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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 30, 1996
File Nos. 33-75112
811-8350
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No.
Post-Effective Amendment No. 3
and/or
REGISTRATIONSTATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No.5
(Check appropriate box or boxes.)
VOYAGEUR INVESTMENT TRUST II
(Exact Name of Registrant as Specified in Charter)
90 SOUTH SEVENTH STREET, SUITE 4400, MINNEAPOLIS, MINNESOTA 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 376-7000
(Registrant's Telephone Number, including Area Code)
THOMAS J. ABOOD
90 SOUTH SEVENTH STREET, SUITE 4400, MINNEAPOLIS, MINNESOTA 55402
(Name and Address of Agent for Service)
Copy to:
MICHAEL J. RADMER, ESQ.
DORSEY & WHITNEY LLP
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
It is proposed that this filing will become effective (check appropriate box):
/X/ immediately upon filing pursuant to paragraph (b) of Rule 485
on (specify date) pursuant to paragraph (b) of Rule 485
on (specify date) pursuant to paragraph (b)(1)(v) of Rule 485
75 days after filing pursuant to paragraph (a) of Rule 485
on (specify date) pursuant to paragraph (a) of Rule 485
The Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. A Rule 24f-2 Notice was filed by the Registrant on or about
February 23, 1996.
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<TABLE>
<CAPTION>
CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A
ITEM NO.
OF FORM N-1A CAPTION IN PROSPECTUS
------------ ---------------------
<S> <C>
1 Cover Page
2 Fees and Expenses
3 Financial Highlights
4 The Funds; Investment Objectives and Policies; Investment
Restrictions; General Information
5 Management; General Information
6 Distributions to Shareholders and Taxes; General Information
7 How to Purchase Shares; Management; Determination of Net Asset
Value; Exchange Privilege
8 How to Sell Shares; Reinstatement Privilege
9 Not Applicable
CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------
10 Cover Page
11 Table of Contents
12 Not Applicable
13 Investment Policies and Restrictions; Special Factors Affecting
the Funds
14 Board Members and Executive Officers of the Funds
15 Board Members and Executive Officers of the Funds; Additional
Information
16 Board Members and Executive Officers of the Funds; The Investment
Adviser and Underwriter
17 The Investment Adviser and Underwriter
18 Not Applicable
19 Special Purchase Plans; Monthly Cash Withdrawal Plan; Net Asset
Value and Public Offering Price
20 Taxes
21 The Investment Adviser and Underwriter
22 Calculation of Performance Data
23 Additional Information
</TABLE>
Incorporation by Reference
and
Explanatory Note
Part A (Prospectus), Part B (Statement of Additional Information) and Part
C (Other Information) of this Registration Statement are hereby incorporated by
reference from Post-Effective Amendment No. 7 to the Registration Statement of
Voyageur Mutual Funds, Inc. (File Nos. 33-63238 and 811-7742) filed on April 30,
1996. Such Part A and Part B and Part C combines seven Registrants (each of
which offers its shares in one or more series): two series of Voyageur Tax Free
Funds, Inc., five series of Voyageur Intermediate Tax Free Funds, Inc., four
series of Voyageur Insured Funds, Inc., nine series of Voyageur Investment
Trust, one series of Voyageur Investment Trust II, six series of Voyageur Mutual
Funds, Inc. and one series of Voyageur Mutual Funds II, Inc.
A separate Registration Statement, each of which contains or incorporates
by reference the aforementioned combined Part A and Part B and includes its own
Part C, is being filed for each Registrant; however, this Registration Statement
contains only those exhibits which relate to Voyageur Investment Trust II.
PART C
VOYAGEUR INVESTMENT TRUST II
(VOYAGEUR FLORIDA LIMITED TERM TAX FREE FUND)
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS:
Included in Part A:
1. Fees and Expenses
2. Financial Highlights
Included in Part B: None
(b) EXHIBITS
1. Agreement and Declaration of Trust dated October 18, 1993, filed as an
Exhibit hereto.
2. Bylaws of Voyageur Investment Trust II, filed as an Exhibit hereto.
3. Voting Trust Agreement. Not Applicable
4. Specimen Security, for a company formed under the Laws of the
Commonwealth of Massachusetts, filed as an Exhibit hereto.
5. Investment Advisory Agreement dated May 2, 1994, filed as an Exhibit
hereto.
6.1 Distribution Agreement dated March 1, 1995, filed as an Exhibit
hereto.
6.2 Form of Dealer Sales Agreement, filed as an Exhibit hereto.
6.3 Form of Bank Agreement, filed as an Exhibit hereto.
7. Bonus, Profit Sharing, or Pension Plans. None.
8. Custodian Agreement dated May 2, 1994, and attached, filed as an
Exhibit hereto.
9. Administrative Services Agreement dated October 27, 1994, filed as an
Exhibit hereto.
10. Opinion and Consent of Goodwin, Proctor & Hoar, filed as an Exhibit to
Pre- Effective Amendment No. 1 to Form N-1A on April 20, 1994, File
No.33-75112, and incorporated herein by reference.
11. Consent of KPMG Peat Marwick, dated April 26, 1996, filed as an
Exhibit hereto.
12. Financial Statements contained in the Annual Report to Shareholders
for fiscal year end December 31, 1995, filed pursuant to Rule 30d-1 of
the Investment Company Act of 1940, incorporated herein by reference.
13. Letter of Investment Intent, filed as an Exhibit to Pre-Effective
Amendment No. 1 to Form N-1A on April 20, 1994, File No. 33-75112, and
incorporated herein by reference.
14. Copy of prototype defined contribution plan. Not Applicable.
15. Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940
filed as an Exhibit hereto.
16. Schedule for Computation of Performance Data - Voyageur Florida
Limited Term Tax Free Fund, Class A, B, and C Shares, filed as an
Exhibit hereto.
17.1 Power of Attorney, dated January 24,1995, filed as an Exhibit hereto.
17.2 Financial Data Schedule, Voyageur Florida Limited Term Tax Free Fund
filed hereto electronically as Exhibit 27.1 pursuant to Rule 401 of
Regulation S-T.
18. Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940,
dated December 29, 1995 filed as an Exhibit hereto.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Voyageur serves as investment manager to the following closed-end and
open-end management investment companies:
CLOSED-END INVESTMENT COMPANIES
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.
OPEN-END INVESTMENT COMPANIES AND SERIES THEREOF
Voyageur Funds, Inc.
Voyageur U.S. Government Securities Fund
Voyageur Financial Institutions Short Duration Portfolio
Voyageur Financial Institutions Intermediate Duration
Portfolio
Voyageur Financial Institutions Core Portfolio
Voyageur Insured Funds, Inc.
Voyageur Minnesota Insured Fund
Voyageur Arizona Insured Tax Free Fund
Voyageur National Insured Tax Free Fund
Voyageur Colorado Insured Tax Free Fund
Voyageur Intermediate Tax Free Funds, Inc.
Voyageur Minnesota Limited Term Tax Free Fund
Voyageur National Limited Term Tax Free Fund
Voyageur Arizona Limited Term Tax Free Fund
Voyageur Colorado Limited Term Tax Free Fund
Voyageur California Limited Term Tax Free Fund
Voyageur Investment Trust
Voyageur California Insured Tax Free Fund
Voyageur Florida Insured Tax Free Fund
Voyageur Kansas Tax Free Fund
Voyageur Missouri Insured Tax Free Fund
Voyageur New Mexico Tax Free Fund
Voyageur Oregon Insured Tax Free Fund
Voyageur Utah Tax Free Fund
Voyageur Washington Insured Tax Free Fund
Voyageur Florida Tax Free Fund
Voyageur Investment Trust II
Voyageur Florida Limited Term Tax Free Fund
Voyageur Tax Free Funds, Inc.
Voyageur Minnesota Tax Free Fund
Voyageur North Dakota Tax Free Fund
Voyageur Mutual Funds, Inc.
Voyageur Iowa Tax Free Fund
Voyageur Wisconsin Tax Free Fund
Voyageur Idaho Tax Free Fund
Voyageur Arizona Tax Free Fund
Voyageur California Tax Free Fund
Voyageur National Tax Free Fund
Voyageur Mutual Funds II, Inc.
Voyageur Colorado Tax Free Fund
Voyageur Mutual Funds III , Inc.
Voyageur Growth Stock Fund
Voyageur International Equity Fund
Voyageur Aggressive Growth Fund
Voyageur Growth and Income Fund
VAM Institutional Funds, Inc.
Short Government Agency Fund
Intermediate Government Agency Fund
Government Mortgage Fund
Short Duration Total Return Fund
Intermediate Duration Total Return Fund
Intermediate Municipal Fund
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The following sets forth the number of holders of shares of each class and
series (then in existence) of each Registrant as of March 31, 1996.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
COMMON COMMON COMMON
NAME OF FUND SHARES SHARES SHARES
------------ ------ ------ ------
<S> <C> <C> <C>
Voyageur Minnesota Insured Fund 8,132 142 146
Voyageur Arizona Insured Tax Free Fund 5,259 44 17
Voyageur National Insured Tax Free Fund 866 46 3
Voyageur Minnesota Limited Term Tax Free Fund 1,867 6 39
Voyageur National Limited Term Tax Free Fund 4 1 **
Voyageur Florida Insured Tax Free Fund 6,460 88 **
Voyageur California Insured Tax Free Fund 794 137 2
Voyageur Missouri Insured Tax Free Fund 1,699 245 3
Voyageur Oregon Insured Tax Free Fund 650 117 6
Voyageur Washington Insured Tax Free Fund 69 2 1
Voyageur Kansas Tax Free Fund 338 38 3
Voyageur New Mexico Tax Free Fund 557 20 **
Voyageur Utah Tax Free Fund 130 4 **
Voyageur Florida Tax Free Fund 88 10 **
Voyageur Florida Limited Term Tax Free Fund 17 1 1
Voyageur Minnesota Tax Free Fund 12,299 134 150
Voyageur North Dakota Tax Free Fund 1,175 36 3
Voyageur Iowa Tax Free Fund 2,166 24 27
Voyageur Wisconsin Tax Free Fund 1,003 24 9
Voyageur Idaho Tax Free Fund 576 97 33
Voyageur California Tax Free Fund 23 2 **
Voyageur Arizona Tax Free Fund 96 45 3
Voyageur National Tax Free Fund 31 5 3
Voyageur Colorado Tax Free Fund 10,376 73 65
** Not in existence
</TABLE>
ITEM 27. INDEMNIFICATION
(a) Voyageur Investment Trust and Voyageur Investment Trust II:
Article VIII of each Registrant's Agreement and Declaration of Trust
provides in effect that the Registrant will indemnify its officers and Trustees
under certain circumstances. However, in accordance with Section 17(h) and 17(i)
of the Investment Company Act of 1940, as amended (the "1940 Act"), and its own
terms, said Agreement and Declaration of Trust does not protect any person
against any liability to the Registrant or its shareholders to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
or her office.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Trustees, officers, and controlling persons of each
Registrant pursuant to the foregoing provisions (or otherwise), the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
No indemnification will be made in violation of the 1940 Act and the rules,
regulations and releases thereunder.
(b) All corporate registrants:
The Articles of Incorporation and Bylaws of each Registrant provide that
the Registrant shall indemnify such persons, for such expenses and liabilities,
in such manner, under such circumstances, and to the full extent permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended,
provided that no such indemnification may be made if it would be in violation of
Section 17(h) of the Investment Company Act of 1940, as now enacted or hereafter
amended. Section 302A.521 of the Minnesota Statutes, as now enacted, provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding against judgments, penalties, fines, settlements and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding, if, with respect to the acts or
omissions of the person complained of in the proceeding, the person: (i) has not
been indemnified by another organization for the same judgments, penalties,
fines, settlements and reasonable expenses incurred by the person in connection
with the proceeding with respect to the same acts or omissions; (ii) acted in
good faith; (iii) received no improper personal benefit; (iv) complied with the
Minnesota Statute dealing with directors' conflicts of interest, if applicable;
(v) in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (vi) reasonably believed that the conduct was in the
best interests of the corporation or, in certain circumstances, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of each
Registrant pursuant to the foregoing provisions (or otherwise), the Registrants
have been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a Registrant
of expenses incurred or paid by a director, officer or controlling person of a
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
No indemnification will be made in violation of the 1940 Act and the rules,
regulations and releases thereunder.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The name and principal occupations(s) during the past two fiscal years of
each director and the executive officer of the Adviser are set forth below. The
business address of each is 90 South SeventhStreet, Suite 4400, Minneapolis,
Minnesota 55402.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH ADVISER PRINCIPAL OCCUPATION(S)
- ---------------- --------------------- -----------------------
<S> <C> <C>
Michael E. Dougherty Chairman Chairman of the Board, President and Chief
Executive Officer of Dougherty Financial
Group, Inc. ("DFG") and Chairman of
Voyageur, the Underwriter and Dougherty
Dawkins, Inc.
John G. Taft President and Director See biographical information in Part B of the
Registration Statement.
Jane M. Wyatt Director and Chief See biographical information in Part B of the
Investment Officer Registration Statement.
Edward J. Kohler Director and Executive Director and Executive Vice President of the Adviser
Vice President and Director of the Underwriter since 1995;
previously, President and Director of Piper Capital
Management Incorporated from 1985 to 1995.
Frank C. Tonnemaker Director and Executive Director of Voyageur and the Underwriter
Vice President since 1993; Executive Vice President of
Voyageur since 1994; Vice President of
Voyageur from 1990 to 1994.
Thomas J. Abood General Counsel See biographical information in Part B of the
Registration Statement.
Kenneth R. Larsen Treasurer See biographical information in Part B of the
Registration Statement.
Steven B. Johansen Secretary and Chief Secretary of DFG, the Underwriter and
Financial Officer Dougherty Dawkins, Incorporated ("DDI");
Chief Financial Officer of DFG, the
Underwriter and DDI since 1995; previously,
Treasurer of DFG and DDI from 1990 to 1995
</TABLE>
Information on the business of Registrants' Adviser is contained in the
section of the Prospectus entitled "Management" and in the section of the
Statement of Additional Information entitled "The Investment Adviser and
Underwriter" filed as part of this Registration
Statement.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Voyageur Fund Distributors, Inc., the underwriter of each Registrant's
shares, is principal underwriter for the shares of Voyageur Tax Free Funds,
Inc., Voyageur Insured Funds, Inc., Voyageur Intermediate Tax Free Funds, Inc.,
Voyageur Investment Trust, Voyageur Investment Trust II, Voyageur Mutual Funds,
Inc., Voyageur Mutual Funds II, Inc., Voyageur Mutual Funds III, Inc. and VAM
Institutional Funds, Inc., affiliated open-end management investment companies.
(b) The directors of the Underwriter are the same as the directors of the
Adviser as set forth above in Item 28. The executive officers of the Underwriter
and the positions of these individuals with respect to each Registrant are:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH REGISTRANTS WITH UNDERWRITER
- ---- ---------------- ----------------
<S> <C> <C>
Michael E. Dougherty Chairman None
Frank C. Tonnemaker President & Director None
John G. Taft President & Director President
Jane M. Wyatt Director Executive Vice President
Steven B. Johansen Secretary None
Kenneth R. Larsen Treasurer Treasurer
Thomas J. Abood General Counsel Secretary
</TABLE>
The address of each of the executive officers is 90 South Seventh Street, Suite
4400, Minneapolis, Minnesota 55402.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The custodian for each Registrant is Norwest Bank Minnesota, N.A., Sixth
Street & Marquette Avenue, Minneapolis, Minnesota 55402. The dividend
disbursing, administrative and accounting services agent of each Registrant is
Voyageur Fund Managers, Inc. The address of Voyageur Fund Managers, Inc. and
each Registrant is 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota
55402.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Each recipient of a prospectus of any series of any Registrant may
request the latest Annual Report of such series, and such Annual Report will be
furnished by such Registrant without charge.
NOTICE
Copies of the Agreement and Declaration of Trust for each of Voyageur
Investment Trust and Voyageur Investment Trust II are on file with the Secretary
of State of the Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of each such Registrant by an officer of
the Registrant as an officer and not individually and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis and State of
Minnesota on the /s/30th day of April 1996.
VOYAGEUR INVESTMENT TRUST II
By /s/John G. Taft
--------------------------
John G. Taft, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
/s/John G. Taft President (Principal April /s/30, 1996
- --------------------- Executive Officer)
John G. Taft
/s/Kenneth R. Larsen Treasurer (Princiapl April /s/30, 1996
- -------------------- Financial and Accounting
Kenneth R. Larsen Officer)
James W. Nelson* Director
Clarence G. Frame* Director
Robert J. Odegard* Director
Richard F. McNamara* Director
Thomas F. Madison * Director
* /s/Thomas J. Abood Attorney-in-Fact April /s/30, 1996
- --------------------
Thomas J. Abood
VOYAGEUR INVESTMENT TRUST II
October 18, 1993
AGREEMENT AND DECLARATION OF TRUST
1993 Goodwin, Procter & Hoar
All Rights Reserved
<TABLE>
<CAPTION>
MASTER TRUST AGREEMENT
PAGE
<S> <C>
ARTICLE I. NAME AND DEFINITIONS............................................................................1
Section 1.1 Name and Principal Office.......................................................................1
Section 1.2 Definitions.....................................................................................1
(a) "By-Laws"..............................................................................1
(b) "class"................................................................................1
(d) "Declaration of Trust".................................................................2
(e) "1940 Act".............................................................................2
(f) "Shareholder"..........................................................................2
(g) "Shares"...............................................................................2
(h) "Sub-Trust" or "Series"................................................................2
(i) "Trust"................................................................................2
(j) "Trustees".............................................................................2
ARTICLE II. PURPOSE OF TRUST................................................................................2
ARTICLE III. THE TRUSTEES....................................................................................2
Section 3.1 Number, Designation, Election, Term, etc........................................................2
(a) Trustees...............................................................................2
(b) Number.................................................................................2
(c) Election and Term......................................................................3
(d) Resignation and Retirement.............................................................3
(e) Removal................................................................................3
(f) Vacancies..............................................................................3
(g) Effect of Death, Resignation, etc......................................................3
(h) No Accounting..........................................................................4
Section 3.2 Powers of Trustees..............................................................................4
(a) Investments............................................................................5
(b) Disposition of Assets..................................................................5
(c) Ownership Powers.......................................................................5
(d) Subscription...........................................................................5
(e) Form of Holding........................................................................5
(f) Reorganization, etc....................................................................5
(g) Voting Trusts, etc.....................................................................5
(h) Compromise.............................................................................6
(i) Partnerships, etc......................................................................6
(j) Borrowing and Security.................................................................6
(k) Guarantees, etc........................................................................6
(l) Insurance..............................................................................6
(m) Pensions, etc..........................................................................6
(n) Distribution Plans.....................................................................6
Section 3.3 Certain Contracts...............................................................................7
(a) Advisor................................................................................7
(b) Administration.........................................................................7
(c) Distribution...........................................................................7
(d) Custodian and Depository...............................................................7
(e) Transfer and Dividend Disbursing Agency................................................7
(f) Shareholder Servicing..................................................................7
(g) Accounting.............................................................................8
Section 3.4 Payment of Trust Expenses and Compensation of Trustees..........................................8
Section 3.5 Ownership of Assets of the Trust................................................................9
Section 3.6 Action by Trustees..............................................................................9
ARTICLE IV. SHARES..........................................................................................9
Section 4.1 Description of Shares...........................................................................9
Section 4.2 Establishment and Designation of Sub-Trusts and Classes........................................11
(a) Assets Belonging to Sub-Trusts........................................................11
(b) Liabilities Belonging to Sub-Trusts...................................................12
(c) Dividends.............................................................................12
(d) Liquidation...........................................................................13
(e) Voting................................................................................13
(f) Redemption by Shareholder.............................................................13
(g) Redemption by Trust...................................................................14
(h) Net Asset Value.......................................................................14
(i) Transfer..............................................................................15
(j) Equality..............................................................................15
(k) Fractions.............................................................................15
(l) Conversion Rights.....................................................................15
(m) Class Differences.....................................................................15
Section 4.3 Ownership of Shares............................................................................15
Section 4.4 Investments in the Trust.......................................................................16
Section 4.5 No Pre-emptive Rights..........................................................................16
Section 4.6 Status of Shares and Limitation of Personal Liability..........................................16
Section 4.7 No Appraisal Rights............................................................................16
ARTICLE V. SHAREHOLDERS' VOTING POWERS AND MEETINGS.......................................................16
Section 5.1 Voting Powers..................................................................................16
Section 5.2 Meetings.......................................................................................17
Section 5.3 Record Dates...................................................................................17
Section 5.4 Quorum and Required Vote.......................................................................18
Section 5.5 Action by Written Consent......................................................................18
Section 5.6 Inspection of Records..........................................................................18
Section 5.7 Additional Provisions..........................................................................18
Section 5.8 Shareholder Communications.....................................................................18
ARTICLE VI. LIMITATION OF LIABILITY; INDEMNIFICATION.......................................................19
Section 6.1 Trustees, Shareholders, etc. Not Personally Liable; Notice.....................................19
Section 6.2 Trustee's Good Faith Action; Expert Advice; No Bond or Surety..................................20
Section 6.3 Indemnification of Shareholders................................................................20
Section 6.4 Indemnification of Trustees, Officers, etc.....................................................20
Section 6.6 Indemnification Not Exclusive, etc.............................................................21
Section 6.7 Liability of Third Persons Dealing with Trustees...............................................22
ARTICLE VII. MISCELLANEOUS..................................................................................22
Section 7.1 Duration and Termination of Trust..............................................................22
Section 7.2 Reorganization.................................................................................22
Section 7.3 Amendments.....................................................................................23
Section 7.5 Applicable Law.................................................................................24
Section 7.6 Resident Agent.................................................................................24
</TABLE>
MASTER TRUST AGREEMENT
AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this 18th
day of October, 1993, by the Trustees hereunder, and by the holders of shares of
beneficial interest to be issued hereunder as hereinafter provided.
WITNESSETH
WHEREAS this Trust has been formed to carry on the business of an
investment company; and
WHEREAS this Trust is authorized to issue its shares of beneficial interest
in separate series, each separate series to be a Sub-Trust hereunder, and to
issue classes of Shares of any Sub-Trust or divide Shares of any Sub-Trust into
two or more classes, all in accordance with the provisions hereinafter set
forth; and
WHEREAS the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts business trust in accordance with the
provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of shares of beneficial interest in this Trust and the Sub-Trusts created
hereunder as hereinafter set forth.
ARTICLE I - NAME AND DEFINITIONS
Section 1.1 NAME AND PRINCIPAL OFFICE. This Trust shall be known as
"Voyageur Investment Trust II" and the Trustees shall conduct the business of
the Trust under that name or any other name or names as they may from time to
time determine. The principal office of the Trust shall be located at 90 South
Seventh Street, Minneapolis, MN 55402 or at such other location as the Trustees
may from time to time determine.
Section 1.2 DEFINITIONS. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "By-Laws" shall mean the By-Laws of the Trust as amended from time to
time;
(b) "Class" refers to any class of Shares of any Series or Sub-Trust
established and designated under or in accordance with the provisions of Article
IV;
(c) "Commission" shall have the meaning given it in the 1940 Act;
(d) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust as amended or restated from time to time;
(e) "1940 Act" refers to the Investment Company Act of 1940 and the Rules
and Regulations thereunder, all as amended from time to time;
(f) "Shareholder" means a record owner of Shares;
(g) "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust and each Sub-Trust of the Trust and/or any
class of any Sub-Trust (as the context may require) shall be divided from time
to time;
(h) "Sub-Trust" or "Series" refers to a series of Shares established and
designated under or in accordance with the provisions of Article IV;
(i) "Trust" refers to the Massachusetts business trust established by this
Declaration of Trust, as amended from time to time, inclusive of each and every
Sub-Trust established hereunder; and
(j) "Trustees" refers to the Trustees of the Trust and of each Sub-Trust
hereunder named herein or elected in accordance with Article III.
ARTICLE II - PURPOSE OF TRUST
The purpose of the Trust is to operate as an investment company and to
offer Shareholders of the Trust and each Sub-Trust of the Trust one or more
investment programs primarily in securities and debt instruments.
ARTICLE III - THE TRUSTEES
Section 3.1 NUMBER, DESIGNATION, ELECTION, TERM, ETC.
(a) TRUSTEES. The initial Trustees hereof and of each Sub-Trust hereunder
shall be Kenneth E. Dawkins, Harley L. Danforth, Clarence G. Frame, James W.
Nelson and Robert J. Odegard.
(b) NUMBER. The Trustees serving as such, whether named above or hereafter
becoming Trustees, may increase or decrease the number of Trustees to a number
other than the number theretofore determined. No decrease in the number of
Trustees shall have the effect of removing any Trustee from office prior to the
expiration of his term, but the number of Trustees may be decreased in
conjunction with the removal of a Trustee pursuant to subsection (e) of this
Section 3.1.
(c) ELECTION AND TERM. The Trustees shall be elected by the Shareholders of
the Trust at the first meeting of the Shareholders following the initial public
offering of shares of the Trust. Each Trustee, whether named above or hereafter
becoming a Trustee, shall serve as a Trustee of the Trust and of each Sub-Trust
hereunder during the lifetime of this Trust and until its termination as
hereinafter provided except as such Trustee sooner dies, resigns, retires or is
removed. Subject to Section 16(a) of the 1940 Act, the Trustees may elect their
own successors and may, pursuant to Section 3.1(f) hereof, appoint Trustees to
fill vacancies.
(d) RESIGNATION AND RETIREMENT. Any Trustee may resign his trust or retire
as a Trustee, by written instrument signed by him and delivered to the other
Trustees or to any officer of the Trust, and such resignation or retirement
shall take effect upon such delivery or upon such later date as is specified in
such instrument and shall be effective as to the Trust and each Sub-Trust
hereunder.
(e) REMOVAL. Any Trustee may be removed with or without cause at any time:
(i) by written instrument, signed by at least two-thirds of the number of
Trustees in office immediately prior to such removal, specifying the date upon
which such removal shall become effective; or (ii) by vote of Shareholders
holding not less than two-thirds of the Shares then outstanding, cast in person
or by proxy at any meeting called for the purpose; or (iii) by a written
declaration signed by Shareholders holding not less than two-thirds of the
Shares then outstanding and filed with the Trust's custodian. Any such removal
shall be effective as to the Trust and each Sub-Trust hereunder.
(f) VACANCIES. Any vacancy or anticipated vacancy resulting rom any reason,
including without limitation the death, resignation, retirement, removal or
incapacity of any of the Trustees, or resulting from an increase in the number
of Trustees by the other Trustees may (but so long as there are at least two
remaining Trustees, need not unless required by the 1940 Act) be filled by a
majority of the remaining Trustees, subject to the provisions of Section 16(a)
of the 1940 Act, through the appointment in writing of such other person as such
remaining Trustees in their discretion shall determine and such appointment
shall be effective upon the written acceptance of the person named therein to
serve as a Trustee and agreement by such person to be bound by the provisions of
this Declaration of Trust, except that any such appointment in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in number of
Trustees to be effective at a later date shall become effective only at or after
the effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee so appointed shall have accepted such
appointment and shall have agreed in writing to be bound by this Declaration of
Trust and the appointment is effective, the Trust estate shall vest in the new
Trustee, together with the continuing Trustees, without any further act or
conveyance.
(g) EFFECT OF DEATH, RESIGNATION, ETC. The death, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall not operate to
annul or terminate the Trust or any Sub-Trust hereunder or to revoke or
terminate any existing agency or contract created or entered into pursuant to
the terms of this Declaration of Trust.
(h) NO ACCOUNTING. Except to the extent required by the 1940 Act or un er
circumstances which would justify his removal for cause, no person ceasing to be
a Trustee as a result of his death, resignation, retirement, removal or
incapacity (nor the estate of any such person) shall be required to make an
accounting to the Shareholders or remaining Trustees upon such cessation.
Section 3.2 POWERS OF TRUSTEES. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility and the purpose of the Trust, The Trustees in all instances
shall act as principals, and are and shall be free from the control of the
Shareholders, The Trustees shall have full power and authority to do any and all
acts and to make and execute any and all contracts and instruments that they may
consider necessary or appropriate in connection with the management of the
Trust. The Trustees shall not be bound or limited by present or future laws or
customs with regard to investment by trustees or fiduciaries, but shall have
full authority and absolute power and control over the assets of the Trust and
the business of the Trust to the same extent as if the Trustees were the sole
owners of the assets of the Trust and the business in their own right, including
such authority, power and control to do all acts and things as they, in their
uncontrolled discretion, shall deem proper to accomplish the purposes of this
Trust. Without limiting the foregoing, the Trustees may adopt By-Laws not
inconsistent with this Declaration of Trust providing for the conduct of the
business and affairs of the Trust and may amend and repeal them to the extent
that such By-Laws do not reserve that right to the Shareholders; they may sue or
be sued in the name of the Trust; they may from time to time in accordance with
the provisions of Section 4.1 hereof establish Sub-Trusts, each such Sub-Trust
to operate as a separate and distinct investment medium and with separately
defined investment objectives and policies and distinct investment purposes;
they may from time to time in accordance with the provisions of Section 4.1
hereof establish classes of Shares of any Series or Sub-Trust or divide the
Shares of any Series or Sub-Trust into classes; they may as they consider
appropriate elect and remove officers and appoint and terminate agents and
consultants and hire and terminate employees, any one or more of the foregoing
of whom may be a Trustee, and may provide for the compensation of all of the
foregoing; they may appoint from their own number, and terminate, any one or
more committees consisting of two or more Trustees, including without implied
limitation an executive committee, which may, when the Trustees are not in
session and subject to the 1940 Act, exercise some or all of the power and
authority of the Trustees as the Trustees may determine; in accordance with
Section 3.3 they may employ one or more advisers, administrators, depositories
and custodians and may authorize any depository or custodian to employ
subcustodians or agents and to deposit all or any part of such assets in a
system or systems for the central handling of securities and debt instruments,
retain transfer, dividend, accounting or Shareholder servicing agents or any of
the foregoing, provide for the distribution of Shares by the Trust through one
or more distributors, principal underwriters or otherwise, and set record dates
or times for the determination of Shareholders or various of them with respect
to various matters; they may compensate or provide for the compensation of the
Trustees, officers, advisers, administrators, custodians, other agents,
consultants and employees of the Trust or the Trustees on such terms as they
deem appropriate; and in general they may delegate to any officer of the Trust,
to any committee of the Trustees and to any employee, adviser, administrator,
distributor, depository, custodian, transfer and dividend disbursing agent, or
any other agent or consultant of the Trust such authority, powers, functions and
duties as they consider desirable or appropriate for the conduct of the business
and affairs of the Trust, including without implied limitation the power and
authority to act in the name of the Trust and any Sub-Trust and of the Trustees,
to sign documents and to act as attorney-in-fact for the Trustees.
Without limiting the foregoing and to the extent not inconsistent with the
1940 Act or other applicable law, the Trustees shall have power and authority
for and on behalf of the Trust and each separate Sub-Trust established
hereunder:
(a) INVESTMENTS. To invest and reinvest cash and other property, and to
hold cash or other property uninvested without in any event being bound or
limited by any present or future law or custom in regard to investments by
trustees;
(b) DISPOSITION OF ASSETS. To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the assets of the Trust;
(c) OWNERSHIP POWERS. To vote or give assent, or exercise any rights OF
ownership, with respect to stock or other securities, debt instruments or
property; and to execute and deliver proxies or powers of attorney to such
person or persons as the Trustees shall deem proper, granting to p such person
or persons such power and discretion with relation to securities, debt
instruments or property as the Trustees shall deem proper;
(d) SUBSCRIPTION. To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities or debt
instruments;
(e) FORM OF HOLDING. To hold any security, debt instrument or property in a
form not indicating any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the Trust or of any
Sub-Trust or in the name of a custodian, subcustodian or other depository or a
nominee or nominees or otherwise;
(f) REORGANIZATION, ETC. To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer, any
security or debt instrument of which is or was held in the Trust; to consent to
any contract, lease, mortgage, purchase or sale of property by such corporation
or issuer, and to pay calls or subscriptions with respect to any security or
debt instrument held in the Trust;
(g) VOTING TRUSTS, ETC. To join with other holders of any securities or
debt instruments in acting through a committee, depositary, voting trustee or
otherwise, and in that connection to deposit any security or debt instrument
with, or transfer any security or debt instrument to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security or debt instrument (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree to pay, and to pay,
such portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(h) COMPROMISE. To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any Sub-Trust or any matter in controversy,
including but not limited to claims for taxes;
(i) PARTNERSHIPS, ETC. To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(j) BORROWING AND SECURITY. To borrow funds and to mortgage and pledge the
assets of the Trust or any part thereof to secure obligations arising in
connection with such borrowing;
(k) GUARANTEES, ETC. To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or all such obligations;
(l) INSURANCE. To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, consultants, investment advisers, managers,
administrators, distributors, principal underwriters, or independent
contractors, or any thereof (or any person connected therewith), of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity, including any action taken or omitted that may be determined
to constitute negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and
(m) PENSIONS, ETC. To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees, officers,
employees and agents of the Trust.
(n) DISTRIBUTION PLANS. To adopt on behalf of the Trust or any Sub-Trust
with respect to any class thereof a plan of distribution and related agreements
thereto pursuant to the terms of Rule 12b-I of the 1940 Act and to make payments
from the assets of the Trust or the relevant Sub-Trust or Sub-Trusts pursuant to
said Rule 12b-I Plan.
Section 3.3 CERTAIN CONTRACTS. Subject to compliance with the provisions of
he 1940 Act, but notwithstanding any limitations of present and future law or
custom in regard to delegation of powers by trustees generally, the Trustees
may, at any time and from time to time and without limiting the generality of
their powers and authority otherwise set forth herein, enter into one or more
contracts with any one or more corporations, trusts, associations, partnerships,
limited partnerships, other type of organizations, or individuals (a
"Contracting Party"), to provide for the performance and assumption of some or
all of the following services, duties and responsibilities to, for or on behalf
of the Trust and/or any Sub-Trust, and/or the Trustees, and to provide for the
performance and assumption of such other services, duties and responsibilities
in addition to those set forth below as the Trustees may determine appropriate:
(a) ADVISOR. Subject to the general supervision of the Trustees and in
conformity with the stated policy of the Trustees with respect to the
investments of the Trust or of the assets belonging to any Sub-Trust of the
Trust (as that phrase is defined in subsection (a) of Section 4.2), to manage
such investments and assets, make investment decisions with respect thereto, and
to place purchase and sale orders for portfolio transactions relating to such
investments and assets;
(b) ADMINISTRATION. Subject to the general supervision of the Trustees and
in conformity with any policies of the Trustees with respect to the operations
of the Trust and each Sub-Trust (including each class thereof), to supervise all
or any part of the operations of the Trust and each Sub-Trust, and to provide
all or any part of the administrative and clerical personnel, office space and
office equipment and services appropriate for the efficient administration and
operations of the Trust and each Sub-Trust;
(c) Distribution. To distribute the Shares of the Trust and each Sub-Trust
(including any classes thereof), to be principal underwriter of such Shares,
and/or to act as agent of the Trust and each Sub-Trust in the sale of Shares and
the acceptance or rejection of orders for the purchase of Shares;
(d) CUSTODIAN AND DEPOSITORY. To act as depository for and to maintain
custody of the property of the Trust and each Sub-Trust and accounting records
in connection therewith;
(e) TRANSFER AND DIVIDEND DISBURSING AGENCY. To maintain records of the
ownership of outstanding Shares, the issuance and redemption and the transfer
thereof, and to disburse any dividends declared by the Trustees and in
accordance with the policies of the Trustees and/or the instructions of any
particular Shareholder to reinvest any such dividends;
(f) SHAREHOLDER SERVICING. To provide service with respect to the
relationship of the Trust and its Shareholders, records with respect to
Shareholders and their Shares, and similar matters; and
(g) ACCOUNTING. To handle all or any part of the accounting
responsibilities, whether with respect to the Trust's properties, Shareholders
or otherwise.
The same person may be the Contracting Party for some or all of the services,
duties and responsibilities to, for and of the Trust and/or the Trustees, and
the contracts with respect thereto may contain such terms interpretive of or in
addition to the delineation of the services, duties and responsibilities
provided for, including provisions that are not inconsistent with the 1940 Act
relating to the standard of duty of and the rights to indemnification of the
Contracting Party and others, as the Trustees may determine. Nothing herein
shall preclude, prevent or limit the Trust or a Contracting Party from entering
into sub-contractual arrangements relating to any of the matters referred to in
Sections 3.3(a) through (g) hereof.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
Contracting Party, or of or for any parent or affiliate of any Contracting
Party or that the Contracting Party or any parent or affiliate thereof is a
Shareholder or has an interest in the Trust or any Sub-Trust, or that
(ii) any Contracting Party may have a contract providing for the
rendering of any similar services to one or more other corporations,
trusts, associations, partnerships, limited partnerships or other
organizations, or have other business or interests,
shall not affect the validity of any contract for the performance and assumption
of services, duties and responsibilities to, for or of the Trust or any
Sub-Trust and/or the Trustees or disqualify any Shareholder, Trustee or officer
of the Trust from voting upon or executing the same or create any liability or
accountability to the Trust, any Sub-Trust or its Shareholders, provided that in
the case of any relationship or interest referred to in the preceding clause
(i)on the part of any Trustee or officer of the Trust either (x)the material
facts as to such relationship or interest have been disclosed to or are known by
the Trustees not having any such relationship or interest and the contract
involved is approved in good faith by a majority of such Trustees not having any
such relationship or interest (even though such unrelated or disinterested
Trustees are less than a quorum of all of the Trustees), (y) the material facts
as to such relationship or interest and as to the contract have been disclosed
to or are known by the Shareholders entitled to vote thereon and the contract
involved is specifically approved in good faith by vote of the Shareholders, or
(z) the specific contract involved is fair to the Trust as of the time it is
authorized, approved or ratified by the Trustees or by the Shareholders.
Section 3.4 PAYMENT OF TRUST EXPENSES AND COMPENSATION OF TRUSTEES. The
Trustees are authorized to pay or to cause to be paid out of the principal or
income of the Trust or any Sub-Trust, or partly out of principal and partly out
of income, and to charge or allocate the same to, between or among such one or
more of the Sub-Trusts and/or one or more classes of Shares thereof that may be
established and designated pursuant to Article IV, as the Trustees deem fair,
all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with the Trust, any Sub-Trust and/or any class of Shares thereof, or
in connection with the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, investment adviser, administrator, distributor,
principal underwriter, auditor, counsel, depository, custodian, transfer agent,
dividend disbursing agent, accounting agent, Shareholder servicing agent, and
such other agents, consultants, and independent contractors and such other
expenses and charges as the Trustees may deem necessary or proper to incur.
Without limiting the generality of any other provision hereof, the Trustees
shall be entitled to reasonable compensation from the Trust for their services
as Trustees and may fix the amount of such compensation.
Section 3.5 OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the assets of
the Trust and of each Sub-Trust shall at all times be considered as vested in
the Trustees.
Section 3.6 ACTION BY TRUSTEES. Except as otherwise provided by the 1940
Act or other applicable law, this Declaration of Trust or the By-Laws, any
action to be taken by the Trustees on behalf of or with respect to the Trust or
any Sub-Trust or class thereof may be taken by a majority of the Trustees
present at a meeting of Trustees (a quorum, consisting of at least one-half of
the Trustees then in office, being present), within or without Massachusetts,
including any meeting held by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting, or by written consents of a
majority of the Trustees then in office (or such larger or different number as
may be required by the 1940 Act or other applicable law).
ARTICLE IV - SHARES
Section 4.1 DESCRIPTION OF SHARES. The beneficial interest in the Trust
shall be divided into Shares, all with $.001 par value, but the Trustees shall
have the authority from time to time to issue Shares in one or more Series (each
of which Series of Shares shall represent the beneficial interest in a separate
and distinct Sub-Trust of the Trust, including without limitation each Sub-Trust
specifically established and designated in Section 4.2), as they deem necessary
or desirable. For all purposes under this Declaration of Trust or otherwise,
including, without implied limitation, (i) with respect to the rights of
creditors and (ii) for purposes of interpreting the relevant rights of each
Sub-Trust and the Shareholders of each Sub-Trust, each Sub-Trust established
hereunder shall be deemed to be a separate trust. The Trustees shall have
exclusive power without the requirement of Shareholder approval to establish and
designate such separate and distinct Sub-Trusts, and to fix and determine the
relative rights and preferences as between the shares of the separate Sub-Trusts
as to right of redemption and the price, terms and manner of redemption, special
and relative rights as to dividends and other distributions and on liquidation,
sinking or purchase fund provisions, conversion rights, and conditions under
which the several Sub-Trusts shall have separate voting rights or no voting
rights.
In addition, the Trustees shall have exclusive power, without the
requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust
or divide the Shares of any Sub-Trust into classes, each class having such
different dividend, liquidation, voting and other rights as the Trustees may
determine, and may establish and designate the specific classes of Shares of
each Sub-Trust. The fact that a Sub-Trust shall have initially been established
and designated without any specific establishment or designation of classes
(i.e., that all Shares of such Sub-Trust are initially of a single class), or
that a Sub-Trust shall have more than one established and designated class,
shall not limit the authority of the Trustees to establish and designate
separate classes, or one or more further classes, of said Sub-Trust without
approval of the holders of the initial class thereof, or previously established
and designated class or classes thereof, provided that the establishment and
designation of such further separate classes would not adversely affect the
rights of the holders of the initial or previously established and designated
class or classes (within the meaning of section 77 of the Massachusetts General
Laws Chapter 156B).
The number of authorized Shares and the number of Shares of each Sub-Trust
or class thereof that may be issued is unlimited, and the Trustees may issue
Shares of any Sub-Trust or class thereof for such consideration and on such
terms as they may determine (or for no consideration if pursuant to a Share
dividend or split-up), all without action or approval of the Shareholders. All
Shares when so issued on the terms determined by the Trustees shall be fully
paid and non-assessable (but may be subject to mandatory contribution back to
the Trust as provided in subsection (h) of Section 4.2). The Trustees may
classify or reclassify any unissued Shares or any Shares previously issued and
reacquired of any Sub-Trust or class thereof into one or more Sub-Trusts or
classes thereof that may be established and designated from time to time. The
Trustees may hold as treasury Shares, reissue for such consideration and on such
terms as they may determine, or cancel, at their discretion from time to time,
any Shares of any Sub-Trust or class thereof reacquired by the Trust.
The Trustees may from time to time close the transfer books or establish
record dates and times for the purposes of determining the holders of Shares
entitled to be treated as such, to the extent provided or referred to in Section
5.3.
The establishment and designation of any Sub-Trust or of any class of
Shares of any Sub-Trust in addition to those established and designated in
Section 4.2 shall be effective (i) upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment and designation of
the relative rights and preferences of the Shares of such Sub-Trust or class,
(ii) upon the execution of an instrument in writing by an officer of the Trust
pursuant to the vote of a majority of the Trustees, or (iii) as otherwise
provided in either such instrument. At any time that there are no Shares
outstanding of any particular Sub-Trust or class previously established and
designated, the Trustees may by an instrument executed by a majority of their
number (or by an instrument executed by an officer of the Trust pursuant to the
vote of a majority of the Trustees) abolish that Sub-Trust or class and the
establishment and designation thereof. Each instrument establishing and
designating any Sub-Trust shall have the status of an amendment to this
Declaration of Trust.
Any Trustee, officer or other agent of the Trust, and any organization in
which any such person is interested may acquire, own, hold and dispose of Shares
of any Sub-Trust (including any classes thereof) of the Trust to the same extent
as if such person were not a Trustee, officer or other agent of the Trust; and
the Trust may issue and sell or cause to be issued and sold and may purchase
Shares of any Sub-Trust (including any classes thereof) from any such person or
any such organization subject only to the general limitations, restrictions or
other provisions applicable to the sale or purchase of Shares of such Sub-Trust
(including any classes thereof) generally.
Section 4.2 ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS AND CLASSES.
Without limiting the authority of the Trustees set forth in Section 4.1 to
establish and designate any further Sub-Trusts, the Trustees hereby establish
and designate the "Series A" Sub-Trust:
The Shares of such Sub-Trust and any Shares of any further Sub-Trust that
may from time to time be established and designated by the Trustees shall
(unless the Trustees otherwise determine with respect to some further Sub-Trust
at the time of establishing and designating the same) have the following
relative rights and preferences:
(a) ASSETS BELONGING TO SUB-TRUSTS. All consideration received by the Trust
for the issue or sale of Shares of a particular Sub-Trust or any classes
thereof, together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall be held by the Trustees in trust for the benefit of
the holders of Shares of that Sub-Trust or class thereof and shall irrevocably
belong to that Sub-Trust (and be allocable to any classes thereof) for all
purposes, and shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items (as
hereinafter defined) allocated to that Sub-Trust as provided in the following
sentence, are herein referred to as "assets belonging to" that Sub-Trust (and
allocable to any classes thereof). In the event that there are any assets,
income, earnings, profits, and proceeds thereof, funds, or payments which are
not readily identifiable as belonging to any particular Sub-Trust (collectively
"General Items"), the Trustees shall allocate such General Items to and among
any one or more of the Sub-Trusts established and designated from time to time
in such manner and on such basis as they, in their sole discretion, deem fair
and equitable; and any General Items so allocated to a particular Sub-Trust
shall belong to that Sub-Trust (and be allocable to any classes thereof). Each
such allocation by the Trustees shall be conclusive and binding upon the holders
of all Shares of all Sub-Trusts (including any classes thereof) for all
purposes.
(b) LIABILITIES BELONGING TO SUB-TRUSTS. The assets belonging o each
particular Sub-Trust shall be charged with the liabilities in respect of that
Sub-Trust and all expenses, costs, charges and reserves belonging to that
Sub-Trust, and any general liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Sub-Trust shall be allocated and charged by the Trustees to and among any one or
more of the Sub-Trusts established and designated from time to time in such
manner and on such basis as the Trustees in their sole discretion deem fair and
equitable. In addition, the liabilities in respect of a particular class of
Shares of a particular Sub-Trust and all expenses, costs, charges and reserves
belonging to that class of Shares, and any general liabilities, expenses, costs,
charges or reserves of that particular Sub-Trust which are not readily
identifiable as belonging to any particular class of Shares of that Sub-Trust
shall be allocated and charged by the Trustees to and among any one or more of
the classes of Shares of that Sub-Trust established and designated from time to
time in such manner and on such basis as the Trustees in their sole discretion
deem fair and equitable. The liabilities, expenses, costs ' charges and reserves
allocated and so charged to a Sub-Trust or class thereof are herein referred to
as "liabilities belonging to" that Sub-Trust or class thereof. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders, creditors and any other persons
dealing with the Trust or any Sub-Trust (including any classes thereof) for all
purposes. Any creditor of any Sub-Trust may look only to the assets of that
Sub-Trust to satisfy such creditor's debt.
The Trustees shall have full discretion, to the extent not inconsistent
with the 1940 Act, to determine which items shall be treated as income and which
items as capital; and each such determination and allocation shall be conclusive
and binding upon the Shareholders.
(c) DIVIDENDS. Dividends and distributions on Shares of a particular
Sub-Trust or any class thereof may be paid with such frequency as the Trustees
may determine, which may be daily or otherwise pursuant to a standing resolution
or resolutions adopted only once or with such frequency as the Trustees may
determine, to the holders of Shares of that Sub-Trust or class, from such of the
income and capital gains, accrued or realized, from the assets belonging to that
Sub-Trust, or in the case of a class, belonging to that Sub-Trust and allocable
to that class, as the Trustees may determine, after providing for actual and
accrued liabilities belonging to that Sub-Trust or class. All dividends and
distributions on Shares of a particular Sub-Trust or class thereof shall be
distributed pro rata to the holders of Shares of that Sub-Trust or class in
proportion to the number of Shares of that Sub-Trust or class held by such
holders at the date and time of record established for the payment of such
dividends or distributions, except that in connection with any dividend or
distribution program or procedure the Trustees may determine that no dividend or
distribution shall be payable on Shares as to which the Shareholder's purchase
order and/or payment have not been received by the time or times established by
the Trustees under such program or procedure. Such dividends and distributions
may be made in cash or Shares of that Sub-Trust or class or a combination
thereof as determined by the Trustees or pursuant to any program that the
Trustees may have in effect at the time for the election by each Shareholder of
the mode of the making of such dividend or distribution to that Shareholder. Any
such dividend or distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with subsection (h) of Section 4.2.
The Trustees shall have full discretion to determine which items shall be
treated as income and which items as capital; and each such determination and
allocation shall be conclusive and binding upon the Shareholders.
(d) LIQUIDATION. In the event of the liquidation or dissolution of the
Trust, the holders of Shares of each Sub-Trust or any class thereof that has
been established and designated shall be entitled to receive, when and as
declared by the Trustees, the excess of the assets belonging to that Sub-Trust,
or in the case of a class, belonging to that Sub-Trust and allocable to that
class, over the liabilities belonging to that Sub-Trust or class. The assets so
distributable to the holders of Shares of any particular Sub-Trust or class
thereof shall be distributed among such holders in proportion to the number of
Shares of that Sub-Trust or class thereof held by them and recorded on the books
of the Trust. The liquidation of any particular Sub-Trust or class thereof may
be authorized at any time by vote of a majority of the Trustees then in office.
(e) VOTING. On each matter submitted to a vote of the Shareholders, each
holder of a Share shall be entitled to one vote for each whole Share standing in
his name on the books of the Trust irrespective of the Series thereof or class
thereof and all Shares of all Series and classes thereof shall vote together as
a single class; provided, however, that as to any matter (i) with respect to
which a separate vote of one or more Series or classes thereof is required by
the 1940 Act or the provisions of the writing establishing and designating the
Sub-Trust or class, such requirements as to a separate vote by such Series or
class thereof shall apply in lieu of all Shares of all Series and classes
thereof voting together; and (ii) as to any matter which affects the interests
of one or more particular Series or classes thereof, only the holders of Shares
of the one or more affected Series or classes shall be entitled to vote, and
each such Series or class shall vote as a separate class.
(f) REDEMPTION BY SHAREHOLDER. Each holder of Shares of a particular
Sub-Trust or any class thereof shall have the right at such times as may be
permitted by the Trust to require the Trust to redeem all or any part of his
Shares of that Sub-Trust or class thereof at a redemption price equal to the net
asset value per Share of that Sub-Trust or class thereof next determined in
accordance with subsection (h) of this Section 4.2 after the Shares are properly
tendered for redemption, subject to any contingent deferred sales charge or
redemption charge in effect at the time of redemption. Payment of the redemption
price shall be in cash; provided, however, that if the Trustees determine, which
determination shall be conclusive, that conditions exist which make payment
wholly in cash unwise or undesirable, the Trust may, subject to the requirements
of the 1940 Act, make payment wholly or partly in securities or other assets
belonging to the Sub-Trust of which the Shares being redeemed are part at the
value of such securities or assets used in such determination of net asset
value.
Notwithstanding the foregoing, the Trust may postpone payment of the
redemption price and may suspend the right of the holders of Shares of any
Sub-Trust or class thereof to require the Trust to redeem Shares of that
Sub-Trust during any period or at any time when and to the extent permissible
under the 1940 Act.
(g) REDEMPTION BY TRUST. Each Share of each Sub-Trust or class thereof that
has been established and designated is subject to redemption by the Trust at the
redemption price which would be applicable if such Share was then being redeemed
by the Shareholder pursuant to subsection (f) of this Section 4.2: (i) at any
time, if the Trustees determine in their sole discretion and by majority vote
that failure to so redeem may have materially adverse consequences to the Trust
or any Sub-Trust or to the holders of the Shares of the Trust or any Sub-Trust
thereof or class thereof, or (ii) upon such other conditions as may from time to
time be determined by the Trustees and set forth in the then current Prospectus
of the Trust. Upon such redemption the holders of the Shares so redeemed shall
have no further right with respect thereto other than to receive payment of such
redemption price.
(h) NET ASSET VALUE. The net asset value per Share of any Sub-Trust shall
be (i) in the case of a Sub-Trust whose Shares are not divided into classes, the
quotient obtained by dividing the value of the net assets of that Sub-Trust
(being the value of the assets belonging to that Sub-Trust less the liabilities
belonging to that Sub-Trust) by the total number of Shares of that Sub-Trust
outstanding, and (ii) in the case of a class of Shares of a Sub-Trust whose
Shares are divided into classes, the quotient obtained by dividing the value of
the net assets of that Sub-Trust allocable to such class (being the value of the
assets belonging to that Sub-Trust allocable to such class less the liabilities
belonging to such class) by the total number of Shares of such class
outstanding; all determined in accordance with the methods and procedures,
including without limitation those with respect to rounding, established by the
Trustees from time to time.
The Trustees may determine to maintain the net asset value per Share of any
Sub-Trust at a designated constant dollar amount and in connection therewith may
adopt procedures not inconsistent with the 1940 Act for the continuing
declarations of income attributable to that Sub-Trust as dividends payable in
additional Shares of that Sub-Trust at the designated constant dollar amount and
for the handling of any losses attributable to that Sub-Trust. Such procedures
may provide that in the event of any loss each Shareholder shall be deemed to
have contributed to the capital of the Trust attributable to that Sub-Trust his
pro rata portion of the total number of Shares required to be cancelled in order
to permit the net asset value per Share of that Sub-Trust to be maintained,
after reflecting such loss, at the designated constant dollar amount. Each
Shareholder of the Trust shall be deemed to have agreed, by his investment in
any Sub-Trust with respect to which the Trustees shall have adopted any such
procedure, to make the contribution referred to in the preceding sentence in the
event of any such loss.
(i) TRANSFER. All Shares of each particular Sub-Trust or class thereof
shall be transferable, but transfers of Shares of a particular Sub-Trust or
class thereof will be recorded on the Share transfer records of the Trust
applicable to that Sub-Trust or class only at such times as Shareholders shall
have the right to require the Trust to redeem Shares of that Sub-Trust or class
and at such other times as may be permitted by the Trustees.
(j) EQUALITY. Except as provided herein or in the instrument designating
and establishing any class of Shares or any Sub-Trust, all Shares of each
particular Sub-Trust or class thereof shall represent an equal proportionate
interest in the assets belonging to that Sub-Trust, or in the case of a class,
belonging to that Sub-Trust and allocable to that class, subject to the
liabilities belonging to that Sub-Trust or class, and each Share of any
particular Sub-Trust or class shall be equal to each other Share of that
Sub-Trust or class; but the provisions of this sentence shall not restrict any
distinctions permissible under subsection (c) of this Section 4.2 that may exist
with respect to dividends and distributions on Shares of the same Sub-Trust or
class, The Trustees may from time to time divide or combine the Shares of any
particular Sub-Trust or class into a greater or lesser number of Shares of that
Sub-Trust or class without thereby changing the proportionate beneficial
interest in the assets belonging to that Sub-Trust or class or in any way
affecting the rights of Shares of any other Sub-Trust or class.
(k) FRACTIONS. Any fractional Share of any Sub-Trust or class, if any such
fractional Share is outstanding, shall carry proportionately all the rights and
obligations of a whole Share of that Sub-Trust or class, including rights and
obligations with respect to voting, receipt of dividends and distributions,
redemption of Shares, and liquidation of the Trust.
(l) CONVERSION RIGHTS. Subject to compliance with the requirements of the
1940 Act, the Trustees shall have the authority to provide that holders of
Shares of any Sub-Trust or class thereof shall have the right to convert said
Shares into Shares of one or more other Sub-Trust or class thereof in accordance
with such requirements and procedures as may be established by the Trustees.
(m) CLASS DIFFERENCES. The relative rights and preferences of the classes
of any Sub-Trust may differ in such other respects as the Trustees may determine
to be appropriate in their sole discretion, provided that such differences are
set forth in the instrument establishing and designating such classes and
executed by a majority of the Trustees (or by an instrument executed by an
officer of the Trust pursuant to a vote of a majority of the Trustees).
Section 4.3 OWNERSHIP OF SHARES. The ownership of Shares shall be recorded
on the books of the Trust or of a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Sub-Trust and each
class thereof that has been established and designated. No certificates
certifying the ownership of Shares need be issued except as the Trustees may
otherwise determine from time to time. The Trustees may make such rules as they
consider appropriate for the issuance of Share certificates, the use of
facsimile signatures, the transfer of Shares and similar matters. The record
books of the Trust as kept by the Trust or any transfer or similar agent, as the
case may be, shall be conclusive as to who are the Shareholders and as to the
number of Shares of each Sub-Trust and class thereof held from time to time by
each such Shareholder.
Section 4.4 INVESTMENTS IN THE TRUST. The Trustees may accept investments
in the Trust and each Sub-Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as they
from time to time authorize. The Trustees may authorize any distributor,
principal underwriter, custodian, transfer agent or other person to accept
orders for the purchase of Shares that conform to such authorized terms and to
reject any purchase orders for Shares whether or not conforming to such
authorized terms.
Section 4.5 NO PRE-EMPTIVE RIGHTS. Shareholders shall have no pre-emptive
or other right to subscribe to any additional Shares or other securities issued
by the Trust or any Sub-Trust.
Section 4.6 STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the continuance of the
Trust shall not operate to terminate the Trust or any Sub-Trust thereof nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole or any part of the
Trust property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer, employee or agent
of the Trust shall have any power to bind personally any Shareholder, nor except
as specifically provided herein to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay.
Section 4.7 NO APPRAISAL RIGHTS. Shareholders shall have no right to demand
payment for their shares or to any other rights of dissenting shareholders in
the event the Trust participates in any transaction which would give rise to
appraisal or dissenters' rights by a shareholder of a corporation organized
under Chapter 156B of the General Laws of the Commonwealth of Massachusetts, or
otherwise.
ARTICLE V - SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 5.1 VOTING POWERS. The Shareholders shall have power to vote only
(i) for the election or removal of Trustees as provided in Section 3.1, (ii)
with respect to any contract with a Contracting Party as provided in Section 3.3
as to which Shareholder approval is required by the 1940 Act, (iii) with respect
to any termination or reorganization of the Trust to the extent and as provided
in Sections 7.1 and 7.2, (iv) with respect to any amendment of this Declaration
of Trust to the extent and as provided in Section 7.3, (v) to the same extent as
the stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or any Sub-Trust
thereof or the Shareholders (provided, however, that a Shareholder of a
particular Sub-Trust shall not be entitled to a derivative or class action on
behalf of any other Sub-Trust (or Shareholder of any other Sub-Trust) of the
Trust) and (vi) with respect to such additional matters relating to the Trust as
may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any
registration of the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy. Proxies may be given orally or in writing or pursuant to any
computerized or mechanical data gathering process specifically approved by the
Trustees. A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration of Trust or the By-Laws to be taken by
Shareholders.
Section 5.2 MEETINGS. No annual or regular meeting of Shareholders is
required. Special meetings of Shareholders may be called by the Trustees from
time to time for the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Written notice of any
meeting of Shareholders shall be given or caused to be given by the Trustees by
mailing such notice at least seven days before such meeting, postage prepaid,
stating the time, place and purpose of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. The Trustees
shall promptly call and give notice of a meeting of Shareholders for the purpose
of voting upon removal of any Trustee of the Trust when requested to do so in
writing by Shareholders holding not less than 10% of the Shares then
outstanding. If the Trustees shall fail to call or give notice of any meeting of
Shareholders for a period of 30 days after written application by Shareholders
holding at least 10% of the Shares then outstanding requesting a meeting be
called for any other purpose requiring action by the Shareholders as provided
herein or in the By-Laws, then Shareholders holding at least 10% of the Shares
then outstanding may call and give notice of such meeting, and thereupon the
meeting shall be held in the manner provided for herein in case of call thereof
by the Trustees.
Section 5.3 RECORD DATES. For the purpose of determining the Shareholders
who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding 30 days (except at or in
connection with the termination of the Trust), as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date and time not more
than 90 days prior to the date of any meeting of Shareholders or other action as
the date and time of record for the determination of Shareholders entitled to
vote at such meeting or any adjournment thereof or to be treated as Shareholders
of record for purposes of such other action, and any Shareholder who was a
Shareholder at the date and time so fixed shall be entitled to vote at such
meeting or any adjournment thereof or to be treated as a Shareholder of record
for purposes of such other action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming such after that date and
time shall be so entitled to vote at such meeting or any adjournment thereof or
to be treated as a Shareholder of record for purposes of such other action.
Section 5.4 QUORUM AND REQUIRED VOTE. Except as otherwise provided by the
1940 Act or other applicable law, ten percent of the Shares entitled to vote
shall be a quorum for the transaction of business at a Shareholders' meeting,
but any lesser number shall be sufficient for adjournments. Any meeting of
shareholders, whether or not a quorum is present, may be adjourned for any
lawful purpose provided that no meeting shall be adjourned for more than six
months beyond the originally scheduled meeting date. Any adjourned session or
sessions may be held, within a reasonable time after the date set for the
original meeting without the necessity of further notice. A majority of the
Shares voted, at a meeting of which a quorum is present shall decide any
questions and a plurality shall elect a Trustee, except when a different vote is
required or permitted by any provision of the 1940 Act or other applicable law
or by this Declaration of Trust or the By-Laws.
Section 5.5 ACTION BY WRITTEN CONSENT. Subject to the provisions of the
1940 Act and other applicable law, any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote on the matter
(or such larger proportion thereof as shall be required by the 1940 Act or by
any express provision of this Declaration of Trust or the By-Laws) consent to
the action in writing and such written consents are filed with the records of
the meetings of Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
Section 5.6 INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted stockholders of
a Massachusetts business corporation under the Massachusetts Business
Corporation Law.
Section 5.7 ADDITIONAL PROVISIONS. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.
Section 5.8 SHAREHOLDER COMMUNICATIONS. Whenever ten or more Shareholders
of record who have been such for at least six months preceding the date of
application, and who hold in the aggregate either Shares having a net asset
value of at least $25,000 or at least 1% of the outstanding Shares, whichever is
less, shall apply to the Trustees in writing, stating that they wish to
communicate with other Shareholders with a view to obtaining signatures to a
request for a Shareholder meeting and accompanied by a form of communication and
request which they wish to transmit, the Trustees shall within five business
days after receipt of such application either (1) afford to such applicants
access to a list of the names and addresses of all Shareholders as recorded on
the books of the Trust or Sub-Trust, as applicable; or (2) inform such
applicants as to the approximate number of Shareholders of record, and the
approximate cost of mailing to them the proposed communication and form of
request.
If the Trustees elect to follow the course specified in clause (2) above,
the Trustees, upon the written request of such applicants, accompanied by a
tender of the material to be mailed and of the reasonable expenses of mailing,
shall, with reasonable promptness, mail such material to all Shareholders of
record at their addresses as recorded on the books, unless within five business
days after such tender the Trustees shall mail to such applicants and file with
the Commission, together with a copy of the material to be mailed, a written
statement signed by at least a majority of the Trustees to the effect that in
their opinion either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein not
misleading, or would be in violation of applicable law, and specifying the basis
of such opinion. The Trustees shall thereafter comply with any order entered by
the Commission and the requirements of the 1940 Act and the Securities Exchange
Act of 1934.
ARTICLE VI - LIMITATION OF LIABILITY; INDEMNIFICATION
Section 6.1 TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE. All
persons extending credit to, contracting with or having any claim against the
Trust shall look only to the assets of the Sub-Trust with which such person
dealt for payment under such credit, contract or claim; and neither the
Shareholders of any Sub-Trust nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, nor any other Sub-Trust
shall be personally liable therefor. Every note, bond, contract, instrument,
certificate or undertaking and every other act or thing whatsoever executed or
done by or on behalf of the Trust, any Sub-Trust or the Trustees or any of them
in connection with the Trust shall be conclusively deemed to have been executed
or done only by or for the Trust (or the Sub-Trust) or the Trustees and not
personally. Nothing in this Declaration of Trust shall protect any Trustee or
officer against any liability to the Trust or the Shareholders to which such
Trustee or officer would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee or of such officer.
Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that this
Declaration of Trust is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite to the effect that the same was executed or made
by or on behalf of the Trust or by them as Trustees or Trustee or as officers or
officer and not individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are binding only
upon the assets and property of the Trust, or the particular Sub-Trust in
question, as the case may be, but the omission thereof shall not operate to bind
any Trustees or Trustee or officers or officer or Shareholders or Shareholder
individually.
Section 6.2 TRUSTEE'S GOOD FAITH ACTION; EXPERT ADVICE; NO BOND OR SURETY.
The exercise by the Trustees of their powers and discretion hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. Subject
to the foregoing, (a) the Trustees shall not be responsible or liable in any
event for any neglect or wrongdoing of any officer, agent, employee, consultant,
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, Shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee; (b) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust and their
duties as Trustees, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (c) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports
made to the Trustees by any officer appointed by them, any independent public
accountant, and (with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of a Contracting Party appointed by
the Trustees pursuant to Section 3.3. The Trustees as such shall not be required
to give any bond or surety or any other security for the performance of their
duties.
Section 6.3 INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder (or
former Shareholder) of any Sub-Trust of the Trust shall be charged or held to be
personally liable for any obligation or liability of the Trust solely by reason
of being or having been a Shareholder and not because of such Shareholder's acts
or omissions or for some other reason, said Sub-Trust (upon proper and timely
request by the Shareholder) shall assume the defense against such charge and
satisfy any judgment thereon, and the Shareholder or former Shareholder (or his
heirs, executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general successor)
shall be entitled out of the assets of said Sub-Trust estate to be held harmless
from and indemnified against all loss and expense arising from such liability.
Section 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. The Trust shall
indemnify (from the assets of the Sub-Trust or Sub-Trusts in question) each of
its Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise [hereinafter referred to as
a "Covered Person"]) against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which such Covered Person may be
or may have been involved as a party or otherwise or with which such person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person had acted with willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Covered
Person's office (such conduct referred to hereafter as "Disabling Conduct"). A
determination that the Covered Person is entitled to indemnification may be made
by (i) a final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not liable by
reason of Disabling Conduct, (ii) dismissal of a court action or an
administrative proceeding against a Covered Person for insufficiency of evidence
of Disabling Conduct, or (iii) a reasonable determination, based upon a review
of the facts, that the indemnitee was not liable by reason of Disabling Conduct
by (a) a vote of a majority of a quorum of Trustees who are neither "interested
persons" of the Trust as defined in section 2(a)(19) of the 1940 Act nor parties
to the proceeding, or (b) an independent legal counsel in a written opinion.
Expenses, including accountants' and counsel fees so incurred by any such
Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time by the
Sub-Trust in question in advance of the final disposition of any such action,
suit or proceeding, provided that the Covered Person shall have undertaken to
repay the amounts so paid to the Sub-Trust in question if it is ultimately
determined that indemnification of such expenses is not authorized under this
Article VI and (i) the Covered Person shall have provided security for such
undertaking, (ii) the Trust shall be insured against losses arising by reason of
any lawful advances, or (iii) a majority of a quorum of the disinterested
Trustees who are not a party to the proceeding, or an independent legal counsel
in a written opinion, shall have determined, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the Covered Person ultimately will be found entitled to
indemnification.
Section 6.5 COMPROMISE PAYMENT. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 6.4,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (a) by a majority of the disinterested
Trustees who are not parties to the proceeding or (b) by an independent legal
counsel in a written opinion. Approval by the Trustees pursuant to clause (a) or
by independent legal counsel pursuant to clause (b) shall not prevent the
recovery from any Covered Person of any amount paid to such Covered Person in
accordance with any of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction to have been
liable to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
Section 6.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article VI, "Covered Person" shall include such person's heirs, executors
and administrators, an "interested Covered Person" is one against whom the
action, suit or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been pending or
threatened, and a "disinterested" person is a person against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending or threatened.
Nothing contained in this Article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law, nor the power of the
Trust to purchase and maintain liability insurance on behalf of any such person.
Section 6.7 LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
ARTICLE VII - MISCELLANEOUS
Section 7.1 DURATION AND TERMINATION OF TRUST. Unless terminated as
provided herein, the Trust shall continue without limitation of time and,
without limiting the generality of the foregoing, no change, alteration or
modification with respect to any Sub-Trust or class thereof shall operate to
terminate the Trust. The Trust may be terminated at any time by a majority of
the Trustees then in office subject to a favorable vote of a majority of the
outstanding voting securities, as defined in the 1940 Act.
Upon termination, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall in accordance with such procedures
as the Trustees consider appropriate reduce the remaining assets to
distributable form in cash, securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in conformity with the
provisions of subsection (d) of Section 4.2.
Section 7.2 REORGANIZATION. The Trustees may sell, convey, merge and
transfer the assets of the Trust, or the assets belonging to any one or more
Sub-Trusts, to another trust, partnership, association or corporation organized
under the laws of any state of the United States, or to the Trust to be held as
assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares
or other securities (including, in the case of a transfer to another Sub-Trust
of the Trust, Shares of such other Sub-Trust or any class thereof) with such
transfer either (1) being made subject to, or with the assumption by the
transferee of, the liabilities belonging to each Sub-Trust the assets of which
are so transferred, or (2) not being made subject to, or not with the assumption
of, such liabilities; provided, however, that no assets belonging to any
particular Sub-Trust shall be so transferred unless the terms of such transfer
shall have first been approved at a meeting called for the purpose by the
affirmative vote of the holders of a majority of the outstanding voting Shares,
as defined in the 1940 Act, of that Sub-Trust. Following such transfer, the
Trustees shall distribute such cash, shares or other securities among the
Shareholders of the Sub-Trust (taking into account the differences among the
classes of Shares thereof, if any) the assets belonging to which have been so
transferred; and if all of the assets of the Trust have been so transferred, the
Trust shall be terminated.
The Trust, or any one or more Sub-Trusts, may, either as the successor,
survivor, or non-survivor, (1) consolidate with one or more other trusts,
partnerships, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States, to form a
new consolidated trust, partnership, association or corporation under the laws
of which any one of the constituent entities is organized, or (2) merge into or
transfer a substantial portion of its assets to one or more other trusts,
partnerships, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States, or have
one or more such trusts, partnerships, associations or corporations merged into
or transfer a substantial portion of its assets to it, any such consolidation,
merger or transfer to be upon such terms and conditions as are specified in an
agreement and plan of reorganization entered into by the Trust, or one or more
Sub-Trusts as the case may be, in connection therewith. Any such consolidation,
merger or transfer shall require the affirmative vote of the holders of a
majority of the outstanding voting Shares, as defined in the 1940 Act, of the
Trust (or each Sub-Trust affected thereby, as the case may be), except that such
affirmative vote of the holders of Shares shall not be required if the Trust (or
Sub-Trust affected thereby, as the case may be) shall be the survivor of such
consolidation or merger or transferee of such assets.
Section 7.3 AMENDMENTS. All rights granted to the Shareholders under this
Declaration of Trust are granted subject to the reservation of the right to
amend this Declaration of Trust as herein provided, except that no amendment
shall repeal the limitations on personal liability of any Shareholder or Trustee
or repeal the prohibition of assessment upon the Shareholders without the
express consent of each Shareholder or Trustee involved. Subject to the
foregoing, the provisions of this Declaration of Trust (whether or not related
to the rights of Shareholders) may be amended at any time, so long as such
amendment does not adversely affect the rights of any Shareholder with respect
to which such amendment is or purports to be applicable and so long as such
amendment is not in contravention of applicable law, including the 1940 Act, by
an instrument in writing signed by a majority of the then Trustees (or by an
officer of the Trust pursuant to the vote of a majority of such Trustees). Any
amendment to this Declaration of Trust that adversely affects the rights of
Shareholders may be adopted at any time by an instrument in writing signed by a
majority of the then Trustees (or by an officer of the Trust pursuant to a vote
of a majority of such Trustees) when authorized to do so by the vote in
accordance with subsection (e) of Section 4.2 of Shareholders holding a majority
of the Shares entitled to vote. Subject to the foregoing, any such amendment
shall be effective as provided in the instrument containing the terms of such
amendment or, if there is no provision therein with respect to effectiveness,
upon the execution of such instrument and of a certificate (which may be a part
of such instrument) executed by a Trustee or officer of the Trust to the effect
that such amendment has been duly adopted.
Section 7.4 FILING OF COPIES; REFERENCES; HEADINGS. The original or a copy
of this instrument and of each amendment hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder, A copy of this
instrument and of each amendment hereto shall be filed by the Trust with the
Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk,
as well as any other governmental office where such filing may from time to time
be required, but the failure to make any such filing shall not impair the
effectiveness of this instrument or any such amendment. Anyone dealing with the
Trust may rely on a certificate by an officer of the Trust as to whether or not
any such amendments have been made, as to the identities of the Trustees and
officers, and as to any matters in connection with the Trust hereunder; and,
with the same effect as if it were the original, may rely on a copy certified by
an officer of the Trust to be a copy of this instrument or of any such
amendments. In this instrument and in any such amendment, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed to refer to this instrument as a whole as the same may be amended or
affected by any such amendments. The masculine gender shall include the feminine
and neuter genders. Headings are placed herein for convenience of reference only
and shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this instrument. This instrument may be executed in
any number of counterparts each of which shall be deemed an original.
Section 7.5 APPLICABLE LAW. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to be governed by
and construed and administered according to the laws of said Commonwealth. The
Trust shall be of the type referred to in Section 1 of Chapter 182 of the
Massachusetts General Laws and of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 7.6 RESIDENT AGENT. CT Corporation System of Boston, Massachusetts
is hereby designated as the initial resident agent of the Trust in
Massachusetts.
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the
day and year first above written.
------------------
Kenneth E. Dawkins
/s/Harley L. Danforth
---------------------
Harley L. Danforth
/s/Clarence G. Frame
---------------------
Clarence G. Frame
/s/James W. Nelson
---------------------
James W. Nelson
/s/Robert J. Odegard
---------------------
Robert J. Odegard
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN )
Then personally appeared the within-named Kenneth E. Dawkins of St. Paul,
Minnesota, who acknowledged the execution of the foregoing instrument to be his
free act and deed, before, me, this 18th day of October, 1993.
/s/Matthew L. Thompson
----------------------
Notary Public
My commission expires: 8/26/98
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN )
Then personally appeared the within-named Harley L. Danforth of River
Falls, Wisconsin, who acknowledged the execution of the foregoing instrument to
be his free act and deed, before, me, this 18th day of October, 1993.
/s/Matthew L. Thompson
----------------------
Notary Public
My commission expires: 8/26/98
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN )
Then personally appeared the within-named Clarence G. Frame of St. Paul,
Minnesota, who acknowledged the execution of the foregoing instrument to be his
free act and deed, before, me, this 18th day of October, 1993.
/s/Matthew L. Thompson
----------------------
Notary Public
My commission expires: 8/26/98
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN )
Then personally appeared the within-named James W. Nelson of Excelsior,
Minnesota, who acknowledged the execution of the foregoing instrument to be his
free act and deed, before, me, this 18th day of October, 1993.
/s/Matthew L. Thompson
----------------------
Notary Public
My commission expires: 8/26/98
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN )
Then personally appeared the within-named Robert J. Odegard of St. Paul,
Minnesota, who acknowledged the execution of the foregoing instrument to be his
free act and deed, before, me, this 18th day of October, 1993.
/s/Matthew L. Thompson
----------------------
Notary Public
My commission expires: 8/26/98
TRUSTEES
Kenneth F. Dawkins
90 South Seventh Street
Suite 4400
Minneapolis, MN 55402.
Harley L. Danforth
444 Crescent Street
River Falls, WI 54022
Clarence G. Frame
W-875
First National Bank Building 332
Minnesota Street
Saint Paul, MN 55101
James W. Nelson
81 South Ninth Street
Suite 400
Minneapolis, MN 55440
Robert J. Odegard
University of Minneapolis Foundation
300 South Second Street
Minneapolis, MN 55454
[NOTE: The following is a facsimile of the receipt of the Secretary of State
attached as proof of filing and fees paid.]
446624
FEE PAID
/s/$200.00
NOV 16, 1993
CASHIERS
SECRETARY'S OFFICE
/s/Michael J. Connolly
[Signature Stamp]
[NOTE: The following is a facsimile of a "stamp" attesting that Registrant has
in possession a "true and correct" copy of the agreement as filed with the
Secretary of State.]
A TRUE COPY ATTEST
/s/Michael J. Connolly
[Signature Stamp]
MICHAEL J. CONNOLLY
SECRETARY OF STATE
DATE (not legible) CLERK (not legible)
------------- -------------
BYLAWS
OF
VOYAGEUR INVESTMENT TRUST II
ARTICLE 1
Agreement and Declaration of Trust, Principal Office and Series Name
1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be subject to
the Agreement and Declaration of Trust as from time to time in effect (the
"Declaration of Trust"), of Voyageur Investment Trust II, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2 PRINCIPAL OFFICE OF THE TRUST. The initial principal office of the
Trust shall be located in Minneapolis, Minnesota. The Trust may have such other
offices within or without Massachusetts as the Trustees may determine or as they
may authorize.
1.3 SERIES NAME. The name of the series represented by the Series A shares
of beneficial ownership shall be "Voyageur Florida Limited Term Tax Free Fund."
ARTICLE 2
Meetings of Trustees
2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees.
2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting when called by the
Chairman of the Trustees, the President or the Treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the Clerk or
an Assistant Clerk or by the officer or the Trustees calling the meeting.
2.3 NOTICE. It shall be sufficient notice to a Trustee of a special meeting
to send notice by mail at least forty-eight hours or by telegram, telex or
telecopy or other electronic facsimile transmission method at least twenty-four
hours before the meeting addressed to the Trustee at his or her usual or last
known business or residence address or to give notice to him or her in person or
by telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
or her before the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice of a meeting nor a
waiver of a notice need specify the purposes of the meeting.
2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees then
in office shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without further notice.
2.5 ACTION BY VOTE. When a quorum is present at any meeting, a majority of
Trustees present may take any action, except when a larger vote is expressly
required by law, by the Declaration of Trust or by these Bylaws.
2.6 ACTION BY WRITING. Except as required by law, any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting if a majority of the Trustees (or such larger proportion thereof as
shall be required by any express provision of the Declaration of Trust or these
Bylaws) consent to the action in writing and such written consents are filed
with the records of the meetings of Trustees. Such consent shall be treated for
all purposes as a vote taken at a meeting of Trustees.
2.7 PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Except as required by law,
the Trustees may participate in a meeting of Trustees by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
ARTICLE 3
Officers
3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Clerk, and such other officers, including a Chairman
of the Trustees and a Controller, if any, as the Trustees from time to time may
in their discretion elect. The Trust may also have such agents as the Trustees
from time to time may in their discretion appoint. The Chairman of the Trustees,
if one is elected, shall be a Trustee and may but need not be a Shareholder; and
any other officer may but need not be a Trustee or a Shareholder. Any two or
more offices may be held by the same person.
3.2 ELECTION. The President, the Treasurer, and the Clerk shall be elected
annually by the Trustees. Other officers, if any, may be elected or appointed by
the Trustees at such or any other time. Vacancies in any office may be filled at
any time.
3.3 TENURE. The Chairman of the Trustees, if one is elected, the President,
the Treasurer and the Clerk shall hold office until their respective successors
are chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified. Each other officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.
3.4 POWERS. Subject to the provisions of these Bylaws, each officer shall
have, in addition to the duties and powers herein and in the Declaration of
Trust set forth, such duties and powers as are commonly incident to the office
occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the
Chairman of the Trustees or, if there is none or in the absence of the Chairman,
the President shall preside at all meetings of the Shareholders and of the
Trustees. The President shall be the chief executive officer.
3.6 TREASURER AND CONTROLLER. The Treasurer shall be the chief financial
officer and, if no Controller is elected, chief accounting officer of the Trust,
and shall, subject to the provisions of the Declaration of Trust and to any
arrangement made by the Trustees with a custodian, investment adviser or
manager, or transfer, Shareholder servicing or similar agent, be in charge of
the valuable papers and, if no Controller is elected, the books of account and
accounting records of the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President.
The Controller, if any, shall be the chief accounting officer of the Trust
and shall be in charge of its books of account and accounting records. The
Controller shall be responsible for preparation of financial statements of the
Trust and shall have such other duties and powers as may be designated from time
to time by the Trustees or the President.
3.7 CLERK. The Clerk shall record all proceedings of the Shareholders and
the Trustees in books to be kept therefor, which books or a copy thereof shall
be kept at the principal office of the Trust. In the absence of the Clerk from
any meeting of the Shareholders or Trustees, an assistant clerk, or if there be
none or if he or she is absent, a temporary clerk chosen at such meeting shall
record the proceedings thereof in the aforesaid books.
3.8 RESIGNATIONS. Any officer may resign at any time by written instrument
signed by him or her and delivered to the Chairman, the President or the Clerk
or to a meeting of the Trustees. Such resignation shall be effective upon
receipt unless specified to be effective at some other time. Except to the
extent expressly provided in a written agreement with the Trust, no officer
resigning and no officer removed shall have any right to any compensation for
any period following his or her resignation or removal, or any right to damages
on account of such removal.
ARTICLE 4
Committees
4.1 QUORUM; VOTING. A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present) or evidenced by one or more
writings signed by such a majority. Members of a Committee may participate in a
meeting of such Committee by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.
ARTICLE 5
Reports
5.1 GENERAL. The Trustees and officers shall render reports at the time and
in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 GENERAL. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Trustees or the Treasurer, and
subsequent fiscal years shall end on such date in subsequent years.
ARTICLE 7
Seal
7.1 GENERAL. The Trust shall have no seal.
ARTICLE 8
Execution of Papers
8.1 GENERAL. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President or by the Treasurer.
ARTICLE 9
Share Certificates
9.1 SHARE CERTIFICATES. No certificates certifying the ownership of Shares
shall be issued except as the Trustee may otherwise authorize. In the event that
the Trustees authorize the issuance of Share certificates, subject to the
provisions of Section 9.3, each Shareholder shall be entitled to a certificate
stating the number of Shares and the series or class owned by him or her, in
such form as shall be prescribed from time to time by the Trustees. Such
certificates shall be signed by the President or any Vice-President and by the
Treasurer or any Assistant Treasurer. Such signatures may be facsimiles if the
certificate is signed by a transfer agent, or by a registrar, other than a
Trustee, officer or employee of the Trust. In case any officer who has signed or
whose facsimile signature has been placed on such certificate shall cease to be
such officer before such certificate is issued, it may be issued by the Trust
with the same effect as if he or she were such officer at the time of its issue.
In lieu of issuing certificates for Shares, the Trustees or the transfer
agent may either issue receipts therefor or may keep accounts upon the books of
the Trust for the record holders of such Shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders of certificates for such
Shares as if they had accepted such certificates and shall be held to have
expressly assented and agreed to the terms hereof.
9.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction or the
mutilation of a Share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.
9.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any
time discontinue the issuance of Share certificates and may, by written notice
to each Shareholder, require the surrender of Share certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the ownership
of Shares in the Trust.
ARTICLE 10
Provisions Relating to the Conduct of the Trust's Business
10.1 CERTAIN DEFINITIONS. When used herein the following words shall have
the following meanings: "Distributor" shall mean any one or more corporations,
firms or associations which have distributor's or principal underwriter's
contracts in effect with the Trust providing that redeemable Shares issued by
the Trust shall be offered and sold by such Distributor. "Manager" shall mean
any corporation, firm or association which may at the time have an advisory or
management contract with the Trust and any corporation, firm or association
which may at any time have a sub-advisory contract relating to the Trust with
any such Manager.
10.2 LIMITATION ON HOLDINGS BY THE TRUST OF CERTAIN SECURITIES AND ON
DEALINGS WITH OFFICERS OR TRUSTEES. The Trust may not purchase or retain shares
or securities issued by an issuer if one or more of the holders of the shares or
securities issued by such issuer or one or more of the officers or directors of
such issuer is an officer or Trustee of the Trust or officer or director of the
Manager and if one or more of such officers, Trustees or directors owns
beneficially more than 1/2 of 1% of the shares or securities, or both, of such
issuer and such officers, Trustees and directors owning more than 1/2 of 1% of
such shares or securities together own beneficially more than 5% of such shares
or securities. Each officer and Trustee of the Trust shall keep the Treasurer of
the Trust informed of the names of all issuers shares or securities of which are
held in the portfolio of the Trust and in which such officer or Trustee owns as
much as 1/2 of 1% of the outstanding shares or securities.
The Trust will not lend any of its assets to the Distributor or Manager or
to an officer or director of the Distributor or Manager or any officer or
Trustee of the Trust, and shall not permit any officer or Trustee or any officer
or director of the Distributor or Manger to deal for or on behalf of the Trust
with himself or herself as principal or agent, or with any partnership,
association or corporation in which he or she has a financial interest; provided
that the foregoing provisions shall not prevent (a) officers and Trustees of the
Trust or officers and directors of the Distributor or Manger from buying,
holding or selling Shares in the Trust or from being partners, officers or
directors of or otherwise financially interested in the Distributor or the
Manager; (b) purchases or sales of securities or other property if such
transaction is permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation thereunder, each as
amended from time to time (together, the "1940 Act"); (c) employment of legal
counsel, registrar, transfer agent, shareholder servicing agent, dividend
disbursing agent or custodian who is, or has a partner, shareholder, officer or
director who is, an officer or Trustee of the Trust or an officer or director of
the Distributor or Manager; (d) sharing statistical, research, legal and
management expenses and office hire and expenses with any other investment
company in which an officer or Trustee of the Trust or an officer or director of
the Distributor or Manager is an officer or director or otherwise financially
interested.
10.3 LIMITATION ON DEALING IN SECURITIES OF THE TRUST BY CERTAIN OFFICERS,
TRUSTEES, DISTRIBUTOR OR MANAGER. Neither the Distributor nor Manager, nor any
officer or Trustee of the Trust or officer or director of the Distributor or
Manager shall take long or short positions in securities issued by the Trust;
provided, however, that:
(a) the Distributor may purchase from the Trust and otherwise deal in
Shares issued by the Trust pursuant to the terms of its contract with
the Trust;
(b) any officer or Trustee of the Trust or officer or director of the
Distributor or Manager or any trustee or fiduciary for the benefit of
any of them may at any time, or from time to time, purchase from the
Trust or from the Distributor Shares issued by the Trust at the price
available to the public or to such officer, Trustee, director, trustee
or fiduciary, no such purchase to be in contravention of any
applicable state or federal requirement; and
(c) the Distributor or the Manager may at any time, or from time to time,
purchase for investment Shares issued by the Trust.
10.4 SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN SUBJECT TO
CERTAIN TERMS AND CONDITIONS.
(a) All securities and cash owned by this Trust shall be held by or
deposited with one or more banks or trust companies having (according
to its last published report) not less than $5,000,000 aggregate
capital, surplus and undivided profits (any such bank or trust company
being hereby designated as "Custodian"), provided such a Custodian can
be found ready and willing to act; subject to such rules, regulations
and orders, if any, as the Securities and Exchange Commission may
adopt, this Trust may, or may permit any Custodian to, deposit all or
any part of the securities owned by this Trust in a system for the
central handling of securities pursuant to which all securities of any
particular class or series of any issue deposited within the system
may be transferred or pledged by bookkeeping entry, without physical
delivery. The Custodian may appoint, subject to the approval of the
Trustees, one or more subcustodians.
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with
respect to the cash and securities of the Trust held by such
Custodian. Said contract and all amendments thereto shall be approved
by the Trustees.
(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use its best
efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by the Trust be
delivered directly to the successor Custodian; and
(iii)in the event that no successor Custodian can be found, submit to
the Shareholders, before permitting delivery of the cash and
securities owned by the Trust otherwise than to a successor
Custodian, the question whether the Trust shall be liquidated or
shall function without a Custodian.
10.5 REQUIREMENTS AND RESTRICTIONS REGARDING THE MANAGEMENT CONTRACT. Every
advisory or management contract entered into by the Trust shall provide that in
the event that the total expenses of any series of Shares of the Trust for any
fiscal year should exceed the limits imposed on investment company expenses
imposed by any statute or regulatory authority of any jurisdiction in which
Shares of the Trust are offered for sale, the compensation due the Manager for
such fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof.
10.6 REPORTS TO SHAREHOLDERS. The Trust shall send to each Shareholder of
record at least semi-annually a statement of the condition of the Trust and of
the results of its operations, containing all information required by applicable
laws or regulations.
10.7 DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per Share
of each series or class of Shares of the Trust shall mean: (i) the value of all
the assets of such series or class of Shares; (ii) less total liabilities of
such series or class of Shares; (iii) divided by the number of Shares of such
series or class of Shares outstanding, in each case at the time of each
determination. The net asset value per Share of each series or class of Shares
shall be determined as of the primary close of trading on the New York Stock
Exchange on each day on which such Exchange is open. As of any time other than
the primary close of trading on such Exchange, the Trustees may cause the net
asset value per Share last determined to be determined again in a similar manner
or adjusted to reflect changes in market values of securities in the portfolio,
such adjustment to be made on the basis of changes in selected securities prices
determined by the Trustees to be relevant to the portfolio of such series or
class of Shares or in averages or in other standard and readily ascertainable
market data, and the Trustees may fix the time when such redetermined or
adjusted net asset value per Share of each series or class of Shares shall
become effective.
In valuing the portfolio investments of any series or class of Shares for
determination of net asset value per Share of such series, securities for which
market quotations are readily available shall be valued at prices which, in the
opinion of the Trustees or the person designated by the Trustees to make the
determination, most nearly represent the market value of such securities, and
other securities and assets shall be valued at their fair value as determined by
or pursuant to the direction of the Trustees, which in the case of short-term
debt obligations, commercial paper and repurchase agreements may, but need not,
be on the basis of quoted yields for securities of comparable maturity, quality
and type, or on the basis of amortized cost. Expenses and liabilities of the
Trust shall be accrued each day. Liabilities may include such reserves for
taxes, estimated accrued expenses and contingencies as the Trustees or their
designates may in their sole discretion deem fair and reasonable under the
circumstances. No accruals shall be made in respect of taxes on unrealized
appreciation of securities owned unless the Trustees shall otherwise determine.
Dividends payable by the Trust shall be deducted as at the time of but
immediately prior to the determination of net asset value per Share on the
record date therefor.
10.8 DERIVATIVE CLAIMS. No Shareholder shall have the right to bring or
maintain any court action, proceeding or claim on behalf of this Trust or any
series without first making demand on the Trustees requesting the Trustees to
bring or maintain such action, proceeding or claim. Such demand shall be excused
only when the plaintiff makes a specific showing that irreparable injury to the
Trust or Series would otherwise result. Such demand shall be mailed to the Clerk
of the Trust at the Trust's principal office and shall set forth in reasonable
detail the nature of the proposed court action, proceeding or claim and the
essential facts relied upon by the Shareholder to support the allegations made
in the demand. The Trustees shall consider such demand within 45 days of its
receipt by the Trust. In their sole discretion, the Trustees may submit the
matter to a vote of Shareholders of the Trust or series, as appropriate. Any
decision by the Trustees to bring, maintain or settle (or not to bring, maintain
or settle) such court action, proceeding or claim, or to submit the matter to a
vote of Shareholders shall be made by the Trustees in their business judgment
and shall be binding upon the Shareholders. Any decision by the Trustees to
bring or maintain a court action, proceeding or suit on behalf of the Trust or a
series shall be subject to the right of the Shareholders under Article V,
Section 1 of the Declaration of Trust to vote on whether or not such court
action, proceeding or suit should or should not be brought or maintained.
ARTICLE 11
Shareholders' Voting Powers and Meetings
11.1 VOTING POWERS. The Shareholders shall have power to vote only (i) for
the election of Trustees as provided in Article IV, Section 1 of the Declaration
of Trust, PROVIDED, HOWEVER, that no meeting of Shareholders is required to be
called for the purpose of electing Trustees unless and until such time as less
than a majority of the Trustees have been elected by the Shareholders, (ii) with
respect to any Manager or Sub-Adviser as provided in Article IV, Section 6 of
the Declaration of Trust to the extent required by the 1940 Act, (iii) with
respect to any plan of distribution adopted by the Trustees with respect to one
or more Series pursuant to Rule 12b-1 under the 1940 Act, (iv) with respect to
any termination of this Trust to the extent and as provided in Article IX,
Section 4 of the Declaration of Trust, (v) with respect to any amendment of the
Declaration of Trust to the extent and as provided in Article IX, Section 7 of
the Declaration of Trust, (vi) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders, and (vii) with
respect to such additional matters relating to the Trust as may be required by
law, the Declaration of Trust, these Bylaws or any registration of the Trust
with the Commission (or any successor agency) or any state, or as the Trustees
may consider necessary or desirable. Annual meetings of Shareholders are not
required by these Bylaws. Each whole Share shall be entitled to one vote as to
any matter on which it is entitled to vote and each fractional Share shall be
entitled to a proportionate fractional vote. The Shareholders of any particular
series or class shall not be entitled to vote on any matters as to which such
series or class is not affected. Except with respect to matters as to which the
Trustees have determined that only the interests on one or more particular
series or classes are affected or as required by law, all of the Shares of each
series or class shall, on matters as to which such series or class is entitled
to vote, vote with other series or classes so entitled as a single class.
Notwithstanding the foregoing, with respect to matters which would otherwise be
voted on by two or more series or classes as a single class, the Trustees may,
in their sole discretion, submit such matters to the Shareholders of any or all
such series or classes, separately. There will be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy. A proxy with
respect to Shares held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. The placing of a Shareholder's name on
a proxy pursuant to telephonic or electronically transmitted instructions
obtained pursuant to procedures reasonably designed to verify that such
instructions have been authorized by such Shareholder shall constitute execution
of such proxy by or on behalf of such Shareholder. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take action required by
law, the Declaration of Trust or these Bylaws to be taken by Shareholders.
11.2 VOTING POWER AND MEETINGS. Meetings of the Shareholders of the Trust
or of one or more series or classes of Shares may be called by the Trustees for
the purpose of electing Trustees as provided in Article IV, Section 1 of the
Declaration of Trust and for such other purposes as may be prescribed by law, by
the Declaration of Trust or by these Bylaws. Meetings of the Shareholders of the
Trust or of one or more series or classes of Shares may also be called by the
Trustees from time to time for the purpose of taking action upon any other
matter deemed by the Trustees to be necessary or desirable. A meeting of
Shareholders may be held at any place designated by the Trustees. Written notice
of any meeting of Shareholders shall be given or caused to be given by the
Trustees by mailing such notice at least seven days before such meeting, postage
prepaid, stating the time and place of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. Whenever notice
of a meeting is required to be given to a Shareholder under the Declaration of
Trust or these Bylaws, a written waiver thereof, executed before or after the
meeting by such Shareholder or his attorney thereunto authorized and filed with
the records of the meeting, shall be deemed equivalent to such notice.
11.3 QUORUM AND REQUIRED VOTE. Ten percent (10%) of Shares entitled to vote
shall be a quorum for the transaction of business at a Shareholders' meeting,
except that where any provision of law or of the Declaration of Trust or these
Bylaws permits or requires that holders of any series or class of Shares shall
vote as a series or class, as the case may be, then ten percent (10%) of the
aggregate number of Shares of that series or that class entitled to vote shall
be necessary to constitute a quorum for the transaction of business by that
series or class. Any lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable time after the
date set for the original meeting, without the necessity of further notice.
Except then a larger vote is required by any provision of law or the Declaration
of Trust or these Bylaws, a majority of the Shares voted shall decide any
questions and a plurality shall elect a Trustee, provided that where any
provision of law or of the Declaration of Trust or these Bylaws permits or
requires that the holders of any series or class shall vote as a series or
class, as the case may be, then a majority of the Shares of that series or that
class voted on the matter (or a plurality with respect to the election of a
Trustee) shall decide that matter insofar as that series or class is concerned.
11.4 ACTION BY WRITTEN CONSENT. Any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders entitled to vote on the
matter (or such larger proportion thereof as shall be required by any express
provision of law or the Declaration of Trust or these Bylaws) consent to the
action in writing and such written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all purposes as a
vote taken at a meeting of Shareholders.
11.5 RECORD DATES. For the purpose of determining the Shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to receive payment of any dividend or of any other distribution, the
Trustees may from time to time fix a time, which shall be not more than 60 days
before the date of any meeting of Shareholders or the date for the payment of
any dividend or of any other distribution, as the record date for determining
the Shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only Shareholders of record on such record date shall have such
right notwithstanding any transfer of Shares on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any of such
purposes close the register or transfer books for all or any part of such
period.
ARTICLE 12
Amendments to the Bylaws
12.1 GENERAL. These Bylaws may be amended
or repealed, in whole or in part, by a majority of the Trustees then in office
at any meeting of the Trustees, or by one or more writings signed by such a
majority.
[The following is a prototype of the Registrant's share certificate. It is a
"one-sided" document professionally printed on paper measuring approximately 8
1/2 inches by 11 1/2 inches. The facing page is in a "landscaped" position and
bordered with intricate, detailed graphics. This similar graphical detail is
found bordering boxes for the number and type of shares as well.]
VOYAGEUR
NUMBER SHARES
[VOID] [VOID]
FORMED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
VOYAGEUR INVESTMENT TRUST II
a Massachusetts Business Trust
THIS CERTIFIES THAT
[VOID]
is the owner and
registered holder of
SHARES OF SERIES A SHARES OF BENEFICIAL INTEREST WITHOUT PAR VALUE,
FULLY PAID AND NONASSESSABLE
------- -------
- -------------------- --------------------
------- -------
which shares have been issued and are held under and subject to the terms and
provision of the Agreement and Declaration of Trust dated September 16, 1991,
establishing Voyageur Investment Trust, and all amendments thereto, heretofore
or hereafter made, copies of which are on file with the Secretary of The
Commonwealth of Massachusetts.
No transfer hereof will be of any effect as regards the Trustees of
Voyageur Investment Trust until this certificate, properly endorsed or assigned,
has been surrendered and the transfer recorded on the books of said Trustees.
This certificate is executed on behalf of the Trustees as Trustees and not
individually and the obligations hereof are not binding upon any of the Trustees
or shareholders individually but are binding only upon the assets and property
belonging to Series A. IN WITNESS WHEREOF, the Trustees under said Agreement and
Declaration of Trust have caused this certificate to be executed in their name
and behalf.
Dated:
SECRETARY PRESIDENT
INVESTMENT ADVISORY AGREEMENT
This Agreement, made this 2nd day of May, 1994, by and between Voyageur
Investment Trust II, a Massachusetts business trust organized under the laws of
the Commonwealth of Massachusetts (the "Trust"), on behalf of each Fund
represented by a series of shares of beneficial interest of the Trust that
adopts this Agreement (each a "Fund" and, collectively, the "Funds") (the Funds,
together with the date each Fund adopts this Agreement, are set forth in EXHIBIT
A hereto, which shall be updated from time to time to reflect additions,
deletions or other changes thereto), and Voyageur Fund Managers, Inc., a
Minnesota corporation ("Voyageur"),
WITNESSETH:
1. INVESTMENT ADVISORY SERVICES.
(a) The Trust hereby engages Voyageur on behalf of the Funds, and Voyageur
hereby agrees to act, as investment adviser for, and to manage the investment of
the assets of, the Funds.
(b) The investment of the assets of each Fund shall at all times be subject
to the applicable provisions of the Declaration of Trust, the Bylaws, the
Registration Statement, and the current Prospectus and the Statement of
Additional Information, if any, of the Trust and each Fund and shall conform to
the policies and purposes of each Fund as set forth in such documents and as
interpreted from time to time by the Board of Trustees of the Trust. Within the
framework of the investment policies of each Fund, and except as otherwise
permitted by this Agreement, Voyageur 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. Voyageur shall
report to the Board of Trustees 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 Voyageur to the investment policies of the
Funds.
(c) Voyageur shall, at its own expense, furnish all office facilities,
equipment and personnel necessary to discharge its responsibilities and duties
hereunder. Voyageur shall arrange, if requested by the Trust, for officers or
employees of Voyageur to serve without compensation from any Fund as directors,
officers, or employees of the Trust if duly elected to such positions by the
shareholders or directors of the Trust (as required by law).
(d) Voyageur hereby acknowledges that all records pertaining to each Fund's
investments are the property of the Trust, and in the event that a transfer of
investment advisory services to someone other than Voyageur should ever occur,
Voyageur will promptly, and at its own cost, take all steps necessary to
segregate such records and deliver them to the Trust.
2. COMPENSATION FOR SERVICES.
In payment for the investment advisory and management services to be
rendered by Voyageur hereunder, each Fund shall pay to Voyageur a monthly fee,
which fee shall be paid to Voyageur not later than the fifth business day of the
month following the month in which said services were rendered. The monthly fee
payable by each Fund shall be as set forth in EXHIBIT A hereto, which may be
updated from time to time to reflect amendments, if any, to EXHIBIT A. The
monthly fee payable by each Fund shall be based on the average of the net asset
values of all of the issued and outstanding shares of the Fund as determined as
of the close of each business day of the month pursuant to the Agreement,
Declaration of Trust, Bylaws, and currently effective Prospectus and Statement
of Additional Information of the Trust and the Fund. For purposes of calculating
each Fund's average daily net assets, as such term is used in this Agreement,
each Fund's net assets shall equal its total assets minus (a) its total
liabilities and (b) its net orders receivable from dealers.
3. ALLOCATION OF EXPENSES.
(a) In addition to the fee described in Section 2 hereof, each Fund shall
pay all its costs and expenses which are not assumed by Voyageur. These Fund
expenses include, by way of example, but not by way of limitation, all expenses
incurred in the operation of the Fund and any public offering of its shares,
including, among others, Rule 12b-1 plan of distribution fees (if any),
interest, taxes, brokerage fees and commissions, fees of the directors who are
not employees of Voyageur or the principal underwriter of the Fund's shares (the
"Underwriter"), or any of their affiliates, expenses of directors' and
shareholders' meetings, including the cost of printing and mailing proxies,
expenses of insurance premiums for fidelity and other coverage, expenses of
redemption of shares, expenses of issue and sale of shares (to the extent not
borne by the Underwriter under its agreement with the Fund), expenses of
printing and mailing certificates representing shares of the Fund, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents, accounting services agents, investor servicing agents, and bookkeeping,
auditing, and legal expenses. Each Fund will also pay the fees and bear the
expense of registering and maintaining the registration of the Fund and its
shares with the Securities and Exchange Commission and registering or qualifying
its shares under state or other securities laws and the expense of preparing and
mailing prospectuses and reports to shareholders.
(b) The Underwriter shall bear all advertising and promotional expenses in
connection with the distribution of each Fund's shares, including paying for
prospectuses for new shareholders, except as provided in the following sentence.
No Fund shall use any of its assets to finance costs incurred in connection with
the distribution of its shares except pursuant to a plan of distribution, if
any, adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (as
amended, the "Act").
4. LIMIT ON EXPENSES.
Voyageur shall reimburse each Fund, in an amount not in excess of the
investment advisory and management fee payable by such Fund, if, and to the
extent that, the aggregate operating expenses of the Fund, including the
investment advisory and management fee and deferred organizational costs but
excluding Rule 12b-1 plan of distribution fees (if any), interest expense, taxes
and brokerage fees and commissions, are in excess of the expense limit
applicable to such Fund, which is set forth in EXHIBIT A hereto.
5. FREEDOM TO DEAL WITH THIRD PARTIES.
Voyageur 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.
6. REPORTS TO DIRECTORS OF THE FUND.
Appropriate officers of Voyageur shall provide the trustees of the Trust
with such information as is required by any plan of distribution adopted by the
Trust on behalf of any Fund pursuant to Rule 12b-1 under the Act.
7. 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 on EXHIBIT A hereto.
(b) Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect with respect to each Fund for a period more than two years
from the date of its execution but only as long as such continuance is
specifically approved at least annually by (i) the Board of Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of the
applicable Fund, and (ii) by the vote of a majority of the trustees of the Trust
who are not parties to this Agreement or "interested persons", as defined in the
Act, of Voyageur or of the Trust cast in person at a meeting called for the
purpose of voting on such approval.
(c) This Agreement may be terminated with respect to any Fund at any time,
without the payment of any penalty, by the Board of Trustees of the Trust or by
the vote of a majority of the outstanding voting securities of such Fund, or by
Voyageur, 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 Act).
(e) No amendment to this Agreement shall be effective with respect to any
Fund until approved by the vote of: (i) a majority of the trustees of the Trust
who are not parties to this Agreement or "interested persons" (as defined in the
Act) of Voyageur or of the Trust 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 applicable 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 a Fund
shall mean the lesser of (i) the vote of 67% or more of the voting securities of
such 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 or
represented by proxy, or (ii) the vote of more than 50% of the outstanding
voting securities of such Fund.
8. 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.
9. INTERPRETATION; GOVERNING LAW.
This Agreement shall be subject to and interpreted in accordance with all
applicable provisions of law including, but not limited to, the Act, and the
rules and regulations promulgated thereunder. To the extent that the provisions
herein contained conflict with any such applicable provisions of law, the latter
shall control. The laws of the State of Minnesota shall otherwise govern the
construction, validity and effect of the Agreement.
10. SPECIAL NOTICE.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice
hereby is given that this Agreement was executed and delivered on behalf of the
Trust by a duly authorized officer of the Trust in such person's capacity as an
officer of the Trust, and not individually, and the obligations of the Trust
under this Agreement are not binding upon any of the officers, trustees or
shareholders of the Trust individually, but are binding only upon the assets and
property of the applicable Funds of the Trust for the benefit of which the
trustees have caused this Agreement to be executed and delivered.
IN WITNESS WHEREOF, the Company and Voyageur have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
VOYAGEUR INVESTMENT TRUST II
By /s/Theodore E. Jessen
--------------------------
Theodore E. Jessen
Its /s/Secretary
------------------------
Secretary
VOYAGEUR FUND MANAGERS, INC.
By /s/Kenneth R. Larsen
----------------------------
Kenneth R. Larsen
Its /s/Chief Financial Officer
--------------------------
Chief Financial Officer
Exhibit A
to
Investment Advisory Agreement
between
Voyageur Fund Managers, Inc.
and
Voyageur Investment Trust II
MONTHLY
ADVISORY FEE
(as % of average
FUND EFFECTIVE DATE daily net assets)
---- -------------- -----------------
Series A--Voyageur Florida
Limited Term Tax Free Fund May 2, 1994 .033333% (1)
(1) Voyageur shall reimburse the Fund, in an amount not in excess of the
administrative services fee payable by the Fund under the Administrative
Services Agreement between the Fund and Voyageur and the advisory and
management fee payable by the Fund hereunder, if, and to the extent that,
the aggregate operating expenses of the Fund --including the advisory and
management fee, the administrative services fee and deferred organizational
costs, but excluding interest expense, taxes, brokerage fees and
commissions, insurance premiums on portfolio securities (if any) and Rule
12b-1 fees (if any) -- are in excess of 1.00% (on an annual basis) of the
average daily net assets of the Fund (the "Expense Limit"). Voyageur shall
first reimburse to the Fund the advisory and management fee payable
hereunder by the Fund, and then, to the extent necessary to reduce the
Fund's expenses to the Expense Limit, shall reimburse to the Fund the
administrative services agreement fee payable under the Administrative
Services Agreement between the Fund and Voyageur.
VOYAGEUR INVESTMENT TRUST II
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of March 1995,
by and between Voyageur Investment Trust II, a Massachusetts business trust (the
"Trust"), for and on behalf of its sole series, Voyageur Florida Limited Term
Tax Free Fund (the "Fund") and Voyageur Fund Distributors, Inc., a Minnesota
corporation (the "Underwriter"). This Agreement shall apply to the Class A,
Class B and Class C shares of the Fund.
WITNESSETH:
1. UNDERWRITING SERVICES
The Trust on behalf of each Class hereby engages the Underwriter, and the
Underwriter hereby agrees to act, as principal underwriter for each Class in the
sale and distribution of the shares of each Class to the public, either through
dealers or otherwise. The Underwriter agrees to offer such shares for sale at
all times when such shares are available for sale and may lawfully be offered
for sale and sold.
2. SALE OF SHARES
The shares of each Class are to be sold only on the following terms:
(a) All subscriptions, offers, or sales shall be subject to acceptance or
rejection by the Trust. Any offer or sale shall be conclusively
presumed to have been accepted by the Trust if the Trust shall fail to
notify the Underwriter of the rejection of such offer or sale prior to
the computation of the net asset value of the applicable Class's
shares next following receipt by the Trust of notice of such offer or
sale.
(b) No share of a Class shall be sold by the Underwriter (i) for any
consideration other than cash or, pursuant to any exchange privilege
provided for by such Class's currently effective Prospectus or
Statement of Additional Information, shares of any other investment
company for which the Underwriter acts as an underwriter, or (ii)
except in instances otherwise provided for by such Class's currently
effective Prospectus or Statement of Additional Information, for any
amount less than the public offering price per share, which shall be
determined in accordance with such Class's currently effective
Prospectus and Statement of Additional Information.
(c) In connection with certain sales of shares, a contingent deferred
sales charge will be imposed in the event of a redemption transaction
occurring within a certain period of time following such a purchase,
as described in each Class's currently effective Prospectus and
Statement of Additional Information.
(d) The front-end sales charge, if any, for any Class may, at the
discretion of the Trust and the Underwriter, be reduced or eliminated
as permitted by the Investment Company Act of 1940, and the rules and
regulations thereunder, as they may be amended from time to time (the
"1940 Act"), provided that such reduction or elimination shall be set
forth in the Prospectus for such Class, and provided that the Trust
shall in no event receive for any shares sold an amount less than the
net asset value thereof. In addition, any contingent deferred sales
charge for any Class may, at the discretion of the Trust and the
Underwriter, be reduced or eliminated in accordance with the terms of
an exemptive order received from, or any applicable rule or rules
promulgated by, the Securities and Exchange Commission, provided that
such reduction or elimination shall be set forth in the Prospectus for
such Class.
(e) The Underwriter shall require any securities dealer entering into a
selected dealer agreement with the Underwriter to disclose to
prospective investors the existence of all available Classes of a Fund
and to determine the suitability of each available Class as an
investment for each such prospective investor.
3. REGISTRATION OF SHARES
The Trust agrees to make prompt and reasonable efforts to effect and keep
in effect, at its expense, the registration or qualification of each Class's
shares for sale in such jurisdictions as the Trust may designate.
4. INFORMATION TO BE FURNISHED TO THE UNDERWRITER
The Trust agrees that it will furnish the Underwriter with such information
with respect to the affairs and accounts of the Trust (and each Fund or Class
thereof) as the Underwriter may from time to time reasonably require, and
further agrees that the Underwriter, at all reasonable times, shall be permitted
to inspect the books and records of the Trust.
5. ALLOCATION OF EXPENSES
During the period of this Agreement, the Trust shall pay or cause to be
paid all expenses, costs and fees incurred by the Trust which are not assumed by
the Underwriter. The Underwriter agrees to provide, and shall pay costs which it
incurs in connection with providing, administrative or accounting services to
shareholders of each Class (such costs are referred to as "Shareholder Servicing
Costs"). The Underwriter shall also pay all costs of distributing the shares of
each Class ("Distribution Expenses"). Distribution Expenses include, but are not
limited to, initial and ongoing sales compensation (in addition to sales loads)
paid to investment executives of the Underwriter and to other broker-dealers and
participating financial institutions; expenses incurred in the printing of
prospectuses, statements of additional information and reports used for sales
purposes; expenses of preparation and distribution of sales literature; expenses
of advertising of any type; an allocation of the Underwriter's overhead;
payments to and expenses of persons who provide support services in connection
with the distribution of Fund shares; and other distribution-related expenses.
Shareholder Servicing Costs include all expenses of the Underwriter incurred in
connection with providing administrative or accounting services to shareholders
of each Class, including, but not limited to, an allocation of the Underwriter's
overhead and payments made to persons, including employees of the Underwriter,
who respond to inquiries of shareholders regarding their ownership of Class
shares, or who provide other administrative or accounting services not otherwise
required to be provided by the applicable Fund's investment adviser or transfer
agent.
6. COMPENSATION TO THE UNDERWRITER
As compensation for all of its services provided and its costs assumed
under this Agreement, the Underwriter shall receive the following forms and
amounts of compensation:
(a) The Underwriter shall be entitled to receive or retain the front-end
sales charge (if any) imposed in connection with sales of shares of each Class,
as set forth in the applicable Class's current Prospectus. Up to the entire
amount of the front-end sales charge (if any) with respect to each applicable
Class may be reallowed by the Underwriter to broker-dealers and participating
financial institutions in connection with their sale of Fund shares. The amount
of the front-end sales charge (if any) may be retained or deducted by the
Underwriter from any sums received by it in payment for shares so sold. If such
amount is not deducted by the Underwriter from such payments, such amount shall
be paid to the Underwriter by the Trust not later than five business days after
the close of any calendar quarter during which any such sales were made by the
Underwriter and payment received by the Trust.
(b) The Underwriter shall be entitled to receive or retain any contingent
deferred sales charge imposed in connection with any redemption of applicable
Class shares, as set forth in each applicable Class's current Prospectus.
(c) Pursuant to the Trust's Plan of Distribution adopted in accordance with
Rule 12b-1 under the 1940 Act (the "Plan"):
(i) Class A of the Fund is obligated to pay the Underwriter a total
fee in connection with the servicing of shareholder accounts of such Class
and in connection with distribution-related services provided in respect of
such Class, calculated and payable quarterly, at the annual rate of .25% of
the value of the average daily net assets of such Class. All or any portion
of such total fee may be payable as a Shareholder Servicing Fee, and all or
any portion of such total fee may be payable as a Distribution Fee, as
determined from time to time by the Trust's Board of Trustees. Until
further action by the Board of Trustees, all of such fee shall be
designated and payable as a Shareholder Servicing Fee.
(ii) Class B of the Fund offering shares of such class is obligated to
pay the Underwriter a total fee in connection with the servicing of
shareholder accounts of such class and in connection with
distribution-related services provided in respect of such class, calculated
and payable quarterly, at the annual rate of 1.00% of the value of the
average daily net assets of such class. All or any portion of such total
fee may be payable as a Shareholder Servicing Fee, and all or any portion
of such total fee may be payable as a Distribution Fee, as determined from
time to time by the Company's Board of Directors. Until further action by
the Board of Directors, a portion of such total fee equal to .25% per annum
of the average net assets of such class shall be designated and payable as
a Shareholder Servicing Fee and the remainder of such fee shall be
designated as a Distribution Fee.
(iii) Class C of the Fund is obligated to pay the Underwriter a total
fee in connection with the servicing of shareholder accounts of such Class
and in connection with distribution-related services provided in respect of
such Class, calculated and payable quarterly, at the annual rate of 1.00%
of the value of the average daily net assets of such Class. All or any
portion of such total fee may be payable as a Shareholder Servicing Fee,
and all or any portion of such total fee may be payable as a Distribution
Fee, as determined from time to time by the Trust's Board of Trustees.
Until further action by the Board of Trustees, a portion of such total fee
equal to .25% per annum of Class C's average net assets shall be designated
and payable as a Shareholder Servicing Fee and the remainder of such fee
shall be designated as a Distribution Fee.
Average daily net assets shall be computed in accordance with the
Prospectus of each applicable Class. Amounts payable to the Underwriter under
the Plan may exceed or be less than the Underwriter's actual Distribution
Expenses and Shareholder Servicing Costs. In the event such Distribution
Expenses and Shareholder Servicing Costs exceed amounts payable to the
Underwriter under the Plan, the Underwriter shall not be entitled to
reimbursement by the Trust.
(d) In each year during which this Agreement remains in effect, the
Underwriter will prepare and furnish to the Board of Trustees of the Trust, and
the Board will review, on a quarterly basis, written reports complying with the
requirements of Rule 12b-1 under the 1940 Act that set forth the amounts
expended under this Agreement and the Plan on a Class by Class basis and the
purposes for which those expenditures were made.
7. LIMITATION OF THE UNDERWRITER'S AUTHORITY
The Underwriter shall be deemed to be an independent contractor and, except
as specifically provided or authorized herein, shall have no authority to act
for or represent any Fund or the Trust.
8. SUBSCRIPTION FOR SHARES--REFUND FOR CANCELLED ORDERS
The Underwriter shall subscribe for the shares of a Class only for the
purpose of covering purchase orders already received by it or for the purpose of
investment for its own account. In the event that an order for the purchase of
shares of a Class is placed with the Underwriter by a customer or dealer and
subsequently cancelled, the Underwriter shall forthwith cancel the subscription
for such shares entered on the books of the Fund, and, if the Underwriter has
paid the Fund for such shares, shall be entitled to receive from the Fund in
refund of such payment the lesser of:
(a) the consideration received by the Fund for said shares; or
(b) the net asset value of such shares at the time of cancellation by the
Underwriter.
9. INDEMNIFICATION OF THE TRUST
The Underwriter agrees to indemnify each Fund (and Class thereof) and the
Trust against any and all litigation and other legal proceedings of any kind or
nature and against any liability, judgment, cost, or penalty imposed as a result
of such litigation or proceedings in any way arising out of or in connection
with the sale or distribution of the shares of any Class by the Underwriter. In
the event of the threat or institution of any such litigation or legal
proceedings against any Fund, the Underwriter shall defend such action on behalf
of the Fund or the Trust at the Underwriter's own expense, and shall pay any
such liability, judgment, cost, or penalty resulting therefrom, whether imposed
by legal authority or agreed upon by way of compromise and settlement; provided,
however, the Underwriter shall not be required to pay or reimburse a Fund for
any liability, judgment, cost, or penalty incurred as a result of information
supplied by, or as the result of the omission to supply information by, the
Trust to the Underwriter, or to the Underwriter by a director, officer, or
employee of the Trust who is not an "interested person," as defined in the
provisions of the 1940 Act, of the Underwriter, unless the information so
supplied or omitted was available to the Underwriter or the Fund's investment
adviser without recourse to the Fund or the Trust or any such person referred to
above.
10. FREEDOM TO DEAL WITH THIRD PARTIES
The Underwriter shall be free to render to others services of a nature
either similar to or different from those rendered under this contract, except
such as may impair its performance of the services and duties to be rendered by
it hereunder.
11. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
(a) The effective date of this Agreement for each Class is set forth in the
first paragraph of this Agreement. Unless sooner terminated as hereinafter
provided, this Agreement shall continue in effect for a period of one year after
the date of its execution, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually by a vote of the
Board of Trustees of the Trust, and of the trustees who are not "interested
persons" (as defined in the provisions of the 1940 Act) of the Trust and have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan (including, without limitation, this Agreement),
cast in person at a meeting called for the purpose of voting on this Agreement.
(b) This Agreement may be terminated at any time with respect to any Fund
(or Class thereof), without the payment of any penalty, by the vote of a
majority of the members of the Board of Trustees of the Trust who are not
"interested persons" (as defined in the provisions of the 1940 Act) of the Trust
and have no direct or indirect financial interest in the operation of the Plan
or in any agreement related to the Plan (including, without limitation, this
Agreement), or by the vote of a majority of the outstanding voting securities of
such Fund (or Class thereof), or by the Underwriter, upon 60 days' written
notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
"assignment" (as defined by the provisions of the 1940 Act).
(d) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities of a Fund (or Class
thereof) shall mean the lesser of (i) the vote of 67% or more of the voting
securities of such Fund (or Class thereof) present at a regular or special
meeting of shareholders duly called, if more than 50% of the Fund's (or Class's,
as applicable) outstanding voting securities are present or represented by
proxy, or (ii) the vote of more than 50% of the outstanding voting securities of
such Fund (or Class thereof).
12. AMENDMENTS TO AGREEMENT
No material amendment to this Agreement shall be effective until approved
by the Underwriter and by vote of a majority of the Board of Trustees of the
Trust who are not interested persons of the Underwriter.
13. NOTICES
Any notice under this Agreement shall be in writing, addressed, delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate in writing for receipt of such notice.
14. SPECIAL NOTICE
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice
hereby is given that this Agreement was executed and delivered on behalf of the
Trust by a duly authorized officer of the Trust in such person's capacity as an
officer of the Trust, and not individually, and the obligations of the Trust
under this Agreement are not binding upon any of the officers, trustees or
shareholders of the Trust individually, but are binding only upon the assets and
property of the applicable Funds (or Class or Classes thereof) of the Trust for
the benefit of which the trustees have authorized that this Agreement be
executed and delivered.
IN WITNESS WHEREOF, the Trust and the Underwriter have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
VOYAGEUR INVESTMENT TRUST II
By /s/Kenneth R. Larsen
-----------------------------
Kenneth R. Larsen
Its /s/Treasurer
-----------------------------
Treasurer
VOYAGEUR FUND DISTRIBUTORS, INC.
By /s/Kenneth R. Larsen
-----------------------------
Kenneth R. Larsen
Its/s/CFO
----------------------------
CFO
VOYAGEUR FUND DISTRIBUTORS, INC.
90 South Seventh Street
Minneapolis, MN 55402
DEALER SALES AGREEMENT
Dear Sir or Madam:
This Dealer Sales Agreement (the "Agreement") made as of the date set forth
below, by and between Voyageur Fund Distributors, Inc., (the "Underwriter"), and
you (the "Dealer"), sets forth the terms of selling arrangements between the
Underwriter and you as Dealer.
WHEREAS, the Underwriter has entered into Distribution Agreements with
certain investment companies, including open-end investment companies and unit
investment trusts (the "Funds"), under which the Underwriter was engaged and
agreed to act as principal underwriter of the securities of such Funds to the
public, either through dealers or otherwise; and
WHEREAS, the parties hereto desire that the Dealer be a member of a selling
group to sell and distribute shares or units of the Funds' securities to the
public;
NOW, THEREFORE, the Dealer hereby offers to become a member in a selling
group to sell and distribute the Funds' securities to the public and to render
certain shareholder services, subject to the following terms and conditions.
1. ACCEPTANCE OF SUBSCRIPTIONS. Subscriptions solicited by you will be
accepted only at the price, in the amounts, and on the terms which are set forth
in the then current Prospectuses (the term "Prospectus" shall also include any
Statement of Additional Information incorporated therein by reference) of the
Funds.
2. DEALER DISCOUNT AND OTHER COMPENSATION. The Dealer shall receive, for
sales of the Funds' shares or units, the applicable Dealer Discount or other
compensation as set forth in the then current prospectus of the relevant Fund.
Additionally, with respect to certain of the Funds, the Dealer may be entitled
to receive additional compensation upon such terms and conditions and in such
amounts as set forth in such Prospectus (and on Schedule A attached hereto with
respect to sales of money market Funds) for providing to Fund shareholders
certain personal and account maintenance services (including, but not limited
to, responding to shareholder inquiries and providing information on their
investments) not otherwise required to be provided by the applicable Funds'
investment adviser or transfer agent ("Service Fees") or (in addition to the
aforementioned Dealer Discount) for sales of the applicable Fund's securities("
Distribution Fees"). These additional amounts may be amended in the Prospectus
or Schedule A in whole or in part without notice from time to time by the
Underwriter.
3. ORDERS. Orders to purchase shares or units of any Fund shall be placed
as described in the then current Prospectus of the applicable Fund and as
instructed from time to time by the Underwriter. Orders shall be placed promptly
upon receipt, and there shall be no postponement of orders received so as to
profit the Dealer by reason of such postponement. Each order shall be confirmed
by the Dealer in writing on the day such order was placed. Payment for shares or
units ordered from us shall be in New York or Boston clearinghouse funds
received by us by the later of: (i) the end of the fifth business day following
your receipt of the customer's order to purchase such shares or units or (ii)
the end of one business day following your receipt of the customer's payment for
such shares or units, but in no event later than the end of the eighth business
day following your receipt of the customer's order; PROVIDED, HOWEVER, that
commencing as of June 1, 1995 and in accordance with Rule 15c6-1 under the
Securities Exchange Act of 1934, as amended, payment for such shares or units
must be received by us not later than the end of the third business day
following your receipt of the customer's order. If such payment is not received
by us, we reserve the right, without notice, forthwith to cancel the sale, or,
in the case of shares, at our option, to sell the shares ordered back to the
issuer, in which case we may hold you responsible for any loss, including loss
of profit, suffered by us resulting from your failure to make payment as
aforesaid.
4. GENERAL. In soliciting purchases of shares or units of any Fund, the
Dealer shall act as an independent contractor and not as an agent of the
Underwriter or the Fund. The Dealer agrees that neither the Underwriter nor any
other dealer nor any of the Funds shall be deemed an agent of the Dealer.
Nothing herein shall constitute the Dealer as a partner of the Underwriter, any
other dealer or any of the Funds, or render any such entity liable for
obligations of the Dealer. The Dealer understands and agrees that each
shareholder account which includes shares or units of any Fund subject to the
Fund's contingent deferred sales charge (as described in the applicable Fund's
current Prospectus) shall not be included the Dealer's omnibus or house account,
if any, but shall be established as a separate shareholder account in which
purchase and redemption transactions are reported separately to the Underwriter.
5. DEALER'S UNDERTAKINGS. No person is authorized to make any
representation concerning shares or units of any Fund except those contained in
the then current Prospectus of the applicable Fund. The Dealer shall not sell
shares or units of any Fund pursuant to this Agreement unless the then current
Prospectus of the applicable Fund is furnished to the purchaser prior to the
offer and sale. The Dealer shall not use any supplemental sales literature of
any kind without prior written approval of the Underwriter unless it is
furnished by the Underwriter for such purpose. In offering and selling shares or
units of any Fund, the Dealer will rely solely on the representations contained
in the then current Prospectus of the applicable Fund. With respect to any Fund
offering multiple classes of shares, the Dealer shall disclose to prospective
investors the existence of all available classes of such Fund and shall
determine the suitability of each available class as an investment for each such
prospective investor. Notwithstanding Paragraph 8 of this Agreement, the Dealer
agrees to indemnify and to hold harmless the Funds and/or the Underwriter from
and against any and all claims, liability, expense or loss in any way arising
out of or in any way connected with (i) any violation of this Paragraph 5, (ii)
any account established by the Dealer, or for which the Dealer is broker-dealer
of record, with a "transfer on death", "payable on death" or other similar
restriction or (iii) arising out of or in any way connected with the Dealer's
willful, reckless or negligent violation of any law, regulation, contract or
other arrangement; provided that the notice provisions set forth in Paragraph 9
with respect to the Underwriter shall apply equally under this Agreement with
respect to the Dealer.
6. REPRESENTATIONS AND AGREEMENTS OF THE DEALER. By accepting this
Agreement, the Dealer represents that it: (i) is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended; (ii) is qualified to act
as a dealer in each jurisdiction in which it will offer shares of any Fund;
(iii) is a member in good standing of the National Association of Securities
Dealers, Inc.; and (iv) will maintain such registrations, qualifications and
memberships throughout the term of this Agreement. The Dealer shall comply with
all applicable federal laws, the laws of each jurisdiction in which it will
offer shares of any Fund, and the rules and regulations of the National
Association of Securities Dealers, Inc. The Dealer shall not be entitled to any
compensation during any period in which it has been suspended or expelled from
membership in the National Association of Securities Dealers, Inc.
7. DEALER'S EMPLOYEES. By accepting this Agreement, the Dealer assumes full
responsibility for thorough and prior training of its representatives concerning
the selling methods to be used in connection with the offer and sale of shares
of the Fund, giving special emphasis to the principles of full and fair
disclosure to prospective investors.
8. INDEMNIFICATION. Except as otherwise provided in this Agreement, the
Underwriter hereby agrees to indemnify and to hold harmless the Dealer and each
person, if any, who controls the Dealer within the meaning of Section 15 of the
Securities Act of 1933 (the "Act") and their respective successors and assigns
(hereinafter in this paragraph separately and collectively referred to as the
"Defendants") from and against any and all losses, claims, demands or
liabilities, joint or several, to which the Defendants may become subject under
the Act, at common law or otherwise (including any legal or other expense
reasonably incurred in connection therewith), insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement of a material fact contained in the then current
Prospectuses (and/or Statements of Additional Information) of the Funds or arise
out of or are based upon the omission or alleged omission to state therein a
material fact that is required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided that this indemnity agreement is subject to the
condition that notice be given as provided in paragraph 9.
9. NOTICE. Upon the presentation in writing of any claim or the
commencement of any suit against any Defendant in respect of which
indemnification may be sought from the Underwriter on account of its agreement
contained in the preceding sentence, such Defendant shall with reasonable
promptness give notice in writing of such suit to the Underwriter, but failure
so to give such notice shall not relieve the Underwriter from any liability that
it may have to the Defendants otherwise than on account of said indemnity
agreement. The Underwriter shall be entitled to participate at its own expense
in the defense, or, if it so elects, to assume the defense of any such claim or
suit, but if the Underwriter elects to assume the defense, such defense shall be
conducted by counsel chosen by it and satisfactory to the Defendants who are
parties to such suit or against whom such claim is presented. If the Underwriter
elects to assume the defense and retain such counsel as herein provided, such
Defendant shall bear the fees and expenses subsequently incurred of any
additional counsel retained by them. The Underwriter agrees to notify the Dealer
promptly, as soon as it has knowledge thereof, of the commencement of any
litigation or proceedings against the Underwriter or any of the Funds or any of
their directors or officers, in connection with the offer or sale of shares of
the Funds' common stock to the public. The Underwriter's obligation under this
paragraph shall survive the termination of this Agreement.
10. ASSIGNMENT. The Underwriter may assign this Agreement to an affiliate
upon notice to the Dealer. This Agreement may not be assigned by the Dealer.
11. TERMINATION. Either party may terminate this Agreement at any time upon
giving written notice to the other party hereto. This Agreement shall terminate
automatically upon an "assignment" as defined in the Investment Company Act of
1940.
12. WAIVER. No failure, neglect or forbearance on the part of the
Underwriter to require strict performance of this Agreement shall be construed
as a waiver of the rights or remedies of the Underwriter hereunder.
13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Minnesota without reference to the choice of laws or
conflicts principles of such state.
14. SUSPENDING SALES, AMENDING OR CANCELING THIS AGREEMENT. The Underwriter
may, at any time, without notice, suspend sales or withdraw any offering of
shares entirely. The Underwriter reserves the right to amend or cancel this
Agreement upon notice to you. The Dealer agrees that any order to purchase
shares of Funds placed after notice of any amendment to this Agreement has been
sent to the Dealer shall constitute the Dealer's agreement to any such
amendment.
DEALER:
_____________________________ __________________________
(Name) (NSCC Clearing Number)
_____________________________ __________________________
(Tax Identification Number) (NSCC Executing Broker Symbol)
_____________________________ __________________________
(Street Address) (Telephone Number)
_____________________________
(City) (State) (Zip)
Date of offer:__________________, 19___
By________________________________________________
(Signature)
Please Print Name_________________________________
Its_______________________________________________
(Title)
VOYAGEUR FUND DISTRIBUTORS, INC.
By:_____________________________
Name: Frank C. Tonnemaker
Title : President
SCHEDULE A
<TABLE>
<CAPTION>
MONEY MARKET SHARES
A. For money market shares sold by a dealer participating in the Voyageur Cash Advantage Program*:
Average Annual
Fund Aggregate Balance Annual Fee
---- ----------------- ----------
<S> <C> <C>
Voyageur Cash Trust Series $0 - $5 million.............. .40%
Voyageur Minnesota Municipal Cash Trust over $5 million - $10 million .45%
over $10 million............. .50%
Voyageur California Municipal Cash Trust not applicable............... .25%
Voyageur Florida Municipal Cash Trust not applicable............... .25%
B. For money market shares sold by a dealer not participating in the Voyageur Cash Advantage Program*:
Average Annual
Fund Aggregate Balance Annual Fee
---- ----------------- -----------
Voyageur Cash Trust Series not applicable............... .30%
Voyageur Minnesota Cash Trust Series not applicable .............. .25%
Voyageur California Cash Trust Series not applicable .............. .25%
Voyageur Florida Cash Trust Series not applicable............... .25%
</TABLE>
* The Voyageur Cash Advantage Program permits broker/dealers to use the Voyageur
Cash Trust Series of Money Market Funds and additional selected money market
funds as a "proprietary" money market fund family. In order to participate in
the Program, broker/dealers must communicate purchase and sell orders to
Voyageur through electronic or telephonic media, must maintain a single omnibus
account for each applicable Cash Trust Series and must perform all necessary
subaccounting and record keeping for individual client accounts.
FORM OF VOYAGEUR
BANK SALES AGREEMENT
THIS AGREEMENT, made this ________ day of __________, 1995, by and between
Voyageur Fund Distributors, Inc. ("Voyageur"), having its principal office at 90
South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402, and
_______________________ (the "Bank"), having its principal office at
_______________________________________________________________________________.
WHEREAS, Voyageur is engaged in certain distribution and marketing
activities for certain registered investment companies including open-end
investment companies and unit investment trusts (the "Funds"); and
WHEREAS, the parties hereto desire that the Bank be enabled to purchase
shares or units of the Funds' securities solely upon the order of, and for the
account of, customers of the Bank, as agent for such customers;
NOW, THEREFORE, the Bank hereby offers to purchase shares or units of the
Funds' securities and to render certain shareholder services, subject to the
following terms and conditions.
1. CUSTOMERS. The customers referred to in this Agreement are the Bank's
customers and not customers of Voyageur. Voyageur shall execute
transactions for the Bank's customers only upon the Bank's authorization,
it being understood in all cases that (a) the Bank is at all times acting
as the agent of the customer and not of the funds or Voyageur; (b) the
transactions are without recourse against the Bank by the customer; (c) as
between the Bank and the customer, the customer will have full beneficial
ownership of the securities; (d) each transaction is initiated solely upon
the order of the customer without any investment discretion by the Bank;
and (e) each transaction is for the account of the customer and not for the
Bank's account. It is understood and agreed that whether securities are
registered in the purchaser's name, in the Bank's name, or in the name of
the Bank's nominee, the customer will have full beneficial ownership of the
securities. The Bank agrees that it will not withhold placing orders
received from its customers so as to profit itself as a result of such
withholding, and the Bank will place orders for purchases and redemptions
promptly upon receipt from its clients.
2. ACCEPTANCE OF SUBSCRIPTIONS. Purchases made by the Bank on behalf of its
customers will be accepted only at the price, in the amounts, and on the
terms which are set forth in the then current Prospectus (and/or Statement
of Additional Information) of the respective Fund.
3. BANK DISCOUNT AND OTHER COMPENSATION. The Bank shall receive, for each
purchase of shares or units of any of the Funds for customers of the Bank,
as agent for such customers, the applicable Dealer Discount or other
compensation as set forth in the relevant Prospectus (and on Schedule A
hereto with respect to sales of money market funds). Additionally, with
respect to certain of the Funds, the Bank may be entitled to receive
additional compensation upon such terms and conditions and in such amounts
as set forth in the Prospectus providing to Fund shareholders certain
personal and account maintenance services (including, but not limited to,
responding to shareholder inquiries and providing information on their
investments) not otherwise required to be provided by the applicable Fund's
investment adviser or transfer agent ("Service Fees") or (in addition to
the aforementioned Dealer Discount) for sales of shares or units of the
applicable Funds' securities ("Distribution Fee"). Schedule A may be
amended in whole or in part without notice from time to time by Voyageur.
4. ORDERS. Orders to purchase shares or units of the Funds shall be placed as
described in the then current Prospectus (and/or Statement of Additional
Information) of the respective Fund and as instructed from time to time by
Voyageur. Orders shall be placed promptly upon receipt, and there shall be
no postponement of orders received so as to profit the Bank by reason of
such postponement. Each order shall be confirmed by the Bank in writing on
the day such order was placed.
5. GENERAL. In purchasing shares or units of the Funds for customers of the
Bank, as agent for such customers, the Bank shall act as an independent
contractor and not as an agent of Voyageur or the Funds. The Bank
understands and agrees that each shareholder account which includes shares
or units of any Fund subject to the Fund's contingent deferred sales charge
(as described in the applicable Fund's current Prospectus and Statement of
Additional Information) shall not be included in the Bank's omnibus or
house account, if any, but shall be established as a separate shareholder
account in which purchase and redemption transactions are reported
separately to Voyageur.
6. BANK'S UNDERTAKINGS. No person is authorized to make any representation
concerning shares or units of the Funds except those contained in the then
current Prospectus (and/or Statement of Additional Information) of the
respective Fund; provided that all prospective purchasers of Fund shares or
units, prior to the Bank's submission of an order for Fund shares or units
on behalf of such person, shall be informed that an investment in Fund
shares or units is not an obligation of the Bank, and such an investment is
not protected or covered by any deposit insurance. The Bank shall not
purchase shares or units of the Funds for customers of the Bank, as agent
for such customers, pursuant to this Agreement unless the then current
Prospectus of the respective Fund is furnished to the customer prior to the
offer and sale. The Bank shall not use any supplemental sales literature of
any kind without prior written approval of Voyageur unless it is furnished
by Voyageur for such purpose. In purchasing shares or units of the Funds
for customers of the Bank, as agent for such customers, the Bank will rely
solely on the representations contained in the then current Prospectus
(and/or Statement of Additional Information) of the respective Fund. With
respect to any Fund offering multiple classes of shares, the Bank shall
disclose to prospective investors the existence of all available classes of
such Fund and shall determine the suitability of each available class as an
investment for each such prospective investor.
7. REPRESENTATIONS AND AGREEMENTS OF THE BANK. By accepting this Agreement,
the Bank (i) represents that it is a national bank or State bank or trust
company (whether or not a member of the Federal Reserve System) or other
financial institution or private banker (all as defined in Chapter 3 of
Title 12 of United States Code) and (ii) agrees that it will comply with
all applicable federal laws, rules and regulations including, but not
limited to, the Glass- Steagall Act (codified at 12 U.S.C.Sec. 24(7), 78,
377 and 378) and all laws, rules and regulations of any jurisdiction
applicable to the Bank's provision of services hereunder. The Bank shall
promptly answer all written complaints and other correspondence relating to
accounts or forward such complaints to Voyageur.
8. BANK'S EMPLOYEES. By accepting this Agreement, the Bank assumes full
responsibility for thorough and prior training of its representatives
concerning the methods to be used in connection with purchasing shares or
units of the Funds for customers of the Bank, as agent for such customers,
giving special emphasis to the principles of full and fair disclosure to
prospective investors.
9. BANK'S INDEMNIFICATION. The Bank hereby agrees to indemnify and to hold
harmless the Funds and Voyageur and each person, if any, who controls the
Funds or Voyageur within the meaning of Section 15 of the Securities Act of
1933 (the "Act"), from and against any and all losses, claims, demands or
liabilities to which the Funds or Voyageur may become subject under the
Act, or otherwise, insofar as such losses, claims, demands or liabilities
(or actions in respect thereof) arise out of or are based upon any
unauthorized use of sales materials by the Bank or its representatives or
upon alleged misrepresentations or omission to state material facts in
connection with statements made by the Bank or its representatives orally
or by other means; and the Bank will reimburse the Funds and Voyageur for
any legal or other expenses reasonably incurred in connection with the
investigation or defense or any such action or claim. Voyageur shall, after
receiving the first summons or other legal process disclosing the nature of
the action being served upon Voyageur or the Funds, in any proceeding in
respect of which indemnity may be sought by the Funds or Voyageur
hereunder, notify the Bank in writing of the commencement thereof within a
reasonable time. In case any such litigation be brought against the Funds
or Voyageur, Voyageur shall notify the Bank of the commencement thereof and
the Bank shall be entitled to participate in (and to the extent the Bank
shall wish, to direct) the defense thereof at the Bank's expense, but such
defense shall be conducted by counsel of good-standing satisfactory to the
Funds and Voyageur. If the Bank shall fail to provide such defense,
Voyageur or the Funds may defend such action at the Bank's cost and
expense. The Bank's obligation under this paragraph shall survive the
termination of this Agreement.
10. ASSIGNMENT. This Agreement may not be assigned by the Bank without consent
of Voyageur.
11. TERMINATION. Either party may terminate this Agreement at any time upon
giving written notice to the other party hereto.
12. WAIVER. No failure, neglect or forbearance on the part of Voyageur to
require strict performance of this Agreement shall be construed as a waiver
of the rights or remedies of Voyageur hereunder.
13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Minnesota without reference to its choice of laws
principles.
14. SUSPENDING SALES, amending or canceling this Agreement. The Underwriter
may, at any time, without notice, suspend sales or withdraw any offering of
shares or units entirely. The Underwriter reserves the right to amend or
cancel this Agreement upon notice to you. The Bank agrees that any order to
purchase shares or units of funds placed after notice of any amendment to
this Agreement has been sent to the Bank shall constitute the Bank's
agreement to any such amendment.
BANK:
________________________ __________________________
(Name) (NSCC Clearing Number)
________________________ __________________________
(Tax Identification Number) (NSCC Executing Broker Symbol)
________________________ __________________________
(Street Address) (Telephone Number)
________________________
(City) (State) (Zip)
Date of offer: _____________, 19___
By ___________________________________________
(Signature)
Please Print Name ____________________________
Its __________________________________________
(Title)
Accepted by
VOYAGEUR FUND DISTRIBUTORS, INC.
Date of acceptance: _____________, 19__
By ___________________________________________
(Signature)
Its __________________________________________
(Title)
CUSTODIAN AGREEMENT
THIS AGREEMENT, made as of the 2nd day of May, 1994, by and between
Voyageur Investment Trust II, a Massachusetts business trust (the "Fund"), for
and on behalf of each series of the Fund that adopts this Agreement (said series
being hereinafter referred to, individually, as a "Series" and, collectively, as
the "Series"), and Norwest Bank Minnesota N.A., a national banking association
organized and existing under the laws of the United States of America (the
"Custodian"). The name of each Series that adopts this Agreement and the
effective date of this Agreement with respect to each such Series are set forth
in EXHIBIT A hereto.
WITNESSETH:
WHEREAS, the Fund desires to appoint the Custodian as the custodian for the
assets of each Series, and the Custodian desires to accept such appointment,
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein made, the Fund and the Custodian agree as follows:
ARTICLE 1. DEFINITIONS
The word "Securities" as used herein shall be construed to include, without
being limited to, shares, stocks, bonds, debentures, notes, scrip, participation
certificates, rights to subscribe, warrants, options, certificates of deposit,
bankers' acceptances, repurchase agreements, commercial paper, choses in action,
evidences of indebtedness, investment contracts, voting trust certificates,
certificates of indebtedness and certificates of interest of any and every kind
and nature whatsoever, secured and unsecured, issued or to be issued, by any
corporation, company, partnership (limited or general), association, trust,
entity or person, public or private, whether organized under the laws of the
United States, or any state, commonwealth, territory or possession thereof, or
organized under the laws of any foreign country, or any state, province,
territory or possession thereof, or issued or to be issued by the United States
government or any agency or instrumentality thereof, options on stock indexes,
stock index and interest rate futures contracts and options thereon, and other
futures contracts and options thereon.
The words "Written Order from the Fund" shall mean a writing signed or
initialed by one or more person or persons designated in the current certified
list referred to in Article 2, provided that if said writing is signed by only
one person, that person shall be an officer of the Fund designated in said
current certified list. "Written Order from the Fund" also may include a
communication effected directly between electro-mechanical or electronic devices
(including, but not limited to, facsimile transceivers) provided that management
of the Fund and the Custodian are satisfied that such procedures afford adequate
safeguards for the assets of each Series.
ARTICLE 2. NAMES, TITLES AND SIGNATURES OF FUND'S OFFICERS
The Fund shall certify to the Custodian the names, titles and signatures of
officers and other persons who are authorized to give any Written Order from the
Fund on behalf of each Series. The Fund agrees that, whenever any change in such
authorization occurs, it will file with the Custodian a new certified list of
names, titles and signatures which shall be signed by at least one officer
previously certified to the Custodian if any such officer still holds an office
in the Fund. The Custodian is authorized to rely and act upon the names, titles
and signatures of the individuals as they appear in the most recent such
certified list which has been delivered to the Custodian as hereinbefore
provided.
ARTICLE 3. SUB-CUSTODIANS AND DEPOSITORIES
Notwithstanding any other provision in this Agreement to the contrary, all
or any of the cash and Securities of each Series may be held in the Custodian's
own custody or in the custody of one or more other banks or trust companies
selected by the Custodian or as directed in one or more Written Orders from the
Fund. Any such sub-custodian must have the qualifications required for
custodians under the Investment Company Act of 1940, as amended. The Custodian
or sub-custodian, as the case may be, may participate directly or indirectly in
one or more "securities depositories" (as defined in Rule 17f-4 under the
Investment Company Act of 1940, as amended, or in any successor provisions or
rules thereto). Any references in this Agreement to the delivery of Securities
by or to the Custodian shall, with respect to Securities custodied with one of
the aforementioned "securities depositories," be interpreted to mean that the
Custodian shall cause a bookkeeping entry to be made by the applicable
securities depository to indicate the transfer of ownership of the applicable
Security to or from the Fund, all as set forth in one or more Written Orders
from the Fund. Additionally, any references in this Agreement to the receipt of
proceeds or payments with respect to Securities transactions shall, with respect
to Securities custodied with one of the aforementioned "securities
depositories," be interpreted to mean that the Custodian shall have received an
advice from such securities depository that said proceeds or payments have been
received by such depository and deposited in the Custodian's account.
ARTICLE 4. RECEIPT AND DISBURSING OF MONEY
SECTION (1). The Fund shall from time to time cause cash owned by the Fund
to be delivered or paid to the Custodian for the account of any Series, but the
Custodian shall not be under any obligation or duty to determine whether all
cash of the Fund is being so deposited or to take any action or to give any
notice with respect to cash not so deposited. The Custodian agrees to hold such
cash, together with any other sum collected or received by it for or on behalf
of each Series of the Fund, in the account of such Series in conformity with the
terms of this Agreement. The Custodian shall be authorized to disburse cash from
the account of each Series only:
(a) upon receipt of and in accordance with Written Orders from the
Fund stating that such cash is being used for one or more of the following
purposes, and specifying such purpose or purposes, provided, however, that
a reference in such Written Order from the Fund to the pertinent paragraph
or paragraphs of this Article shall be sufficient compliance with this
provision:
(i) the payment of interest;
(ii) the payment of dividends;
(iii) the payment of taxes;
(iv) the payment of the fees or charges to any investment adviser
of any Series;
(v) the payment of fees to a Custodian, stock registrar,
transfer agent or dividend disbursing agent for any Series;
(vi) the payment of distribution fees and commissions;
(vii)the payment of any operating expenses, which shall be deemed
to include legal and accounting fees and all other expenses
not specifically referred to in this paragraph (a);
(viii) payments to be made in connection with the conversion,
exchange or surrender of Securities owned by any Series;
(ix) payments on loans that may from time to time be due;
(x) payment to a recognized and reputable broker for Securities
purchased by the Fund through said broker (whether or not
including any regular brokerage fees, charges or commissions
on the transaction) upon receipt by the Custodian of such
Securities in proper form for transfer and after the receipt
of a confirmation from the broker or dealer with respect to
the transaction;
(xi) payment to an issuer or its agent on a subscription for
Securities of such issuer upon the exercise of rights so to
subscribe, against a receipt from such issuer or agent for
the cash so paid;
(b) as provided in Article 5 hereof; and
(c) upon the termination of this Agreement.
SECTION (2). The Custodian is hereby appointed the attorney-in-fact of the
Fund to use reasonable efforts to enforce and collect all checks, drafts or
other orders for the payment of money received by the Custodian for the account
of each Series and drawn to or to the order of the Fund and to deposit them in
the account of the applicable Series.
ARTICLE 5. RECEIPT OF SECURITIES
The Fund agrees to place all of the Securities of each Series in its
account with the Custodian, but the Custodian shall not be under any obligation
or duty to determine whether all Securities of any Series are being so
deposited, or to require that such Securities be so deposited, or to take any
action or give any notice with respect to the Securities not so deposited. The
Custodian agrees to hold such Securities in the account of the Series designated
by the Fund, in the name of the Fund or of bearer or of a nominee of the
Custodian, and in conformity with the terms of this Agreement. The Custodian
also agrees, upon Written Order from the Fund, to receive from persons other
than the Fund and to hold in the account of the Series designated by the Fund
Securities specified in said Written Order of the Fund, and, if the same are in
proper form, to cause payment to be made therefor to the persons from whom such
Securities were received, from the funds of the applicable Series held by the
Custodian in said account in the amounts provided and in the manner directed by
the Written Order from the Fund.
The Custodian agrees that all Securities of each Series placed in its
custody shall be kept physically segregated at all times from those of any other
Series, person, firm or corporation, and shall be held by the Custodian with all
reasonable precautions for the safekeeping thereof. Upon delivery of any
Securities of any Series to a subcustodian pursuant to Article 3 of this
Agreement, the Custodian will create and maintain records identifying those
assets which have been delivered to the subcustodian as belonging to the
applicable Series.
ARTICLE 6. DELIVERY OF SECURITIES
The Custodian agrees to transfer, exchange or deliver Securities as
provided in Article 7, or on receipt by it of, and in accordance with, a Written
Order from the Fund in which the Fund shall state specifically which of the
following cases is covered thereby:
(a) in the case of deliveries of Securities sold by the Fund, against
receipt by the Custodian of the proceeds of sale and after receipt of a
confirmation from a broker or dealer (or, in accordance with industry
practice with respect to "same day trades," acceptance of delivery of such
securities by the broker or dealer, which acceptance is followed up by
confirmation thereof within the normal settlement period) with respect to
the transaction;
(b) in the case of deliveries of Securities which may mature or be
called, redeemed, retired or otherwise become payable, against receipt by
the Custodian of the sums payable thereon or against interim receipts or
other proper delivery receipts;
(c) in the case of deliveries of Securities which are to be
transferred to and registered in the name of the Fund or of a nominee of
the Custodian and delivered to the Custodian for the account of the Series,
against receipt by the Custodian of interim receipts or other proper
delivery receipts;
(d) in the case of deliveries of Securities to the issuer thereof, its
transfer agent or other proper agent, or to any committee or other
organization for exchange for other Securities to be delivered to the
Custodian in connection with a reorganization or recapitalization of the
issuer or any split-up or similar transaction involving such Securities,
against receipt by the Custodian of such other Securities or against
interim receipts or other proper delivery receipts;
(e) in the case of deliveries of temporary certificates in exchange
for permanent certificates, against receipt by the Custodian of such
permanent certificates or against interim receipts or other proper delivery
receipts;
(f) in the case of deliveries of Securities upon conversion thereof
into other Securities, against receipt by the Custodian of such other
Securities or against interim receipts or other proper delivery receipts;
(g) in the case of deliveries of Securities in exchange for other
Securities (whether or not such transactions also involve the receipt or
payment of cash), against receipt by the Custodian of such other Securities
or against interim receipts or other proper delivery receipts;
(h) in the case of warrants, rights or similar Securities, the
surrender thereof in the exercise of such warrants, rights or similar
Securities or the surrender of interim receipts or temporary Securities for
definitive Securities;
(i) for delivery in connection with any loans of securities made by
the Fund for the benefit of any Series, but only against receipt of
adequate collateral as agreed upon from time to time by the Custodian and
the Fund;
(j) for delivery as security in connection with any borrowings by the
Fund for the benefit of any Series requiring a pledge of assets from the
applicable Series, but only against receipt of amounts borrowed;
(k) for delivery in accordance with the provisions of any agreement
among the Fund, the Custodian and a bank, broker-dealer or futures
commission merchant relating to compliance with applicable rules and
regulations regarding account deposits, escrow or other arrangements in
connection with transactions by the Fund for the benefit of any Series;
(l) in a case not covered by the preceding paragraphs of this Article,
upon receipt of a resolution adopted by the Board of Trustees of the Fund,
signed by an officer of the Fund and certified to by the Secretary,
specifying the Securities and assets to be transferred, exchanged or
delivered, the purposes for which such delivery is being made, declaring
such purposes to be proper corporate purposes, and naming a person or
persons (each of whom shall be a properly bonded officer or employee of the
Fund) to whom such transfer, exchange or delivery is to be made; and
(m) in the case of deliveries pursuant to paragraphs (a) through (k)
above, the Written Order from the Fund shall direct that the proceeds of
any Securities delivered, or Securities or other assets exchanged for or in
lieu of Securities so delivered, are to be delivered to the Custodian.
ARTICLE 7. CUSTODIAN'S ACTS WITHOUT WRITTEN ORDERS FROM THE FUND
Unless and until the Custodian receives contrary Written Orders from the
Fund, the Custodian shall without order from the Fund:
(a) present for payment all bills, notes, checks, drafts and similar
items, and all coupons or other income items (except stock dividends), held
or received for the account of any Series, and which require presentation
in the ordinary course of business, and credit such items to the account of
the applicable Series conditionally, subject to final payment;
(b) present for payment all Securities which may mature or be called,
redeemed, retired or otherwise become payable and credit such items to the
account of the applicable Series conditionally, subject to final payment;
(c) hold for and credit to the account of any Series all shares of
stock and other Securities received as stock dividends or as the result of
a stock split or otherwise from or on account of Securities of the Series,
and notify the Fund, in the Custodian's monthly reports to the Fund, of the
receipt of such items;
(d) deposit or invest (as instructed from time to time by the Fund)
any cash received by it from, for or on behalf of any Series to the credit
of the account of the applicable Series;
(e) charge against the account for any Series disbursements authorized
to be made by the Custodian hereunder and actually made by it, and notify
the Fund of such charges at least once a month;
(f) deliver Securities which are to be transferred to and reissued in
the name of any Series, or of a nominee of the Custodian for the account of
any Series, and temporary certificates which are to be exchanged for
permanent certificates, to a proper transfer agent for such purpose against
interim receipts or other proper delivery receipts; and
(g) hold for disposition in accordance with Written Orders from the
Fund hereunder all options, rights and similar Securities which may be
received by the Custodian and which are issued with respect to any
securities held by it hereunder, and notify the Fund promptly of the
receipt of such items.
ARTICLE 8. SEGREGATED ACCOUNTS
Upon receipt of a Written Order from the Fund, the Custodian shall
establish and maintain one or more segregated accounts for and on behalf of the
Series specified in said Written Order from the Fund for purposes of segregating
cash and/or Securities (of the type agreed upon from time to time by the
Custodian and the Fund) for the purpose or purposes specified in said Written
Order from the Fund.
ARTICLE 9. DELIVERY OF PROXIES
The Custodian shall deliver promptly to the Fund all proxies, notices and
communications with relation to Securities held by it which it may receive from
sources other than the Fund.
ARTICLE 10. TRANSFER
The Fund shall furnish to the Custodian appropriate instruments to enable
the Custodian to hold or deliver in proper form for transfer any Securities
which it may hold for the account of any Series of the Fund. For the purpose of
facilitating the handling of Securities, unless otherwise directed by Written
Order from the Fund, the Custodian is authorized to hold Securities deposited
with it under this Agreement in the name of its registered nominee or nominees
(as defined in the Internal Revenue Code and any regulations of the United
States Treasury Department issued thereunder or in any provision of any
subsequent federal tax law exempting such transaction from liability for stock
transfer taxes) and shall execute and deliver all such certificates in
connection therewith as may be required by such laws or regulations or under the
laws of any state. The Custodian shall, if requested by the Fund, advise the
Fund of the certificate number of each certificate so presented for transfer and
that of the certificate received in exchange therefor, and shall use its best
efforts to the end that the specific Securities held by it hereunder shall be at
all times identifiable.
ARTICLE 11. TRANSFER TAXES AND OTHER DISBURSEMENTS
The Fund, for and on behalf of each Series, shall pay or reimburse the
Custodian for any transfer taxes payable upon transfers of Securities made
hereunder, including transfers incident to the termination of this Agreement,
and for all other necessary and proper disbursements and expenses made or
incurred by the Custodian in the performance or incident to the termination of
this Agreement, and the Custodian shall have a lien upon any cash or Securities
held by it for the account of each applicable Series of the Fund for all such
items, enforceable, after thirty days' written notice by registered mail from
the Custodian to the Fund, by the sale of sufficient Securities to satisfy such
lien. The Custodian may reimburse itself by deducting from the proceeds of any
sale of Securities an amount sufficient to pay any transfer taxes payable upon
the transfer of Securities sold. The Custodian shall execute such certificates
in connection with Securities delivered to it under this Agreement as may be
required, under the provisions of any federal revenue act and any regulations of
the Treasury Department issued thereunder or any state laws, to exempt from
taxation any transfers and/or deliveries of any such Securities as may qualify
for such exemption.
ARTICLE 12. CUSTODIAN'S LIABILITY FOR
PROCEEDS OF SECURITIES SOLD
If the mode of payment for Securities to be delivered by the Custodian is
not specified in the Written Order from the Fund directing such delivery, the
Custodian shall make delivery of such Securities against receipt by it of cash,
a postal money order or a check drawn by a bank, trust company or other banking
institution, or by a broker named in such Written Order from the Fund, for the
amount the Custodian is directed to receive. The Custodian shall be liable for
the proceeds of any delivery of Securities made pursuant to this Article, but
provided that it has complied with the provisions of this Article, only to the
extent that such proceeds are actually received.
ARTICLE 13. CUSTODIAN'S REPORT
The Custodian shall furnish the Fund, as of the close of business on the
last business day of each month, a statement showing all cash transactions and
entries for the account of each Series of the Fund. The books and records of the
Custodian pertaining to its actions as Custodian under this Agreement shall be
open to inspection and audit, at reasonable times, by officers of, and auditors
employed by, the Fund. The Custodian shall furnish the Fund with a list of the
Securities held by it in custody for the account of each Series of the Fund as
of the close of business on the last business day of each quarter of the Fund's
fiscal year.
ARTICLE 14. CUSTODIAN'S COMPENSATION
The Custodian shall be paid compensation at such rates and at such
times as may from time to time be agreed on in writing by the parties hereto (as
set forth with respect to each Series in EXHIBIT B hereto), and the Custodian
shall have a lien for unpaid compensation, to the date of termination of this
Agreement, upon any cash or Securities held by it for the Series accounts of the
Fund, enforceable in the manner specified in Article 11 hereof.
ARTICLE 15. DURATION, TERMINATION AND AMENDMENT OF AGREEMENT
This Agreement shall remain in effect with respect to each Series, as it
may from time to time be amended, until it shall have been terminated as
hereinafter provided, but no such amendment or termination shall affect or
impair any rights or liabilities arising out of any acts or omissions to act
occurring prior to such amendment or termination.
The Custodian may terminate this Agreement by giving the Fund ninety days'
written notice of such termination by registered mail addressed to the Fund at
its principal place of business.
The Fund may terminate this Agreement by giving ninety days' written notice
thereof delivered by registered mail to the Custodian at its principal place of
business. Additionally, this Agreement may be terminated with respect to any
Series of the Fund pursuant to the same procedures, in which case this Agreement
shall continue in full effect with respect to all other Series of the Fund.
Upon termination of this Agreement, the assets of the Fund, or Series
thereof, held by the Custodian shall be delivered by the Custodian to a
successor custodian upon receipt by the Custodian of a Written Order from the
Fund designating the successor custodian; and if no successor custodian is
designated in said Written Order from the Fund, the Custodian shall, upon such
termination, deliver all such assets to the Fund.
This Agreement may be amended or terminated at any time by the mutual
agreement of the Fund and the Custodian. Additionally, this Agreement may be
amended or terminated with respect to any Series of the Fund at any time by the
mutual agreement of the Fund and the Custodian, in which case such amendment or
termination would apply to such Series amending or terminating this Agreement
but not to the other Series of the Fund.
This Agreement may not be assigned by the Custodian without the consent of
the Fund, authorized or approved by a resolution of its Board of Trustees.
ARTICLE 16. SUCCESSOR CUSTODIAN
Any bank or trust company into which the Custodian or any successor
custodian may be merged or converted or with which it or any successor custodian
may be consolidated, or any bank or trust company resulting from any merger,
conversion or consolidation to which the Custodian or any successor custodian
shall be a party, or any bank or trust company succeeding to the business of the
Custodian, shall be and become the successor custodian without the execution of
any instrument or any further act on the part of the Fund or the Custodian or
any successor custodian.
Any successor custodian shall have all the power, duties and obligations of
the preceding custodian under this Agreement and any amendments thereof and
shall succeed to all the exemptions and privileges of the preceding custodian
under this Agreement and any amendments thereof.
ARTICLE 17. GENERAL
Nothing expressed or mentioned in or to be implied from any provisions of
this Agreement is intended to give or shall be construed to give any person or
corporation other than the parties hereto any legal or equitable right, remedy
or claim under or in respect of this Agreement or any covenant, condition or
provision herein contained, this Agreement and all of the covenants, conditions
and provisions hereof being intended to be, and being, for the sole and
exclusive benefit of the parties hereto and their respective successors and
assigns.
It is the purpose and intention of the parties hereto that the Fund shall
retain all the power, rights and responsibilities of determining policy,
exercising discretion and making decisions with respect to the purchase, or
other acquisition, and the sale, or other disposition, of all of its Securities,
and that the duties and responsibilities of the Custodian hereunder shall be
limited to receiving and safeguarding the assets and Securities of each Series
of the Fund and to delivering or disposing of them pursuant to the Written Order
from the Fund as aforesaid, and the Custodian shall have no authority, duty or
responsibility for the investment policy of the Fund or for any acts of the Fund
in buying or otherwise acquiring, or in selling or otherwise disposing of, any
Securities, except as hereinbefore specifically set forth.
The Custodian shall in no case or event permit the withdrawal of any money
or Securities of the Fund upon the mere receipt of any trustee, officer,
employee or agent of the Fund, but shall hold such money and Securities for
disposition under the procedures herein set forth.
ARTICLE 18. STANDARD OF CARE; INDEMNIFICATION
In connection with the performance of its duties and responsibilities
hereunder, the Custodian (and each officer, employee, agent, sub-custodian and
depository of or engaged by the Custodian) shall at all times be held to the
standard of reasonable care. The Custodian shall be fully responsible for any
action taken or omitted by any officer, employee, agent, sub-custodian or
depository of or engaged by the Custodian to the same extent as if the Custodian
were to take or omit to take such action directly. The Custodian agrees to
indemnify and hold the Fund and each Series of the Fund harmless from and
against any and all loss, liability and expense, including reasonable legal fees
and expenses, arising out of the Custodian's own negligence, misfeasance, bad
faith or willful misconduct or that of any officer, employee, agent,
sub-custodian and depository of or engaged by the Custodian in the performance
of the Custodian's duties and obligations under this Agreement; PROVIDED,
HOWEVER, that, notwithstanding any other provision in this Agreement, the
Custodian shall not be responsible for the following:
(a) any action taken or omitted in accordance with any Written Order
from the Fund reasonably believed by the Custodian to be genuine and to be
signed by the proper party or parties; or
(b) any action taken or omitted in reasonable reliance on the advice
of counsel of or reasonably acceptable to the Fund relating to any of its
duties and responsibilities hereunder.
The Fund agrees to indemnify and hold the Custodian harmless from and
against any and all loss, liability and expense, including reasonable legal fees
and expenses, arising out of the performance by the Custodian (and each officer,
employee, agent, sub-custodian and depository of or engaged by the Custodian) of
its duties and responsibilities under this Agreement PROVIDED THAT the Custodian
(or any officer, employee, agent, sub-custodian or depository of or engaged by
the Custodian, as applicable) exercised reasonable care in the performance of
its duties and responsibilities under this Agreement.
ARTICLE 19. EFFECTIVE DATE
This Agreement shall become effective with respect to each Series that
adopts this Agreement when this Agreement shall have been approved with respect
to such Series by the Board of Trustees of the Fund. The effective date with
respect to each Series shall be set forth on EXHIBIT A hereto. The Fund shall
transmit to the Custodian promptly after such approval by said Board of Trustees
a copy of its resolution embodying such approval, certified by the Secretary of
the Fund.
ARTICLE 20. GOVERNING LAW
This Agreement is executed and delivered in Minneapolis, Minnesota, and the
laws of the State of Minnesota shall be controlling and shall govern the
construction, validity and effect of this contract.
ARTICLE 21. SPECIAL NOTICE
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice
hereby is given that this Agreement was executed and delivered on behalf of the
Fund by a duly authorized officer of the Fund in such person's capacity as an
officer of the Fund, and not individually, and the obligations of the Fund under
this Agreement are not binding upon any of the officers, trustees or
shareholders of the Fund individually, but are binding only upon the assets and
property of the applicable Fund of the Fund for the benefit of which the
trustees have caused this Agreement to be executed and delivered.
IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement
to be executed in duplicate as of the date first above written by their duly
authorized officers.
ATTEST: VOYAGEUR INVESTMENT TRUST II
By /s/Kenneth R. Larsen
- ----------------------- ----------------------------
Secretary Its /s/Treasurer
---------------------------
ATTEST: NORWEST BANK MINNESOTA, N.A.
By /s/Brent Siegel
- ----------------------- -----------------------------
Trust Officer Its /s/Assistant Vice President
EXHIBIT A
(AS AMENDED THROUGH MAY 2, 1994)
TO
CUSTODIAN AGREEMENT
BETWEEN
VOYAGEUR INVESTMENT TRUST II
AND
NORWEST BANK MINNESOTA, N.A.
NAME OF SERIES EFFECTIVE DATE
- -------------- --------------
Voyageur Florida Limited
Term Tax Free Fund May 2, 1994
EXHIBIT B
(AS AMENDED THROUGH AUGUST 17, 1995)
TO
CUSTODIAN AGREEMENT
BETWEEN
VOYAGEUR INVESTMENT TRUST II
AND
NORWEST BANK MINNESOTA, N.A.
COMPENSATION SCHEDULE
NORWEST BANK MINNESOTA
CUSTODY FEE SCHEDULE
VOYAGEUR MUTUAL FUNDS
DOMESTIC FEE SCHEDULE
ISSUE CHARGE - ANNUALLY
All Issue Types.............................................$17.50
ASSET CHARGES - ANNUALLY
Bonds at Par Value.......................................$0.000065
Stocks at Market Value...................................$0.000065
TRANSACTION CHARGES
DTC Buy/Sell/Maturity.......................................$10.00
Fed Buy/Sell/Maturity.......................................$12.50
PTC Buy/Sell/Maturity.......................................$20.00
Principal Payments..........................................$10.00
Interest Payments........................................no charge
Cash Movements...............................................$3.00
Asset Transfers.............................................$15.00
Corporate Actions
(calls/reorg/split/tender)................................$23.00
Non-Trade Wires.............................................$10.00
Norwest ACCESS........................$10.00 per month/per account
EXTRAORDINARY SERVICES
For any service other than those covered by the aforementioned, a special charge
may be made according to the service provided, time required and responsibility
involved. Such services include, but are not limited to excessive administrative
time, unusual reports, certifications, audits, etc.
ADDITIONAL CHARGES
Reimbursement may be requested for out-of-pocket expenses such as postage,
insurance, shipping, telephone, supplies, etc.
This fee schedule shall remain effective subject to periodic review by all
concerned parties.
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made and entered into this 27th day of October, 1994, by
and between Voyageur Investment Trust II, a Massachusetts business trust
organized under the laws of the Commonwealth of Massachusetts (the "Trust"), on
behalf of each Fund of the Trust represented by a series of shares of beneficial
interest of the Trust that adopts this Agreement (each, a "Fund" and,
collectively, the "Funds") (the Funds, together with the date each Fund adopts
this Agreement, are set forth in EXHIBIT A hereto, which shall be updated from
time to time to reflect additions, deletions or other changes thereto), and
Voyageur Fund Managers, Inc., a Minnesota corporation ("Voyageur").
1. DIVIDEND DISBURSING, ADMINISTRATIVE, ACCOUNTING AND TRANSFER AGENCY
SERVICES; COMPLIANCE SERVICES.
(a) The Trust on behalf of each Fund hereby engages Voyageur, and Voyageur
hereby agrees, to provide to each Fund all dividend disbursing, administrative
and accounting services required by each Fund, including, without limitation,
the following:
(i) The calculation of net asset value per share at such times and in
such manner as specified in each Fund's current Prospectus and Statement of
Additional Information and at such other times as the parties hereto may
from time to time agree upon;
(ii) Upon the receipt of funds for the purchase of Fund shares or the
receipt of redemption requests with respect to Fund shares outstanding, the
calculation of the number of shares to be purchased or redeemed,
respectively;
(iii) Upon the Fund's distribution of dividends, (A) the calculation
of the amount of such dividends to be received per Fund share, (B) the
calculation of the number of additional Fund shares to be received by each
Fund shareholder, other than any shareholder who has elected to receive
such dividends in cash and (C) the mailing of payments with respect to such
dividends to shareholders who have elected to receive such dividends in
cash;
(iv) The provision of transfer agency services as described below:
(1) Voyageur shall make original issues of shares of each Fund in
accordance with each Fund's current Prospectus and Statement of
Additional Information and with instructions from the Trust.
(2) Prior to the daily determination of net asset value of each
Fund in accordance with the each Fund's current Prospectus and
Statement of Additional Information, Voyageur shall process all
purchase orders received since the last determination of each Fund's
net asset value.
(3) Transfers of shares shall be registered and new Fund share certificates
shall be issued by Voyageur upon surrender of properly endorsed outstanding Fund
share certificates with all necessary signature guarantees and satisfactory
evidence of compliance with all applicable laws relating to the payment or
collection of taxes.
(4) Voyageur may issue new Fund share certificates in place of Fund share
certificates represented to have been lost, destroyed or stolen, upon receiving
indemnity satisfactory to Voyageur and may issue new Fund share certificates in
exchange for, and upon surrender of, mutilated Fund share certificates.
(5) Voyageur will maintain stock registry records in the usual form in
which it will note the issuance, transfer and redemption of Fund shares and the
issuance and transfer of Fund share certificates, and is also authorized to
maintain an account in which it will record the Fund shares and fractions issued
and outstanding from time to time for which issuance of Fund share certificates
is deferred.
(6) Voyageur will, in addition to the duties and functions above-mentioned,
perform the usual duties and functions of a stock transfer agent for a
registered investment company.
(v) The creation and maintenance of such records relating to the
business of each Fund as each Fund may from time to time reasonably
request;
(vi) The preparation of tax forms, reports, notices, proxy statements,
proxies and other Fund shareholder communications, and the mailing thereof
to Fund shareholders; and
(vii) The provision of such other dividend disbursing, administrative
and accounting services as the parties hereto may from time to time agree
upon.
(b) The Trust also hereby engages Voyageur to perform, and Voyageur hereby
agrees to perform, such regulatory reporting and compliance related services and
tasks for the Trust or any Fund as the Trust may reasonably request. Without
limiting the generality of the foregoing, Voyageur shall:
(i) Prepare or assist in the preparation of prospectuses, statements
of additional information and registration statements for the Funds, and
assure the timely filing of all required amendments thereto.
(ii) Prepare such reports, applications and documents as may be
necessary to register the Funds' shares with state securities authorities;
monitor sales of Fund shares for compliance with state securities laws; and
file with the appropriate state securities authorities the registration
statement for each Fund and all amendments thereto, required reports
regarding sales and redemptions of Fund shares and such other reports as
may be necessary to register each Fund and its shares with state securities
authorities and keep such registrations effective.
(iii) Develop and prepare communications to shareholders, including
each Fund's annual and semi-annual report to shareholders.
(iv) Obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Funds in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
Investment Company Act of 1940 as such bonds and policies are approved by
the Funds' Board of Trustees.
(v) Prepare and file with the Securities and Exchange Commission each
Fund's semi-annual reports on Form N-SAR and all required notices pursuant
to Rule 24f-2 under the Investment Company Act of 1940.
(vi) Prepare materials (including, but not limited to, agendas,
proposed resolutions and supporting materials) in connection with meetings
of the Trust's Board of Trustees;
(vii) Prepare or assist in the preparation of proxy and other
materials in connection with meetings of the shareholders of the Trust or
any Fund;
(viii) Prepare and file tax returns for the Funds;
(ix) Concur with Fund counsel in connection with the development and
preparation of any of the foregoing; and
(x) Perform such other compliance related services and tasks upon
which the parties hereto may from time to time agree.
(c) Voyageur hereby acknowledges that all records necessary in the
operation of the Fund are the property of the Trust, and in the event that a
transfer of any of the responsibilities set forth herein to someone other than
Voyageur should ever occur, Voyageur will promptly, and at its own cost, take
all steps necessary to segregate such records and deliver them to the Trust.
2. COMPENSATION
(a) As compensation for the dividend disbursing, administrative, accounting
and compliance services to be provided by Voyageur hereunder, each Fund shall
pay to Voyageur a monthly fee as set forth in EXHIBIT A hereto, which fee shall
be paid to Voyageur not later than the fifth business day following the end of
each month in which said services were rendered. For purposes of calculating
each Fund's average daily net assets, as such term is used in this Agreement,
the Fund's net assets shall equal its total assets minus (i) its total
liabilities and (ii) its net orders receivable from dealers.
(b) In addition to the compensation provided for in Section 2(a) hereof and
as set forth in EXHIBIT A hereto, each Fund shall reimburse Voyageur for all
out-of-pocket expenses incurred by Voyageur in connection with its provision of
services hereunder, including, without limitation, postage, stationery and
mailing expenses. Said reimbursement shall be paid to Voyageur not later than
the fifth business day following the end of each month in which said expenses
were incurred.
(c) For purposes of calculating the compensation to be paid to Voyageur
pursuant to Section 2(a) above, "house accounts" with brokerage firms which hold
shares in a Fund will be treated as separate accounts for fee calculation
purposes (based upon the number of shareholder accounts within the "house
account"), where Voyageur's work in connection with servicing such house
accounts is substantially the same as if such accounts did not exist, and
Voyageur had to directly service the shareholder accounts underlying such house
accounts.
3. FREEDOM TO DEAL WITH THIRD PARTIES.
Voyageur 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.
4. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF AGREEMENT.
(a) The effective date of this Agreement with respect to each Fund shall be
the date set forth on EXHIBIT A hereto.
(b) Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect with respect to each Fund for a period more than two years
from the date of its execution but only as long as such continuance is
specifically approved at least annually by (i) the Board of Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of the
applicable Fund, and (ii) by the vote of a majority of the trustees of the Trust
who are not parties to this Agreement or "interested persons", as defined in the
Investment Company Act of 1940 (as amended, the "Act"), of the Adviser or of the
Trust cast in person at a meeting called for the purpose of voting on such
approval.
(c) This Agreement may be terminated with respect to any Fund at any time,
without the payment of any penalty, by the Board of Trustees of the Trust or by
the vote of a majority of the outstanding voting securities of such Fund, or by
Voyageur, 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 Act) unless such assignment is approved in
advance by the Board of Trustees, including a majority of the trustees of the
Trust who are not parties to this Agreement or "interested persons" (as defined
in the Act) of the Adviser or of the Trust, and, if and to the extent required
by the Act, the approval of the shareholders of each Fund.
(e) No amendment to this Agreement shall be effective with respect to any
Fund until approved by the vote of a majority of the trustees of the Trust who
are not parties to this Agreement or "interested persons" (as defined in the
Act) of the Adviser or of the Trust cast in person at a meeting called for the
purpose of voting on such approval and, if and to the extent required by the
Act, a majority of the outstanding voting securities of the applicable Fund.
5. 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.
6. INTERPRETATION; GOVERNING LAW.
This Agreement shall be subject to and interpreted in accordance with all
applicable provisions of law including, but not limited to, the Act and the
rules and regulations promulgated thereunder. To the extent that the provisions
herein contained conflict with any such applicable provisions of law, the latter
shall control. The laws of the Commonwealth of Massachusetts shall otherwise
govern the construction, validity and effect of this Agreement.
7. SPECIAL NOTICE
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice
hereby is given that this Agreement was executed and delivered on behalf of the
Trust by a duly authorized officer of the Trust in such person's capacity as an
officer of the Trust, and not individually, and the obligations of the Trust
under this Agreement are not binding upon any of the officers, trustees or
shareholders of the Trust individually, but are binding only upon the assets and
property of the applicable Fund of the Trust for the benefit of which the
trustees have caused this Agreement to be executed and delivered.
IN WITNESS WHEREOF, the Trust and Voyageur have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
VOYAGEUR INVESTMENT TRUST II
By /s/John G. Taft
-------------------------
John G. Taft
Its /s/President
-----------------------
President
VOYAGEUR FUND MANAGERS, INC.
By /s/John G. Taft
-------------------------
John G. Taft
Its /s/President
-----------------------
President
EXHIBIT A
TO
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
VOYAGEUR FUND MANAGERS, INC.
AND
VOYAGEUR INVESTMENT TRUST II
FUND EFFECTIVE DATE
---- --------------
Series A--Voyageur Florida Limited Term Tax Free Fund October 27, 1994
COMPENSATION
The sum of (i) $1.33 per shareholder account per month; (ii) $1,000 per month if
the Fund's average daily net assets do not exceed $50 million, $1,250 per month
if the Fund's average daily net assets are greater than $50 million but do not
exceed $100 million, and $1,500 per month if the Fund's average daily net assets
are greater than $100 million; and (iii) 0.11% per annum of the first $20
million of the Fund's average daily net assets, .06% per annum of the next $20
million of the Fund's average daily net assets, .035% per annum of the next $60
million of the Fund's average daily net assets, .03% per annum of the next $400
million of the Fund's average daily net assets, and .02% per annum of the Fund's
average daily net assets in excess of $500 million. 1/
- --------
1/ Voyageur shall reimburse the Fund, in an amount not in excess of the
advisory and management fee payable under the Investment Advisory Agreement and
the administrative services fee payable hereunder, if, and to the extent that,
the aggregate operating expenses of the Fund (including the advisory and
management fee, the administrative services fee and deferred organizational
costs, but excluding Rule 12b-1 fees, interest expense, taxes, brokerage fees
and commissions and extraordinary charges and expenses) are in excess of 1.00%
of the average daily net assets of the Fund on an annual basis (the "Expense
Limit"). Voyageur shall first reimburse the Fund the advisory and management fee
payable and then, to the extent necessary to reduce the Fund's expenses to the
Expense Limit, shall reimburse the administrative services fee payable
hereunder.
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Voyageur Tax Free Funds, Inc.
Voyageur Intermediate Tax Free Funds, Inc.
Voyageur Insured Funds, Inc.
Voyageur Investment Trust
Voyageur Investment Trust II
Voyageur Mutual Funds, Inc.
Voyageur Mutual Funds II, Inc.
We consent to the use of our report incorporated herein by reference and to the
references to our Firm under the headings "FINANCIAL HIGHLIGHTS" in Part A and
"ADDITIONAL INFORMATION - Custodian; Counsel; Independent Auditors" in Part B of
the Registration Statement.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 26, 1996
Member Firm of
Klynveld Peat Marwick Goerdeler
VOYAGEUR INVESTMENT TRUST II
PLAN OF DISTRIBUTION
This Plan of Distribution (the "Plan") is adopted pursuant to Rule 12b-1
(the "Rule") under the Investment Company Act of 1940 (as amended, the "1940
Act") by Voyageur Investment Trust II, a Massachusetts business trust (the
"Trust"), for and on behalf of each class (each class is referred to hereinafter
as a "Class") of each series (each series is referred to hereinafter as a
"Fund") thereof. The Classes of each Fund that currently have adopted this Plan,
and the effective dates of such adoptions, are as follow:
Voyageur Florida Limited Term Tax Free Fund, Class A May 2, 1994
Voyageur Florida Limited Term Tax Free Fund, Class B March 1, 1995
Voyageur Florida Limited Term Tax Free Fund, Class C May 2, 1994
1. COMPENSATION
Class A of the Fund is obligated to pay the principal underwriter of the
Fund's shares (the "Underwriter") a total fee in connection with the servicing
of shareholder accounts of such Class and in connection with
distribution-related services provided in respect of such Class, calculated and
payable quarterly, at the annual rate of .25% of the value of the average daily
net assets of such Class. All or any portion of such total fee may be payable as
a Shareholder Servicing Fee, and all or any portion of such total fee may be
payable as a Distribution Fee, as determined from time to time by the Trust's
Board of Trustees. Until further action by the Board of Trustees, all of such
fee shall be designated and payable as a Shareholder Servicing Fee.
Class B of the Fund is obligated to pay the Underwriter a total fee in
connection with the servicing of shareholder accounts of such Class and in
connection with distribution-related services provided in respect of such Class,
calculated and payable quarterly, at the annual rate of 1.00% of the value of
the average daily net assets of such Class. All or any portion of such total fee
may be payable as a Shareholder Servicing Fee, and all or any portion of such
total fee may be payable as a Distribution Fee, as determined from time to time
by the Company's Board of Directors. Until further action by the Board of
Directors, a portion of such total fee equal to .25% per annum of Class B's
average net assets shall be designated and payable as a Shareholder Servicing
Fee and the remainder of such fee shall be designated as a Distribution Fee.
Class C of the Fund is obligated to pay the Underwriter a total fee in
connection with the servicing of shareholder accounts of such Class and in
connection with distribution-related services provided in respect of such Class,
calculated and payable quarterly, at the annual rate of 1.00% of the value of
the average daily net assets of such Class. All or any portion of such total fee
may be payable as a Shareholder Servicing Fee, and all or any portion of such
total fee may be payable as a Distribution Fee, as determined from time to time
by the Trust's Board of Trustees. Until further action by the Board of Trustees,
a portion of such total fee equal to .25% per annum of Class C's average net
assets shall be designated and payable as a Shareholder Servicing Fee and the
remainder of such fee shall be designated as a Distribution Fee.
2. EXPENSES COVERED BY THE PLAN
(a) The Shareholder Servicing Fee may be used by the Underwriter to provide
compensation for ongoing servicing and/or maintenance of shareholder accounts
with each applicable Class of the Trust. Compensation may be paid by the
Underwriter to persons, including employees of the Underwriter, and institutions
who respond to inquiries of shareholders of each applicable Class regarding
their ownership of shares or their accounts with the Trust or who provide other
administrative or accounting services not otherwise required to be provided by
the Trust's investment adviser, transfer agent or other agent of the Trust.
(b) The Distribution Fee may be used by the Underwriter to provide initial
and ongoing sales compensation to its investment executives and to other
broker-dealers in respect of sales of shares of each Class and to pay for other
advertising and promotional expenses in connection with the distribution of
shares of each Class. These advertising and promotional expenses include, by way
of example but not by way of limitation, costs of printing and mailing
prospectuses, statements of additional information and shareholder reports to
prospective investors; preparation and distribution of sales literature;
advertising of any type; an allocation of overhead and other expenses of the
Underwriter related to the distribution of each Class's shares; and payments to,
and expenses of, officers, employees or representatives of the Underwriter, of
other broker-dealers, banks or other financial institutions, and of any other
persons who provide support services in connection with the distribution of each
Class's shares, including travel, entertainment, and telephone expenses.
(c) Payments under the Plan are not tied exclusively to the expenses for
shareholder servicing and distribution related activities actually incurred by
the Underwriter, so that such payments may exceed expenses actually incurred by
the Underwriter. The Trust's Board of Trustees will evaluate the appropriateness
of the Plan and its payment terms on a continuing basis and in doing so will
consider all relevant factors, including expenses borne by the Underwriter and
amounts it receives under the Plan.
3. ADDITIONAL PAYMENTS BY THE ADVISER AND THE UNDERWRITER
The Trust's investment adviser and the Underwriter may, at their option and
in their sole discretion, make payments from their own resources to cover the
costs of additional distribution and shareholder servicing activities.
4. APPROVAL BY SHAREHOLDERS
The Plan will not take effect with respect to any Class, and no fee will be
payable in accordance with Section 1 of the Plan, until the Plan has been
approved by a vote of at least a majority of the outstanding voting securities
of such Class.
5. APPROVAL BY TRUSTEES
Neither the Plan nor any related agreements will take effect until approved
by a majority vote of both (a) the full Board of Trustees of the Trust and (b)
those Trustees who are not interested persons of the Trust and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to it (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on the Plan and the related agreements.
6. CONTINUANCE OF THE PLAN
The Plan will continue in effect from year to year so long as its
continuance is specifically approved annually by vote of the Trust's Board of
Trustees in the manner described in Section 5 above.
7. TERMINATION
The Plan may be terminated at any time with respect to any Class, without
penalty, by vote of a majority of the Independent Trustees or by a vote of a
majority of the outstanding voting securities of such Class.
8. AMENDMENTS
The Plan may not be amended with respect to any Class to increase
materially the amount of the fees payable pursuant to the Plan, as described in
Section 1 above, unless the amendment is approved by a vote of at least a
majority of the outstanding voting securities of that Class (and, if applicable,
of any other affected Class or Classes), and all material amendments to the Plan
must also be approved by the Trust's Board of Trustees in the manner described
in Section 5 above.
9. SELECTION OF CERTAIN TRUSTEES
While the Plan is in effect, the selection and nomination of the Trust's
Trustees who are not interested persons of the Trust will be committed to the
discretion of the Trustees then in office who are not interested persons of the
Trust.
10. WRITTEN REPORTS
In each year during which the Plan remains in effect, the Underwriter and
any person authorized to direct the disposition of monies paid or payable by the
Trust pursuant to the Plan or any related agreement will prepare and furnish to
the Trust's Board of Trustees, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, which set out the
amounts expended under the Plan on a Class by Class basis and the purposes for
which those expenditures were made.
11. PRESERVATION OF MATERIALS
The Trust will preserve copies of the Plan, any agreement relating to the
Plan and any report made pursuant to Section 10 above, for a period of not less
than six years (the first two years in an easily accessible place) from the date
of the Plan, agreement or report.
12. MEANING OF CERTAIN TERMS
As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning that
those terms have under the 1940 Act and the rules and regulations under the 1940
Act, subject to any exemption that may be granted to the Trust under the 1940
Act by the Securities and Exchange Commission.
EXHIBIT 16
COMPUTATION OF PERFORMANCE QUOTATIONS
VOYAGEUR INVESTMENT TRUST II
Average annual total return figures for the current one year period, five year
period, and life of fund ending December 31, 1995, are calculated as follows:
1/n
Formula: P(1+T) = ERV or T = ERV/P -1
Where: P = hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the period
FLORIDA
LIMITED TERM TAX FREE FUND
--------------------------
Class A
One year period (includes 2.75% sales charge):
ERV = 1,119.69
n = 1
T = 11.97
P = 1,000
Five year period:
ERV = N/A
n = N/A
T = N/A
P = N/A
Life of Class A
(since May 1, 1994):
ERV = 1,102.39
n = 1.67
T = 6.01
P = 1,000
Class B
One year period
ERV = N/A
n = N/A
T = N/A
P = N/A
Five year period:
ERV = N/A
n = N/A
T = N/A
P = N/A
Life of Class B
(since September 15, 1995):
ERV = 1,011.31
n = 1
T = 1.13
P = 1,000
Class C
One year period
ERV = 1,079.49
n = 1
T = 7.95
P = 1,000
Five year period:
ERV = N/A
n = N/A
T = N/A
P = N/A
Life of Class C
(since March 23, 1995):
ERV = 1,079.49
n = 1
T = 7.95
P = 1,000
EXHIBIT 16
COMPUTATION OF PERFORMANCE QUOTATIONS
VOYAGEUR INVESTMENT TRUST II
Cumulative total return figures for the period ending December 31, 1995 are
calculated as follows:
Formula: CTR = ERV - P * 100
-------
P
Where: CTR = cumulative total return
ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of
the period
P = initial payment of $1,000
FLORIDA
LIMITED TERM TAX FREE FUND
--------------------------
Class A
(since May 1, 1994)
P = 1,000
ERV = 1,102.39
CTR = 10.24
Class B
(since September 15, 1995)
P = 1,000
ERV = 1,011.31
CTR = 1.13
Class C
(since March 23, 1995)
P = 1,000
ERV = 1,079.49
CTR = 7.95
EXHIBIT 16
COMPUTATION OF PERFORMANCE QUOTATIONS
VOYAGEUR INVESTMENT TRUST II
The 30 day SEC yield for the period ending December 31, 1995 is calculated as
follows:
Formula: 2(((a-b)+1)6 -1)
---
cd
Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends
d = the maximum offering price per share on the last
day of the period
FLORIDA
LIMITED TERM TAX FREE FUND
--------------------------
Class A
a = 3,020.00
b = 243.29
c = 73,797.7363
d = 10.86
SEC Yield = 4.19
Class B
a = 158.59
b = 39.52
c = 3,875.533
d = 10.56
SEC Yield = 3.52
Class C
a = 208.05
b = 62.84
c = 5,083.226
d = 10.55
SEC Yield = 3.27
VOYAGEUR FUNDS, INC.
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VOYAGEUR MUTUAL FUNDS IV, INC.
POWER OF ATTORNEY
The undersigned, duly elected directors, trustees and/or officers of
Voyageur Funds, Inc., Voyageur Tax Free Funds, Inc., Voyageur Insured Funds,
Inc., Voyageur Intermediate Tax Free Funds, Inc., Voyageur Investment Trust,
Voyageur Investment Trust II, Voyageur Mutual Funds, Inc., Voyageur Mutual Funds
II, Inc., Voyageur Mutual Funds III, Inc. and Voyageur Mutual Funds IV, Inc.
(collectively, the "Funds") appoint John G. Taft, Kenneth R. Larsen, Theodore E.
Jessen and Thomas J. Abood, or any one of them, on their behalf as directors,
trustees and/or officers of the Funds, as attorney-in-fact for the purpose of
signing their names and filing with the Securities and Exchange Commission or
any other regulatory authority as may be desirable or necessary, notifications,
registration statements and other filings, and any and all amendments to said
notifications, registration statements and other filings, and all exhibits
thereto and other documents, for the purpose of registering the Funds under the
Investment Company Act of 1940, registering shares of common stock of the Funds
under the Securities Act of 1933 and filing all other documents as may be
required by any federal or state securities commission or otherwise.
REGISTRANT FILE NO.
Voyageur Funds, Inc. 33-16270
Voyageur Tax Free Funds, Inc. 2-87910
Voyageur Insured Funds, Inc. 33-11235
Voyageur Intermediate Tax Free Funds, Inc. 2-99266
Voyageur Investment Trust 33-42827
REGISTRANT FILE NO.
Voyageur Investment Trust II 33-75112
Voyageur Mutual Funds, Inc. 33-63238
Voyageur Mutual Funds II, Inc. 33-11495
Voyageur Mutual Funds III, Inc. 2-95928
Voyageur Mutual Funds IV, Inc. 2-95930
/s/ John G. Taft
- ----------------------
John G. Taft
President of all Funds
(except Voyageur Mutual Funds II, Inc.)
/s/ Kenneth R. Larsen
- ----------------------
Kenneth R. Larsen
Treasurer (Principal Financial and
Accounting Officer of all Funds)
/s/ Andrew M. McCullagh, Jr.
- ----------------------------
Andrew M. McCullagh, Jr.
President of Voyageur Mutual Funds II, Inc.
/s/ Thomas F. Madison
- ----------------------
Thomas F. Madison
Director/Trustee of all Funds
/s/ Clarence G. Frame
- ----------------------
Clarence G. Frame
Director/Trustee of all Funds
/s/ James W. Nelson
- ----------------------
James W. Nelson
Director/Trustee of all Funds
/s/ Robert J. Odegard
- ----------------------
Robert J. Odegard
Director/Trustee of all Funds
/s/ Richard F. McNamara
- -----------------------
Richard F. McNamara
Director/Trustee of all Funds
Dated: January 24, 1995
VOYAGEUR TAX FREE FUNDS, INC.
VOYAGEUR INTERMEDIATE TAX FREE FUNDS, INC.
VOYAGEUR INSURED FUNDS, INC.
VOYAGEUR FUNDS, INC.
VOYAGEUR INVESTMENT TRUST
VOYAGEUR INVESTMENT TRUST II
VOYAGEUR MUTUAL FUNDS, INC.
VOYAGEUR MUTUAL FUNDS II, INC.
VOYAGEUR MUTUAL FUNDS III, INC.
VAM INSTITUTIONAL FUNDS, INC.
Multiple Class Plan Pursuant to Rule 18f-3
Adopted as of December 29, 1995
I. PREAMBLE.
Each of the funds listed below (each a "Fund", and collectively the
"Funds"), is a separate series of one of the above-captioned registrants (each,
a "Company"). Each Fund has elected to rely on Rule 18f-3 under the Investment
Company Act of 1940, as amended (the "1940 Act") in offering multiple classes of
shares in such Fund:
<TABLE>
<CAPTION>
<S> <C>
Voyageur Minnesota Tax Free Fund Voyageur Washington Insured Tax Free Fund
Voyageur North Dakota Tax Free Fund Voyageur Florida Tax Free Fund
Voyageur Minnesota Limited Term Tax Free Fund Voyageur Florida Limited Term Tax Free Fund
Voyageur National Limited Term Tax Free Fund Voyageur Iowa Tax Free Fund
Voyageur Arizona Limited Term Tax Free Fund Voyageur Wisconsin Tax Free Fund
Voyageur Colorado Limited Term Tax Free Fund Voyageur Idaho Tax Free Fund
Voyageur California Limited Term Tax Free Fund Voyageur Arizona Tax Free Fund
Voyageur Minnesota Insured Fund Voyageur California Tax Free Fund
Voyageur Arizona Insured Tax Free Fund Voyageur National Tax Free Fund
Voyageur National Insured Tax Free Fund Voyageur Colorado Tax Free Fund
Voyageur Colorado Insured Tax Free Fund Voyageur Growth Stock Fund
Voyageur U.S. Government Securities Fund Voyageur International Equity Fund
Voyageur Florida Insured Tax Free Fund Voyageur Aggressive Growth Fund
Voyageur California Insured Tax Free Fund Voyageur Growth and Income Fund
Voyageur Kansas Tax Free Fund VAM Global Fixed Income Fund
Voyageur Missouri Insured Tax Free Fund VAM Short Duration Government Agency Fund
Voyageur New Mexico Tax Free Fund VAM Intermediate Duration Government Agency Fund
Voyageur Oregon Insured Tax Free Fund VAM Government Mortgage Fund
Voyageur Utah Tax Free Fund VAM Short Duration Total Return Fund
VAM Intermediate Duration Total Return Fund VAM Intermediate Duration Municipal Fund
</TABLE>
This Plan sets forth the differences among classes of shares of the Funds,
including distribution arrangements, shareholder services, expense allocations,
conversion and exchange options, and voting rights.
II. ATTRIBUTES OF SHARE CLASSES.
The attributes of each existing class of the existing Funds with respect to
distribution arrangements, shareholder services, and conversion and exchange
options shall be as set forth in the following materials:
A. Prospectus and Statement of Additional Information of each respective
Fund dated March 1, 1995 (with respect to the Funds which invest primarily in
municipal bonds).
B. Prospectus and Statement of Additional Information of the VAM
Institutional Funds dated August 1, 1995.
C. Prospectus and Statement of Additional Information of each respective
Fund dated September 1, 1995 with respect to the Funds which invest primarily in
equity securities.
D. Prospectus and Statement of Additional Information of U.S. Government
Securities Fund dated November 1, 1995.
E. Plan of Distribution for each Company and Fund in the form reapproved by
the Board of Directors on April 21, 1995. Expenses of such existing classes of
the Funds shall continue to be allocated in the manner set forth in III below.
Each such existing class shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement for shareholder
services and the distribution of shares and shall have separate voting rights on
any matter submitted to shareholders in which the interests of one class differ
from the interest of any other class, and shall have in all other respects the
same rights and obligations as each other class.
III. EXPENSE ALLOCATIONS.
Expenses of the existing classes of the existing Funds shall be allocated
as follows:
A. Distribution fees and service fees relating to the respective classes of
shares, as set forth in the materials referred to in II above, shall be borne
exclusively by the classes of shares to which they relate.
B. Except as set forth in A above, expenses of the Funds shall be borne at
the Fund level and shall not be allocated on a class basis.
Unless and until this Plan is amended to provide otherwise, the methodology
and procedures for calculating the net asset value of the respective classes of
shares of the Funds and the allocation of income and expenses among the
respective classes shall be as set forth in the "Multi-Class Accounting
Methodology" and "Report" dated October 4, 1993 rendered by KPMG Peat Marwick.
The foregoing allocations shall in all cases be made in a manner consistent
with each Company's private letter ruling from the Internal Revenue Service with
respect to multiple classes of shares.
IV. AMENDMENT OF PLAN; PERIODIC REVIEW.
A. NEW FUNDS AND NEW CLASSES. With respect to any new portfolio of a
Company created after the date of this Plan and any new class of shares of the
existing Funds created after the date of this Plan, the Board of
Directors/Trustees of such Company shall approve amendments to this Plan setting
forth the attributes of the classes of shares of such new portfolio or of such
new class of shares.
B. MATERIAL AMENDMENTS AND PERIODIC REVIEWS. The Board of
Directors/Trustees of each Company, including a majority of the independent
directors/trustees, shall periodically review this Plan for its continued
appropriateness and shall approve any material amendment of this Plan as it
relates to any class of any Fund covered by this Plan.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000918945
<NAME> VOYAGEUR INVESTMENT TRUST II
<SERIES>
<NUMBER> 1
<NAME> Voyageur Florida Limited Term Tax Free Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 821,038
<INVESTMENTS-AT-VALUE> 854,931
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</TABLE>
