<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 33-42827
File No. 811-6411
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
------
Post-Effective Amendment No. 18 X
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AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 18
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VOYAGEUR INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-1244
--------------
Richard J. Flannery, Esquire, 1818 Market Street, Philadelphia, PA 19103
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Public Offering: November 1, 1999
----------------
It is proposed that this filing will become effective:
------- immediately upon filing pursuant to paragraph (b)
------- on (date) pursuant to paragraph (b)
------- 60 days after filing pursuant to paragraph (a)(1)
X on November 1, 1999 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>
--- C O N T E N T S ---
This Post-Effective Amendment No. 18 to Registration File No. 33-42827 includes
the following:
1. Facing Page
2. Contents Page
3. Part A - Prospectus(1)
4. Part B - Statement of Additional Information(1)
5. Part C - Other Information(2)
6. Signatures
This Post-Effective Amendment relates to the Registrant's seven series of
shares and their classes.
(1) The Registrant's Prospectus and Statement of Additional Information are
incorporated into this filing by reference to the electronic filing of
Post-Effective Amendment No. 23 to the Registration Statement of Voyageur
Mutual Funds filed August 16, 1999.
(2) Items 26(a) and 27 to Part C are incorporated into this filing by
reference to the electronic filing of Post-Effective Amendment No. 23 to
the Registration Statement of Voyageur Mutual Funds filed August 16,
1999.
<PAGE>
PART C
Other Information
Item 23. Exhibits:
(a) Declaration of Trust. Amended and Restated Agreement and Declaration
of Trust (February 16, 1994) incorporated into this filing by
reference to Post-Effective Amendment No. 11 filed April 30, 1996.
(b) By-Laws. By-Laws, as amended (January, 24, 1995) incorporated into
this filing by reference to Post-Effective Amendment No. 11 filed
April 30, 1996.
(c) Copies of All Instruments Defining the Rights of Holders.
(1) Articles of Incorporation and Articles Supplementary.
(i) Article V of Declaration of Trust (February 16, 1994)
incorporated into this filing by reference to Post-Effective
Amendment No. 11 filed April 30, 1996.
(2) By-Laws.
(i) Article II incorporated into this filing by reference to
Post-Effective Amendment No. 11 filed April 30, 1996.
(d) Investment Management Agreement.
(1) Form of Investment Management Agreement between Delaware
Management Company, Inc. and the Registrant (January 1, 1999)
attached as Exhibit.
(e) (1) 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.
(2) Administration and Service Agreement. Form of Administration and
Service Agreement (as amended November 1995) (Module)
incorporated into this filing by reference to Post-Effective
Amendment No. 13 filed August 28, 1997.
(3) Dealer's Agreement. Dealer's Agreement (as amended November 1995)
<PAGE>
(Module) incorporated into this filing by reference to
Post-Effective Amendment No. 13 filed August 28, 1997.
(4) Mutual Fund Agreement for the Delaware Group of Funds (as amended
November 1995) (Module) incorporated into this filing by
reference to Post-Effective Amendment No. 13 filed August 28,
1997.
(f) Inapplicable.
(g) Custodian Agreement.
(1) 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.
(h) Other Material Contracts.
(1) 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.
(2) 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 and
Post-Effective No. 17 filed November 30, 1998.
(i) Opinion of Counsel. Incorporated into this filing by reference to
Post-Effective Amendment No. 15 filed on April 29, 1998.
(j) Consent of Auditors. To be filed by Amendment.
(k) Inapplicable.
(l) Letter of Investment Intent incorporated into this filing by reference
to Pre-Effective Amendment No. 1 filed on November 22, 1992.
(m) Plans under Rule 12b-1.
(1) Plan under Rule 12b-1 for Class A, B and C Shares (1997)
incorporated into this filing by reference to Post-Effective
Amendment No. 11 filed April 30, 1996.
(n) Plan under Rule 18f-3.
<PAGE>
(1) Plan under Rule 18f-3 (June 19, 1997) incorporated into this
filing by reference to Post-Effective Amendment No. 15 filed
April 29, 1998.
(o) Other: Trustees' Powers of Attorney. Attached as Exhibit.
Item 24. Persons Controlled by or under Common Control with Registrant. None.
Item 25. Indemnification. Incorporated into this filing by reference to Post-
Effective Amendment No. 11 filed April 30, 1996.
Item 26. Business and Other Connections of Investment Adviser.
Delaware Management Company, a series of Delaware Management Business
Trust, (the "Manager") serves as investment manager to the Registrant and also
serves as investment manager or sub-adviser to certain of the other funds in
the Delaware Investments family (Delaware Group Equity Funds I, Inc., Delaware
Group Equity Funds II, Inc., Delaware Group Equity Funds III, Delaware Group
Equity Funds IV, Inc., Delaware Group Equity Funds V, Inc., Delaware Group
Government Fund, Inc., Delaware Group Income Funds, Inc., Delaware Group
Limited-Term Government Funds, Inc., Delaware Group Tax-Free Fund, Delaware
Group State Tax-Free Income Trust, Delaware Group Tax-Free Money Fund, Delaware
Group Premium Fund, Inc., Delaware Group Global & International Funds, Inc.,
Delaware Pooled Trust, Inc., Delaware Group Adviser Funds, Inc., Delaware Group
Dividend and Income Fund, Inc., Delaware Group Global Dividend and Income Fund,
Inc., Delaware Group Foundation Funds, Inc., Voyageur Intermediate Tax Free
Funds, Voyageur Tax Free Funds, Voyageur Funds, Inc., Voyageur Insured Funds,
Voyageur Investment Trust II, Voyageur Mutual Funds, Voyageur Mutual Funds II,
Voyageur Mutual Funds III, Inc., Voyageur Arizona Municipal Income Fund, Inc.,
Voyageur Colorado Insured Municipal Income Fund, Inc., Voyageur Florida Insured
Municipal Income Fund, Voyageur Minnesota Municipal Fund, Inc., Voyageur
Minnesota Municipal Fund II, Inc. and Voyageur Minnesota Municipal Fund III,
Inc.). In addition, certain officers of the Manager also serve as
directors/trustees of the other funds in the Delaware Investments family, and
certain officers are also officers of these other funds. A company indirectly
owned by the Manager's indirect parent company acts as principal underwriter to
the mutual funds in the Delaware Investments family (see Item 29 below) and
another such company acts as the shareholder services, dividend disbursing,
accounting servicing and transfer agent for all of the mutual funds in the
Delaware Investments family.
Item 26(a) incorporated into this filing by reference to Post-Effective
Amendment No. 23 to the Registration Statement of Voyageur Mutual Funds filed
August 16, 1999.
Item 27. Principal Underwriters. Incorporated into this filing by reference to
Post-Effective Amendment No. 23 to the Registration Statement of
Voyageur Mutual Funds filed August 16, 1999.
Item 28. Location of Accounts and Records. All accounts and records are
maintained in Philadelphia at 1818 Market Street, Philadelphia,
PA 19103, One Commerce Square, Philadelphia, PA 19103 or 90 South
Seventh Street, Minneapolis, Minnesota 55402.
Item 39. Management Services. None.
Item 30. Undertakings. Inapplicable.
<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, Commonwealth of Pennsylvania on this 12th day of
August, 1999.
VOYAGEUR INVESTMENT TRUST
By /s/David K. Downes
-----------------------------------
David K. Downes
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Signature Title Date
- ------------------------------------------ ------------------------------- ----------------
/s/David K. Downes
- ------------------------------------------ President/Chief Executive Officer/
David K. Downes Chief Operating Officer/Chief Financial August 12, 1999
Officer (Principal Executive Officer,
Principal Financial Officer and Principal
Accounting Officer) and Trustee
/s/Wayne A. Stork * Trustee August 12, 1999
- ------------------------------------------
Wayne A. Stork
/s/Walter P. Babich * Trustee August 12, 1999
- ------------------------------------------
Walter P. Babich
/s/ Anthony D. Knerr * Trustee August 12, 1999
- ------------------------------------------
Anthony D. Knerr
/s/ Ann R. Leven * Trustee August 12, 1999
- ------------------------------------------
Ann R. Leven
/s/Thomas F. Madison * Trustee August 12, 1999
- ------------------------------------------
Thomas F. Madison
/s/Charles E. Peck * Trustee August 12, 1999
- ------------------------------------------
Charles E. Peck
/s/Jan L. Yeomans * Trustee August 12, 1999
- ------------------------------------------
Jan L. Yeomans
*By /s/ Wayne A. Stork
------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
EX-99.D1 Form of Investment Management Agreement (January 1, 1999)
between Delaware Management Company and the Registrant
EX-99.EIi Executed Distribution Agreement (March 1, 1997) between Delaware
Distributors L.P. and the Registrant on behalf of the Funds
EX-99.O Powers of Attorney
<PAGE>
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made by and between VOYAGEUR INVESTMENT TRUST, a
Massachusetts business trust (the "Company") severally on behalf of each series
of shares of beneficial interest of the Company that is listed on Exhibit A to
this Agreement, as that Exhibit may be amended from time to time (each such
series of shares is hereinafter referred to as a "Fund" and, together with other
series of shares listed on such Exhibit, the "Funds"), and DELAWARE MANAGEMENT
COMPANY, a series of Delaware Management Business Trust (the "Investment
Manager").
W I T N E S S E T H:
WHEREAS, the Company has been organized and operates as an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, each Fund engages in the business of investing and reinvesting
its assets in securities; and
WHEREAS, the Investment Manager is registered under the Investment
Advisers Act of 1940 as an investment adviser and engages in the business of
providing investment management services; and
WHEREAS, the Company, severally on behalf of each Fund, 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 Company hereby employs the Investment Manager to manage the
investment and reinvestment of each Fund's assets and to administer the
Company's affairs, subject to the direction of the Company's Board of Trustees
and officers 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
Company in any way, or in any way be deemed an agent of the Company. The
Investment Manager shall regularly make decisions as to what securities and
other instruments to purchase and sell on behalf of each Fund and shall effect
the purchase and sale of such investments in furtherance of each Fund's
objectives and policies and shall furnish the Board of Trustees of the Company
with such information and reports regarding each Fund's investments as the
Investment Manager deems appropriate or as the Trustees of the Company may
reasonably request.
2. The Company 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 shares, including issuance, redemption and repurchase of shares;
preparation of share certificates; reports and notices to shareholders; calling
and holding of shareholders' and Trustees' meetings; miscellaneous office
expenses; brokerage commissions; custodian fees; legal and accounting fees;
taxes; and federal and state registration fees. Directors, trustees, officers
and employees of the Investment Manager may be directors, trustees, officers and
employees of any of the investment companies within the Delaware Investments
family (including the Company). Directors, trustees, officers and employees of
the Investment Manager who are directors, trustees, officers and/or employees of
these investment companies shall not receive any compensation from such
companies for acting in such dual capacity.
<PAGE>
In the conduct of the respective businesses of the parties hereto and
in the performance of this Agreement, the Company 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
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
Company, to the Investment Manager, to any sub-adviser (as defined in Paragraph
5 hereof, a "Sub-Adviser") or to any other fund for which the Investment Manager
or any Sub-Adviser provides investment advisory services and/or with
broker/dealers who sell shares of the Company or who sell shares of any other
investment company (or series thereof) for which the Investment Manager or any
Sub-Adviser provides investment advisory services. Broker/dealers who sell
shares of any investment companies or series thereof for which the Investment
Manager or Sub-Adviser provide investment advisory services 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 NASD Regulation, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above
and subject to such policies and procedures as may be adopted by the Board of
Trustees and officers of the Company, the Investment Manager may cause a Fund 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 Investment Manager has 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 Company on behalf of the
Funds and to other investment companies (or series thereof) and other advisory
accounts for which the Investment Manager or any Sub-Adviser exercises
investment discretion.
4. As compensation for the services to be rendered to a particular Fund
by the Investment Manager under the provisions of this Agreement, that Fund
shall pay monthly to the Investment Manager exclusively from that Fund's assets,
a fee based on the average daily net assets of that Fund during the month. Such
fee shall be calculated in accordance with the fee schedule applicable to that
Fund as set forth in Exhibit A hereto, which Exhibit may be amended from time to
time as provided in Paragraphs 10(b) and (c) of this Agreement.
If this Agreement is terminated prior to the end of any calendar month
with respect to a particular Fund, the management fee for such Fund shall be
prorated for the portion of any month in which this Agreement is in effect with
respect to such Fund 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 calendar 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 a Fund for
which it is responsible under this Agreement. The Investment Manager will
compensate any Sub-Adviser for its services to the Fund. 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 Fund's shareholders is obtained. The Investment
Manager will continue to have responsibility for all advisory services furnished
by any Sub-Adviser.
-2-
<PAGE>
6. The services to be rendered by the Investment Manager to the Company
on behalf of each 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, trustees, 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 Company 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 investment adviser
to any of the Company's Funds, other investment companies 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 Company on behalf of any Fund, the Investment Manager shall not
be subject to liability to the Company or to any Fund or to any shareholder of
the Company 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. (a) This Agreement shall be executed and become effective as of the
date written below, and shall become effective with respect to a particular Fund
as of the effective date set forth in Exhibit A for that Fund, only if approved
by the vote of a majority of the outstanding voting securities of that Fund. It
shall continue in effect for an initial period of two years for each Fund and
may be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Trustees or by the vote
of a majority of the outstanding voting securities of that Fund and only if the
terms and the renewal hereof have been approved by the vote of a majority of the
Trustees of the Company who are not parties hereto or interested persons of any
such party ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval.
(b) Except as provided in Paragraph 10(c) below, no amendment to
this Agreement (or to Exhibit A hereto) shall be effective with respect to any
Fund unless approved by: (i) a majority of the Trustees of the Company,
including a majority of Independent Trustees; and (ii) a majority of the
outstanding voting securities of the particular Fund. Any such amendment that
pertains to a Fund will not change, or otherwise affect the applicability of,
this Agreement with respect to other Funds.
(c) The Agreement (and Exhibit A hereto) may be amended with
respect to a Fund without the approval of a majority of the outstanding voting
securities of that Fund if the amendment relates solely to a management fee
reduction or other change that is permitted or not prohibited under federal law,
rule, regulation or SEC staff interpretation thereof to be made without
shareholder approval. This Agreement may be amended from time to time to add or
remove one or more Funds, or to reflect changes in management fees, by an
amendment to Exhibit A hereto executed by the Company and the Investment
Manager. Any such amendment that pertains to a Fund will not change, or
otherwise affect the applicability of, this Agreement with respect to other
Funds.
-3-
<PAGE>
(d) This Agreement may be terminated as to any Fund by the Company
at any time, without the payment of a penalty, on sixty days' written notice to
the Investment Manager of the Company's intention to do so, pursuant to action
by the Board of Trustees of the Company or pursuant to the vote of a majority of
the outstanding voting securities of the affected Fund. 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 Company on behalf of a 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 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers and duly attested as of
the 1st day of January, 1999.
DELAWARE MANAGEMENT COMPANY, VOYAGEUR INVESTMENT TRUST
a series of Delaware Management on behalf of the Funds listed on
Business Trust Appendix A
By:_____________________________ By:________________________________
Name:___________________________ Name:______________________________
Title:__________________________ Title:_____________________________
Attest:_________________________ Attest:____________________________
Name:___________________________ Name:______________________________
Title:__________________________ Title:_____________________________
-4-
<PAGE>
EXHIBIT A
THIS EXHIBIT to the Investment Management Agreement between VOYAGEUR
INVESTMENT TRUST and DELAWARE MANAGEMENT COMPANY, , a series of Delaware
Management Business Trust, entered into as of the 1st day of January, 1999, (the
"Agreement") lists the Funds for which the Investment Manager provides
investment management services pursuant to this Agreement, along with the
management fee rate schedule for each Fund and the date on which the Agreement
became effective for each Fund.
<TABLE>
<CAPTION>
Management Fee Schedule
(as a percentage of
average daily net assets)
Fund Name Effective Date Annual Rate
- --------- -------------- -----------
<S> <C> <C>
Delaware-Voyageur Tax-Free January 1, 1999 0.50% on first $500 million
California Insured Fund 0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
Delaware-Voyageur Tax-Free January 1, 1999 0.55% on first $500 million
Florida Fund 0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
Delaware-Voyageur Tax-Free January 1, 1999 0.50% on first $500 million
Florida Insured Fund 0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
Delaware-Voyageur Tax-Free January 1, 1999 0.55% on first $500 million
Kansas Fund 0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
Delaware-Voyageur Tax-Free January 1, 1999 0.50% on first $500 million
Missouri Insured Fund 0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
Delaware-Voyageur Tax-Free January 1, 1999 0.55% on first $500 million
New Mexico Fund 0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Management Fee Schedule
(as a percentage of
average daily net assets)
Fund Name Effective Date Annual Rate
- --------- -------------- -----------
<S> <C> <C>
Delaware-Voyageur Tax-Free January 1, 1999 0.50% on first $500 million
Oregon Insured Fund 0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
Delaware-Voyageur Tax-Free January 1, 1999 0.55% on first $500 million
Utah Fund 0.50% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
Delaware-Voyageur Tax-Free January 1, 1999 0.50% on first $500 million
Washington Insured Fund 0.475% on next $500 million
0.45% on next $1,500 million
0.425% on assets in excess of
$2,500 million
</TABLE>
-6-
<PAGE>
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
<PAGE>
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.
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.
<PAGE>
(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
<PAGE>
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 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"):
<PAGE>
(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
<PAGE>
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.
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
<PAGE>
"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>
POWER OF ATTORNEY
Each of the undersigned, a member of the Boards of Directors/Trustees
of the Delaware Investments Funds listed on Exhibit A to this Power of Attorney,
hereby constitutes and appoints on behalf of each of the Funds listed on Exhibit
A, David K. Downes, Wayne A. Stork and Walter P. Babich and any one of them
acting singly, his or her true and lawful attorneys-in-fact, in his or her name,
place, and stead, to execute and cause to be filed with the Securities and
Exchange Commission and other federal or state government agency or body, such
registration statements, and any and all amendments thereto as any of such
designees may deem to be appropriate under the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and all other
applicable federal and state securities laws.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 16th day of July, 1999.
/s/Walter P. Babich /s/Thomas F. Madison
- --------------------------------- -----------------------------------
Walter P. Babich Thomas F. Madison
/s/David K. Downes /s/Charles E. Peck
- --------------------------------- -----------------------------------
David K. Downes Charles E. Peck
/s/Anthony D. Knerr /s/Wayne A. Stork
- --------------------------------- -----------------------------------
Anthony D. Knerr Wayne A. Stork
/s/Ann R. Leven /s/Jan L. Yeomans
- --------------------------------- -----------------------------------
Ann R. Leven Jan L. Yeomans
<PAGE>
POWER OF ATTORNEY
EXHIBIT A
DELAWARE INVESTMENTS FUNDS
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP TAX-FREE FUND
DELAWARE GROUP TAX-FREE MONEY FUND
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP ADVISER FUNDS
DELAWARE POOLED TRUST
DELAWARE GROUP PREMIUM FUND
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP FOUNDATION FUNDS
VOYAGEUR FUNDS
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR INVESTMENT TRUST
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
