related agreement will prepare and furnish to
the Trust's Board of Trustees, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, which set out the
amounts expended under the Plan on a Class by Class basis and the purposes for
which those expenditures were made.
11. PRESERVATION OF MATERIALS
The Trust will preserve copies of the Plan, any agreement relating to the
Plan and any report made pursuant to Section 10 above, for a period of not less
than six years (the first two years in an easily accessible place) from the date
of the Plan, agreement or report.
12. MEANING OF CERTAIN TERMS
As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning that
those terms have under the 1940 Act and the rules and regulations under the 1940
Act, subject to any exemption that may be granted to the Trust under the 1940
Act by the Securities and Exchange Commission.
COMPUTATION OF PERFORMANCE QUOTATIONS
VOYAGEUR INVESTMENT TRUST
Average annual total return figures for the current one year period, five year
period, and life of fund ending December 31, 1995, are calculated as follows:
1/n
Formula: P(1+T) = ERV or T = ERV/P -1
Where: P = hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the period
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class A
One year period
(includes 4.75% (3.75% for Utah and New Mexico) sales charge):
ERV = 1,154.64 N/A 1,147.88 1,145.95 1,151.54
n = 1 N/A 1 1 1
T = 15.46 N/A 14.79 14.59 15.15
P = 1,000 N/A 1,000 1,000 1,000
Five year period:
ERV = N/A N/A N/A N/A N/A
n = N/A N/A N/A N/A N/A
T = N/A N/A N/A N/A N/A
P = N/A N/A N/A N/A N/A
Life of Class A
(since January 1, 1992, March 2, 1995, October 15, 1992, October 10, 1992 and
October 5, 1992)
ERV = 1,322.83 1,071.47 1,217.87 1,280.95 1,247.69
n = 4 3.2137 3.2411 3.2411
T = 7.24 7.15 6.33 7.94 7.07
P = 1,000 1,000 1,000 1,000 1,000
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
One year period
(includes a 4.75% sales charge)
ERV = 1,142.61 1,134.67 1,142.47 1,130.71
n = 1 1 1 1
T = 14.26 13.47 14.25 13.07
P = 1,000 1,000 1,000 1,000
Five year period:
ERV = N/A N/A N/A N/A
n = N/A N/A N/A N/A
T = N/A N/A N/A N/A
P = N/A N/A N/A N/A
Life of Class A
(since November 2, 1992, November 30, 1992, August 1, 1993, and August 1, 1993):
ERV = 1,201.60 1,215.06 1,142.04 1,086.37
n = 3.1644 3.0877 2.4164 2.4192
T = 5.98 6.51 5.64 3.48
P = 1,000 1,000 1,000 1,000
</TABLE>
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class B
One year period
ERV = 1,207.62 N/A 1,200.08 N/A 1,188.39
n = 1 N/A 1 N/A 1
T = 20.76 N/A 20.01 N/A 18.84
P = 1,000 N/A 1,000 N/A 1,000
Five year period:
ERV = N/A N/A N/A N/A N/A
n = N/A N/A N/A N/A N/A
T = N/A N/A N/A N/A N/A
P = N/A N/A N/A N/A N/A
Life of Class B
(since March 1, 1994, September 15, 1995, March 1, 1994, May 27,
1995 and March 3, 1994):
ERV = 1,126.43 1,051.02 1,094.73 1,065.97 1,108.01
n = 1.8110 1 1.8356 1 1.8329
T = 6.80 5.10 5.05 6.60 5.76
P = 1,000 1,000 1,000 1,000 1,000
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
One year period
ERV = 1,191.81 N/A N/A 1,181.01
n = 1 N/A N/A 1
T = 19.18 N/A N/A 18.10
P = 1,000 N/A N/A 1,000
Five year period:
ERV = N/A N/A N/A N/A
n = N/A N/A N/A N/A
T = N/A N/A N/A N/A
P = N/A N/A N/A N/A
Life of Class B
(since March 12, 1994, April 8, 1995, October 24, 1995 and March 12, 1994):
ERV = 1,116.80 1,087.63 1,032.97 1,111.04
n = 1.8082 1 1 1.8082
T = 6.30 8.76 3.30 6.00
P = 1,000 1,000 1,000 1,000
</TABLE>
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class C
One year period
(includes 4.75% sales charge):
ERV = N/A N/A N/A N/A N/A
n = N/A N/A N/A N/A N/A
T = N/A N/A N/A N/A N/A
P = N/A N/A N/A N/A N/A
Five year period:
ERV = N/A N/A N/A N/A N/A
n = N/A N/A N/A N/A N/A
T = N/A N/A N/A N/A N/A
P = N/A N/A N/A N/A N/A
Life of Class C
(since N/A, April 22, 1995, April 12, 1995, N/A and N/A):
ERV = N/A 1,088.83 1,077.74 N/A N/A
n = N/A 1 1 N/A N/A
T = N/A 8.88 7.77 N/A N/A
P = N/A 1,000 1,000 N/A N/A
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
One year period
ERV = N/A N/A N/A N/A
n = N/A N/A N/A N/A
T = N/A N/A N/A N/A
P = N/A N/A N/A N/A
Five year period:
ERV = N/A N/A N/A N/A
n = N/A N/A N/A N/A
T = N/A N/A N/A N/A
P = N/A N/A N/A N/A
Life of Class C
(since November 11, 1995, April 12, 1995, April 21, 1995 and July 7, 1995):
ERV = 1,022.40 1,082.91 1,081.33 1,063.47
n = 1 1 1 1
T = 2.24 8.29 8.13 6.35
P = 1,000 1,000 1,000 1,000
</TABLE>
EXHIBIT 16
COMPUTATION OF PERFORMANCE QUOTATIONS
VOYAGEUR INVESTMENT TRUST
Cumulative total return figures for the periods ending December 31, 1995 are
calculated as follows:
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
the period
P = initial payment of $1,000
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class A
(inception January 1, 1992, March 2, 1995, October 15, 1992, October 10,
1992 and October 5, 1992)
P = 1,000 1,000 1,000 1,000 1,000
ERV = 1,322.83 1,071.47 1,217.87 1,280.95 1,247.69
CTR = 32.28 7.15 21.79 28.09 24.77
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
(inception November 2, 1992, November 30, 1992, August 1, 1993 and August 1, 1993)
P = 1,000 1,000 1,000 1,000
ERV = 1,201.60 1,215.06 1,142.04 1,086.37
CTR = 20.16 21.51 14.20 8.64
</TABLE>
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class B
(inception March 1, 1994, September 15, 1995, March 1, 1994, May 27,
1995 and March 3, 1994)
P = 1,000 1,000 1,000 1,000 1,000
ERV = 1,126.43 1,051.02 1,094.73 1,065.97 1,108.01
CTR = 12.64 5.10 9.47 6.60 10.80
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
(inception March 12, 1984, April 8, 1995, October 24, 1995 and March 12, 1995)
P = 1,000 1,000 1,000 1,000
ERV = 1,116.80 1,087.63 1,032.97 1,111.04
CTR = 11.68 8.76 3.30 11.10
</TABLE>
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class C
(inception N/A, April 22, 1995, April 12, 1995, N/A and N/A)
P = N/A 1,000 1,000 N/A N/A
ERV = N/A 1,088.83 1,077.74 N/A N/A
CTR = N/A 8.88 7.77 N/A N/A
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
(inception November 11, 1995, April 12, 1995, April 21, 1995 and July 7, 1995)
P = 1,000 1,000 1,000 1,000
ERV = 1,022.40 1,082.91 1,081.33 1,063.47
CTR = 2.24 8.29 8.13 6.35
</TABLE>
EXHIBIT 16
COMPUTATION OF PERFORMANCE QUOTATIONS
VOYAGEUR INVESTMENT TRUST
The 30 day SEC yield for the period ending December 31, 1995 is calculated as
follows:
Formula: 2(((a-b)+1)6 -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
d = the maximum offering price per share on the last day of
the period
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class A
a = 1,085,000 20,475.00 155,727.97 19,046.86 98,423.14
b = 29,694.49 (34.16) 7,176.80 (1,118.99) 1,385.96
c = 22,231,712.4916 400,729.7929 3,203,052.8781 376,918.5011 1,958,939.4911
d = 11.49 11.27 11.18 11.47 11.31
SEC Yield = 5.01 5.51 5.03 5.66 5.31
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C>
a = 224,250.00 46,950.00 9,162.16 92,489.06
b = 5,068.65 (1,471.45) 585.15 3,346.50
c = 4,753,527.3728 1,005,578.4464 194,851.4203 2,129,178.5476
d = 11.07 11.27 10.96 10.55
SEC Yield = 5.05 5.18 4.87 4.81
</TABLE>
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class B
a = 12,460.00 398.72 27,031.40 1,660.42 2,873.01
b = 1,232.00 16.80 3,064.62 109.86 367.86
c = 256,026.643 7,817.1097 555,958.0021 32,857.999 57,184.153
d = 10.94 10.73 10.65 11.04 10.89
SEC Yield = 4.86 5.53 4.91 5.18 4.88
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C>
a = 27,509.76 2,922.61 69.64 12,397.07
b = 2,738.08 255.04 13.46 1,512.23
c = 584,047.0848 62,693.8319 1,479.29 285,489.3683
d = 10.54 10.74 10.44 10.05
SEC Yield = 4.88 4.80 4.41 4.60
</TABLE>
<TABLE>
<CAPTION>
FLORIDA CALIFORNIA
INSURED FLORIDA INSURED UTAH NEW MEXICO
TAX FREE TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND FUND
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Class C
a = N/A 41.24 244.16 N/A N/A
b = N/A 5.39 45.25 N/A N/A
c = N/A 805.826 5,019.981 N/A N/A
d = N/A 10.73 10.65 N/A N/A
SEC Yield = N/A 5.03 4.51 N/A N/A
</TABLE>
<TABLE>
<CAPTION>
MISSOURI WASHINGTON OREGON
INSURED KANSAS INSURED INSURED
TAX FREE TAX FREE TAX FREE TAX FREE
FUND FUND FUND FUND
---- ---- ---- ----
<S> <C> <C> <C> <C>
a = 90.92 123.73 84.40 1,079.59
b = 17.42 15.91 20.37 222.79
c = 1,932.469 2,659.1439 1,795.7285 24,846.9389
d = 10.54 10.72 10.43 10.05
SEC Yield = 4.37 4.58 4.14 4.15
</TABLE>
VOYAGEUR FUNDS, INC.
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.
VOYAGEUR MUTUAL FUNDS IV, INC.
POWER OF ATTORNEY
The undersigned, duly elected directors, trustees and/or officers of
Voyageur Funds, Inc., 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 Voyageur Mutual Funds IV, Inc.
(collectively, the "Funds") appoint John G. Taft, Kenneth R. Larsen, Theodore E.
Jessen and Thomas J. Abood, or any one of them, on their behalf as directors,
trustees and/or officers of the Funds, as attorney-in-fact for the purpose of
signing their names and filing with the Securities and Exchange Commission or
any other regulatory authority as may be desirable or necessary, notifications,
registration statements and other filings, and any and all amendments to said
notifications, registration statements and other filings, and all exhibits
thereto and other documents, for the purpose of registering the Funds under the
Investment Company Act of 1940, registering shares of common stock of the Funds
under the Securities Act of 1933 and filing all other documents as may be
required by any federal or state securities commission or otherwise.
REGISTRANT FILE NO.
Voyageur Funds, Inc. 33-16270
Voyageur Tax Free Funds, Inc. 2-87910
Voyageur Insured Funds, Inc. 33-11235
Voyageur Intermediate Tax Free Funds, Inc. 2-99266
Voyageur Investment Trust 33-42827
REGISTRANT FILE NO.
Voyageur Investment Trust II 33-75112
Voyageur Mutual Funds, Inc. 33-63238
Voyageur Mutual Funds II, Inc. 33-11495
Voyageur Mutual Funds III, Inc. 2-95928
Voyageur Mutual Funds IV, Inc. 2-95930
/s/ John G. Taft
- ----------------------
John G. Taft
President of all Funds
(except Voyageur Mutual Funds II, Inc.)
/s/ Kenneth R. Larsen
- ----------------------
Kenneth R. Larsen
Treasurer (Principal Financial and
Accounting Officer of all Funds)
/s/ Andrew M. McCullagh, Jr.
- ----------------------------
Andrew M. McCullagh, Jr.
President of Voyageur Mutual Funds II, Inc.
/s/ Thomas F. Madison
- ----------------------
Thomas F. Madison
Director/Trustee of all Funds
/s/ Clarence G. Frame
- ----------------------
Clarence G. Frame
Director/Trustee of all Funds
/s/ James W. Nelson
- ----------------------
James W. Nelson
Director/Trustee of all Funds
/s/ Robert J. Odegard
- ----------------------
Robert J. Odegard
Director/Trustee of all Funds
/s/ Richard F. McNamara
- -----------------------
Richard F. McNamara
Director/Trustee of all Funds
Dated: January 24, 1995
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VAM INSTITUTIONAL FUNDS, INC.
Multiple Class Plan Pursuant to Rule 18f-3
Adopted as of December 29, 1995
I. PREAMBLE.
Each of the funds listed below (each a "Fund", and collectively the
"Funds"), is a separate series of one of the above-captioned registrants (each,
a "Company"). Each Fund has elected to rely on Rule 18f-3 under the Investment
Company Act of 1940, as amended (the "1940 Act") in offering multiple classes of
shares in such Fund:
<TABLE>
<CAPTION>
<S> <C>
Voyageur Minnesota Tax Free Fund Voyageur Washington Insured Tax Free Fund
Voyageur North Dakota Tax Free Fund Voyageur Florida Tax Free Fund
Voyageur Minnesota Limited Term Tax Free Fund Voyageur Florida Limited Term Tax Free Fund
Voyageur National Limited Term Tax Free Fund Voyageur Iowa Tax Free Fund
Voyageur Arizona Limited Term Tax Free Fund Voyageur Wisconsin Tax Free Fund
Voyageur Colorado Limited Term Tax Free Fund Voyageur Idaho Tax Free Fund
Voyageur California Limited Term Tax Free Fund Voyageur Arizona Tax Free Fund
Voyageur Minnesota Insured Fund Voyageur California Tax Free Fund
Voyageur Arizona Insured Tax Free Fund Voyageur National Tax Free Fund
Voyageur National Insured Tax Free Fund Voyageur Colorado Tax Free Fund
Voyageur Colorado Insured Tax Free Fund Voyageur Growth Stock Fund
Voyageur U.S. Government Securities Fund Voyageur International Equity Fund
Voyageur Florida Insured Tax Free Fund Voyageur Aggressive Growth Fund
Voyageur California Insured Tax Free Fund Voyageur Growth and Income Fund
Voyageur Kansas Tax Free Fund VAM Global Fixed Income Fund
Voyageur Missouri Insured Tax Free Fund VAM Short Duration Government Agency Fund
Voyageur New Mexico Tax Free Fund VAM Intermediate Duration Government Agency Fund
Voyageur Oregon Insured Tax Free Fund VAM Government Mortgage Fund
Voyageur Utah Tax Free Fund VAM Short Duration Total Return Fund
VAM Intermediate Duration Total Return Fund VAM Intermediate Duration Municipal Fund
</TABLE>
This Plan sets forth the differences among classes of shares of the Funds,
including distribution arrangements, shareholder services, expense allocations,
conversion and exchange options, and voting rights.
II. ATTRIBUTES OF SHARE CLASSES.
The attributes of each existing class of the existing Funds with respect to
distribution arrangements, shareholder services, and conversion and exchange
options shall be as set forth in the following materials:
A. Prospectus and Statement of Additional Information of each respective
Fund dated March 1, 1995 (with respect to the Funds which invest primarily in
municipal bonds).
B. Prospectus and Statement of Additional Information of the VAM
Institutional Funds dated August 1, 1995.
C. Prospectus and Statement of Additional Information of each respective
Fund dated September 1, 1995 with respect to the Funds which invest primarily in
equity securities.
D. Prospectus and Statement of Additional Information of U.S. Government
Securities Fund dated November 1, 1995.
E. Plan of Distribution for each Company and Fund in the form reapproved by
the Board of Directors on April 21, 1995. Expenses of such existing classes of
the Funds shall continue to be allocated in the manner set forth in III below.
Each such existing class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement for shareholder
services and the distribution of shares and shall have separate voting rights on
any matter submitted to shareholders in which the interests of one class differ
from the interest of any other class, and shall have in all other respects the
same rights and obligations as each other class.
III. EXPENSE ALLOCATIONS.
Expenses of the existing classes of the existing Funds shall be allocated
as follows:
A. Distribution fees and service fees relating to the respective classes of
shares, as set forth in the materials referred to in II above, shall be borne
exclusively by the classes of shares to which they relate.
B. Except as set forth in A above, expenses of the Funds shall be borne at
the Fund level and shall not be allocated on a class basis.
Unless and until this Plan is amended to provide otherwise, the methodology
and procedures for calculating the net asset value of the respective classes of
shares of the Funds and the allocation of income and expenses among the
respective classes shall be as set forth in the "Multi-Class Accounting
Methodology" and "Report" dated October 4, 1993 rendered by KPMG Peat Marwick.
The foregoing allocations shall in all cases be made in a manner consistent
with each Company's private letter ruling from the Internal Revenue Service with
respect to multiple classes of shares.
IV. AMENDMENT OF PLAN; PERIODIC REVIEW.
A. NEW FUNDS AND NEW CLASSES. With respect to any new portfolio of a
Company created after the date of this Plan and any new class of shares of the
existing Funds created after the date of this Plan, the Board of
Directors/Trustees of such Company shall approve amendments to this Plan setting
forth the attributes of the classes of shares of such new portfolio or of such
new class of shares.
B. MATERIAL AMENDMENTS AND PERIODIC REVIEWS. The Board of
Directors/Trustees of each Company, including a majority of the independent
directors/trustees, shall periodically review this Plan for its continued
appropriateness and shall approve any material amendment of this Plan as it
relates to any class of any Fund covered by this Plan.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 1
<NAME> VOYAGEUR FLORIDA INSURED TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 235,230,708
<INVESTMENTS-AT-VALUE> 247,437,810
<RECEIVABLES> 4,267,285
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 20,052
<TOTAL-ASSETS> 251,725,147
<PAYABLE-FOR-SECURITIES> 4,219,250
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,266,567
<TOTAL-LIABILITIES> 6,485,817
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 245,805,537
<SHARES-COMMON-STOCK> 22,417,011
<SHARES-COMMON-PRIOR> 25,393,802
<ACCUMULATED-NII-CURRENT> 69,987
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (12,843,296)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12,207,102
<NET-ASSETS> 245,239,330
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 14,154,310
<OTHER-INCOME> 0
<EXPENSES-NET> 1,230,660
<NET-INVESTMENT-INCOME> 12,923,650
<REALIZED-GAINS-CURRENT> (10,106,237)
<APPREC-INCREASE-CURRENT> 44,984,832
<NET-CHANGE-FROM-OPS> 47,802,245
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 13,311,715
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,642,650
<NUMBER-OF-SHARES-REDEEMED> 4,967,755
<SHARES-REINVESTED> 348,314
<NET-CHANGE-IN-ASSETS> 3,534,314
<ACCUMULATED-NII-PRIOR> 456,366
<ACCUMULATED-GAINS-PRIOR> (2,737,059)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,235,118
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,357,331
<AVERAGE-NET-ASSETS> 247,033,090
<PER-SHARE-NAV-BEGIN> 9.52
<PER-SHARE-NII> 0.54
<PER-SHARE-GAIN-APPREC> 1.44
<PER-SHARE-DIVIDEND> 0.56
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.94
<EXPENSE-RATIO> 0.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 2
<NAME> VOYAGEUR CALIFORNIA INSURED TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 37,358,529
<INVESTMENTS-AT-VALUE> 39,496,249
<RECEIVABLES> 781,443
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 40,277,692
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 335,368
<TOTAL-LIABILITIES> 335,368
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,982,723
<SHARES-COMMON-STOCK> 3,750,511
<SHARES-COMMON-PRIOR> 3,238,306
<ACCUMULATED-NII-CURRENT> 96
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,178,215)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,137,720
<NET-ASSETS> 39,942,324
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,164,590
<OTHER-INCOME> 0
<EXPENSES-NET> 256,650
<NET-INVESTMENT-INCOME> 1,907,940
<REALIZED-GAINS-CURRENT> (855,703)
<APPREC-INCREASE-CURRENT> 5,542,753
<NET-CHANGE-FROM-OPS> 6,594,990
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,974,741
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,142,853
<NUMBER-OF-SHARES-REDEEMED> 704,316
<SHARES-REINVESTED> 73,668
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 66,897
<ACCUMULATED-GAINS-PRIOR> (322,512)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 184,315
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 408,436
<AVERAGE-NET-ASSETS> 36,890,456
<PER-SHARE-NAV-BEGIN> 9.33
<PER-SHARE-NII> 0.53
<PER-SHARE-GAIN-APPREC> 1.34
<PER-SHARE-DIVIDEND> 0.55
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.65
<EXPENSE-RATIO> 0.46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 6
<NAME> VOYAGEUR KANSAS TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 10,794,843
<INVESTMENTS-AT-VALUE> 11,434,783
<RECEIVABLES> 255,092
<ASSETS-OTHER> 255,137
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,945,012
<PAYABLE-FOR-SECURITIES> 483,724
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67,345
<TOTAL-LIABILITIES> 551,069
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 10,878,646
<SHARES-COMMON-STOCK> 1,061,966
<SHARES-COMMON-PRIOR> 774,490
<ACCUMULATED-NII-CURRENT> 6,256
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (130,899)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 639,940
<NET-ASSETS> 11,393,943
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 530,002
<OTHER-INCOME> 0
<EXPENSES-NET> 25,766
<NET-INVESTMENT-INCOME> 504,236
<REALIZED-GAINS-CURRENT> (130,899)
<APPREC-INCREASE-CURRENT> 1,235,987
<NET-CHANGE-FROM-OPS> 1,609,324
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 499,439
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 411,690
<NUMBER-OF-SHARES-REDEEMED> 153,127
<SHARES-REINVESTED> 28,913
<NET-CHANGE-IN-ASSETS> 4,039,428
<ACCUMULATED-NII-PRIOR> 1,459
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 47,512
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 107,168
<AVERAGE-NET-ASSETS> 9,513,439
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> 0.56
<PER-SHARE-GAIN-APPREC> 1.22
<PER-SHARE-DIVIDEND> 0.55
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.73
<EXPENSE-RATIO> 0.37
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 3
<NAME> VOYAGEUR MISSOURI INSURED TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 53,201,156
<INVESTMENTS-AT-VALUE> 55,725,926
<RECEIVABLES> 1,026,459
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 56,752,385
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 326,108
<TOTAL-LIABILITIES> 326,108
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 54,651,109
<SHARES-COMMON-STOCK> 5,354,483
<SHARES-COMMON-PRIOR> 4,373,722
<ACCUMULATED-NII-CURRENT> 79
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (749,681)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,524,770
<NET-ASSETS> 56,426,277
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,860,527
<OTHER-INCOME> 0
<EXPENSES-NET> 256,407
<NET-INVESTMENT-INCOME> 2,604,120
<REALIZED-GAINS-CURRENT> (376,865)
<APPREC-INCREASE-CURRENT> 6,566,685
<NET-CHANGE-FROM-OPS> 8,793,940
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,651,472
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,370,161
<NUMBER-OF-SHARES-REDEEMED> 526,470
<SHARES-REINVESTED> 137,070
<NET-CHANGE-IN-ASSETS> 15,894,482
<ACCUMULATED-NII-PRIOR> 47,431
<ACCUMULATED-GAINS-PRIOR> (372,816)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 250,578
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 569,160
<AVERAGE-NET-ASSETS> 50,043,031
<PER-SHARE-NAV-BEGIN> 9.27
<PER-SHARE-NII> 0.52
<PER-SHARE-GAIN-APPREC> 1.29
<PER-SHARE-DIVIDEND> 0.54
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.54
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 7
<NAME> VOYAGEUR NEW MEXICO TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 20,611,794
<INVESTMENTS-AT-VALUE> 21,743,907
<RECEIVABLES> 391,801
<ASSETS-OTHER> 420
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,136,128
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 128,391
<TOTAL-LIABILITIES> 128,391
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21,750,154
<SHARES-COMMON-STOCK> 2,021,368
<SHARES-COMMON-PRIOR> 2,082,748
<ACCUMULATED-NII-CURRENT> 9,613
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (884,143)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,132,113
<NET-ASSETS> 22,007,737
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,274,780
<OTHER-INCOME> 0
<EXPENSES-NET> 181,993
<NET-INVESTMENT-INCOME> 1,092,787
<REALIZED-GAINS-CURRENT> (292,719)
<APPREC-INCREASE-CURRENT> 3,022,227
<NET-CHANGE-FROM-OPS> 3,822,295
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,132,244
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 311,002
<NUMBER-OF-SHARES-REDEEMED> 412,976
<SHARES-REINVESTED> 40,594
<NET-CHANGE-IN-ASSETS> 2,029,934
<ACCUMULATED-NII-PRIOR> 49,070
<ACCUMULATED-GAINS-PRIOR> (591,424)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 108,209
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 240,665
<AVERAGE-NET-ASSETS> 21,647,561
<PER-SHARE-NAV-BEGIN> 9.59
<PER-SHARE-NII> 0.52
<PER-SHARE-GAIN-APPREC> 1.33
<PER-SHARE-DIVIDEND> 0.55
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.89
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 4
<NAME> VOYAGEUR OREGON INSURED TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 24,868,091
<INVESTMENTS-AT-VALUE> 26,120,182
<RECEIVABLES> 288,873
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 26,409,055
<PAYABLE-FOR-SECURITIES> 1,471,459
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 311,894
<TOTAL-LIABILITIES> 1,783,353
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,794,644
<SHARES-COMMON-STOCK> 2,450,518
<SHARES-COMMON-PRIOR> 1,789,079
<ACCUMULATED-NII-CURRENT> 64
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (421,097)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,252,091
<NET-ASSETS> 24,625,702
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,150,885
<OTHER-INCOME> 0
<EXPENSES-NET> 105,120
<NET-INVESTMENT-INCOME> 1,045,765
<REALIZED-GAINS-CURRENT> (180,193)
<APPREC-INCREASE-CURRENT> 2,558,154
<NET-CHANGE-FROM-OPS> 3,423,726
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,058,712
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 998,918
<NUMBER-OF-SHARES-REDEEMED> 397,069
<SHARES-REINVESTED> 59,590
<NET-CHANGE-IN-ASSETS> 8,672,922
<ACCUMULATED-NII-PRIOR> 13,011
<ACCUMULATED-GAINS-PRIOR> (240,904)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 103,343
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 247,196
<AVERAGE-NET-ASSETS> 20,692,599
<PER-SHARE-NAV-BEGIN> 8.92
<PER-SHARE-NII> 0.49
<PER-SHARE-GAIN-APPREC> 1.14
<PER-SHARE-DIVIDEND> 0.50
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.05
<EXPENSE-RATIO> 0.54
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 8
<NAME> VOYAGEUR UTAH TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 4,293,315
<INVESTMENTS-AT-VALUE> 4,482,022
<RECEIVABLES> 61,827
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,543,849
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 39,744
<TOTAL-LIABILITIES> 39,744
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,384,125
<SHARES-COMMON-STOCK> 408,118
<SHARES-COMMON-PRIOR> 380,607
<ACCUMULATED-NII-CURRENT> 2,884
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (71,611)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 188,707
<NET-ASSETS> 4,504,105
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 243,516
<OTHER-INCOME> 0
<EXPENSES-NET> 15,484
<NET-INVESTMENT-INCOME> 228,032
<REALIZED-GAINS-CURRENT> (59,790)
<APPREC-INCREASE-CURRENT> 547,395
<NET-CHANGE-FROM-OPS> 715,637
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 229,322
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 75,696
<NUMBER-OF-SHARES-REDEEMED> 57,219
<SHARES-REINVESTED> 9,034
<NET-CHANGE-IN-ASSETS> 775,612
<ACCUMULATED-NII-PRIOR> 4,174
<ACCUMULATED-GAINS-PRIOR> (11,821)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,769
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 61,276
<AVERAGE-NET-ASSETS> 4,155,040
<PER-SHARE-NAV-BEGIN> 9.80
<PER-SHARE-NII> 0.59
<PER-SHARE-GAIN-APPREC> 1.24
<PER-SHARE-DIVIDEND> 0.59
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.04
<EXPENSE-RATIO> 0.38
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 5
<NAME> VOYAGEUR WASHINGTON INSURED TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 2,112,491
<INVESTMENTS-AT-VALUE> 2,218,062
<RECEIVABLES> 32,549
<ASSETS-OTHER> 226
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,250,837
<PAYABLE-FOR-SECURITIES> 97,809
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,633
<TOTAL-LIABILITIES> 117,442
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,105,746
<SHARES-COMMON-STOCK> 204,407
<SHARES-COMMON-PRIOR> 222,438
<ACCUMULATED-NII-CURRENT> 65
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (77,987)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 105,571
<NET-ASSETS> 2,133,395
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 118,889
<OTHER-INCOME> 0
<EXPENSES-NET> 3,402
<NET-INVESTMENT-INCOME> 115,487
<REALIZED-GAINS-CURRENT> (77,987)
<APPREC-INCREASE-CURRENT> 315,135
<NET-CHANGE-FROM-OPS> 352,635
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 116,736
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 80,281
<NUMBER-OF-SHARES-REDEEMED> 102,397
<SHARES-REINVESTED> 4,085
<NET-CHANGE-IN-ASSETS> 84,467
<ACCUMULATED-NII-PRIOR> 1,314
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10,374
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 35,656
<AVERAGE-NET-ASSETS> 2,076,801
<PER-SHARE-NAV-BEGIN> 9.21
<PER-SHARE-NII> 0.59
<PER-SHARE-GAIN-APPREC> 1.21
<PER-SHARE-DIVIDEND> 0.57
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.44
<EXPENSE-RATIO> 0.28
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000879342
<NAME> VOYAGEUR INVESTMENT TRUST
<SERIES>
<NUMBER> 9
<NAME> VOYAGEUR FLORIDA TAX FREE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 4,389,074
<INVESTMENTS-AT-VALUE> 4,604,360
<RECEIVABLES> 90,222
<ASSETS-OTHER> 72,479
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,767,061
<PAYABLE-FOR-SECURITIES> 196,415
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 39,684
<TOTAL-LIABILITIES> 236,099
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,315,638
<SHARES-COMMON-STOCK> 422,370
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 38
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 215,286
<NET-ASSETS> 4,530,962
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 123,053
<OTHER-INCOME> 0
<EXPENSES-NET> 7,032
<NET-INVESTMENT-INCOME> 116,021
<REALIZED-GAINS-CURRENT> 8,195
<APPREC-INCREASE-CURRENT> 215,286
<NET-CHANGE-FROM-OPS> 339,502
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 115,983
<DISTRIBUTIONS-OF-GAINS> 8,195
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 724,530
<NUMBER-OF-SHARES-REDEEMED> 307,874
<SHARES-REINVESTED> 5,714
<NET-CHANGE-IN-ASSETS> 4,530,962
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10,974
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 42,177
<AVERAGE-NET-ASSETS> 2,644,236
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.47
<PER-SHARE-GAIN-APPREC> 0.75
<PER-SHARE-DIVIDEND> 0.47
<PER-SHARE-DISTRIBUTIONS> 0.02
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.73
<EXPENSE-RATIO> 0.32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
