U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
Voyageur Investment Trust II
90 South Seventh Street, Suite 4400
Minneapolis, MN 55402
2. Name of each series or class of funds for which this notice is filed:
Voyageur Florida Limited Term Tax Free Fund
3. Investment Company Act File Number:
811-8350
Securities Act File Number:
33-75112
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2.
-0-
9. Number and aggregate sale price of securities sold during the fiscal
year:
384,320 shares $3,979,628
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
384,320 shares $3,979,628
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
5,593 shares $58,046
<TABLE>
<CAPTION>
12. Calculation of registration fee:
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $ 3,979,628
-----------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 58,046
-----------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): - 742,848
-----------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + --
-----------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 3,294,826
-----------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): x 1/33 of 1%
-----------
(vii) Fee due [line (i) or line (v) multiplied by line (vii)]: $998.43
===========
</TABLE>
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a)
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Fed wire on February 26, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Kenneth R. Larsen
-----------------------------
Kenneth R. Larsen - Treasurer
Date February 26, 1997
*Please print the name and title of the signing officer below the signature.
February 27, 1997
Voyageur Investment Trust II
90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402
Re: Rule 24f-2 Notice for Voyageur Investment Trust II
(File Nos. 33-75112 and 811-8350)
Dear Sir or Madam:
We have acted as counsel to Voyageur Investment Trust II, a
Massachusetts business trust (the "Trust"), in connection with the Trust's
Registration Statement on Form N-1A (File Nos. 33-75112 and 811-8350). This
opinion is addressed to you in connection with a filing by the Trust of a notice
(the "Notice") pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended. In that connection, we have examined such documents and have
reviewed such questions of law as we have considered necessary and appropriate
for the purpose of this opinion. Based thereon, we advise you that, in our
opinion, the 389,913 common shares of beneficial interest, $.001 par value per
share, sold by the Trust during the fiscal year ended December 31, 1996, as set
forth in the Notice, were legally issued, have been fully paid, and are
nonassessable, if issued and sold upon the terms and in the manner set forth in
the Registration Statement of the Trust referred to above.
Under Massachusetts law, shareholders of the Trust could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for obligations of or claims against the Trust and requires that notice of such
disclaimer be given in each note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or any officer or officers of the
Trust. The Agreement and Declaration of Trust provides for indemnification out
of the property of the Trust for all loss and expense of any shareholder held
personally liable solely by reason of his being or having been a shareholder.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust would
itself be unable to meet its obligations.
In rendering the foregoing opinion we express no opinion as to laws
other than the statutory law of the Commonwealth of Massachusetts governing
voluntary associations.
Very truly yours,
/s/ Dorsey & Whitney
KLP
