As filed with the Securities and Exchange Commission on December 31, 1996
Securities Act File No. 333- 10873
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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 NEW YORK TAX FREE FUND)
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
Incorporated by reference to Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A, File Nos. 33-63238 and
811-7742, filed on April 30, 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 J dated August 19, 1996, filed as
an Exhibit to Form N-14 on August 27, 1996, File No. 333-10873 and 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.
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 August
27, 1996, File No. 333-10873, 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 August
27, 1996, File No. 333- 10873, 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 August
27, 1996, File No. 333-10873, 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 August 27, 1996, File No.
333-10873, and incorporated herein by reference.
14.2 Consent of KPMG Peat Marwick LLP, independent auditors to Fortis
Tax-Free Portfolios, Inc. filed as Exhibit to Form No-14 on August 27,
1996, File No. 333-10873, 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 August 27, 1996, File No. 333-10873, and incorporated herein
by reference.
17.1 Rule 24f-2 Election of Registrant filed as an Exhibit to
Post-Effective Amendment No. 7 and Amendment No. 8 to Form N-1A on
March 1, 1996, File Nos. 33-63238 and 811-7742, respectively, and
incorporated herein by reference.
17.2 Form of Class A share proxy card filed as an Exhibit to Form N-14 on
August 27, 1996, File No. 333-10873, and incorporated herein by
reference.
17.3 Form of Class B share proxy card filed as an Exhibit to Form N-14 on
August 27, 1996, File No. 333-10873, and incorporated herein by
reference.
17.4 Form of Class C share proxy card filed as an Exhibit to Form N-14 on
August 27, 1996, File No. 333-10873, and incorporated herein by
reference.
17.5 Form of Class E share proxy card filed as an Exhibit to Form N-14 on
August 27, 1996, File No. 333-10873, and incorporated herein by
reference.
17.6 Form of Class H share proxy card filed as an Exhibit to Form N-14 on
August 27, 1996, File No. 333-10873, 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 15, 1996
Voyageur Mutual Funds, Inc.
90 South Seventh Street
Suite 4400
Minneapolis, Minnesota 55402
Fortis Tax-Free Portfolios, Inc.
500 Bielenberg Drive
Woodbury, Minnesota 55125
Ladies and Gentlemen:
We have acted as counsel to Voyageur Mutual Funds, Inc. ("Voyageur") in
connection with the proposed acquisition of all or substantially all of the
assets and all identified and stated liabilities of New York Portfolio ("Fortis
Fund"), a separately managed series of Fortis Tax-Free Portfolios, Inc.
("Fortis"), by Voyageur New York Tax Free Fund ("Voyageur Fund"), a separately
managed series of Voyageur, pursuant to an Agreement and Plan of Reorganization
dated as of October 1, 1996, by and between Voyageur and Fortis (the "Plan").
You have asked for our opinion concerning certain federal income tax
consequences of the exchange of Voyageur Fund shares for Fortis Fund assets and
the distribution of such shares to Fortis Fund shareholders upon liquidation of
Fortis 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 August 27, 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 Voyageur Fund's Class A shares to
be issued (including fractional shares, if any) in exchange for the assets and
liabilities of Fortis Fund which are allocable collectively to Fortis Fund's
Class A and Class E shares shall have an aggregate net asset value equal to the
sum of the aggregate net asset value of Fortis Fund's Class A and Class E Shares
immediately prior to the Effective Time. The total number of Voyageur Fund's
Class B shares to be issued (including fractional shares, if any) in exchange
for the assets and liabilities of Fortis Fund which are allocable collectively
to Fortis Fund's Class B and Class H shares shall have an aggregate net asset
value equal to the sum of the aggregate net asset value of Fortis Fund's Class B
and Class H Shares immediately prior to the Effective Time. The total number of
Voyageur Fund's Class C shares to be issued (including fractional shares, if
any) in exchange for the assets and liabilities of Fortis Fund which are
allocable collectively to Fortis Fund's Class C shares shall have an aggregate
net asset value equal to the sum of the aggregate net asset value of Fortis
Fund's Class C shares immediately prior to the Effective Time. Immediately after
the Effective Time, Fortis Fund shall distribute to Fortis Fund Shareholders of
the respective classes in a pro rata liquidation of Fortis Fund (based upon the
ratio that the number of Fortis Fund shares of the respective classes owned by
each Fortis Fund shareholder immediately prior to the Effective Time bears to
the total number of issued and outstanding Fortis Fund shares of such class
immediately prior to the Effective Time) the full and fractional Voyageur Fund
shares received by Fortis Fund.
The acquisition of all or substantially all of the assets and all
identified and stated liabilities of Fortis Fund by Voyageur Fund is being
undertaken because the Board of Directors of Fortis has determined that the
Reorganization will provide certain benefits to and is in the best interests of
Fortis Fund and its shareholders. In approving the Reorganization, the Board
considered, among other things, the following factors:
(i) PORTFOLIO MANAGEMENT. Voyageur Fund Managers, Inc. ("VFM"), which acts
as the investment advisor 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 along with its affiliates
approximately $11.5 billion in assets. Of the closed-end and open-end funds
under management, 32 are "single state" funds. Thus, Fortis Fund fits well
within VFM's area of expertise.
(ii) EXPENSE RATIOS. Assuming VFM's voluntary undertaking to limit Voyageur
Fund expenses for the fiscal years ending December 31, 1996 and December 31,
1997 to 1.00% of average daily net assets for Class A shares and 1.75% of
average daily net assets for Class B and Class C shares, most Fortis Fund
shareholders will be subject to lower overall expense levels as shareholders of
Voyageur Fund.
(iii) TERMS OF THE PLAN. The Board considered the terms and conditions of
the Plan, including that (i) the exchange of Fortis Fund shares for Voyageur
Fund shares will take place on a net asset value basis; and (ii) no sales charge
will be incurred by Fortis Fund shareholders in connection with their
acquisition of Voyageur Fund shares in the Reorganization.
(iv) EXPENSES OF THE REORGANIZATION. VFM will pay the costs incurred by the
Voyageur Fund and the Fortis Fund in connection with the Reorganization,
including the fees and expenses associated with the preparation and filing of a
registration statement for purposes of registering the Voyageur Fund shares to
be issued in the Reorganization, and the expenses of printing and mailing the
Prospectus/Proxy Statement and holding the Fortis Fund shareholder meeting
required to approve the Reorganization.
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 in a
Certificate dated November 15, 1996, representations made by Fortis in a
Certificate dated November 15, 1996, representations by VFM in a Certificate
dated November 15, 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 Fortis Fund of all or substantially all of its
assets and all of its identified and stated liabilities to Voyageur Fund in
exchange for Voyageur Fund shares, followed by the distribution of Voyageur Fund
shares to Fortis Fund shareholders in exchange for all of their Fortis Fund
shares in complete liquidation of Fortis Fund, all pursuant to the Plan, will
constitute a mere change in form qualifying as a reorganization within the
meaning of Section 368(a)(1)(F) of the Code, and that Fortis 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 holders of Fortis Fund shares will recognize no income, gain or
loss upon receipt, pursuant to the Reorganization, of Voyageur Fund
shares. Fortis Fund shareholders subject to taxation will recognize
income upon receipt of any net investment income or net capital gains
of Fortis Fund distributed by Fortis Fund prior to the Effective Time
of the Reorganization;
(ii) The tax basis of Voyageur Fund shares received by each holder of
Fortis Fund shares pursuant to the Reorganization will be equal to the
tax basis of Fortis Fund shares exchanged therefor;
(iii)The holding period of Voyageur Fund shares received by each Fortis
Fund shareholder pursuant to the Reorganization will include the
period during which the holder held Fortis Fund shares exchanged
therefor, provided that Fortis Fund shares were held as a capital
asset at the Effective Time;
(iv) Fortis 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 Fortis 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 Fortis Fund; and
(viii) Voyageur Fund will succeed to and take into account the earnings and
profits, or deficit in earning and profits, of Fortis 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 & Whiteney LLP
