SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.______ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.
240.14a-11(c) or ss. 240.14a-12
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.
(Name of Registrant as Specified in its Charter)
[Insert Name]
Name of Person(s) Filing Proxy Statement if other than the Registrant
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4 and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction :
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Q&A ABOUT THE VOYAGEUR FUND MANAGERS ACQUISITION
ON JANUARY 15, LINCOLN NATIONAL CORPORATION ANNOUNCED IT WOULD ACQUIRE VOYAGEUR
FUND MANAGERS. IN RESPONSE TO THIS ACQUISITION, WE CREATED THIS QUESTION AND
ANSWER SECTION TO ADDRESS ANY CONCERNS YOU MAY HAVE. IF YOU REQUIRE ADDITIONAL
INFORMATION ABOUT THE PROXY OR TRANSACTION, PLEASE CONTACT SHAREHOLDER
COMMUNICATIONS AT 800.733.8481 EXTENSION 438. A REPRESENTATIVE WILL BE AVAILABLE
TO ANSWER YOUR QUESTIONS FROM MONDAY THROUGH FRIDAY FROM 9 A.M. TO 11 P.M.
(EASTERN STANDARD TIME).
Q. How will the acquisition of Voyageur Fund Managers impact my investments?
A. We believe this acquisition will be very positive for our fund shareholders.
Delaware Management Company -- an indirect subsidiary of Lincoln National
Corporation -- currently offers a broad variety of retail open-end mutual funds
and two closed-end funds with assets under management of approximately $10.3
billion. By combining the assets of these two fund families, it is anticipated
that certain efficiencies may be gained through the coordination of
administrative, marketing and trading functions. Also, it is believed that
shareholders may benefit from an expanded depth of resources that can be devoted
to investment management.
Q. Will the investment advisory fees stay the same?
A. Yes, under the terms of the proposed investment advisory agreements, the
investment management fees paid by your Fund will remain the same.
Q. Will the management of my Voyageur Fund investments change dramatically?
A. No. For all closed-end Voyageur Funds except Florida, the portfolio managers
will remain the same. A number of Voyageur employees have entered into
employment agreements with Lincoln National Corporation. This includes two of
Voyageur's senior portfolio managers, Elizabeth H. Howell and Andrew M.
McCullagh, who will continue to manage most Voyageur tax free funds from their
offices in Minneapolis and Denver. For the Florida Fund, experienced Delaware
personnel will provide investment advice in a manner that is generally
consistent with prior management. Also, Mr. McCullagh will assist with the
management of the Florida Fund.
Q. Why is a shareholder vote necessary?
A. The Investment Company Act of 1940, as amended, generally requires that
shareholders approve a new investment advisory agreement whenever there is a
change in control of the investment adviser. The proposed acquisition of the
holding company of Voyageur Fund Managers by Lincoln National Corporation will
result in a change in control of Voyageur Fund Managers and, therefore, requires
a shareholder vote on a new investment advisory agreement for each Fund (other
than those being asked to liquidate or reorganize).
Q. Is the Fund board changing?
A. The current Voyageur Fund board of directors has nominated a slate of
directors which includes one current Voyageur Fund board member, Thomas F.
Madison, the six members of the current board of the Delaware Group of Funds and
one additional individual from Lincoln National Corporation. The Delaware Fund,
board currently contains five independent directors.
Q. Who will pay for the cost associated with the acquisition, the shareholder
meeting and this proxy solicitation?
A. Lincoln National Corporation -- not the Funds -- will bear the costs
associated with consideration of the proposals being presented to shareholders,
including the costs of the joint meetings of shareholders and the proxy
solicitation.
Q. How do the Fund Board members suggest I vote?
A. After careful consideration, the board members of the Voyageur Funds
unanimously recommend that you vote "FOR" all the items on the enclosed proxy
card.
Q. Who should I contact about this proxy vote?
A. Shareholder Communications Corporation at 800.733.8481 extension 438. They
are a professional proxy solicitation firm retained by Voyageur Fund Managers
and Delaware Management Holdings to assist in answering shareholders questions
about the proxy vote and soliciting shareholder votes.
Q. Who will answer questions about my Voyageur Fund investments?
A. During this transition period, it will be business as usual; shareholders
should call Voyageur Client Services at 800.545.3863 to obtain information about
their Voyageur Fund investments.
Q. Are all of the Voyageur Funds covered by the enclosed proxy statement?
A. No. All of the Voyageur Funds are affected by the proposed acquisition.
However, because different Funds are affected differently, there are three
separate proxy statements. As a result, depending on which Voyageur Fund you
own, you may receive more than one proxy statement.
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.
90 South Seventh Street
Minneapolis, Minnesota 55402
NOTICE OF ANNUAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 11, 1997
The annual joint meeting of shareholders of 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. and
Voyageur Minnesota Municipal Income Fund III, Inc. (individually a "Fund" and
collectively the "Funds") will be held at 9:00 a.m. on Friday, April 11, 1997 at
90 South Seventh Street, Suite 4400, Minneapolis, Minnesota 55402. The purposes
of the meeting are as follows:
1. For shareholders of each Fund to elect a Board of Directors or
Trustees.
2. For shareholders of each Fund to approve a new Investment
Advisory Agreement.
3. For shareholders of each Fund to ratify the Board of
Directors' or Trustees' selection of Ernst & Young LLP as the
independent public accountants of such Fund for the fiscal
year ending March 31, 1998.
4. To transact such other business as may properly come before
the meeting.
EACH FUND'S BOARD OF DIRECTORS OR TRUSTEES UNANIMOUSLY RECOMMENDS
APPROVAL OF EACH ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS.
Shareholders of record on February 10, 1997 are the only persons
entitled to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. We hope you
can attend. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING,
PLEASE FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY OR PROXIES AS PROMPTLY AS
POSSIBLE IN ORDER TO SAVE FURTHER SOLICITATION EXPENSE. WE RESPECTFULLY ASK FOR
YOUR COOPERATION IN RETURNING YOUR PROXY PROMPTLY. A stamped return envelope is
included for your convenience. If you are present at the meeting, you may then
revoke your proxy and vote in person, as explained in the Proxy Statement in the
section entitled "ANNUAL JOINT MEETING OF SHAREHOLDERS--APRIL 11, 1997."
Dated: February 26, 1997 Thomas J. Abood
Secretary
PROXY STATEMENT
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.
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
ANNUAL JOINT MEETING OF SHAREHOLDERS--APRIL 11, 1997
The enclosed proxy is solicited by the Board of Directors or Trustees
(hereafter referred to as "Board of Directors") of Voyageur Arizona Municipal
Income Fund, Inc. ("Arizona Fund"), Voyageur Colorado Insured Municipal Income
Fund, Inc. ("Colorado Fund"), Voyageur Florida Insured Municipal Income Fund
("Florida Fund"), Voyageur Minnesota Municipal Income Fund, Inc. ("Minnesota
Fund"), Voyageur Minnesota Municipal Income Fund II, Inc. ("Minnesota Fund II")
and Voyageur Minnesota Municipal Income Fund III, Inc. ("Minnesota Fund III")
(individually a "Fund" and collectively the "Funds") in connection with the
annual joint meeting of shareholders of each Fund to be held on April 11, 1997,
and any adjournments thereof (the "Meeting"). The costs of solicitation,
including the cost of preparing and mailing the Notice of Meeting of
Shareholders and this Proxy Statement, will be borne by Lincoln National
Corporation ("LNC") and will not be an expense of the Funds, and the mailing
will take place on approximately February 26, 1997. Representatives of Voyageur
Fund Managers, Inc. ("VFM"), the current investment adviser of each Fund, may,
without cost to the Funds, solicit proxies on behalf of management of the Funds
by means of mail, telephone or personal calls. The address of VFM is that of the
Funds as listed above. VFM has engaged Shareholder Communications Corporation
("SCC") to assist in the solicitation. Representatives of SCC may telephone
shareholders who have not voted, encouraging them to vote. The estimated cost of
engaging SCC, all of which will be paid by LNC and not by your Fund, is $
50,000.
A proxy may be revoked before the Meeting by giving written notice of
revocation to the Secretary of the applicable Fund, or at the Meeting prior to
voting. Unless revoked, properly executed proxies in which choices are not
specified by the shareholders will be voted "for" each item for which no choice
is specified, in accordance with the recommendation of the applicable Fund's
Board of Directors. In instances where choices are specified by the shareholders
in the proxy, those proxies will be voted or the vote will be withheld in
accordance with the shareholder's choice. With regard to the election of
directors or trustees (hereafter referred to as "directors"), votes may be cast
in favor or withheld. Abstentions may be specified on all proposals other than
the election of directors. Abstentions and votes withheld with respect to the
election of directors will be counted as present for purposes of determining
whether a quorum of shares is present at the Meeting with respect to the item on
which the abstention is noted, and will have the same effect as a vote "against"
such item. Under the Rules of the New York Stock Exchange, if a proposal is
considered "non-discretionary," then brokers who hold Fund shares in street name
for customers are not authorized to vote on such proposal on behalf of their
customers who have not furnished the broker specific voting instructions. If a
broker returns a "non-vote" proxy, indicating a lack of authority to vote on a
proposal, then the shares covered by such non-vote shall not be counted as
present for purposes of calculating the vote with respect to such proposal. So
far as the Board of Directors is aware, no matter other than those described in
this Proxy Statement will be acted upon at the Meeting. Should any other matters
properly come before the Meeting calling for a vote of shareholders, it is the
intention of the persons named as proxies in the enclosed proxy to act upon such
matters according to their best judgment.
Only shareholders of record of each Fund on February 10, 1997, may vote
at the Meeting or any adjournment thereof. As of that date, there were issued
and outstanding common and preferred shares of each Fund (common and preferred
shares of beneficial interest with respect to Florida Fund) as follows:
COMMON SHARES PREFERRED SHARES
------------- ----------------
Arizona Fund 2,982,200 500
Colorado Fund 4,837,100 800
Florida Fund 2,422,200 400
Minnesota Fund 2,594,700 400
Minnesota Fund II 7,252,200 1,200
Minnesota Fund III 1,837,200 300
Each shareholder of a Fund is entitled to one vote for each share held. None of
the matters to be presented at the Meeting will entitle any shareholder to
cumulative voting or appraisal rights. No person, to the knowledge of Fund
management, beneficially owned more than 5% of the voting shares of any class of
any of the Funds as of January 31, 1997, except as follows: Arizona Fund --
Apollo Group Inc., 4615 E Elwood Street, Phoenix, AZ 85040, 189 shares (38.80%)
and University of Phoenix, 4615 E Elwood Street, Phoenix, AZ 85040, 60 shares
(12.00%); Florida Fund -- Lee R. Raymond and Charlene Raymond, 4642 Meadowood,
Dallas, TX 75220, 53 shares (13.25%); Minnesota Fund -- Shopko Stores Inc., 700
Pilgrim Way, Green Bay, WI 54307, 60 shares (15.00%), Gem Industries Inc., P.O.
Box 610, Toccoa, GA 30577, 46 shares (11.50%), The Buckle Inc., 2407 West 24th
St, Kearney, NE 68847, 44 shares (11.00%), Scott William Chaney and Kathleen
Marie Chaney, 5912 Royal Palm Drive, Plano TX 75093, 40 shares (10.00%) and
Ronald E. Ezerski, 2715 Pence Lane, Orono, MN 55331, 24 shares (6.00%);
Minnesota Fund II -- Cal-Main Foods, Inc., P.O. Box 2960, West Jackson Station,
Jackson, MS 39207, 130 shares (10.83%), Ronald E. Ezerski, 2715 Pence Lane,
Orono, MN 55331, 82 shares (6.83%), Physicians Resource Group, Three Lincoln
Center, 5430 LBJ Freeway #1540, Dallas, TX 75240, 80 shares (6.67%) and Shopko
Stores Inc., 700 Pilgrim Way, Green Bay, WI 54307, 80 shares (6.67%); Minnesota
Fund III -- Stephen M. Grand, 4850 Coolidge Rd, Royal Oak, MI 48073, 140 shares
(46.67%) and Ronald E. Ezerski, 2715 Pence Lane, Orono, MN 55331, 20 shares
(6.67%).
In the event that sufficient votes are not received for the adoption of
any proposal, an adjournment or adjournments of the Meeting may be sought. Any
adjournment would require a vote in favor of the adjournment by the holders of a
majority of the shares present at the meeting (or any adjournment thereof) in
person or by proxy. In such circumstances, the persons named as proxies will
vote in favor of any proposed adjournment.
COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE
AVAILABLE TO SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A COPY,
PLEASE CONTACT THE FUNDS AT 90 SOUTH SEVENTH STREET, MINNEAPOLIS, MINNESOTA
55402 OR CALL (800) 553-2143, AND ONE WILL BE SENT, WITHOUT CHARGE, BY
FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
BACKGROUND
INTRODUCTION
The Meeting has been called as a result of the proposed Merger, as
defined and discussed in greater detail below under "The Proposed Merger." The
proposed Merger involves the parent company of VFM and a newly formed subsidiary
of LNC. The Merger, which is expected to occur on or about April 30, 1997, will
result in LNC having ultimate ownership and control of VFM, the Funds'
investment adviser. This change in control will result in the automatic
termination of the investment advisory agreements between the Funds and VFM.
Thus shareholders of each Fund are being asked to approve new investment
advisory agreements. In addition, shareholders are being asked to elect eight
members to each Fund's Board of Directors, including one director from the
current Boards who has been nominated for reelection. The remaining members of
the current Boards are expected to resign immediately prior to closing of the
Merger. Shareholders of each Fund are also being asked to ratify the selection
of Ernst & Young LLP as the independent public accountants of such Fund for the
fiscal year ending March 31, 1998. All of the proposals on which shareholders
are being asked to vote are contingent upon consummation of the Merger. If the
Merger is not consummated, the current Boards of Directors will remain in
office, the current investment advisory agreements will remain in effect and
KPMG Peat Marwick LLP will remain the Funds' independent public accountants.
THE PROPOSED MERGER
VFM currently serves as the investment adviser to each Fund. VFM is an
indirect wholly owned subsidiary of Dougherty Financial Group, Inc. ("DFG"),
which is owned 49.83% by Michael E. Dougherty and 49.83% equally by James O.
Pohlad, Robert C. Pohlad and William M. Pohlad (the "Pohlads").
On January 15, 1997, DFG, Mr. Dougherty and the Pohlads entered into an
Agreement and Plan of Merger with LNC (the "Merger Agreement"). The Merger
Agreement provides that a wholly owned subsidiary of LNC will be merged with and
into DFG, causing DFG to become a wholly owned subsidiary of LNC. This
transaction is referred to herein as the "Merger." Prior to the closing date of
the Merger (the "Closing Date") a reorganization will be completed (the
"Reorganization") whereby certain assets of DFG and its subsidiaries, including
all of the assets of VFM used solely or primarily in the private accounts
investment advisory business of VFM, will be sold by DFG to certain newly
organized limited liability companies. Thus, these assets will not be acquired
by LNC in connection with the Merger.
LNC, with headquarters in Fort Wayne, Indiana, is a diversified
organization with operations in many aspects of the financial services industry,
including insurance and investment management. Delaware Management Company, Inc.
("DMC"), an indirect wholly owned subsidiary of LNC, and its affiliate, Delaware
International Advisers Ltd., serve as the investment advisers to the investment
companies in the Delaware Group of Investment Companies (the "Delaware Group"),
which currently includes 16 open-end funds and two closed-end funds (comprising
48 separate investment portfolios). DMC through its Delaware Investment Advisers
division, Delaware International Advisers Ltd. and certain other subsidiaries of
Delaware Management Holdings, Inc. ("DMH") also provides investment advice with
respect to separately managed accounts of institutional and other clients. DMH,
through its subsidiaries, is responsible for the management of approximately $32
billion.
Under the Merger Agreement, holders of DFG common stock will receive
LNC common stock with a value of approximately $69 million. This amount is
subject to certain adjustments, including a downward adjustment in the event
that the aggregate net assets of the Funds and certain other investment
companies managed by VFM (collectively, the "Voyageur Funds") as of the Closing
Date is less than 90% but equal to or greater than 80% of the aggregate net
assets of the Voyageur Funds as of January 14, 1997. In connection with the
Reorganization, all issued and outstanding shares of DFG common stock other than
those owned by Mr. Dougherty and the Pohlads will be redeemed and all
outstanding options (other than those held by certain optionholders receiving
compensation under the Merger Agreement) will be canceled. As a result,
immediately prior to consummation of the Merger, the issued and outstanding
shares of DFG will be owned 50% by Michael E. Dougherty, 16 2/3% by James O.
Pohlad, 16 2/3% by Robert C. Pohlad and 16 2/3% by William M. Pohlad.
The closing of the Merger (the "Closing") is subject to a number of
conditions, including a condition that those Voyageur Funds which collectively
represent at least 90% of the aggregate net assets of the Voyageur Funds as of
the Closing Date will, by shareholder vote, have approved new investment
advisory agreements and, with respect to the open-end Voyageur Funds, the Boards
of Directors of such Funds shall have approved new distribution agreements. In
addition, the aggregate net assets of the Voyageur Funds as of the Closing Date
shall not be less than 80% of the aggregate net assets of the Voyageur Funds as
of January 14, 1997, and the net assets of certain specified open-end Voyageur
Funds (namely, Minnesota Insured Fund, Minnesota Tax Free Fund, Florida Insured
Tax Free Fund, Colorado Tax Free Fund and Arizona Insured Tax Free Fund) as of
the Closing Date shall not be less than 80% of their net assets as of January
14, 1997.
CONSUMMATION OF THE MERGER
If the Merger is consummated, LNC will own indirectly all of the
outstanding voting securities of VFM. Such new ownership will constitute a
change in control of VFM and will cause the current investment advisory
agreement of each Fund to terminate automatically in accordance with its terms,
as required by the Investment Company Act of 1940, as amended (the "1940 Act").
Such termination will necessitate adoption by each Fund of a new agreement for
the provision of investment advisory services. Shareholder approval of a new
investment advisory agreement for each Fund is required under the 1940 Act and
is proposed and described below under "Proposal Two -- Proposal to Approve New
Investment Advisory Agreements."
Following the Merger, it is possible that the businesses of VFM and DMC
will be combined to consolidate all investment management activities of the
Delaware Group and the Voyageur Funds into one company. In the event that such
combination takes place, no change in ultimate control or management of VFM
would occur.
Each Fund also has entered into an administrative services agreement
with Mitchell Hutchins Asset Management Inc. (Middlesex Administrators LP in the
case of Colorado Fund). These administrative services agreements will continue
in effect with the same terms and conditions if the Merger is consummated.
To provide continuity of management of the Funds, LNC has offered
employment contracts to Andrew M. McCullagh and Elizabeth H. Howell, which have
been accepted. Either Mr. McCullagh or Ms. Howell currently acts as the
portfolio manager for each of the Funds that is being asked to approve a new
investment advisory agreement other than Florida Fund. The portfolio manager of
Florida Fund will change as a result of the Merger. See "Proposal Two--Proposal
to Approve New Investment Advisory Agreements--Introduction." LNC has also
offered employment to and received acceptances from others involved in the
investment process with Mr. McCullagh and Ms. Howell, including assistant
portfolio managers and research analysts.
PROPOSAL ONE
ELECTION OF DIRECTORS
Under the terms of each Fund's Articles of Incorporation (Agreement and
Declaration of Trust with respect to Florida Fund), under normal circumstances,
holders of preferred shares of each Fund are entitled to elect two of the Fund's
directors, and the remaining directors are to be elected by the holders of the
preferred shares and the common shares, voting together as a single class. Table
I below shows the nominees for director to be elected by the holders of
preferred shares of each Fund and Table II below shows the nominees for director
to be elected by holders of preferred shares and common shares of each Fund,
voting together as a single class. Current members of each Fund's Board of
Directors are Clarence G. Frame, B. Kristine Johnson, Thomas F. Madison, Richard
F. McNamara, James W. Nelson and Robert J. Odegard. (Mr. Frame and Mr. Nelson
were elected by the shareholders of the preferred shares of each Fund.) Upon
closing of the Merger, all of such individuals other than Mr. Madison will
resign, and the nominees set forth below will take office. Such individuals have
been nominated for election by the current directors of the Funds who are not
"interested persons" of the Funds as defined in the 1940 Act ("disinterested
directors"). The election of such nominees is contingent upon consummation of
the Merger.
It is intended that the enclosed proxy will be voted for the shares
represented thereby for the election of the persons named below as directors of
each Fund unless such authority has been withheld in the proxy. The term of
office of each person elected will be until the next annual meeting of
shareholders or until his or her successor is duly elected and shall qualify.
Mr. Madison has been a director of each Fund since May 1, 1994. Messrs. Babich,
Knerr, Longstreth, Peck and Stork and Ms. Leven are currently directors of each
investment company in the Delaware Group. Pertinent information regarding each
nominee for at least the past five years is set forth following his or her name
below.
TABLE I
NOMINEES FOR DIRECTOR TO BE ELECTED
BY HOLDERS OF PREFERRED SHARES
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME AND AGE DURING PAST 5 YEARS
- ------------ --------------------------------------------
W. Thacher Longstreth (age 76) Director and/or Trustee of the 18 investment
companies in the Delaware Group; Philadelphia
City Councilman, 1984 to present; Consultant,
Packard Press, 1988 to present; President, MLW
Associates (business consulting), 1983 to
present; Director, Healthcare Services Group,
1983 to present; Director Emeritus, Tasty Baking
Company, 1991 to present; Director, MicroLeague
Micromedia, Inc. (computer game publisher), 1996
to present; Director, Tasty Baking Company, 1968
to 1991; Vice Chairman, The Winchell Company
(financial printing), 1983 to 1988.
Thomas F. Madison (age 60) Director and/or Trustee of the 16 Voyageur
investment companies since 1994; President and
CEO of MLM Partners, Inc. since 1993; Chairman
of the Board, Communications Holdings, Inc.,
since 1996; previously, Vice Chairman--Office of
the CEO, The Minnesota Mutual Life Insurance
Company from February to September 1994;
President of U.S. WEST Communications-- Markets
from 1988 to 1993. Mr. Madison currently serves
on the board of directors of Valmont Industries,
Inc. (irrigation systems and steel
manufacturing), Eltrax Systems, Inc. (data
communications integration), Minnegasco, Span
Link Communications (software) and ACI
Telecentrics (outbound telemarketing and
telecommunications).
TABLE II
NOMINEES FOR DIRECTOR TO BE ELECTED
BY ALL SHAREHOLDERS
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME AND AGE DURING PAST 5 YEARS
- ------------ ---------------------------------------------
Walter P. Babich (age 69) Director and/or Trustee of the 18 investment
companies in the Delaware Group; Board Chairman,
Citadel Constructors, Inc., 1988 to present;
Partner, I&L Investors, 1988 to 1991; Partner,
Irwin & Leighton (building construction), 1986
to 1988.
Anthony D. Knerr (age 58) Director and/or Trustee of the 18 investment
companies in the Delaware Group; founder and
Managing Director, Anthony Knerr & Associates
(consulting company to non-profit institutions
and organizations), 1991 to present; founder and
Chairman of The Publishing Group, Inc., 1988 to
1990; Executive Vice President/ Finance and
Treasurer, Columbia University, 1982 to 1988;
lecturer in English, Columbia University, 1987
to 1989.
Ann R. Leven (age 56) Director and/or Trustee of the 18 investment
companies in the Delaware Group; Director of
four investment companies sponsored by Aquila
Management Corporation, 1985 to present;
Treasurer, National Gallery of Art, 1994 to
present; Deputy Treasurer, National Gallery of
Art, 1990 to 1994; Treasurer and Chief Fiscal
Officer, Smithsonian Institution, 1984 to 1990;
Adjunct Professor, Columbia Business School,
1975 to 1992.
*Jeffrey J. Nick (age 43) President, Chief Executive Officer and Director
of Lincoln National Investment Companies, Inc.;
Managing Director, Lincoln National UK plc, 1992
to present; responsible for corporate planning
and development, Lincoln National Corporation,
1989 to 1992; previously, Arthur D. Little, Inc.
(management consultancy); Chase Investment Bank
(merchant banking).
Charles E. Peck (age 71) Director and/or Trustee of the 18 investment
companies in the Delaware Group;
Secretary/Treasurer, Enterprise Homes, Inc.,
1992 to present; Chairman and Chief Executive
Officer, The Ryland Group, Inc. (home building),
1981 to 1990.
*Wayne A. Stork (age 59) Chairman, President, Chief Executive Officer,
Director and/or Trustee of 17 investment
companies in the Delaware Group (which excludes
Delaware Pooled Trust, Inc.), Delaware
Management Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders
Holdings, Inc.; Chairman and Director of
Delaware Pooled Trust, Inc., Delaware
Distributors, Inc. and Delaware Capital
Management, Inc.; Chairman, President, Chief
Executive Officer, Chief Investment Officer and
Director of Delaware Management Company, Inc.;
Chairman, Chief Executive Officer and Director
of Delaware International Advisers Ltd.;
Director of Delaware Service Company, Inc. and
Delaware Investment & Retirement Services, Inc.;
during the past five years, Mr. Stork has served
in various executive capacities at different
times within the Delaware organization.
- ---------------------
* Denotes directors who will be considered to be "interested persons" (as
defined by the 1940 Act) of the Funds upon closing of the Merger.
As of January 31, 1997, the current officers and directors of each Fund
as a group beneficially owned less than 1% of each class of outstanding shares
of such Fund.
The Board of Directors of each Fund has established an Audit Committee
which consists of each of the current directors. If the nominees named above are
elected and the Merger is consummated, it is expected that the Audit Committee
will be reconstituted at the first meeting of the Boards of Directors following
the Closing. The Audit Committee met two times during the most recently ended
fiscal year for each Fund. The Funds do not have nominating or compensation
committees.
The functions to be performed by the Audit Committee are to recommend
annually to the Board a firm of independent certified public accountants to
audit the books and records of each Fund for the ensuing year; to monitor that
firm's performance; to review with the firm the scope and results of each audit
and determine the need, if any, to extend audit procedures; to confer with the
firm and representatives of each Fund on matters concerning the Fund's financial
statements and reports including the appropriateness of its accounting practices
and of its financial controls and procedures; to evaluate the independence of
the firm; to review procedures to safeguard portfolio securities; to review the
purchase by each Fund from the firm of non-audit services; to review all fees
paid to the firm; and to facilitate communications between the firm and each
Fund's officers and directors.
For the most recently ended fiscal year of each Fund, there were five
meetings of the Board of Directors. The only nominee for director at this
Meeting, Mr. Madison, attended at least 75% of the meetings of the Board of
Directors and of committees of which he was a member that were held while he was
serving on the Board of Directors or on such committee.
No compensation is paid by any Fund to its officers or directors,
except that each director who is not an employee of VFM or any of its affiliates
currently receives an annual fee of $26,000 for serving as a director of all of
the open-end and closed-end investment companies for which VFM acts as
investment adviser, plus a $500 fee for each special in-person meeting attended
by such director. Set forth below is the compensation received by each current
director from each Fund for its most recently ended fiscal year and the total
compensation received by each such director from all open-end and closed-end
investment companies managed by VFM during the calendar year ended December 31,
1996.
<TABLE>
<CAPTION>
DIRECTOR
COMPENSATION --------------------------------------------------------------------------------------
FROM EACH FUND MR. FRAME MS. JOHNSON MR. MCNAMARA MR. MADISON MR. NELSON MR. ODEGARD
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Arizona Fund $ 606 $ 2,543 $ 606 $ 458 $ 620 $ 606
Colorado Fund $ 976 $ 4,089 $ 976 $ 737 $ 997 $ 976
Florida Fund $ 489 $ 2,054 $ 489 $ 370 $ 500 $ 489
Minnesota Fund $ 531 $ 2,224 $ 531 $ 401 $ 543 $ 531
Minnesota Fund II $ 1,457 $ 6,109 $ 1,457 $ 1,101 $ 1,490 $ 1,457
Minnesota Fund III $ 353 $ 1,480 $ 353 $ 266 $ 360 $ 353
TOTAL COMPENSATION
FROM FUND COMPLEX * $ 25,500 $ 25,500 $ 25,500 $ 25,500 $ 25,500 $ 25,500
</TABLE>
* Director compensation paid during the first quarter of 1996 was based on an
annual fee of $24,000, which was subsequently increased to $26,000.
VOTE REQUIRED
EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF SUCH
FUND VOTE IN FAVOR OF THE FOREGOING NOMINEES TO SERVE AS NEW DIRECTORS OF SUCH
FUND. The vote of a majority of the preferred shares of each Fund represented at
the meeting and entitled to vote, provided at least a quorum is represented in
person or by proxy, is sufficient for the election of the above nominees listed
under Table I to the Board of Directors of each Fund. The vote of a majority of
the preferred shares and common shares of each Fund represented at the meeting,
provided at least a quorum is represented in person or by proxy, is sufficient
for the election of the above nominees listed under Table II to the Board of
Directors of each Fund. Unless otherwise instructed, the proxies will vote, on
behalf of the holders of the preferred shares, for the two nominees listed under
Table I, and on behalf of the holders of the preferred shares and common shares
voting together as single class, for the six nominees listed under Table II. In
the event any of the above nominees are not candidates for election at the
meeting, the proxies will vote for such other persons as the Board of Directors
may designate. Nothing currently indicates that such a situation will arise.
PROPOSAL TWO
PROPOSAL TO APPROVE
NEW INVESTMENT ADVISORY AGREEMENTS
INTRODUCTION
As discussed above, the Merger will cause the current investment
advisory agreement of each Fund (individually a "Current Agreement" and
collectively the "Current Agreements") to terminate automatically in accordance
with its terms, as required by the 1940 Act. Such terminations will necessitate
adoption by each Fund of a new investment advisory agreement for the provision
of such services (individually a "New Agreement" and collectively the "New
Agreements"). Under the 1940 Act, each Fund's New Agreement must be approved by
the Fund's shareholders.
Shareholders of each Fund (except Florida Fund) are being asked to
approve New Agreements with VFM. For each such Fund, the principal portfolio
manager, either Andrew M. McCullagh or Elizabeth H. Howell, will remain
unchanged. Biographical information on Mr. McCullagh and Ms. Howell can be found
below under "Executive Officers of the Funds."
Shareholders of Florida Fund are being asked to approve a New Agreement
with DMC. The portfolio managers of Florida Fund will be Mitchell L. Conery and
Patrick P. Coyne, whose biographical information can be found below under
"Executive Officers of the Funds."
BOARD OF DIRECTORS RECOMMENDATION
The Board of Directors of each Fund, including the disinterested
directors, voted to approve the New Agreements. For information about the
Board's deliberations and the reasons for its recommendation, please see
"Evaluation of the Merger by the Boards of Directors" near the end of this
Proposal Two.
The Boards of Directors recommend that shareholders of each Fund vote
FOR approval of each Fund's New Agreement.
COMPARISON OF NEW AGREEMENTS AND CURRENT AGREEMENTS
The material differences between the Funds' New Agreements and the
Funds' Current Agreements are described below. A form of New Agreement is
attached to this Proxy Statement as Exhibit A. The following discussion is
qualified in its entirety by reference to the text of such New Agreement. If
approved by shareholders, the New Agreements will take effect upon consummation
of the Merger.
ADVISORY SERVICES. Pursuant to both the Current Agreements and the New
Agreements, either VFM or DMC, as the case may be (sometimes referred to
hereinafter as the "Adviser"), has the sole and exclusive responsibility for the
management of the respective Fund's portfolio and the making and execution of
all investment decisions for the Fund subject to the objectives and investment
policies and restrictions of the Fund and subject to the supervision of the
Fund's Board of Directors; provided that under the New Agreements the Adviser
may retain one or more sub-advisers. See "Ability to Retain a Sub-Adviser"
below. Under the Current Agreements and the New Agreements the Adviser is
required to furnish, at its own expense, office facilities, equipment and
personnel for servicing the investments of each Fund. In addition, the Adviser
is required, if a Fund so requests, to arrange for its officers and employees to
serve without compensation from the Funds as directors, officers or employees of
the Funds if duly elected to such positions by the shareholders or directors of
the Funds.
ADMINISTRATIVE AND ACCOUNTING SERVICES. Under both the Current
Agreements and the New Agreements, the Adviser is required to provide to each
Fund all administrative and accounting services required by the Fund and not
provided by the Fund's administrator or the Fund's custodian, transfer agent,
dividend disbursing agent and registrar, including the calculation of the Fund's
net asset value.
COMPENSATION. Investment advisory fees payable by each Fund under its
Current Agreement are identical to fees which will be payable under its New
Agreement. As compensation for the Adviser's services, each Fund is obligated to
pay to the Adviser a monthly fee computed at the annual rate of .40% of each
Fund's average weekly net asset value, including assets attributable to
outstanding preferred stock.
Under both the Current Agreements and the New Agreements, all costs and
expenses incurred in the operation of the Funds, to the extent not specifically
assumed by the Adviser, are the responsibility of the Funds.
ABILITY TO RETAIN A SUB-ADVISER. The Current Agreements provide that
VFM shall have the sole and exclusive responsibility for the management of each
Fund's investment portfolio and for making and executing all investment
decisions for each Fund. Each New Agreement authorizes the Adviser, at its
expense, to retain a sub-adviser or sub-advisers to perform some or all of the
services for which the Adviser is responsible under the New Agreement. Any
retention of a sub-adviser is subject to approval by the Board of Directors and
the shareholders of the respective Fund.
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE. The New Agreements
each provide that, subject to the primary objective of obtaining the best
available prices and execution, the Adviser may place orders with brokers or
dealers who provide brokerage and research service to the Adviser or its
advisory clients. The New Agreements also provide that, to the extent consistent
with the Rules of the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc., these orders may be placed with brokers
who sell shares of the Funds to which the Adviser provides advisory services.
The services which may be provided to the Adviser include advice, either
directly or through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software and hardware used in security analyses;
and providing portfolio performance evaluation and technical market analyses.
Such services will be used by the Adviser in connection with its investment
decision-making process with respect to one or more Funds and accounts that it
manages, and need not be used, or used exclusively, with respect to the Fund or
account generating the brokerage. The New Agreements also provide that higher
commissions are permitted to be paid to broker/dealers who provide brokerage and
research services than to broker/dealers who do not provide such services if
such higher commissions are deemed reasonable in relation to the value of the
brokerage and research services provided. There are no provisions in the Current
Agreements addressing these issues. Disclosure in each Fund's registration
statement provided, however, that the Adviser could engage in such practices.
TERM. If approved by shareholders, the New Agreements will become
effective upon consummation of the Merger and will have initial terms of two
years. Thereafter, as is also the case with the Current Agreements, each Fund's
New Agreement will continue from year to year only if approved annually (a) by
the Fund's Board of Directors or by the vote of a majority of the outstanding
voting securities of the Fund and (b) by the vote of a majority of the directors
of the Fund who are not parties to the Agreement or interested persons (as
defined in the 1940 Act) of any such party, cast in person at a meeting of the
Board of Directors of the Fund called for the purpose of voting on such
approval. In the case of both the New Agreements and the Current Agreements,
each Agreement may be terminated by the Fund or by the Adviser on 60 days'
notice to the other party, and terminates automatically upon its assignment.
OTHER INFORMATION RELATED TO ADVISORY AGREEMENTS
The table below sets forth for each Fund the date of such Fund's
Current Agreement, the date on which such Agreement was last submitted to a vote
of the shareholders of the Fund, the purpose of such submission, the rate of
compensation payable under such Agreement, advisory fees paid to VFM for the
Fund's last fiscal year and the Fund's net assets at December 31, 1996.
<TABLE>
<CAPTION>
DATE LAST NET ASSETS
DATE OF SUBMITTED TO PURPOSE OF RATE OF ADVISORY OF FUND
AGMT SHAREHOLDERS SUBMISSION COMPENSATION* FEES PAID AT 12/31/96
---- ------------ ---------- ------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Arizona Fund 11/1/93 7/26/94 (1) .40% $ 265,763 $ 67,367,446
Florida Fund 11/1/93 7/26/94 (1) .40% $ 214,520 $ 54,439,214
Colorado Fund 11/1/93 7/26/94 (1) .40% $ 427,133 $ 107,788,794
Minnesota Fund 11/1/93 7/26/94 (1) .40% $ 232,200 $ 58,315,692
Minnesota Fund II 11/1/93 7/26/94 (1) .40% $ 637,469 $ 161,051,362
Minnesota Fund III 10/21/93 N/A (2) .40% $ 153,541 $ 38,910,971
</TABLE>
- --------------------
* As a percentage of average weekly net assets.
(1) To ratify the Advisory Agreement approved at a special meeting of
shareholders held 10/13/93.
(2) Not submitted to public shareholders.
EVALUATION OF THE MERGER BY THE BOARDS OF DIRECTORS
On January 15, 1997, the Boards of Directors of the Funds were informed
by VFM that DFG had entered into the Merger Agreement. After such notification,
the Boards were advised by counsel to the Funds regarding their fiduciary
obligations and the nature and extent of the information that they should
consider requesting in order to evaluate the New Agreements and the potential
impact of the Merger on the Funds and their shareholders. A special meeting of
the Boards was held on January 28, 1997, at which meeting the Boards met with
various executive officers of LNC and DMC ("LNC representatives"). These
individuals presented to Board members background information on LNC,
information on DMC, including its experience in municipal bond fund and fixed
income fund management, and the structure of and rationale behind the proposed
Merger. They also explained to Board members the organizational continuity that
would follow the Merger, noting in particular that the Funds (except Florida
Fund) would continue to be managed by their current portfolio managers and that
each Fund's current administrative services agreement would remain in effect.
LNC representatives summarized other benefits that the Merger, in their opinion,
could bring to Fund shareholders, including the expanded depth of resources that
could be devoted to investment management.
At the meeting, the Boards appointed a special committee made up of
disinterested directors (the "Special Committee") to further consider and make
recommendations to the Boards as to the appropriateness of the proposed
transactions. Those directors who are members of the Special Committee are James
W. Nelson and Thomas F. Madison. On February 5, 1997, the Special Committee
traveled to DMH's headquarters and met with senior management representatives of
DMC and its affiliates to review various aspects of the proposed Merger, the
background of DMC and its affiliates, DMC's operational capabilities and
compliance functions and future plans for the Funds. The Special Committee also
met with outside counsel to the funds in the Delaware Group, a representative of
Ernst & Young LLP ("Ernst & Young"), the independent public accountants to the
funds in the Delaware Group, proposed portfolio managers for Florida Fund and
with certain nominees to the Funds' Boards.
At a meeting on February 7, 1997, the Boards of Directors of the Funds
met with the Special Committee to review the findings of such committee. The
Boards also met with senior management representatives of DMC and its affiliates
and reviewed substantial additional information, including information regarding
the following points: (a) the structure of the Merger; (b) the performance and
abilities of DMC, including performance information for funds in the Delaware
Group; (c) benefits of the Merger to Fund shareholders; (d) Fund expenses
following the transaction; (e) proposed staffing and personnel relative to the
Funds; (f) organizational style; (g) the financial condition of LNC and its
affiliates; (h) the fact that consolidations of the Funds currently are not
being considered; (i) anticipated changes in Fund officers and counsel; (j) the
compliance philosophy and record of DMC and its affiliates; and (k) pro forma
profitability information (in connection with providing advisory services to the
Voyageur Funds) for DMC, assuming consummation of the Merger.
A final meeting of the Boards was held on February 14, 1997 for the
purpose of approving the Funds' New Agreements. At such meeting, each Fund's
Board recommended that the shareholders of each Fund approve the Fund's New
Agreement, to become effective as of the closing of the Merger. During its
deliberations the Boards noted, in particular, the following:
* Each Fund's New Agreement contains substantially the same
material terms and conditions as are contained in the Fund's
Current Agreement except that, as discussed above, the New
Agreements allow the Adviser to retain one or more
sub-advisers.
* The Funds will not bear any costs or expenses in connection
with the Merger, including the costs of this proxy
solicitation.
* No change in any Fund's investment objectives or fundamental
policies are currently contemplated in connection with the
Merger.
* The Merger is expected to result in a number of benefits to
shareholders, including an expanded depth of resources that
can be devoted to investment management.
* The Merger is not expected to cause any change in the
investment personnel managing the Funds (except Florida Fund).
The Board also considered Section 15(f) of the 1940 Act during its
deliberations. Section 15(f) provides a "safe harbor" from the 1971 case of
ROSENFELD V. BLACK, in which the U.S. Court of Appeals for the Second Circuit
held that an investment adviser is prohibited from benefitting financially in
connection with the sale or assignment of its advisory office to another
investment adviser. Under the ROSENFELD analysis, any compensation received by
an investment adviser or an affiliate thereof in connection with the transfer or
assignment of an investment advisory agreement arguably would be prohibited if
all or any portion of such compensation constitutes consideration for the
assistance by such investment adviser or affiliate thereof in facilitating the
transfer of the investment advisory office to the successor adviser. The Section
15(f) safe harbor is available if two conditions are met. First, for a period of
three years after the transaction at least 75% of the board members of the
investment company must not be "interested persons" (within the meaning of the
1940 Act) of the new or predecessor investment adviser. The Board of Directors
which shareholders are being asked to elect in Proposal One, above, consists of
eight directors, two of whom, Jeffrey J. Nick and Wayne A. Stork, are interested
persons of LNC, and none of whom are interested persons of VFM. Accordingly, the
composition of the proposed Board of Directors would be in compliance with this
provision of Section 15(f). Second, an "unfair burden" must not be imposed upon
the investment company as a result of such transaction or any express or implied
terms, conditions or understandings applicable thereto. The term "unfair burden"
is defined in Section 15(f) to include any arrangement during a two-year period
after the transaction whereby the investment adviser, or any interested person
of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its shareholders (other
than fees for bona fide investment advisory or other services) or from any
person in connection with the purchase or sale of securities or other property
to, from or on behalf of the investment company (other than bona fide ordinary
compensation as principal underwriter for such investment company). In
connection therewith, LNC represented to the Board that it will use its best
efforts to assure that the Funds do not execute any portfolio transactions
through an affiliate of LNC for a period of at least two years following
consummation of the Merger.
LNC has represented in the Merger Agreement that neither LNC nor any of
its affiliates has any express or implied understanding or arrangement which
would impose an unfair burden on any of the Funds or would in any way violate
Section 15(f) of the 1940 Act as a result of the transactions contemplated by
the Merger Agreement.
VOTE REQUIRED
THE BOARDS OF DIRECTORS RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE
IN FAVOR OF THE APPROVAL OF SUCH FUND'S NEW AGREEMENT. Approval by each Fund
requires the favorable vote of a majority of the outstanding shares (preferred
shares and common shares, voting together as a single class), as defined in the
1940 Act, which means the lesser of the vote of (a) 67% of the shares of the
Fund present at a meeting where more than 50% of the outstanding shares are
present in person or by proxy, or (b) more than 50% of the outstanding shares of
the Fund. Unless otherwise instructed, the proxies will vote to approve the New
Agreements.
PROPOSAL THREE
RATIFICATION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not interested
persons of the investment company or its investment adviser. The 1940 Act
requires that the selection be submitted for ratification or rejection by the
shareholders at their next annual meeting following the selection.
KPMG Peat Marwick LLP ("KPMG") has acted as independent public
accountants for each Fund since its inception. However, Ernst & Young acts as
independent public accountants for the Delaware Group. At the request of LNC, in
connection with the Funds becoming a part of the Delaware Group, as described
elsewhere herein, the Boards of Directors of the Funds, including a majority who
are not interested persons of VFM or DMC, have appointed Ernst & Young to become
the independent public accountants for the Funds for the fiscal year ending
March 31, 1998. This appointment is contingent upon consummation of the Merger.
KPMG has not rendered any adverse or qualified opinions, or any
disclaimers of opinions, with respect to the Funds, and the Funds have not had
any disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KPMG, would have caused it
to make a reference to the subject matter of the disagreement in connection with
its reports.
Representatives of Ernst & Young are expected to be present at the
meeting. Such representatives will be given the opportunity to make a statement
to the shareholders if they desire to do so and are expected to be available to
respond to any questions that may be raised at the meeting.
VOTE REQUIRED
THE BOARDS OF DIRECTORS RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE
IN FAVOR OF THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG AS THE
INDEPENDENT PUBLIC ACCOUNTANTS FOR SUCH FUND. For each Fund, the vote of a
majority of the shares of the Fund represented at the meeting and entitled to
vote, provided at least a quorum is represented in person or by proxy, is
sufficient for the ratification of the selection of the independent public
accountants.
SUPPLEMENTAL INFORMATION ABOUT
VOYAGEUR FUND MANAGERS, INC.
VFM, a Minnesota corporation, is an indirect wholly owned subsidiary of
DFG, which is owned 49.83% by Michael E. Dougherty and 49.83% equally by James
O. Pohlad, Robert C. Pohlad and William M. Pohlad. Mr. Dougherty co-founded the
predecessor of DFG in 1977 and has served as DFG's Chairman of the Board and
Chief Executive Officer since inception. As of January 31, 1997, VFM and its
affiliates served as the investment manager to six closed-end and ten open-end
investment companies (comprising 33 separate investment portfolios),
administered numerous private accounts and managed approximately $11 billion in
assets.
The names and principal occupations of the principal executive officer
and each director of VFM are set forth below. The address of all individuals is
that of the VFM and the Funds.
NAME PRINCIPAL OCCUPATION
- ---- --------------------
Michael E. Dougherty Chairman of VFM; Chairman of Voyageur Fund
Distributors, Inc. ("VFD") and Dougherty Dawkins,
Inc.; Director, Chairman of the Board, President and
Chief Executive Officer of DFG.
John G. Taft Director and President of VFM; Director and Executive
Vice President of VFD.
Jane M. Wyatt Director and Chief Investment Officer of VFM; Director
and Executive Vice President of VFD.
Frank C. Tonnemaker Director and Executive Vice President of VFM;
and Director and President of VFD.
All of such individuals will resign their positions immediately prior
to Closing. It is expected that, after consummation of the Merger, the
individuals who currently serve as the principal executive officer and directors
of DMC will also serve as the principal executive officer and directors of VFM.
See "Supplemental Information about Delaware Management Company, Inc." below.
Information regarding compensation received by VFM pursuant to the
advisory agreements for the Funds is set forth above under "Proposal Two --
Proposal to Approve New Investment Advisory Agreements." Set forth below is
information regarding the open-end funds for which VFM acts as investment
adviser and which have investment objectives similar to those of one or more of
the Funds being asked to approve new investment advisory agreements under
Proposal Two:
<TABLE>
<CAPTION>
Advisory Fees
Rate of VFM's Waived for Net Assets
Fund Compensation* Last Fiscal Year as of 12/31/96
- ---- ------------- ---------------- ----------------
<S> <C> <C> <C>
Arizona Insured Tax Free Fund 0.50% $ 0 $ 212,922,363
Arizona Tax Free Fund 0.50% $ 55,464 $ 13,268.431
California Insured Tax Free Fund 0.50% $ 75,000 $ 37,323,194
California Tax Free Fund 0.50% $ 7,369 $ 1,972,477
Colorado Tax Free Fund 0.50% $ 0 $ 64,022,636
Florida Limited Term Tax Free Fund 0.40% $ 11,429 $ 4,255,243
Florida Insured Tax Free Fund 0.50% $ 25,000 $ 195,392,923
Florida Tax Free Fund 0.50% $ 29,915 $ 7,411,424
Minnesota Limited Term Tax Free Fund 0.40% $ 0 $ 67,569,891
Minnesota Insured Fund 0.50% $ 0 $ 314,820,291
Minnesota Tax Free Fund 0.50% $ 0 $ 437,696,176
Minnesota High Yield Municipal Bond Fund 0.65% $ 17,203 $ 9,705,551
National Limited Term Tax Free Fund 0.40% $ 4,731 $ 1,184,425
National Insured Tax Free Fund 0.50% $ 145,000 $ 32,030,258
National Tax Free Fund 0.50% $ 12,665 $ 3,737,821
National High Yield Municipal Bond Fund 0.65% $ 35,572 $ 59,192,976
Idaho Tax Free Fund 0.50% $ 130,000 $ 33,451,212
Iowa Tax Free Fund 0.50% $ 5,000 $ 42,352,589
Kansas Tax Free Fund 0.50% $ 30,000 $ 12,668,250
Missouri Insured Tax Free Fund 0.50% $ 95,000 $ 59,885,472
New York Tax Free Fund 0.50% $ 17,615 $ 10,351,401
New Mexico Tax Free Fund 0.50% $ 0 $ 21,268,754
North Dakota Tax Free Fund 0.50% $ 0 $ 34,454,124
Oregon Insured Tax Free Fund 0.50% $ 65,000 $ 26,031,139
Utah Tax Free Fund 0.50% $ 21,935 $ 4,258,007
Washington Insured Tax Free Fund 0.50% $ 12,662 $ 2,917,416
Wisconsin Tax Free Fund 0.50% $ 10,000 $ 30,186,630
</TABLE>
- --------------------
* As a percentage of average daily net assets.
SUPPLEMENTAL INFORMATION ABOUT
DELAWARE MANAGEMENT COMPANY, INC.
DMC is an indirect, wholly owned subsidiary of DMH. In turn, DMH is an
indirect, wholly-owned subsidiary, and subject to the ultimate control, of LNC.
LNC, an Indiana corporation with headquarters in Fort Wayne, Indiana, is a
diversified organization with operations in many aspects of the financial
services industry, including insurance and investment management. DMC and its
predecessors have been managing the funds in the Delaware Group since 1938. On
December 31, 1996, DMC and its affiliates within the Delaware Group, including
Delaware International Advisers Ltd., were supervising in the aggregate
approximately $32 billion in assets in the various institutional or separately
managed and investment company accounts. DMC is located at One Commerce Square,
Philadelphia, Pennsylvania 19103.
The names and principal occupations of the principal executive officer
and each director of DMC are set forth below. The address of all individuals is
that of DMC.
NAME PRINCIPAL OCCUPATION
- ---- --------------------
Wayne A. Stork Chairman, President, Chief Executive Officer, Chief
Investment Officer and Director of Delaware
Management Company, Inc.; Chairman, President, Chief
Executive Officer, Director and/or Trustee of 17
investment companies in the Delaware Group (which
excludes Delaware Pooled Trust, Inc.), Delaware
Management Holdings, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders Holdings,
Inc.; Chairman and Director of Delaware Pooled
Trust, Inc., Delaware Distributors, Inc. and
Delaware Capital Management, Inc.; Chairman, Chief
Executive Officer and Director of Delaware
International Advisers Ltd.; Director of Delaware
Service Company, Inc. and Delaware Investment &
Retirement Services, Inc.
Winthrop S. Jessup Executive Vice President and Director of Delaware
Management Company, Inc.; Executive Vice President
of 17 investment companies in the Delaware Group
(which excludes Delaware Pooled Trust, Inc.) and
Delaware Management Holdings, Inc.; President and
Chief Executive Officer of Delaware Pooled Trust,
Inc.; President and Director of Delaware Capital
Management, Inc.; Executive Vice President and
Director of DMH Corp., Delaware International
Holdings Ltd. and Founders Holdings, Inc.; Vice
Chairman and Director of Delaware Distributors,
Inc.; Vice Chairman of Delaware Distributors, L.P.;
Director of Delaware Service Company, Inc., Delaware
International Advisers Ltd., Delaware Management
Trust Company and Delaware Investment & Retirement
Services, Inc.
Richard G. Unruh, Jr. Executive Vice President and Director of Delaware
Management Company, Inc.; Executive Vice President
of the 18 investment companies in the Delaware
Group; Senior Vice President of Delaware Management
Holdings, Inc.; Director of Delaware International
Advisers Ltd.
David K. Downes Executive Vice President/Chief Operating
Officer/Chief Financial Officer and Director of
Delaware Management Company, Inc.; Senior Vice
President/Chief Administrative Officer/Chief
Financial Officer of the 18 investment companies in
the Delaware Group; Chairman and Director of
Delaware Management Trust Company and Delaware
Investment & Retirement Services, Inc.;
President/Chief Executive Officer/Chief Financial
Officer and Director of Delaware Service Company,
Inc.; Executive Vice President/Chief Operating
Officer/Chief Financial Officer and Director of DMH
Corp., Delaware Distributors, Inc., Founders
Holdings, Inc. and Delaware International Holdings
Ltd.; Executive Vice President/Chief Operating
Officer/Chief Financial Officer of Delaware
Management Holdings, Inc. and Delaware Capital
Management, Inc.; Senior Vice President/Chief
Administrative Officer/Chief Financial Officer of
Delaware Distributors, L.P., Director of Delaware
International Advisers Ltd.
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director of
Delaware Management Company, Inc.; Senior Vice
President and Secretary of the 18 investment
companies in the Delaware Group, Delaware Management
Holdings, Inc. and Delaware Distributors, L.P.;
Executive Vice President, Secretary and Director of
Delaware Management Trust Company; Senior Vice
President, Secretary and Director of DMH Corp.,
Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware Investment & Retirement
Services, Inc., Founders Holdings, Inc. and Delaware
Capital Management, Inc.; Secretary and Director of
Delaware International Holdings Ltd., Director of
Delaware International Advisers Ltd., Attorney.
DMC currently serves as investment adviser for the following funds that
have investment objectives similar to those of one or more of the Funds being
asked to approve new investment advisory agreements under Proposal Two:
<TABLE>
<CAPTION>
ADVISORY FEES
WAIVED FOR NET ASSETS
FUND RATE OF COMPENSATION* LAST FISCAL YEAR AS OF 12/31/96
- ---- --------------------- ---------------- --------------
<S> <C> <C> <C>
DMC Tax-Free Income Trust-
Pennsylvania 0.60% on the first $500 million, $ 0 $ 980,153,397
0.575% on the next $250 million
and 0.55% on assets in excess of
$750 million
Delaware Group Tax-Free
Fund, Inc. - Tax-Free 0.60% on the first $500 million, $ 0 $ 714,446,205
USA Fund 0.575% on the next $250 million
and 0.55% on assets in excess of
$750 million
Delaware Group Tax-Free
Fund, Inc. - Tax-Free 0.60% per annum $ 0 $ 82,759,533
Insured Fund
Delaware Group Tax-Free Fund, Inc.
Tax-Free USA Intermediate Fund 0.50% per annum $ 106,549 $ 27,729,826
- --------------------
</TABLE>
* As a percentage of average daily net assets. Fees are reduced by fees paid
to directors or trustees of the Fund.
EXECUTIVE OFFICERS OF THE FUNDS
Certain information about the executive officers of the Funds is set
forth below. Unless otherwise indicated, all positions have been held more than
five years.
POSITION AND TERM OF OFFICE WITH THE FUNDS AND
NAME (AGE) BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ---------- ----------------------------------------------
John G. Taft (42) President of the Funds (Executive Vice President
of Colorado Tax Free Fund); President of VFM;
Director of VFM and of VFD since 1993; Executive
Vice President of VFD (since 1995); Management
Committee member of VFM from 1991 to 1993.
Andrew M. McCullagh, Jr. (48) Executive Vice President of the Funds (President
of Colorado Tax Free Fund); Senior Tax Exempt
Portfolio Manager of VFM; previously, Director
of VFM and VFD from 1993 to 1995.
Jane M. Wyatt (42) Executive Vice President of the Funds; Director
and Chief Investment Officer of VFM since 1993;
Director and Executive Vice President of VFD
since 1993; previously, Executive Vice President
and Portfolio Manager of VFM from 1992 to 1993.
Steven P. Eldredge (40) Vice President of the Funds since 1995; Senior
Tax Exempt Portfolio Manager of VFM since 1995;
previously, portfolio manager for ABT Mutual
Funds, Palm Beach, Florida, from 1989 to 1995.
Elizabeth H. Howell (35) Vice President of the Funds; Senior Tax Exempt
Portfolio Manager of VFM.
James C. King (56) Vice President of the Funds; Senior Equity
Portfolio Manager of VFM since 1993; previously,
Director of VFM and VFD from 1993 to 1995.
Kenneth R. Larsen (33) Treasurer of the Funds; Treasurer of VFM and
VFD; previously, Director, Secretary and
Treasurer of VFM and VFD from 1993 to 1995.
Thomas J. Abood (33) Secretary of the Funds since 1995; Senior Vice
President and General Counsel since 1994 of DFG;
Senior Vice President of VFM, VFD and Voyageur
Companies, Inc. since 1995; previously, Vice
President of VFM and Voyageur Companies, Inc.
from 1994 to 1995; previously, associated with
the law firm of Skadden, Arps, Slate, Meagher &
Flom, Chicago, Illinois from 1988 to 1994.
All of such individuals, except Ms. Howell and Mr. McCullagh, will
resign their positions with the Funds immediately prior to Closing. It is
expected that, after consummation of the Merger, the newly elected Boards of
Directors will elect the following individuals, in addition to Ms. Howell and
Mr. McCullagh, to serve as officers of the Funds:
EXPECTED POSITION WITH THE FUNDS AND
NAME (AGE) BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ---------- ----------------------------------------------
Wayne A. Stork (59) Chairman, President, Chief Executive Officer,
Director and/or Trustee of the Funds. See
"Supplemental Information About Delaware
Management Company, Inc." for a description of
Mr. Stork's business experience.
Winthrop S. Jessup (51) Executive Vice President of the Funds. See
"Supplemental Information About Delaware
Management Company, Inc." for a description of
Mr. Jessup's business experience.
Richard G. Unruh, Jr. (57) Executive Vice President of the Funds. See
"Supplemental Information About Delaware
Management Company, Inc." for a description of
Mr. Unruh's business experience.
Paul E. Suckow (49) Executive Vice President/Chief Investment
Officer, Fixed Income of the Funds and of the 18
investment companies in the Delaware Group and
Delaware Management Company, Inc.; Executive
Vice President and Director of Founders
Holdings, Inc.; Senior Vice President/Chief
Investment Officer, Fixed Income of Delaware
Management Holdings, Inc.; Senior Vice President
of Delaware Capital Management, Inc.; Director
of Founders CBO Corporation; Director of HYPPCO
Finance Company Ltd.; before returning to the
Delaware Group in 1993, Mr. Suckow was Executive
Vice President and Director of Fixed Income for
Oppenheimer Management Corporation, New York,
New York from 1985 to 1992; prior to 1985, he
was a fixed-income portfolio manager for the
Delaware Group.
David K. Downes (57) Senior Vice President/Chief Administrative
Officer/ Chief Financial Officer of the Funds.
See "Supplemental Information About Delaware
Management Company, Inc." for a description of
Mr. Downes' business experience.
George M. Chamberlain, Jr. (50) Senior Vice President and Secretary of the
Funds. See "Supplemental Information About
Delaware Management Company, Inc." for a
description of Mr. Chamberlain's business
experience.
Mitchell L. Conery (38) Vice President/Senior Portfolio Manager of the
tax-free Funds and of the tax-free and
fixed-income investment companies in the
Delaware Group and Delaware Management Company,
Inc.; from 1995 to 1996, Mr. Conery was an
investment officer with Travelers Insurance and
from 1992 to 1995, he was a research analyst
with CS First Boston. Mr. Conery joined the
Delaware Group in 1997.
Patrick P. Coyne (33 Vice President/Senior Portfolio Manager of the
tax-free Funds and of the tax-free and
fixed-income investment companies in the
Delaware Group, Delaware Management Company,
Inc. and Delaware Capital Management, Inc.;
during the past five years, Mr. Coyne has served
in various capacities within the Delaware
organization.
Edward N. Antoian (41) Vice President/Senior Portfolio Manager of the
equity Funds and of the equity investment
companies in the Delaware Group, Delaware
Management Company, Inc. and Delaware Capital
Management, Inc.; during the past five years,
Mr. Antoian has served in various capacities
within the Delaware organization.
Gerald S. Frey (50) Vice President/Senior Portfolio Manager of the
equity Funds and of the equity investment
companies in the Delaware Group and Delaware
Management Company, Inc.; before joining the
Delaware Group in 1996, Mr. Frey was a Senior
Director with Morgan Grenfell Capital
Management, New York, New York from 1986 to
1995.
Michael P. Bishof (34) Vice President/Treasurer of the Funds and of the
18 investment companies in the Delaware Group,
Delaware Management Company, Inc., Delaware
Distributors, Inc., Delaware Distributors, L.P.,
Delaware Service Company, Inc., and Founders
Holdings, Inc.; Vice President/Manager of
Investment Accounting of Delaware International
Holdings Ltd.; Assistant Treasurer of Founders
CBO Corporation; before joining the Delaware
Group in 1995, Mr. Bishof was a Vice President
for Bankers Trust, New York, New York from 1994
to 1995, a Vice President for CS First Boston
Investment Management, New York, New York from
1993 to 1994 and an Assistant Vice President for
Equitable Capital Management Corporation, New
York, New York from 1987 to 1993.
SUPPLEMENTAL INFORMATION
Except as noted in the following sentence and based on Fund records and
other information, each Fund believes that all SEC filing requirements
applicable to its Directors and officers and applicable to VFM and companies
affiliated with VFM, pursuant to Section 16(a) of the Securities Exchange Act of
1934, with respect to the Funds' fiscal year ended March 31, 1996, were met.
Form 5 Annual Statement of Changes in Beneficial Ownership were untimely filed
for Mr. Taft, Ms. Wyatt, Ms. Howell and VFM on July 17, 1996.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be considered for presentation at the
next Annual Meeting must be received at the Funds' offices no later than October
15, 1997.
Dated: February 26, 1997
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
This Agreement, made this ___ day of ________, 1997, by and between
Voyageur ___________ Fund, Inc., a Minnesota corporation (the "Fund") and
[Voyageur Fund Managers, Inc.] [Delaware Management Company, Inc.], a _________
corporation ("Adviser").
WITNESSETH:
1. INVESTMENT ADVISORY SERVICES.
(a) The Fund hereby engages Adviser, and Adviser hereby agrees to act,
as investment adviser for, and to manage the investment of the assets of, the
Fund.
(b) The investment of the assets of the Fund shall at all times be
subject to the applicable provisions of the Articles of Incorporation, the
Bylaws, the Registration Statement, and the current Prospectus and the Statement
of Additional Information, if any, of the Fund and shall conform to the policies
and purposes of the Fund as set forth in such documents and as interpreted from
time to time by the Board of Directors of the Fund. Within the framework of the
investment policies of the Fund, and subject to such other limitations and
directions as the Board of Directors may from time to time prescribe, Adviser
shall have the sole and exclusive responsibility for the management of the
Fund's assets and the making and execution of all investment decisions for the
Fund, except as set forth in the following paragraph. Adviser shall report to
the Board of Directors regularly at such times and in such detail as the Board
may from time to time determine appropriate, in order to permit the Board to
determine the adherence of Adviser to the investment policies of the Fund.
(c) Adviser may, at its expense, select and contract with one or more
registered investment advisers ("Sub-Adviser") for the Fund to perform some or
all of the services for the Fund. Such Sub-Adviser shall be responsible for
executing orders for the purchase and sale of portfolio securities. Adviser will
compensate any Sub-Adviser for its services to the Fund. Adviser 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.
(d) Adviser shall provide to the Fund all administrative and accounting
services required by the Fund and not provided by the Fund's administrator or
the Fund's custodian, transfer agent, dividend disbursing agent and registrar,
including the calculation of the Fund's net asset value in accordance with the
Fund's policy as adopted from time to time by the Board of Directors.
(e) Adviser shall, at its own expense, furnish all office facilities,
equipment and personnel necessary to discharge its responsibilities and duties
hereunder. Adviser shall arrange, if requested by the Fund, for officers or
employees of Adviser to serve without compensation from the Fund as directors,
officers, or employees of the Fund if duly elected to such positions by the
shareholders or directors of the Fund (as required by law).
(f) Adviser hereby acknowledges that all records pertaining to the
Fund's investments are the property of the Fund, and in the event that a
transfer of investment advisory services to someone other than Adviser should
ever occur, Adviser will promptly, and at its own cost, take all steps necessary
to segregate such records and deliver them to the Fund.
(g) Subject to the primary objective of obtaining the best available
prices and execution, Adviser will place orders for the purchase and sale of
portfolio securities with such broker/dealers who provide statistical, factual
and financial information and services to the Fund, Adviser or to any other fund
for which Adviser 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 Adviser provides investment advisory services. Broker/dealers who sell
shares of the funds of which Adviser 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.
(h) Notwithstanding the provisions of subparagraph (g) above, and
subject to such policies and procedures as may be adopted by the Board of
Directors and officers of the Fund, Adviser 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 it and Adviser 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 Adviser's overall
responsibilities with respect to the Fund and to other funds and other advisory
accounts for which Adviser exercises investment discretion.
2. COMPENSATION FOR SERVICES.
In payment for the investment advisory and management services to be
rendered by Adviser hereunder, the Fund shall pay to Adviser a monthly
investment advisory fee. Such monthly fee shall be 1/12 of the per annum rate of
.40% of the Fund's average weekly net assets based on the net asset value on the
last day of each week on which the New York Stock Exchange is open for business
(or on such other day of each week as may be established by the Fund's Board of
Directors). Average net assets shall be calculated for this purpose without
regard to the liquidation value of any outstanding shares of preferred stock of
the Fund. Such fee shall be payable on the fifth day of each calendar month for
services performed hereunder during the preceding month. If this agreement
terminates prior to the end of a month, such fee shall be prorated according to
the proportion which such portion of the month bears to the full month.
3. ALLOCATION OF EXPENSES.
In addition to the fees described in Section 2 hereof, the Fund shall
pay all its expenses which are not assumed by Adviser. These Fund expenses
include, by way of example, but not by way of limitation, (i) brokerage and
commission expenses; (ii) federal, state, local and foreign taxes, including
issue and transfer taxes incurred by or levied on the Fund; (iii) interest
charges on borrowings; (iv) the Fund's organizational and offering expenses,
whether or not advanced by Adviser; (v) fees and expenses of registering the
Fund's shares under applicable federal and state securities laws; (vi) fees and
expenses of listing and maintaining the listing of the Fund's shares on the
principal securities exchange where listed, or, if the Fund's shares are not so
listed, fees and expenses of listing and maintaining the quotation of the Fund's
shares on the principal over-the-counter market where traded; (vii) expenses of
printing and distributing reports to shareholders; (viii) costs of shareholders'
meetings and proxy solicitation; (ix) charges and expenses of the Fund's
administrator, custodian and registrar, transfer agent and dividend disbursing
agent; (x) compensation of the Fund's officers, directors and employees that are
not Affiliated Persons or Interested Persons (as defined in Section 2(a)(19) of
the 1940 Act and the rules, regulations and releases relating thereto) of
Adviser; (xi) legal and auditing expenses; (xii) costs of certificates
representing common shares of the Fund; (xiii) costs of stationery and supplies;
(xiv) insurance expenses; (xv) association membership dues; (xvi) expenses of
repurchasing shares; (xvii) expenses of issuing any preferred stock or
indebtedness; and (xviii) fees of any rating agencies retained to rate any
preferred stock issued by the Fund.
4. FREEDOM TO DEAL WITH THIRD PARTIES.
Adviser shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.
5. LIMITATION OF LIABILITY.
Adviser shall not be liable for any act or omission, error of judgment
or mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
obligations and duties or by reason of the Adviser's reckless disregard of its
obligations and duties under this Agreement. Nothing contained in this section
shall constitute a waiver of any right which the Fund may have under federal or
state laws, including the federal securities laws.
6. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
(a) The effective date of this Agreement with respect to each Fund
shall be the date set forth in the first paragraph on page one of this
Agreement.
(b) Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect for a period of two years from the date of its
execution, and thereafter shall continue in effect only so long as such
continuance is specifically approved at least annually by (i) the Board of
Directors of the Fund or by the vote of a majority of the outstanding voting
securities of the Fund, and (ii) by the vote of a majority of the directors of
the Fund who are not parties to this Agreement or "interested persons", as
defined in the Investment Company Act of 1940 (the "1940 Act"), of Adviser or of
the Fund cast in person at a meeting called for the purpose of voting on such
approval.
(c) This Agreement may be terminated at any time, without the payment
of any penalty, by the Board of Directors of the Fund or by the vote of a
majority of the outstanding voting securities of the Fund, or by Adviser, upon
60 days' written notice to the other party.
(d) This agreement shall terminate automatically in the event of its
"assignment" (as defined in the 1940 Act). This Agreement shall automatically
terminate upon completion of the dissolution, liquidation or winding up of the
Fund.
(e) No amendment to this Agreement shall be effective until approved by
the vote of: (i) a majority of the directors of the Fund who are not parties to
this Agreement or "interested persons" (as defined in the 1940 Act) of Adviser
or of the Fund cast in person at a meeting called for the purpose of voting on
such approval; and (ii) a majority of the outstanding voting securities of the
Fund.
(f) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities or shares of the Fund
shall mean the lesser of (i) the vote of 67% or more of the voting securities of
the Fund present at a regular or special meeting of shareholders duly called, if
more than 50% of the Fund's outstanding voting securities are present in person
or represented by proxy, or (ii) the vote of more than 50% of the outstanding
voting securities of the Fund.
7. 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.
IN WITNESS WHEREOF, the Fund and Adviser have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
VOYAGEUR _____________________ FUND, INC.
By ______________________________________
Its ___________________________________
[VOYAGEUR FUND MANAGERS, INC.]
[DELAWARE MANAGEMENT COMPANY, INC.]
By ______________________________________
Its ___________________________________
VOYAGEUR [CLOSED-END] MUNICIPAL INCOME FUND
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Thomas J. Abood, John G. Taft and Kenneth R.
Larsen, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
Voyageur [Closed-End] Municipal Income Fund (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
April 11, 1997, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below (except as marked to the
contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Walter P. Babich, Anthony D. Knerr, Ann R. Leven, Jeffrey J.
Nick, Charles E. Peck and Wayne A. Stork.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
_______________________________________________________________________________
2. To vote: FOR __________ AGAINST _________ approval of a new Investment
Advisory Agreement.
3. To vote: FOR __________ AGAINST _________ ABSTAIN ________ ratification
of the selection of Ernst & Young LLP as independent public accountants for the
Fund.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournments or
postponements thereof.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE--NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.
Dated: _____________________________, 1997
__________________________________________
__________________________________________
IMPORTANT: Please date and sign this Proxy.
If the stock is held jointly, signature
should include both names. Executors,
administrators, trustees, guardians, and
others signing in a representative capacity
should give their full title as such.
VOYAGEUR [CLOSED-END] MUNICIPAL INCOME FUND
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Thomas J. Abood, John G. Taft and Kenneth R.
Larsen, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
Voyageur [Closed-End] Municipal Income Fund (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
April 11, 1997, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below (except as marked to the
contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Walter P. Babich, Anthony D. Knerr, Ann R. Leven, W. Thacher
Longstreth, Thomas F. Madison, Jeffrey J. Nick, Charles E. Peck and Wayne A.
Stork.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
_______________________________________________________________________________
2. To vote: FOR __________ AGAINST _________ approval of a new Investment
Advisory Agreement.
3. To vote: FOR __________ AGAINST _________ ABSTAIN ________ ratification
of the selection of Ernst & Young LLP as independent public accountants for the
Fund.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournments or
postponements thereof.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE--NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.
Dated: _____________________________, 1997
__________________________________________
__________________________________________
IMPORTANT: Please date and sign this Proxy.
If the stock is held jointly, signature
should include both names. Executors,
administrators, trustees, guardians, and
others signing in a representative capacity
should give their full title as such.
