As filed with the Securities and Exchange Commission on December 31, 1996
Securities Act File No. 333- 11361
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 1 [X]
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VOYAGEUR MUTUAL FUNDS, INC.
(Exact name of Registrant as specified in charter)
90 South Seventh Street
Suite 4400
Minneapolis, Minnesota 55402
(Registrant's telephone number, including area code: 612-376-7000
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Thomas J. Abood, Secretary
Voyageur Mutual Funds, Inc.
90 South Seventh Street
Suite 4400
Minneapolis, Minnesota 55402
(Name and address of agent for service)
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Copy to:
Kathleen L. Prudhomme, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, MN 55402
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[X] immediately upon filing pursuant to paragraph (b) of rule 485
[ ] on (date) pursuant to paragraph (b) of rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of rule 485
[ ] on (date) pursuant to paragraph (a) of rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of rule 485
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No filing fee is required because an indefinite number of shares has
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940. Registrant filed its Rule 24f-2 Notice on February 28, 1996 for its
most recent fiscal year ended December 31, 1995.
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PART C
VOYAGEUR MUTUAL FUNDS, INC.
(VOYAGEUR NATIONAL HIGH YIELD MUNICIPAL BOND FUND)
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
Incorporated by reference to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement on Form N-1A, File Nos. 33-63238 and
811-7742, filed on March 1, 1996.
ITEM 16. EXHIBITS.
1.1 Articles of Incorporation of Voyageur Mutual Funds, Inc., dated April
14, 1993, filed as an Exhibit to Post-Effective Amendment No. 8 and
Amendment No. 9 to Form N-1A on April 30, 1996, File Nos. 33-63238 and
811-7742, respectively, and incorporated herein by reference.
1.2 Certificate of Designation of Series K dated August 19, 1996, filed as
an Exhibit to Form N-14 on September 4, 1996, File No. 333-11361, and
incorporated herein by reference.
2 Bylaws of Voyageur Mutual Funds, Inc. as amended by the Board of
Directors on May 14, 1996, filed as an Exhibit to Form N-14 on
September 4, 1996, File No. 333-11361, and incorporated herein by
reference.
3 Not applicable.
4 Agreement and Plan of Reorganization filed as Exhibit A to
Prospectus/Proxy Statement included in Part A of Form N-14 on
September 4, 1996, File No. 333-11361, and incorporated herein by
reference.
5.1 Specimen security for company incorporated under the laws of the State
of Minnesota, filed as an Exhibit to Post-Effective Amendment No. 8
and Amendment No. 9 to Form N-1A on April 30, 1996, File Nos. 33-63238
and 811-7742, respectively, and incorporated herein by reference.
5.2 See #1 above.
6 Investment Advisory Agreement, dated November 1, 1993, filed as an
Exhibit to Post-Effective Amendment No. 14 and Amendment No. 15 to
Form N-1A on November 12, 1996, File Nos. 33-63238 and 811-7742,
respectively, and incorporated herein by reference.
7.1 Distribution Agreement dated November 20, 1996, filed as an Exhibit to
Post-Effective Amendment No. 15 and Amendment No. 16 to Form N- 1A on
November 20, 1996, File Nos. 33-63238 and 811-7742, respectively, and
incorporated herein by reference.
7.2 Form of Dealer Sales Agreement, filed as an Exhibit to Post-Effective
Amendment No. 8 and Amendment No. 9 to Form N-1A on April 30, 1996,
File Nos. 33-63238 and 811-7742, respectively, and incorporated herein
by reference.
7.3 Form of Bank Agreement, filed as an Exhibit to Post-Effective
Amendment No. 8 and Amendment No. 9 to Form N-1A on April 30, 1996,
File Nos. 33-63238 and 811-7742, respectively, and incorporated herein
by reference.
8 Not applicable.
9 Custodian Agreement effective August 27, 1993, filed as an Exhibit to
Post-Effective Amendment No. 14 and Amendment No. 15 to Form N- 1A on
November 12, 1996, File Nos. 33-63238 and 811-7742, respectively, and
incorporated herein by reference.
10 Plan of Distribution filed as an Exhibit to Post-Effective Amendment
No. 14 and Amendment No. 15 to Form N-1A on November 12, 1996, File
Nos. 33-63238 and 811-7742, respectively, and incorporated herein by
reference.
11 Opinion and Consent of Dorsey & Whitney LLP with respect to the
legality of the securities filed as an Exhibit to Form N-14 on
September 4, 1996, File No. 333-11361, and incorporated herein by
reference.
12 Opinion and Consent of Dorsey & Whitney LLP with respect to tax
matters filed as an Exhibit hereto.
13 Administrative Services Agreement dated October 27, 1994, filed as an
Exhibit to Post-Effective Amendment No. 14 and Amendment No. 15 to
Form N-1A on November 12, 1996, File Nos. 33-63238 and 811-7742,
respectively, and incorporated herein by reference.
14.1 Consent of KPMG Peat Marwick LLP, independent auditors to the
Registrant, filed as Exhibit to Form N-14 on September 4, 1996, File
No. 333-11361, and incorporated herein by reference.
14.2 Consent of KPMG Peat Marwick LLP, independent auditors to Great Hall
Investment Funds, Inc. filed as Exhibit to Form No-14 on September 4,
1996, File No. 333-11361, and incorporated herein by reference.
15 Not applicable.
16 Power of Attorney dated August 20, 1996, filed as an Exhibit to Form
N-14 on September 4, 1996, File No. 333-11361, and incorporated herein
by reference.
17.1 Rule 24f-2 Election of Registrant filed as an Exhibit to Form N-14 on
September 4, 1996, File No. 333-11361, and incorporated herein by
reference.
17.2 Form of share proxy card filed as an Exhibit to Form N-14 on September
4, 1996, File No. 333-11361, and incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment to its Registration Statement on Form N-14 pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis and State of
Minnesota on the day /s/31st of December 1996.
VOYAGEUR MUTUAL FUNDS INC.
By:/s/JOHN G. TAFT
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John G. Taft, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ JOHN G. TAFT President principal December /s/31, 1996
- --------------------- executive officer)
John G. Taft
/s/ KENNETH R. LARSEN Treasurer (principal December /s/31, 1996
- --------------------- financial and
Kenneth R. Larsen accounting officer)
Clarence G. Frame * Director
Thomas F. Madison * Director
Richard F. McNamara * Director
Robert J. Odegard * Director
James W. Nelson * Director
* By /s/ THOMAS J. ABOOD December /s/31, 1996
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Thomas J. Abood
Attorney-in-Fact
DORSEY & WHITNEY LLP
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402-1498
TELEPHONE: (612)340-2600
FAX: (612)340-2868
November 8, 1996
Voyageur Mutual Funds, Inc.
90 South Seventh Street
Suite 4400
Minneapolis, MN 55402
Great Hall Investment Funds, Inc.
60 South Sixth Street
Minneapolis, MN 55402
Ladies and Gentlemen:
We have acted as counsel to Voyageur Mutual Funds, Inc. ("Voyageur Funds")
in connection with the proposed acquisition of all or substantially all of the
assets and certain stated and identified liabilities of Great Hall National
Tax-Exempt Fund ("Great Hall Fund"), a separately managed series of Great Hall
Investment Funds, Inc. ("Great Hall Funds"), by Voyageur National High Yield
Municipal Bond Fund ("Voyageur Fund"), a separately managed series of Voyageur
Funds, pursuant to an Agreement and Plan of Reorganization dated as of September
2, 1996, by and between Voyageur Funds and Great Hall Funds (the "Plan").
You have asked for our opinion concerning certain federal income tax
consequences of the exchange of Voyageur Fund shares for Great Hall Fund assets
and the distribution of such shares to Great Hall Fund shareholders upon
liquidation of Great Hall Fund (the "Reorganization"). In this regard we have
examined (1) the Plan, (2) the Registration Statement on Form N-14 (including,
but not limited to, the Prospectus/Proxy Statement included therein) filed with
the Securities and Exchange Commission on or about September 4, 1996, and such
other documents and records as we consider necessary in order to render this
opinion. Unless otherwise provided herein, capitalized terms used in this
opinion shall have the same meaning as set forth in the Prospectus/Proxy
Statement or the Plan, as the case may be.
Pursuant to the Plan, the total number of Class A Voyageur Fund shares to
be issued (including fractional shares, if any) in exchange for the assets and
liabilities of Great Hall Fund shares will have an aggregate net asset value
equal to the aggregate net asset value of Great Hall Fund's shares immediately
prior to the Effective Time. Immediately after the Effective Time, Great Hall
Fund will distribute to Great Hall Fund shareholders in a pro rata liquidation
of Great Hall Fund (based upon the ratio that the number of Great Hall Fund
shares owned by each Great Hall Fund shareholder immediately prior to the
Effective Time bears to the total number of issued and outstanding Great Hall
Fund shares immediately prior to the Effective Time) the full and fractional
Voyageur Fund shares received by Great Hall Fund.
The acquisition of all or substantially all of the assets and all of the
identified and stated liabilities of Great Hall Fund by Voyageur Fund is being
undertaken because the Board of Directors of Great Hall Funds has determined
that the Reorganization will provide certain benefits to and is in the best
interests of Great Hall Fund and its shareholders. In approving the
Reorganization, the Board considered, among other things, the following factors:
(i) EXPERIENCE OF VOYAGEUR ORGANIZATION. As of July 31, 1996, Voyageur Fund
Managers, Inc. ("VFM"), which acts as the investment adviser to Voyageur Fund,
served as the manager to six closed-end and 10 open-end funds (comprising 33
separate investment portfolios), administered numerous private accounts and
managed approximately $11.5 billion in assets, including more than $2 billion in
municipal bonds.
(ii) EXPENSES IN CONNECTION WITH THE REORGANIZATION. No expenses incurred
in connection with the Reorganization will be borne by Great Hall Fund, Voyageur
Fund or their respective shareholders. The Voyageur Fund Shares to be received
by Great Hall Fund Shareholders will not be subject to any front-end or deferred
sales charges.
(iii) ASSET LEVELS. Great Hall Fund has a relatively small asset base,
which in the long term could limit the Fund's ability to control costs and to
generate competitive returns. The Voyageur organization has a much more
extensive and developed network of independent brokers and dealers through whom
Voyageur Fund is distributed. The greater marketing abilities and coverage of
the Voyageur organization may optimize the opportunities for growth and the
attendant opportunities for increased portfolio management collectability and
investment returns and for control over Fund expense levels.
(iv) FEE AND EXPENSE LEVELS. VFM has agreed to voluntarily limit Voyageur
Fund's Class A expense levels to not more than Great Hall Fund's current fee and
expense level for the period through December 31, 1998.
(v) EXCHANGE PRIVILEGES; SHAREHOLDER SERVICES. The Voyageur organization
offers a comprehensive and competitive range of services to Fund shareholders,
including among others, the ability to exchange Voyageur Fund shares for shares
of most other mutual funds for which VFM serves as investment adviser at net
asset value without the payment of a sales charge. In addition, most mutual
funds managed by VFM offer additional purchase options to prospective
shareholders through the availability of multiple classes of shares.
Our opinion is based upon existing law and currently applicable Treasury
Regulations, currently published administrative positions of the Internal
Revenue Service contained in Revenue Rulings and Revenue Procedures and judicial
decisions, all of which are subject to change prospectively and retroactively.
It is not a guarantee of the current status of the law and should not be
accepted as a guarantee that a court of law or an administrative agency will
concur in the opinion.
Based on the Plan, the other documents referred to herein, the facts and
assumptions stated above, as well as representations made by Voyageur Funds in a
Certificate dated November 7, 1996, representations made by a greater than 5%
shareholder of Great Hall Fund in a Certificate dated November 5, 1996,
representations by Great Hall Fund in a Certificate dated November 7, 1996,
representations by VFM in a Certificate dated November 7, 1996, the provisions
of the Code and judicial and administrative interpretations as in existence on
the date hereof, it is our opinion that the transfer by Great Hall Fund of all
or substantially all of its assets and certain stated and identified liabilities
to Voyageur Fund in exchange for Voyageur Fund shares, followed by the
distribution of Voyageur Fund shares to Great Hall Fund shareholders in exchange
for all of their Great Hall Fund shares in complete liquidation of Great Hall
Fund, all pursuant to the Plan, will constitute a reorganization within the
meaning of Section 368(a)(1)(F) of the Code, and that Great Hall Fund and
Voyageur Fund will each be a party to the reorganization within the meaning of
Section 368(b) of the Code.
On the basis of the foregoing opinion that the Reorganization will
constitute a reorganization within the meaning of Section 368 of the Code, it is
our opinion that:
(i) The Great Hall Fund shareholders will recognize no income, gain or
loss upon receipt, pursuant to the Reorganization, of Voyageur Fund
shares. Great Hall Fund shareholders subject to taxation will
recognize income upon receipt of any net investment income or net
capital gains of Great Hall Fund distributed by Great Hall Fund prior
to the Effective Time of the Reorganization;
(ii) The tax basis of Voyageur Fund shares received by each Great Hall Fund
shareholder pursuant to the Reorganization will be equal to the tax
basis of Great Hall Fund shares exchanged therefor;
(iii) The holding period of Voyageur Fund shares received by each Great
Hall Fund shareholder pursuant to the Reorganization will include the
period during which the Great Hall Fund shareholder held Great Hall
Fund shares exchanged therefor, provided that Great Hall Fund shares
were held as a capital asset at the Effective Time;
(iv) Great Hall Fund will recognize no income, gain or loss by reason of
the Reorganization;
(v) Voyageur Fund will recognize no income, gain or loss by reason of the
Reorganization;
(vi) The tax basis of the assets received by Voyageur Fund pursuant to the
Reorganization will be the same as the basis of those assets in the
hands of Great Hall Fund as of the Effective Time;
(vii) The holding period of the assets received by Voyageur Fund pursuant
to the Reorganization will include the period during which such assets
were held by Great Hall Fund; and
(viii) Voyageur Fund will succeed to and take into account the earnings and
profits, or deficit in earning and profits, of Great Hall Fund as of
the Effective Time.
We consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form N-14 and to the reference to
this firm under the caption "Information About the Reorganization -- Federal
Income Tax Consequences" in the Prospectus/Proxy Statement included in Part A of
said Registration Statement.
Very truly yours,
/s/Dorsey & Whitney
