-----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, OIiwwW43UQmmzU6YSZqaNPu9LUIn4UelhH7PBLbv+JJJwP3qaRSF8NhpAinnbPdW QRe119uWfUB+1hqehyrGzA== 0000950116-98-000962.txt : 19980430 0000950116-98-000962.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950116-98-000962 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19980429 EFFECTIVENESS DATE: 19980429 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR TAX FREE FUNDS INC CENTRAL INDEX KEY: 0000733362 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 002-87910 FILM NUMBER: 98603932 BUSINESS ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123767000 MAIL ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 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 485BPOS 1 485BPOS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A File No. 2-87910 File No. 811-3910 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. ------ Post-Effective Amendment No. 30 ------ AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 30 ---- VOYAGEUR TAX FREE FUNDS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) 1818 Market Street, Philadelphia, Pennsylvania 19103 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (215) 255-2923 -------------- George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103 - -------------------------------------------------------------------------------- (Name and Address of Agent for Service) Approximate Date of Public Offering: April 30, 1998 -------------- It is proposed that this filing will become effective: _____ immediately upon filing pursuant to paragraph (b) __X__ on April 30, 1998 pursuant to paragraph (b) _____ 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: _____ this post-effective amendment designates a new effective date for a previously filed post-effective amendement Title of Securities Being Registered ------------------------------------ Tax-Free Minnesota Fund A Class, Tax-Free Minnesota Fund B Class, Tax-Free Minnesota Fund C Class, Tax-Free North Dakota Fund A Class, Tax-Free North Dakota Fund B Class, Tax-Free North Dakota Fund C Class --- C O N T E N T S --- This Post-Effective Amendment No. 30 to Registration File No. 2-87910 includes the following: 1. Facing Page 2. Contents Page 3. Cross-Reference Sheets(1) 4. Part A - Prospectus(2) 5. Part B - Statement of Additional Information(2) 6. Part C - Other Information(2)(3) 7. Signatures (1) This Post-Effective Amendment relates to the Registrant's two series of shares and their classes: Tax-Free Minnesota Fund - Tax-Free Minnesota Fund A Class, Tax-Free Minnesota Fund B Class, Tax-Free Minnesota Fund C Class; and Tax-Free North Dakota Fund - Tax-Free North Dakota Fund A Class, Tax-Free North Dakota Fund B Class and Tax-Free North Dakota Fund C Class. Shares of each Series are described in a common Prospectus, Statement of Additional Information and Part C. (2) The Registrant's Prospectus and Statement of Additional Information, each dated March 31, 1998, are incorporated into this filing by reference to the electronic filing of Post-Effective Amendment No. 19 to the Registration Statement of Voyageur Mutual Funds, Inc. filed April 29, 1998. (3) Items 28 and 29 to Part C are incorporated into this filing by reference to the electronic filing of Post-Effective Amendment No. 19 to the Registration Statement of Voyageur Mutual Funds, Inc. filed April 29, 1998. CROSS-REFERENCE SHEET PART A Item No. Description Location in Prospectus* - -------- ----------- ----------------------- 1 Cover Page........................... Cover Page 2 Synopsis............................. Synopsis; Summary of Expenses 3 Condensed Financial Information...... Financial Highlights 4 General Description of Registrant.... Investment Objectives and Policies; Classes of Shares 5 Management of the Fund............... Management of the Funds 6 Capital Stock and Other Securities... The Delaware Difference; Dividends and Distributions; Taxes; Classes of Shares 7 Purchase of Securities Being Offered. Cover Page; How to Buy Shares; Calaculation of Offering Price and Net Asset Value Per Share; Management of the Funds 8 Redemption or Repurchase............. How to Buy Shares; Redemption and Exchange 9 Legal Proceedings.................... None * The Prospectus is included in and hereby incorporated by reference to Post-Effective Amendment No. 19 of Voyageur Mutual Funds, Inc.'s Registration Statement (File No. 33-63238). CROSS-REFERENCE SHEET PART B Item No. Description Location in Statement of Additional Information* - -------- ----------- ------------------------ 10 Cover Page............................. Cover Page 11 Table of Contents...................... Table of Contents 12 General Information and History........ Inapplicable 13 Investment Objectives and Policy....... Investment Policies and Restrictions 14 Management of the Registrant........... Officers and Directors 15 Control Persons and Principal Holders of Securities........................ Officers and Directors 16 Investment Advisory and Other Services. Officers and Directors; Investment Management Agreements and Sub-Advisory Agreements; General Information; Financial Statements 17 Brokerage Allocation................... Trading Practices and Brokerage 18 Capital Stock and Other Securities..... Capitalization and Noncumulative Voting (under General Information) 19 Purchase, Redemption and Pricing of Securities Being Offered............... Purchasing Shares; Determining Offering Price and Net Asset Value; Redemption and Repurchase; Exchange Privilege 20 Tax Status............................. Distributions; Taxes 21 Underwriters........................... Purchasing Shares 22 Calculation of Performance Data........ Performance Information 23 Financial Statements................... Financial Statements * The Statement of Additional Information is included in and hereby incorporated by reference to Post-Effective Amendment No. 19 of Voyageur Mutual Funds, Inc.'s Registration Statement (File No. 33-63238). CROSS-REFERENCE SHEET PART C Item No. Description Location in Part C - -------- ----------- ------------------ 24 Financial Statements and Exhibits................... Item 24 25 Persons Controlled by or under Common Control with Registrant..................................... Item 25 26 Number of Holders of Securities..................... Item 26 27 Indemnification..................................... Item 27 28 Business and Other Connections of Investment Adviser Item 28 29 Principal Underwriters.............................. Item 29 30 Location of Accounts and Records.................... Item 30 31 Management Services................................. Item 31 32 Undertakings........................................ Item 32 PART C Other Information Item 24. Financial Statements and Exhibits (a) Financial Statements: Part A - Financial Highlights *Part B - Statement of Net Assets Statement of Operations Statement of Changes in Net Assets Notes to Financial Statements Accountant's Report * The financial statements and Accountant's Report listed above relating to Voyageur Tax Free Funds, Inc. are incorporated into this filing by reference into the Fund's Part B from the Registrant's Annual Report for the fiscal year ended December 31, 1997. (b) Exhibits: (1) Articles of Incorporation. (a) Certificate of Amendment to the Amended and Restated Articles of Incorporation (November 22, 1993) incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (b) Certificate of Designation (February 27, 1995) incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (c) Articles of Correction (April 29, 1994) incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (2) By-Laws. By-Laws, as amended (November 29, 1993) incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (3) Voting Trust Agreement. Inapplicable. (4) Copies of All Instruments Defining the Rights of Holders. (a) Articles of Incorporation and Articles Supplementary. (i) Article VI of Amended and Restated Articles of Incorporation (November 22, 1993) incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (ii) Certificate of Designation (February 27, 1995) incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. PART C - Other Information (Continued) (iii) Articles of Correction (April 29, 1994) incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (b) By-Laws. (i) Article II incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (5) Investment Management Agreement. (a) Investment Management Agreement (April 30, 1997) between Voyageur Fund Managers, Inc. and the Registrant on behalf of Tax-Free Minnesota Fund and Tax-Free North Dakota Fund incorporated into this filing by reference to Post-Effective Amendment No. 29 filed August 28, 1997. (6) (a) Distribution Agreement. (i) Proposed Distribution Agreement (1997) between Delaware Distributors, L.P. and the Registrant on behalf of each Fund incorporated into this filing by reference to Post-Effective Amendment No. 29 filed August 28, 1997. (b) Administration and Service Agreement. Form of Administration and Service Agreement (as amended November 1995) (Module) incorporated into this filing by reference to Post-Effective Amendment No. 29 filed August 28, 1997. (c) Dealer's Agreement. Dealer's Agreement (as amended November 1995) (Module) incorporated into this filing by reference to Post-Effective Amendment No. 29 filed August 28, 1997. (d) Mutual Fund Agreement for the Delaware Group of Funds (as amended November 1995) (Module) incorporated into this filing by reference to Post- Effective Amendment No. 29 filed August 28, 1997. (7) Bonus, Profit Sharing, Pension Contracts. Inapplicable. (8) Custodian Agreement. (a) Custodian Contract with Norwest Bank Minnesota N.A. (April 20, 1992) incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. PART C - Other Information (Continued) (9) Other Material Contracts. (a) Shareholder Services Agreement (1997) between Delaware Service Company, Inc. and the Registrant on behalf of each Fund (Module) incorporated into this filing by reference to Post-Effective Amendment No. 29 filed August 28, 1997. (b) Executed Fund Accounting Agreement (August 19, 1996) between Delaware Service Company, Inc. and the Registrant on behalf of each Fund (Module) incorporated into this filing by reference to Post-Effective Amendment No. 29 filed August 28, 1997. (i) Executed Amendment No. 7 (October 14, 1997) to Schedule A to Delaware Group of Funds Fund Accounting Agreement attached as Exhibit. (ii) Executed Amendment No. 8 (December 18, 1997) to Schedule A to Delaware Group of Funds Fund Accounting Agreement attached as Exhibit. (10) Opinion of Counsel. Attached as Exhibit. (11) Consent of Auditors. Attached as Exhibit. (12) Inapplicable. (13) Letter of Investment Intent incorporated into this filing by reference to Form N-1 filed on November 14, 1983. (14) Inapplicable. (15) Plans under Rule 12b-1. (a) Plan under Rule 12b-1 for Class A, B and C Shares (1997) of Voyageur Tax Free Funds, Inc. on behalf of each Fund incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (16) Schedules of Computation for each Performance Quotation. (a) Schedules of Computation of Fund performance for each Fund incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. (b) Schedules of Computation of Fund Performance for Tax-Free Minnesota Fund for periods not previously filed attached as Exhibit. (17) Financial Data Schedules. Attached as Exhibits. PART C - Other Information (Continued) (18) Plan under Rule 18f-3. (a) Plan under Rule 18f-3 (June 19, 1997) attached as Exhibit. (19) Other: Directors' Power of Attorney. Attached as Exhibit. Item 25. Persons Controlled by or under Common Control with Registrant. None. Item 26. Number of Holders of Securities. (1) (2) Number of Title of Class Record Holders -------------- -------------- Voyageur Tax Free Funds, Inc. Tax-Free Minnesota Fund's: Tax-Free Minnesota Fund A Shares: Common Stock Par Value 9,370 Accounts $.01 Per Share as of February 28, 1998 Tax-Free Minnesota Fund B Shares: Common Stock Par Value 256 Accounts $.01 Per Share as of February 28, 1998 Tax-Free Minnesota Fund C Shares: Common Stock Par Value 154 Accounts $.01 Per Share as of February 28, 1998 Voyageur Tax Free Funds, Inc. Tax-Free North Dakota Fund's: Tax-Free North Dakota Fund Class A Shares: Common Stock Par Value 905 Accounts $.01 Per Share as of February 28, 1998 Tax-Free North Dakota Fund Class B Shares: Common Stock Par Value 45 Accounts $.01 Per Share as of February 28, 1998 Tax-Free North Dakota Fund Class C Shares: Common Stock Par Value 5 Accounts $.01 Per Share as of February 28, 1998 Item 27. Indemnification. Incorporated into this filing by reference to Post-Effective Amendment No. 27 filed April 30, 1996. PART C - Other Information (Continued) Item 28. Business and Other Connections of Investment Adviser. Incorporated into this filing by reference to Post-Effective Amendment No. 19 to the Registration Statement of Voyageur Mutual Funds, Inc. filed April 29, 1998 Item 29. Principal Underwriters. Incorporated into this filing by reference to Post-Effective Amendment No. 19 to the Registration Statement of Voyageur Mutual Funds, Inc. filed April 29, 1998 Item 30. Location of Accounts and Records. All accounts and records are maintained in Philadelphia at 1818 Market Street, Philadelphia, PA 19103 or One Commerce Square, Philadelphia, PA 19103 or 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota 55402. Item 31. Management Services. None. Item 32. Undertakings. (a) Inapplicable. (b) Inapplicable. (c) The Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request and without charge. (d) The Registrant hereby undertakes to promptly call a meeting of shareholders for the purpose of voting upon the question of removal of any director when requested in writing to do so by the record holders of not less than 10% of the outstanding shares. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of Philadelphia, Commonwealth of Pennsylvania on this 21st day of March, 1998. VOYAGEUR TAX FREE FUNDS, INC. By /s/ Wayne A. Stork ------------------ Wayne A. Stork 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/ Wayne A. Stork Chairman of the Board and Director March 21, 1998 - ---------------------------------------- Wayne A. Stork /s/ David K. Downes Executive Vice President/Chief Operating - ---------------------------------------- Officer/Chief Financial Officer David K. Downes (Principal Financial Officer and Principal Accounting Officer) March 21, 1998 /s/Walter P. Babich * Director March 21, 1998 - ---------------------------------------- Walter P. Babich /s/Anthony D. Knerr * Director March 21, 1998 - ---------------------------------------- Anthony D. Knerr /s/Ann R. Leven * Director March 21, 1998 - ---------------------------------------- Ann R. Leven /s/W. Thacher Longstreth * Director March 21, 1998 - ---------------------------------------- W. Thacher Longstreth /s/Thomas F. Madison * Director March 21, 1998 - ---------------------------------------- Thomas F. Madison /s/Jeffrey J. Nick * Director March 21, 1998 - ---------------------------------------- Jeffrey J. Nick /s/Charles E. Peck * Director March 21, 1998 - ---------------------------------------- Charles E. Peck *By /s/ Wayne A. Stork ----------------- Wayne A. Stork 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.B9BI Executed Amendment No. 7 (October 14,1997) to Schedule A to Delaware Group of Funds Fund Accounting Agreement EX-99.B9BII Executed Amendment No. 8 (December 18, 1997) to Schedule A to Delaware Group of Funds Fund Accounting Agreement EX-99.B10 Opinion of Counsel EX-99.B11 Consent of Auditors EX-99.B16B Schedules of Computation EX-27 Financial Data Schedules EX-99.B18A Plan under Rule 18f-3 (June 19, 1997) EX-99.B19 Directors' Power of Attorney EX-99.B9BI 2 FUND ACCOUNTING AGREEMENT AMENDMENT NO. 7 EX-99.B9BI Exhibit 24 (b)(9)(b)(i) AMENDMENT NO.7 to SCHEDULE A of DELAWARE GROUP OF FUNDS* FUND ACCOUNTING AGREEMENT Delaware Group Adviser Funds, Inc. Corporate Income Fund (liquidated September 19, 1997) Enterprise Fund (liquidated September 19, 1997) Federal Bond Fund (liquidated September 19, 1997) New Pacific Fund U.S. Growth Fund Overseas Equity Fund Delaware Group Cash Reserve, Inc. Delaware Group Equity Funds I, Inc. (formerly Delaware) Delaware Fund Devon Fund Delaware Group Equity Funds II, Inc. (formerly Decatur) Blue Chip Fund (New) Decatur Income Fund Decatur Total Return Fund Quantum Fund (New) Delaware Group Equity Funds III, Inc. (formerly Trend) Trend Fund Delaware Group Equity Funds IV, Inc. (formerly DelCap) Capital Appreciation Fund (New) DelCap Fund Delaware Group Equity Funds V, Inc. (formerly Value) Value Fund Retirement Income Fund (New) Delaware Group Government Fund, Inc. Government Income Series (U.S. Government Fund) - ------------------ *Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of the compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. Delaware Group Global & International Funds, Inc. Emerging Markets Fund (New) Global Assets Fund Global Bond Fund International Equity Fund Global Equity Fund (New) International Small Cap Fund (New) Delaware Group Income Funds, Inc. (formerly Delchester) Delchester Fund High-Yield Opportunities Fund (New) Strategic Income Fund (New) Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U. S. Government Money Fund Delaware Pooled Trust, Inc. The Aggressive Growth Portfolio The Defensive Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (deregistered January 14, 1997) The Emerging Markets Portfolio (New) The Fixed Income Portfolio The Global Fixed Income Portfolio The High-Yield Bond Portfolio (New) The International Equity Portfolio The International Fixed Income Portfolio (New) The Labor Select International Equity Portfolio The Limited-Term Maturity Portfolio (New) The Real Estate Investment Trust Portfolio The Global Equity Portfolio (New) The Real Estate Investment Trust Portfolio II (New) 2 Delaware Group Premium Fund, Inc. Capital Reserves Series Cash Reserve Series Convertible Securities Series (New) Decatur Total Return Series Delaware Series Delchester Series Devon Series (New) Emerging Markets Series (New) DelCap Series Global Bond Series (New) International Equity Series Quantum Series (New) Strategic Income Series (New) Trend Series Value Series Delaware Group Tax-Free Fund, Inc. Tax-Free Insured Fund Tax-Free USA Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income Trust-Pennsylvania) Tax-Free Pennsylvania Fund Tax-Free New Jersey Fund (New) Tax-Free Ohio Fund (New) Voyageur Funds, Inc. Voyageur U.S. Government Securities Fund (New) Voyageur Insured Funds, Inc. Arizona Insured Tax Free Fund (New) Colorado Insured Fund (New) Minnesota Insured Fund (New) National Insured Tax Free Fund (New) Voyageur Intermediate Tax Free Funds, Inc. Arizona Limited Term Tax Free Fund (New) California Limited Term Tax Free Fund (New) Colorado Limited Term Tax Free Fund (New) Minnesota Limited Term Tax Free Fund (New) National Limited Term Tax Free Fund (New) 3 Voyageur Investment Trust California Insured Tax Free Fund (New) Florida Insured Tax Free Fund (New) Florida Tax Free Fund (New) Kansas Tax Free Fund (New) Missouri Insured Tax Free Fund (New) New Mexico Tax Free Fund (New) Oregon Insured Tax Free Fund (New) Utah Tax Free Fund (New) Washington Insured Tax Free Fund (New) Voyageur Investment Trust II Florida Limited Term Tax Free Fund (New) Voyageur Mutual Funds, Inc. Arizona Tax Free Fund (New) California Tax Free Fund (New) Iowa Tax Free Fund (New) Idaho Tax Free Fund (New) Minnesota High Yield Municipal Bond Fund (New) National High Yield Municipal Bond Fund (New) National Tax Free Fund (New) New York Tax Free Fund (New) Wisconsin Tax Free Fund (New) Voyageur Mutual Funds II, Inc. Colorado Tax Free Fund (New) Voyageur Mutual Funds III, Inc. Aggressive Growth Fund (New) Growth Stock Fund (New) International Equity Fund (New) Tax Efficient Equity Fund (New) Voyageur Tax Free Funds, Inc. Minnesota Tax Free Fund (New) North Dakota Tax Free Fund (New) 4 Dated as of October 14, 1997 DELAWARE SERVICE COMPANY, INC. /s/ David K. Downes By:--------------------------------------------------------------------- David K. Downes President, Chief Executive Officer and Chief Financial Officer DELAWARE GROUP ADVISER FUNDS, INC. DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP EQUITY FUNDS I, INC. DELAWARE GROUP EQUITY FUNDS II, INC. DELAWARE GROUP EQUITY FUNDS III, INC. DELAWARE GROUP EQUITY FUNDS IV, INC. DELAWARE GROUP EQUITY FUNDS V, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP INCOME FUNDS, INC. DELAWARE GROUP LIMITED -TERM GOVERNMENT FUNDS, INC. DELAWARE POOLED TRUST, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP STATE TAX-FREE INCOME TRUST DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. VOYAGEUR 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. /s/Wayne A. Stork By:----------------------------------------------------------------------- Wayne A. Stork Chairman 5 EX-99.B9BII 3 FUND ACCOUNTING AGREEMENT AMENDMENT NO. 8 EX-99.B9BII Exhibit 24(b)(9)(b)(ii) AMENDMENT NO. 8 to SCHEDULE A of DELAWARE GROUP OF FUNDS* FUND ACCOUNTING AGREEMENT Delaware Group Adviser Funds, Inc. Corporate Income Fund (liquidated September 19, 1997) Enterprise Fund (liquidated September 19, 1997) Federal Bond Fund (liquidated September 19, 1997) New Pacific Fund U.S. Growth Fund Overseas Equity Fund (formerly World Growth Fund) Delaware Group Cash Reserve, Inc. Delaware Group Equity Funds I, Inc. (formerly Delaware) Delaware Fund Devon Fund Delaware Group Equity Funds II, Inc. (formerly Decatur) Blue Chip Fund (New) Decatur Income Fund Decatur Total Return Fund Quantum Fund (New) Delaware Group Equity Funds III, Inc. (formerly Trend) Trend Fund Delaware Group Equity Funds IV, Inc. (formerly DelCap) Capital Appreciation Fund (New) DelCap Fund Delaware Group Equity Funds V, Inc. (formerly Value) Small Cap Value Fund (formerly Value Fund) Retirement Income Fund (New) - ------------------ *Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of the compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. Delaware Group Foundation Funds (New) Balanced Portfolio (New) Growth Portfolio (New) Income Portfolio (New) Delaware Group Government Fund, Inc. Government Income Series (U.S. Government Fund ) Delaware Group Global & International Funds, Inc. Emerging Markets Fund (New) Global Assets Fund Global Bond Fund International Equity Fund Global Equity Fund (New) International Small Cap Fund (New) Delaware Group Income Funds, Inc. (formerly Delchester) Delchester Fund High-Yield Opportunities Fund (New) Strategic Income Fund (New) Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U. S. Government Money Fund Delaware Pooled Trust, Inc. The Aggressive Growth Portfolio The Large-Cap Value Equity Portfolio (formerly The Defensive Equity Portfolio) The Small/Mid-Cap Value Equity Portfolio (New) (formerly The Defensive Equity Small/Mid-Cap Portfolio) The Defensive Equity Utility Portfolio (deregistered January 14, 1997) The Emerging Markets Portfolio (New) The Intermediate Fixed Income Portfolio (formerly The Fixed Income Portfolio) The Global Fixed Income Portfolio The High-Yield Bond Portfolio (New) The International Equity Portfolio The International Fixed Income Portfolio (New) The Labor Select International Equity Portfolio The Limited-Term Maturity Portfolio (New) The Real Estate Investment Trust Portfolio The Global Equity Portfolio (New) The Real Estate Investment Trust Portfolio II (New) The Diversified Core Fixed Income Portfolio (New) The Aggregate Fixed Income Portfolio (New) 2 Delaware Group Premium Fund, Inc. Capital Reserves Series Cash Reserve Series Convertible Securities Series (New) Decatur Total Return Series Delaware Series Delchester Series Devon Series (New) Emerging Markets Series (New) DelCap Series Global Bond Series (New) International Equity Series Quantum Series (New) Strategic Income Series (New) Trend Series Value Series Delaware Group Tax-Free Fund, Inc. Tax-Free Insured Fund Tax-Free USA Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group State Tax-Free Income Trust (formerly DMCT Tax-Free Income Trust-Pennsylvania) Tax-Free Pennsylvania Fund Tax-Free New Jersey Fund (New) Tax-Free Ohio Fund (New) Voyageur Funds, Inc. Voyageur U.S. Government Securities Fund (New) Voyageur Insured Funds, Inc. Arizona Insured Tax Free Fund (New) Colorado Insured Fund (New) Minnesota Insured Fund (New) National Insured Tax Free Fund (New) Voyageur Intermediate Tax Free Funds, Inc. Arizona Limited Term Tax Free Fund (New) California Limited Term Tax Free Fund (New) Colorado Limited Term Tax Free Fund (New) Minnesota Limited Term Tax Free Fund (New) National Limited Term Tax Free Fund (New) 3 Voyageur Investment Trust California Insured Tax Free Fund (New) Florida Insured Tax Free Fund (New) Florida Tax Free Fund (New) Kansas Tax Free Fund (New) Missouri Insured Tax Free Fund (New) New Mexico Tax Free Fund (New) Oregon Insured Tax Free Fund (New) Utah Tax Free Fund (New) Washington Insured ax Free Fund (New) Voyageur Investment Trust II Florida Limited Term Tax Free Fund (New) Voyageur Mutual Funds, Inc. Arizona Tax Free Fund (New) California Tax Free Fund (New) Iowa Tax Free Fund (New) Idaho Tax Free Fund (New) Minnesota High Yield Municipal Bond Fund (New) National High Yield Municipal Bond Fund (New) National Tax Free Fund (New) New York Tax Free Fund (New) Wisconsin Tax Free Fund (New) Voyageur Mutual Funds II, Inc. Colorado Tax Free Fund (New) Voyageur Mutual Funds III, Inc. Aggressive Growth Fund (New) Growth Stock Fund (New) International Equity Fund (New) Tax Efficient Equity Fund (New) Voyageur Tax Free Funds, Inc. Minnesota Tax Free Fund (New) North Dakota Tax Free Fund (New) 4 Dated as of December 18, 1997 DELAWARE SERVICE COMPANY, INC. /s/David K. Downes By: --------------------------------------------------------------- David K. Downes President, Chief Executive Officer and Chief Financial Officer DELAWARE GROUP ADVISER FUNDS, INC. DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP EQUITY FUNDS I, INC. DELAWARE GROUP EQUITY FUNDS II, INC. DELAWARE GROUP EQUITY FUNDS III, INC. DELAWARE GROUP EQUITY FUNDS IV, INC. DELAWARE GROUP EQUITY FUNDS V, INC. DELAWARE GROUP FOUNDATION FUNDS DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP INCOME FUNDS, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE POOLED TRUST, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP STATE TAX-FREE INCOME TRUST DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. VOYAGEUR 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. /s/ Wayne A. Stork By: ------------------ Wayne A. Stork Chairman 5 EX-99.B10 4 OPINION OF COUNSEL EX-99.B10 Exhibit 24(b)(10) Law Offices Stradley, Ronon, Stevens & Young, LLP 2600 One Commerce Square Philadelphia, Pennsylvania 19103-7098 (215) 564-8000 Direct Dial: (215) 564-8024 March 25, 1998 Voyageur Tax Free Funds, Inc. 1818 Market Street Philadelphia, Pennsylvania 19103 Re: Legal Opinion-Securities Act of 1933 ------------------------------------ Ladies and Gentlemen: We have examined the Amended and Restated Articles of Incorporation (the "Articles") of Voyageur Tax Free Funds, Inc. (the "Fund"), a series corporation organized under Minnesota law, the By-Laws of the Fund, the resolutions adopted by the Fund's Board of Directors organizing the business of the Fund, and its proposed form of Share Certificates (if any), all as amended to date, and the various pertinent corporate proceedings we deem material. We have also examined the Notification of Registration and the Registration Statements filed under the Investment Company Act of 1940 (the "Investment Company Act") and the Securities Act of 1933 (the "Securities Act"), all as amended to date, as well as other items we deem material to this opinion. The Fund is authorized by the Articles to issue ten trillion (10,000,000,000,000) shares of common stock at a par value of $.01. The Fund issues shares of the Delaware-Voyageur Tax-Free Minnesota Fund and Delaware-Voyageur Tax-Free North Dakota Fund. The Articles also empower the Board to designate any additional series or classes and allocate shares to such series or classes. The Fund has filed with the U.S. Securities and Exchange Commission, a registration statement under the Securities Act, which registration statement is deemed to register an indefinite number of shares of the Fund pursuant to the provisions of Rule 24f-2 under the Investment Company Act. You have further advised us that the Fund has filed, and each year hereafter will timely file, a Notice pursuant to Rule 24f-2 perfecting the registration of the shares sold by the Fund during each fiscal year during which such registration of an indefinite number of shares remains in effect. You have also informed us that the shares of the Fund have been, and will continue to be, sold in accordance with the Fund's usual method of distributing its registered shares, under which prospectuses are made available for delivery to offerees and purchasers of such shares in accordance with Section 5(b) of the Securities Act. Based upon the foregoing information and examination, so long as the Fund remains a valid and subsisting entity under the laws of its state of organization, and the registration of an indefinite number of shares of the Fund remains effective, the authorized shares of the Fund when issued for the consideration set by the Board of Directors pursuant to the Articles, and subject to compliance with Rule 24f-2, will be legally outstanding, fully-paid, and non-assessable shares, and the holders of such shares will have all the rights provided for with respect to such holding by the Articles and the laws of the State of Minnesota. We hereby consent to the use of this opinion, in lieu of any other, as an exhibit to the Registration Statement of the Fund, along with any amendments thereto, covering the registration of the shares of the Fund under the Securities Act and the applications, registration statements or notice filings, and amendments thereto, filed in accordance with the securities laws of the several states in which shares of the Fund are offered, and we further consent to reference in the registration statement of the Fund to the fact that this opinion concerning the legality of the issue has been rendered by us. Very truly yours, STRADLEY, RONON, STEVENS & YOUNG, LLP BY: /s/ Mark H. Plafker ----------------------- Mark H. Plafker EX-99.B11 5 CONSENT OF INDEPENDENT AUDITORS Consent of Ernst & Young LLP, Independent Auditors 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 Post-Effective Amendment No. 30 to the Registration Statement (Form N-1A) (No. 2-87910) of Voyageur Tax-Free Funds, Inc. (comprised of Delaware-Voyageur Tax-Free Minnesota Fund and Delaware-Voyageur Tax-Free North Dakota Fund) of our reports dated February 16, 1998, included in the 1997 Annual Reports to shareholders. /s/ Ernst & Young LLP --------------------- Ernst & Young LLP Philadelphia, Pennsylvania April 24, 1998 Report of Independent Auditors To the Shareholders and Board of Directors Voyageur Tax-Free Funds, Inc. - Delaware-Voyageur Tax-Free Minnesota Fund Voyageur Insured Funds, Inc. - Delaware-Voyageur Minnesota Insured Fund Voyageur Intermediate Tax-Free Funds, Inc. - Delaware-Voyageur Tax-Free Minnesota Intermediate Fund Voyageur Mutual Funds, Inc. - Delaware-Voyageur Minnesota High Yield Municipal Bond Fund We have audited the accompanying statements of net assets of Tax-Free Minnesota Fund, Minnesota Insured Fund, Tax-Free Minnesota Intermediate Fund and Minnesota High Yield Municipal Bond Fund (the "Funds") as of December 31, 1997, and the related statements of operations, the statements of changes in net assets and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statements of changes in net assets for the year ended December 31, 1996 and the financial highlights for the periods presented through December 31, 1996 were audited by other auditors whose report dated February 14, 1997 expressed an unqualified opinion on those statements and financial highlights. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 1997, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the 1997 financial statements and financial highlights present fairly, in all material respects, the financial position of each of the respective Funds at December 31, 1997, and the results of their operations, the changes in their net assets and their financial highlights for the year then ended, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP --------------------- Ernst & Young LLP Philadelphia, Pennsylvania February 16, 1998 Report of Independent Auditors To the Shareholders and Board of Directors Voyageur Mutual Funds, Inc. - Delaware-Voyageur Tax-Free Idaho Fund Voyageur Tax-Free Funds, Inc. - Delaware-Voyageur Tax-Free North Dakota Fund Voyageur Investment Trust - Delaware-Voyageur Tax-Free Oregon Insured Fund Voyageur Investment Trust - Delaware-Voyageur Tax-Free Washington Insured Fund We have audited the accompanying statements of net assets of Tax-Free Idaho Fund, Tax-Free North Dakota Fund, Tax-Free Oregon Insured Fund, and Tax-Free Washington Insured Fund (the "Funds") as of December 31, 1997, and the related statements of operations, the statements of changes in net assets and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statements of changes in net assets for the year ended December 31, 1996 and the financial highlights from the dates of commencement of operations of the respective Funds through December 31, 1996 were audited by other auditors whose report dated February 14, 1997 expressed an unqualified opinion on those statements and financial highlights. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 1997, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of each of the respective Funds at December 31, 1997, and the results of their operations, the changes in their net assets and their financial highlights for the year then ended, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP --------------------- Ernst & Young LLP Philadelphia, Pennsylvania February 16, 1998 EX-99.B11 Exhibit 24(b)(11) KPMG Peat Marwick LLP 4200 Norwest Center 90 South Seventh Street Minneapolis, MN 55402 Independent Auditors' Report 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 reports dated February 14, 1997 incorporated herein by reference and to the reference of our Firm under the heading "FINANCIAL STATEMENTS" in the Statement of Additional Information. /s/KPMG Peat Marwick LLP ------------------------- KPMG Peat Marwick LLP Minneapolis, Minnesota April 27, 1998 Member Firm of Klynveld Peat Marwick Goerdeler KPMG Peat Marwick LLP 4200 Norwest Center 90 South Seventh Street Minneapolis, MN 55402 Independent Auditors' Report The Board of Directors and Shareholders 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 have audited the accompanying statements of changes in net assets of Voyageur Tax-Free Arizona Fund, Voyageur Tax-Free California Fund, Voyageur Tax-Free Idaho Fund, Voyageur Tax-Free Iowa Fund, Voyageur Minnesota High Yield Municipal Bond Fund, Voyageur National High Yield Municipal Bond Fund, Voyageur Tax-Free New York Fund, Voyageur Tax-Free Wisconsin Fund (portfolios within Voyageur Mutual Funds, Inc.); Voyageur Tax-Free California Insured Fund, Voyageur Tax-Free Florida Fund, Voyageur Tax-Free Florida Insured Fund, Voyageur Tax-Free Kansas Fund, Voyageur Tax-Free Missouri Fund, Voyageur Tax-Free New Mexico Fund, Voyageur Tax-Free Oregon Insured Fund, Voyageur Tax-Free Utah Fund, Voyageur Tax-Free Washington Insured Fund (portfolios within Voyageur Investment Trust); Voyageur Tax-Free Arizona Insured Fund, Voyageur Minnesota Insured Fund, (portfolios within Voyageur Insured Funds, Inc.); Voyageur Tax-Free Minnesota Fund, Voyageur Tax-Free North Dakota Fund, (portfolios within Voyageur Tax-Free Funds, Inc.); Voyageur Tax-Free Florida Intermediate Fund (a portfolio within Voyageur Investment Trust II); Voyageur Tax-Free Minnesota Intermediate Fund, (a portfolio within Voyageur Tax-Free Funds, Inc.); and Voyageur Tax-Free Colorado Fund (a portfolio within Voyageur Mutual Funds II, Inc.) for the year ended December 31, 1996, and the financial highlights for the periods ended prior to or on December 31, 1996. The statements of changes in net assets and the financial highlights are the responsibility of Fund management. Our responsibility is to express an opinion on the statements of changes in net assets and the financial highlights based on our audits. Member firm of KPMG International KPMG Peat Marwick LLP We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and the financial highlights referred to above present fairly, in all material respects, the changes in net assets of and financial highlights of the aforementioned funds for the periods ended prior to or on December 31, 1996, in conformity with generally accepted accounting principles. /s/KPMG Peat Marwick LLP ------------------------- KPMG Peat Marwick LLP Minneapolis, Minnesota February 14, 1997 EX-99.B16B 6 SCHEDULE OF COMPUTATION DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND C CLASS ANNUALIZED RATE OF RETURN FOR FISCAL YEAR ENDING 1997 - ------------------------------------------------------------------------------- Average Annual Compounded Rate of Return: n P(1 + T) = ERV ONE YEAR ---------- 1 $1000(1 - T) = $1, 078.21 T = 7.82% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND C CLASS ANNUALIZED RATE OF RETURN FOR FISCAL YEAR ENDING 1997 - ------------------------------------------------------------------------------- Average Annual Compounded Rate of Return: n P(1 + T) = ERV ONE YEAR ---------- 1 $1000(1 - T) = $1,088.21 T = 8.82% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND B CLASS ANNUALIZED RATE OF RETURN FOR FISCAL YEAR ENDING 1997 - ------------------------------------------------------------------------------- Average Annual Compounded Rate of Return: n P(1 + T) = ERV ONE YEAR ---------- 1 $1000(1 - T) = $1,049.54 T = 4.95% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND B CLASS ANNUALIZED RATE OF RETURN FOR FISCAL YEAR ENDING 1997 - ------------------------------------------------------------------------------- Average Annual Compounded Rate of Return: n P(1 + T) = ERV ONE YEAR ---------- 1 $1000(1 - T) = $1,089.54 T = 8.95% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND A CLASS ANNUALIZED RATE OF RETURN FOR FISCAL YEAR ENDING 1997 - ------------------------------------------------------------------------------- Average Annual Compounded Rate of Return: n P(1 + T) = ERV ONE YEAR ---------- 1 $1000(1 - T) = $1,096.76 T = 9.68% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND A CLASS ANNUALIZED RATE OF RETURN FOR FISCAL YEAR ENDING 1997 - ------------------------------------------------------------------------------- Average Annual Compounded Rate of Return: n P(1 + T) = ERV ONE YEAR ---------- 1 $1000(1 - T) = $1,055.90 T = 5.59% TAX-FREE MINNESOTA FUND C CLASS ANNUALIZED RATE OF RETURN FOR FISCAL YEAR ENDING 1997 - ------------------------------------------------------------------------------- Average Annual Compounded Rate of Return: n P(1 + T) = ERV ONE YEAR ---------- 1 $1000(1 - T) = $1,084.56 T = 8.46% THREE YEARS ---------- 3 $1000(1 - T) = $1,261.19 T = 8.04% FIVE YEARS ---------- 5 $1000(1 - T) = $1,790.04 T = 12.35% TEN YEARS ---------- 10 $1000(1 - T) = $2,766.33 T = 10.71% FIFTEEN YEARS ---------- 15 $1000(1 - T) = $2,766.33 T = 10.71% LIFE OF FUND ---------- 24.94794521 $1000(1 - T) = $9,964.20 T = 9.65% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND C CLASS TOTAL RETURN PERFORMANCE ONE YEAR (INCLUDING CDSC) - ------------------------------------------------------------------------------- Initial Investment $1,000.00 Beginning OFFER $12.41 Initial Shares 80.580 Fiscal Beginning Dividends Reinvested Cumulative Year Shares for Period Shares Shares - -------------------------------------------------------------------------------- 1997 80.580 $0.557 3.647 84.227 - -------------------------------------------------------------------------------- Ending Shares 84.227 Ending NAV x $12.92 ------------ $1,088.21 Less CDSC $10.00 ------------ Investment Return $1,078.21 Total Return Performance - ------------------------ Investment Return $1,078.21 Less Initial Investment $1,000.00 ------------ $78.21 / $1,000.00 x 100 Total Return: 7.82% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND B CLASS TOTAL RETURN PERFORMANCE THREE YEARS (INCLUDING CDSC) - -------------------------------------------------------------------------------- Initial Investment $1,000.00 Beginning OFFER $12.40 Initial Shares 80.645 Fiscal Beginning Dividends Reinvested Cumulative Year Shares for Period Shares Shares - -------------------------------------------------------------------------------- 1997 80.645 $0.547 3.750 84.395 - -------------------------------------------------------------------------------- Ending Shares 84.395 Ending NAV x $12.91 ------------ $1,089.54 Less CDSC $40.00 ------------ Investment Return $1,049.54 Total Return Performance - ------------------------ Investment Return $1,049.54 Less Initial Investment $1,000.00 ------------ $49.54 / $1,000.00 x 100 Total Return: 4.95% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND A CLASS TOTAL RETURN PERFORMANCE ONE YEAR - -------------------------------------------------------------------------------- Initial Investment $1,000.00 Beginning OFFER $12.40 Initial Shares 80.645 Fiscal Beginning Dividends Reinvested Cumulative Year Shares for Period Shares Shares - -------------------------------------------------------------------------------- 1997 80.645 $0.655 4.309 84.954 - -------------------------------------------------------------------------------- Ending Shares 84.954 Ending NAV x $12.91 ----------- Investment Return $1,096.76 Total Return Performance - ------------------------ Investment Return $1,096.76 Less Initial Investment $1,000.00 ----------- $96.76 / $1,000.00 x 100 Total Return: 9.68% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND A CLASS TOTAL RETURN PERFORMANCE ONE YEAR - -------------------------------------------------------------------------------- Initial Investment $1,000.00 Beginning OFFER $12.88 Initial Shares 77.640 Fiscal Beginning Dividends Reinvested Cumulative Year Shares for Period Shares Shares - -------------------------------------------------------------------------------- 1997 77.640 $0.655 4.149 81.789 - -------------------------------------------------------------------------------- Ending Shares 81.789 Ending NAV x $12.91 ----------- Investment Return $1,055.90 Total Return Performance - ------------------------ Investment Return $1,055.90 Less Initial Investment $1,000.00 ----------- $55.90 / $1,000.00 x 100 Total Return: 5.59% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND C CLASS TOTAL RETURN PERFORMANCE THREE YEARS (EXCLUDING CDSC) - -------------------------------------------------------------------------------- Initial Investment $1,000.00 Beginning OFFER $12.41 Initial Shares 80.580 Fiscal Beginning Dividends Reinvested Cumulative Year Shares for Period Shares Shares - -------------------------------------------------------------------------------- 1995 80.580 $0.557 3.647 84.227 - -------------------------------------------------------------------------------- Ending Shares 84.227 Ending NAV x $12.92 ------------ Investment Return $1,088.21 Total Return Performance - ------------------------ Investment Return $1,088.21 Less Initial Investment $1,000.00 ------------ $88.21 / $1,000.00 x 100 Total Return: 8.82% DELAWARE GROUP VOYAGEUR TAX-FREE MINNESOTA FUND B CLASS TOTAL RETURN PERFORMANCE THREE YEARS (EXCLUDING CDSC) - -------------------------------------------------------------------------------- Initial Investment $1,000.00 Beginning OFFER $12.40 Initial Shares 80.645 Fiscal Beginning Dividends Reinvested Cumulative Year Shares for Period Shares Shares - -------------------------------------------------------------------------------- 1997 80.645 $0.572 3.750 84.395 - -------------------------------------------------------------------------------- Ending Shares 84.395 Ending NAV x $12.91 -------------- Investment Return $1,089.54 Total Return Performance - ------------------------ Investment Return $1,089.54 Less Initial Investment $1,000.00 -------------- $89.54 / $1,000.00 x 100 Total Return: 8.95% EX-27.1 7 FINANCIAL DATA SCHEDULE
6 0000733362 VOYAGEUR TAX FREE FUNDS, INC. 011 DELAWARE-VOYAGEUR TAX-FREE MINNESOTA FUND A CLASS 1000 12-MOS DEC-31-1997 DEC-31-1997 395,681 429,765 6,650 0 0 436,415 5,843 0 1,910 7,753 0 393,810 32,334 34,538 0 56 712 0 34,084 417,364 0 26,179 0 3,945 22,234 3,217 13,746 39,197 0 21,802 0 0 2,445 5,840 1,191 (9,034) 88 0 0 2,505 2,130 0 4,108 416,639 12.400 .654 .511 .655 .000 .000 12.910 .91 0 0
EX-27.2 8 FINANCIAL DATA SCHEDULE
6 0000733362 VOYAGEUR TAX FREE FUNDS, INC. 012 DELAWARE-VOYAGEUR TAX-FREE MINNESOTA FUND B CLASS 1000 12-MOS DEC-31-1997 DEC-31-1997 395,681 429,765 6,650 0 0 436,415 5,843 0 1,910 7,753 0 393,810 636 503 0 56 712 0 34,084 8,215 0 26,179 0 3,945 22,234 3,217 13,746 39,197 0 342 0 0 230 118 21 (9,034) 88 0 0 2,505 2,130 0 4,108 7,568 12.400 .574 .508 .572 .000 .000 12.910 1.56 0 0
EX-27.3 9 FINANCIAL DATA SCHEDULE
6 0000733362 VOYAGEUR TAX FREE FUNDS,INC. 013 DELAWARE-VOYAGEUR TAX FREE MINNESOTA FUND C CLASS 1000 12-MOS DEC-31-1997 DEC-31-1997 395,681 429,765 6,650 0 0 436,415 5,843 0 1,910 7,753 0 393,810 239 248 0 56 712 0 34,084 3,083 0 26,179 0 3,945 22,234 3,217 13,746 39,197 0 122 0 0 100 118 9 (9,034) 88 0 0 2,505 2,130 0 4,108 2,720 12.410 .564 .508 .562 .000 .000 12.920 1.65 0 0
EX-99.B18A 10 RULE 18F-3 PLAN EX-99.B18A Exhibit 24(b)(18)(a) 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 As Approved as of June 19, 1997 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: Voyageur Minnesota Tax Free Fund Voyageur North Dakota Tax Free Fund Voyageur Minnesota 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 Minnesota Insured Fund Voyageur Arizona Insured Tax Free Fund Voyageur Colorado Insured Tax Free Fund Voyageur U.S. Government Securities Fund Voyageur Florida Insured Tax Free Fund Voyageur California 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 Florida Limited Term Tax Free Fund Voyageur Iowa Tax Free Fund Voyageur Wisconsin Tax Free Fund Voyageur Idaho Tax Free Fund Voyageur Minnesota High Yield Municipal Bond Fund Voyageur National High Yield Municipal Bond Fund Voyageur Arizona Tax Free Fund Voyageur California Tax Free Fund Voyageur New York Tax Free Fund Voyageur Colorado Tax Free Fund Voyageur Growth Stock Fund Voyageur Aggressive Growth Fund -1- This plan pursuant to rule 18f-3 (the "Plan"), which shall become effective for the Funds on the Effective Date (as defined in section VI of this Plan), sets forth the differences among classes of shares of the Funds, including distribution arrangements, shareholder services, income gains and 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 as in effect (including supplements) as of the Effective Date (as defined in section VI hereof). B. Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1 Plan") for each Company and Fund as in effect on the Effective Date (as defined in section VI hereof). Expenses, income and gains of such existing classes of the Funds shall be allocated in the manner set forth in III and IV 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 Allocation. A. Class-specific expenses. Each Company shall allocate to each class of shares of a Fund any fees and expenses incurred by the Company 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, the Company reserves the right, subject to approval by the Company's Board of Directors/Trustees, to allocate fees and expenses of the following nature to a particular class of shares of a Fund (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 Fund): (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 -2- 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) Directors'/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. B. Common Expenses. (i) For Funds which declare a dividend to shareholders on a daily basis ("Daily Dividend Funds"), except for any expenses that are allocated to a particular class as described in paragraph A above, all expenses incurred by a Fund will be allocated to each class of shares of such Fund 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 Fund. (ii) For Funds which do not declare a dividend to shareholders on a daily basis ("Non-Daily Dividend Funds"), except for any expenses that are allocated to a particular class as described in paragraph A above, all expenses incurred by a Fund will be allocated to each class of shares of such Fund on the basis of the net asset value of each such class in relation to the net asset value of the Fund. IV. Allocation of Income and Gains. A. Daily Dividend Funds. (i) Income of a Daily Dividend Fund will be allocated to each class of shares of such Fund on the basis of settled shares of each class in relation to the net assets of the Fund. (ii) Realized and unrealized capital gains and losses of a Fund will be allocated to each class of shares of such Fund on the basis of the net asset value of each such class in relation to the net asset value of the Fund. -3- B. Non-Daily Dividend Funds. (i) Income of a Non-Daily Dividend Fund will be allocated to each class of shares of such Fund on the basis of the net asset value of each such class in relation to the net asset value of the Fund. (ii) Realized and unrealized gains and losses of a Non-Daily Dividend Fund will be allocated to each class of shares of such Fund on the basis of the net asset value of each such class in relation to the net asset value of the Fund. V. 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. VI. Effective Date of Plan. This Plan shall become effective for a Fund upon conversion of the accounting system for such Fund (the "Effective Date"). Upon the Effective Date, this Plan shall supersede any other plan pursuant to Rule 18f-3 which previously has been adopted for a Fund. -4- EX-99.B19 11 POWER OF ATTORNEY EX-99.B19 Exhibit 24(b)(19) POWER OF ATTORNEY Each of the undersigned, a member of the Boards of Directors/Trustees of the Delaware Group Funds listed on Exhibit A to this Power of Attorney, hereby constitutes and appoints on behalf of each of the Funds listed on Exhibit A, Wayne A. Stork, Jeffrey J. Nick and Walter P. Babich and any one of them acting singly, his true and lawful attorneys-in-fact, in his name, place, and stead, to execute and cause to be filed with the Securities and Exchange Commission and other federal or state government agency or body, such registration statements, and any and all amendments thereto as either of such designees may deem to be appropriate under the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all other applicable federal and state securities laws. IN WITNESS WHEREOF, the undersigned have executed this instrument as of this 18th day of December, 1997. /s/Walter P. Babich /s/Thomas F. Madison - ------------------- -------------------- Walter P. Babich Thomas F. Madison /s/Anthony D. Knerr /s/Jeffrey J. Nick - ------------------- ------------------ Anthony D. Knerr Jeffrey J. Nick /s/Ann R. Leven /s/Charles E. Peck - --------------- ------------------ Ann R. Leven Charles E. Peck /s/W. Thacher Longstreth /s/Wayne A. Stork - ------------------------ ----------------- W. Thacher Longstreth Wayne A. Stork POWER OF ATTORNEY EXHIBIT A DELAWARE GROUP FUNDS DELAWARE GROUP EQUITY FUNDS I, INC. DELAWARE GROUP EQUITY FUNDS II, INC. DELAWARE GROUP EQUITY FUNDS III, INC. DELAWARE GROUP EQUITY FUNDS IV, INC. DELAWARE GROUP EQUITY FUNDS V, INC. DELAWARE GROUP INCOME FUNDS, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP ADVISER FUNDS, INC. DELAWARE POOLED TRUST, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP STATE TAX-FREE INCOME TRUST DELAWARE GROUP DIVIDEND AND INCOME FUND, INC. DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC. DELAWARE GROUP FOUNDATION FUNDS VOYAGEUR 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 TAX FREE FUNDS, INC. 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. -----END PRIVACY-ENHANCED MESSAGE-----