-----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, NhRBBVcXjqcDj49kS1LxqaaOqW7eelCdg1+72+SCbiWT2UlG2kwSeJeE3SMk3a63 ivqAzdypLDrtkXa4Mdv4zA== 0001137439-07-000022.txt : 20070103 0001137439-07-000022.hdr.sgml : 20070101 20070103161401 ACCESSION NUMBER: 0001137439-07-000022 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20070103 DATE AS OF CHANGE: 20070103 EFFECTIVENESS DATE: 20070103 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: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03910 FILM NUMBER: 07504708 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: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-87910 FILM NUMBER: 07504709 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 0000733362 S000002418 DELAWARE TAX-FREE MINNESOTA FUND C000006427 DELAWARE TAX-FREE MINNESOTA FUND CLASS A DEFFX C000006428 DELAWARE TAX-FREE MINNESOTA FUND CLASS B DMOBX C000006429 DELAWARE TAX-FREE MINNESOTA FUND CLASS C DMOCX 485BPOS 1 facingsheetandpartc.htm

                       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                      /X/

         Pre-Effective Amendment No.                                         / /
                                                  ---------
         Post-Effective Amendment No.                42                      /X/
                                                  ---------

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              /X/

         Amendment No.                               43
                                                  ---------


                             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:                             January 3, 2007

It is proposed that this filing will become effective:

    /X/     immediately upon filing pursuant to paragraph (b)
- -----------
    / /     on (date) 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 amendment.





                             --- C O N T E N T S ---

This Post-Effective Amendment No. 42 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.  32 to the
               Registration  Statement  on Form N-1A of Voyageur  Mutual  Funds,
               File No. 033-63238, filed January 3, 2007.

          (2)  Items 26 and 27 to Part C are  incorporated  into this  filing by
               reference to the electronic  filing of  Post-Effective  Amendment
               No. 32 to the  Registration  Statement  on Form N-1A of  Voyageur
               Mutual Funds, File No. 033-63238, filed January 3, 2007.





                                     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)  Articles of Incorporation.

               (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)  Instruments Defining Rights of Security Holders.

               (1)  Agreement and  Declaration of Trust.  Articles III, V and VI
                    of the 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 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.

          (d)  Investment  Advisory Contracts.  Executed  Investment  Management
               Agreement  (November 1, 1999) between Delaware Management Company
               (a  series  of  Delaware   Management  Business  Trust)  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 the Fund  incorporated into this filing by
                         reference  to  Post-Effective  Amendment  No.  36 filed
                         October 31, 2001.

                    (ii) Form  of   Third   Amended   and   Restated   Financial
                         Intermediary  Distribution  Agreement  between  Lincoln
                         Financial Distributors, Inc. and Delaware Distributors,
                         L.P.  on behalf of the  Registrant  attached as Exhibit
                         No. EX-99.e.1.ii.

               (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 Agreements.

               (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  the  Fund   incorporated  into  this  filing  by
                    reference to  Post-Effective  Amendment No. 36 filed October
                    31, 2001.

                    (i)  Executed   Schedule  B   (December   1,  2006)  to  the
                         Shareholder  Services Agreement attached as Exhibit No.
                         EX-99.h.1.i.

                    (ii) Executed  Amendment  Letter  (August  23,  2002) to the
                         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 the 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  Delaware
                         Investments  Family of Funds Fund Accounting  Agreement
                         incorporated   into  this   filing  by   reference   to
                         Post-Effective Amendment No. 40 filed October 31, 2005.

                    (ii) Executed Amendment No. 31 (August 31, 2006) to Schedule
                         A to the  Delaware  Investments  Family  of Funds  Fund
                         Accounting  Agreement  incorporated into this filing by
                         reference to Form N-14 filed September 1, 2006.

               (3)  Form  of  Investment   Advisory  Expense  Limitation  Letter
                    (December  2006)  between  Delaware  Management  Company  (a
                    series  of   Delaware   Management   Business   Trust)   and
                    Registrant,  on behalf of the Fund  attached  as Exhibit No.
                    EX-99.h.3.

          (i)  Legal  Opinion.  Opinion and Consent 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  (January  2,  2007)  attached  as  Exhibit  No.
               EX-99.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)  Rule 12b-1  Plans.  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)  Rule  18f-3  Plan.  Plan  under Rule  18f-3  (October  31,  2005)
               incorporated  into this  filing by  reference  to Form N-14 filed
               September 1, 2006.

          (o)  Reserved.

          (p)  Codes of Ethics.

               (1)  Code of Ethics for the Delaware  Investments Family of Funds
                    (February 2006)  incorporated  into this filing by reference
                    to Form N-14 filed  September  1, 2006.

               (2)  Code of Ethics for Delaware Investments (Delaware Management
                    Company, a series of Delaware Management Business Trust, and
                    Delaware  Distributors,  L.P.) (February 2006)  incorporated
                    into this filing by reference  to Form N-14 filed  September
                    1, 2006.

               (3)  Code of Ethics  for  Lincoln  Financial  Distributors,  Inc.
                    (December 2005)  incorporated  into this filing by reference
                    to Form N-14 filed September 1, 2006.

          (q)  Other. Powers of Attorney (November 15, 2006) attached as Exhibit
               No. EX-99.q.

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. 32 to
          the Registration Statement on Form N-1A of Voyageur Mutual Funds, File
          No. 033-63238, filed January 3, 2007.

Item 27.  Principal Underwriters.  Incorporated into this filing by reference to
          Post-Effective  Amendment No. 32 to the Registration Statement on Form
          N-1A of Voyageur Mutual Funds,  File No.  033-63238,  filed January 3,
          2007.

Item 28.  Location of Accounts and Records. All accounts and records required to
          be maintained by Section 31(a) of the  Investment  Company Act of 1940
          and the rules under that section are maintained at 2005 Market Street,
          Philadelphia,  PA  19103-7094  and 430 W. 7th Street,  Kansas City, MO
          64105.

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  certifies  that  it  meets  all of the
requirements for effectiveness of this Registration  Statement under 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 the
City of  Philadelphia  and  Commonwealth  of  Pennsylvania  on  this  3rd day of
January, 2007.

                                  VOYAGEUR TAX FREE FUNDS


                                  By:         /s/ Patrick P. Coyne
                                                  Patrick P. Coyne
                                      Chairman/President/Chief Executive Officer

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/ Patrick P. Coyne           Chairman/President/Chief          January 3, 2007
Patrick P. Coyne               Executive Officer (Principal
                               Executive Officer) and Trustee

Thomas L. Bennett       *      Trustee                           January 3, 2007
Thomas L. Bennett

John A. Fry             *      Trustee                           January 3, 2007
John A. Fry

Anthony D. Knerr        *      Trustee                           January 3, 2007
Anthony D. Knerr

Lucinda S. Landreth     *      Trustee                           January 3, 2007
Lucinda S. Landreth

Ann R. Leven            *      Trustee                           January 3, 2007
Ann R. Leven

Thomas F. Madison       *      Trustee                           January 3, 2007
Thomas F. Madison

Janet L. Yeomans        *      Trustee                           January 3, 2007
Janet L. Yeomans

J. Richard Zecher       *      Trustee                           January 3, 2007
J. Richard Zecher

Richard Salus           *      Senior Vice President/Chief       January 3, 2007
Richard Salus                  Financial Officer (Principal
                               Financial Officer)

                            *By: /s/ Patrick P. Coyne
                                Patrick P. Coyne
                             as Attorney-in-Fact for
                          each of the persons indicated
                 (Pursuant to Powers of Attorney filed herewith)





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549





                                    EXHIBITS
                                       TO
                                    FORM N-1A





             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933





                                INDEX TO EXHIBITS
                            (Voyageur Tax Free Funds)


Exhibit No.         Exhibit
- ------------------- ------------------------------------------------------------
EX-99.e.1.ii        Form  of  Third  Amended and Restated Financial Intermediary
                    Distribution    Agreement    between    Lincoln    Financial
                    Distributors, Inc. and Delaware Distributors, L.P. on behalf
                    of the Registrant

EX-99.h.1.i         Executed  Schedule  B  (December 1, 2006) to the Shareholder
                    Services Agreement

EX-99.h.3           Form   of  Investment  Advisory  Expense  Limitation  Letter
                    (December  2006)  between  Delaware  Management  Company  (a
                    series  of   Delaware   Management   Business   Trust)   and
                    Registrant, on behalf of the Fund

EX-99.j             Consent  of  Independent  Registered  Public Accounting Firm
                    (January 2, 2007)

EX-99.q             Powers of Attorney (November 15, 2006)


EX-99.E 2 ex99e1ii.htm Exhibit No. EX-99.e.1.ii
                                                        Exhibit No. EX-99.e.1.ii


                           THIRD AMENDED AND RESTATED
                             FINANCIAL INTERMEDIARY
                             DISTRIBUTION AGREEMENT


     Third Amended and Restated Financial  Intermediary  Distribution  Agreement
(the  "Agreement")  effective  as of the 1st of  January,  2007,  by and between
DELAWARE DISTRIBUTORS,  L.P. ("DDLP"), Delaware limited partnership, and LINCOLN
FINANCIAL DISTRIBUTORS, INC. ("LFD"), a Connecticut corporation.

                                   WITNESSETH

     WHEREAS, DDLP serves as the distributor of a number of investment companies
(individually a "Fund" and, collectively, the "Funds" as listed on Appendix A as
such Appendix may be amended from time to time)  registered under the Investment
Company Act of 1940,  as amended  (the "1940  Act"),  pursuant  to  distribution
agreements between each Fund and DDLP;

     WHEREAS, pursuant to the aforementioned  distribution agreements, each Fund
has engaged DDLP to promote the  distribution  of its shares and, in  connection
therewith and as agent for the Fund and not as principal, to advertise, promote,
offer and sell the Fund's shares to the public;

     WHEREAS,  DDLP  has  previously  entered  into  a  Financial   Intermediary
Distribution  Agreement  with LFD, as amended  (the  "Intermediary  Agreement"),
pursuant  to which  LFD:  (i)  promotes  the sale of the Funds'  shares  through
broker/dealers,   financial   advisers   and  other   financial   intermediaries
(collectively "Financial Intermediaries");  (ii) creates messaging and packaging
for certain  non-regulatory  sales and marketing materials related to the Funds;
and (iii) produces such non-regulatory  sales and marketing materials related to
the Funds; and

     WHEREAS, DDLP and LFD desire to revise certain terms under the Intermediary
Agreement and intend that this Agreement shall amend and restate in its entirety
the Intermediary Agreement.

     NOW, THEREFORE,  the parties hereto,  intending to be legally bound hereby,
agree as follows:

1.   DDLP hereby engages LFD to promote the sale of shares of each Fund and each
     investment  portfolio  thereof listed in Appendix A hereto (as revised from
     time to time) through Financial  Intermediaries,  and to create and produce
     non-regulatory  sales and marketing  materials  related to the Funds as set
     forth herein.

2.   LFD agrees to use its best efforts to promote the sale of the Funds' shares
     designated by DDLP to retail  investors  through  Financial  Intermediaries
     wherever  their  sale is legal,  in such  places  and in such  manner,  not
     inconsistent  with the law and the  provisions  of this  Agreement  and the
     Funds' Registration  Statements under the Securities Act of 1933, including
     the  Prospectuses  and  Statements  of  Additional   Information  contained
     therein.

3.   LFD  represents  and  warrants  that it is,  and shall  remain at all times
     during the  effectiveness  of this Agreement,  a  broker/dealer  registered
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and qualified under applicable  state securities laws in each  jurisdiction
     in which LFD may be required to be qualified to act as a  broker/dealer  in
     securities,  and a member in good standing of the National  Association  of
     Securities Dealers, Inc. (the "NASD"). DDLP represents and warrants that it
     is,  and  shall  remain  at all  times  during  the  effectiveness  of this
     Agreement, a broker/dealer  registered under the Exchange Act and qualified
     under applicable  state securities laws in each  jurisdiction in which DDLP
     may be required





     to be qualified to act as a  broker/dealer  in securities,  and a member in
     good standing of the NASD.

     4.   DDLP will provide LFD with:

          (a)  copies of the current  Prospectuses  and Statements of Additional
               Information for each Fund, including all supplements thereto;

          (b)  copies of each Fund's periodic reports to shareholders as soon as
               reasonably  practicable after DDLP receives such reports from the
               Fund;

          (c)  technical language, data, and product content, and determinations
               concerning product  positioning  recommendations  and sales ideas
               with respect to the Funds;

          (d)  Fund-related  materials  prepared  by  DDLP  and  designated  for
               internal   use  only   (subject  to  the  terms  and   conditions
               established from time to time by DDLP); and

          (e)  prompt  notice of the  issuance by the  Securities  and  Exchange
               Commission   (the  "SEC")  of  any  stop  order   suspending  the
               effectiveness of the  Registration  Statement of any Fund, or the
               initiation of any proceedings for that purpose.

5.   LFD shall create and produce non-regulatory, non-shareholder materials for,
     about,  or related  to,  the Funds  ("Advertising  Materials").  DDLP shall
     provide  product  information  to LFD,  including  information  related  to
     product  descriptions,  strategic  positioning and product management.  LFD
     shall use such information when developing the creative messaging, look and
     feel,  layout and  packaging of the  advertising  materials.  LFD agrees to
     submit to DDLP,  prior to its use,  the form of any  Advertising  Materials
     prepared by LFD and  proposed to be generally  disseminated  by or for LFD,
     all Advertising  Materials  prepared by LFD and proposed to be used by LFD,
     and all Advertising Materials prepared by or for LFD for such dissemination
     or for use by others in connection with the sale of the Funds' shares.  LFD
     also agrees that LFD will file or submit such Advertising  Materials to the
     NASD,  SEC  or  other  regulatory  agency  as  from  time  to  time  may be
     appropriate, considering practices then current in the industry. LFD agrees
     not to use or to permit others to use such  Advertising  Materials  without
     the  prior  written  consent  of DDLP if any  regulatory  agency  expresses
     objection thereto or if DDLP delivers to LFD a written  objection  thereto.
     LFD  shall  not be  responsible  for or  authorized  to  prepare  materials
     relating   to  the  Funds  for  the   purpose  of   satisfying   regulatory
     requirements, including, but not limited to, Prospectuses and Statements of
     Additional Information and periodic shareholder reports. DDLP and LFD agree
     to work  together in good faith to resolve any  disagreements  between DDLP
     and LFD about or objections by DDLP to  Advertising  Materials  prepared by
     LFD.

6.   The  responsibility  of LFD hereunder  shall be limited to the promotion of
     sales  of the  Funds'  shares  through  Financial  Intermediaries,  and the
     creation and production of  non-regulatory  sales and marketing  materials.
     The  parties  hereto  acknowledge  that DDLP will also be  responsible  for
     supporting due diligence activities as they relate to product placements on
     platforms of Lincoln Financial  Group's key accounts.  LFD is not empowered
     to approve  orders for sales of the Funds' shares or to accept  payment for
     such orders.  Sales of a Fund's  shares shall be deemed to be made when and
     where accepted by the Fund's transfer agent on behalf of the Fund.

7.   In  consideration  for the services  provided by LFD under this  Agreement,
     DDLP  shall  pay LFD the  compensation  set  forth  on  Schedule  A to this
     Agreement.

8.   With respect to the  apportionment of costs between DDLP and LFD associated
     with activities with which both are concerned, the following will apply:

          (a)  DDLP will pay the costs  incurred in printing and mailing  copies
               of Fund  Prospectuses  and  shareholder  reports  to  prospective
               investors;

          (b)  DDLP  will  pay  the  costs  of any  additional  copies  of  Fund
               financial and other reports and other Fund literature supplied to
               DDLP by the Fund for sales promotion purposes;


                                        2


          (c)  DDLP will bear the  expense  of the  Advertising  Materials  that
               relate exclusively to the Funds;

          (d)  DDLP and LFD will  jointly  bear the expense of  advertising  and
               promotional  activities and materials  relating both to the Funds
               and to the other products  distributed by LFD, the  apportionment
               of such  expenses  to be agreed upon by DDLP and LFD from time to
               time; and

          (e)  The parties  will agree to  apportion  other  costs and  expenses
               between  DDLP and LFD as  necessary  and as mutually  agreed from
               time to time.

9.   Both  DDLP  and LFD may  engage  in other  business,  provided  such  other
     business does not interfere  with the  performance by DDLP and LFD of their
     respective obligations under this Agreement.

10.  DDLP agrees to indemnify, defend and hold LFD harmless from and against any
     and all losses,  damages, or liabilities to which LFD may become subject by
     reason of DDLP's willful misfeasance, bad faith, or gross negligence in the
     performance  of its duties under this  Agreement.  LFD agrees to indemnify,
     defend and hold DDLP harmless from and against any and all losses, damages,
     or  liabilities to which DDLP may become subject by reason of LFD's willful
     misfeasance,  bad faith,  or gross  negligence  in the  performance  of its
     duties under this Agreement.

11.  Copies of financial reports,  Registration Statements and Prospectuses,  as
     well  as  demands,  notices,   requests,   consents,   waivers,  and  other
     communications in writing which it may be necessary or desirable for either
     party  to  deliver  or  furnish  to the  other  will be duly  delivered  or
     furnished, if delivered to such party at 2005 Market Street,  Philadelphia,
     Pennsylvania  19103-7094,  or at  such  other  address  as  DDLP or LFD may
     designate in writing and furnish to the other.

12.  This Agreement  shall not be assigned,  as that term is defined in the 1940
     Act, by LFD and shall terminate automatically in the event of its attempted
     assignment by LFD. This Agreement will automatically terminate with respect
     to a Fund upon the termination of the distribution  agreement  between DDLP
     and the Fund. This Agreement will  automatically  terminate with respect to
     all Funds in the event  that LFD  ceases to be a  broker/dealer  registered
     under the Exchange Act or a member in good standing of the NASD.  Except as
     specifically  provided  in  the  indemnification   provision  contained  in
     Paragraph 10 herein,  this  Agreement  and all  conditions  and  provisions
     hereof are for the sole and  exclusive  benefit of the  parties  hereto and
     their  legal  successors  and no  express  or  implied  provision  of  this
     Agreement  is intended or shall be  construed to give any person other than
     the parties hereto and their legal successors any legal or equitable right,
     remedy or claim  under or in respect of this  Agreement  or any  provisions
     herein contained.

13.  (a)  This  Agreement  shall  remain in force  with  respect to a Fund for a
          period  of two  years  from the  date  hereof  and  from  year to year
          thereafter,  but  only so long as  such  continuance  is  specifically
          approved at least annually by the Board of  Directors/Trustees  of the
          Fund or by vote of a majority of the outstanding  voting securities of
          the Fund and only if the  terms  and the  renewal  thereof  have  been
          approved  by the vote of a majority of the  Directors/Trustees  of the
          Fund who are not  parties  hereto or  interested  persons  of any such
          party, cast in person at a meeting called for the purpose of voting on
          such approval.


                                       3


     (b)  LFD may  terminate  this  Agreement at any time by giving DDLP written
          notice of its intention to terminate  the Agreement at the  expiration
          of three  months from the date of delivery of such  written  notice of
          intention to DDLP.

     (c)  DDLP may  terminate  this  Agreement  at any time upon  prior  written
          notice to LFD of its  intention to so terminate at the  expiration  of
          three months from the date of the  delivery of such written  notice to
          LFD.

     (d)  The Board of Directors/Trustees of a Fund may terminate this Agreement
          with respect to the Fund at any time upon prior written notice to DDLP
          and/or LFD of its intention to so terminate at the expiration of three
          months from the date of delivery of such written notice to DDLP and/or
          LFD.

14.  The validity,  interpretation  and  construction of this Agreement,  and of
     each part  hereof,  will be  governed  by the laws of the  Commonwealth  of
     Pennsylvania.

15.  In the event any  provision of this  Agreement is  determined to be void or
     unenforceable,  such  determination  shall not affect the  remainder of the
     Agreement, which shall continue to be in force.


DELAWARE DISTRIBUTORS, L.P.                  LINCOLN FINANCIAL DISTRIBUTORS,
By:      DELAWARE DISTRIBUTORS, INC.,        INC.
         General Partner


By:                                          By:
Name:                                        Name:
Title:                                       Title:


                                       4


                                   SCHEDULE A
                                       to
                           THIRD AMENDED AND RESTATED
                  FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT

The fees payable by DDLP to LFD under this  Schedule A shall be  calculated  and
paid monthly  with respect to the sales of retail  shares of the Funds listed on
Appendix A.

     DDLP shall pay LFD for the actual  expenses  incurred by LFD in  performing
     its duties under this  Agreement as determined by DDLP's  monthly review of
     information  retrieved from Lincoln  Financial Group's  applicable  expense
     management system.  Based on this review, DDLP may request that LFD provide
     additional   information  describing  its  expenses  in  detail  reasonably
     acceptable to DDLP. Additionally, the parties shall agree from time to time
     to a mechanism to monitor LFD's expenses.

     For purposes of this  Agreement,  "detail  reasonably  acceptable  to DDLP"
     shall mean a level of detail that  enables DDLP to  determine,  among other
     things: (i) the direct wholesaling, sales, marketing and other expenses for
     all distribution  channels incurred by LFD on behalf of DDLP for the Funds;
     and (ii) the actual  overhead and other non-100%  direct  expenses that LFD
     incurred  that  were  allocated  to DDLP  based  on  direct  sales of Funds
     attributable  to LFD,  as well as the  basis  for the  methodology  used in
     making such allocation.

     If LFD fails to provide DDLP with information  describing LFD's expenses in
     detail reasonably  acceptable to DDLP, DDLP shall have no obligation to pay
     LFD any fees hereunder until such time as LFD provides such  information in
     detail  reasonably  acceptable to DDLP. No interest on LFD's expenses shall
     be due to LFD for any period prior to DDLP's receipt of expense information
     containing detail reasonably acceptable detail to DDLP.


                                       5


                                   APPENDIX A
                                       to
                           THIRD AMENDED AND RESTATED
                  FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT

Delaware Group Adviser Funds                     Delaware Group State Tax-Free Income Trust
     Delaware Diversified Income Fund                 Delaware Tax-Free Pennsylvania Fund
     Delaware U.S. Growth Fund
                                                 Delaware Group Tax-Free Fund
Delaware Group Cash Reserve                           Delaware Tax-Free USA Fund
     Delaware Cash Reserve Fund                       Delaware Tax-Free USA Intermediate

Delaware Group Equity Funds I                    Delaware Group Tax-Free Money Fund
     Delaware Balanced Fund                           Delaware Tax-Free Money Fund

Delaware Group Equity Funds II                   Delaware Group Global & International Funds
     Delaware Large Cap Value Fund                    Delaware Emerging Markets Fund
     Delaware Value Fund                              Delaware Global Value Fund
                                                      Delaware International Value Equity Fund
Delaware Group Equity Funds III
     Delaware American Services Fund             Delaware Pooled Trust
     Delaware Small Cap Growth Fund                   The Real Estate Investment Trust Portfolio I
     Delaware Trend Fund
                                                 Voyageur Insured Funds
Delaware Group Equity Funds IV                        Delaware Tax-Free Minnesota Insured Fund
     Delaware Large Cap Growth Fund                   Delaware Tax-Free Arizona Fund
     Delaware Growth Opportunities Fund
                                                 Delaware Investments Municipal Trust
Delaware Group Equity Funds V                         Delaware Tax-Free Florida Insured Fund
     Delaware Dividend Income Fund
     Delaware Small Cap Core Fund                Voyageur Intermediate Tax-Free Funds
     Delaware Small Cap Value Fund                    Delaware Tax-Free Minnesota Intermediate Fund

Delaware Group Foundation Funds                  Voyageur Mutual Funds
     Delaware Aggressive Allocation Portfolio         Delaware Minnesota High-Yield Municipal Bond Fund
     Delaware Moderate Allocation Portfolio           Delaware National High-Yield Municipal Bond Fund
     Delaware Conservative Allocation Portfolio       Delaware Tax-Free California Fund
                                                      Delaware Tax-Free Idaho Fund
Delaware Group Income Funds                           Delaware Tax-Free New York Fund
     Delaware Corporate Bond Fund
     Delaware Delchester Fund                    Voyageur Mutual Funds II
     Delaware Extended Duration Bond Fund             Delaware Tax-Free Colorado Fund
     Delaware High-Yield Opportunities Fund
                                                 Voyageur Mutual Funds III
Delaware Group Government Fund                        Delaware Large Cap Core Fund
     Delaware Core Plus Bond Fund                     Delaware Select Growth Fund
     Delaware Inflation Protected Bond Fund
                                                 Voyageur Tax Free Funds
Delaware Group Limited-Term Government Funds          Delaware Tax-Free Minnesota Fund
     Delaware Limited-Term Government Fund


                                       A-1


EX-99.H 3 ex99h1i.htm VTF - Exhibit No. EX-99.h.1.i

                                                         Exhibit No. EX-99.h.1.i

                                   SCHEDULE B

                         SHAREHOLDER SERVICES AGREEMENT
                              COMPENSATION SCHEDULE
                           EFFECTIVE DECEMBER 1, 2006

                      DELAWARE INVESTMENTS FAMILY OF FUNDS

1.   Delaware  Service  Company,  Inc.  ("DSC") will determine and report to the
     Fund, at least annually,  the  compensation  for services to be provided to
     the Fund for DSC's forthcoming fiscal year or period.

2.   In  determining  such  compensation,  DSC will  fix and  report a fee to be
     charged per account for services provided. DSC will bill, and the Fund will
     pay, such compensation monthly.

3.   Except as otherwise  provided in paragraphs 4 and 5, the charge consists of
     an annual per  account  charge of $22.85 per annum for each open and closed
     account on DSC's records and each account held on a  sub-accounting  system
     maintained by firms that hold accounts on an omnibus basis.

     These  charges  will be  assessed  monthly  on a pro rata basis and will be
     determined using the number of accounts  maintained as of the last calendar
     day of each month.

     DSC is the  Fund's  operational  interface  with a variety  of third  party
     administrators, banks, trust companies and other organizations that provide
     retirement administration, trust or other collective services to the Fund's
     shareholders.  Subtransfer  agency fees (or similar  fees)  related to such
     relationships  on a retirement  processing  system will be passed on to the
     Fund at cost, without markup.

4.   DSC's  compensation  for  providing  services to the Series of Delaware VIP
     Trust  (the "VIP  Trust")  will be 0.01% of  average  daily net  assets per
     Series  annually.  DSC  will  bill,  and  the  VIP  Trust  will  pay,  such
     compensation  monthly.  In addition,  in the conduct of the business of DSC
     and the VIP Trust and in  performance  of this  Agreement,  each party will
     bear its allocable  portion of expenses  common to each.  In addition,  DSC
     shall be entitled to reimbursement of out-of-pocket expenses paid on behalf
     of VIP Trust.

5.   DSC's  compensation  for providing  services to the  Portfolios of Delaware
     Pooled Trust (the "DPT Trust") (other than The Real Estate Investment Trust
     Portfolio)  will be  0.01%  of  average  daily  net  assets  per  Portfolio
     annually.  DSC will  bill,  and the DPT Trust will pay,  such  compensation
     monthly.  In  addition,  in the conduct of the  business of DSC and the DPT
     Trust  and in  performance  of this  Agreement,  each  party  will bear its
     allocable  portion of expenses  common to each.  In addition,  DSC shall be
     entitled to reimbursement  of out-of-pocket  expenses paid on behalf of DPT
     Trust.  Notwithstanding  anything in this paragraph to the contrary,  DSC's
     compensation for The Real Estate  Investment Trust Portfolio will be as set
     forth in paragraph 3 above.

AGREED AND ACCEPTED:

DELAWARE SERVICE COMPANY, INC.            VOYAGEUR TAX-FREE FUNDS
                                          for its series set forth in Schedule A
                                          to this Agreement


By:      /s/ Douglas L. Anderson          By:      /s/ Patrick P. Coyne
Name:    Douglas L. Anderson              Name:    Patrick P. Coyne
Title:   Senior Vice President/           Title:   Chairman/President/Chief
         Operations                                Executive Officer

EX-99.H 4 ex99h3.htm Exhibit No. EX-99.h.3


                                                           Exhibit No. EX-99.h.3


                           Delaware Management Company
                               2005 Market Street
                             Philadelphia, PA 19103


December __, 2006


Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Delaware Investments Municipal Trust
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Tax-Free Funds
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 "Manager"),  agrees that in order to improve the
performance  of Delaware  Tax-Free  Arizona Fund,  Delaware  Tax-Free  Minnesota
Insured Fund,  Delaware Tax-Free Minnesota  Intermediate Fund, Delaware Tax-Free
Florida  Insured  Fund,  Delaware  Minnesota  High-Yield  Municipal  Bond  Fund,
Delaware National  High-Yield  Municipal Bond Fund, Delaware Tax-Free California
Fund,  Delaware Tax-Free Idaho Fund,  Delaware Tax-Free New York Fund,  Delaware
Tax-Free Colorado Fund and Delaware Tax-Free Minnesota Fund  (collectively,  the
"Funds"),  which are series of Voyageur Insured Funds, Voyageur Intermediate Tax
Free  Funds,  Delaware  Investments  Municipal  Trust,  Voyageur  Mutual  Funds,
Voyageur Mutual Funds II and Voyageur Tax-Free Funds, respectively,  the Manager
shall waive all or a portion of its  investment  advisory fees and/or  reimburse
expenses (excluding any 12b-1 plan expenses,  taxes,  interest,  inverse floater
program expenses,  brokerage fees,  short-sale  dividend and interest  expenses,
certain  insurance  costs and non-routine  expenses or costs,  including but not
limited  to,  those   relating  to   reorganizations,   litigation,   conducting
shareholder meetings and liquidations [collectively, "non-routine expenses"]) in
an  aggregate  amount equal to the amount by which the Funds'  respective  total
operating  expenses  (excluding  any  12b-1  plan  expenses,   taxes,  interest,
brokerage fees,  short-sale  dividend and interest  expenses,  certain insurance
costs and  non-routine  expenses)  exceed the  amounts  indicated  below for the
periods  described below. For purposes of this Agreement,  non-routine  expenses
may also include such  additional  costs and expenses as may be agreed upon from
time to time by the Funds' Boards and the Manager.


Fund                                    Expense Limitation    Effective Dates
- ----                                    ------------------    ---------------
Delaware Tax-Free Arizona Fund          0.50%                 12/31/06-12/31/07
Delaware Tax-Free Minnesota
  Insured Fund                          0.64%                 12/31/06-12/31/07
Delaware Tax-Free Minnesota
  Intermediate Fund                     0.60%                 12/31/06-12/31/07
Delaware Tax-Free Florida
  Insured Fund                          0.61%                 12/31/06-12/31/07
Delaware Minnesota High-Yield
  Municipal Bond Fund                   0.64%                 12/31/06-12/31/07
Delaware National High-Yield
  Municipal Bond Fund                   0.65%                 12/31/06-12/31/07
Delaware Tax-Free California
  Fund                                  0.63%                 12/31/06-12/31/07
Delaware Tax-Free Idaho Fund            0.60%                 12/31/06-12/31/07
Delaware Tax-Free New York
  Fund                                  0.60%                 12/31/06-12/31/07
Delaware Tax-Free Colorado Fund         0.68%                 12/31/06-12/31/07
Delaware Tax-Free Minnesota Fund        0.68%                 12/31/06-12/31/07

     The Manager  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: _________________________
    Name:
    Title:
    Date:


Your signature below acknowledges
acceptance of this Agreement:


Voyageur Insured Funds                     Voyageur Intermediate Tax-Free Funds

By: _________________________              By: _________________________
    Name:                                      Name:
    Title:                                     Title:
    Date:                                      Date:


Delaware Investments Municipal Trust       Voyageur Mutual Funds

By: _________________________              By: _________________________
    Name:                                      Name:
    Title:                                     Title:
    Date:                                      Date:


Voyageur Mutual Funds II                   Voyageur Tax-Free Funds

By: _________________________              By: _________________________
    Name:                                      Name:
    Title:                                     Title:
    Date:                                      Date:


EX-99.J 5 ex99j.htm VTF - Exhibit No. EX-99.j

                                                             Exhibit No. EX-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,  as amended,  and "Financial  Statements" in the
Statement of Additional  Information  and to the inclusion in this  Registration
Statement  (Form  N-1A)(Post-Effective  Amendment No. 42 to file No.  002-87910;
Amendment No. 43 to File No. 811-03910) of Voyageur Tax Free Funds (comprised of
Delaware  Tax-Free  Minnesota  Fund) of our report  dated  October  11, 2006 and
January 2, 2007.



/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
January 2, 2007

EX-99.Q 6 ex99q.htm Exhibit No. EX-99.q

                                                             Exhibit No. EX-99.q

[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor and Richard Salus,
and each of them singly, my true and lawful  attorneys-in-fact,  with full power
of  substitution,  and with full power to each of them, to sign for me and in my
name in the appropriate capacity,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  behalf  in
connection therewith as said attorneys-in-fact deem necessary or appropriate, to
comply with the  provisions  of the  Securities  Act of 1933,  as  amended,  the
Investment Company Act of 1940, as amended,  and all related requirements of the
Securities  and Exchange  Commission.  I hereby ratify and confirm all that said
attorneys-in-fact  or their  substitutes  may do or  cause to be done by  virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.


/s/ Thomas L. Bennett
Thomas L. Bennett



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                               POWER OF ATTORNEY


     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"), hereby  constitute and
appoint David F. Connor,  David P. O'Connor and Richard Salus,  and each of them
singly, my true and lawful  attorneys-in-fact,  with full power of substitution,
and  with  full  power  to each of  them,  to sign  for me and in my name in the
appropriate  capacity, all  Registration  Statements of the Trusts on Form N-1A,
Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent  Amendments,
Pre-Effective  Amendments,  or  Post-Effective  Amendments to said  Registration
Statements on Form N-1A or any successor thereto, any Registration Statements on
Form N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection therewith as
said  attorneys-in-fact  deem  necessary  or  appropriate,  to  comply  with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all related requirements of the Securities and Exchange
Commission. I hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.


/s/ Patrick P. Coyne
Patrick P. Coyne

- -------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor and Richard Salus,
and each of them singly, my true and lawful  attorneys-in-fact,  with full power
of  substitution,  and with full power to each of them, to sign for me and in my
name in the appropriate capacity,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  behalf  in
connection therewith as said attorneys-in-fact deem necessary or appropriate, to
comply with the  provisions  of the  Securities  Act of 1933,  as  amended,  the
Investment Company Act of 1940, as amended,  and all related requirements of the
Securities  and Exchange  Commission.  I hereby ratify and confirm all that said
attorneys-in-fact  or their  substitutes  may do or  cause to be done by  virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.


/s/ John A. Fry
John A. Fry



- ---------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor and Richard Salus,
and each of them singly, my true and lawful  attorneys-in-fact,  with full power
of  substitution,  and with full power to each of them, to sign for me and in my
name in the appropriate capacity,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  behalf  in
connection therewith as said attorneys-in-fact deem necessary or appropriate, to
comply with the  provisions  of the  Securities  Act of 1933,  as  amended,  the
Investment Company Act of 1940, as amended,  and all related requirements of the
Securities  and Exchange  Commission.  I hereby ratify and confirm all that said
attorneys-in-fact  or their  substitutes  may do or  cause to be done by  virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.


/s/ Anthony D. Knerr
Anthony D. Knerr



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned  member of Delaware  Investments  Family of Funds listed
below (the "Trusts"),  hereby constitute and appoint David F. Connor, Patrick P.
Coyne, David P. O'Connor and Richard Salus, and each of them singly, my true and
lawful attorneys-in-fact,  with full power of substitution,  and with full power
to each of them, to sign for me and in my name in the appropriate capacity,  all
Registration  Statements of the Trusts on Form N-1A,  Form N-8A or any successor
thereto,  any  and  all  subsequent  Amendments,  Pre-Effective  Amendments,  or
Post-Effective  Amendments to said  Registration  Statements on Form N-1A or any
successor thereto, any Registration Statements on Form N-14, and any supplements
or other  instruments  in  connection  therewith,  and  generally to do all such
things in my name and be half in connection therewith as said  attorneys-in-fact
deem necessary or  appropriate,  to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
related requirements of the Securities and Exchange Commission.  I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or cause
to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.


/s/ Lucinda S. Landreth
Lucinda S. Landreth



- -------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor and Richard Salus,
and each of them singly, my true and lawful  attorneys-in-fact,  with full power
of  substitution,  and with full power to each of them, to sign for me and in my
name in the appropriate capacity,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  behalf  in
connection therewith as said attorneys-in-fact deem necessary or appropriate, to
comply with the  provisions  of the  Securities  Act of 1933,  as  amended,  the
Investment Company Act of 1940, as amended,  and all related requirements of the
Securities  and Exchange  Commission.  I hereby ratify and confirm all that said
attorneys-in-fact  or their  substitutes  may do or  cause to be done by  virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.


/s/ Ann R. Leven
Ann R. Leven



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor and Richard Salus,
and each of them singly, my true and lawful  attorneys-in-fact,  with full power
of  substitution,  and with full power to each of them, to sign for me and in my
name in the appropriate capacity,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  behalf  in
connection therewith as said attorneys-in-fact deem necessary or appropriate, to
comply with the  provisions  of the  Securities  Act of 1933,  as  amended,  the
Investment Company Act of 1940, as amended,  and all related requirements of the
Securities  and Exchange  Commission.  I hereby ratify and confirm all that said
attorneys-in-fact  or their  substitutes  may do or  cause to be done by  virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.


/s/ Thomas F. Madison
Thomas F. Madison



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the Chief  Financial  Officer of  Delaware  Investments  Family of Funds
listed below (the  "Trusts"),  hereby  constitute  and appoint  David F. Connor,
Patrick P. Coyne and David P.  O'Connor,  and each of them  singly,  my true and
lawful attorneys-in-fact,  with full power of substitution,  and with full power
to each of them, to sign for me and in my name in the appropriate capacity,  all
Registration  Statements of the Trusts on Form N-1A,  Form N-8A or any successor
thereto,  any  and  all  subsequent  Amendments,  Pre-Effective  Amendments,  or
Post-Effective  Amendments to said  Registration  Statements on Form N-1A or any
successor thereto, any Registration Statements on Form N-14, and any supplements
or other  instruments  in  connection  therewith,  and  generally to do all such
things in my name and behalf in connection  therewith as said  attorneys-in-fact
deem necessary or  appropriate,  to comply with the provisions of the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all
related requirements of the Securities and Exchange Commission.  I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or cause
to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.


/s/ Richard Salus
Richard Salus



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor and Richard Salus,
and each of them singly, my true and lawful  attorneys-in-fact,  with full power
of  substitution,  and with full power to each of them, to sign for me and in my
name in the appropriate capacity,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  behalf  in
connection therewith as said attorneys-in-fact deem necessary or appropriate, to
comply with the  provisions  of the  Securities  Act of 1933,  as  amended,  the
Investment Company Act of 1940, as amended,  and all related requirements of the
Securities  and Exchange  Commission.  I hereby ratify and confirm all that said
attorneys-in-fact  or their  substitutes  may do or  cause to be done by  virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.



/s/ Jan L. Yeomans
Jan L. Yeomans



- --------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust





[DELAWARE INVESTMENTS LOGO]
                                POWER OF ATTORNEY



     I, the undersigned member of the Boards of  Trustees/Directors  of Delaware
Investments  Family of Funds listed below (the "Trusts"),  hereby constitute and
appoint David F. Connor,  Patrick P. Coyne, David P. O'Connor and Richard Salus,
and each of them singly, my true and lawful  attorneys-in-fact,  with full power
of  substitution,  and with full power to each of them, to sign for me and in my
name in the appropriate capacity,  all Registration  Statements of the Trusts on
Form  N-1A,  Form  N-8A  or  any  successor  thereto,  any  and  all  subsequent
Amendments,  Pre-Effective  Amendments,  or  Post-Effective  Amendments  to said
Registration  Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other  instruments in connection
therewith,  and  generally  to do all  such  things  in my name  and  behalf  in
connection therewith as said attorneys-in-fact deem necessary or appropriate, to
comply with the  provisions  of the  Securities  Act of 1933,  as  amended,  the
Investment Company Act of 1940, as amended,  and all related requirements of the
Securities  and Exchange  Commission.  I hereby ratify and confirm all that said
attorneys-in-fact  or their  substitutes  may do or  cause to be done by  virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of this
15th day of November, 2006.



/s/ J. Richard Zecher
J. Richard Zecher



- ---------------------------------------------------------------------------------------------------------------
                      Delaware Investments Family of Funds

Delaware Group Adviser Funds                     Voyageur Insured Funds
Delaware Group Cash Reserve                      Voyageur Intermediate Tax-Free Funds
Delaware Group Equity Funds I                    Voyageur Investment Trust
Delaware Group Equity Funds II                   Voyageur Mutual Funds
Delaware Group Equity Funds III                  Voyageur Mutual Funds II
Delaware Group Equity Funds IV                   Voyageur Mutual Funds III
Delaware Group Equity Funds V                    Voyageur Tax Free Funds
Delaware Group Foundation Funds                  Delaware Investments Dividend and Income Fund, Inc.
Delaware Group Global & International Funds      Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Group Government Fund                   Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Group Income Funds                      Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Group Limited-Term Government Funds     Delaware Investments Florida Insured Municipal Income Fund
Delaware Group State Tax-Free Income Trust       Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Group Tax-Free Fund                     Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Group Tax-Free Money Fund               Delaware Investments Minnesota Municipal Income Fund III, Inc.
Delaware Investments Municipal Trust
Delaware Pooled Trust
Delaware VIP Trust

-----END PRIVACY-ENHANCED MESSAGE-----