<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 33-42827
File No. 811-6411
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 16 X
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AND -----
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 16
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VOYAGEUR INVESTMENT FUND, INC.
(formerly known as Voyageur Investment Trust)
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(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-2923
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George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
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(Name and Address of Agent for Service)
Approximate Date of Public Offering: December 29, 1998
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It is proposed that this filing will become effective:
_______ immediately upon filing pursuant to paragraph (b)
_______ on (date) pursuant to paragraph (b)
___X___ 60 days after filing pursuant to paragraph (a)(1)
_______ on (date) pursuant to paragraph (a)(1)
_______ 75 days after filing pursuant to paragraph (a)(2)
_______ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate:
________ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment
<PAGE>
Title of Securities Being Registered
------------------------------------
Tax-Free California Insured Fund A Class
Tax-Free California Insured Fund B Class
Tax-Free California Insured Fund C Class
Tax-Free Florida Insured Fund A Class
Tax-Free Florida Insured Fund B Class
Tax-Free Florida Insured Fund C Class
Tax-Free Florida Fund A Class
Tax-Free Florida Fund B Class
Tax-Free Florida Fund C Class
Tax-Free Kansas Fund A Class
Tax-Free Kansas Fund B Class
Tax-Free Kansas Fund C Class
Tax-Free Missouri Insured Fund A Class
Tax-Free Missouri Insured Fund B Class
Tax-Free Missouri Insured Fund C Class
Tax-Free New Mexico Fund A Class
Tax-Free New Mexico Fund B Class
Tax-Free New Mexico Fund C Class
Tax-Free Oregon Insured Fund A Class
Tax-Free Oregon Insured Fund B Class
Tax-Free Oregon Insured Fund C Class
Tax-Free Utah Fund A Class
Tax-Free Utah Fund B Class
Tax-Free Utah Fund C Class
Tax-Free Washington Insured Fund A Class
Tax-Free Washington Insured Fund B Class
Tax-Free Washington Insured Fund C Class
This amendment is being filed pursuant to Rule 414 under the Securities Act of
1933. The successor issuer, Voyageur Investment Fund, Inc. is filing the
amendment to the registration statement of Voyageur Investment Trust, the
predecessor issuer, and expressly adopting the registration statement as its own
for all purposes of the Securities Act of 1933 and the Investment Company Act of
1940.
This filing is made in anticipation of the reorganization of Voyageur Investment
Trust, a Massachusetts business trust, whereby the Trust will merge into the
Voyageur Investment Fund, Inc.
Shareholders are expected to approve this reorganization at a meeting expressly
called for that purpose scheduled for December 4, 1998.
<PAGE>
--- C O N T E N T S ---
This Post-Effective Amendment No. 16 to Registration File No. 33-42827
includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheets(1)
4. Part A - Prospectus(2)
5. Part B - Statement of Additional Information(2)
6. Part C - Other Information(2)(3)
7. Signatures
(1) This Post-Effective Amendment relates to the Registrant's nine series of
shares and their classes. Shares of each Series are described in a common
Prospectus, Statement of Additional Information and Part C.
(2) The Registrant's Prospectus and Statement of Additional Information dated
December 29, 1998 are incorporated into this filing by reference to the
electronic filing of Post-Effective Amendment No. 21 to the Registration
Statement of Voyageur Mutual Funds, Inc. filed October 29, 1998.
(3) Items 28 and 29 to Part C are incorporated into this filing by reference to
the electronic filing of Post-Effective Amendment No. 21 to the Registration
Statement of Voyageur Mutual Funds, Inc. filed October 29, 1998.
<PAGE>
CROSS-REFERENCE SHEET
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PART A
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<TABLE>
<CAPTION>
Item No. Description Location in Prospectus*
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<S> <C> <C>
1 Cover Page................................................. Cover Page
2 Synopsis................................................... Synopsis; Summary
of Expenses
3 Condensed Financial Information............................ Financial Highlights
4 General Description of Registrant.......................... Investment Objectives and
Policies; Classes of Shares
5 Management of the Fund..................................... Management of the Funds
6 Capital Stock and Other Securities......................... The Delaware
Difference; Dividends and
Distributions; Taxes; Classes
of Shares
7 Purchase of Securities Being Offered....................... Cover Page; How to Buy
Shares; Calculation of
Offering Price and Net Asset
Value Per Share; Management
of the Funds
8 Redemption or Repurchase................................... How to Buy Shares;
Redemption and Exchange
9 Legal Proceedings.......................................... None
</TABLE>
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* The Prospectus is included in and hereby incorporated by reference to
Post-Effective Amendment No. 21 of Voyageur Mutual Funds, Inc.'s Registration
Statement (File No. 33-63238).
<PAGE>
CROSS-REFERENCE SHEET
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PART B
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<TABLE>
<CAPTION>
Location in Statement of
Item No. Description Additional Information*
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<S> <C> <C>
10 Cover Page..................................................... Cover Page
11 Table of Contents.............................................. Table of Contents
12 General Information and History................................ Inapplicable
13 Investment Objectives and Policy............................... Investment Policies
and Restrictions
14 Management of the Registrant................................... Officers and Directors
15 Control Persons and Principal Holders of Securities............ Officers and Directors
16 Investment Advisory and Other Services......................... Officers and Directors;
Investment Management
Agreements and Sub-Advisory
Agreements; General Information;
Financial Statements
17 Brokerage Allocation........................................... Trading Practices and Brokerage
18 Capital Stock and Other Securities............................. Capitalization and
Noncumulative Voting
(under General Information)
19 Purchase, Redemption and Pricing of Securities
Being Offered.................................................. Purchasing Shares;
Determining Offering Price
and Net Asset Value;
Redemption and Repurchase;
Exchange Privilege
20 Tax Status..................................................... Distributions; Taxes
21 Underwriters................................................... Purchasing Shares
22 Calculation of Performance Data................................ Performance Information
23 Financial Statements........................................... Financial Statements
</TABLE>
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* The Statement of Additional Information is included in and hereby incorporated
by reference to Post-Effective Amendment No. 21 of Voyageur Mutual Funds,
Inc.'s Registration Statement (File No. 33-63238).
<PAGE>
CROSS-REFERENCE SHEET
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PART C
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<TABLE>
<CAPTION>
Item No. Description Location in Part C
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<S> <C> <C>
24 Financial Statements and Exhibits..................................... Item 24
25 Persons Controlled by or under Common Control
with Registrant....................................................... Item 25
26 Number of Holders of Securities....................................... Item 26
27 Indemnification....................................................... Item 27
28 Business and Other Connections of Investment Adviser.................. Item 28*
29 Principal Underwriters................................................ Item 29*
30 Location of Accounts and Records...................................... Item 30
31 Management Services................................................... Item 31
32 Undertakings.......................................................... Item 32
</TABLE>
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* Items 28 and 29 to Part C are included in and hereby incorporated by reference
to Post-Effective Amendment No. 21 of Voyageur Mutual Funds, Inc.'s
Registration (File No. 33-63238).
<PAGE>
PART C
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Other Information
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Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - Financial Highlights
*Part B - Statement of Net Assets
Statement of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Accountant's Report
* The financial statements and Accountant's Report listed above
relating to Voyageur Investment Fund, Inc. are incorporated into
this filing by reference into the Fund's Part B from the
Registrant's Annual Report for the fiscal year ended August 31,
1998.
(b) Exhibits:
(1) Articles of Incorporation. Attached as Exhibit.
(2) By-Laws. Attached as Exhibit.
(3) Voting Trust Agreement. Inapplicable.
(4) Copies of All Instruments Defining the Rights of Holders.
(a) Articles of Incorporation and Articles Supplementary.
Attached as Exhibit 24(b)(1)
(b) By-Laws. Attached as Exhibit 24(b)(2).
<PAGE>
PART C - Other Information
(Continued)
(5) Investment Management Agreement.
(a) Form of Investment Management Agreement between Delaware
Management Company, Inc. and the Registrant (1998)
attached as Exhibit.
(6) (a) Distribution Agreement.
(i) Executed Distribution Agreement (March 1, 1997)
between Delaware Distributors, L.P. and the Registrant
on behalf of each Fund attached as Exhibit.
(b) Administration and Service Agreement. Form of
Administration and Service Agreement (as amended November
1995) (Module) incorporated into this filing by reference
to Post-Effective Amendment No. 13 filed August 28, 1997.
(c) Dealer's Agreement. Dealer's Agreement (as amended
November 1995) (Module) incorporated into this filing by
reference to Post-Effective Amendment No. 13 filed August
28, 1997.
(d) Mutual Fund Agreement for the Delaware Group of Funds (as
amended November 1995) (Module) incorporated into this
filing by reference to Post-Effective Amendment No. 13
filed August 28, 1997.
(7) Bonus, Profit Sharing, Pension Contracts. Inapplicable.
(8) Custodian Agreement.
(a) Custodian Contract with Norwest Bank Minnesota N.A.
(April 20, 1992) incorporated into this filing by
reference to Post-Effective Amendment No. 11 filed April
30, 1996.
(9) Other Material Contracts.
(a) Shareholder Services Agreement (1997) between Delaware
Service Company, Inc. and the Registrant on behalf of each
Fund (Module) incorporated into this filing by reference
to Post-Effective Amendment No. 13 filed August 28, 1997.
(b) Executed Fund Accounting Agreement (August 19, 1996)
between Delaware Service Company, Inc. and the Registrant
on behalf of each Fund (Module) incorporated into this
filing by reference to Post-Effective Amendment No. 13
filed August 28, 1997.
(i) Executed Amendment No. 9 (March 31, 1998) to
Schedule A to Delaware Group of Funds Fund
Accounting Agreement attached as Exhibit.
<PAGE>
PART C - Other Information
(Continued)
(ii) Form of Amendment No.10 (1998) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement
attached as Exhibit.
(iii) Form of Amendment No.11 (1998) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement
attached as Exhibit.
(iv) Form of Amendment No.12 (1998) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement
attached as Exhibit.
(10) Opinion of Counsel. Attached as Exhibit.
(11) Consent of Auditors. Attached as Exhibit.
(12) Inapplicable.
(13) Letter of Investment Intent incorporated into this filing by
reference to Pre-Effective Amendment No. 1 filed on November
22, 1992.
(14) Inapplicable.
(15) Plans under Rule 12b-1.
(a) Plan under Rule 12b-1 for Class A, B and C Shares (1997)
of Voyageur Investment Trust on behalf of each Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 11 filed April 30, 1996.
(16) Schedules of Computation for each Performance Quotation.
(a) Schedules of Computation of Fund performance for each Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 11 filed April 30, 1996.
(17) Financial Data Schedules. Attached as Exhibits.
(18) Plan under Rule 18f-3.
(a) Plan under Rule 18f-3 (June 19, 1997) incorporated into
this filing by reference to Post-Effective Amendment
No. 15 filed April 29, 1998.
(19) Other: Trustees' Power of Attorney. Incorporated into this
filing by reference to Post-Effective Amendment No. 15 filed
April 29, 1998.
Item 25. Persons Controlled by or under Common Control with Registrant. None.
<PAGE>
PART C - Other Information
(Continued)
Item 26. Number of Holders of Securities.
<TABLE>
<CAPTION>
<S> <C>
(1) (2)
Number of
Title of Class Record Holders
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Voyageur Investment Fund, Inc.
Tax-Free Florida Insured Fund's:
Tax-Free Florida Insured Fund A Shares: 3,525 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Florida Insured Fund Class B Shares: 85 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Florida Insured Fund Class C Shares: 2 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Voyageur Investment Fund, Inc.
Tax-Free California Insured Fund's:
Tax-Free California Insured Fund Class A Shares: 493 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free California Insured Fund Class B Shares: 111 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free California Insured Fund Class C Shares: 7 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Voyageur Investment Fund, Inc.
Tax-Free Missouri Insured Fund's:
Tax-Free Missouri Insured Fund Class A Shares: 1,252 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Missouri Insured Fund Class B Shares: 332 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
</TABLE>
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
<S> <C>
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Tax-Free Missouri Insured Fund Class C Shares: 8 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Voyageur Investment Fund, Inc.
Tax-Free Oregon Insured Fund's:
Tax-Free Oregon Insured Fund Class A Shares: 594 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Oregon Insured Fund Class B Shares: 158 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Oregon Insured Fund Class C Shares: 28 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Voyageur Investment Fund, Inc.
Tax-Free Washington Insured Fund's:
Tax-Free Washington Insured Fund Class A Shares: 60 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Washington Insured Fund Class B Shares: 45 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Washington Insured Fund Class C Shares: 6 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Voyageur Investment Fund, Inc.
Tax-Free Kansas Fund's:
Tax-Free Kansas Fund Class A Shares: 276 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
</TABLE>
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
<S> <C>
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Tax-Free Kansas Fund Class B Shares: 99 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Kansas Fund Class C Shares: 9 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Voyageur Investment Fund, Inc.
Tax-Free New Mexico Fund's:
Tax-Free New Mexico Fund Class A Shares: 417 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free New Mexico Fund Class B Shares: 48 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free New Mexico Fund Class C Shares: 17 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Voyageur Investment Fund, Inc.
Tax-Free Utah Fund's:
Tax-Free Utah Fund Class A Shares: 72 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Utah Fund Class B Shares: 10 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Utah Fund Class C Shares: 2 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
</TABLE>
<PAGE>
PART C - Other Information
(Continued)
<TABLE>
<CAPTION>
<S> <C>
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Voyageur Investment Fund, Inc.
Tax-Free Florida Fund's:
Tax-Free Florida Fund Class A Shares: 137 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Florida Fund Class B Shares: 58 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
Tax-Free Florida Fund Class C Shares: 12 Accounts
Shares of Beneficial Interest with No Par Value as of September 30, 1998
Per Share
</TABLE>
Item 27. Indemnification. Incorporated into this filing by reference to
Post-Effective Amendment No. 11 filed April 30, 1996.
Item 28. Business and Other Connections of Investment Adviser.
Incorporated into this filing by reference to Post-Effective Amendment
No. 21 to the Registration Statement of Voyageur Mutual Funds, Inc.
filed October 29, 1998.
Item 29. Principal Underwriters.
Incorporated into this filing by reference to Post-Effective Amendment
No. 21 to the Registration Statement of Voyageur Mutual Funds, Inc.
filed October 29, 1998.
Item 30. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at 1818 Market
Street, Philadelphia, PA 19103 or One Commerce Square, Philadelphia,
PA 19103 or 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota
55402.
Item 31. Management Services. None.
<PAGE>
PART C - Other Information
(Continued)
Item 32. Undertakings.
(a) Inapplicable.
(b) Inapplicable.
(c) The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
(d) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of removal
of any director when requested in writing to do so by the record
holders of not less than 10% of the outstanding shares.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
this City of Philadelphia and Commonwealth of Pennsylvania on this 27th day of
October, 1998.
VOYAGEUR INVESTMENT FUND, INC.
By /s/ Wayne A. Stork
------------------
Wayne A. Stork
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- ------------------------------ ---------------------------------------- ----------------
/s/ Wayne A. Stork Chairman of the Board and Director October 27, 1998
- ------------------------------
Wayne A. Stork
Executive Vice President/Chief Operating
Officer/Chief Financial Officer
(Principal Financial Officer and
/s/ David K. Downes Principal Accounting Officer) October 27, 1998
- ------------------------------
David K. Downes
/s/Walter P. Babich * Director October 27, 1998
- ------------------------------
Walter P. Babich
/s/ Anthony D. Knerr * Director October 27, 1998
- ------------------------------
Anthony D. Knerr
/s/ Ann R. Leven * Director October 27, 1998
- ------------------------------
Ann R. Leven
/s/ W. Thacher Longstreth * Director October 27, 1998
- ------------------------------
W. Thacher Longstreth
/s/Thomas F. Madison * Director October 27, 1998
- ------------------------------
Thomas F. Madison
/s/Jeffrey J. Nick * Director October 27, 1998
- ------------------------------
Jeffrey J. Nick
/s/Charles E. Peck * Director October 27, 1998
- ------------------------------
Charles E. Peck
</TABLE>
*By /s/ Wayne A. Stork
------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ---------- -------
EX-99.B4A Articles of Incorporation
EX-99.B4B By-Laws
EX-99.B5A Form of Investment Management Agreement
EX-99.B6AI Executed Distribution Agreement (March 1, 1997)
EX-99.B9BI Executed Amendment No. 9 (March 31, 1998) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement
EX-99.B9BII Form of Amendment No. 10 (1998) to Schedule A to Delaware
Group of Funds Fund Accounting Agreement
EX-99.B9BIII Form of Amendment No. 11 (1998) to Schedule A to Delaware
Group of Funds Fund Accounting Agreement
EX-99.B9BIV Form of Amendment No. 12 (1998) to Schedule A to Delaware
Group of Funds Fund Accounting Agreement
EX-99.B10 Opinion of Counsel
EX-99.B11 Consent of Auditors
EX-27 Financial Data Schedules
<PAGE>
ARTICLES OF INCORPORATION
OF
VOYAGEUR INVESTMENT FUND, INC.
FIRST: The undersigned, Bruce G. Leto, Esquire, whose post office
address is 2600 One Commerce Square, Philadelphia, Pennsylvania 19103, and being
at least eighteen years of age, does hereby cause to be filed these Articles of
Incorporation for the purpose of forming a corporation under the General
Corporation Law of the State of Maryland.
SECOND: The name of the corporation is Voyageur Investment Fund, Inc.
THIRD: The purpose for which the corporation is formed is to operate as
an investment company and to exercise all of the powers and to do any and all of
the things as fully and to the same extent as any other corporation incorporated
under the laws of the State of Maryland, now or hereinafter in force, including,
without limitation, the following:
1. To purchase, hold, invest and reinvest in, sell, exchange, transfer,
mortgage, and otherwise acquire and dispose of securities of every kind,
character and description.
2. To exercise all rights, powers and privileges with reference to or
incident to ownership, use and enjoyment of any of such securities, including,
but without limitation, the right, power and privilege to own, vote, hold,
purchase, sell, negotiate, assign, exchange, transfer, mortgage, pledge or
otherwise deal with, dispose of, use, exercise or enjoy any rights, title,
interest, powers or privileges under or with reference to any of such
securities; and to do any and all acts and things for the preservation,
protection, improvement and enhancement in value of any of such securities.
3. To purchase or otherwise acquire, own, hold, sell, exchange, assign,
transfer, mortgage, pledge or otherwise dispose of, property of all kinds.
4. To buy, sell, mortgage, encumber, hold, own, exchange, rent or
otherwise acquire and dispose of, and to develop, improve, manage, subdivide and
generally to deal and trade in real property, improved and unimproved, and
wheresoever situated; and to build, erect, construct, alter and maintain
buildings, structures, and other improvements on real property.
5. To borrow or raise moneys for any of the purposes of the
corporation, and to mortgage or pledge the whole or any part of the property and
franchises of the corporation, real, personal, and mixed, tangible or
intangible, and wheresoever situated.
6. To enter into, make and perform contracts and undertakings of every
kind for any lawful purpose, without limit as to amount.
7. To issue, purchase, sell and transfer, reacquire, hold, trade and
deal in, to the extent permitted under the Maryland General Corporation Law,
capital stock, bonds, debentures and other securities of the corporation, from
time to time, to such extent as the Board of Directors shall, consistent with
the provisions of these Articles of Incorporation, determine; and
<PAGE>
to repurchase, re-acquire and redeem, to the extent permitted under the Maryland
General Corporation Law, from time to time, the shares of its own capital stock,
bonds, debentures and other securities.
The foregoing clauses shall each be construed as purposes, objects and
powers, and it is hereby expressly provided that the foregoing enumeration of
specific purposes, objects and powers shall not be held to limit or restrict in
any manner the powers of the corporation, and that they are in furtherance of,
and in addition to, and not in limitation of, the general powers conferred upon
the corporation by the laws of the State of Maryland or otherwise; nor shall the
enumeration of one thing be deemed to exclude another, although it be of like
nature, not expressed.
FOURTH: The post office address of the principal office of the
corporation in the State of Maryland is:
c/o The Corporation Trust Incorporated
300 E. Lombard Street
Baltimore, Maryland 21202
The name and post office address of the initial resident agent of the
corporation in the State of Maryland is:
The Corporation Trust Incorporated
300 E. Lombard Street
Baltimore, Maryland 21202
FIFTH: The total number of shares of capital stock which the
corporation shall have authority to issue is Two Billion (2,000,000,000) shares
of stock, with a par value of One Cent ($0.01) per share, to be known and
designated as Common Stock, such shares of Common Stock having an aggregate par
value of Twenty Million Dollars ($20,000,000).
Subject to the provisions of these Articles of Incorporation, the Board
of Directors shall have the power to issue shares of Common Stock of the
corporation from time to time, at prices not less than the net asset value or
par value thereof, whichever is greater, for such consideration in such form as
may be fixed from time to time pursuant to the direction of the Board of
Directors.
Pursuant to Section 2-105 of the Maryland General Corporation Law, the
Board of Directors of the corporation shall have the power to designate one or
more series of shares of Common Stock and one or more classes (sub-series)
thereof, and to classify or reclassify any unissued shares with respect to such
series or classes, and such series and classes (subject to any applicable rule,
regulation or order of the Securities and Exchange Commission or other
applicable law or regulation) shall have such designations, preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, terms and conditions of redemption and other
characteristics as the Board of Directors may determine in the absence of any
contrary determination set forth herein. At any time when there are no shares
2
<PAGE>
outstanding or subscribed for a particular series or class previously
established and designated herein or by the Board of Directors, the series or
class may be liquidated by similar means. Except as otherwise provided herein,
all references in these Articles of Incorporation to Common Stock or series of
Common Stock or class of Common Stock shall apply without discrimination to the
shares of each series of Common Stock and each class of Common Stock.
Subject to the aforesaid power of the Board of Directors, the following
series and classes of Common Stock are initially designated and classified as
hereinafter set forth:
1. The first series of shares is initially designated and classified as
the Delaware-Voyageur Tax free California Insured Fund series, and Two Hundred
Million (200,000,000) shares of Common Stock (par value $0.01 per share) are
hereby initially classified and allocated to such series. The Two Hundred
Million (200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax free California Insured Fund series are hereby further
classified and allocated as follows: (i) One Hundred Million (100,000,000)
shares of the Delaware-Voyageur Tax free California Insured Fund series of the
Common Stock are hereby allocated to the Delaware-Voyageur Tax free California
Insured Fund A Class; (ii) Fifty Million (50,000,000) shares of the
Delaware-Voyageur Tax Free California Insured Fund series of the Common Stock
are hereby allocated to the Delaware-Voyageur Tax Free California Insured Fund
Institutional Class; and (iii) Twenty-Five Million (25,000,000) shares of the
Delaware-Voyageur Tax Free California Insured Fund series of the Common Stock
are hereby allocated to each of the Delaware-Voyageur Tax Free California
Insured Fund B Class and the Delaware-Voyageur Tax Free California Insured Fund
C Class.
2. The second series of shares is initially designated and classified
as the Delaware-Voyageur Tax Free Florida Fund series, and Two Hundred Million
(200,000,000) shares of Common Stock (par value $0.01 per share) are hereby
initially classified and allocated to such series. The Two Hundred Million
(200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax Free Florida Fund series are hereby further classified and
allocated as follows: (i) One Hundred Million (100,000,000) shares of the
Delaware-Voyageur Tax Free Florida Fund series of the Common Stock are hereby
allocated to the Delaware-Voyageur Tax Free Florida Fund A Class; (ii) Fifty
Million (50,000,000) shares of the Delaware-Voyageur Tax Free Florida Fund
series of the Common Stock are hereby allocated to the Delaware-Voyageur Tax
Free Florida Fund Institutional Class; and (iii) Twenty-Five Million
(25,000,000) shares of the Delaware-Voyageur Tax Free Florida Fund series of the
Common Stock are hereby allocated to each of the Delaware-Voyageur Tax Free
Florida Fund B Class and the Delaware-Voyageur Tax Free Florida Fund C Class.
3. The third series of shares is initially designated and classified as
the Delaware-Voyageur Tax Free Florida Insured Fund series, and Two Hundred
Million (200,000,000) shares of Common Stock (par value $0.01 per share) are
hereby initially classified and allocated to such series. The Two Hundred
Million (200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax Free Florida Insured Fund series are hereby further
classified and allocated as follows: (i) One Hundred Million (100,000,000)
shares of the Delaware-Voyageur Tax Free Florida Insured Fund series of the
Common Stock are hereby allocated to the Delaware-Voyageur Tax Free Florida
Insured Fund A Class; (ii) Fifty Million
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(50,000,000) shares of the Delaware-Voyageur Tax Free Florida Insured Fund
series of the Common Stock are hereby allocated to the Delaware-Voyageur Tax
Free Florida Insured Fund Institutional Class; and (iii) Twenty-Five Million
(25,000,000) shares of the Delaware-Voyageur Tax Free Florida Insured Fund
series of the Common Stock are hereby allocated to each of the Delaware-Voyageur
Tax Free Florida Insured Fund B Class and the Delaware-Voyageur Tax Free Florida
Insured Fund C Class.
4. The fourth series of shares is initially designated and classified
as the Delaware-Voyageur Tax Free Kansas Fund series, and Two Hundred Million
(200,000,000) shares of Common Stock (par value $0.01 per share) are hereby
initially classified and allocated to such series. The Two Hundred Million
(200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax Free Kansas Fund series are hereby further classified and
allocated as follows: (i) One Hundred Million (100,000,000) shares of the
Delaware-Voyageur Tax Free Kansas Fund series of the Common Stock are hereby
allocated to the Delaware-Voyageur Tax Free Kansas Fund A Class; (ii) Fifty
Million (50,000,000) shares of the Delaware-Voyageur Tax Free Kansas Fund series
of the Common Stock are hereby allocated to the Delaware-Voyageur Tax Free
Kansas Fund Institutional Class; and (iii) Twenty-Five Million (25,000,000)
shares of the Delaware-Voyageur Tax Free Kansas Fund series of the Common Stock
are hereby allocated to each of the Delaware-Voyageur Tax Free Kansas Fund B
Class and the Delaware-Voyageur Tax Free Kansas Fund C Class.
5. The fifth series of shares is initially designated and classified as
the Delaware-Voyageur Tax Free Missouri Insured Fund series, and Two Hundred
Million (200,000,000) shares of Common Stock (par value $0.01 per share) are
hereby initially classified and allocated to such series. The Two Hundred
Million (200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax Free Missouri Insured Fund series are hereby further
classified and allocated as follows: (i) One Hundred Million (100,000,000)
shares of the Delaware-Voyageur Tax Free Missouri Insured Fund series of the
Common Stock are hereby allocated to the Delaware-Voyageur Tax Free Missouri
Insured Fund A Class; (ii) Fifty Million (50,000,000) shares of the
Delaware-Voyageur Tax Free Missouri Insured Fund series of the Common Stock are
hereby allocated to the Delaware-Voyageur Tax Free Missouri Insured Fund
Institutional Class; and (iii) Twenty-Five Million (25,000,000) shares of the
Delaware-Voyageur Tax Free Missouri Insured Fund series of the Common Stock are
hereby allocated to each of the Delaware-Voyageur Tax Free Missouri Insured Fund
B Class and the Delaware-Voyageur Tax Free Missouri Insured Fund C Class.
6. The sixth series of shares is initially designated and classified as
the Delaware-Voyageur Tax Free New Mexico Fund series, and Two Hundred Million
(200,000,000) shares of Common Stock (par value $0.01 per share) are hereby
initially classified and allocated to such series. The Two Hundred Million
(200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax Free New Mexico Fund series are hereby further classified
and allocated as follows: (i) One Hundred Million (100,000,000) shares of the
Delaware-Voyageur Tax Free New Mexico Fund series of the Common Stock are hereby
allocated to the Delaware-Voyageur Tax Free New Mexico Fund A Class; (ii) Fifty
Million (50,000,000) shares of the Delaware-Voyageur Tax Free New Mexico Fund
series of the Common Stock are hereby allocated to the Delaware-Voyageur Tax
Free New Mexico Fund
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Institutional Class; and (iii) Twenty-Five Million (25,000,000) shares of the
Delaware-Voyageur Tax Free New Mexico Fund series of the Common Stock are hereby
allocated to each of the Delaware-Voyageur Tax Free New Mexico Fund B Class and
the Delaware-Voyageur Tax Free New Mexico Fund C Class.
7. The seventh series of shares is initially designated and classified
as the Delaware-Voyageur Tax Free Oregon Insured Fund series, and Two Hundred
Million (200,000,000) shares of Common Stock (par value $0.01 per share) are
hereby initially classified and allocated to such series. The Two Hundred
Million (200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax Free Oregon Insured Fund series are hereby further
classified and allocated as follows: (i) One Hundred Million (100,000,000)
shares of the Delaware-Voyageur Tax Free Oregon Insured Fund series of the
Common Stock are hereby allocated to the Delaware-Voyageur Tax Free Oregon
Insured Fund A Class; (ii) Fifty Million (50,000,000) shares of the
Delaware-Voyageur Tax Free Oregon Insured Fund series of the Common Stock are
hereby allocated to the Delaware-Voyageur Tax Free Oregon Insured Fund
Institutional Class; and (iii) Twenty-Five Million (25,000,000) shares of the
Delaware-Voyageur Tax Free Oregon Insured Fund series of the Common Stock are
hereby allocated to each of the Delaware-Voyageur Tax Free Oregon Insured Fund B
Class and the Delaware-Voyageur Tax Free Oregon Insured Fund C Class.
8. The eighth series of shares is initially designated and classified
as the Delaware-Voyageur Tax Free Utah Fund series, and Two Hundred Million
(200,000,000) shares of Common Stock (par value $0.01 per share) are hereby
initially classified and allocated to such series. The Two Hundred Million
(200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax Free Utah Fund series are hereby further classified and
allocated as follows: (i) One Hundred Million (100,000,000) shares of the
Delaware-Voyageur Tax Free Utah Fund series of the Common Stock are hereby
allocated to the Delaware-Voyageur Tax Free Utah Fund A Class; (ii) Fifty
Million (50,000,000) shares of the Delaware-Voyageur Tax Free Utah Fund series
of the Common Stock are hereby allocated to the Delaware-Voyageur Tax Free Utah
Fund Institutional Class; and (iii) Twenty-Five Million (25,000,000) shares of
the Delaware-Voyageur Tax Free Utah Fund series of the Common Stock are hereby
allocated to each of the Delaware-Voyageur Tax Free Utah Fund B Class and the
Delaware-Voyageur Tax Free Utah Fund C Class.
9. The ninth series of shares is initially designated and classified as
the Delaware-Voyageur Tax Free Washington Insured Fund series, and Two Hundred
Million (200,000,000) shares of Common Stock (par value $0.01 per share) are
hereby initially classified and allocated to such series. The Two Hundred
Million (200,000,000) shares of the corporation's Common Stock allocated to the
Delaware-Voyageur Tax Free Washington Insured Fund series are hereby further
classified and allocated as follows: (i) One Hundred Million (100,000,000)
shares of the Delaware-Voyageur Tax Free Washington Insured Fund series of the
Common Stock are hereby allocated to the Delaware-Voyageur Tax Free Washington
Insured Fund A Class; (ii) Fifty Million (50,000,000) shares of the
Delaware-Voyageur Tax Free Washington Insured Fund series of the Common Stock
are hereby allocated to the Delaware-Voyageur Tax Free Washington Insured Fund
Institutional Class; and (iii) Twenty-Five Million (25,000,000) shares of the
Delaware-Voyageur Tax Free Washington Insured Fund series of the Common Stock
are
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hereby allocated to each of the Delaware-Voyageur Tax Free Washington
Insured Fund B Class and the Delaware-Voyageur Tax Free Washington Insured Fund
C Class.
As a result of the above designations and classifications, Two Hundred
Million (200,000,000) shares of the corporation's Common Stock remain authorized
but unissued and unallocated.
SIXTH: Each share of a series (or class of such series) shall represent
proportionate interests in, and have equal rights with each other share of that
series (or class) with respect to, the assets of the corporation pertaining to
that series (or class). Such shares shall have the same preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption, all as set forth in
Article SEVENTH, except for the differences hereinafter set forth:
1. The dividends and distributions of investment income and capital
gains with respect to shares of series or classes of Common Stock shall be in
such amounts as may be declared from time to time by the Board of Directors (or
declared and paid in accordance with a formula adopted by Board), and such
dividends and distributions may vary with respect to each such series or class
from the dividends and distributions of investment income and capital gains with
respect to the other series or classes of the Common Stock, to reflect charges
of any pro rata portion of distribution expenses paid pursuant to a Plan of
Distribution adopted by such series or class, as applicable, in accordance with
Rule 12b-1 under the Investment Company Act of 1940 (as amended, the "1940 Act")
(or any successor thereto) (a "Distribution Plan"), or to reflect differing
allocations of the expenses of the corporation among the series or classes and
any resultant difference among the net asset values per share of the series or
classes, to such extent and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income and capital gains and expenses
and liabilities of any series among its classes of Common Stock shall be
determined by the Board of Directors in a manner that is consistent with the
orders, as applicable, dated April 10, 1987 and September 6, 1994 (Investment
Company Act of 1940 Release Nos. 15675 and 20529) issued by the U.S. Securities
and Exchange Commission, and any amendments to such orders, any existing or
future order or any Multiple Class Plan adopted by the corporation in accordance
with Rule 18f-3 under the 1940 Act that modifies or supersedes such orders.
2. Except as may otherwise be required by law, pursuant to any
applicable order, rule or interpretation issued by the U.S. Securities and
Exchange Commission, or otherwise, the holders of shares of any series or class
of Common Stock shall have (i) exclusive voting rights with respect to any
matter submitted to a vote of stockholders that affects only holders of shares
of that series or class, including, without limitation, the provisions of any
Distribution Plan applicable to shares of that series or class, and (ii) no
voting rights with respect to the provisions of any Distribution Plan applicable
to any other series of the Common Stock or with regard to any other matter
submitted to a vote of stockholders which does not now or in the future affect
holders of shares of that series or class.
3. (a) Other than shares described in paragraph (3)(b) herein, each
Class B share of a series ("Class B Share") shall be converted automatically,
and without any action or choice
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on the part of the holder thereof, into a Class A share of the same series
("Class A Share") on the Conversion Date. The term "Conversion Date" when used
herein shall mean a date set forth in the prospectus relating to any Class B
share, as such prospectus may be amended from time to time, that is no later
than three months after either (i) the date on which the eighth anniversary of
the date of issuance of the share occurs, or (ii) any such other anniversary
date as may be determined by the Board of Directors and set forth in the
prospectus relating to the Class B share, as such prospectus may be amended from
time to time; provided that any such other anniversary date determined by the
Board of Directors shall be a date that will occur prior to the anniversary date
set forth in clause (i) and any such other date theretofore determined by the
Board of Directors pursuant to this clause (ii); but further provided that,
subject to the provisions of the next sentence, for any Class B Share acquired
through an exchange, or through a series of exchanges, as permitted by the
corporation as provided in the prospectus relating to the Class B Shares, as
such prospectus may be amended from time to time, from another investment
company or another series of the corporation (an "eligible investment company"),
the Conversion Date shall be the conversion date applicable to the shares of
stock of the eligible investment company originally subscribed for in lieu of
the Conversion Date of any stock acquired through exchange if such eligible
investment company issuing the stock originally subscribed for had a conversion
feature, but not later than the Conversion Date determined under (i) above. For
the purpose of calculating the holding period required for conversion, the date
of issuance of a Class B Share shall mean (i) in the case of a Class B Share
obtained by the holder thereof through an original subscription to the
corporation, the date of the issuance of such Class B Share, or (ii) in the case
of a Class B Share obtained by the holder thereof through an exchange, or
through a series of exchanges, from an eligible investment company, the date of
issuance of the share of the eligible investment company to which the holder
originally subscribed.
(b) Each Class B Share of a series (i) purchased through the
automatic reinvestment of a dividend or distribution with respect to any Class B
Share of the series or the corresponding class of any other investment company
or of any other series of the corporation issuing Class B Shares or (ii) issued
pursuant to an exchange privilege granted by the corporation in an exchange or
series of exchanges for shares originally purchased through the automatic
reinvestment of a dividend or distribution with respect to shares of capital
stock of an eligible investment company, shall be segregated in a separate
sub-account on the stock records of the corporation for each of the holders of
record thereof. On any Conversion Date, a number of the Class B Shares of the
series held in the separate sub-account of the holder of record of the share or
shares being converted, calculated in accordance with the next following
sentence, shall be converted automatically, and without any action or choice on
the part of the holder, into Class A Shares of the same series. The number of
shares in the holder's separate sub-account so converted shall (i) bear the same
ratio to the total number of shares maintained in the separate sub-account on
the Conversion Date (immediately prior to conversion) as the number of shares of
the holder converted on the Conversion Date pursuant to paragraph (3)(a) hereof
bears to the total number of Class B Shares of the holder on the Conversion Date
(immediately prior to conversion) after subtracting the shares then maintained
in the holder's separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board of Directors
and set forth in the prospectus relating to such Class B Shares, as such
prospectus may be amended from time to time.
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(c) The number of Class A Shares into which a Class B Share of
the same series is converted pursuant to paragraphs 3(a) and 3(b) hereof shall
equal the number (including for this purpose fractions of a share) obtained by
dividing the net asset value per share of the Class B Shares for purposes of
sales and redemption thereof on the Conversion Date by the net asset value per
share of the Class A Shares of the same series for purposes of sales and
redemption thereof on the Conversion Date.
(d) On the Conversion Date, the Class B Shares converted into
Class A Shares of the same series will no longer be deemed outstanding and the
rights of the holders thereof (except the right to receive (i) the number of
Class A Shares into which the Class B Shares have been converted and (ii)
declared but unpaid dividends to the Conversion Date or such other date set
forth in the prospectus of the Class B Shares, as such prospectus may be amended
from time to time and (iii) the right to vote converting Class B Shares held as
of any record date occurring on or before the Conversion Date and theretofore
set with respect to any meeting held after the Conversion Date) will cease.
Certificates representing the Class A Shares resulting from the conversion need
not be issued until certificates representing the Class B Shares converted, if
issued, have been received by the corporation or its agent duly endorsed for
transfer.
(e) The automatic conversion of Class B Shares into Class A
Shares, as set forth in paragraphs 3(a) and 3(b) of this Article SIXTH shall be
suspended at any time that the Board of Directors determines (i) that there is
not available a reasonably satisfactory opinion of counsel to the effect that
(x) the assessment of the higher fee under the Distribution Plan with respect to
the Class B Shares does not result in the corporation's dividends or
distributions constituting a "preferential dividend" under the Internal Revenue
Code of 1986, as amended, or any successor or comparable statute thereto, and
regulations promulgated thereunder (collectively, the "IRC") and (y) the
conversion of the Class B Shares does not constitute a taxable event under
federal income tax law, or (ii) any other condition to conversion set forth in
the prospectus of the Class B Shares, as such prospectus may be amended from
time to time, is not satisfied.
(f) The automatic conversion of Class B Shares into Class A
Shares, as set forth in paragraphs 3(a) and 3(b) hereof, may also be suspended
by action of the Board of Directors at any time that the Board of Directors
determines such suspension to be appropriate in order to comply with, or satisfy
the requirements of the 1940 Act or any rule, regulation or order issued
thereunder relating to voting by the holders of the Class B Shares on any
Distribution Plan with respect to, as relevant, the Class A Shares and in effect
from time to time, and in connection with, or in lieu of, any such suspension,
the Board of Directors may provide holders of the Class B Shares with
alternative conversion or exchange rights into other classes of Common Stock of
the corporation in a manner consistent with the law, rule, regulation or order
giving rise to the possible suspension of the conversion right.
4. The shares of the Class C and Institutional Class shares of any
series shall not automatically convert into Class A Shares of such series of
Common Stock as do the shares of the Class B Shares of such series.
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SEVENTH: Unless otherwise expressly provided in these Articles of
Incorporation or in any Articles Supplementary creating any series or class of
Common Stock, each series and any class of such series, as applicable, shall
have the following powers, preferences and participating, voting, or other
special rights and the qualifications, restrictions, and limitations thereof
shall be as follows:
1. The holder of each share of Common Stock of the corporation shall be
entitled to one vote for each full share, and a fractional vote for each
fractional share, irrespective of the series or class, then standing in his or
her name in the books of the corporation. On any matter submitted to a vote of
shareholders, all shares of the corporation then issued and outstanding and
entitled to vote, irrespective of the series or class, shall be voted in the
aggregate and not by series or class except (1) when otherwise expressly
required by the Maryland General Corporation Law; (2) when required by the 1940
Act, shares shall be voted by individual series or class; and (3) when the
matter does not affect any interest of the particular series or class, then only
shareholders of the affected series or class shall be entitled to vote thereon.
Holders of shares of Common Stock of the corporation shall not be entitled to
cumulative voting in the election of directors or on any other matter.
2. All consideration received by the corporation for the issue or sale
of Common Stock of each series, together with all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any funds or payments derived from any reinvestment of
such proceeds in whatever form the same may be, shall irrevocably belong to the
series of shares of Common Stock with respect to which such assets, payments or
funds were received by the corporation for all purposes, subject only to the
rights of creditors, and shall be so handled upon the books of account of the
corporation. Such assets, income, earnings, profit and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation thereof
and any assets derived from any reinvestment of such proceeds, in whatever form
the same may be, are herein referred to as "assets belonging to" such series.
3. The Board of Directors may from time to time declare and pay
dividends or distributions, in stock or in cash, or any or all series of Common
Stock; provided, such dividends or distributions on shares of any series of
Common Stock shall be paid only out of earnings, surplus, or other lawfully
available assets belonging to such series.
4. The Board of Directors shall have the power in its discretion to
distribute to the shareholders of the corporation or to the shareholders of any
series thereof in any fiscal year as dividends, including dividends designated
in whole or in part as capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the corporation or any series
thereof to qualify as a "regulated investment company" under the IRC, and to
avoid liability of the corporation or any series thereof for Federal income tax
in respect of that year and to make other appropriate adjustments in connection
therewith.
5. The Board of Directors shall have the power, in its discretion, to
make such elections as to the tax status of the corporation or any series or
class of the corporation as may be permitted or required under the IRC, as
presently in effect or as amended, without the vote of shareholders of the
corporation or any series or class thereof.
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6. In the event of the liquidation or dissolution of the corporation,
shareholders of each series shall be entitled to receive, as a series, out of
the assets of the corporation available for distribution to shareholders, but
other than general assets not belonging to any particular series of Common
Stock, the assets belonging to such series, and the assets so distributable to
the shareholders of any series shall be distributed among such shareholders in
proportion to the number of shares of such series (and any class of such series)
held by them and recorded on the books of the corporation. In the event that
there are any general assets not belonging to any particular series of Common
Stock and available for distribution, such distribution shall be made to the
holders of Common Stock of all series in proportion to the net asset value of
the respective series determined as hereinafter provided.
7. The assets belonging to any series of Common Stock shall be charged
with the liabilities in respect to such series, and shall also be charged with
its share of the general liabilities of the corporation, in proportion to the
net asset value of the respective series determined as hereinafter provided. The
determination of the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, as to the allocation of
the same as to a given series, and as to whether the same or general assets of
the corporation are allocable to one or more series.
8. The Board of Directors may provide for a holder of any series of
Common Stock of the corporation, who surrenders his or her certificate in good
form for transfer to the corporation or, if the shares in question are not
represented by certificates, who delivers to the corporation a written request
in good order signed by the shareholder, to convert the shares in question on
such basis as the Board of Directors may provide, into shares of Common Stock of
any other series of the corporation.
9. The holders of the shares of Common Stock or other securities of the
corporation shall have no preemptive rights to subscribe to new or additional
shares of its Common Stock or other securities.
EIGHTH: The number of directors of the corporation may be increased or
decreased from time to time to such number as may be fixed by the By-Laws of the
corporation or pursuant to authorization contained in such By-Laws to not less
than the number required by the Maryland General Corporation Law; provided,
notwithstanding anything in these Articles of Incorporation to the contrary, the
Board of Directors shall consist initially of eight directors until such time as
the number of directors is fixed as stated above. The names of the directors who
shall act as such until their successors are duly chosen and qualified are:
Ann R. Leven
Anthony D. Knerr
Charles E. Peck
Jeffrey J. Nick
Thomas F. Madison
W. Thacher Longstreth
Walter P. Babich
Wayne A. Stork
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NINTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation:
1. The Board of Directors shall have power to fix an initial offering
price for the shares of any series (and for the shares of any class of such
series) which shall yield to the corporation not less than the par value
thereof, at which price the shares of the Common Stock of the corporation shall
be offered for sale, and to determine from time to time thereafter the offering
price which shall yield to the corporation not less than the par value thereof
from sales of the shares of its Common Stock; provided, however, that no shares
of the Common Stock of the corporation shall be issued or sold for a
consideration which shall yield to the corporation less than the net asset value
of shares of such series (and of shares of any class of such series, as
applicable) determined as hereinafter provided, as of the business day on which
such shares are sold, or at such other times set by the Board of Directors,
except in the case of shares of such Common Stock issued in payment of a
dividend properly declared and payable.
Notwithstanding anything in these Articles of Incorporation to the
contrary, the Board of Directors shall have power to establish, in its absolute
discretion, the basis or method for determining the value of the assets
belonging to any series or class, and the net asset value of each share of any
series or class of the corporation for purposes of sales, redemptions,
repurchases of shares or otherwise.
The net asset value of the property and assets of the corporation shall
be determined in accordance with the 1940 Act and with generally accepted
accounting principles, and at such times as the Board of Directors may direct,
by deducting from the total market or appraised value of all of the property and
assets of the corporation, determined in the manner hereinafter provided, all
debts, obligations and liabilities of the corporation (including, but without
limitation of the generality of any of the foregoing, any or all debts,
obligations, liabilities or claims of any and every kind and nature, whether
fixed, accrued, or unmatured, and any reserves or charges, determined in
accordance with generally accepted accounting principles, for any or all
thereof, whether for taxes, including estimated taxes or unrealized book
profits, expenses, contingencies or otherwise).
In determining the total market or appraised value of all the property
and assets of the corporation or belonging to any series thereof:
(a) Securities owned shall be valued at market value or, in
the absence of readily available market quotations, at fair value as determined
in good faith by or as directed by the Board of Directors in accordance with
applicable statutes and regulations.
(b) Dividends declared but not yet received, or rights, in
respect of securities which are quoted ex-dividend or ex-rights, shall be
included in the value of such securities as determined by or pursuant to the
direction of the Board of Directors on the day the particular securities are
first quoted ex-dividend or ex-rights, and on each succeeding day until the said
dividends or rights are received and become part of the assets of the
corporation.
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(c) The value of any other assets of the corporation (and any
of the assets mentioned in paragraphs (a) or (b) of this Article NINTH in the
discretion of the Board of Directors in the event of a national financial
emergency, as hereinafter defined) shall be determined in such manner as may be
approved from time to time by or pursuant to the direction of the Board of
Directors.
The net asset value per share of a series of the Common Stock
of the corporation shall be determined by adding the total market or appraised
value of the property and assets of the relevant series of the corporation,
subtracting the liabilities determined by the Board of Directors to be
applicable to that series, and dividing the net result by the total number of
shares of its Common Stock then issued and outstanding for such series
(including any classes thereof), including any shares sold by the corporation up
to and including the date as of which such net asset value is to be determined,
whether or not certificates therefor have actually been issued. In case the net
asset value of each share so determined shall include a fraction of one cent,
such net asset value of each share shall be adjusted to the nearest full cent
For the purposes of these Articles of Incorporation, a "national
financial emergency" is defined as the whole or any part of any period (i)
during which the New York Stock Exchange is closed other than customary weekend
and holiday closings, (ii) during which trading on the New York Stock Exchange
is restricted, (iii) during which an emergency exists as a result of which
disposal by the corporation of securities owned by such series is not reasonably
practicable or it is not reasonably practicable for the corporation fairly to
determine the value of the net assets of such series, or (iv) during any other
period when the Securities and Exchange Commission (or any succeeding
governmental authority) may for the protection of security holders of the
corporation by order permit suspension of the right of redemption or
postponement of the date of payment on redemption; provided that applicable
rules and regulations of the Securities and Exchange Commission (or any
succeeding governmental authority) shall govern as to whether the conditions
prescribed in (ii), (iii), or (iv) exist. The Board of Directors may, in its
discretion, declare the suspension described in (iv) above at an end, and such
other suspension relating to a national financial emergency shall terminate as
the case may be on the first business day on which said Stock Exchange shall
have reopened or the period specified in (ii) or (iii) shall have expired (as to
which in the absence of an official ruling by said Commission or succeeding
authority, the determination of the Board of Directors shall be conclusive).
2. To the extent permitted by law, and except in the case of a national
financial emergency, the corporation shall redeem shares of its Common Stock
from its stockholders upon request of the holder thereof received by the
corporation or its designated agent during business hours of any business day,
provided that such request must be accompanied by surrender of any outstanding
certificate or certificates for such shares in form for transfer, together with
such proof of the authenticity of signatures as may reasonably be required on
such shares (or, on such request in the event no certificate is outstanding) by,
or pursuant to the direction of the Board of Directors of the corporation, and
accompanied by proper stock transfer stamps, if any. Shares redeemed upon any
such request shall be purchased by the corporation at the net asset value of
such shares determined in the manner provided in paragraph (1) of this Article
NINTH, as of the close of business on the business day during which such request
was received in good order by
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the corporation, and in accordance with the redemption procedures prescribed in
the then current prospectus for the applicable series (or class thereof) of
shares of the corporation.
Payments for shares of its Common Stock so redeemed by the corporation
shall be made from the assets of the applicable series in cash, except payment
for such shares may, at the option of the Board of Directors, or such officer or
officers as the Board of Directors may duly authorize for the purpose of its
complete discretion, be made from the assets of that series in kind or partially
in cash and partially in kind. In case of any payment in kind the Board of
Directors, or its delegate, shall have absolute discretion as to what security
or securities of such series shall be distributed in kind and the amount of the
same; and the securities shall be valued for purposes of distribution at the
value at which they were appraised in computing the current net asset value of
the series of the corporation's shares.
Payment for shares of its Common Stock so redeemed by the corporation
shall be made by the corporation as provided above within seven days after the
date which such shares are deposited; provided, however, that if payment shall
be made by delivery of assets of the corporation, as provided above, any
securities to be delivered as part of such payment shall be delivered as
promptly as any necessary transfers of such securities on the books of the
several corporations whose securities are to be delivered may be made, but not
necessarily within such seven day period.
The right of any holder of shares of the Common Stock of the
corporation to receive dividends thereon and all other rights of such
stockholder with respect to the shares so redeemed by the corporation shall
cease and determine from and after the time as of which the purchase price of
such shares shall be fixed, as provided above, except the right of such
stockholder to receive payment for such shares as provided for herein.
3. If authorized by the Board of Directors, the corporation may, at its
option, without the vote or consent of stockholders, redeem shares of stock from
any stockholder at the net asset value of such shares, subject to such
conditions as may be established by the Board of Directors.
TENTH: (a) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation Law, no
director or officer of the corporation shall have any liability of the
corporation or its stockholders for damages. This limitation on liability
applies to events occurring at the time a person serves as a director or officer
of the corporation whether or not such person is a director or officer at the
time of any proceeding in which liability is asserted.
(b) No provision of this Article TENTH shall be effective to
protect or purport to protect any director or officer of the corporation against
any liability to the corporation 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 or
her office.
(c) References to the Maryland General Corporation Law in this
Article TENTH are to the law as from time to time amended. No amendment to these
Articles of
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Incorporation shall affect any right of any person under this Article TENTH
based on any event, omission or proceeding prior to such amendment.
ELEVENTH: Subject to the 1940 Act, each of the following actions, to
the extent required to be approved by the shareholders under Maryland General
Corporation Law, shall be approved by a majority of all votes entitled to be
cast on the matter:
(i) Amendment or amendment and restatement of these Articles
of Incorporation;
(ii) Reduction of stated capital;
(iii) Consolidation, merger, share exchange or transfer of
assets;
(iv) Distribution in partial liquidation; or
(v) Voluntary dissolution.
TWELFTH: The corporation expressly reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation, and
all rights, contract and otherwise, conferred herein upon the stockholders are
granted subject to such reservation.
THIRTEENTH: The corporation expressly agrees and acknowledges that the
names "Delaware Group" and "Voyageur Investment Funds" are the sole property of
Delaware Management Company, Inc. ("DMC"), that similar names are used by funds
in the investment business which are affiliated with DMC, and that the
corporation's use of such name is with permission of DMC. The corporation
further expressly agrees and acknowledges that its use of such name may be
terminated by DMC if the corporation ceases to use DMC as its investment adviser
or Delaware Distributors, L.P. ("DDLP") as its principal underwriter (or to use
affiliates of DMC and DDLP for such purposes). The corporation further expressly
agrees and acknowledges that in such event, DMC may require the corporation to
present to its shareholders, at a special meeting of the shareholders of the
corporation held after such request, a proposal to change the name of the
corporation to delete reference to the name "Delaware Group." The corporation
further expressly agrees and acknowledges in such event to use its best efforts
to promptly comply with such request to change its name and that the Board of
Directors of the corporation shall recommend such a proposal to its
shareholders. The corporation further expressly acknowledges and agrees, upon
shareholder approval of such a proposal, to make and cause to be made such
filings to effect the change of name as may be necessary with the State of
Maryland, the U.S. Securities and Exchange Commission, or other regulatory
authorities.
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IN WITNESS WHEREOF, the undersigned incorporator of Voyageur Investment
Fund, Inc. who executed the foregoing Articles of Incorporation hereby
acknowledged the same to be his act and further acknowledge that, to the best of
his knowledge the matters and facts set forth therein are true in all material
respects under the penalties of perjury.
Dated the 15th day of September, 1998.
/s/ Bruce G. Leto
--------------------------
Bruce G. Leto, Esquire
<PAGE>
[VOYAGEUR INVESTMENT FUND, INC.]
[BYLAWS]
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation shall be in the City
of Baltimore, State of Maryland. The Corporation shall also have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS AND STOCK CERTIFICATES
Section 1. Every stockholder of record shall be entitled to a stock
certificate representing the shares owned by him. Stock certificates shall be in
such form as may be required by law and as the Board of Directors shall
prescribe. Every stock certificate shall be signed by the Chairman or the
President or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, and sealed with the corporate seal,
which may be a facsimile, either engraved or printed. Stock certificates may
bear the facsimile signatures of the officers authorized to sign such
certificates.
Section 2. Shares of the capital stock of the Corporation shall be
transferable only on the books of the Corporation by the person in whose name
such shares are registered, or by his duly authorized attorney or
representative. In all cases of transfer by an attorney-in-fact, the original
power of attorney, or an official copy thereof duly certified, shall be
deposited and
<PAGE>
remain with the corporation or its duly authorized transfer agent.
In case of transfers by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited and remain with the Corporation or
its duly authorized transfer agent. No transfer shall be made unless and until
the certificate issued to the transferor, if any, shall be delivered to the
Corporation or its duly authorized transfer agent, properly endorsed.
Section 3. Any person desiring a certificate for shares of the capital
stock of the Corporation to be issued in lieu of one lost or destroyed shall
make an affidavit or affirmation setting forth the loss or destruction of such
stock certificate, and shall advertise such loss or destruction in such manner
as the Board of Directors may require, and shall, if the Board of Directors
shall so require, give the Corporation a bond or indemnity, in such form and
with such security as may be satisfactory to the Board, indemnifying the
Corporation against any loss that may result upon the issuance of a new stock
certificate. Upon receipt of such affidavit and proof of publication of the
advertisement of such loss or destruction, and the bond, if any, required by the
Board of Directors, a new stock certificate may be issued of the same tenor and
for the number of shares as the one alleged to have been lost or destroyed.
Section 4. The Corporation shall be entitled to treat the holder of
record of any share or shares of its capital stock as the owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
the Corporation shall have express or other notice thereof.
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ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. (a) The Corporation is not required to hold an Annual
Meeting in any year in which the Corporation is not required to elect directors
under the Investment Company Act of 1940. If the Corporation is required under
the Investment Company Act of 1940 to hold a stockholder meeting to elect
directors, the meeting shall be designated an Annual Meeting of Stockholders for
that year for purposes of Maryland law.
(b) Annual Meetings, if held, shall be held at such place
and time as the Board of Directors may by resolution establish, and shall be
held no later than 120 days after the occurrence of the event requiring the
meeting. In the absence of any specific resolution, Annual Meetings of
Stockholders shall be held at the Corporation's principal office, or at such
other place within or without the State of Maryland as the Board of Directors
may from time to time prescribe. Meetings of stockholders for any other purpose
may be held at such place and time as shall be fixed by resolution of the Board
of Directors and stated in the Notice of the Meeting, or in a duly executed
Waiver of Notice thereof.
Section 2. Special meetings of the stockholders may be called at any
time by the Chairman, President or a majority of the members of the Board of
Directors and shall be called by the Secretary upon the written request of the
holders of at least ten percent of the shares of the capital stock of the
Corporation issued and outstanding and entitled to vote at such meeting. Upon
receipt of a written request from such holders entitled to call a special
meeting, which shall state the purpose of the meeting and the matter proposed to
be acted on at it, the Secretary shall
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issue notice of such meeting. The cost of preparing and mailing the notice of a
special meeting of stockholders shall be borne by the Corporation. Special
meetings of the stockholders shall be held at the principal office of the
Corporation, or at such other place within or without the State of Maryland as
the Board of Directors may from time to time direct, or at such place within or
without the State of Maryland as shall be specified in the notice of such
meeting.
Section 3. Notice of the time and place of the annual or any special
meeting of the stockholders shall be given to each stockholder entitled to
notice of such meeting not less than ten days nor more than ninety days prior to
the date of such meeting. In the case of special meetings of the stockholders,
the notice shall specify the object or objects of such meeting, and no business
shall be transacted at such meeting other than that mentioned in the notice.
Section 4. The Board of Directors may close the stock transfer books of
the Corporation for a period not exceeding twenty days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not exceeding
twenty days in connection with the obtaining of the consent of stockholders for
any purpose; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, not exceeding
ninety days preceding the date of any meeting of stockholders, or the date for
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at any such
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meeting and any adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend or to receive such allotment of rights or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Section 5. At all meetings of the stockholders a quorum shall consist
of the holders of a majority of the outstanding shares of the capital stock of
the Corporation entitled to vote at such meeting. In the absence of a quorum no
business shall be transacted except that the stockholders present in person or
by proxy and entitled to vote at such meeting shall have power to adjourn the
meeting from time to time to a date not more than one hundred twenty days after
the original record date without further notice other than announcement at the
meeting. At any such adjourned meeting at which a quorum shall be present any
business may be transacted which might have been transacted at the meeting on
the date specified in the original notice. If a quorum is present at any
meeting, the holders of a majority of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote at the meeting who shall
be present in person or by proxy at such meeting shall have power to approve any
matter properly before the meeting, except as otherwise provided in the
Investment Company Act of 1940, and also except a plurality of all votes cast at
a meeting at which a quorum is present shall be sufficient for the election of a
director. The holders of such majority shall also have power to adjourn the
meeting
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to any specific time or times, and no notice of any such adjourned meeting need
be given to stockholders absent or otherwise.
Section 6. At any meeting of the stockholders of the Corporation every
stockholder having the right to vote shall be entitled, in person or by proxy
appointed by an instrument in writing subscribed by such stockholder or by his
duly authorized attorney in fact and bearing a date not more than eleven months
prior to said meeting unless such instrument provides for a longer period, to
one vote for each share of stock having voting power registered in his name on
the books of the Corporation.
ARTICLE IV
DIRECTORS
Section 1. The Board of Directors shall consist of not less than three
nor more than twelve members. The Board of Directors may by a vote of the entire
board increase or decrease the number of directors without a vote of the
stockholders; provided that any such decrease shall not affect the tenure of
office of any director. Directors need not hold any shares of the capital stock
of the Corporation.
Section 2. The directors shall be elected by the stockholders of the
Corporation at an annual meeting, if held, or at a special meeting called for
such purpose, and shall hold office until their successors shall be duly elected
and shall qualify.
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Section 3. The Board of Directors shall have the control and management
of the business of the Corporation, and in addition to the powers and authority
by these by-laws expressly conferred upon them, may exercise, subject to the
provisions of the laws of the State of Maryland and of the Articles of
Incorporation of the Corporation, all such powers of the Corporation and do all
such acts and things as are not required by law or by the Articles of
Incorporation to be exercised or done by the stockholders.
Section 4. The Board of Directors shall have power to fill vacancies
occurring on the Board, whether by death, resignation or otherwise. A vacancy on
the Board of Directors resulting from any cause except an increase in the number
of directors may be filled by a vote of the majority of the remaining members of
the Board, though less than a quorum. A vacancy on the Board of Directors
resulting from an increase in the number of directors may be filled by a
majority of the entire Board of Directors. A director elected by the Board of
Directors to fill a vacancy shall serve until the next annual meeting, whenever
held, or special meeting called for that purpose, and until his successor is
elected and qualifies.
Section 5. The Board of Directors shall have power to appoint, and at
its discretion to remove or suspend, any officers, managers, superintendents,
subordinates, assistants, clerks, agents and employees, permanently or
temporarily, as the Board may think fit, and to determine their duties and to
fix, and from time to time to change, their salaries or emoluments, and to
require security in such instances and in such amounts as it may deem proper.
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Section 6. In case of the absence of an officer of the Corporation, or
for any other reason which may seem sufficient to the Board of Directors, the
Board may delegate his powers and duties for the time being to any other officer
of the Corporation or to any director.
Section 7. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation which,
to the extent provided in such resolution or resolutions and by applicable law,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Any such committee shall keep
regular minutes of its proceedings, and shall report the same to the Board when
required.
Section 8. The Board of Directors may hold their meetings and keep the
books of the Corporation outside of the State of Maryland, at such place or
places as it may from time to time determine.
Section 9. The Board of Directors shall have power to fix, and from
time to time to change the compensation, if any, of the directors of the
Corporation.
Section 10. Upon retirement of a Director, the Board may elect him or
her to the position of Director Emeritus. Said Director Emeritus shall serve for
one year and may be re-elected by the Board from year to year thereafter. Said
Director Emeritus shall not vote at
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meetings of Directors and shall not be held responsible for actions of the Board
but shall receive fees paid to Board members for serving as such.
ARTICLE V
DIRECTORS MEETINGS
Section 1. The first regular meeting of the Board of Directors shall be
held each year within seven business days following the annual meeting of
stockholders at which the Directors are elected. Regular meetings of the Board
of Directors shall also be held without notice at such times and places as may
be from time to time prescribed by the Board.
Section 2. Special meetings of the Board of Directors may be called at
any time by the Chairman, and shall be called by the Chairman upon the written
request of a majority of the members of the Board of Directors. Unless notice is
waived by all the members of the Board of Directors, notice of any special
meeting shall be given to each director at least twenty-four hours prior to the
date of such meeting, and such notice shall provide the time and place of such
special meeting.
Section 3. One-third of the entire Board of Directors shall constitute
a quorum for the transaction of business at any meeting; except that if the
number of directors on the Board is less than six, two members shall constitute
a quorum for the transaction of business at any meeting. The act of a majority
of the directors present at any meeting where there is a quorum shall be the act
of the Board of Directors except as may be otherwise required by Maryland law or
the Investment Company Act of 1940.
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Section 4. The order of business at meetings of the Board of Directors
shall be prescribed from time to time by the Board.
ARTICLE VI
OFFICERS AND AGENTS
Section 1. At the first meeting of the Board of Directors after the
election of Directors in each year, the Board shall elect a Chairman, a
President and Chief Executive officer, one or more Vice Presidents, a Secretary
and a Treasurer and may elect or appoint one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers and agents as the Board
may deem necessary and as the business of the Corporation may require.
Section 2. The Chairman of the Board shall be elected from the
membership of the Board of Directors, but other officers need not be members of
the Board of Directors. Any two or more offices may be held by the same person
except the offices of President and Vice President. All officers of the
Corporation shall serve for one year and until their successors shall have been
duly elected and shall have qualified; provided, however, that any officer may
be removed at any time, either with or without cause, by action by the Board of
Directors.
ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. The Corporation shall indemnify each officer and director
made party to a proceeding, by reason of service in such capacity, to the
fullest extent, and in the manner
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provided, under Section 2-418 of the Maryland General Corporation Law: (i)
unless it is proved that the person seeking indemnification did not meet the
standard of conduct set forth in subsection (b)(1) of such section; and (ii)
provided, that the Corporation shall not indemnify any officer or director for
any liability to the Corporation or its security holders arising from the
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office.
Section 2. The provisions of clause (i) of Section 1 of this Article
VII notwithstanding, the Corporation shall indemnify each officer and director
against reasonable expenses incurred in connection with the successful defense
of any proceeding to which each such officer or director is a party by reason of
service in such capacity.
Section 3. The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each officer and director who is made party to
a proceeding by reason of service in such capacity the reasonable expenses
incurred by such person in connection therewith.
ARTICLE VIII
DUTIES OF OFFICERS
CHAIRMAN OF THE BOARD
Section 1. The Chairman of the Board shall preside at all meetings of
the stockholders and the Board of Directors and shall be a member ex officio of
all standing committees. He shall have those duties and responsibilities as
shall be assigned. to him by the
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Board of Directors. In the absence, resignation, disability or death of the
President, the Chairman shall exercise all the powers and perform all the duties
of the President until his return, or until such disability shall be removed or
until a new President shall have been elected.
PRESIDENT
Section 2. The President shall be the Chief Executive Officer and head
of the Corporation, and in the recess of the Board of Directors shall have the
general control and management of its business and affairs, subject, however,,
to the regulations of the Board of Directors.
The President shall, in the absence of the Chairman, preside at all
meetings of the stockholders and the Board of Directors. In the event of the
absence, resignation, disability or death of the Chairman, the President shall
exercise all powers and perform all duties of the Chairman until his return, or
until such disability shall have been removed or until a new Chairman shall have
been elected.
VICE PRESIDENTS
Section 3. The Executive Vice President, and the Vice Presidents, shall
have those duties and responsibilities as shall be assigned to them by the
Chairman or the President. In the event of the absence, resignation, disability
or death of the Chairman and President, the Executive Vice President shall
exercise all the powers and perform all the duties of the President until his
return, or until such disability shall be removed or until a new President shall
have been elected.
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THE SECRETARY AND ASSISTANT SECRETARIES
Section 4. The Secretary shall attend all meetings of the stockholders
and shall record all the proceedings thereof in a book to be kept for that
purpose, and he shall be the custodian of the corporate seal of the Corporation.
In the absence of the Secretary, an Assistant Secretary or any other person
appointed or elected by the Board of Directors, as is elsewhere in these by-laws
provided, may exercise the rights and perform the duties of the Secretary.
Section 5. The Assistant Secretary, or, if there be more than one
Assistant Secretary, then the Assistant Secretaries in the order of their
seniority, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary. Any Assistant Secretary elected
by the Board shall also perform such other duties and exercise such other powers
as the Board of Directors shall from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 6. The Treasurer shall keep full and correct accounts of the
receipts and expenditures of the Corporation in books belonging to the
Corporation, and shall deposit all monies and valuable effects in the name and
to the credit of the Corporation and in such depositories as may be designated
by the Board of Directors, and shall, if the Board shall so direct, give bond
with sufficient security and in such amount as may be required by the Board of
Directors for the faithful performance of his duties.
He shall disburse funds of the Corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and Board of Directors at the regular meetings of the
Board, or whenever they may require it, an account of all
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his transactions as the chief fiscal officer of the Corporation and of the
financial condition of the Corporation, and shall present each year before the
annual meeting of the stockholders a full financial report of the preceding
fiscal year.
Section 7. The Assistant Treasurer, or, if there be more than one
Assistant Treasurer, then the Assistant Treasurers in the order of their
seniority, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. Any Assistant Treasurer elected
by the Board shall also perform such duties and exercise such powers as the
Board of Directors shall from time to time prescribe.
ARTICLE IX
CHECKS, DRAFTS, NOTES, ETC.
Section 1. All checks shall bear the signature of such person or
persons as the Board of Directors may from time to time direct.
Section 2. All notes and other similar obligations and acceptances of
drafts by the Corporation shall be signed by such person or persons as the Board
of directors may from time to time direct.
Section 3 Any officer of the Corporation or any other employee, as the
Board of Directors may from time to time direct, shall have full power to
endorse for deposit all checks and all negotiable paper drawn payable to his or
their order or the order of the Corporation.
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ARTICLE X
CORPORATE SEAL
Section 1. The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization, and the words
"Corporate Seal, Maryland." Such seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.
ARTICLE XI
DIVIDENDS
Section 1. Dividends upon the shares of the capital stock of the
Corporation may, subject to the provisions of the Articles of Incorporation of
the Corporation, if any, be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock of the corporation.
Section 2. Before payment of any dividend there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Board of Directors may, from time to time, in its absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall deem to be for the best interests of the
Corporation, and the Board of Directors may abolish any such reserve in the
manner in which it was created.
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ARTICLE XII
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall end on the last
day in _________ of each year.
ARTICLE XIII
NOTICES
Section 1. Whenever under the provisions of these By-Laws notice is
required to be given to any director or stockholder, such notice is deemed given
when it is personally delivered, left at the residence or usual place of
business of the director or stockholder, or mailed to such director or
stockholder at such address as shall appear on the books of the Corporation and
such notice, if mailed, shall be deemed to be given at the time it shall be so
deposited in the United States mail postage prepaid. In the case of directors,
such notice may also be given orally by telephone or by telegraph or cable.
Section 2. Any notice required to be given under these By-Laws may be
waived in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein.
ARTICLE XIV
AMENDMENTS
Section 1. These By-Laws may be amended, altered or repealed by the
affirmative vote of the holders of a majority of the shares of capital stock of
the Corporation issued and outstanding and entitled to vote thereon, or by a
majority of the Board of Directors, as the case may be.
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FORM OF INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between [REGISTRANT], a [ ] corporation ("Fund") on
behalf of the [SERIES] ("Series"), and DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust, a Delaware business trust ("Investment
Manager").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as an investment company
registered under the Investment Company Act of 1940 and is currently comprised
of [x] series, including the Series; as a separate series of the Fund, each
series engages in the business of investing and reinvesting its assets in
securities; and
WHEREAS, the Investment Manager is a registered investment adviser under the
Investment Advisers Act of 1940 and engages in the business of providing
investment management services; and
WHEREAS, the Fund on behalf of the Series and the Investment Manager desire to
enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Fund hereby employs the Investment Manager to manage the
investment and reinvestment of the Series' assets and to administer its
affairs, subject to the direction of the Fund's Board of Directors and
officers of the Fund for the period and on the terms hereinafter set
forth. The Investment Manager hereby accepts such employment and agrees
during such period to render the services and assume the obligations
herein set forth for the compensation herein provided. The Investment
Manager shall for all purposes herein be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Fund in any
way, or in any way be deemed an agent of the Fund. The Investment
Manager shall regularly make decisions as to what securities and other
instruments to purchase and sell on behalf of the Series and shall
effect the purchase and sale of such investments in furtherance of the
Series' objectives and policies and shall furnish the Board of
Directors of the Fund with such information and reports regarding the
Series' investments as the Investment Manager deems appropriate or as
the Directors of the Fund may reasonably request.
2. The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including,
but not in limitation of the foregoing, the costs incurred in: the
maintenance of its corporate existence; the maintenance of its own
books, records and procedures; dealing with its own shareholders; the
payment of dividends; transfer of stock, including issuance, redemption
and repurchase of shares; preparation of share certificates; reports
and notices to shareholders; calling and holding of shareholders'
meetings; miscellaneous office expenses; brokerage commissions;
custodian fees, legal and accounting fees; taxes; and federal and state
registration fees. Directors, officers and employees of the Investment
Manager may be directors, officers and employees of any of the
investment companies within the Delaware Investments family (including
the Fund), Directors, officers and employees of the Investment Manager
who are directors, officers and/or employees of these investment
companies shall not receive any compensation from such companies for
acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and
in the performance of this Agreement, the Fund and Investment Manager
may share facilities common to each, which may include legal and
accounting personnel, with appropriate proration of expenses between
them.
3. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Investment Manager will place orders for the
purchase and sale of portfolio securities and other instruments with
such broker/dealers selected who provide statistical, factual and
financial information and services to the Fund, to the Investment
Manager, to any Sub-Adviser, as defined in Paragraph 5 hereof, or to
any other fund for which the Investment Manager or any such Sub-Adviser
1
<PAGE>
provides investment advisory services and/or with broker/dealers who
sell shares of the Fund or who sell shares of any other fund for which
the Investment Manager or any such Sub-Adviser provides investment
advisory services. Broker/dealers who sell shares of the funds of which
Delaware Management Company is investment manager, shall only receive
orders for the purchase or sale of portfolio securities to the extent
that the placing of such orders is in compliance with the Rules of the
Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above
and subject to such policies and procedures as may be adopted by the
Board of Directors and officers of the Fund, the Investment Manager may
ask the Fund and the Fund may agree to pay a member of an exchange,
broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an
exchange, broker or dealer would have charged for effecting that
transaction, in such instances where the Fund and the Investment
Manager have determined in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research
services provided by such member, broker or dealer, viewed in terms of
either that particular transaction or the Investment Manager's overall
responsibilities with respect to the Fund and to other funds and other
advisory accounts for which the Investment Manager or any Sub-Adviser,
as defined in Paragraph 5 hereof, exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Manager under the provisions of this Agreement, the Fund
shall pay to the Investment Manager monthly from the Series' assets, a
fee based on the average daily net assets of the Series during the
month. Such fee shall be calculated in accordance with the following
schedule:
Monthly Annual Rate Average Daily Net Assets
------- ----------- ------------------------
If this Agreement is terminated prior to the end of any calendar month,
the management fee shall be prorated for the portion of any month in
which this Agreement is in effect according to the proportion which the
number of calendar days, during which the Agreement is in effect, bears
to the number of calendar days in the month, and shall be payable
within 10 days after the date of termination.
5. The Investment Manager may, at its expense, select and contract with
one or more investment advisers registered under the Investment
Advisers Act of 1940 ("Sub-Advisers") to perform some or all of the
services for the Series for which it is responsible under this
Agreement. The Investment Manager will compensate any Sub-Adviser for
its services to the Series. The Investment Manager may terminate the
services of any Sub-Adviser at any time in its sole discretion, and
shall at such time assume the responsibilities of such Sub-Adviser
unless and until a successor Sub-Adviser is selected and the requisite
approval of the Series' shareholders is obtained. The Investment
Manager will continue to have responsibility for all advisory services
furnished by any Sub-Adviser.
6. The services to be rendered by the Investment Manager to the Fund
under the provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Manager shall be free to render similar
or different services to others so long as its ability to render the
services provided for in this Agreement shall not be impaired thereby.
7. The Investment Manager, its directors, officers, employees, agents
and shareholders may engage in other businesses, may render investment
advisory services to other investment companies, or to any other
corporation, association, firm or individual, and may render
underwriting services to the Fund or to any other investment company,
corporation, association, firm or individual.
8. It is understood and agreed that so long as the Investment Manager
and/or its advisory affiliates shall continue to serve as the Fund's
2
<PAGE>
investment adviser, other mutual funds as may be sponsored or advised
by the Investment Manager or its affiliates shall have the right
permanently to adopt and to use the words "Delaware," "Delaware
Investments" or "Delaware Group" in their names and in the names of any
series or class of shares of such funds.
9. In the absence of willful misfeasance, bad faith, gross negligence,
or a reckless disregard of the performance of its duties as the
Investment Manager to the Fund, the Investment Manager shall not be
subject to liability to the Fund or to any shareholder of the Fund for
any action or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security, or otherwise.
10. This Agreement shall be executed and become effective as of the
date written below if approved by the vote of a majority of the
outstanding voting securities of the Series. It shall continue in
effect for a period of two years and may be renewed thereafter only so
long as such renewal and continuance is specifically approved at least
annually by the Board of Directors or by the vote of a majority of the
outstanding voting securities of the Series and only if the terms and
the renewal hereof have been approved by the vote of a majority of the
Directors of the Fund who are not parties hereto or interested persons
of any such party, cast in person at a meeting called for the purpose
of voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated by the Fund at any time, without the
payment of a penalty, on sixty days' written notice to the Investment
Manager of the Fund's intention to do so, pursuant to action by the
Board of Directors of the Fund or pursuant to the vote of a majority of
the outstanding voting securities of the Series. The Investment Manager
may terminate this Agreement at any time, without the payment of a
penalty, on sixty days' written notice to the Fund of its intention to
do so. Upon termination of this Agreement, the obligations of all the
parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this
Agreement committed prior to such termination, and except for the
obligation of the Fund to pay to the Investment Manager the fee
provided in Paragraph 4 hereof, prorated to the date of termination.
This Agreement shall automatically terminate in the event of its
assignment.
11. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
12. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and
"assignment" shall have the meaning defined in the Investment Company
Act of 1940
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to be
affixed and duly attested and their presents to be signed by their duly
authorized officers as of the day of _________________, 19___.
DELAWARE MANAGEMENT COMPANY, a [REGISTRANT NAME]
series of DELAWARE MANAGEMENT for the [SERIES NAME]
BUSINESS TRUST
By:____________________________________ By:_______________________________
Name:__________________________________ Name:_____________________________
Title:_________________________________ Title:____________________________
Attest:________________________________ Attest:___________________________
Name:__________________________________ Name:_____________________________
Title:_________________________________ Title:____________________________
<PAGE>
EX-99.B6AI
Exhibit 24 (B)(6)(a)(i)
VOYAGEUR INVESTMENT TRUST
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of
March, 1997 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 Delaware Distributors, L.P., a Delaware limited
partnership ("DDLP"). 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:
WHEREAS, Voyageur Fund Distributors, Inc. ("VFD") currently
serves as the principal underwriter of the shares of each series of the Trust
and of the shares of the other registered open-end investment companies within
the Voyageur mutual fund complex (the "Voyageur Funds"); and
WHEREAS, on January 15, 1997, the indirect owners of VFD
entered into an Agreement and Plan of Merger with Lincoln National Corporation
("LNC") which, when consummated (the consummation of such agreement is referred
to herein as the "Merger"), will result in LNC's indirect ownership of, among
others, VFD and its parent company, Voyageur Fund Managers, Inc., the investment
adviser and administrator for the Voyageur Funds; and
WHEREAS, to facilitate additional sales of shares of the Funds
in anticipation of the Merger, the Board of Trustees of the Trust has determined
that the Trust should enter into a distribution agreement with DDLP under which
DDLP will serve as co-underwriter of such shares along with VFD, which
currently serves as the sole principal underwriter of such shares (VFD and DDLP
may hereinafter be referred to as the "Co-Underwriters").
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. UNDERWRITING SERVICES
The Trust, on behalf of each Fund, hereby engages DDLP, and
DDLP hereby agrees to act, as co-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. DDLP 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.
<PAGE>
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 for or sale of shares shall be
conclusively presumed to have been accepted by the Trust if the Trust shall fail
to notify DDLP 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 DDLP (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 (hereinafter referred to collectively as the "Prospectus"), shares
of any other Voyageur Fund, or (ii) except in instances otherwise provided for
by the applicable currently effective Prospectus, for any amount less than the
public offering price per share, which shall be determined in accordance with
the applicable currently effective Prospectus.
(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.
(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 Co-Underwriters, 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 Co-Underwriters, 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) DDLP shall require any securities dealer entering into a
selected dealer agreement with DDLP to disclose to prospective investors the
existence of all available classes of shares of a Fund and to determine the
suitability of each available class as an investment for each such prospective
investor.
3. QUALIFICATION OF SHARES
The Trust agrees to make prompt and reasonable efforts to
effect and keep in effect, at its expense, the qualification of each Fund's
shares for sale in such jurisdictions as the Trust may designate.
4. INFORMATION TO BE FURNISHED TO DDLP
The Trust agrees that it will furnish DDLP with such
information with respect to the affairs and accounts of the Trust (and each Fund
or class thereof) as DDLP may from time to time reasonably require, and further
agrees that DDLP, 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 DDLP and/or VFD. VFD has agreed to provide, and 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"). DDLP may provide such services and pay Shareholder Servicing Costs
associated therewith to the extent agreed to from time to time by DDLP and VFD.
Shareholder Servicing Costs include all expenses of DDLP or VFD, as the case may
be, incurred in connection with providing administrative or accounting services
to shareholders of each Fund, including, but not limited to, an allocation of
overhead of DDLP or VFD and payments made to persons, including employees of
DDLP or VFD, 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. VFD has also agreed to pay all costs of distributing the shares
of each
<PAGE>
Fund ("Distribution Expenses"). DDLP may pay all or a portion of the
Distribution Expenses as agreed to from time to time by DDLP and VFD.
Distribution Expenses include, but are not limited to, initial and ongoing sales
compensation (in addition to sales loads) paid to investment executives of DDLP
or VFD, as the case may be, 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 overhead of DDLP or VFD, as the
case may be; 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 DDLP
As compensation for all of its services provided and its costs
assumed under this Agreement, DDLP shall receive the following forms and amounts
of compensation:
(a) DDLP shall, as agreed to from time to time with VFD and as
permitted by applicable law or regulation, 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 DDLP 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 DDLP from any sums received by it in payment for shares so sold. If
such amount is not deducted by DDLP from such payments, such amount shall be
paid to DDLP by the Trust not later than five business days after the close of
any calendar quarter during which any such sales were made by DDLP and payment
received by the Trust.
(b) DDLP shall, as agreed to from time to time with VFD and as
permitted by applicable law or regulation, 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 is obligated to
pay DDLP and/or VFD, as agreed to from time to time by such
parties and as permitted by applicable law or regulation, 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. 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 is obligated
to pay DDLP and/or VFD, as agreed to from time to time by such
parties and as permitted by applicable law or regulation, a
total fee in connection with 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) Class C of each Fund is obligated
to pay DDLP and/or VFD, as agreed to from time to time by such
parties and as permitted by applicable law or regulation, 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
<PAGE>
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 under the Plan
may exceed or be less than actual Distribution Expenses and Shareholder
Servicing Costs. In the event such Distribution Expenses and Shareholder
Servicing Costs exceed amounts payable under the Plan, DDLP shall not be
entitled to reimbursement by the Trust.
(d) In each year during which this Agreement remains in effect,
DDLP, as agreed to from time to time with VFD, 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 DDLP'S AUTHORITY
DDLP 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
DDLP 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 DDLP by a customer or dealer and subsequently
cancelled, DDLP shall forthwith cancel the subscription for such shares entered
on the books of the Fund, and, if DDLP 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 DDLP.
9. INDEMNIFICATION OF THE TRUST
DDLP 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 DDLP. In the event of the threat or
institution of any such litigation or legal proceedings against any Fund, DDLP
shall defend such action on behalf of the Fund or the Trust at DDLP'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, DDLP 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 DDLP, or to DDLP by a trustee, officer, or employee
of the Trust who is not an "interested person," as defined in the provisions of
the 1940 Act, of DDLP, unless the information so supplied or omitted was
available to DDLP without recourse to the Fund or the Trust or any such person
referred to above.
10. FREEDOM TO DEAL WITH THIRD PARTIES
DDLP 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.
<PAGE>
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.
Notwithstanding the preceding sentence, this Agreement shall terminate at 11:59
p.m., Philadelphia time, on June 30, 1997, if the Merger has not been
consummated by such date, unless otherwise agreed by the parties.
(b) This Agreement may be terminated at any time with respect
to any Fund or 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 class thereof), or by DDLP, 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 DDLP and by vote of a majority of the Board of Trustees of the
Trust who are not interested persons of the Trust or DDLP.
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.
<PAGE>
IN WITNESS WHEREOF, the Trust and DDLP 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/Thomas J. Abood
-------------------------------------
Its Secretary
------------------------------
DELAWARE DISTRIBUTORS, L.P.
By /s/ Winthrop S. Jessup
-------------------------------------
Its Vice Chairman
-------------------------------
<PAGE>
EX-99.B9BI
Exhibit 24(B)(9)(b)(i)
AMENDMENT NO. 9
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Quantum Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
- ------------------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund)
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio (deregistered
January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
11
<PAGE>
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Quantum Series (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Value Series
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
12
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
13
<PAGE>
Dated as of March 31, 1998
DELAWARE SERVICE COMPANY, INC.
/s/David K. Downes
By: _______________________________________________________________
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR 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.
/s/ Wayne A. Stork
By: _______________________________________________________________
Wayne A. Stork
Chairman
14
<PAGE>
EX-99.B9BII
Exhibit 24 (b)(9)(b)(ii)
AMENDMENT NO. 10
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Social Awareness Fund (formerly Quantum Fund) (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
- ------------------
*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.
15
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
The Asset Allocation Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund)
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio (deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
The Small-Cap Growth Equity Portfolio (New)
The Growth and Income Portfolio (New)
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
16
<PAGE>
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series
Global Bond Series (New)
International Equity Series
Social Awareness Series (formerly Quantum Series) (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Small Cap Value Series (formerly Value Series)
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur US Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
17
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
18
<PAGE>
Dated as of August , 1998
DELAWARE SERVICE COMPANY, INC.
By: ___________________________________________________________________
David K. Downes
President, Chief Executive Officer and Chief Financial Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR 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.
By: ____________________________________________________________________
Wayne A. Stork
Chairman
19
<PAGE>
EX-99.B9BIII
Exhibit 24(b)(9)(b)(iii)
AMENDMENT NO. 11
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Social Awareness Fund (formerly Quantum Fund) (New)
Diversified Value Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
- ------------------
*Except as otherwise noted, all Portfolios included on this
Schedule A are Existing Portfolios for purposes of the compensation described on
Schedule B to that Fund Accounting Agreement between Delaware Service Company,
Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement").
All portfolios added to this Schedule A by amendment executed by a Company on
behalf of such Portfolio hereof shall be a New Portfolio for purposes of
Schedule B to the Agreement.
20
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
The Asset Allocation Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund)
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio
(deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
The Small-Cap Growth Equity Portfolio (New)
The Growth and Income Portfolio (New)
21
<PAGE>
Delaware Group Premium Fund, Inc.
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series Global Bond Series (New)
International Equity Series
Social Awareness Series (formerly Quantum Series) (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Small Cap Value Series (formerly Value Series)
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur US Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
22
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
23
<PAGE>
Dated as of August , 1998
DELAWARE SERVICE COMPANY, INC.
By: ______________________________________________________
David K. Downes
President, Chief Executive Officer and Chief Financial
Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR 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.
By: ______________________________________________________
Wayne A. Stork
Chairman
24
<PAGE>
EX-99.B9BIV
Exhibit 24(b)(9)(b)(iv)
AMENDMENT NO. 12
to
SCHEDULE A
of
DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT
Delaware Group Adviser Funds, Inc.
Corporate Income Fund (liquidated September 19, 1997)
Enterprise Fund (liquidated September 19, 1997)
Federal Bond Fund (liquidated September 19, 1997)
New Pacific Fund
U.S. Growth Fund
Overseas Equity Fund (formerly World Growth Fund)
Delaware Group Cash Reserve, Inc.
Delaware Group Equity Funds I, Inc. (formerly Delaware)
Delaware Fund
Devon Fund
Delaware Group Equity Funds II, Inc. (formerly Decatur)
Blue Chip Fund (New)
Decatur Income Fund
Decatur Total Return Fund
Social Awareness Fund (formerly Quantum Fund) (New)
Diversified Value Fund (New)
Delaware Group Equity Funds III, Inc. (formerly Trend)
Trend Fund
Delaware Group Equity Funds IV, Inc. (formerly DelCap)
Capital Appreciation Fund (New)
DelCap Fund
Delaware Group Equity Funds V, Inc. (formerly Value)
Small Cap Value Fund (formerly Value Fund)
Retirement Income Fund (New)
- ------------------
*Except as otherwise noted, all Portfolios included on
this Schedule A are Existing Portfolios for purposes of the compensation
described on Schedule B to that Fund Accounting Agreement between Delaware
Service Company, Inc. and the Delaware Group of Funds dated as of August 19,
1996 ("Agreement"). All portfolios added to this Schedule A by amendment
executed by a Company on behalf of such Portfolio hereof shall be a New
Portfolio for purposes of Schedule B to the Agreement.
25
<PAGE>
Delaware Group Foundation Funds (New)
Balanced Portfolio (New)
Growth Portfolio (New)
Income Portfolio (New)
The Asset Allocation Portfolio (New)
Delaware Group Government Fund, Inc.
Government Income Series (U.S. Government Fund )
Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund
Global Equity Fund (New)
International Small Cap Fund (New)
Delaware Group Income Funds, Inc. (formerly Delchester)
Delchester Fund
High-Yield Opportunities Fund (New)
Strategic Income Fund (New)
Corporate Bond Fund (New)
Extended Duration Bond Fund (New)
Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U. S. Government Money Fund
Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Large-Cap Value Equity Portfolio
(formerly The Defensive Equity Portfolio)
The Small/Mid-Cap Value Equity Portfolio (New)
(formerly The Defensive Equity Small/Mid-Cap Portfolio)
The Defensive Equity Utility Portfolio
(deregistered January 14, 1997)
The Emerging Markets Portfolio (New)
The Intermediate Fixed Income Portfolio
(formerly The Fixed Income Portfolio)
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio
The Global Equity Portfolio (New)
The Real Estate Investment Trust Portfolio II (New)
The Diversified Core Fixed Income Portfolio (New)
The Aggregate Fixed Income Portfolio (New)
The Small-Cap Growth Equity Portfolio (New)
The Growth and Income Portfolio (New)
Delaware Group Premium Fund, Inc.
26
<PAGE>
Capital Reserves Series
Cash Reserve Series
Convertible Securities Series (New)
Decatur Total Return Series
Delaware Series
Delchester Series
Devon Series (New)
Emerging Markets Series (New)
DelCap Series Global Bond Series (New)
International Equity Series
Social Awareness Series (formerly Quantum Series) (New)
REIT Series (New)
Strategic Income Series (New)
Trend Series
Small Cap Value Series (formerly Value Series)
Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund
Delaware Group Tax-Free Money Fund, Inc.
Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income
Trust-Pennsylvania)
Tax-Free Pennsylvania Fund
Tax-Free New Jersey Fund (New)
Tax-Free Ohio Fund (New)
Voyageur Funds, Inc.
Voyageur US Government Securities Fund (New)
Voyageur Insured Funds, Inc.
Arizona Insured Tax Free Fund (New)
Colorado Insured Fund (New)
Minnesota Insured Fund (New)
National Insured Tax Free Fund (New)
Voyageur Intermediate Tax Free Funds, Inc.
Arizona Limited Term Tax Free Fund (New)
California Limited Term Tax Free Fund (New)
Colorado Limited Term Tax Free Fund (New)
Minnesota Limited Term Tax Free Fund (New)
National Limited Term Tax Free Fund (New)
27
<PAGE>
Voyageur Investment Trust
California Insured Tax Free Fund (New)
Florida Insured Tax Free Fund (New)
Florida Tax Free Fund (New)
Kansas Tax Free Fund (New)
Missouri Insured Tax Free Fund (New)
New Mexico Tax Free Fund (New)
Oregon Insured Tax Free Fund (New)
Utah Tax Free Fund (New)
Washington Insured Tax Free Fund (New)
Voyageur Investment Trust II
Florida Limited Term Tax Free Fund (New)
Voyageur Mutual Funds, Inc.
Arizona Tax Free Fund (New)
California Tax Free Fund (New)
Iowa Tax Free Fund (New)
Idaho Tax Free Fund (New)
Minnesota High Yield Municipal Bond Fund (New)
National High Yield Municipal Bond Fund (New)
National Tax Free Fund (New)
New York Tax Free Fund (New)
Wisconsin Tax Free Fund (New)
Voyageur Mutual Funds II, Inc.
Colorado Tax Free Fund (New)
Voyageur Mutual Funds III, Inc.
Aggressive Growth Fund (New)
Growth Stock Fund (New)
International Equity Fund (New)
Tax Efficient Equity Fund (New)
Voyageur Tax Free Funds, Inc.
Minnesota Tax Free Fund (New)
North Dakota Tax Free Fund (New)
28
<PAGE>
Dated as of September , 1998
DELAWARE SERVICE COMPANY, INC.
By: ------------------------------------------------------
David K. Downes
President, Chief Executive Officer and Chief Financial
Officer
DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP EQUITY FUNDS II, INC.
DELAWARE GROUP EQUITY FUNDS III, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC.
DELAWARE POOLED TRUST, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
VOYAGEUR 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.
By: ------------------------------------------------------
Wayne A. Stork
Chairman
28
<PAGE>
Law Offices
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8115
October 27, 1998
Voyageur Investment Fund, Inc.
1818 Market Street
Philadelphia, PA 19103
Re: Legal Opinion-Securities Act of 1933
Ladies and Gentlemen:
We have examined the Articles of Incorporation (the
"Articles") of Voyageur Investment Fund, Inc. (the "Fund"), a series corporation
organized under Maryland law on September 16, 1998, the By-Laws of the Fund and
the various pertinent corporate proceedings we deem material. We have also
examined the Notification of Registration and the Registration Statements
adopted by the Fund or filed by the Fund's predecessor under the Investment
Company Act of 1940, as amended (the "Investment Company Act") and the
Securities Act of 1933, as amended (the "Securities Act"), all as amended to
date, as well as other items we deem material to this opinion.
The Fund is authorized by the Articles to issue two billion
(2,000,000,000) shares of common stock at a par value of $0.01. The Fund issues
shares of the Delaware-Voyageur Tax-Free California Insured Fund series, the
Delaware-Voyageur Tax-Free Florida Fund series, the Delaware-Voyageur Tax-Free
Florida Insured Fund series, the Delaware-Voyageur Tax-Free Kansas Fund series,
the Delaware-Voyageur Tax-Free Missouri Insured Fund series, the
Delaware-Voyageur Tax-Free New Mexico Fund series, the Delaware-Voyageur
Tax-Free Oregon Insured Fund series, the Delaware-Voyageur Tax-Free Utah Fund
series, and the Delaware-Voyageur Tax-Free Washington Insured Fund series, and
also issues multiple classes of such series. The Articles also empower the Board
to designate any additional series or classes and allocate shares to such series
or classes.
<PAGE>
The Fund has filed with the U.S. Securities and Exchange
Commission, a registration statement under the Securities Act, which
registration statement is deemed to register an indefinite number of shares of
the Fund pursuant to the provisions of Section 24(f) of the Investment Company
Act. You have further advised us that the Fund (or its predecessor) has filed,
and each year the Fund hereafter will timely file, a Notice pursuant to Rule
24f-2 under the Investment Company Act perfecting the registration of the shares
sold by the Fund during each fiscal year during which such registration of an
indefinite number of shares remains in effect.
You have also informed us that the shares of the Fund (or its
predecessor) have been, and will continue to be, sold in accordance with the
Fund's usual method of distributing its registered shares, under which
prospectuses are made available for delivery to offerees and purchasers of such
shares in accordance with Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, so long
as the Fund remains a valid and subsisting entity under the laws of its state of
organization, and the registration of an indefinite number of shares of the Fund
remains effective, the authorized shares of the Fund when issued for the
consideration set by the Board of Directors pursuant to the Articles, and
subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid,
and non-assessable shares, and the holders of such shares will have all the
rights provided for with respect to such holding by the Articles and the laws of
the State of Maryland.
We hereby consent to the use of this opinion, in lieu of any
other, as an exhibit to the Registration Statement of the Fund, along with any
amendments thereto, covering the registration of the shares of the Fund under
the Securities Act and the applications, registration statements or notice
filings, and amendments thereto, filed in accordance with the securities laws of
the several states in which shares of the Fund are offered, and we further
consent to reference in the registration statement of the Fund to the fact that
this opinion concerning the legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: Bruce G. Leto
-----------------------------------
Bruce G. Leto
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus and "Financial Statements" in the Statement of
Additional Information and to the incorporation by reference in this
Post-Effective Amendment No. 16 to the Registration Statement (Form N-1A) (No.
33-42827) of Voyageur Investment Trust (comprised of Delaware-Voyageur Tax-Free
California Insured Fund, Delaware-Voyageur Tax-Free Florida Fund,
Delaware-Voyageur Tax-Free Florida Insured Fund, Delaware-Voyageur Tax-Free
Kansas Fund, Delaware-Voyageur Tax-Free Missouri Insured Fund, Delaware-Voyageur
Tax-Free New Mexico Fund, Delaware-Voyageur Tax-Free Oregon Insured Fund,
Delaware-Voyageur Tax-Free Utah Fund, and Delaware-Voyageur Tax-Free Washington
Insured Fund) of our reports dated October 5, 1998, included in the 1998 Annual
Reports to shareholders.
/s/ Ernst & Young LLP
- ---------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
October 27, 1998
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Directors
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free Arizona Fund
Voyageur Insured Funds, Inc. - Delaware-Voyageur Tax-Free Arizona Insured Fund
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free California Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free California Insured Fund
Voyageur Mutual Funds II, Inc. - Delaware-Voyageur Tax-Free Colorado Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free New Mexico Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Utah Fund
We have audited the accompanying statements of net assets of Tax-Free Arizona
Fund, Tax-Free Arizona Insured Fund, Tax-Free California Fund, Tax-Free
California Insured Fund, Tax-Free Colorado Fund, Tax-Free New Mexico Fund and
Tax-Free Utah Fund (the "Funds") as of August 31, 1998, and the related
statements of operations, statements of changes in net assets and financial
highlights for the period January 1, 1998 through August 31, 1998 and for the
year ended December 31, 1997. These financial statements and financial
highlights are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits. The statements of changes in net assets for the year ended
December 31, 1996 and the financial highlights for the periods presented through
December 31, 1996 were audited by other auditors whose reports thereon dated
February 14, 1997 expressed unqualified opinions on those statements and
financial highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of August 31, 1998, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective Funds at August 31, 1998, and the results of their operations,
the changes in their net assets and their financial highlights for the period
January 1, 1998 through August 31, 1998 and for the year ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
- -----------------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
October 5, 1998
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Directors
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Florida Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Florida Insured Fund
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free New York Fund
We have audited the accompanying statements of net assets of Tax-Free Florida
Fund, Tax-Free Florida Insured Fund, and Tax-Free New York Fund (the "Funds") as
of August 31, 1998, and the related statements of operations, statements of
changes in net assets and financial highlights for the period January 1, 1998
through August 31, 1998 and for the year ended December 31, 1997. These
financial statements and financial highlights are the responsibility of the
Funds' management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits. The
statements of changes in net assets and the financial highlights for the periods
presented through December 31, 1996 were audited by other auditors whose reports
thereon dated February 14, 1997 expressed unqualified opinions on those
statements and financial highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of August 31, 1998, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective Funds at August 31, 1998, and the results of their operations,
the changes in their net assets and their financial highlights for the period
January 1, 1998 through August 31, 1998 and for the year ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
- -----------------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
October 5, 1998
<PAGE>
Report of Independent Auditors
To the Shareholders and Board of Directors
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free Idaho Fund
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free Iowa Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Kansas Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Missouri Insured Fund
Voyageur Tax-Free Funds, Inc. - Delaware-Voyageur Tax-Free North Dakota Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Oregon Insured Fund
Voyageur Investment Trust - Delaware-Voyageur Tax-Free Washington Insured Fund
Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free Wisconsin Fund
We have audited the accompanying statements of net assets of Tax-Free Idaho
Fund, Tax-Free Iowa Fund, Tax-Free Kansas Fund, Tax-Free Missouri Insured Fund,
Tax-Free North Dakota Fund, Tax-Free Oregon Insured Fund, Tax-Free Washington
Insured Fund and Tax-Free Wisconsin Fund (the "Funds") as of August 31, 1998,
and the related statements of operations, statements of changes in net assets
and financial highlights for the period January 1, 1998 through August 31, 1998
and for the year ended December 31, 1997. These financial statements and
financial highlights are the responsibility of the Funds' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statements of changes in net
assets for the year ended December 31, 1996 and the financial highlights for the
periods presented through December 31, 1996 were audited by other auditors whose
reports thereon dated February 14, 1997 expressed unqualified opinions on those
statements and financial highlights.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. Our procedures included confirmation of
securities owned as of August 31, 1998, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective Funds at August 31, 1998, and the results of their operations,
the changes in their net assets and their financial highlights for the period
January 1, 1998 through August 31, 1998 and for the year ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
- -----------------------------
Ernst & Young LLP
Philadelphia, Pennsylvania
October 5, 1998
<PAGE>
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Voyageur Tax-Free Funds, Inc.
Voyageur Intermediate Tax-Free Funds, Inc.
Voyageur Insured Funds, Inc.
Voyageur Investment Trust
Voyageur Mutual Funds, Inc.
Voyageur Mutual Funds II, Inc.:
We consent to the use of our reports dated February 14, 1997 incorporated herein
by reference and to the reference of our Firm under the heading "FINANCIAL
STATEMENTS" in the Statement of Additional Information.
/s/KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick LLP
Minneapolis, Minnesota
October 28, 1998
<PAGE>
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Voyageur Tax-Free Funds, Inc.
Voyageur Intermediate Tax-Free Funds, Inc.
Voyageur Insured Funds, Inc.
Voyageur Investment Trust
Voyageur Mutual Funds, Inc.
Voyageur Mutual Funds II, Inc.:
We have audited the accompanying statements of changes in net assets of Voyageur
Tax-Free Arizona Fund, Voyageur Tax-Free California Fund, Voyageur Tax-Free
Idaho Fund, Voyageur Tax-Free Iowa Fund, Voyageur Minnesota High Yield Municipal
Bond Fund, Voyageur National High Yield Municipal Bond Fund, Voyageur Tax-Free
New York Fund, Voyageur Tax-Free Wisconsin Fund (portfolios within Voyageur
Mutual Funds, Inc.); Voyageur Tax-Free California Insured Fund, Voyageur
Tax-Free Florida Fund, Voyageur Tax-Free Florida Insured Fund, Voyageur Tax-Free
Kansas Fund, Voyageur Tax-Free Missouri Fund, Voyageur Tax-Free New Mexico Fund,
Voyageur Tax-Free Oregon Insured Fund, Voyageur Tax-Free Utah Fund, Voyageur
Tax-Free Washington Insured Fund (portfolios within Voyageur Investment Trust);
Voyageur Tax-Free Arizona Insured Fund, Voyageur Minnesota Insured Fund,
(portfolios within Voyageur Insured Funds, Inc.); Voyageur Tax-Free Minnesota
Fund, Voyageur Tax-Free North Dakota Fund, (portfolios within Voyageur Tax-Free
Funds, Inc.); Voyageur Tax-Free Minnesota Intermediate Fund, (a portfolio within
Voyageur Tax-Free Funds, Inc.); and Voyageur Tax-Free Colorado Fund (a portfolio
within Voyageur Mutual Funds II, Inc.) for the year ended December 31, 1996, and
the financial highlights for the periods ended prior to or on December 31, 1996.
The statements of changes in net assets and the financial highlights are the
responsibility of Fund management. Our responsibility is to express an opinion
on the statements of changes in net assets and the financial highlights based on
our audits.
<PAGE>
KPMG Peat Marwick LLP
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the changes in net assets of
and financial highlights of the aforementioned funds for the periods ended prior
to or on December 31, 1996, in conformity with generally accepted accounting
principles.
/s/KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 14, 1997
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<NET-INVESTMENT-INCOME> 697,922
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<DISTRIBUTIONS-OF-INCOME> 651,989
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
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<NAME> DELAWARE-VOYAGEUR TAX-FREE OREGON INSURED A CLASS
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<NAME> DELAWARE-VOYAGEUR TAX-FREE OREGON INSURED B CLASS
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<NAME> DEL-VOY TAX FREE WASHINGTON INSURED FUND A CLASS
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<NAME> DEL-VOY TAX FREE WASHINGTON INSURED FUND C CLASS
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<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 80,740
<GROSS-ADVISORY-FEES> 12,090
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 38,742
<AVERAGE-NET-ASSETS> 3,628,739
<PER-SHARE-NAV-BEGIN> 10.770
<PER-SHARE-NII> 0.302
<PER-SHARE-GAIN-APPREC> 0.140
<PER-SHARE-DIVIDEND> 0.302
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.910
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
