-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S8hTOQ7YnOpQCZQphykllsKU1xRpCW1H937SSqPAy3b5YabIAkPLM3kPWLVPXldi hIafy61EisY/lzy0WDcbmQ== 0000950116-05-003972.txt : 20051229 0000950116-05-003972.hdr.sgml : 20051229 20051228212121 ACCESSION NUMBER: 0000950116-05-003972 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20051229 DATE AS OF CHANGE: 20051228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR TAX FREE FUNDS CENTRAL INDEX KEY: 0000733362 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-87910 FILM NUMBER: 051289807 BUSINESS ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR TAX FREE FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR MINNESOTA TAX FREE FUNDS INC DATE OF NAME CHANGE: 19910226 FORMER COMPANY: FORMER CONFORMED NAME: DOUBLE EXEMPT FLEX FUND INC DATE OF NAME CHANGE: 19900131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR TAX FREE FUNDS CENTRAL INDEX KEY: 0000733362 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03910 FILM NUMBER: 051289808 BUSINESS ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR TAX FREE FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR MINNESOTA TAX FREE FUNDS INC DATE OF NAME CHANGE: 19910226 FORMER COMPANY: FORMER CONFORMED NAME: DOUBLE EXEMPT FLEX FUND INC DATE OF NAME CHANGE: 19900131 485APOS 1 four85apos.txt 485APOS ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A File No. 002-87910 File No. 811-03910 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. ______ Post-Effective Amendment No. 41 AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 42 VOYAGEUR TAX FREE FUNDS - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) 2005 Market Street, Philadelphia, Pennsylvania 19103-7094 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 523-1918 David F. Connor, Esq., 2005 Market Street, Philadelphia, PA 19103-7094 - -------------------------------------------------------------------------------- (Name and Address of Agent for Service) Approximate Date of Public Offering: As soon as possible after effectiveness It is proposed that this filing will become effective: [ ] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [X] 60 days after filing pursuant to paragraph (a) (1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a) (2) [ ] on (date) pursuant to paragraph (a)(2) of Rule 485 If appropriate: [X] This post-effective amendment designates a new effective date for a previously filed post-effective amendment ================================================================================ CONTENTS This Post-Effective Amendment No. 41 to Registration File No. 002-87910 includes the following: 1. Facing Page 2. Contents Page 3. Part A - Prospectus (1) 4. Part B - Statement of Additional Information (1) 5. Part C - Other Information (2) 6. Signatures 7. Exhibits This Post-Effective Amendment relates to the Class A, B and C shares of the Registrant's one series of shares, Delaware Tax-Free Minnesota Fund. (1) The Registrant's Prospectus and Statement of Additional Information are incorporated into this filing by reference to the electronic filing of Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A of Voyageur Mutual Funds, File No. 033-63238, filed December 28, 2005. (2) Items 26 and 27 to Part C are incorporated into this filing by reference to the electronic filing of Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A of Voyageur Mutual Funds, File No. 033-63238, filed December 28, 2005. PART C OTHER INFORMATION Item 23. Exhibits. The following exhibits are incorporated by reference to the Registrant's previously filed documents indicated below, except as noted: (a) Agreement and Declaration of Trust. (1) Executed Agreement and Declaration of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999. (2) Executed Certificate of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999. (b) By-Laws. Amended and Restated By-Laws (May 19, 2005) incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (c) Copies of All Instruments Defining the Rights of Holders. (1) Agreement and Declaration of Trust. Articles III, V and VI of Agreement and Declaration of Trust incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999. (2) By-Laws. Article II of Amended and Restated By-Laws (May 19, 2005) incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (d) Investment Management Agreement. Investment Management Agreement (November 1, 1999) between Delaware Management Company and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 35 filed October 30, 2000. (e) Underwriting Contracts. (1) Distribution Agreements. (i) Executed Distribution Agreement (April 19, 2001) between Delaware Distributors, L.P. and the Registrant on behalf of each Fund incorporated into this filing by reference to Post-Effective Amendment No. 36 filed October 31, 2001. (ii) Second Amended and Restated Financial Intermediary Distribution Agreement (August 21, 2003) between Delaware Distributors, L.P. and Lincoln Financial Distributors, Inc. on behalf of the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 38 filed October 31, 2003. (iii) Form of Amendment No. 1 (October 31, 2005) to Appendix A to Second Amended and Restated Financial Intermediary Distribution Agreement attached as Exhibit (e)(1)(iii). (2) Dealer's Agreement (January 2001) incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002. (3) Vision Mutual Fund Gateway(R)Agreement (November 2000) incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002. (4) Registered Investment Advisers Agreement (January 2001) incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002. (5) Bank/Trust Agreement (August 2004) incorporated into this filing by reference to Post-Effective Amendment No. 39 filed December 3, 2004. (f) Bonus or Profit Sharing Contracts. Not Applicable. (g) Custodian Agreement. (1) Amended and Restated Mutual Fund Custody and Services Agreement (May 2002) between Mellon Bank, N.A. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002. (2) Executed Amendment (November 28, 2003) to the Amended and Restated Mutual Fund Custody and Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 39 filed December 3, 2004. (h) Other Material Contracts. (1) Executed Shareholder Services Agreement (April 19, 2001) between Delaware Service Company, Inc. and the Registrant on behalf of each Fund incorporated into this filing by reference to Post-Effective Amendment No. 36 filed October 31, 2001. (i) Executed Schedule B (May 19, 2005) to Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (ii) Executed Amendment Letter (August 23, 2002) to Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 38 filed October 31, 2003. (2) Executed Fund Accounting Agreement (August 19, 1996) between Delaware Service Company, Inc. and the Registrant on behalf of each Fund incorporated into this filing by reference to Post-Effective Amendment No. 29 filed August 28, 1997. (i) Executed Schedule B (May 19, 2005) to Fund Accounting Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (ii) Executed Amendment No. 30 to Schedule A (October 31, 2005) to Delaware Family of Funds Fund Accounting Agreement attached as Exhibit (h)(2)(ii). (3) Advisory Expense Limitation Letter between Delaware Management Company and the Registrant attached as Exhibit (h)(3). (i) Legal Opinion. Opinion of Counsel (August 5, 1999) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999. (j) Other Opinions. Consent of Independent Registered Public Accounting Firm (December 2005) attached as Exhibit (j). (k) Omitted Financial Statements. Not Applicable. (l) Initial Capital Agreements. Letter of Investment Intent incorporated into this filing by reference to Form N-1 filed on November 14, 1983. (m) Plans under Rule 12b-1. Plans under Rule 12b-1 (April 19, 2001) for Class A, B and C Shares incorporated into this filing by reference to Post-Effective Amendment No. 36 filed October 31, 2001. (n) Plan under Rule 18f-3. Plan under Rule 18f-3 (October 31, 2005) attached as Exhibit (n). (o) Reserved. Not Applicable. (p) Codes of Ethics. (1) Code of Ethics for the Delaware Investments Family of Funds (December 2004) incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (2) Code of Ethics for Delaware Management Company (a series of Delaware Management Business Trust) and Delaware Distributors, L.P. (December 2004) incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (3) Code of Ethics for Lincoln Financial Distributors, Inc. (April 2005) incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (q) Powers of Attorney. Powers of Attorney (May 18, 2005) incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. Item 24. Persons Controlled by or under Common Control with Registrant. None. Item 25. Indemnification. Article VI of the Amended and Restated By-Laws (May 19, 2005) incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. Item 26. Business and Other Connections of Investment Adviser. Incorporated into this filing by reference to Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A of Voyageur Mutual Funds, File No. 033-63238, filed December 28, 2005. Item 27. Principal Underwriters. Incorporated into this filing by reference to Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A of Voyageur Mutual Funds, File No. 033-63238, filed December 28, 2005. Item 28. Location of Accounts and Records. All accounts and records are maintained at 2005 Market Street, Philadelphia, PA 19103-7094. Item 29. Management Services. None. Item 30. Undertakings. Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on this 28th day of December, 2005. VOYAGEUR TAX FREE FUNDS By: /s/ Jude T. Driscoll -------------------- Jude T. Driscoll Chairman 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/ Jude T. Driscoll President/Chief Executive Officer (Principal December 28, 2005 - ------------------------------------- Executive Officer) and Trustee Jude T. Driscoll /s/ Thomas L. Bennett * Trustee December 28, 2005 - ------------------------------------- Thomas L. Bennett /s/ John A. Fry * Trustee December 28, 2005 - ------------------------------------- John A. Fry /s/ Anthony D. Knerr * Trustee December 28, 2005 - ------------------------------------- Anthony D. Knerr /s/ Lucinda S. Landreth * Trustee December 28, 2005 - ------------------------------------- Lucinda S. Landreth /s/ Ann R. Leven * Trustee December 28, 2005 - ------------------------------------- Ann R. Leven /s/ Thomas F. Madison * Trustee December 28, 2005 - ------------------------------------- Thomas F. Madison /s/ Janet L. Yeomans * Trustee December 28, 2005 - ------------------------------------- Janet L. Yeomans /s/ J. Richard Zecher * Trustee December 28, 2005 - ------------------------------------- J. Richard Zecher /s/ Michael P. Bishof * Senior Vice President/Chief Financial Officer December 28, 2005 - ------------------------------------- (Principal Financial Officer) Michael P. Bishof
* By: /s/ Jude T. Driscoll -------------------------------------- Jude T. Driscoll as Attorney-in-Fact for each of the persons indicated SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 EXHIBITS TO FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INDEX TO EXHIBITS Exhibit No. Exhibit - ----------------- ----------------------------------------------------------- EX-99.(e)(1)(iii) Form of Amendment No. 1 (October 31, 2005) to Appendix A to Second Amended and Restated Financial Intermediary Distribution Agreement EX-99.(h)(2)(ii) Executed Amendment No. 30 to Schedule A (October 31, 2005) of the Delaware Family of Funds Fund Accounting Agreement EX-99.(h)(3) Advisory Expense Limitation Letter EX-99.(j) Consent of Independent Registered Public Accounting Firm (December 2005) EX-99(n) Plan under Rule 18f-3 (October 31, 2005) EX-99 2 ex-99e1iii.txt EX99E1III.TXT Exhibit 99.(e)(1)(iii) FORM OF AMENDMENT NO. 1 TO APPENDIX A TO SECOND AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT THIS AMENDMENT to the Second Amended and Restated Financial Intermediary Distribution Agreement dated August 21, 2003 (the "Agreement") between DELAWARE DISTRIBUTORS, L.P. and LINCOLN FINANCIAL DISTRIBUTORS, INC., amended as of the 31st day of October, 2005. DELAWARE GROUP ADVISER FUNDS DELAWARE GROUP GOVERNMENT FUND Delaware Diversified Income Fund Delaware American Government Bond Fund Delaware U.S. Growth Fund Delaware Inflation Protected Bond Fund DELAWARE GROUP CASH RESERVE DELAWARE GROUP INCOME FUNDS Delaware Cash Reserve Fund Delaware Corporate Bond Fund Delaware Delchester Fund DELAWARE GROUP EQUITY FUNDS I Delaware Extended Duration Bond Fund Delaware Balanced Fund Delaware High-Yield Opportunities Fund DELAWARE GROUP EQUITY FUNDS II DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS Delaware Large Cap Value Fund Delaware Limited-Term Government Fund Delaware Value Fund DELAWARE GROUP STATE TAX-FREE INCOME TRUST DELAWARE GROUP EQUITY FUNDS III Delaware Tax-Free Pennsylvania Fund Delaware American Services Fund Delaware Small Cap Growth Fund DELAWARE GROUP TAX FREE FUND Delaware Trend Fund Delaware Tax-Free Insured Fund Delaware Tax-Free USA Fund DELAWARE GROUP EQUITY FUNDS IV Delaware Tax-Free USA Intermediate Fund Delaware Diversified Growth Fund Delaware Growth Opportunities Fund DELAWARE GROUP TAX FREE MONEY FUND Delaware Tax-Free Money Fund DELAWARE GROUP EQUITY FUNDS V Delaware Dividend Income Fund DELAWARE INVESTMENTS MUNICIPAL TRUST Delaware Small Cap Core Fund Delaware Tax-Free Florida Insured Fund Delaware Small Cap Value Fund Delaware Tax-Free Missouri Insured Fund Delaware Tax-Free Oregon Insured Fund DELAWARE GROUP FOUNDATION FUNDS Delaware Balanced Allocation Portfolio VOYAGEUR INSURED FUNDS Delaware Growth Allocation Portfolio Delaware Tax-Free Arizona Insured Fund Delaware Income Allocation Portfolio Delaware Tax-Free Minnesota Insured Fund DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS VOYAGEUR INTERMEDIATE TAX FREE FUNDS Delaware Emerging Markets Fund Delaware Tax-Free Minnesota Intermediate Fund Delaware International Small Cap Value Fund Delaware International Value Equity Fund
VOYAGEUR MUTUAL FUNDS DELAWARE VIP TRUST Delaware Minnesota High-Yield Municipal Bond Fund Delaware VIP Balanced Series Delaware National High-Yield Municipal Bond Fund Delaware VIP Capital Reserves Series Delaware Tax-Free California Fund Delaware VIP Cash Reserve Series Delaware Tax-Free Idaho Fund Delaware VIP Diversified Income Series Delaware Tax-Free New York Fund Delaware VIP Emerging Markets Series Delaware VIP Global Bond Series VOYAGEUR MUTUAL FUNDS II Delaware VIP Growth Opportunities Series Delaware Tax-Free Colorado Fund Delaware VIP High Yield Series Delaware VIP International Value Equity Series VOYAGEUR MUTUAL FUNDS III Delaware VIP REIT Series Delaware Select Growth Fund Delaware VIP Select Growth Series Delaware VIP Small Cap Value Series VOYAGEUR TAX FREE FUNDS Delaware VIP Trend Series Delaware Tax-Free Minnesota Fund Delaware VIP U.S. Growth Series Delaware VIP Value Series DELAWARE POOLED TRUST The All-Cap Growth Equity Portfolio The Core Focus Fixed Income Portfolio The Core Plus Fixed Income Portfolio The Emerging Markets Portfolio The Global Fixed Income Portfolio The High-Yield Bond Portfolio The Intermediate Fixed Income Portfolio The International Equity Portfolio The International Fixed Income Portfolio The Labor Select International Equity Portfolio The Large-Cap Growth Equity Portfolio The Large-Cap Value Equity Portfolio The Mid-Cap Growth Equity Portfolio The Real Estate Investment Trust Portfolio The Real Estate Investment Trust Portfolio II The Small-Cap Growth Equity Portfolio The Small-Cap Growth II Equity Portfolio The Smid-Cap Growth Equity Portfolio
Agreed to and accepted: DELAWARE DISTRIBUTORS, L.P. LINCOLN FINANCIAL DISTRIBUTORS, By: DELAWARE DISTRIBUTORS, INC., INC. General Partner By: By: --------------------------------- ---------------------------- Name: Kevin J. Lucey Name: Diane McCarthy Title: President/Chief Executive Officer Title: Vice President/ Chief Financial Officer/ Chief Administrative Officer EX-99 3 ex-99h2ii.txt EX-99H2II.TXT Exhibit 99.(h)(2)(ii) AMENDMENT NO. 30 TO SCHEDULE A OF DELAWARE INVESTMENTS FAMILY OF FUNDS FUND ACCOUNTING AGREEMENT DELAWARE GROUP ADVISER FUNDS DELAWARE GROUP INCOME FUNDS Delaware Diversified Income Fund Delaware Corporate Bond Fund Delaware U.S. Growth Fund Delaware Delchester Fund Delaware Extended Duration Bond Fund DELAWARE GROUP CASH RESERVE Delaware High-Yield Opportunities Fund Delaware Cash Reserve Fund DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS DELAWARE GROUP EQUITY FUNDS I Delaware Limited-Term Government Fund Delaware Balanced Fund DELAWARE GROUP STATE TAX-FREE INCOME TRUST DELAWARE GROUP EQUITY FUNDS II Delaware Tax-Free Pennsylvania Fund Delaware Large Cap Value Fund Delaware Value Fund DELAWARE GROUP TAX FREE FUND Delaware Tax-Free Insured Fund DELAWARE GROUP EQUITY FUNDS III Delaware Tax-Free USA Fund Delaware American Services Fund Delaware Tax-Free USA Intermediate Fund Delaware Small Cap Growth Fund Delaware Trend Fund DELAWARE GROUP TAX FREE MONEY FUND Delaware Tax-Free Money Fund DELAWARE GROUP EQUITY FUNDS IV Delaware Diversified Growth Fund DELAWARE INVESTMENTS MUNICIPAL TRUST Delaware Growth Opportunities Fund Delaware Tax-Free Florida Insured Fund Delaware Tax-Free Missouri Insured Fund DELAWARE GROUP EQUITY FUNDS V Delaware Tax-Free Oregon Insured Fund Delaware Dividend Income Fund Delaware Small Cap Core Fund DELAWARE POOLED TRUST Delaware Small Cap Value Fund The All-Cap Growth Equity Portfolio The Core Focus Fixed Income Portfolio DELAWARE GROUP FOUNDATION FUNDS The Core Plus Fixed Income Portfolio Delaware Balanced Allocation Portfolio The Emerging Markets Portfolio Delaware Growth Allocation Portfolio The Global Fixed Income Portfolio Delaware Income Allocation Portfolio The High-Yield Bond Portfolio The Intermediate Fixed Income Portfolio DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS The International Equity Portfolio Delaware Emerging Markets Fund The International Fixed Income Portfolio Delaware International Small Cap Value Fund The Labor Select International Equity Portfolio Delaware International Value Equity Fund The Large-Cap Value Equity Portfolio The Large-Cap Growth Equity Portfolio DELAWARE GROUP GOVERNMENT FUND The Mid-Cap Growth Equity Portfolio Delaware American Government Bond Fund The Real Estate Investment Trust Portfolio Delaware Inflation Protected Bond Fund The Real Estate Investment Trust Portfolio II The Small-Cap Growth Equity Portfolio The Small-Cap Growth II Equity Portfolio The Smid-Cap Growth Equity Portfolio
DELAWARE VIP TRUST VOYAGEUR INTERMEDIATE TAX FREE FUNDS Delaware VIP Balanced Series Delaware Tax-Free Minnesota Intermediate Fund Delaware VIP Capital Reserves Series Delaware VIP Cash Reserve Series VOYAGEUR MUTUAL FUNDS Delaware VIP Diversified Income Series Delaware Minnesota High-Yield Municipal Bond Fund Delaware VIP Emerging Markets Series Delaware National High-Yield Municipal Bond Fund Delaware VIP Global Bond Series Delaware Tax-Free California Fund Delaware VIP Growth Opportunities Series Delaware Tax-Free Idaho Fund Delaware VIP High Yield Series Delaware Tax-Free New York Fund Delaware VIP International Value Equity Series Delaware VIP REIT Series VOYAGEUR MUTUAL FUNDS II Delaware VIP Select Growth Series Delaware Tax-Free Colorado Fund Delaware VIP Small Cap Value Series Delaware VIP Trend Series VOYAGEUR MUTUAL FUNDS III Delaware VIP U.S. Growth Series Delaware Select Growth Fund Delaware VIP Value Series VOYAGEUR TAX FREE FUNDS VOYAGEUR INSURED FUNDS Delaware Tax-Free Minnesota Fund Delaware Tax-Free Arizona Insured Fund Delaware Tax-Free Minnesota Insured Fund Dated as of October 31, 2005 DELAWARE SERVICE COMPANY, INC. DELAWARE GROUP ADVISER FUNDS DELAWARE GROUP CASH RESERVE DELAWARE GROUP EQUITY FUNDS I By: /s/ Michael P. Bishof DELAWARE GROUP EQUITY FUNDS II ------------------------------------- DELAWARE GROUP EQUITY FUNDS III Name: Michael P. Bishof DELAWARE GROUP EQUITY FUNDS IV Title: Senior Vice President/Chief Financial DELAWARE GROUP EQUITY FUNDS V Officer DELAWARE GROUP FOUNDATION FUNDS DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS DELAWARE GROUP GOVERNMENT FUND DELAWARE GROUP INCOME FUNDS DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS DELAWARE GROUP STATE TAX-FREE INCOME TRUST DELAWARE GROUP TAX FREE FUND DELAWARE GROUP TAX-FREE MONEY FUND DELAWARE INVESTMENTS MUNICIPAL TRUST DELAWARE POOLED TRUST DELAWARE VIP TRUST VOYAGEUR INSURED FUNDS VOYAGEUR INTERMEDIATE TAX FREE FUNDS VOYAGEUR MUTUAL FUNDS VOYAGEUR MUTUAL FUNDS II VOYAGEUR MUTUAL FUNDS III VOYAGEUR TAX FREE FUNDS By: /s/ Jude T. Driscoll ---------------------------------- Name: Jude T. Driscoll Title: President/Chief Executive Officer
2 EX-99.(H)(3) 4 ex99-h3.txt EXHIBIT 99 (H)(3) Exhibit No. EX-99.(h)(3) Delaware Management Company 2005 Market Street Philadelphia, PA 19103 December 28, 2005 Delaware Investments Municipal Trust (formerly Voyageur Investment Trust) Voyageur Insured Funds Voyageur Intermediate Tax-Free Funds Voyageur Mutual Funds Voyageur Mutual Funds II Voyageur Tax Free Funds Delaware Group Tax Free Fund 2005 Market Street Philadelphia, PA 19103 Re: Expense Limitations ------------------- Ladies and Gentlemen: By our execution of this letter agreement (the "Agreement"), intending to be legally bound hereby, Delaware Management Company, a series of Delaware Management Business Trust (the "Advisor"), agrees that in order to improve the performance of certain portfolios of the above listed registered investment companies, which are comprised of the individual series listed on Exhibit A attached hereto (together, the "Funds") the Advisor shall, from December 30, 2005 through December 31, 2006, waive all or a portion of its investment advisory fees and/or reimburse expenses (excluding any 12b-1 plan expenses, taxes, interest, brokerage fees, certain insurance costs and extraordinary expenses) in an aggregate amount equal to the amount by which each Fund's total operating expenses (excluding any 12b-1 plan expenses, taxes, interest, brokerage fees, certain insurance costs and extraordinary expenses) exceeds the total operating expense ratios (excluding any 12b-1 plan expenses, taxes, interest, brokerage fees, certain insurance costs and extraordinary expenses) listed on Exhibit A attached hereto. The Advisor acknowledges that it (1) shall not be entitled to collect on or make a claim for waived fees at any time in the future, and (2) shall not be entitled to collect on or make a claim for reimbursed Fund expenses at any time in the future. Delaware Management Company, a series of Delaware Management Business Trust By: /s/ Jude T. Driscoll ---------------------------- Name: Jude T. Driscoll Title: President/Chief Executive Officer Date: December 28, 2005 Your signature below acknowledges acceptance of this Agreement: Delaware Investments Municipal Trust (formerly Voyageur Investment Trust) Voyageur Insured Funds Voyageur Intermediate Tax-Free Funds Voyageur Mutual Funds Voyageur Mutual Funds II Voyageur Tax Free Funds Delaware Group Tax Free Fund By: /s/ Jude T. Driscoll ---------------------------- Name: Jude T. Driscoll Title: President/Chief Executive Officer Date: December 28, 2005 EXHIBIT A Investment Company/Fund Total Expense Limit - ----------------------- ------------------- VOYAGEUR INSURED FUNDS Tax-Free Arizona Insured Fund 0.50% Tax-Free Minnesota Insured Fund 0.64% VOYAGEUR INTERMEDIATE TAX FREE FUNDS Tax-Free Minnesota Intermediate Fund 0.60% DELAWARE INVESTMENTS MUNICIPAL TRUST (FORMERLY VOYAGEUR INVESTMENT TRUST) Tax-Free Florida Insured Fund 0.61% Tax-Free Missouri Insured Fund 0.65% Tax-Free Oregon Insured Fund 0.60% VOYAGEUR MUTUAL FUNDS Minnesota High-Yield Municipal Bond Fund 0.64% National High-Yield Municipal Bond Fund 0.65% Tax-Free New York Fund 0.40% Tax-Free California Fund 0.63% Tax-Free Idaho Fund 0.60% VOYAGEUR MUTUAL FUNDS II Tax-Free Colorado Fund 0.68% VOYAGEUR TAX FREE FUNDS Tax-Free Minnesota Fund 0.68% DELAWARE GROUP TAX FREE FUND Tax-Free USA Intermediate Fund 0.60% Tax-Free USA Fund 0.62% Tax-Free Insured Fund 0.67% EX-99.(J) 5 ex99-j.txt EXHIBIT 99 (J) CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions "Financial Highlights" in the Prospectus and "Financial Statements" in the Statement of Additional Information and to the incorporation by reference in this Registration Statement (Form N-1A)(Post-Effective Amendment No. 41 to file No. 2-87910; Amendment No. 42 to File No. 811-3910) of Voyageur Tax Free Funds (comprised of Delaware Tax-Free Minnesota Fund) of our report dated October 14, 2005, included in the 2005 Annual Report to shareholders. /s/ Ernst & Young LLP Philadelphia, Pennsylvania December 27, 2005 EX-99 6 ex99n.txt EX99N.TXT Exhibit 99.(n) THE DELAWARE INVESTMENTS FAMILY OF FUNDS MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3 This Multiple Class Plan (the "Plan") has been adopted by a majority of the Board of Trustees of each of the investment companies listed on Appendix A as may be amended from time to time (each individually a "Fund" and, collectively, the "Funds"), including a majority of the Trustees who are not interested persons of each Fund, pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the "Act"). The Board of each Fund has determined that the Plan, including the allocation of expenses, is in the best interests of the Fund as a whole, each series of shares offered by such Fund (individually and collectively the "Series") where the Fund offers its shares in multiple series, and each class of shares offered by the Fund or Series, as relevant. The Plan sets forth the provisions relating to the establishment of multiple classes of shares for each Fund and, if relevant, its Series. To the extent that a subject matter set forth in this Plan is covered by a Fund's Agreement and Declaration of Trust or By-Laws, such Agreement and Declaration of Trust or By-Laws will control in the event of any inconsistencies with descriptions contained in this Plan. The term "Portfolio," when used in this Plan in the context of a Fund that offers only a single series of shares, shall be a reference to the Fund, and when used in the context of a Fund that offers multiple Series of shares, shall be a reference to each Series of such Fund. CLASSES 1. Appendix A to this Plan describes the classes to be issued by each Portfolio and identifies the names of such classes. FRONT-END SALES CHARGE 2. Class A shares carry a front-end sales charge as described in the Funds' relevant prospectuses; and Class B, Class C, Class R, Class P, Institutional Class, Consultant Class, Original Class and Portfolio Class shares are sold without a front-end sales charge. CONTINGENT DEFERRED SALES CHARGE 3. Class A shares are not subject to a contingent deferred sales charge ("CDSC"), except as described in the Funds' relevant prospectuses. 4. Class B shares are subject to a CDSC as described in the Funds' relevant prospectuses. 5. Class C shares are subject to a CDSC as described in the Funds' relevant prospectuses. 6. As described in the Funds' relevant prospectuses, the CDSC for each class declines to zero over time and is waived in certain circumstances. Shares that are subject to a CDSC age one month at the end of the month in which the shares were purchased, regardless of the specific date during the month that the shares were purchased. 7. Class R, Class P, Institutional Class, Consultant Class, Original Class and Portfolio Class shares are not subject to a CDSC. RULE 12b-1 PLANS 8. In accordance with the Rule 12b-1 Plan for the Class A shares of each Portfolio, each Fund shall pay to Delaware Distributors, L.P. (the "Distributor") a monthly fee not to exceed the maximum rate set forth in Appendix A as may be determined by the Fund's Board of Trustees from time to time for distribution services. The monthly fee shall be reduced by the aggregate sums paid by or on behalf of such Portfolio to persons other than broker-dealers pursuant to shareholder servicing agreements. 9. In accordance with the Rule 12b-1 Plan for the Class B shares of each Portfolio, each Fund shall pay to the Distributor a monthly fee not to exceed the maximum rate set forth in Appendix A as may be determined by the Fund's Board of Trustees from time to time for distribution services. In addition to these amounts, the Fund shall pay (i) to the Distributor for payment to dealers or others, or (ii) directly to others, an amount not to exceed the maximum rate set forth in Appendix A for shareholder support services pursuant to dealer or servicing agreements. 10. In accordance with the Rule 12b-1 Plan for the Class C shares of each Portfolio, each Fund shall pay to the Distributor a monthly fee not to exceed the maximum rate set forth in Appendix A as may be determined by the Fund's Board of Trustees from time to time for distribution services. In addition to these amounts, the Fund shall pay (i) to the Distributor for payment to dealers or others, or (ii) directly to others, an amount not to exceed the maximum rate set forth in Appendix A for shareholder support services pursuant to dealer or servicing agreements. 11. In accordance with the respective Rule 12b-1 Plan for the Class R, Class P and Consultant Class shares of each Portfolio, each Fund shall pay to the Distributor a monthly fee not to exceed the maximum rate set forth in Appendix A as may be determined by the Fund's Board of Trustees from time to time for distribution and shareholder support services. The monthly fee shall be reduced by the aggregate sums paid by or on behalf of such Portfolio to persons other than broker-dealers pursuant to shareholder servicing agreements. 12. A Rule 12b-1 Plan has not been adopted for the Institutional Class, Original Class and Portfolio Class shares of any Portfolio. ALLOCATION OF EXPENSES 13. Each Fund shall allocate to each class of shares of a Portfolio any fees and expenses incurred by the Fund in connection with the distribution or servicing of such class of shares under a Rule 12b-1 Plan, if any, adopted for such class. In addition, each Fund reserves the right, subject to 2 approval by the Fund's Board of Trustees, to allocate fees and expenses of the following nature to a particular class of shares of a Portfolio (to the extent that such fees and expenses actually vary among each class of shares or vary by types of services provided to each class of shares of the Portfolio): (i) transfer agency and other recordkeeping costs; (ii) Securities and Exchange Commission and blue sky registration or qualification fees; (iii) printing and postage expenses related to printing and distributing class-specific materials, such as shareholder reports, prospectuses and proxies to current shareholders of a particular class or to regulatory authorities with respect to such class of shares; (iv) audit or accounting fees or expenses relating solely to such class; (v) the expenses of administrative personnel and services as required to support the shareholders of such class; (vi) litigation or other legal expenses relating solely to such class of shares; (vii) Trustees' fees and expenses incurred as a result of issues relating solely to such class of shares; and (viii) other expenses subsequently identified and determined to be properly allocated to such class of shares. 14. (a) Daily Dividend Portfolios. With respect to Portfolios that declare a dividend to shareholders on a daily basis, all expenses incurred by a Portfolio will be allocated to each class of shares of such Portfolio on the basis of "settled shares" (net assets valued in accordance with generally accepted accounting principles but excluding the value of subscriptions receivable) of each class in relation to the net assets of the Portfolio, except for any expenses that are allocated to a particular class as described in paragraph 13 above. (b) Non-Daily Dividend Portfolios. With respect to Portfolios that do not declare a dividend to shareholders on a daily basis, all expenses incurred by a Portfolio will be allocated to each class of shares of such Portfolio on the basis of the net asset value of each such class in relation to the net asset value of the Portfolio, except for any expenses that are allocated to a particular class as described in paragraph 13 above. 3 ALLOCATION OF INCOME AND GAINS 15. (a) Daily Dividend Portfolios. With respect to Portfolios that declare a dividend to shareholders on a daily basis, income will be allocated to each class of shares of such Portfolio on the basis of settled shares of each class in relation to the net assets of the Portfolio, and realized and unrealized capital gains and losses of the Portfolio will be allocated to each class of shares of such Portfolio on the basis of the net asset value of each such class in relation to the net asset value of the Portfolio. (b) Non-Daily Dividend Portfolios. With respect to Portfolios that do not declare a dividend to shareholders on a daily basis, income and realized and unrealized capital gains and losses of a Portfolio will be allocated to each class of shares of such Portfolio on the basis of the net asset value of each such class in relation to the net asset value of the Portfolio. CONVERSIONS 16. (a) Except for shares acquired through a reinvestment of dividends or distributions, Class B shares held for a period of time after purchase specified in Appendix A are eligible for automatic conversion into Class A shares of the same Portfolio in accordance with the terms described in the relevant prospectus. Class B shares acquired through a reinvestment of dividends or distributions will convert into Class A shares of the same Portfolio pro rata with the Class B shares that were not acquired through the reinvestment of dividends and distributions. (b) The automatic conversion feature of Class B shares of each Fund shall be suspended at any time that the Board of Trustees of the Fund determines that there is not available a reasonably satisfactory opinion of counsel to the effect that (i) the assessment of the higher fee under the Fund's Rule 12b-1 Plan for Class B does not result in the Fund's dividends or distributions constituting a preferential dividend under the Internal Revenue Code of 1986, as amended, and (ii) the conversion of Class B shares into Class A shares does not constitute a taxable event under federal income tax law. In addition, the Board of Trustees of each Fund may suspend the automatic conversion feature by determining that any other condition to conversion set forth in the relevant prospectus, as amended from time to time, is not satisfied. (c) The Board of Trustees of each Fund may also suspend the automatic conversion of Class B shares if it determines that suspension is appropriate to comply with the requirements of the Act, or any rule or regulation issued thereunder, relating to voting by Class B shareholders on the Fund's Rule 12b-1 Plan for Class A or, in the alternative, the Board of Trustees may provide Class B shareholders with alternative conversion or exchange rights. 17. Class A, Class C, Class R, Class P, Institutional Class, Consultant Class, Original Class and Portfolio Class shares do not have a conversion feature. 4 EXCHANGES 18. Holders of Class A, Class B, Class C, Class R, Class P, Institutional Class, Consultant Class, Original Class and Portfolio Class shares of a Portfolio shall have such exchange privileges as set forth in the relevant prospectuses. All exchanges are subject to the eligibility and minimum purchase requirements set forth in the Funds' prospectuses. Exchanges cannot be made between open-end and closed-end funds within the Delaware Investments Family of Funds. OTHER PROVISIONS 19. Each class will vote separately with respect to the Rule 12b-1 Plan related to that class; provided, however, that Class B shares of a Portfolio may vote on any proposal to materially increase the fees to be paid by the Portfolio under the Rule 12b-1 Plan for the Class A shares of the Portfolio. 20. On an ongoing basis, the Trustees, pursuant to their fiduciary responsibilities under the Act and otherwise, will monitor each Portfolio for the existence of any material conflicts between the interests of all the classes of shares offered by such Portfolio. The Trustees, including a majority of the Trustees who are not interested persons of each Fund, shall take such action as is reasonably necessary to eliminate any such conflict that may develop. The Manager and the Distributor shall be responsible for alerting the Board to any material conflicts that arise. 21. As described more fully in the Funds' relevant prospectuses, broker-dealers that sell shares of each Portfolio will be compensated differently depending on which class of shares the investor selects. 22. Each Fund reserves the right to increase, decrease or waive the sales charge imposed on any existing or future class of shares of each Portfolio within the ranges permissible under applicable rules and regulations of the Securities and Exchange Commission (the "SEC") and the rules of the National Association of Securities Dealers, Inc. (the "NASD"), as such rules may be amended or adopted from time to time. Each Fund may in the future alter the terms of the existing classes of each Portfolio or create new classes in compliance with applicable rules and regulations of the SEC and the NASD. 23. All material amendments to this Plan must be approved by a majority of the Trustees of each Fund affected by such amendments, including a majority of the Trustees who are not interested persons of the Fund. Initially Effective as of November 16, 2000 Amended as of September 19-20, 2001 Amended as of November 1, 2001 Amended as of May , 2003 Amended as of October 31, 2005 5 APPENDIX A
MAXIMUM ANNUAL MAXIMUM ANNUAL DISTRIBUTION FEE SHAREHOLDER SERVICING (AS A PERCENTAGE OF FEE (AS A PERCENTAGE OF YEARS AVERAGE DAILY NET AVERAGE DAILY NET TO FUND/CLASS ASSETS OF CLASS) ASSETS OF CLASS) CONVERSION - ------------------------------------------------- ------------------- ----------------------- ---------- DELAWARE GROUP EQUITY FUND I Delaware Balanced Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A DELAWARE GROUP EQUITY FUNDS II Delaware Large Cap Value Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Value Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A DELAWARE GROUP EQUITY FUNDS III Delaware American Services Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Small Cap Growth Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Trend Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A
MAXIMUM ANNUAL MAXIMUM ANNUAL DISTRIBUTION FEE SHAREHOLDER SERVICING (AS A PERCENTAGE OF FEE (AS A PERCENTAGE OF YEARS AVERAGE DAILY NET AVERAGE DAILY NET TO FUND/CLASS ASSETS OF CLASS) ASSETS OF CLASS) CONVERSION - ------------------------------------------------- ------------------- ----------------------- ---------- DELAWARE GROUP EQUITY FUNDS IV Delaware Large Cap Growth Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Growth Opportunities Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A DELAWARE GROUP EQUITY FUNDS V Delaware Dividend Income Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Small Cap Core Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Small Cap Value Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A DELAWARE GROUP INCOME FUNDS Delaware Corporate Bond Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Delchester Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Extended Duration Bond Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A
A-2
MAXIMUM ANNUAL MAXIMUM ANNUAL DISTRIBUTION FEE SHAREHOLDER SERVICING (AS A PERCENTAGE OF FEE (AS A PERCENTAGE OF YEARS AVERAGE DAILY NET AVERAGE DAILY NET TO FUND/CLASS ASSETS OF CLASS) ASSETS OF CLASS) CONVERSION - ------------------------------------------------- ------------------- ----------------------- ---------- Delaware High Yield Opportunities Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A DELAWARE GROUP LIMITED TERM GOVERNMENT FUNDS Delaware Limited Term Government Fund Class A .15% N/A N/A Class B .75% .25% 5 Class R .60% N/A N/A Class C .75% .25% N/A Institutional Class N/A N/A N/A DELAWARE GROUP GOVERNMENT FUND Delaware American Government Bond Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Inflation Protected Bond Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A DELAWARE GROUP STATE TAX-FREE INCOME TRUST Delaware Tax-Free Pennsylvania Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A DELAWARE GROUP TAX-FREE FUND Delaware Tax-Free Insured Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware Tax-Free USA Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware Tax-Free USA Intermediate Fund Class A .30% N/A N/A Class B .75% .25% 5 Class C .75% .25% N/A
A-3
MAXIMUM ANNUAL MAXIMUM ANNUAL DISTRIBUTION FEE SHAREHOLDER SERVICING (AS A PERCENTAGE OF FEE (AS A PERCENTAGE OF YEARS AVERAGE DAILY NET AVERAGE DAILY NET TO FUND/CLASS ASSETS OF CLASS) ASSETS OF CLASS) CONVERSION - ------------------------------------------------- ------------------- ----------------------- ---------- DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS Delaware Emerging Markets Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware International Value Equity Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware International Small Cap Value Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A DELAWARE GROUP ADVISER FUNDS Delaware Diversified Income Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware U.S. Growth Fund Class A .35% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A DELAWARE GROUP FOUNDATION FUNDS Delaware Aggressive Allocation Portfolio Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Conservative Allocation Portfolio Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Delaware Moderate Allocation Portfolio Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A
A-4
MAXIMUM ANNUAL MAXIMUM ANNUAL DISTRIBUTION FEE SHAREHOLDER SERVICING (AS A PERCENTAGE OF FEE (AS A PERCENTAGE OF YEARS AVERAGE DAILY NET AVERAGE DAILY NET TO FUND/CLASS ASSETS OF CLASS) ASSETS OF CLASS) CONVERSION - ------------------------------------------------- ------------------- ----------------------- ---------- DELAWARE POOLED TRUST The Real Estate Investment Trust Portfolio Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A Portfolio Class N/A N/A N/A The International Equity Portfolio Class P .20% N/A N/A Original Class N/A N/A N/A VOYAGEUR INSURED FUNDS Delaware Tax-Free Arizona Insured Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware Tax-Free Minnesota Insured Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A VOYAGEUR INTERMEDIATE TAX-FREE FUNDS Delaware Tax-Free Minnesota Intermediate Fund Class A .25% N/A N/A Class B .75% .25% 5 Class C .75% .25% N/A DELAWARE INVESTMENTS MUNICIPAL TRUST (FORMERLY VOYAGEUR INVESTMENT TRUST) Delaware Tax-Free Florida Insured Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware Tax-Free Missouri Insured Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware Tax-Free Oregon Insured Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A
A-5
MAXIMUM ANNUAL MAXIMUM ANNUAL DISTRIBUTION FEE SHAREHOLDER SERVICING (AS A PERCENTAGE OF FEE (AS A PERCENTAGE OF YEARS AVERAGE DAILY NET AVERAGE DAILY NET TO FUND/CLASS ASSETS OF CLASS) ASSETS OF CLASS) CONVERSION - ------------------------------------------------- ------------------- ----------------------- ---------- VOYAGEUR MUTUAL FUNDS Delaware Minnesota High-Yield Municipal Bond Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware National High-Yield Municipal Bond Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware Tax-Free California Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware Tax-Free Idaho Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Delaware Tax-Free New York Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A VOYAGEUR MUTUAL FUNDS II Delaware Tax-Free Colorado Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A VOYAGEUR MUTUAL FUNDS III Delaware Select Growth Fund Class A .30% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A Class R .60% N/A N/A Institutional Class N/A N/A N/A VOYAGEUR TAX-FREE FUNDS Delaware Tax-Free Minnesota Fund Class A .25% N/A N/A Class B .75% .25% 8 Class C .75% .25% N/A
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