U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / / Pre-Effective Amendment No. ____ / / Post-Effective Amendment No. ____ (Check appropriate box or boxes) VOYAGEUR TAX FREE FUNDS ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) (800) 523-1918 ------------------------------------------------------------------------------- (Area Code and Telephone Number) 2005 Market Street, Philadelphia, PA 19103-7094 ------------------------------------------------------------------------------- Address of Principal Executive Offices: (Number, Street, City, State, Zip Code) David F. Connor, Esq., 2005 Market Street, Philadelphia, PA 19103-7094 ------------------------------------------------------------------------------- Name and Address of Agent for Service: (Number, Street, City, State, Zip Code) Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended. Title of the securities being registered: Class A, Class B and Class C Shares of beneficial interest, no par value, of Delaware Tax-Free Minnesota Fund, one series of Registrant. No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended. It is proposed that this filing will become effective on October 2, 2006, pursuant to Rule 488 under the Securities Act of 1933, as amended. --- C O N T E N T S --- This Registration Statement includes the following: 1. Facing Page 2. Contents Page 3. Part A - Proxy Statement/Prospectus 4. Part B - Statement of Additional Information 5. Part C - Other Information 6. Signatures 7. Exhibits Delaware Investments (R) A member of Lincoln Financial Group (R) PROXY MATERIALS Delaware Tax-Free Minnesota Insured Fund Dear Shareholder: I am writing to let you know that a meeting of shareholders of the Delaware Tax-Free Minnesota Insured Fund (the "Fund") will be held on November 30, 2006. The purpose of the meeting is to vote on an important proposal that affects the Fund and your investment in it. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your Fund. This package contains information about the proposal and the materials to use when voting by mail, by telephone or through the Internet. Please read the enclosed materials and cast your vote. Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be. The proposal has been carefully reviewed by the Fund's Board of Trustees. The Trustees, most of whom are not affiliated with Delaware Investments, are responsible for protecting your interests as a shareholder. The Trustees believe the proposal is in the best interests of shareholders. They recommend that you vote FOR the proposal. The enclosed Q&A is provided to assist you in understanding the proposal. The proposal is described in greater detail in the enclosed Proxy Statement/Prospectus. Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card enclosed in this package. Be sure to sign the card before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the web site indicated on your proxy card, and follow the recorded or online instructions. If you have any questions before you vote, please call Computershare Fund Services, Inc. ("Computershare"), the Fund's proxy solicitor, at 1-866-479-1426. Computershare will be glad to help you get your vote in quickly. You may also receive a telephone call from Computershare reminding you to vote your shares. Thank you for your participation in this important initiative. Sincerely, /s/ Patrick P. Coyne Patrick P. Coyne Chairman, President and Chief Executive Officer IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL Below is a brief overview of the proposal to be voted upon. Your vote is important. Please read the full text of the Proxy Statement/Prospectus, which you should retain for future reference. If you need another copy of the Proxy Statement/Prospectus, please call Delaware Investments at 1-800-523-1918. We appreciate you placing your trust in Delaware Investments and we look forward to helping you achieve your financial goals. What proposal am I being asked to vote on? You are being asked to vote to approve an Agreement and Plan of Reorganization between Delaware Tax-Free Minnesota Insured Fund (the "Minnesota Insured Fund") and Delaware Tax-Free Minnesota Fund (the "Minnesota Fund"). Proposal: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION What reorganization is the Board proposing? Shareholders of the Minnesota Insured Fund are being asked to consider and approve a reorganization ("Transaction") that will have the effect of reorganizing the Minnesota Insured Fund with and into the Minnesota Fund. How will the Transaction benefit shareholders? The Funds' Boards considered a number of factors before approving the Transaction. After considering these factors, the Boards concluded that shareholders will potentially benefit from the Transaction in the following ways: o Based upon current market conditions, including the limited demand for insured municipal securities in the current lower yield environment, the Transaction potentially would enhance asset growth for the benefit of shareholders of the Minnesota Insured Fund, as shareholders of the Minnesota Fund. o The investment strategies and policies of the Minnesota Insured Fund are substantially the same as, but not identical to, the investment strategies and policies of the Minnesota Fund. However, the investment objectives of both Funds are identical and both Funds are required to invest at least 80% of their net assets in Minnesota municipal securities and other obligations that offer similar tax benefits. o The Minnesota Fund offers a stronger track record as compared to the Minnesota Insured Fund over the past 1-, 3-, 5- and 10-year periods and has a higher 30-day yield as of June 30, 2006. (Of course, past performance is no guarantee of future results.) o Shareholders of the Minnesota Insured Fund, which is required to invest substantially in insured municipal securities, could benefit from being investors in the Minnesota Fund, which does not have a policy requiring it to invest substantially in insured municipal securities, because of the decreased price volatility associated with non-insured municipal securities in the current rising interest rate environment. How will the Transaction work? The Minnesota Fund will acquire substantially all of the assets of the Minnesota Insured Fund in exchange for shares of the Minnesota Fund. The Minnesota Insured Fund will then distribute the Minnesota Fund shares on a pro rata basis to its shareholders. At the time of the Transaction, any shares you own of the Minnesota Insured Fund will be cancelled and you will receive new shares in the same class of the Minnesota Fund that will have a value equal to the value of your shares in the Minnesota Insured Fund. More detailed information about the transfer of assets by the Minnesota Insured Fund and the issuance of shares by the Minnesota Fund can be found in the Proxy Statement/Prospectus. What is the anticipated timetable for the Transaction? The shareholder meeting is scheduled for November 30, 2006. It is currently anticipated that the Transaction, if approved by shareholders, will take place before the end of the year. Whether or not you plan to attend the Meeting, please vote your shares by mail, by telephone or through the Internet. If you determine at a later date that you wish to attend this Meeting, you may revoke your proxy and vote in person, as provided in the attached Proxy Statement/Prospectus. COMMON QUESTIONS AND GENERAL INFORMATION Has the Board of Trustees approved the proposal? Yes. The Minnesota Insured Fund's Board of Trustees has unanimously approved the proposal and recommends that you vote to approve it. How many votes am I entitled to cast? As a shareholder, you are entitled to one vote for each full share and a fractional vote for each fractional share of the Minnesota Insured Fund that you own on the record date. The record date is September 25, 2006. How do I vote my shares? You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may also vote through the Internet by visiting www.delawareinvestments.com and following the on-line instructions. If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call Computershare Fund Services, Inc., the Minnesota Insured Fund's proxy solicitor, at 1-866-479-1426. How do I sign the proxy card? Individual Accounts: Shareholders should sign exactly as their names appear on the account registration shown on the card. Joint Accounts: Either owner may sign, but the name of the person signing should conform exactly to a name shown in the registration. All Other Accounts: The person signing must indicate his or her capacity. For example, if Ms. Ann B. Collins serves as a trustee for a trust account or other type of entity, she should sign, "Ann B. Collins, Trustee." How can I find more information on the Proposal? You should read the Proxy Statement/Prospectus that provides details regarding the proposal. If you have any questions, please call Computershare Fund Services, Inc., the Minnesota Insured Fund's proxy solicitor at 1-866-479-1426. DELAWARE TAX-FREE MINNESOTA INSURED FUND (a series of Voyageur Insured Funds) 2005 Market Street Philadelphia, Pennsylvania 19103 NOTICE OF MEETING OF SHAREHOLDERS To be held on November 30, 2006 To the Shareholders: NOTICE IS HEREBY GIVEN that a Meeting (the "Meeting") of Shareholders of Delaware Tax-Free Minnesota Insured Fund (the "Minnesota Insured Fund" or "Acquired Fund"), a series of Voyageur Insured Funds, has been called by the Board of Trustees of Voyageur Insured Funds and will be held at the offices of Delaware Investments located at 2001 Market Street, 2nd Floor Auditorium, Philadelphia, PA 19103, on November 30, 2006 at 3:00 p.m., Eastern Time. The Meeting is being called for the following reasons: 1. To approve an Agreement and Plan of Reorganization between Voyageur Insured Funds, on behalf of the Minnesota Insured Fund, and Voyageur Tax Free Funds, on behalf of the Delaware Tax-Free Minnesota Fund (the "Minnesota Fund" or "Acquiring Fund"), which provides for: (i) the acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Fund, in exchange for shares of the Acquiring Fund; (ii) the pro rata distribution of shares of the Acquiring Fund to the shareholders of the Acquired Fund; and (iii) the liquidation and dissolution of the Acquired Fund. 2. To vote upon any other business as may properly come before the Meeting or any adjournment thereof. Shareholders of record of the Acquired Fund as of the close of business on September 25, 2006 are entitled to notice of, and to vote at, the Meeting or any adjournment thereof. Whether or not you plan to attend the Meeting, please vote your shares by returning the proxy card by mail in the enclosed postage-paid envelope provided, or by voting by telephone or over the Internet. Your vote is important. By Order of the Board of Trustees, /s/ David F. Connor David F. Connor Secretary [October 2,] 2006 - -------------------------------------------------------------------------------- To secure the largest possible representation and to save the expense of further mailings, please mark your proxy card, sign it, and return it in the enclosed envelope, which requires no postage if mailed in the United States. If you prefer, you may instead vote by telephone or the Internet. You may revoke your Proxy at any time at or before the Meeting or vote in person if you attend the Meeting, as provided in the attached Proxy Statement/Prospectus. - -------------------------------------------------------------------------------- PROXY STATEMENT/PROSPECTUS TABLE OF CONTENTS Page What Are Shareholders Being Asked to Vote On?.................................2 Proposal: To Approve an Agreement and Plan of Reorganization ................2 Summary.......................................................................2 What is the purpose of the Proposal?.......................................2 How do the investment objectives, strategies and policies of the Acquired Fund and the Acquiring Fund compare?..............................3 What are the principal risks associated with investments in the Funds?.....4 What are the general tax consequences of the Transaction?..................4 Who manages the Funds?.....................................................5 What are the fees and expenses of each Fund and what might they be after the Transaction?..................................................5 How do the performance records of the Funds compare?.......................9 Where can I find more financial information about the Funds?...............9 What are the other key features of the Funds?..............................9 Reasons for the Transaction..................................................11 Information About the Transaction and the Plan...............................14 How will the Transaction be carried out? .................................14 Who will pay the expenses of the Transaction? ............................14 What are the tax consequences of the Transaction? ........................15 What should I know about shares of the Acquiring Fund? ...................15 What are the capitalizations of the Funds and what might the capitalizations be after the Transaction? ................................16 Comparison of Investment Objectives, Strategies, Policies and Risks..........17 Are there any significant differences between the investment objectives of the Acquired Fund and the Acquiring Fund? ..................17 Are there any significant differences between the investment strategies and policies of the Acquired Fund and the Acquiring Fund? .....17 How do the fundamental investment restrictions of the Funds differ? ............................................................20 What are the risk factors associated with investments in the Funds? ...............................................................20 What vote is necessary to approve the Plan? ..............................22 More Information About the Funds.............................................23 Voting Information...........................................................24 Principal Holders of Shares..................................................26 i EXHIBITS Exhibit A - Form of Agreement and Plan of Reorganization Exhibit B - Principal Holders of Shares as of September 25, 2006 ii PROXY STATEMENT/PROSPECTUS Dated [October 2,] 2006 Acquisition of Substantially All of the Assets of: DELAWARE TAX-FREE MINNESOTA INSURED FUND (a series of Voyageur Insured Funds) By and in exchange for shares of DELAWARE TAX-FREE MINNESOTA FUND (a series of Voyageur Tax Free Funds) This Proxy Statement/Prospectus solicits proxies to be voted at a meeting (the "Meeting") of shareholders of Delaware Tax-Free Minnesota Insured Fund (the "Minnesota Insured Fund" or "Acquired Fund"), a series of Voyageur Insured Funds. The Meeting has been called by the Board of Trustees of Voyageur Insured Funds (the "Board") to vote on the approval of the Plan (as more fully described below). The principal offices of Voyageur Insured Funds and Voyageur Tax Free Funds (each a "Trust" and collectively, the "Trusts") are located at 2005 Market Street, Philadelphia, PA 19103. You can reach the offices of the Trusts by telephone by calling 1-800-523-1918. The Meeting will be held at the offices of Delaware Investments located at 2001 Market Street, 2nd Floor Auditorium, Philadelphia, PA 19103, on November 30, 2006 at 3:00 p.m., Eastern Time. The Board, on behalf of the Minnesota Insured Fund, is soliciting these proxies. This Proxy Statement/Prospectus will first be sent to shareholders on or about [October 12, 2006]. This Proxy Statement/Prospectus gives you the information about an investment in the Delaware Tax-Free Minnesota Fund (the "Minnesota Fund" or "Acquiring Fund") and about other matters that you should know before voting and investing. You should retain it for future reference. A Statement of Additional Information dated [October 2,] 2006 (the "Statement of Additional Information"), relating to this Proxy Statement/Prospectus contains more information about the Acquiring Fund, the Acquired Fund (each, a "Fund" and, collectively, the "Funds") and the proposed transaction, and has been filed with the U.S. Securities and Exchange Commission (the "SEC") and is incorporated herein by reference. The Prospectus of the Acquiring Fund dated December 29, 2005, as amended to date (the "Fund Prospectus"), is included with and is considered a part of this Proxy Statement/Prospectus, and is intended to provide you with information about the Acquiring Fund. You can request a free copy of the Statement of Additional Information, the Fund Prospectus, the Annual Report to Shareholders of the Minnesota Fund for the fiscal year ended August 31, 2005 and for the fiscal year ended August 31, 2006 (when available) or the Semi- Annual Report to Shareholders of the Minnesota Fund for the period ended February 28, 2006 by calling 1-800-523-1918, or by writing to the Trusts at Attention: Account Services, 2005 Market Street, Philadelphia, PA 19103. Like all mutual funds, the SEC has not approved or disapproved these securities or passed upon the adequacy of this Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense. Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other U.S. government agency. Mutual fund shares involve investment risks, including the possible loss of principal. WHAT ARE SHAREHOLDERS BEING ASKED TO VOTE ON? PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION Shareholders of the Acquired Fund are being asked to consider and approve an Agreement and Plan of Reorganization (the "Plan") that will have the effect of reorganizing the Acquired Fund with and into the Acquiring Fund as summarized below. The Plan provides for: (i) the acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Fund in exchange for shares of the Acquiring Fund; (ii) the pro rata distribution of shares of the Acquiring Fund to the shareholders of the Acquired Fund; and (iii) the liquidation and dissolution of the Acquired Fund. If the shareholders of the Acquired Fund vote to approve the Plan, as a shareholder of the Acquired Fund you will receive Acquiring Fund shares equal in total value to, and of the same class as, your investment in the Acquired Fund. The Acquired Fund will then be liquidated. SUMMARY This is only a summary of certain information contained in the Proposal. You should read the more complete information in the rest of this Proxy Statement/Prospectus, including the Plan (attached as Exhibit A) and the Fund Prospectus included with this Proxy Statement/Prospectus. What is the purpose of the Proposal? The Board approved the Plan for the Acquired Fund and recommends that shareholders of the Acquired Fund approve the Plan. If shareholders of the Acquired Fund approve the Plan, substantially all of the Acquired Fund's assets will be transferred to the Acquiring Fund in exchange for the Acquiring Fund's shares equal in value to the assets of the Acquired Fund that are transferred to the Acquiring Fund. The Acquiring Fund shares will then be distributed pro rata to the Acquired Fund's shareholders and the Acquired Fund will be liquidated and dissolved. The proposed transaction for the Acquired Fund is referred to in this Proxy Statement/Prospectus as the "Transaction." 2 The Transaction, if approved for the Acquired Fund, will result in your shares of the Acquired Fund being exchanged for Acquiring Fund shares of the same class equal in value (but having a different price per share) to your shares of the Acquired Fund. This means that you will cease to be a shareholder of the Acquired Fund and will become a shareholder of the Acquiring Fund. This exchange will occur on a date agreed to by the parties to the Plan (hereafter, the "Closing Date"), which is currently expected to be in the last quarter of 2006. For the reasons set forth below under "Reasons for the Transaction," the Boards of the Trusts have concluded that the Transaction is in the best interests of the Acquired Fund and the Acquiring Fund. The Boards have also concluded that no dilution in value would result to the shareholders of the Acquired Fund and the Acquiring Fund as a result of the Transaction. How do the investment objectives, strategies and policies of the Acquired Fund and the Acquiring Fund compare? Like the Acquired Fund, the Acquiring Fund is a mutual fund within the Delaware Investments(R)Family of Funds (the "Delaware Companies") that is managed by Delaware Management Company ("DMC"), a series of Delaware Management Business Trust. The investment objective of the Acquired Fund is identical to the investment objective of the Acquiring Fund. Both the Acquired Fund and the Acquiring Fund seek as high a level of current income exempt from federal income tax and from the Minnesota state personal income tax as is consistent with preservation of capital. Each Fund's investment objective is fundamental and may not be changed by the Board without prior shareholder approval. In addition, the investment strategies and policies of the Acquired Fund are substantially similar, but not identical, to the investment strategies and policies of the Acquiring Fund. Both Funds have adopted a fundamental investment policy to seek to achieve their investment objectives by investing at least 80% of their net assets in municipal securities that are exempt from federal income taxes, including the federal alternative minimum tax, and the Minnesota state personal income tax. As described below, a Fund may not change its fundamental investment policies and restrictions without prior shareholder approval. The most significant difference between the Acquired Fund and the Acquiring Fund is that the Acquiring Fund does not have a mandate regarding "insured municipal securities." Insured municipal securities are debt securities issued by or on behalf of a state or territory, its agencies, instrumentalities, municipalities or other political sub-divisions, for which such issuers have obtained insurance for the payment of interest and principal (when due) to the bondholders. This insurance is designed to protect against certain risks (as described below) - the insurance, however, does not guarantee the market value of the insured municipal securities held in a Fund's portfolio and it does not guarantee the value of an investment in a Fund. The Acquired Fund has adopted a non-fundamental investment policy, which may be changed with prior notice to shareholders (no shareholder approval is required), to invest at least 80% of its net assets in insured municipal securities. The Acquiring Fund has not adopted such an investment policy. The Acquiring Fund may invest without limitation in insured municipal securities; however, as of June 30, 2006, only 28% of the Acquiring Fund's assets were invested 3 in insured municipal securities, which has generally been typical with respect to the Acquiring Fund in the past. For further information about the investment objectives and policies of the Funds, see "Comparison of Investment Objectives, Policies and Risks" below. What are the principal risks associated with investments in the Funds? As with most investments, investments in the Funds involve certain risks. There can be no guarantee against losses resulting from an investment in either Fund, nor can there be any assurance that either Fund will achieve its investment objective. Investments in the Funds involve risks associated with changes in interest rates, market conditions, industry conditions and the financial strength of issuers of the portfolio securities held by a Fund. The risks associated with an investment in the Acquired Fund are substantially identical to the risks associated with an investment in the Acquiring Fund. However, to the extent that the Acquired Fund invests more of its assets in insured municipal securities as compared to the Acquiring Fund, the Acquired Fund may be subject to less credit risk because the payment of interest and principal with respect to such insured municipal securities is insured by an insurance company. There is no assurance, however, that an insurance company will meet its obligations with respect to the insured municipal securities. Also, both Funds are considered to be "non-diversified," meaning that they may invest more of their assets in a fewer number of issuers than diversified funds. Accordingly, to the extent that a Fund invests its assets in fewer issuers as compared to a diversified fund, the Fund may be more susceptible than a fully diversified fund to adverse economic, political, business, or regulatory developments affecting a single issuer, industry, or economic sector. This, in turn, can affect the Fund's net asset value. For further information about the risks of investing in the Funds, see "Comparison of Investment Objectives, Policies and Risks" below. What are the general tax consequences of the Transaction? It is expected that shareholders of the Acquired Fund will not recognize any gain or loss for federal income tax purposes as a result of the exchange of their shares for shares of the Acquiring Fund pursuant to the Transaction. You should, however, consult your tax adviser regarding the effect, if any, of the Transaction in light of your individual circumstances. You should also consult your tax adviser about other state and local tax consequences of the Transaction, if any, because the information about tax consequences in this document relates to the federal income tax consequences of the Transaction only. For further information about the federal income tax consequences of the Transaction, see "Information About the Transaction - What are the tax consequences of the Transaction?" 4 Who manages the Funds? The management of the business and affairs of each Fund is the responsibility of the Board of the applicable Trust. The Boards and senior management select officers who are responsible for the day-to-day operations of the Funds. DMC manages the assets of each of the Funds and makes each Fund's investment decisions. DMC is a series of Delaware Management Business Trust, which is an indirect subsidiary of Delaware Management Holdings, Inc., and is located at 2005 Market Street, Philadelphia, Pennsylvania 19103. DMC and its predecessors have been managing the assets of the Delaware Companies since 1938. As of June 30, 2006, DMC and its affiliates within Delaware Investments were managing in the aggregate more than $145 billion in assets in various institutional or separately managed, investment company and insurance accounts. In addition, the portfolio managers for the Acquired Fund and the Acquiring Fund are the same. There will be no management changes involved with the proposed Transaction. As a result, the following individuals will continue to manage the Acquiring Fund after completion of the Transaction: Joseph R. Baxter and Robert F. Collins have primary responsibility for making the day-to-day investment decisions for the Acquired Fund and the Acquiring Fund. Mr. Baxter assumed responsibility for both Funds on May 22, 2003 and Mr. Collins assumed responsibility for both Funds on June 25, 2004. Joseph R. Baxter, Senior Vice President, Head of Municipal Bond Department and Senior Portfolio Manager, joined Delaware Investments in 1999. He heads the firm's municipal bond department and is responsible for setting the department's investment strategy. He is also a co-portfolio manager of the firm's municipal bond fund clients and several other client accounts. Before joining Delaware Investments, he held investment positions with First Union, most recently as a municipal portfolio manager with the Evergreen Funds. Robert F. Collins, Senior Vice President/Senior Portfolio Manager, joined Delaware Investments in 2004 and is a co-portfolio manager of several of the firm's municipal bond fund clients and other client accounts. Prior to joining Delaware Investments, he spent five years as a co-manager of the municipal portfolio management group within PNC Advisors, where he oversaw the tax-exempt investments of high net worth and institutional accounts. Before that, he headed the municipal fixed income team at Wilmington Trust, where he managed funds and high net worth accounts. Mr. Collins earned a bachelor's degree in economics from Ursinus College, and he is also a former president of the Financial Analysts of Wilmington, Delaware. What are the fees and expenses of each Fund and what might they be after the Transaction? The following tables describe the fees and expenses that you may pay if you buy and hold shares of the Funds. The sales charge structure for each Fund is identical and the operating 5 expenses shown are based on expenses incurred during each Fund's fiscal year ended August 31, 2005. FEE TABLES FOR THE MINNESOTA INSURED FUND AND THE MINNESOTA FUND A. Class A Shares Actual Pro forma --------------------------------- Minnesota Minnesota Minnesota Fund - Insured Fund - Fund - Class A After Class A Class A Transaction Shareholder Fees (paid directly from your investment) Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price).............................. 4.50% 4.50% 4.50% Maximum Contingent Deferred Sales Charge (Load) imposed on redemptions (as a percentage of original purchase price or redemption price, whichever is lower).......... None(1) None(1) None(1) Annual Fund Operating Expenses (deducted from Fund assets) Management Fees.............................. 0.50% 0.55% 0.54% Distribution and Service (12b-1) Fees........ 0.25% 0.25% 0.25% Other Expenses............................... 0.15% 0.14% 0.14%(5) -------- -------- -------- Total Annual Fund Operating Expenses......... 0.90% 0.94% 0.93% Fee Waiver/Expense Reimbursement............. (0.01%)(2) (0.01%)(2) (0.03%)(6) -------- -------- -------- Net Expenses................................. 0.89% 0.93% 0.90% ======== ======== ======== B. Class B Shares Actual Pro forma --------------------------------- Minnesota Minnesota Minnesota Fund - Insured Fund - Fund - Class B After Class B Class B Transaction Shareholder Fees (paid directly from your investment) Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price).............................. None None None Maximum Contingent Deferred Sales Charge (Load) imposed on redemptions (as a percentage of original purchase price or redemption price, whichever is lower).......... 4.00%(3) 4.00%(3) 4.00%(3) Annual Fund Operating Expenses (deducted from Fund assets) Management Fees.............................. 0.50% 0.55% 0.54% Distribution and Service (12b-1) Fees........ 1.00% 1.00% 1.00% Other Expenses............................... 0.15% 0.14% 0.14%(5) -------- -------- -------- Total Annual Fund Operating Expenses......... 1.65% 1.69% 1.68% Fee Waiver/Expense Reimbursement............. (0.01%)(2) (0.01%)(2) (0.03%)(6) -------- -------- -------- Net Expenses................................. 1.64% 1.68% 1.65% ======== ======== ======== 6 C. Class C Shares Actual Pro forma --------------------------------- Minnesota Minnesota Minnesota Fund - Insured Fund - Fund - Class C After Class C Class C Transaction Shareholder Fees (paid directly from your investment) Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price).............................. None None None Maximum Contingent Deferred Sales Charge (Load) imposed on redemptions (as a percentage of original purchase price or redemption price, whichever is lower).......... 1.00%(4) 1.00%(4) 1.00%(4) Annual Fund Operating Expenses (deducted from Fund assets) Management Fees.............................. 0.50% 0.55% 0.54% Distribution and Service (12b-1) Fees........ 1.00% 1.00% 1.00% Other Expenses............................... 0.15% 0.14% 0.14%(5) -------- -------- -------- Total Annual Fund Operating Expenses......... 1.65% 1.69% 1.68% Fee Waiver/Expense Reimbursement............. (0.01%)(2) (0.01%)(2) (0.03%)(6) -------- -------- -------- Net Expenses................................. 1.64% 1.68% 1.65% ======== ======== ======== (1) A purchase of Class A shares of $1 million or more may be made at net asset value. However, if you buy the shares through a financial advisor who is paid a commission, a contingent deferred sales charge will apply to redemptions made within two years of purchase. Additional Class A purchase options that involve a contingent deferred sales charge may be permitted from time to time and will be disclosed in the applicable Fund's Prospectus if they are available. (2) DMC has contracted to waive its fee and/or pay expenses of each Fund through December 31, 2006, in order to prevent total operating expenses (excluding any 12b-1 fees, taxes, interest, brokerage fees, extraordinary expenses and certain insurance costs) from exceeding 0.68% of average daily net assets of the Minnesota Fund and 0.64% of average daily net assets of the Minnesota Insured Fund. (3) If you redeem Class B shares during the first year after you buy them, you will pay a contingent deferred sales charge of 4.00%, which declines to 3.00% during the second year, 2.25% during the third year, 1.50% during the fourth and fifth years, 1.00% during the sixth year and 0% thereafter. (4) Class C shares redeemed within one year of purchase are subject to a 1.00% contingent deferred sales charge. (5) Included in "Other Expenses" are the one-time estimated costs of the Transaction, which are anticipated to total approximately $109,189, of which $36,396 is applicable to the Minnesota Fund. The costs of the Transaction are not subject to the fee waiver currently in place. If the one-time costs of the Transaction were not included, "Total Annual Fund Operating Expenses" and "Net Expenses" would be 0.92% and 0.89%, 1.67% and 1.64% and 1.67% and 1.64%, for Class A, Class B and Class C shares, respectively. (6) DMC has contractually agreed to waive its fee and/or pay expenses of the Minnesota Fund for at least one year after the Closing Date of the Transaction, in order to prevent total operating expenses (excluding any 12b-1 fees, taxes, interest, brokerage fees, extraordinary expenses and certain insurance costs) from exceeding 0.64% of average daily net assets of the Minnesota Fund. 7 Examples These examples are intended to help you compare the costs of investing in Minnesota Insured Fund shares with the cost of investing in Minnesota Fund shares of the comparable class, both before and after the Transaction. You can also use these examples to compare the costs of these Funds with the costs of other mutual funds. We show the cumulative amount of Fund expenses on a hypothetical investment of $10,000 in the Minnesota Insured Fund and the Minnesota Fund for the time periods indicated and then sell all of your shares at the end of those periods. The examples assume a 5% return each year.(1) These are examples only and do not represent future expenses, which may be greater or less than those shown below. Although your actual costs may be higher or lower, based on these assumptions your costs would be: Class A Shares 1 Year 3 Years 5 Years 10 Years Minnesota Insured Fund $537 $723 $925 $1,507 Minnesota Fund $541 $735 $946 $1,552 Pro forma Minnesota Fund (after the Transaction) $538 $730 $939 $1,539 Class B Shares(2) 1 Year 3 Years 5 Years 10 Years Minnesota Insured Fund $567 $744 $1,046 $1,754 Minnesota Fund $571 $757 $1,067 $1,798 Pro forma Minnesota Fund (after the Transaction) $568 $752 $1,060 $1,785 Class C Shares 1 Year 3 Years 5 Years 10 Years Minnesota Insured Fund $267 $519 $896 $1,954 Minnesota Fund $271 $532 $917 $1,997 Pro forma Minnesota Fund (after the Transaction) $268 $527 $910 $1,984 You would pay the following expenses on the same investment if you did not sell your shares: Class B Shares(2) 1 Year 3 Years 5 Years 10 Years Minnesota Insured Fund $167 $519 $896 $1,754 Minnesota Fund $171 $532 $917 $1,798 Pro forma Minnesota Fund (after the Transaction) $168 $527 $910 $1,785 Class C Shares 1 Year 3 Years 5 Years 10 Years Minnesota Insured Fund $167 $519 $896 $1,954 Minnesota Fund $171 $532 $917 $1,997 Pro forma Minnesota Fund (after the Transaction) $168 $527 $910 $1,984 (1) Each Fund's actual rate of return may be greater or less than the hypothetical 5% return we used here. This example reflects the net operating expenses with expense waivers for the one-year contractual period and the total operating expenses without expense waivers for years two through ten. (2) The Class B example reflects the conversion of Class B shares to Class A shares after eight years. Information for the ninth and tenth years reflects expenses of the Class A shares. These are just examples. They do not represent past or future expenses or returns. Each of the Funds pays its own operating expenses. The effects of these expenses are reflected in the net asset value and are not directly charged to your account. The expenses of each of the Funds are comprised of expenses attributable to each Fund, respectively, as well as expenses not attributable to any particular series of that Trust that are allocated among the various series of the Trust. 8 How do the performance records of the Funds compare? As described under the section "Reasons for the Transaction," the Board of each Trust considered a number of factors when reviewing the Plan and considering the proposed Transaction. The performance history of the Funds, as of June 30, 2006, was among the factors that the Boards considered. The performance history of the Funds (without sales charges) as of that date is shown below: Average Annual Total Returns as of June 30, 2006 Fund and Class 1 Year 3 Years 5 Years 10 Years 0.26% 2.94% 4.60% 5.12% Minnesota Insured Fund--Class A Minnesota Fund--Class A 0.74% 3.72% 5.28% 5.44% Minnesota Insured Fund--Class B (0.49%) 2.18% 3.82% 4.49% Minnesota Fund--Class B (0.01%) 2.94% 4.49% 4.83% Minnesota Insured Fund--Class C (0.58%) 2.17% 3.83% 4.34% Minnesota Fund--Class C 0.07% 3.00% 4.51% 4.68% Where can I find more financial information about the Funds? The Acquiring Fund's Annual Report, which is included with the Statement of Additional Information, and the Acquired Fund's Annual Report contain a discussion of the Funds' performance during the past fiscal year and show per share information for each of the past five fiscal years. These documents, and the Funds' Semi-Annual Reports, are available upon request. (See "More Information About the Funds.") The Fund Prospectus also contains further financial information about the Acquiring Fund. What are other key features of the Funds? Investment Management Fees. DMC is the investment manager of each Fund. DMC has entered into separate investment management agreements relating to each Fund that provide for reductions in fee rates for a Fund as the assets of the Fund increase. The investment management fees for the Funds are: - ------------------------------- ------------------------------------------------ Fund Investment Management Fee - ------------------------------- ------------------------------------------------ Acquired Fund 0.50% on first $500 million 0.475% on next $500 million 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion - ------------------------------- ------------------------------------------------ Acquiring Fund 0.55% on first $500 million 0.50% on next $500 million 0.45% on next $1.5 billion 0.425% on assets in excess of $2.5 billion - ------------------------------- ------------------------------------------------ 9 DMC has contracted to waive that portion, if any, of the annual management fees payable by each Fund and to pay certain expenses of each Fund for the period through December 31, 2006 to the extent necessary to limit the total operating expenses of each Fund to the levels described in the Fee Tables beginning on page __. Moreover, once the Transaction is complete, DMC has contractually agreed to waive its fee and/or pay expenses of the Acquiring Fund for at least one year after the Closing Date, in order to prevent total operating expenses (excluding any 12b-1 fees, taxes, interest, brokerage fees, extraordinary expenses and certain insurance costs) from exceeding 0.64% of average daily net assets of the Acquiring Fund. DMC's fee waiver after the Closing Date also is reflected in the pro forma Fee Tables beginning on page __. Distribution Services. Pursuant to underwriting agreements relating to each Fund, Delaware Distributors, L.P. ("DDLP"), 2005 Market Street, Philadelphia, Pennsylvania 19103, serves as the national distributor for the shares of the Funds. DDLP pays the expenses of the promotion and distribution of the Funds' shares, except for payments by the Funds on behalf of Class A shares, Class B shares and Class C shares under their respective 12b-1 Plans. DDLP is an indirect subsidiary of Delaware Management Holdings, Inc. and an affiliate of DMC. Pursuant to a contractual arrangement with DDLP, Lincoln Financial Distributors, Inc. ("LFD"), 2001 Market Street, Philadelphia, Pennsylvania 19103-7055, is primarily responsible for promoting the sale of Fund shares through broker/dealers, financial advisors and other financial intermediaries. LFD is also an affiliate of DDLP and DMC. Rule 12b-1 Plans. Each Fund has adopted a separate distribution plan or "Rule 12b-1 Plan" for each of its Class A shares, Class B shares and Class C shares (collectively, the "Rule 12b-1 Plans" and, each individually, a "Rule 12b-1 Plan"). Each Rule 12b-1 Plan permits the relevant Fund to pay out of the assets of the Class A shares, Class B shares and Class C shares, as applicable, monthly fees to DDLP for its services and expenses in distributing and promoting shares of such classes. These expenses may include, among others, preparing and distributing advertisements, sales literature and prospectuses and reports used for sales purposes, compensating sales and marketing personnel, and paying distribution and maintenance fees to securities brokers and dealers who enter into dealer agreements with DDLP. The Rule 12b-1 Plan expenses relating to Class B shares and Class C shares are also used to pay DDLP for advancing the commission costs to dealers with respect to the initial sale of such Class B and Class C shares. In addition, each Fund's Rule 12b-1 Plan permits the relevant Fund to make payments out of the assets of the Class A shares, Class B shares and Class C shares to other unaffiliated parties, such as banks, who either aid in the distribution of shares of, or provide services to, such Classes. The maximum aggregate annual fee payable by each Fund under its Rule 12b-1 Plans and each Fund's Distribution Agreement is, on an annual basis: up to 0.25% of the average daily net assets of Class A shares; and up to 1.00% (0.25% of which are service fees to be paid to DDLP, dealers and others for providing personal service and/or maintaining shareholder accounts) of Class B shares' and Class C shares' average daily net assets. The Boards for the Trusts may reduce these amounts at any time. DDLP may contractually waive these amounts or a portion of the amount at any time. All of the distribution expenses incurred by DDLP and others, such as 10 broker/dealers, in excess of the amount paid on behalf of Class A shares, Class B shares and Class C shares are borne by such persons without any reimbursement on behalf of such Classes. Purchase, Exchange and Redemption Procedures. Procedures for the purchase, exchange and redemption of each Fund's shares are identical. You may refer to the Fund Prospectus under the section entitled "About Your Account" for the purchase, exchange, and redemption procedures applicable to the purchases, exchanges and redemptions of the Acquiring Fund's shares. Dividends, Distributions and Taxes. For each Fund, dividends are declared daily and paid monthly, while capital gains, if any, are distributed annually. For more information about dividends, distributions and the tax implications of investing in the Acquiring Fund, please see the Fund Prospectus under the section entitled "About Your Account--Dividends, distributions and taxes." REASONS FOR THE TRANSACTION Based on the considerations described below, the Boards, including the trustees who are deemed to be independent trustees (each, an "Independent Trustee" and, collectively, the "Independent Trustees") under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of the Acquired Fund and the Acquiring Fund, have determined that the Transaction would be in the best interest of the Acquired Fund and the Acquiring Fund and that the interests of the Acquired Fund's and the Acquiring Fund's existing shareholders would not be diluted as a result of the Transaction. At a meeting of the Boards for the Trusts held on August 16-17, 2006, DMC presented the Plan to the Trustees and provided the Trustees with data and analysis regarding the proposed Transaction. At the meeting, the Boards considered a number of factors, including the following: o The compatibility of the Acquired Fund's investment objective, policies and restrictions with the investment objective, policies and restrictions of the Acquiring Fund; o The relative investment performance and yields of the Acquired Fund and the Acquiring Fund; o The relative size of the Acquired Fund as compared to the Acquiring Fund both before and after the Transaction; o The relative expense ratios of the Funds and the anticipated impact of the proposed Transaction on the expense ratios of the Acquiring Fund both before and after expense caps and fee waivers; o The proposal of DMC to cap the Acquiring Fund's total expenses once the Transaction is completed for a one-year period so that the Acquiring Fund's total 11 expenses, as a percentage of average net assets, are the same as the Acquired Fund's total expenses, as a percentage of average net assets, before the Transaction; o The anticipated federal income tax consequences of the Transaction with respect to each Fund and its shareholders; o The estimated costs of the Transaction and the extent to which the Funds would bear a portion of such costs; and o The potential benefits of the proposed Transaction for the shareholders of the Acquired Fund and the Acquiring Fund. The Boards noted that the investment objective for the Acquired Fund is identical to the investment objective of the Acquiring Fund and that both Funds are required to invest 80% of their net assets in Minnesota municipal securities and other obligations that offer similar tax benefits. The Boards also noted that the portfolio of the Acquired Fund has historically been managed in substantially the same manner as the portfolio of the Acquiring Fund. The Boards considered the differences with respect to the Funds' investments in insured municipal securities and the relative differences in the credit quality of the portfolios' investments. The materials provided to the Boards also explained that the investment strategies and policies of the Acquired Fund are substantially similar to the investment strategies and policies of the Acquiring Fund, except that the Acquiring Fund is not required to invest 80% of its net assets in "insured securities," and the Acquiring Fund may invest up to 20% of its total assets in non-investment grade securities whereas the Acquired Fund may invest up to 20% of its total assets in non-insured municipal securities that are investment grade. DMC informed the Boards that, in its view, shareholders of the Acquired Fund, which is required to invest substantially in insured municipal securities, could benefit from investing in the Acquiring Fund, which does not have a policy requiring it to invest in insured municipal securities, due to the decreased price volatility associated with non-insured municipal securities in the current rising interest rate environment. Additionally, DMC informed the Boards that the demand for insured municipal bond funds is limited, especially in the current lower yield environment. With respect to performance, the materials provided to the Boards showed that the Acquiring Fund's Class A shares had a stronger performance record for the trailing 1-year, 3-year, 5-year and 10-year periods (through June 30, 2006). In addition, over the trailing 1-year, 3-year, 5-year and 10-year periods, the Acquiring Fund had a stronger performance rank relative to its Lipper category (Minnesota Municipal Debt Funds) than does the Acquired Fund which is in the same Lipper category. The materials also demonstrated that the 30-day SEC yield of the Acquiring Fund is higher than the Acquired Fund's yield (as of June 30, 2006). As a result, DMC advised the Boards that shareholders of the Acquired Fund also may benefit from a higher income stream. 12 The Boards also considered sales and redemption data as well as the respective asset levels of each Fund as presented by DDLP. The information provided to the Boards indicated that the Acquiring Fund had positive net cash flow while the Acquired Fund had negative net cash flow during the one-year period ended December 31, 2005 and the six-month period ended June 30, 2006. DDLP also reported that the Acquiring Fund is significantly larger in terms of total asset level than the Acquired Fund and that shareholders of both Funds could benefit from the growth in assets realized by combining the Funds, as explained more fully below. In deciding whether to recommend approval of the Transaction to shareholders, the Boards also considered the fees and expense ratios of the Acquiring Fund and the Acquired Fund and the impact of existing and proposed contractual fee waivers of such expense ratios. The Boards considered the potential benefits afforded by a larger fund through economies of scale from the spreading of fixed costs over a larger asset base and by reaching or utilizing, to a greater extent, breakpoints in investment management fees, although there can be no assurance that operational savings will be realized. At the Board meetings, DMC informed the Boards that, with the contractual fee waivers and expense limitations in place at that time, the total expenses for the Acquiring Fund (excluding the one-time costs of the Transaction) are slightly higher than the total expenses of the Acquired Fund on Class A, Class B and Class C shares. The Boards also considered that the contractual fee waivers and expense limitations were due to expire on December 31, 2006. In addition, the Board noted that DMC has implemented a contractual expense waiver on the Acquiring Fund which must remain in effect through December 31, 2006 and that this expense limitation will not change as a result of the Transaction. Moreover, the Board considered the proposal of DMC to cap the Acquiring Fund's total expenses once the Transaction is completed for a one-year period following the Closing Date so that the Acquiring Fund's total expenses (notwithstanding the expenses of the Transaction), as a percentage of average net assets, are the same as the Acquired Fund's total expenses, as a percentage of average net assets, before the Transaction. Finally, DMC also reported that Acquiring Fund shareholders could benefit from: (i) the savings the Acquiring Fund would realize in acquiring municipal securities and other assets in the Transaction as opposed to purchasing them in the open market; (ii) the fact that the Acquiring Fund would receive securities from the Acquired Fund at substantially higher embedded yields than are available on similar securities in the current marketplace; and (iii) the fact that the Acquiring Fund would maintain its high overall credit quality after the Transaction with a less significant decrease in yield than would be possible were DMC to purchase similar securities in the open market. DMC informed the Boards that the Transaction will be structured as a tax-free reorganization. DMC also informed the Boards as to the cost of the Transaction, including the costs associated with the solicitation of proxies. The Boards considered that the expenses of the Transaction would be shared one-third by the Acquiring Fund, one-third by the Acquired Fund and one-third by DMC. The Boards of the Trusts approved the Plan, concluding that the Transaction is in the best interests of the Acquired Fund and the Acquiring Fund and that no dilution of value would result to the shareholders of either Fund from the Transaction. The Board of Voyageur Insured Funds then decided to recommend that shareholders of the Acquired Fund vote to approve the 13 Transaction. The Trustees approving the Plan and making the foregoing determinations included all of the Independent Trustees. For the reasons discussed above, the Board of Trustees of Voyageur Insured Funds, on behalf of the Acquired Fund, unanimously recommends that you vote FOR the Proposal. If the shareholders of the Acquired Fund do not approve the Plan, the Board of Voyageur Insured Funds may consider other possible courses of action for the Acquired Fund, including liquidation and dissolution. INFORMATION ABOUT THE TRANSACTION AND THE PLAN This is only a summary of the Plan. You should read the actual Plan relating to the Transaction, which is attached as Exhibit A to this Proxy Statement/Prospectus and is incorporated herein by reference. How will the Transaction be carried out? If the shareholders of the Acquired Fund approve the Plan, the Transaction will take place after the parties to the Plan satisfy various conditions. If the shareholders of the Acquired Fund approve the Plan, the Acquired Fund will deliver to the Acquiring Fund substantially all of its assets on the Closing Date. In exchange, Voyageur Insured Funds, on behalf of the Acquired Fund, will receive the Acquiring Fund's shares to be distributed pro rata to the Acquired Fund's shareholders. The value of the assets to be delivered to the Acquiring Fund shall be the value of such assets computed as of the close of business of the New York Stock Exchange, Inc. ("NYSE") (normally 4:00 p.m., Eastern Time) on the last business day prior to the Closing Date. If the Transaction is approved, the stock transfer books of the Acquired Fund will be permanently closed as of the close of business of the NYSE on the business day before the Closing Date. The Acquired Fund will accept requests for redemption only if received in proper form before that time. Requests received after that time will be considered requests to redeem shares of the Acquiring Fund. To the extent permitted by law, the Plan may be amended without shareholder approval at the direction of the Boards of the Trusts. The respective Boards may also agree to terminate and abandon the Transaction at any time before or after the approval of shareholders of the Acquired Fund or may terminate and abandon the Transaction if certain conditions required under the Plan have not been satisfied. Who will pay the expenses of the Transaction? The expenses resulting from the Acquired Fund's participation in the Transaction, including solicitation of proxies, will be shared by the following parties in the percentages indicated: 33.33% by the Acquired Fund, 33.33% by the Acquiring Fund, and 33.34% by DMC. 14 The Funds will bear these transaction costs without regard to any of the expense limits noted above. What are the tax consequences of the Transaction? The Transaction is intended to qualify as a tax-free reorganization for federal income tax purposes under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). Based on certain assumptions made and representations to be received from each Trust on behalf of the Acquired Fund and the Acquiring Fund, it is expected that Stradley, Ronon, Stevens & Young, LLP will provide a legal opinion that, for federal income tax purposes, (i) shareholders of the Acquired Fund will not recognize any gain or loss as a result of the exchange of their shares of the Acquired Fund for shares of the Acquiring Fund, and (ii) the Acquiring Fund and its shareholders will not recognize any gain or loss upon receipt of the Acquired Fund's assets. Following the Transaction, any capital loss carryovers (together with any current year loss and net unrealized depreciation in the value of the assets) of the Acquired Fund will be subject to an annual limitation for federal income tax purposes. Capital losses can generally be carried forward to each of the eight (8) taxable years succeeding the loss year to offset future capital gains. However, this limitation may result in a portion of the capital loss carryovers of the Acquired Fund, which might otherwise have been utilized to offset future capital gains, to expire unutilized. At its fiscal year ended August 31, 2005, the Acquired Fund had no capital loss carryovers. As of July 7, 2006, the Acquired Fund on a tax-basis had net realized long-term capital losses of $185,821 and net unrealized appreciation of investments of $11,577,241. After the Transaction, you will continue to be responsible for tracking the adjusted tax basis and holding period for your shares for federal income tax purposes. You should consult your tax adviser regarding the effect, if any, of the Transaction in light of your individual circumstances. You should also consult your tax adviser about the state and local tax consequences, if any, of the Transaction because this discussion only relates to the federal income tax consequences. What should I know about shares of the Acquiring Fund? If the Transaction is approved by the Acquired Fund's shareholders, full and fractional shares of the Acquiring Fund will be distributed to shareholders of the Acquired Fund in accordance with the procedures described above. When issued, each share will be validly issued and fully paid and non-assessable. The shares of the Acquiring Fund will be recorded electronically in each shareholder's account. The Acquiring Fund will then send a confirmation to each shareholder. As of the Closing Date, any outstanding certificates, if any, representing shares of the Acquired Fund will be cancelled. The Acquiring Fund shares to be issued in the Transaction have the same rights and privileges as the shares of the Acquired Fund. For example, all shares have non-cumulative voting rights. This gives holders of more than 50% of the shares voting the ability to elect all of 15 the members of the Board. If this happens, holders of the remaining shares voting will not be able to elect any trustees. Like the Acquired Fund, the Acquiring Fund does not routinely hold annual meetings of shareholders. The Acquiring Fund may hold special meetings for matters requiring shareholder approval. A meeting of the Acquiring Fund's shareholders may also be called at any time by the Board or by the chairperson of the Board or by the president. For purposes of calculating any applicable contingent deferred sales charges, the period you have held your shares in the Acquired Fund will be counted toward, and carried over as, the holding period of the shares you receive in the Acquiring Fund. What are the capitalizations of the Funds and what might the capitalizations be after the Transaction? The following table sets forth, as of February 28, 2006, the separate capitalizations of the Acquired Fund and the Acquiring Fund, and the estimated capitalization of the Acquiring Fund as adjusted to give effect to the proposed Transaction. The capitalization of the Acquiring Fund is likely to be different if and when the Transaction is actually consummated. Acquiring Fund Pro Forma after Adjustments to Transaction Acquired Fund Acquiring Fund Capitalization(1) (estimated) Net assets (all classes) $238,727,102 $403,632,806 ($72,792) $642,287,116 Total shares outstanding 21,800,442 32,247,619 51,318,093 Class A net assets $214,789,192 $376,235,697 ($66,673) $590,958,216 Class A shares outstanding 19,615,153 30,062,381 47,223,624 Class A net asset value per share $10.95 $12.52 $12.51 Class B net assets $11,487,928 $12,965,091 ($2,920) $24,450,099 Class B shares outstanding 1,050,054 1,035,103 1,952,216 Class B net asset value per share $10.94 $12.53 $12.52 Class C net assets $12,449,982 $14,432,018 ($3,199) $26,878,801 Class C shares outstanding 1,135,235 1,150,135 2,142,253 Class C net asset value per share $10.97 $12.55 $12.55 (1)The adjustments reflect the costs of the Transaction incurred by each Fund. 16 COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES, POLICIES AND RISKS This section describes the investment objectives, principal investment strategies and the key investment policies of the Funds, and certain noteworthy differences between such objectives, strategies and policies, as well as the risks associated with such objectives, strategies and policies. For a complete description of the Acquiring Fund's investment strategies, policies and risks, you should read the Fund Prospectus, which accompanies this Proxy Statement/Prospectus. Are there any significant differences between the investment objectives of the Acquired Fund and the Acquiring Fund? The investment objective of the Acquired Fund is identical to the investment objective of the Acquiring Fund. Each Fund seeks as high a level of current income exempt from federal income tax and from the Minnesota state personal income tax as is consistent with preservation of capital. Each Fund's investment objective is fundamental and may not be changed without prior shareholder approval. Are there any significant differences between the investment strategies and policies of the Acquired Fund and the Acquiring Fund? The investment strategies and policies of the Acquired Fund are substantially similar, but not identical, to the investment strategies and policies of the Acquiring Fund. Both Funds have adopted a fundamental investment policy to seek to achieve their investment objectives by investing at least 80% of their net assets in municipal securities that are exempt from federal income taxes, including the federal alternative minimum tax, and the Minnesota state personal income tax. A Fund may not change its fundamental investment policies and restrictions without prior shareholder approval. As a result, these fundamental investment policies for a Fund may not be changed without the approval of the lesser of (i) a majority of the outstanding shares of the Fund, or (ii) 67% or more of the shares present at a meeting of shareholders at which the holders of more than 50% of the outstanding shares are present or represented by proxy at the meeting ("Majority Vote"). The most significant difference between the Acquired Fund and the Acquiring Fund is that the Acquiring Fund does not have a mandate regarding "insured municipal securities." Insured municipal securities are debt securities issued by or on behalf of a state or territory, its agencies, instrumentalities, municipalities or other political sub-divisions, for which such issuers have obtained insurance for the payment of interest and principal (when due) to the bondholders. This insurance is designed to protect against certain risks (as described below) - the insurance, however, does not guarantee the market value of the insured municipal securities held in a Fund's portfolio and it does not guarantee the value of a shareholder's investment in a Fund. The Acquired Fund has adopted a non-fundamental investment policy, which may be changed with prior notice to shareholders (no shareholder approval is required), to invest at least 80% of its net assets in insured municipal securities. The Acquiring Fund has not adopted such an investment policy. The Acquiring Fund may invest without limitation in insured municipal securities; however, as of June 30, 2006, only 28% of the Acquiring Fund's assets were invested 17 in insured municipal securities, which has generally been typical with respect to the Acquiring Fund in the past. Each Fund invests primarily in tax-exempt obligations, commonly known as municipal bonds, which are debt obligations issued by or on behalf of a state or territory, its agencies, instrumentalities, municipalities or other political sub-divisions. There are several different types of municipal bonds, including general obligation bonds and revenue bonds. Each Fund is required to derive at least 95% of its income from Minnesota obligations. The Acquired Fund may invest in general obligation and revenue bonds, provided that, under normal market conditions and after the application of insurance, at least 80% of the Acquired Fund's net assets are invested in insured municipal securities that are rated at least AAA by Standard & Poor's Ratings Services ("S&P") or an equivalent rating by another nationally recognized statistical rating organization ("NRSRO"). The Acquired Fund may not invest in non-investment grade municipal securities, commonly referred to as high-yield securities. In addition, the Acquired Fund may invest up to 20% of its total assets in non-insured municipal securities that are investment grade - i.e., are rated within one of the top four quality grades by an NRSRO or of equivalent quality, as determined by DMC. The Acquiring Fund does not have such limitations with respect to insured municipal securities; however, the Acquiring Fund does have limitations with respect to the credit quality of its portfolio securities. As a matter of non-fundamental policy, the Acquiring Fund will primarily invest in bonds rated in the top four rating categories by an NRSRO or bonds that are unrated, but which DMC, as the investment manager, determines to be of comparable quality. The Acquiring Fund may invest up to 20% of its net assets in high-yield, lower-rated fixed income securities that are not investment grade, but will not invest in any securities that are rated lower than B by S&P or an equivalent rating by another NRSRO. The quality limitation applies at the time of purchase. As a result of the Transaction, shareholders in the Acquired Fund, which invests primarily in insured municipal securities, would become shareholders in the Acquiring Fund, which does not invest primarily in insured municipal securities. The Acquiring Fund may invest without limitation in insured municipal securities; however, as described above, historically a portion of the Acquiring Fund's assets have been invested in insured municipal securities. Note, however, that the average weighted credit quality of the portfolio of each Fund individually was AA (as rated by S&P) as of June 30, 2006 and the average weighted credit quality of the portfolio of the Acquiring Fund after the Transaction is currently expected to remain at AA. Each Fund may invest up to 20% of its assets in private activity or private placement bonds. Such securities are used to finance certain non-government activities, and the interest income from these securities, although exempt from federal income tax, is subject to the federal alternative minimum tax. Depending on market conditions and other factors, each of the Funds invests in securities with maturities of varying lengths. In general, each Fund maintains an average effective portfolio maturity of between 5 and 30 years. However, as of June 30, 2006, each Fund's average effective portfolio maturity was approximately 7 years. 18 Each Fund may invest without limit in municipal lease obligations primarily through certificates of participation. Certificates of participation are widely used by state and local governments to finance the purchase of property and facilities. Each Fund has adopted a non-fundamental policy that prohibits the Fund from concentrating its investments in the securities of issuers primarily engaged in the same industry. Generally, this investment restriction prohibits a Fund from investing 25% or more of the value of the Fund's assets in securities of issuers in any one industry. Certain types of bonds and obligations are excluded from this restriction. In particular, the Funds' restrictions on industry concentration do not apply to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities. In addition, each Fund may invest more than 25% of its total assets in certain sectors of the municipal bond market in circumstances in which other appropriate investments may be limited (e.g., housing, health care and utility). In addition, each Fund may invest more than 25% of its total assets in industrial development bonds and education bonds. The Funds are "non-diversified" for purposes of the 1940 Act. Generally, a "diversified" investment company may not, with respect to 75% of its assets, invest more than 5% of its assets in any one issuer and may not own more than 10% of the outstanding voting securities of any one issuer. Because each Fund is non-diversified, it is not subject to these diversification requirements. Although the Funds are non-diversified for purposes of the 1940 Act, each Fund intends to meet the diversification requirements of a regulated investment company under Subchapter M of the Code. Under the Code, the Funds have the flexibility to invest as much as 50% of their assets in as few as two issuers, provided that no single issuer accounts for more than 25% of a Fund's portfolio. The remaining 50% of a Fund's assets must be diversified so that no more than 5% of a Fund's assets are invested in the securities of a single issuer. Each Fund may invest up to 25% of its assets in inverse floaters when the underlying bond is tax-exempt. Otherwise, each Fund's investments in taxable instruments, non-insured securities (for the Acquired Fund) and securities rated below investment grade (for the Acquiring Fund), including inverse floaters on taxable bonds, are limited to 20% of the Fund's net assets. Inverse floaters are instruments with floating or variable interest rates that move in the opposite direction to short-term interest rates or interest rate indices. Each Fund may invest up to an aggregate of 20% of its net assets in futures, options and swaps, so long as each Fund's investments in these securities when aggregated with other taxable instruments, non-insured securities (for the Acquired Fund) and securities rated below investment grade (for the Acquiring Fund) do not exceed 20% of the Fund's net assets. When DMC, the Funds' investment manager, believes that unusual or adverse economic, market or other conditions warrant a more defensive posture, DMC may temporarily select investments for a Fund other than those investments that are the Fund's primary focus. The Acquiring Fund may invest without limit in short-term, tax-exempt obligations on a temporary, defensive basis. The Acquired Fund may invest up to 35% of its net assets in short-term, tax-exempt obligations, without obtaining insurance, provided that such investments are rated in 19 either the highest short-term or long-term rating category by an NRSRO. When investing in this manner a Fund may be unable to achieve its investment objective. How do the fundamental investment restrictions of the Funds differ? The Funds have adopted identical fundamental investment restrictions. A Fund may not change any of its fundamental investment restrictions without a prior Majority Vote of its shareholders. The Acquiring Fund's fundamental investment restrictions are listed in the Acquiring Fund's Statement of Additional Information dated December 29, 2005 related to the Fund Prospectus, which is incorporated by reference into the Statement of Additional Information relating to this Prospectus/Proxy Statement and is available upon request. What are the risk factors associated with investments in the Funds? Like all investments, any investment in the Funds involves risk. There is no assurance that either Fund will meet its investment objectives. A Fund's ability to achieve its objective will depend, among other things, on the portfolio managers' analytical and portfolio management skills. As with most investments in mutual funds, the best results are achieved when investments in the Funds are held for a number of years. The risks of investing in the Funds are basically the same as those of other investments in municipal securities of similar quality. Investments in the Funds are subject to several risks, which are summarized below. Interest Rate Risk. Interest rate risk is generally the most significant type of risk for the Funds. Interest rate risk is the risk that securities, and in particular bonds with longer maturities, will decrease in value if interest rates rise. These changes can be unpredictable, and, as such, the Funds will generally not try to increase return by aggressively capitalizing on interest rate changes. Each Fund seeks to manage this risk by managing the duration of the Fund's portfolio securities. As of June 30, 2006, each Fund's average effective portfolio maturity was approximately seven years and each Fund's average effective duration was five years. Maturity is defined as the length of time until a bond issuer must repay the underlying loan principal to bondholders. Duration is a measurement of a fixed-income investment's price volatility; the larger the number, the greater the likely price change for a given change in interest rates. Market Risk. Market risk is the risk that a majority of securities in a certain market--such as bonds--will decline in value because of economic conditions, future expectations or investor confidence. This risk may cause the price fluctuation of a security because of the changes in general economic and interest rate conditions that affect the bond market or municipal bond market as a whole. Additionally, the Funds may engage in transactions where payment occurs before the actual delivery of the security. Because the market price of the security may fluctuate during the time after payment but prior to delivery, a Fund assumes the risk that the value of the security at delivery may be less than the purchase price. Industry and Security Risk. Industry risk is the risk that the value of securities in a particular industry will decline because of changing expectations for the performance of that 20 industry. Securities risk is the risk that the value of an individual security will decline because of changing expectations for the performance of the individual issuer of the security. To mitigate this risk, DMC spreads each Fund's assets across different types of municipal bonds and among bonds representing different industries and regions within the State of Minnesota. DMC will generally concentrate investments in a particular sector when the supply of bonds in other sectors does not suit the Funds' investment needs. This will expose a Fund to greater industry and security risk. However, the Acquired Fund may be less subject to industry and security risk than the Acquiring Fund because payment of interest and principal on a substantial portion of the bonds in its portfolio is insured. Credit Risk. Credit risk is the possibility that an issuer of a debt security--or an entity that insures the debt security--will be unable to make interest payments on, and to pay the principal of, a security when due. A change in the credit risk associated with a particular debt security may cause a corresponding change in that security's price and, therefore, impact the Fund's net asset value. The purpose of insurance is to protect against credit risk. In the event of a default of an insured municipal security, the insurer is contractually required to make payments of interest and principal under the terms of the municipal security. To the extent that the Acquired Fund invests more of its assets in insured municipal securities or in securities that are more highly rated as compared to the Acquiring Fund, the Acquired Fund may be subject to less credit risk. There is no assurance, however, that the company insuring the payment of interest and principal when due to the bondholders will meet its obligations. Moreover, this insurance does not guarantee the market value of the insured municipal securities held in a Fund's portfolio and it does not guarantee the value of an investment in a Fund. Note, however, that despite these differences in the credit risk associated with each Fund, the average weighted credit quality of the portfolio of each Fund individually was AA (as rated by S&P) as of June 30, 2006 and the average weighted credit quality of the portfolio of the Acquiring Fund after the Transaction is currently expected to remain at AA. Call Risk. Call risk is the likelihood that a security will be prepaid (commonly referred to as being "called") before maturity. An issuer is more likely to call its bonds when interest rates are falling, because the issuer can issue new bonds with lower interest payments. If a bond is called, a Fund may have to replace it with a lower-yielding security. DMC takes this type of risk into consideration, and when appropriate, attempts to invest in bonds that protect investors against early prepayment. High-Yield Bond Risk. Investing in lower-rated, higher-risk bonds entails the risk of losing principal, which may be greater than the risk of principal loss associated with investment-grade bonds. In addition, the risk of default or price changes due to changes in the issuer's credit quality is greater with lower-rated securities. Issuers of lower-rated securities are typically in weaker financial health than issuers of higher-rated securities, and their ability to make interest payments or repay principal is less certain. The market prices of lower-rated, high-yield securities may fluctuate more than higher-rated securities and may decline significantly in periods of general or regional economic difficulty. High-yield securities may also not trade as frequently, and when they do trade, their prices may be significantly higher or lower than expected. Thus, high-yield securities may be less liquid and more volatile than higher-quality securities. 21 The Acquired Fund may not invest in such high-yield bonds. However, the Acquiring Fund may invest up to 20% of its net assets in such securities, subject to the minimum quality limitations as described in the section entitled "Are there any significant differences between the investment strategies and policies of the Acquired Fund and the Acquiring Fund?" above. To the extent that the Acquiring Fund invests in such high-yield bonds, the Acquiring Fund may be subject to greater risks associated with such investments, such as the loss of principal, credit risk, liquidity risk and volatility, as compared to the Acquired Fund. The Acquiring Fund has historically invested in high-yield bonds, subject to the 20% limitation described above. Geographic Concentration Risk. Largely because of tax avoidance considerations, both Funds typically invest primarily in debt obligations issued by the state of Minnesota and, therefore, events in that state are likely to affect each Fund's investments and performance. These events may include economic or political policy changes; tax base erosion; state constitutional limits on tax increases; budget deficits and other financial difficulties; and changes in the ratings assigned to municipal issuers within that state. Diversification. Because each Fund is non-diversified (as described above), each Fund may be more susceptible than a fully diversified fund to adverse economic, political, business, or regulatory developments affecting a single issuer, industry, or economic sector. This, in turn, can affect the Fund's net asset value. Liquidity Risk. Liquidity risk is the possibility that securities held by a Fund cannot be readily sold within seven days at approximately the price at which the Fund values them. Each Fund limits its exposure to illiquid securities to no more than 15% of the Fund's net assets. Alternative Minimum Tax Risk. Each Fund may invest up to 20% of its assets in bonds whose income is subject to the federal alternative minimum tax. If a Fund invests in bonds whose income is subject to an alternative minimum tax, that portion of the Fund's distributions would be taxable for shareholders who are subject to this tax. What vote is necessary to approve the Plan? Required Vote. Provided that "Quorum" requirements (as defined below) have been satisfied, the Plan must be approved by a Majority Vote, meaning the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Acquired Fund; or (2) 67% or more of the shares of the Acquired Fund present at the Meeting if the holders of more than 50% of the Acquired Fund's outstanding shares are present or represented by proxy. With respect to the Acquired Fund, "Quorum" means one-third (33 1/3%) of the shares entitled to vote at the Meeting are present in person or represented by proxy at the Meeting. 22 MORE INFORMATION ABOUT THE FUNDS Administration, Transfer Agency and Fund Accounting Services. Delaware Service Company, Inc. ("DSC"), 2005 Market Street, Philadelphia, Pennsylvania 19103, an affiliate of DMC, acts as the administrator and shareholder servicing, dividend disbursing and transfer agent for each Fund and for other mutual funds in the Delaware Companies. DSC also provides fund accounting services to each Fund. Those services include performing or overseeing all functions related to calculating each Fund's net asset value and providing all financial reporting services, regulatory compliance testing and other related accounting services. For its transfer agency, shareholder servicing, fund accounting and administration services, DSC is paid fees by each Fund according to fee schedules that are the same for each retail fund in the Delaware Companies. These fees are charged to each Fund on a pro rata basis. Custodial Services. Mellon Bank, N.A., is the custodian of the securities and other assets of the Funds. The main office of Mellon Bank, N.A. is One Mellon Center, Pittsburgh, PA 15258. Additional Information. More information about the Acquiring Fund is included in (i) the Fund Prospectus, which is included with and considered a part of this Proxy Statement/Prospectus, (ii) its Statement of Additional Information dated December 29, 2005, as amended to date, related to the Fund Prospectus; (iii) its Annual Report to Shareholders for the year ended August 31, 2005 and for the year ended August 31, 2006, when available (each, an "Annual Report"), (iv) its Semi-Annual Report to Shareholders for the period ended February 28, 2006 ("Semi-Annual Report"), and (v) the Statement of Additional Information dated [October 2,] 2006 (relating to this Proxy Statement/Prospectus), which is incorporated by reference herein. You may request free copies of the Statements of Additional Information (including any supplements), the Annual Report and/or the Semi-Annual Report, which have been filed with the SEC, by calling 1-800-523-1918 or by writing to the Trusts: Attention: Account Services, 2005 Market Street, Philadelphia, PA 19103. This Proxy Statement/Prospectus, which constitutes part of a Registration Statement filed by the Acquiring Fund with the SEC under the Securities Act of 1933, as amended, omits certain of the information contained in such Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits and amendments thereto for further information with respect to the Acquiring Fund and the shares it offers. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents, and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC. Each Fund also files proxy materials, reports, and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act. These materials can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Also, copies of such material can be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, D.C. 20549, at prescribed rates 23 or from the SEC's Internet site at www.sec.gov. To request information regarding the Funds, you may also send an e-mail to the SEC at publicinfo@sec.gov. VOTING INFORMATION How will the shareholder voting be handled? Only shareholders of record of the Acquired Fund at the close of business on September 25, 2006 (the "Record Date"), will be entitled to notice of and to vote at the Meeting on the matters described in this Proxy Statement/Prospectus, and will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. If sufficient votes to approve the Proposal are not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitations of proxies. A majority of the votes cast by shareholders of the Acquired Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a Quorum) may adjourn the Meeting. The Meeting may also be adjourned by the Chairperson of the Meeting. It is anticipated that the persons named as proxies on the enclosed proxy cards will use the authority granted to them to vote on adjournment in their discretion. Abstentions and broker non-votes will be included for purposes of determining whether a Quorum is present at the Meeting for a particular matter, and will have the same effect as a vote "against" the Proposal. Broker non-votes are proxies from brokers or nominees indicating that such persons have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power. The Acquired Fund does not expect to receive any broker non-votes. How do I ensure my vote is accurately recorded? You may attend the Meeting and vote in person. You may also vote by completing, signing and returning the enclosed proxy card in the enclosed postage paid envelope, or by telephone or through the Internet. If you return your signed proxy card or vote by telephone or through the Internet, your vote will be officially cast at the Meeting by the persons appointed as proxies. A proxy card is, in essence, a ballot. If you simply sign and date the proxy card but give no voting instructions, your shares will be voted in favor of the Proposal and in accordance with the views of management upon any unexpected matters that come before the Meeting or adjournment of the Meeting. If your shares are held of record by a broker-dealer and you wish to vote in person at the Meeting, you should obtain a Legal Proxy from your broker of record and present it at the Meeting. May I revoke my proxy? Shareholders may revoke their proxy at any time before it is voted by sending a written notice to Voyageur Insured Funds expressly revoking their proxy, by signing and forwarding to Voyageur Insured Funds a later-dated proxy, or by attending the Meeting and voting in person. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy. 24 What other matters will be voted upon at the Meeting? The Board of Voyageur Insured Funds does not intend to bring any matters before the Meeting with respect to the Acquired Fund other than those described in this Proxy Statement/Prospectus. The Board of Voyageur Insured Funds is not aware of any other matters to be brought before the Meeting with respect to the Acquired Fund by others. If any other matter legally comes before the Meeting, proxies for which discretion has been granted will be voted in accordance with the views of management. Who is entitled to vote? Only shareholders of record on the Record Date will be entitled to vote at the Meeting. There were ____________ outstanding shares of the Acquired Fund entitled to vote as of the Record Date. What other solicitations will be made? This proxy solicitation is being made by the Board of Voyageur Insured Funds for use at the Meeting. The cost of this proxy solicitation will be shared as set forth below. In addition to solicitation by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. Voyageur Insured Funds will request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of record. Voyageur Insured Funds may reimburse broker-dealer firms, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation. In addition to solicitations by mail, officers and employees of Voyageur Insured Funds and Delaware Management Business Trust, without extra pay, may conduct additional solicitations by telephone, telecopy and personal interviews. Voyageur Insured Funds has engaged Computershare Fund Services, Inc. ("Computershare") to solicit proxies from brokers, banks, other institutional holders and individual shareholders at an anticipated cost of between $8,260 to $17,820, including out of pocket expenses, which will be borne as described below. Fees and expenses may be greater depending on the effort necessary to obtain shareholder votes. Voyageur Insured Funds has also agreed to indemnify Computershare against certain liabilities and expenses, including liabilities under the federal securities laws. Voyageur Insured Funds expects that the solicitations will be primarily by mail, but also may include telephone, telecopy or oral solicitations. As the Meeting date approaches, certain shareholders of the Acquired Fund may receive a telephone call from a representative of Computershare if their votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, the Computershare representative is required to ask for each shareholder's full name and address, or the zip code or employer 25 identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Computershare representative is required to ask for the person's title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to Computershare, then the Computershare representative has the responsibility to explain the process, read the Proposal listed on the proxy card and ask for the shareholder's instructions on the Proposal. Although the Computershare representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement/Prospectus. Computershare will record the shareholder's instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call Computershare immediately if his or her instructions are not correctly reflected in the confirmation. Who will pay the expenses of the Proposal? The total costs of the Transaction are estimated to be approximately $110,000. The costs of the Transaction, including the costs of soliciting proxies in connection with the Meeting, will be shared by the following parties in the percentages indicated: 33.33% by the Acquired Fund, 33.33% by the Acquiring Fund, and 33.34% by DMC. How do I submit a shareholder proposal? Voyageur Insured Funds is not required to, and does not intend to, hold regular annual shareholders' meetings. A shareholder wishing to submit a proposal for consideration for inclusion in a proxy statement for the next shareholders' meeting should send his or her written proposal to the offices of Voyageur Insured Funds, directed to the attention of its Secretary, at the address of its principal executive office printed on the first page of this Proxy Statement/Prospectus, so that it is received within a reasonable time before any such meeting. The inclusion and/or presentation of any such proposal is subject to the applicable requirements of the proxy rules under the Securities Exchange Act of 1934. Submission of a proposal by a shareholder does not guarantee that the proposal will be included in Voyageur Insured Funds' proxy statement or presented at the meeting. PRINCIPAL HOLDERS OF SHARES On the Record Date, the officers and Trustees of each Trust, as a group, owned less than 1% of the outstanding voting shares of any Fund, or class thereof. To the best knowledge of the Trusts, as of the Record Date, no person, except as set forth in the table at Exhibit B to this Proxy Statement/Prospectus, owned of record 5% or more of the outstanding shares of any class of the Acquired Fund and the Acquiring Fund. Except as noted therein, the Trusts have no knowledge of beneficial ownership. 26 EXHIBITS TO PROXY STATEMENT/PROSPECTUS Exhibit A Form of Agreement and Plan of Reorganization between Voyageur Tax Free Funds, on behalf of the Minnesota Fund, and Voyageur Insured Funds, on behalf of the Minnesota Insured Fund B Principal Holders of Shares OTHER DOCUMENTS INCLUDED WITH THIS PROXY STATEMENT/PROSPECTUS o Prospectus of Delaware Tax-Free Minnesota Fund dated December 29, 2005, as supplemented to date. 27 EXHIBIT A FORM OF AGREEMENT AND PLAN OF REORGANIZATION BETWEEN VOYAGEUR TAX FREE FUNDS, ON BEHALF OF THE MINNESOTA FUND, AND VOYAGEUR INSURED FUNDS, ON BEHALF OF THE MINNESOTA INSURED FUND This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), made as of this __th day of [November] 2006, by and between Voyageur Tax Free Funds, a statutory trust created under the laws of the State of Delaware, with its principal place of business at 2005 Market Street, Philadelphia, Pennsylvania 19103, on behalf of its series, Delaware Tax-Free Minnesota Fund ("Acquiring Fund"), and Voyageur Insured Funds, a statutory trust created under the laws of the State of Delaware, with its principal place of business also at 2005 Market Street, Philadelphia, Pennsylvania 19103, on behalf of its series, Delaware Tax-Free Minnesota Insured Fund ("Acquired Fund"). PLAN OF REORGANIZATION The reorganization (hereinafter referred to as the "Plan") will consist of: (i) the acquisition by Voyageur Tax Free Funds on behalf of Acquiring Fund of substantially all of the property, assets and goodwill of Acquired Fund in exchange solely for (a) shares of beneficial interest, without par value, of Acquiring Fund - Class A ("Acquiring Fund Class A Shares"), (b) shares of beneficial interest, without par value, of Acquiring Fund - Class B ("Acquiring Fund Class B Shares"), and (c) shares of beneficial interest, without par value, of Acquiring Fund - Class C ("Acquiring Fund Class C Shares"); (ii) the distribution of (a) Acquiring Fund Class A shares to the holders of Acquired Fund - Class A Shares ("Acquired Fund Class A Shares"), (b) Acquiring Fund Class B Shares to the holders of Acquired Fund - Class B Shares ("Acquired Fund Class B Shares"), and (c) Acquiring Fund Class C Shares to the holders of Acquired Fund - Class C Shares ("Acquired Fund Class C Shares"), according to their respective interests in complete liquidation of Acquired Fund; and (iii) the dissolution of Acquired Fund as soon as practicable after the closing (as referenced in Section 3 hereof, hereinafter called the "Closing"), all upon and subject to the terms and conditions of this Agreement hereinafter set forth. AGREEMENT In order to consummate the Plan and in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows: 1. Sale and Transfer of Assets, Liquidation and Dissolution of Acquired Fund (a) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of Voyageur Tax Free Funds herein contained, and in consideration of the delivery by Voyageur Tax Free Funds of the number of its shares of beneficial interest of Acquiring Fund hereinafter provided, Voyageur Insured Funds, on behalf of Acquired Fund, agrees that it will sell, convey, transfer and deliver to Voyageur Tax Free Funds, on behalf of Acquiring Fund, at the Closing provided for in Section 3, all of the then existing assets of Acquired Fund as of the close of business (which hereinafter shall be, unless otherwise noted, the regular close of business of the New York Stock Exchange, Inc. ("NYSE")) ("Close of A-1 Business") on the valuation date (as defined in Section 3 hereof, hereinafter called the "Valuation Date"), free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of redemption and such restrictions as might arise under the Securities Act of 1933, as amended (the "1933 Act"), with respect to privately placed or otherwise restricted securities that Acquired Fund may have acquired in the ordinary course of business), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary (1) to pay Acquired Fund's costs and expenses of carrying out this Agreement (including, but not limited to, fees of counsel and accountants, and expenses of its liquidation and dissolution contemplated hereunder), which costs and expenses shall be established on the books of Acquired Fund as liability reserves, (2) to discharge all of Acquired Fund's Liabilities (as defined below) on its books at the Close of Business on the Valuation Date including, but not limited to, its income dividends and capital gains distributions, if any, payable for any period prior to, and through, the Close of Business on the Valuation Date, and (3) to pay such contingent liabilities as the trustees of Voyageur Insured Funds shall reasonably deem to exist against Acquired Fund, if any, at the Close of Business on the Valuation Date, for which contingent and other appropriate liability reserves shall be established on the books of Acquired Fund (hereinafter "Net Assets"). Voyageur Insured Funds, on behalf of Acquired Fund, shall also retain any and all rights that it may have over and against any person that may have accrued up to and including the Close of Business on the Valuation Date. Voyageur Insured Funds agrees to use commercially reasonable efforts to identify all of Acquired Fund's liabilities, debts, obligations and duties of any nature, whether accrued, absolute, contingent or otherwise ("Liabilities") prior to the Valuation Date and to discharge all such known Liabilities on or prior to the Valuation Date. In no event will Acquiring Fund assume or otherwise be responsible for any Liabilities of Acquired Fund. (b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties of Voyageur Insured Funds on behalf of Acquired Fund herein contained, and in consideration of such sale, conveyance, transfer, and delivery, Voyageur Tax Free Funds agrees at the Closing to deliver to Voyageur Insured Funds, on behalf of Acquired Fund: (i) the number of Acquiring Fund Class A Shares determined by dividing the net asset value per share of Acquired Fund Class A Shares as of the Close of Business on the Valuation Date by the net asset value per share of Acquiring Fund Class A Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding Acquired Fund Class A Shares as of Close of Business on the Valuation Date; (ii) the number of Acquiring Fund Class B Shares determined by dividing the net asset value per share of Acquired Fund Class B Shares as of Close of Business on the Valuation Date by the net asset value per share of Acquiring Fund Class B Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding Acquired Fund Class B Shares as of Close of Business on the Valuation Date; and (iii) the number of Acquiring Fund Class C Shares determined by dividing the net asset value per share of Acquired Fund Class C Shares as of Close of Business on the Valuation Date by the net asset value per share of Acquiring Fund Class C Shares as of Close of Business on the Valuation Date, and multiplying the result by the number of outstanding Acquired Fund Class C Shares as of Close of Business on the Valuation Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof. (c) As soon as practicable following the Closing, Voyageur Insured Funds shall dissolve Acquired Fund and distribute pro rata to Acquired Fund's shareholders of record as of the Close of Business on the Valuation Date, the shares of beneficial interest of Acquiring A-2 Fund received by Acquired Fund pursuant to this Section 1. Such dissolution and distribution shall be accomplished by the establishment of accounts on the share records of Acquiring Fund of the type and in the amounts due such shareholders pursuant to this Section 1 based on their respective holdings of shares of Acquired Fund as of the Close of Business on the Valuation Date. Fractional shares of beneficial interest of Acquiring Fund shall be carried to the third decimal place. No certificates representing shares of beneficial interest of Acquiring Fund will be issued to shareholders of Acquired Fund Shares irrespective of whether such shareholders hold their shares in certificated form. (d) At the Closing, each outstanding certificate that, prior to Closing, represented shares of beneficial interest of Acquired Fund, shall be cancelled and shall no longer evidence ownership thereof. (e) At the Closing, each shareholder of record of Acquired Fund as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared prior to the Closing, including any dividend or distribution declared pursuant to Section 9(e) hereof, shall have the right to receive such unpaid dividends and distributions with respect to the shares of Acquired Fund that such person had on such Distribution Record Date. 2. Valuation (a) The value of Acquired Fund's Net Assets to be acquired by Acquiring Fund hereunder shall be computed as of Close of Business on the Valuation Date using the valuation procedures set forth in Acquired Fund's currently effective prospectus and statement of additional information. (b) The net asset value of a share of beneficial interest of Acquiring Fund Class A Shares, Acquiring Fund Class B Shares and Acquiring Fund Class C Shares shall be determined to the nearest full cent as of the Close of Business on the Valuation Date using the valuation procedures set forth in Acquiring Fund's currently effective prospectus and statement of additional information. (c) The net asset value of a share of beneficial interest of Acquired Fund Class A Shares, Acquired Fund Class B Shares and Acquired Fund Class C Shares shall be determined to the nearest full cent as of the Close of Business on the Valuation Date, using the valuation procedures as set forth in Acquired Fund's currently effective prospectus and statement of additional information. 3. Closing and Valuation Date The Valuation Date shall be [December 15], 2006, or such later date as the parties may mutually agree. The Closing shall take place at the principal office of Voyageur Tax Free Funds, 2005 Market Street, Philadelphia, Pennsylvania 19103 at approximately 9:00 a.m., Eastern Time, on the first business day following the Valuation Date. Notwithstanding anything herein to the contrary, in the event that on the Valuation Date (a) the NYSE shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of Voyageur Tax Free Funds or Voyageur Insured Funds, accurate appraisal of the value of the net assets of Acquired Fund or Acquiring A-3 Fund is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption, reporting shall have been restored and accurate appraisal of the value of the net assets of Acquired Fund and Acquiring Fund is practicable in the judgment of Voyageur Tax Free Funds and Voyageur Insured Funds. Voyageur Insured Funds shall have provided for delivery as of the Closing of those Net Assets of Acquired Fund to be transferred to Voyageur Tax Free Funds' Custodian, Mellon Bank, N.A., One Mellon Center, Pittsburg, PA 15285. Also, Voyageur Insured Funds shall deliver at the Closing a list (which may be in electronic form) of names and addresses of the shareholders of record of its Acquired Fund Shares, and the number of full and fractional shares of beneficial interest of such classes owned by each such shareholder, indicating thereon which such shares are represented by outstanding certificates and which by book-entry accounts, all as of the Close of Business on the Valuation Date, certified by its transfer agent, or by its President or Vice-President to the best of their knowledge and belief. Voyageur Tax Free Funds shall issue and deliver a certificate or certificates evidencing the shares of Acquiring Fund to be delivered at the Closing to said transfer agent registered in such manner as Voyageur Insured Funds may request, or provide evidence satisfactory to Voyageur Insured Funds in such manner as Voyageur Insured Funds may request that such shares of beneficial interest of Acquiring Fund have been registered in an open account on the books of Acquiring Fund. 4. Representations and Warranties by Voyageur Insured Funds Voyageur Insured Funds represents and warrants to Voyageur Tax Free Funds that: (a) Voyageur Insured Funds is a statutory trust created under the laws of the State of Delaware on December 17, 1998, and is validly existing and in good standing under the laws of that State. Voyageur Insured Funds, of which Acquired Fund is a separate series, is duly registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management investment company. Such registration is in full force and effect as of the date hereof and will be in full force and effect as of the Closing and all of its shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital. (b) Voyageur Insured Funds is authorized to issue an unlimited number of shares of beneficial interest of Acquired Fund, with no par value. Each outstanding share of Acquired Fund is validly issued, fully paid, non-assessable and has full voting rights. (c) The financial statements appearing in Acquired Fund Annual Report to Shareholders for the fiscal year ended August 31, 2006, audited by Ernest & Young, LLP, copies of which have been delivered to Voyageur Tax Free Funds, and any unaudited financial statements, copies of which may be furnished to Voyageur Tax Free Funds, fairly present the financial position of Acquired Fund as of the date indicated, and the results of its operations for the period indicated, in conformity with generally accepted accounting principles applied on a consistent basis. (d) The books and records of Acquired Fund made available to Voyageur Tax Free Funds and/or its counsel are true and correct in all material respects and contain no material omissions with respect to the business and operations of Acquired Fund. A-4 (e) The statement of assets and liabilities to be furnished by Voyageur Insured Funds as of the Close of Business on the Valuation Date for the purpose of determining the number of shares of beneficial interest of Acquiring Fund to be issued pursuant to Section 1 hereof will accurately reflect the Net Assets of Acquired Fund and outstanding shares of beneficial interest, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis. (f) At the Closing, Voyageur Insured Funds, on behalf of Acquired Fund, will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in subsection (e) above, free and clear of all liens or encumbrances of any nature whatsoever except such restrictions as might arise under the 1933 Act with respect to privately placed or otherwise restricted securities that it may have acquired in the ordinary course of business and such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto. (g) Voyageur Insured Funds has the necessary trust power and trust authority to conduct its business and the business of Acquired Fund as such businesses are now being conducted. (h) Voyageur Insured Funds is not a party to or obligated under any provision of its Agreement and Declaration of Trust, By-Laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree that would be violated by its execution of or performance under this Agreement. (i) Voyageur Insured Funds has full trust power and trust authority to enter into and perform its obligations under this Agreement, subject to approval of this Agreement by Acquired Fund's shareholders. Except as provided in the immediately preceding sentence, the execution, delivery and performance of this Agreement have been validly authorized, and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject as to enforcement to the effect of bankruptcy, insolvency, reorganization, arrangement among creditors, moratorium, fraudulent transfer or conveyance, and other similar laws of general applicability relating to or affecting creditor's rights and to general equity principles. (j) Neither Voyageur Insured Funds nor Acquired Fund is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). (k) Voyageur Insured Funds does not have any unamortized or unpaid organizational fees or expenses. (l) Voyageur Insured Funds has elected to treat Acquired Fund as a regulated investment company ("RIC") for federal income tax purposes under Part I of Subchapter M of the Code, Acquired Fund is a "fund" as defined in Section 851(g)(2) of the Code, has qualified as a RIC for each taxable year since its inception and will qualify as a RIC as of the Closing, and consummation of the transactions contemplated by the Plan will not cause it to fail to be qualified as a RIC as of the Closing. A-5 5. Representations and Warranties by Voyageur Tax Free Funds Voyageur Tax Free Funds represents and warrants to Voyageur Insured Funds that: (a) Voyageur Tax Free Funds is a statutory trust created under the laws of the State of Delaware on December 17, 1998, and is validly existing and in good standing under the laws of that State. Voyageur Tax Free Funds, of which Acquiring Fund is a separate series of shares, is duly registered under the 1940 Act as an open-end, management investment company, such registration is in full force and effect as of the date hereof or will be in full force and effect as of the Closing and all of its shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital. (b) Voyageur Tax Free Funds is authorized to issue an unlimited number of shares of beneficial interest, without par value, of Acquiring Fund. Each outstanding share of Acquiring Fund is fully paid, non-assessable and has full voting rights. The shares of beneficial interest of Acquiring Fund to be issued pursuant to Section 1 hereof will, upon their issuance, be validly issued and fully paid and non-assessable and have full voting rights. (c) At the Closing, each class of shares of beneficial interest of Acquiring Fund to be issued pursuant to this Agreement will be eligible for offering to the public in those states of the United States and jurisdictions in which the corresponding class of shares of Acquired Fund are presently eligible for offering to the public, and there are an unlimited number of shares registered under the 1933 Act such that there is a sufficient number of such shares to permit the transfers contemplated by this Agreement to be consummated. (d) The statement of assets and liabilities of Acquiring Fund to be furnished by Voyageur Tax Free Funds as of the Close of Business on the Valuation Date for the purpose of determining the number of shares of beneficial interest of Acquiring Fund to be issued pursuant to Section 1 hereof will accurately reflect the net assets of Acquiring Fund and outstanding shares of beneficial interest, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis. (e) At the Closing, Voyageur Tax Free Funds will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in subsection (d) above, free and clear of all liens or encumbrances of any nature whatsoever except such restrictions as might arise under the 1933 Act with respect to privately placed or otherwise restricted securities that it may have acquired in the ordinary course of business and such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto. (f) Voyageur Tax Free Funds has the necessary trust power and trust authority to conduct its business and the business of Acquiring Fund as such businesses are now being conducted. A-6 (g) Voyageur Tax Free Funds is not a party to or obligated under any provision of its Agreement and Declaration of Trust, By-Laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree that would be violated by its execution of or performance under this Agreement. (h) Voyageur Tax Free Funds has full trust power and trust authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been validly authorized, and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject, as to enforcement, to the effect of bankruptcy, insolvency reorganization, arrangements among creditors, moratorium, fraudulent transfer or conveyance, and other similar laws of general applicability relating to or affecting creditors rights and to general equity principles. (i) Neither Voyageur Tax Free Funds nor Acquiring Fund is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (j) The books and records of Acquiring Fund made available to Voyageur Insured Funds and/or its counsel are true and correct in all material respects and contain no material omissions with respect to the business and operations of Acquiring Fund. (k) Voyageur Tax Free Funds has elected to treat Acquiring Fund as a regulated investment company ("RIC") for federal income tax purposes under Part I of Subchapter M of the Code, Acquiring Fund is a "fund" as defined in Section 851(g)(2) of the Code, has qualified as a RIC for each taxable year since its inception and will qualify as a RIC as of the Closing, and consummation of the transactions contemplated by the Plan will not cause it to fail to be qualified as a RIC as of the Closing. 6. Representations and Warranties by Voyageur Insured Funds and Voyageur Tax Free Funds Voyageur Insured Funds and Voyageur Tax Free Funds each represents and warrants to the other that: (a) Except as discussed in its currently effective prospectus, there are no legal, administrative or other proceedings or investigations against it, or, to its knowledge, threatened against it, that would materially affect its financial condition or its ability to consummate the transactions contemplated by this Agreement. It is not charged with or, to its knowledge, threatened with, any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business. (b) There are no known actual or proposed deficiency assessments with respect to any taxes payable by it. (c) It has duly and timely filed, on behalf of Acquired Fund or Acquiring Fund, as appropriate, all Tax (as defined below) returns and reports (including information returns), which are required to be filed by such Acquired Fund or Acquiring Fund, and all such returns and reports accurately state the amount of Tax owed for the periods covered by the A-7 returns, or, in the case of information returns, the amount and character of income required to be reported by such Acquired Fund or Acquiring Fund. On behalf of Acquired Fund or Acquiring Fund, as appropriate, it has paid or made provision and properly accounted for all Taxes (as defined below) due or properly shown to be due on such returns and reports. The amounts set up as provisions for Taxes in the books and records of Acquired Fund or Acquiring Fund, as appropriate, as of the Close of Business on the Valuation Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or which may be payable by Acquired Fund or Acquiring Fund, as appropriate, for any periods or fiscal years prior to and including the Close of Business on the Valuation Date, including all Taxes imposed before or after the Close of Business on the Valuation Date that are attributable to any such period or fiscal year. No return filed by it, on behalf of Acquired Fund or Acquiring Fund, as appropriate, is currently being audited by the Internal Revenue Service or by any state or local taxing authority. As used in this Agreement, "Tax" or "Taxes" means all federal, state, local and foreign (whether imposed by a country or political subdivision or authority thereunder) income, gross receipts, excise, sales, use, value added, employment, franchise, profits, property, ad valorem or other taxes, stamp taxes and duties, fees, assessments or charges, whether payable directly or by withholding, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (foreign or domestic) with respect thereto. To its knowledge, there are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the assets of Acquired Fund or Acquiring Fund, as appropriate. (d) All information provided to Voyageur Insured Funds by Voyageur Tax Free Funds, and by Voyageur Insured Funds to Voyageur Tax Free Funds, for inclusion in, or transmittal with, the Combined Proxy Statement and Prospectus with respect to this Agreement pursuant to which approval of Acquired Fund's shareholders will be sought, shall not contain any untrue statement of a material fact, or omit to state a material fact required to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (e) Except in the case of Voyageur Insured Funds with respect to the approval of Acquired Fund's shareholders of this Agreement, no consent, approval, authorization or order of any court or governmental authority, or of any other person or entity, is required for the consummation of the transactions contemplated by this Agreement, except as may be required by the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, or state securities laws or Delaware statutory trust laws (including, in the case of each of the foregoing, the rules and regulations thereunder). 7. Covenants of Voyageur Insured Funds (a) Voyageur Insured Funds covenants to operate the business of Acquired Fund as presently conducted between the date hereof and the Closing. (b) Voyageur Insured Funds undertakes that Acquired Fund will not acquire the shares of beneficial interest of Acquiring Fund for the purpose of making distributions thereof other than to Acquired Fund's shareholders. A-8 (c) Voyageur Insured Funds covenants that by the Closing, all of Acquired Fund's federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns either shall have been paid or adequate liability reserves shall have been provided for the payment of such Taxes. (d) Voyageur Insured Funds will at the Closing provide Voyageur Tax Free Funds with: (1) A statement of the respective tax basis of all investments to be transferred by Acquired Fund to Acquiring Fund. (2) A copy (which may be in electronic form) of the shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with Acquired Fund with respect to each shareholder, for all of the shareholders of record of Acquired Fund's shares as of the Close of Business on the Valuation Date, who are to become holders of Acquiring Fund as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice-President to the best of their knowledge and belief. (e) The Board of Trustees of Voyageur Insured Funds shall call, and Voyageur Insured Funds shall hold, a Special Meeting of Acquired Fund's shareholders to consider and vote upon this Agreement (the "Special Meeting") and Voyageur Insured Funds shall take all other actions reasonably necessary to obtain approval of the transactions contemplated herein. Voyageur Insured Funds agrees to mail to each shareholder of record entitled to vote at the Special Meeting at which action on this Agreement is to be considered, in sufficient time to comply with requirements as to notice thereof, a Combined Proxy Statement and Prospectus that complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations promulgated thereunder. (f) Voyageur Insured Funds shall supply to Voyageur Tax Free Funds, at the Closing, the statement of the assets and liabilities described in Section 4(e) of this Agreement in conformity with the requirements described in such Section. 8. Covenants of Voyageur Tax Free Funds (a) Voyageur Tax Free Funds covenants that the shares of beneficial interest of Acquiring Fund to be issued and delivered to Acquired Fund pursuant to the terms of Section 1 hereof shall have been duly authorized as of the Closing and, when so issued and delivered, shall be registered under the 1933 Act, validly issued, and fully paid and non-assessable, and no shareholder of Acquiring Fund shall have any statutory or contractual preemptive right of subscription or purchase in respect thereof, other than any rights created pursuant to this Agreement. A-9 (b) Voyageur Tax Free Funds covenants to operate the business of Acquiring Fund as presently conducted between the date hereof and the Closing. (c) Voyageur Tax Free Funds covenants that by the Closing, all of Acquiring Fund's federal and other tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such taxes. (d) Voyageur Tax Free Funds shall supply to Voyageur Insured Funds, at the Closing, the statement of assets and liabilities described in Section 5(d) of this Agreement in conformity with the requirements described in such Section. (e) Voyageur Tax Free Funds shall have filed with the United States Securities and Exchange Commission (the "Commission") a Registration Statement on Form N-14 under the 1933 Act ("Registration Statement"), relating to the shares of beneficial interest of Acquiring Fund issuable hereunder, and shall have used its best efforts to provide that such Registration Statement becomes effective as promptly as practicable. At the time such Registration Statement becomes effective, it (i) complied in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations promulgated thereunder; and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Registration Statement becomes effective, at the time of Acquired Fund's shareholders' meeting, and at the Closing, the prospectus and statement of additional information included in the Registration Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. Conditions Precedent to be Fulfilled by Voyageur Insured Funds and Voyageur Tax Free Funds The obligations of Voyageur Insured Funds and Voyageur Tax Free Funds to effectuate this Agreement and the Plan hereunder shall be subject to the following respective conditions: (a) That (1) all the representations and warranties of the other party contained herein shall be true and correct in all material respects as of the Closing with the same effect as though made as of and at such date; (2) the other party shall have performed all obligations required by this Agreement to be performed by it at or prior to the Closing; and (3) the other party shall have delivered to such party a certificate signed by the President or Vice-President and by the Secretary or equivalent officer to the foregoing effect. (b) That the other party shall have delivered to such party a copy of the resolutions approving this Agreement adopted by the other party's Board of Trustees, certified by the Secretary or equivalent officer. (c) That the Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act, nor instituted nor threatened to institute any proceeding A-10 seeking to enjoin the consummation of the reorganization contemplated hereby under Section 25(c) of the 1940 Act, and no other legal, administrative or other proceeding shall be instituted or threatened that would materially and adversely affect the financial condition of either party or would prohibit the transactions contemplated hereby. (d) That this Agreement, the Plan and the transactions contemplated hereby shall have been approved by the appropriate action of the shareholders of Acquired Fund at an annual or special meeting or any adjournment thereof. (e) That Acquired Fund shall have declared a distribution or distributions prior to the Valuation Date that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its ordinary income, capital gain net income and net interest income excludable under Section 103(a) of the Code, if any, for the period from the close of its last fiscal year to the Close of Business on the Valuation Date, and (ii) any undistributed ordinary income, capital gain net income and net interest income excludable under Section 103(a) of the Code from any prior period. Capital gain net income has the meaning given such term by Section 1222(g) of the Code. (f) That all required consents of other parties and all other consents, orders and permits of federal, state and local authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary "no-action" positions or exemptive orders from such federal and state authorities) to permit consummation of the transaction contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve risk of material adverse effect on the assets and properties of Acquired Fund or Acquiring Fund. (g) That prior to or at the Closing, Voyageur Insured Funds and Voyageur Tax Free Funds shall receive an opinion from Stradley Ronon Stevens & Young, LLP ("SRSY") to the effect that, provided the acquisition contemplated hereby is carried out in accordance with this Agreement and in accordance with customary representations provided by Voyageur Insured Funds and Voyageur Tax Free Funds in certificates delivered to SRSY: (1) The acquisition by Acquiring Fund of substantially all of the assets of Acquired Fund in exchange solely for Acquiring Fund shares to be issued pursuant to Section 1 hereof, followed by the distribution by Acquired Fund to its shareholders of Acquiring Fund shares in complete liquidation of Acquired Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and Acquiring Fund and Acquired Fund will each be a "party to the reorganization" within the meaning of Section 368(b) of the Code; (2) No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for the voting shares of Acquiring Fund (to be issued in accordance with Section 1 hereof) under Section 361(a) and Section 357(a) of the Code; (3) No gain or loss will be recognized by Acquiring Fund upon the receipt by it of substantially all of the assets of Acquired Fund in exchange solely A-11 for the voting shares of Acquiring Fund (to be issued in accordance with Section 1 hereof) under Section 1032(a) of the Code; (4) No gain or loss will be recognized by Acquired Fund upon the distribution of Acquiring Fund shares to Acquired Fund shareholders in accordance with Section 1 hereof in liquidation of Acquired Fund under Section 361(c)(1) of the Code. (5) The basis of the assets of Acquired Fund received by Acquiring Fund will be the same as the basis of such assets to Acquired Fund immediately prior to the exchange under Section 362(b) of the Code; (6) The holding period of the assets of Acquired Fund received by Acquiring Fund will include the period during which such assets were held by Acquired Fund under Section 1223(2) of the Code; (7) No gain or loss will be recognized by the shareholders of Acquired Fund upon the exchange of their shares in Acquired Fund for the voting shares (including fractional shares to which they may be entitled) of Acquiring Fund (to be issued in accordance with Section 1 hereof) under Section 354(a) of the Code; (8) The basis of Acquiring Fund shares received by Acquired Fund shareholders in accordance with Section 1 hereof (including fractional shares to which they may be entitled) will be the same as the basis of the shares of Acquired Fund exchanged therefor under Section 358(a)(1) of the Code; (9) The holding period of Acquiring Fund's shares received by Acquired Fund's shareholders in accordance with Section 1 hereof (including fractional shares to which they may be entitled) will include the holding period of Acquired Fund's shares surrendered in exchange therefor, provided that Acquired Fund shares were held as a capital asset on the date of the Reorganization under Section 1223(l) of the Code; and (10) Acquiring Fund will succeed to and take into account as of the date of the transfer (as defined in Section 1.381(b)-1(b) of the regulations issued by the United States Treasury (the "Treasury Regulations")) the items of Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code, and the Treasury Regulations. (h) That Voyageur Tax Free Funds shall have received an opinion in form and substance reasonably satisfactory to it from SRSY, counsel to Voyageur Insured Funds, to the effect that, subject in all respects to the effects of bankruptcy, insolvency, arrangement among creditors, moratorium, fraudulent transfer or conveyance, and other similar laws of general applicability relating to or affecting creditor's rights and to general equity principles: (1) Voyageur Insured Funds was created as a statutory trust (formerly known as a business trust) under the laws of the State of Delaware on December A-12 17, 1998, and is validly existing and in good standing under the laws of the State of Delaware; (2) Voyageur Insured Funds is authorized to issue an unlimited number of shares of beneficial interest, without par value, of Voyageur Insured Funds and of Acquired Fund. Assuming that the initial shares of beneficial interest of Acquired Fund were issued in accordance with the 1940 Act, and the Agreement and Declaration of Trust and By-Laws of Voyageur Insured Funds, and that all other such outstanding shares of Acquired Fund were sold, issued and paid for in accordance with the terms of Acquired Fund prospectus in effect at the time of such sales, each such outstanding share is validly issued, fully paid and non-assessable; (3) Voyageur Insured Funds is an open-end, investment company of the management type registered as such under the 1940 Act; (4) Except as disclosed in Acquired Fund's currently effective prospectus, such counsel does not know of any material suit, action, or legal or administrative proceeding pending or threatened against Voyageur Insured Funds, the unfavorable outcome of which would materially and adversely affect Voyageur Insured Funds or Acquired Fund; (5) To such counsel's knowledge, no consent, approval, authorization or order of any court, governmental authority or agency is required for the consummation by Voyageur Insured Funds of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and Delaware laws (including, in the case of each of the foregoing, the rules and regulations thereunder) and such as may be required under state securities laws; (6) Neither the execution, delivery nor performance of this Agreement by Voyageur Insured Funds violates any provision of its Agreement and Declaration of Trust, its By-Laws, or the provisions of any agreement or other instrument, known to such counsel to which Voyageur Insured Funds is a party or by which Voyageur Insured Funds is otherwise bound; and (7) This Agreement has been validly authorized and executed by Voyageur Insured Funds and represents the legal, valid and binding obligation of Voyageur Insured Funds and is enforceable against Voyageur Insured Funds in accordance with its terms. In giving the opinions set forth above, SRSY may state that it is relying on certificates of the officers of Voyageur Insured Funds with regard to matters of fact and certain certifications and written statements of governmental officials with respect to the good standing of Voyageur Insured Funds. (i) That Voyageur Insured Funds shall have received an opinion in form and substance reasonably satisfactory to it from SRSY, counsel to Voyageur Tax Free Funds, to the effect that, subject in all respects to the effects of bankruptcy, insolvency, arrangement among A-13 creditors, moratorium, fraudulent transfer or conveyance, and other similar laws of general applicability relating to or affecting creditor's rights and to general equity principles: (1) Voyageur Tax Free Funds was created as a statutory trust (formerly known as a business trust) under the laws of the State of Delaware on December 17, 1998, and is validly existing and in good standing under the laws of the State of Delaware; (2) Voyageur Tax Free Funds is authorized to issue an unlimited number of shares of beneficial interest, without par value, of Acquiring Fund; (3) Voyageur Tax Free Funds is an open-end investment company of the management type registered as such under the 1940 Act; (4) Except as disclosed in Acquiring Fund's currently effective prospectus, such counsel does not know of any material suit, action, or legal or administrative proceeding pending or threatened against Voyageur Tax Free Funds, the unfavorable outcome of which would materially and adversely affect Voyageur Tax Free Funds or Acquiring Fund; (5) The shares of beneficial interest of Acquiring Fund to be issued pursuant to the terms of Section 1 hereof have been duly authorized and, when issued and delivered as provided in this Agreement, will have been validly issued and fully paid and will be non-assessable by Voyageur Tax Free Funds or Acquiring Fund, and to such counsel's knowledge, no shareholder has any preemptive right to subscription or purchase in respect thereof other than any rights that may be deemed to have been granted pursuant to this Agreement; (6) To such counsel's knowledge, no consent, approval, authorization or order of any court, governmental authority or agency is required for the consummation by Voyageur Tax Free Funds of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and Delaware laws (including, in the case of each of the foregoing, the rules and regulations thereunder) and such as may be required under state securities laws; (7) Neither the execution, delivery nor performance of this Agreement by Voyageur Tax Free Funds violates any provision of its Agreement and Declaration of Trust, its By-Laws, or the provisions of any agreement or other instrument, known to such counsel to which Voyageur Tax Free Funds is a party or by which Voyageur Tax Free Funds is otherwise bound; and (8) This Agreement has been validly authorized and executed by Voyageur Tax Free Funds and represents the legal, valid and binding obligation of Voyageur Tax Free Funds and is enforceable against Voyageur Tax Free Funds in accordance with its terms. In giving the opinions set forth above, SRSY may state that it is relying on certificates of the officers of Voyageur Tax Free Funds with regard to matters of fact and certain A-14 certifications and written statements of governmental officials with respect to the good standing of Voyageur Tax Free Funds. (j) That Voyageur Tax Free Funds' Registration Statement with respect to the shares of beneficial interest of Acquiring Fund to be delivered to Acquired Fund's shareholders in accordance with Section 1 hereof shall have become effective, and no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto, shall have been issued prior to the Closing or shall be in effect at the Closing, and no proceedings for the issuance of such an order shall be pending or threatened on that date. (k) That the shares of beneficial interest of Acquiring Fund to be delivered in accordance with Section 1 hereof shall be eligible for sale by Voyageur Tax Free Funds with each state commission or agency with which such eligibility is required in order to permit the shares lawfully to be delivered to each Acquired Fund shareholder. (l) That at the Closing, Voyageur Insured Funds, on behalf of Acquired Fund, transfers to Acquiring Fund aggregate Net Assets of Acquired Fund comprising at least 90% in fair market value of the total net assets and 70% in fair market value of the total gross assets recorded on the books of Acquired Fund at the Close of Business on the Valuation Date. 10. Fees and Expenses The expenses of entering into and carrying out the provisions of this Agreement, whether or not consummated, shall be borne 33.33% by Acquired Fund; 33.33% by Acquiring Fund; and 33.34% by Delaware Management Company, a series of Delaware Management Business Trust. 11. Termination; Waiver; Order (a) Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Plan abandoned at any time (whether before or after adoption thereof by the shareholders of Acquired Fund) prior to the Closing as follows: (1) by mutual consent of Voyageur Insured Funds and Voyageur Tax Free Funds; (2) by Voyageur Tax Free Funds if any condition precedent to its obligations set forth in Section 9 has not been fulfilled or waived by Voyageur Tax Free Funds; or (3) by Voyageur Insured Funds if any condition precedent to its obligations set forth in Section 9 has not been fulfilled or waived by Voyageur Insured Funds. (b) If the transactions contemplated by this Agreement have not been consummated by June 30, 2007, this Agreement shall automatically terminate on that date, unless a later date is agreed to by both Voyageur Insured Funds and Voyageur Tax Free Funds. (c) In the event of termination of this Agreement pursuant to the provisions hereof, the same shall become void and have no further effect, and there shall not be any liability A-15 on the part of either Voyageur Insured Funds or Voyageur Tax Free Funds or persons who are their trustees, officers, agents or shareholders in respect of this Agreement. (d) At any time prior to the Closing, any of the terms or conditions of this Agreement may be waived by either Voyageur Insured Funds or Voyageur Tax Free Funds, respectively (whichever is entitled to the benefit thereof). (e) The respective representations, warranties and covenants contained in Sections 4-8 hereof shall expire with, and be terminated by, the consummation of the Plan, and neither Voyageur Insured Funds nor Voyageur Tax Free Funds, nor any of their officers, trustees, agents or shareholders shall have any liability with respect to such representations or warranties after the Closing. This provision shall not protect any officer, trustee, agent or shareholder of Voyageur Insured Funds or Voyageur Tax Free Funds against any liability to the entity for which that officer, trustee, agent or shareholder so acts or to its shareholders to which that officer, trustee, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties in the conduct of such office. (f) If any order or orders of the Commission with respect to this Agreement shall be issued prior to the Closing and shall impose any terms or conditions that are determined by action of the Board of Trustees of Voyageur Insured Funds or the Board of Trustees of Voyageur Tax Free Funds to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders of Acquired Fund, unless such further vote is required by applicable law or by mutual consent of the parties. 12. Liability of Voyageur Tax Free Funds and Voyageur Insured Funds (a) Each party acknowledges and agrees that all obligations of Voyageur Tax Free Funds under this Agreement are binding only with respect to Acquiring Fund; that any liability of Voyageur Tax Free Funds under this Agreement with respect to Acquiring Fund, or in connection with the transactions contemplated herein with respect to Acquiring Fund, shall be discharged only out of the assets of Acquiring Fund; that no other series of Voyageur Tax Free Funds shall be liable with respect to this Agreement or in connection with the transactions contemplated herein; and that neither Voyageur Insured Funds nor Acquired Fund shall seek satisfaction of any such obligation or liability from the shareholders of Voyageur Tax Free Funds, the trustees, officers, employees or agents of Voyageur Tax Free Funds, or any of them. (b) Each party acknowledges and agrees that all obligations of Voyageur Insured Funds under this Agreement are binding only with respect to Acquired Fund; that any liability of Voyageur Insured Funds under this Agreement with respect to Acquired Fund, or in connection with the transactions contemplated herein with respect to Acquired Fund, shall be discharged only out of the assets of Acquired Fund; that no other series of Voyageur Insured Funds shall be liable with respect to this Agreement or in connection with the transactions contemplated herein; and that neither Voyageur Tax Free Funds nor Acquiring Fund shall seek satisfaction of any such obligation or liability from the shareholders of Voyageur Insured Funds, the trustees, officers, employees or agents of Voyageur Insured Funds, or any of them. A-16 13. Final Tax Returns and Forms 1099 of Acquired Fund (a) After the Closing, Voyageur Insured Funds shall or shall cause its agents to prepare any federal, state or local Tax returns, including any Forms 1099, required to be filed by Voyageur Insured Funds with respect to Acquired Fund's final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall further cause such Tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities. (b) Notwithstanding the provisions of Section 1 hereof, any expenses incurred by Voyageur Insured Funds or Acquired Fund (other than for payment of Taxes) in connection with the preparation and filing of said Tax returns and Forms 1099 after the Closing, shall be borne by Acquired Fund to the extent such expenses have been or should have been accrued by Acquired Fund in the ordinary course without regard to the Plan contemplated by this Agreement; any excess expenses shall be borne by Delaware Management Company, a series of Delaware Management Business Trust, at the time such Tax returns and Forms 1099 are prepared. 14. Cooperation and Exchange of Information Voyageur Tax Free Funds and Voyageur Insured Funds will provide each other and their respective representatives with such cooperation and information as either of them reasonably may request of the other in filing any Tax returns, amended return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Each party or their respective agents will retain for a period of six (6) years following the Closing all returns, schedules and work papers and all material records or other documents relating to Tax matters of Acquired Fund and Acquiring Fund for its taxable period first ending after the Closing and for all prior taxable periods. 15. Entire Agreement and Amendments This Agreement embodies the entire Agreement between the parties and there are no agreements, understandings, restrictions, or warranties between the parties other than those set forth herein or herein provided for. This Agreement may be amended only by mutual consent of the parties in writing. Neither this Agreement nor any interest herein may be assigned without the prior written consent of the other party. 16. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts together shall constitute but one instrument. 17. Notices Any notice, report, or demand required or permitted by any provision of this Agreement shall be in writing and shall be deemed to have been given if delivered or mailed, first class postage prepaid, addressed to Voyageur Insured Funds or Voyageur Tax Free Funds at 2005 Market Street, Philadelphia, PA 19103, Attention: Secretary. A-17 18. Governing Law This Agreement shall be governed by and carried out in accordance with the laws of the State of Delaware. 19. Effect of Facsimile Signature A facsimile signature of an authorized officer of a party hereto on this Agreement and/or any transfer document shall have the same effect as if executed in the original by such officer. IN WITNESS WHEREOF, Voyageur Insured Funds and Voyageur Tax Free Funds have each caused this Agreement and Plan of Reorganization to be executed on its behalf by its duly authorized officers, all as of the day and year first-above written. Voyageur Insured Funds, on behalf of the Delaware Tax-Free Minnesota Insured Fund By: (name) (title) Voyageur Tax Free Funds, on behalf of the Delaware Tax-Free Minnesota Fund By: (name) (title) A-18 EXHIBIT B PRINCIPAL HOLDERS OF SHARES - -------------------------------------------------------------------------------------------------------- FUND NAME / CLASS NAME AND ADDRESS OF ACCOUNT SHARE AMOUNT PERCENTAGE - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Insured Fund - Class A Shares ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Insured Fund - Class B Shares ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Insured Fund - Class C Shares ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------------------- B-1 - -------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Fund - Class A Shares ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Fund - Class B Shares ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------------------- Delaware Tax-Free Minnesota Fund - Class C Shares ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ - -------------------------------------------------------------------------------------------------------- B-2 DELAWARE TAX-FREE MINNESOTA INSURED FUND (THE "FUND") MEETING OF SHAREHOLDERS - NOVEMBER 30, 2006 PROXY SOLICITED BY THE BOARD OF TRUSTEES The undersigned, revoking previous proxies, hereby appoint(s) A.G. Ciavarelli, David F. Connor and Michael E. Dresnin or any of them, attorneys, with full power of substitution, to vote all shares of the Fund, as indicated above, that the undersigned is entitled to vote at the above stated Meeting of Shareholders to be held at the offices of Delaware Investments located at 2001 Market Street, 2nd Floor Auditorium, Philadelphia, PA 19103-7055 on November 30, 2006 at 3:00 p.m., Eastern Time and at any adjournments thereof. All powers may be exercised by two or more of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This proxy shall be voted on the proposal described in the Proxy Statement/Prospectus as specified on the reverse side. Receipt of the Notice of Meeting and the accompanying Proxy Statement/Prospectus is hereby acknowledged. To vote by Mail: (1) Read the Proxy Statement; (2) Check the appropriate box on the reverse side; and (3) Sign, date and return the proxy card in the envelope provided. To vote by Telephone: (1) Read the Proxy Statement and have the proxy card at hand; (2) Call [1-888-221-0697]; and (3) Follow the recorded instructions. To vote by Internet: (1) Read the Proxy Statement and have the proxy card at hand; (2) Go to www.proxyweb.com; and (3) Follow the on-line directions. MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____ OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to print this form in its current state. _____________________________________________________ SIGNATURE OF PERSON AUTHORIZING PRINTING DATE LABEL BELOW FOR MIS USE ONLY! PO# ______ DELAWARE INVESTMENTS #___ DELAWARE TAX-FREE MINNESOTA INSURED FUND ORIGINAL2UP [____________] DOREEN (DELAWARE __________________) REVISION #1 [___________] REVIEW #1 [_____________] UNLESS YOU'RE VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED. Date: __________________________ [GRAPHIC OMITTED] Signature(s) (Joint Owners) (Please sign within box) THIS PROXY CARD IS ONLY VALID WHEN SIGNED: To avoid the additional expense to the Fund of further solicitation, please date and sign name(s) above as printed on this card to authorize the voting of your shares as indicated. Persons signing as executor, administrator, trustee or other representative should give full title as such. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WITH RESPECT TO THE FUND. THE FOLLOWING MATTER IS PROPOSED BY THE FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL. IF NO SPECIFICATION IS MADE AND THIS PROXY IS SIGNED AND RETURNED, THE PROXY SHALL BE VOTED FOR THE PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT/PROSPECTUS FOR A DISCUSSION OF THE PROPOSAL. IF OTHER MATTERS PROPERLY COME BEFORE THE MEETING TO BE VOTED ON, THE SHARES REPRESENTED BY THE PROXY HOLDERS WILL BE VOTED AND CONSENTED ON THOSE MATTERS IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT. PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE DO NOT USE FINE POINT PENS. [X] Proposal: For Against Abstain 1. To approve an Agreement and Plan of [ ] [ ] [ ] Reorganization between Voyageur Insured Funds, on behalf of the Delaware Tax-Free Minnesota Insured Fund (the "Acquired Fund"), and Voyageur Tax Free Funds, on behalf of the Delaware Tax-Free Minnesota Fund (the "Acquiring Fund"), which provides for: (i) the acquisition by the Acquiring Fund of substantially all of the assets of the Acquired Fund, in exchange for shares of the Acquiring Fund; (ii) the pro rata distribution of shares of the Acquiring Fund to the shareholders of the Acquired Fund; and (iii) the liquidation and dissolution of the Acquired Fund. 2. To vote upon any other business as may properly come before the Meeting or any adjournment thereof. MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____ OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to print this form in its current state. _____________________________________________________ SIGNATURE OF PERSON AUTHORIZING PRINTING DATE LABEL BELOW FOR MIS USE ONLY! PO# ______ DELAWARE INVESTMENTS #___ DELAWARE TAX-FREE MINNESOTA INSURED FUND ORIGINAL2UP [____________] DOREEN (DELAWARE __________________) REVISION #1 [___________] REVIEW #1 [_____________] STATEMENT OF ADDITIONAL INFORMATION FOR DELAWARE TAX-FREE MINNESOTA FUND a series of VOYAGEUR TAX FREE FUNDS Dated [October 2,] 2006 Acquisition of Substantially All of the Assets of: DELAWARE TAX-FREE MINNESOTA INSURED FUND (a series of Voyageur Insured Funds) By and in exchange for shares of DELAWARE TAX-FREE MINNESOTA FUND (a series of Voyageur Tax Free Funds) This Statement of Additional Information ("SAI") relates specifically to the proposed acquisition of substantially all of the assets of Delaware Tax-Free Minnesota Insured Fund (the "Minnesota Insured Fund") in exchange for shares of Delaware Tax Free Minnesota Fund (the "Minnesota Fund"). This SAI consists of this Cover Page and the following documents, each of which is attached to and is legally considered to be a part of this SAI. 1. Statement of Additional Information of the Minnesota Fund, dated December 29, 2005 as previously filed via EDGAR is incorporated herein by reference to Voyageur Tax Free Funds' filing under Rule 497 [Accession No. 0000950116-06-000012] filed January 3, 2006 and will be mailed to any Shareholder who requests this SAI. 2. Supplements to the Statement of Additional Information of the Minnesota Fund, dated December 29, 2005 as previously filed via EDGAR are incorporated herein by reference to Voyageur Tax Free Funds' filings under Rule 497 [Accession Nos. 0000809064-06-000002, 0000910682-06-000012, 0000201670-06-000008, 0000910682-06-000019, 0000910682-06-000021] filed January 3, 2006, June 8, 2006, July 18, 2006, July 31, 2006 and August 2, 2006, respectively, and will be mailed to any Shareholder who requests this SAI. 3. Annual Report of the Minnesota Fund for the fiscal year ended August 31, 2005 as previously filed via EDGAR is incorporated herein by reference to Voyageur Tax Free Funds' N-CSR [Accession No. 0000950116-05-003423] filed November 4, 2005 and will be mailed to any Shareholder who requests this SAI. 4. Semi-Annual Report of the Minnesota Fund for the fiscal period ended February 28, 2006 as previously filed via EDGAR is incorporated herein by reference to Voyageur Tax Free Funds' N-CSR [Accession No. 0001206774-06-001111] filed May 10, 2006 and will be mailed to any Shareholder who requests this SAI. 5. Annual Report of the Minnesota Insured Fund for the fiscal year ended August 31, 2005 as previously filed via EDGAR is incorporated herein by reference to Voyageur Insured Funds' N-CSR [Accession No. 0000950116-05-003418] filed November 4, 2005 and will be mailed to any Shareholder who requests this SAI. 6. Semi-Annual Report of the Minnesota Insured Fund for the fiscal period ended February 28, 2006 as previously filed via EDGAR is incorporated herein by reference to Voyageur Insured Funds' N-CSR [Accession No. 0001206774-06-001108] filed May 10, 2006 and will be mailed to any Shareholder who requests this SAI. 7. Pro Forma Financial Statements for the reorganization of the Minnesota Insured Fund with and into the Minnesota Fund. This SAI is not a prospectus; you should read this SAI in conjunction with the Proxy Statement/Prospectus dated [October 2,] 2006, relating to the above-referenced transaction. You can request a copy of the Proxy Statement/Prospectus by calling 1-800-523-1918 or by writing to the Delaware Tax-Free Minnesota Fund at Attention: Account Services, 2005 Market Street, Philadelphia, PA 19103-7094. Delaware Tax-Free Minnesota Fund Pro Forma Portfolio of Investments(A) As of February 28, 2006 % of Total (Unaudited) Investments (Pro Forma Delaware Tax-Free Minnesota Fund Combined) Par Market Value ----------- -------------------------------------- ----------- -------------------------------------- Municipal Bonds 96.36% Airport Revenue Bonds 5.04% Minneapolis/St. Paul Metropolitan Airports Commission Revenue Series A 5.00% 1/1/22 (AMBAC) $3,440,000 $3,554,002 5.00% 1/1/22 (MBIA) 0 0 5.125% 1/1/25 (FGIC) 0 0 5.25% 1/1/16 (MBIA) 1,460,000 1,572,289 5.25% 1/1/32 (FGIC) 5,000,000 5,285,900 Minneapolis/St. Paul Metropolitian Airports Commission Revenue Series B 5.00% 1/1/35 (AMBAC) 5,145,000 5,374,569 Minneapolis/St. Paul Metropolitan Airports Commission Revenue Series C 5.125% 1/1/20 (FGIC) 0 0 5.25% 1/1/32 (FGIC) 2,250,000 2,378,655 5.50% 1/1/17 (FGIC) 2,500,000 2,685,625 --------------------- 20,851,040 --------------------- Combined Utilities 0.46% Shakopee Public Utilities Commission Revenue 5.125% 2/1/26 (MBIA) 1,000,000 1,034,920 --------------------- 1,034,920 --------------------- Continuing Care/Retirement Revenue Bonds 2.78% Apple Valley, Minnesota Economic Development Authority Health Care Revenue (Augustana Home St. Paul Project) Series A 6.00% 1/1/40 2,700,000 2,733,966 Apple Valley, Minnesota Economic Development Authority Health Care Revenue (Evercare Senior Living Project) Series A 6.125% 6/1/35 4,000,000 3,980,680 Bloomington Housing & Redevelopment Authority Housing Revenue (Senior Summerhouse Bloomington Project, Presbyterian Homes Housing & Assisted Living, Inc.) 6.125% 5/1/35 3,420,000 3,495,479 Minneapolis Health Care Facility Revenue (Jones-Harrison Residence Project) 5.60% 10/1/30 1,550,000 1,551,163 Minnesota Agriculture & Economic Development Board Revenue (Benedictine Health Systems) 5.75% 2/1/29 1,895,000 1,917,948 Rochester, Minnesota Multifamily Revenue (Wedum Shorewood Campus Project) 6.60% 6/1/36 3,890,000 4,020,510 --------------------- 17,699,746 --------------------- Corporate-Backed Revenue Bonds 2.92% Cloquet Pollution Control Revenue (Potlatch Corp. Project) 5.90% 10/1/26 6,500,000 6,585,085 Sartell Environmental Improvement Revenue (International Paper) Series A 5.20% 6/1/27 5,465,000 5,595,559 Seaway Port Authority of Duluth Industrial Development Dock & Wharf Revenues (Cargill, Inc. Project) Series E 6.125% 11/1/14 4,500,000 4,608,045 --------------------- 16,788,689 --------------------- Dedicated Tax & Fees Revenue Bonds 1.10% ^Minneapolis Community Development Agency Tax Increment Revenue 6.674% 9/1/09 (MBIA) 5,750,000 5,086,220 Virgin Islands Public Finance Authority (Matching Fund Loan) Series A 5.25% 10/1/22 0 0 --------------------- 5,086,220 --------------------- Electric & Gas Revenue Bonds 10.74% Chaska Electric Revenue (Generating Facilitites) Series A 5.00% 10/1/30 3,000,000 3,106,230 Laurentian Energy Authority I Series A 5.00% 12/1/21 8,000,000 8,104,879 Minnesota State Municipal Power Agency Series A 5.00% 10/1/34 4,250,000 4,388,550 Series A 5.125% 10/1/29 3,000,000 3,138,780 5.00% 10/1/35 3,000,000 3,106,230 Northern Minnesota Municipal Power Agency Electric System ^Revenue Series A 5.849% 1/1/09 (AMBAC) 3,815,000 3,455,818 Revenue Series B 4.75% 1/1/20 (AMBAC) 2,500,000 2,582,675 &Northern Municipal Power Agency Electric System Revenue, Inverse Floater ROLs Series II-R-32 7.176% 1/1/13 (FSA) 0 0 Puerto Rico Electric Power Authority Power Revenue Series GG 4.75% 9/1/21 (FSA) 0 0 Series OO 5.00% 7/1/13 (CIFG) 0 0 Rochester Electric Utilities Revenue 5.25% 12/1/30 4,915,000 5,127,623 Southern Minnesota Municipal Power Agency Supply System Revenue Series A 5.00% 1/1/12 (AMBAC) 4,205,000 4,504,438 5.00% 1/1/13 (MBIA) 5,820,000 6,271,516 5.25% 1/1/15 (AMBAC) 3,000,000 3,320,370 &Southern Minnesota Municipal Power Agency Supply System Revenue, Inverse Floater ROLs Series II-R-189-3 7.196% 1/1/14 (AMBAC) 2,000,000 2,397,040 Series II-R-189 7.316% 1/1/15 (AMBAC) 2,950,000 3,580,061 Western Minnesota Municipal Power Agency Series B 5.00% 1/1/15 (MBIA) 0 0 --------------------- 53,084,210 --------------------- Escrowed to Maturity Bonds 6.74% Dakota/Washington Counties Housing & Redevelopment Authority Anoka Single Family Residential Mortgage Revenue 8.45% 9/1/19 (GNMA) (AMT) 0 0 Dakota/Washington Counties Housing & Redevelopment Authority Bloomington Mortage Single Family Residential Mortgage Revenue 8.15% 9/1/16 (GNMA) (MBIA) (AMT) 0 0 8.375% 9/1/21 (GNMA) (MBIA) (AMT) 0 0 Southern Minnesota Municipal Power Agency Supply Revenue Series A 5.75% 1/1/18 0 0 5.75% 1/1/18 (AMBAC) 0 0 Southern Minnesota Municipal Power Agency Supply System Revenue Series B 5.50% 1/1/15 (AMBAC) 990,000 1,058,389 Western Minnesota Municipal Power Agency Supply Revenue Series A 6.60% 1/1/10 0 0 9.75% 1/1/16 (MBIA) 185,000 269,649 --------------------- 1,328,038 --------------------- Higher Education Revenue Bonds 5.22% Minnesota State Colleges & Universities Revenue Fund Series A 5.00% 10/1/22 (FSA) 0 0 5.00% 10/1/29 (MBIA) 1,665,000 1,769,878 Minnesota State Higher Education Facilities Authority Revenue (Augsburg College) Series 6-C 5.00% 5/1/20 1,250,000 1,303,138 (College of St. Benedict) Series 4-G 6.20% 3/1/16 1,000,000 1,001,520 (Hamline University) Series 4-1 6.00% 10/1/12 270,000 271,909 6.00% 10/1/16 390,000 394,298 (St. Catherine College) Series 5-N1 5.00% 10/1/18 5.25% 10/1/22 1,500,000 1,572,645 5.375% 10/1/32 1,000,000 1,052,010 St. Cloud Housing & Redevelopment Authority Revenue (State University Foundation Project) 5.00% 5/1/23 0 0 University of Minnesota Series A 5.50% 7/1/21 2,000,000 2,313,420 &University of Minnesota, Inverse Floater ROLs Series II-R-29 7.683% 7/1/21 5,250,000 6,895,349 8.19% 7/1/18 1,920,000 2,612,506 --------------------- 19,186,673 --------------------- Hospital Revenue Bonds 18.37% Bemidji Health Care Facilities First Meeting Revenue (North Country Health Services) 5.00% 9/1/24 (RADIAN) 740,000 769,985 6.05% 9/1/16 600,000 600,978 6.05% 9/1/24 1,825,000 1,827,902 Breckenridge Catholic Health Initiatives 5.00% 5/1/30 2,000,000 2,092,720 Duluth Economic Development Authority Health Care Facilities Revenue Benedictine Health System (St. Mary's Hospital) 5.25% 2/15/28 0 0 5.25% 2/15/33 10,000,000 10,331,499 5.50% 2/15/23 1,000,000 1,065,950 Maple Grove Health Care Facilities Revenue (North Memorial Health Care) 5.00% 9/1/29 1,000,000 1,035,590 5.00% 9/1/35 5,850,000 6,012,689 Marshall Medical Center Gross Revenue (Weiner Memorial Medical Center Project) 6.00% 11/1/28 1,000,000 1,047,280 Minneapolis Health Care System Revenue (Allina Health Systems) Series A 5.75% 11/15/32 9,500,000 10,206,420 (Fairview Health Services) Series D 5.00% 11/15/30 (AMBAC) 1,500,000 1,580,130 5.00% 11/15/34 (AMBAC) 2,500,000 2,625,650 Minneapolis/St. Paul Housing & Redevelopment Authority Health Care System Revenue (Allina Health Systems) 5.00% 11/15/13 (AMBAC) 0 0 (Healthpartners Obligation Group Project) 5.625% 12/1/22 0 0 5.875% 12/1/29 0 0 Minnesota Agricultural & Economic Development Broad Revenue (Fairview Health Care System) Series A 5.75% 11/15/26 (MBIA) 0 0 6.375% 11/15/29 15,000 16,293 Rochester Health Care Facilities Revenue (Mayo Foundation) Series B 5.50% 11/15/27 700,000 731,129 &Rochester Health Care Facilities Revenue (Mayo Foundation), Inverse Floater ROLs Series II-R-28 Series A 7.683% 11/15/27 2,100,000 2,286,795 Series B 7.683% 11/15/27 8,375,000 9,119,956 Shakopee Health Care Facilities Revenue (St. Francis Regional Medical Center) 5.10% 9/1/25 2,000,000 2,068,740 5.25% 9/1/34 7,000,000 7,223,790 St. Louis Park Health Care Facilities Revenue (Park Nicollet Health Services) Series B 5.25% 7/1/30 9,420,000 9,790,018 5.50% 7/1/25 0 0 St. Paul Housing & Redevelopment Authority Hospital Revenue (Health East Project) Series A 5.70% 11/1/15 1,300,000 1,346,579 6.00% 11/15/35 4,340,000 4,703,735 St. Paul Housing & Redevelopment Authority Hospital Revenue (St. Paul/Ramsey Medical Center Project) 5.50% 5/15/13 (AMBAC) 0 0 Washington County Housing & Redevelopment Authority Hospital Facilities Revenue (Health East Project) 5.50% 11/15/27 1,000,000 1,021,320 Willmar (Rice Memorial Hospital Project) 5.00% 2/1/22 (FSA) 0 0 5.00% 2/1/25 (FSA) 0 0 --------------------- 77,505,148 --------------------- Multifamily Housing Revenue Bonds 6.84% Brooklyn Center Multifamily Housing Revenue (Shingle Creek) 5.40% 5/20/43 (GNMA) (AMT) 1,000,000 1,027,530 Carver County Housing & Redevelopment Authority Multifamily Revenue (Lake Grace Apartments Project) Series A 6.00% 7/1/28 1,435,000 1,475,654 Eagan Multifamily Revenue (Woodridge Apartments) 5.90% 8/1/20 (GNMA) 0 0 Eden Prairie Multifamily Housing Revenue (Tanager Creek) Series A 8.05% 6/20/31 (GNMA) 7,605,000 7,883,495 Hopkins Multifamily Housing Revenue (Auburn Apartments Project) Series A 8.05% 6/20/31 (GNMA) 0 0 Hopkins Multifamily Housing Revenue (Hopkins Renaissance Project-Section 8) 6.375% 4/1/20 1,000,000 1,033,380 @Hutchinson Multifamily Housing Revenue (Evergreen Apartments Project-Section 8) 5.75% 11/1/28 910,000 849,412 Minneapolis Multifamily Housing Revenue (Bottineau Commons Project) 5.45% 4/20/43 (GNMA) (AMT) 0 0 (Grant Street Apartments Project) Series A 7.25% 11/1/29 750,000 767,865 (Seward Towers Project) 5.00% 5/20/36 (GNMA) 4,000,000 4,163,200 (Sumner Field) Series A 5.50% 11/20/26 (GNMA) (AMT) 1,000,000 1,046,490 (Trinity Apartments-Section 8) Series A 6.75% 5/1/21 1,810,000 1,869,459 Minnesota State Housing Finance Agency Rental Housing Revenue Series C-2 5.95% 2/1/15 (AMBAC) 0 0 @Park Rapids Multifamily Revenue (The Court Apartments Project-Section 8) 6.30% 2/1/20 2,870,000 2,670,018 St. Cloud Housing & Redevelopment Authority Revenue (Sterling Heights Apartments Project) 7.55% 4/1/39 (AMT) 1,000,000 1,046,310 Stillwater Multifamily Housing Revenue (Stillwater Cottages Project) Series A 7.00% 11/1/27 1,000,000 1,027,260 7.25% 11/1/27 (AMT) 1,540,000 1,583,459 Wadena Housing & Redevelopment Authority Multifamily Housing Revenue (Humphrey Manor East Project) 6.00% 2/1/19 1,860,000 1,832,825 Washington County Housing & Redevelopment Authority Governmental Revenue (Briar Pond) Series C 7.25% 8/20/34 960,000 894,173 White Bear Lake Multifamily Revenue (Lake Square) Series A 5.875% 2/1/15 (FHA) 0 0 Willmar Housing & Redevelopment Authority Multifamily Housing Revenue (Highland Apartments-Section 8) 5.85% 6/1/19 960,000 960,000 --------------------- 30,130,530 --------------------- Municipal Lease Revenue Bonds 3.59% Hopkins Housing & Redevelopment Authority Public Works and Fire Station Series A 5.00% 2/1/23 (MBIA) 0 0 Minneapolis Special School District #001 Series A 5.00% 2/1/18 (FSA) 0 0 5.00% 2/1/19 (FSA) 0 0 5.00% 2/1/20 (FSA) 0 0 Puerto Rico Public Buildings Authority Revenue (Government Facilities) Series D 5.25% 7/1/36 1,070,000 1,124,014 St. Paul Port Authority Lease Revenue (Cedar Street Office Building Project) 5.00% 12/1/22 2,500,000 2,659,100 5.125% 12/1/27 1,000,000 1,059,890 5.25% 12/1/27 0 0 (Robert Street Office Building Project) 4.75% 12/1/23 2,000,000 2,064,720 5.00% 12/1/27 2,500,000 2,635,325 Series 9 5.25% 12/1/27 725,000 776,163 --------------------- 10,319,212 --------------------- Political Subdivision General Obligation Bonds 2.62% Dakota County Capital Improvement Series A 4.75% 2/1/26 1,000,000 1,025,780 Dakota County Community Development Agency Governmental Housing Development 5.00% 1/1/21 0 0 Hennepin County Regional Railroad Authority 5.00% 12/1/31 4,030,000 4,203,169 Metropolitan Council Waste Water Treatment Series B 5.00% 12/1/21 1,200,000 1,291,068 Minneapolis Library 5.00% 12/1/25 1,500,000 1,589,070 Ramsey County State Aid Series C 5.00% 2/1/28 1,060,000 1,116,646 St. Peter's Hospital Series A 5.00% 9/1/24 (MBIA) 1,905,000 2,002,117 Todd Morrison Cass & Wadena Counties United Hospital District (Health Care Facilities Lakewood) 5.00% 12/1/21 2,000,000 2,081,140 5.00% 12/1/34 1,000,000 1,021,260 5.125% 12/1/24 1,000,000 1,043,660 --------------------- 15,373,910 --------------------- §Pre-Refunded Bonds 8.81% Chaska Electric Revenue Series A 6.00% 10/1/25-10 1,000,000 1,104,040 Little Canada Multifamily Housing Revenue Alternative Development (Montreal Courts Apartments Project) Series A 6.10% 12/1/17-07 1,270,000 1,308,760 6.25% 12/1/27-07 2,900,000 3,023,453 Minneapolis Community Development Agency (Supported Development Revenue) Series G-3 5.45% 12/1/31-11 0 0 Minneapolis Health Care System Revenue (Fairview Health Services) Series A 5.625% 5/15/32-12 11,525,000 12,851,183 Minneapolis Tax Increment Revenue Series E 5.00% 3/1/13-09 6,265,000 6,543,479 Minnesota Agricultural & Economic Development Board Revenue (Fairview Health Care System) Series A 5.75% 11/15/26-07 (MBIA) 0 0 6.375% 11/15/29-10 485,000 545,591 Minnesota Higher Education Facilities Series 4-1 6.00% 10/1/12-06 980,000 994,739 6.00% 10/1/16-06 1,400,000 1,421,056 Minnesota Public Facilities Authority Water Pollution Control Revenue Series A 5.00% 3/1/20-10 3,000,000 3,166,710 Series B 4.75% 3/1/19-09 2,000,000 2,073,580 Puerto Rico Public Buildings Authority Guaranteed Government Facilities Revenue Series D 5.25% 7/1/36-12 2,930,000 3,180,163 Southern Minnesota Municipal Power Agency Supply System Revenue Series A 5.75% 1/1/18-16 (MBIA) 1,000,000 1,068,730 --------------------- 37,281,484 --------------------- School District General Obligation Bonds 14.71% Big Lake Independent School District #727 Series A 5.00% 2/1/17 (FSA) 0 0 5.00% 2/1/20 (FSA) 0 0 Bloomington Independent School District #271 Series B 5.00% 2/1/17 5,300,000 5,540,143 Cambridge Independent School District #911 Series A 4.75% 2/1/30 (MBIA) 1,035,000 1,064,166 Centennial Independent School District #012 Series A 5.00% 2/1/18 (FSA) 0 0 Farmington Independent School District #192 Capital Appreciation Series B 5.00% 2/1/27 (FSA) 6,705,000 7,113,401 ^5.34% 2/1/21 (FSA) 1,500,000 720,420 ^5.422% 2/1/20 (FSA) 1,650,000 836,798 ^Lakeville Independent School District #194 Capital Appreciation Series B 5.450% 2/1/19 (FSA) 8,000,000 4,197,920 Lakeville Independent School District #194 Series A 4.75% 2/1/22 (FSA) 5,500,000 5,731,990 ^Mahtomedi Independent School District #832 Capital Appreciation Series B 5.898% 2/1/14 (MBIA) 1,540,000 1,130,144 Morris Independent School District #769 5.00% 2/1/24 (MBIA) 0 0 Mounds View Independent School District #621 5.00% 2/1/20 (MBIA) 0 0 5.375% 2/1/24 (FGIC) 0 0 Osseo Independent School District #279 Series A 5.00% 2/1/21 (FSA) Prior Lake Independent School District #719 Series B 5.00% 2/1/19 (FSA) 3,145,000 3,390,027 Robbinsdale Independent School District #281 5.00% 2/1/21 (FSA) 0 0 &Rockford Independent School District #883, Inverse Floater ROLs Series II-R-30-A 7.936% 2/1/23 (FSA) 3,510,000 4,014,352 Series II-R-30-B 7.886% 2/1/21 (FSA) 0 0 ^Rosemont Independent School District #196 Capital Appreciation Series B 5.80% 4/1/09 (FSA) 0 0 5.85% 4/1/10 (FSA) 0 0 5.931% 4/1/11 (FSA) 2,600,000 2,161,588 5.96% 4/1/12 (FSA) 1,850,000 1,474,598 6.008% 4/1/13 (FSA) 1,915,000 1,461,854 ^Sartell Independent School District #748 Capital Appreciation Series B 5.976% 2/1/13 (MBIA) 540,000 412,285 6.099% 2/1/15 (MBIA) 1,075,000 753,134 6.15% 2/1/16 (MBIA) 1,750,000 1,172,500 ^Sauk Rapids Independent School District #047 Series B 5.982% 2/1/15 (FSA) 0 0 6.083% 2/1/17 (FSA) 0 0 &South Washington County Independent School District #833, Inverse Floater ROLs Series II-R-34-A 7.886% 2/1/20 (MBIA) 0 0 7.886% 2/1/21 (MBIA) 0 0 St. Michael Independent School District #885 5.00% 2/1/20 (FSA) 0 0 5.00% 2/1/27 (FSA) 0 0 --------------------- 41,175,320 --------------------- Single Family Housing Revenue Bonds 0.74% Dakota County Housing & Redevelopment Authority Single Family Mortgage Revenue Series B 5.85% 10/1/30 (GNMA) (FNMA) (AMT) 0 0 Minnesota State Housing Finance Agency Single Family Mortgage Series A 5.30% 7/1/19 635,000 665,601 Series B 5.35% 1/1/33 (AMT) 2,970,000 3,046,091 Series J 5.90% 7/1/28 (AMT) 525,000 542,640 St. Louis Park Residential Mortgage Revenue Series A 7.25% 4/20/23 (GNMA) 128,000 128,099 --------------------- 4,382,431 --------------------- State General Obligation Bonds 3.51% Minnesota State 5.00% 11/1/20 (FSA) 8,175,000 8,644,245 5.00% 8/1/21 2,400,000 2,559,648 Minnesota State Refunding Various Purposes 5.00% 6/1/13 5,175,000 5,346,189 --------------------- 16,550,082 --------------------- Tax Increment / Special Assessment Bonds 0.32% Minneapolis Tax Increment Revenue (St. Anthony Falls Project) 5.75% 2/1/27 1,000,000 1,021,310 St. Paul Housing & Redevelopment Authority Tax Increment (Upper Landing Project) Series A 6.80% 3/1/29 1,000,000 1,015,440 --------------------- 2,036,750 --------------------- Territorial General Obligation Bonds 1.00% Puerto Rico Commonwealth Public Improvement Series A 5.00% 7/1/34 4,500,000 4,637,430 5.50% 7/1/19 (MBIA) 1,500,000 1,738,380 --------------------- 6,375,810 --------------------- Water & Sewer Revenue Bonds 0.86% &Minnesota Public Facilities Authority Water Pollution Control Revenue, Inverse Floater ROLs Series II-R-31 7.176% 3/1/18 5,000,000 5,509,550 --------------------- 5,509,550 --------------------- Total Municipal Bonds 381,699,763 --------------------- Short-Term Investments 3.64% Money Market Instruments 0.55% Federated Minnesota Municipal Cash Trust 2,823,937 2,823,937 --------------------- 2,823,937 --------------------- oVariable Rate Demand Notes 3.08% Hennepin County Series A 3.05% 12/1/25 (SPA) 6,150,000 6,150,000 Midwest Consortium of Municipal Utilites Revenue Series A (LOC - U.S. Bank N.A.) 3.20% 1/1/25 2,000,000 2,000,000 Minneapolis Convention Center Series A 3.05% 12/1/14 (SPA) 1,570,000 1,570,000 3.05% 12/1/18 1,200,000 1,200,000 Minneapolis Guthrie Parking Ramp 3.05% 12/1/33 (SPA) 2,895,000 2,895,000 Minneapolis Library 3.05% 12/1/32 1,035,000 1,035,000 Minneapolis Tax Increment Mill Quarter 3.05% 3/1/32 (SPA) 1,060,000 1,060,000 Minnesota State Higher Education St. Catherine 3.15% 10/1/32 700,000 700,000 --------------------- 16,610,000 --------------------- 19,433,937 --------------------- Total Investments at Market 100.00% 401,133,700 ===================== Total Investments at Cost 382,564,603 ===================== Delaware Tax-Free Minnesota Fund Pro Forma Portfolio of Investments(A) As of February 28, 2006 (Unaudited) Delaware Tax-Free Minnesota Insured Fund Par Market Value -------------------------------------------- -------------------------------------------- Municipal Bonds Airport Revenue Bonds Minneapolis/St. Paul Metropolitan Airports Commission Revenue Series A 5.00% 1/1/22 (AMBAC) $0 $0 5.00% 1/1/22 (MBIA) 2,000,000 2,100,860 5.125% 1/1/25 (FGIC) 100,000 104,293 5.25% 1/1/16 (MBIA) 0 0 5.25% 1/1/32 (FGIC) 0 0 Minneapolis/St. Paul Metropolitian Airports Commission Revenue Series B 5.00% 1/1/35 (AMBAC) 0 0 Minneapolis/St. Paul Metropolitan Airports Commission Revenue Series C 5.125% 1/1/20 (FGIC) 2,000,000 2,113,820 5.25% 1/1/32 (FGIC) 6,595,000 6,972,102 5.50% 1/1/17 (FGIC) 0 0 ---------------------- 11,291,075 ---------------------- Combined Utilities Shakopee Public Utilities Commission Revenue 5.125% 2/1/26 (MBIA) 1,850,000 1,914,602 ---------------------- 1,914,602 ---------------------- Continuing Care/Retirement Revenue Bonds Apple Valley, Minnesota Economic Development Authority Health Care Revenue (Augustana Home St. Paul Project) Series A 6.00% 1/1/40 0 0 Apple Valley, Minnesota Economic Development Authority Health Care Revenue (Evercare Senior Living Project) Series A 6.125% 6/1/35 0 0 Bloomington Housing & Redevelopment Authority Housing Revenue (Senior Summerhouse Bloomington Project, Presbyterian Homes Housing & Assisted Living, Inc.) 6.125% 5/1/35 0 0 Minneapolis Health Care Facility Revenue (Jones-Harrison Residence Project) 5.60% 10/1/30 0 0 Minnesota Agriculture & Economic Development Board Revenue (Benedictine Health Systems) 5.75% 2/1/29 0 0 Rochester, Minnesota Multifamily Revenue (Wedum Shorewood Campus Project) 6.60% 6/1/36 0 0 ---------------------- 0 ---------------------- Corporate-Backed Revenue Bonds Cloquet Pollution Control Revenue (Potlatch Corp. Project) 5.90% 10/1/26 0 0 Sartell Environmental Improvement Revenue (International Paper) Series A 5.20% 6/1/27 1,800,000 1,843,002 Seaway Port Authority of Duluth Industrial Development Dock & Wharf Revenues (Cargill, Inc. Project) Series E 6.125% 11/1/14 0 0 ---------------------- 1,843,002 ---------------------- Dedicated Tax & Fees Revenue Bonds ^Minneapolis Community Development Agency Tax Increment Revenue 6.674% 9/1/09 (MBIA) 0 0 Virgin Islands Public Finance Authority (Matching Fund Loan) Series A 5.25% 10/1/22 1,785,000 1,919,607 ---------------------- 1,919,607 ---------------------- Electric & Gas Revenue Bonds Chaska Electric Revenue (Generating Facilitites) Series A 5.00% 10/1/30 0 0 Laurentian Energy Authority I Series A 5.00% 12/1/21 0 0 Minnesota State Municipal Power Agency Series A 5.00% 10/1/34 2,000,000 2,065,200 Series A 5.125% 10/1/29 0 0 5.00% 10/1/35 0 0 Northern Minnesota Municipal Power Agency Electric System ^Revenue Series A 5.849% 1/1/09 (AMBAC) 0 0 Revenue Series B 4.75% 1/1/20 (AMBAC) 0 0 &Northern Municipal Power Agency Electric System Revenue, Inverse Floater ROLs Series II-R-32 7.176% 1/1/13 (FSA) 4,585,000 5,172,201 Puerto Rico Electric Power Authority Power Revenue Series GG 4.75% 9/1/21 (FSA) 1,000,000 1,036,980 Series OO 5.00% 7/1/13 (CIFG) 3,640,000 3,942,848 Rochester Electric Utilities Revenue 5.25% 12/1/30 0 0 Southern Minnesota Municipal Power Agency Supply System Revenue Series A 5.00% 1/1/12 (AMBAC) 0 0 5.00% 1/1/13 (MBIA) 0 0 5.25% 1/1/15 (AMBAC) 1,500,000 1,660,185 &Southern Minnesota Municipal Power Agency Supply System Revenue, Inverse Floater ROLs Series II-R-189-3 7.196% 1/1/14 (AMBAC) 0 0 Series II-R-189 7.316% 1/1/15 (AMBAC) 0 0 Western Minnesota Municipal Power Agency Series B 5.00% 1/1/15 (MBIA) 1,365,000 1,485,366 ---------------------- 15,362,780 ---------------------- Escrowed to Maturity Bonds Dakota/Washington Counties Housing & Redevelopment Authority Anoka Single Family Residential Mortgage Revenue 8.45% 9/1/19 (GNMA) (AMT) 9,000,000 12,985,200 Dakota/Washington Counties Housing & Redevelopment Authority Bloomington Mortage Single Family Residential Mortgage Revenue 8.15% 9/1/16 (GNMA) (MBIA) (AMT) 405,000 546,839 8.375% 9/1/21 (GNMA) (MBIA) (AMT) 14,115,000 20,769,093 Southern Minnesota Municipal Power Agency Supply Revenue Series A 5.75% 1/1/18 3,790,000 4,050,487 5.75% 1/1/18 (AMBAC) 670,000 716,049 Southern Minnesota Municipal Power Agency Supply System Revenue Series B 5.50% 1/1/15 (AMBAC) 0 0 Western Minnesota Municipal Power Agency Supply Revenue Series A 6.60% 1/1/10 1,650,000 1,766,127 9.75% 1/1/16 (MBIA) 530,000 772,507 ---------------------- 41,606,302 ---------------------- Higher Education Revenue Bonds Minnesota State Colleges & Universities Revenue Fund Series A 5.00% 10/1/22 (FSA) 5,135,000 5,455,783 5.00% 10/1/29 (MBIA) 4,000,000 4,251,960 Minnesota State Higher Education Facilities Authority Revenue (Augsburg College) Series 6-C 5.00% 5/1/20 0 0 (College of St. Benedict) Series 4-G 6.20% 3/1/16 0 0 (Hamline University) Series 4-1 6.00% 10/1/12 0 0 6.00% 10/1/16 0 0 (St. Catherine College) Series 5-N1 5.00% 10/1/18 2,200,000 2,284,304 5.25% 10/1/22 0 0 5.375% 10/1/32 0 0 St. Cloud Housing & Redevelopment Authority Revenue (State University Foundation Project) 5.00% 5/1/23 2,000,000 2,096,660 University of Minnesota Series A 5.50% 7/1/21 0 0 &University of Minnesota, Inverse Floater ROLs Series II-R-29 7.683% 7/1/21 0 0 8.19% 7/1/18 0 0 ---------------------- 14,088,707 ---------------------- Hospital Revenue Bonds Bemidji Health Care Facilities First Meeting Revenue (North Country Health Services) 5.00% 9/1/24 (RADIAN) 0 0 6.05% 9/1/16 0 0 6.05% 9/1/24 0 0 Breckenridge Catholic Health Initiatives 5.00% 5/1/30 0 0 Duluth Economic Development Authority Health Care Facilities Revenue Benedictine Health System (St. Mary's Hospital) 5.25% 2/15/28 8,500,000 8,810,250 5.25% 2/15/33 0 0 5.50% 2/15/23 0 0 Maple Grove Health Care Facilities Revenue (North Memorial Health Care) 5.00% 9/1/29 0 0 5.00% 9/1/35 0 0 Marshall Medical Center Gross Revenue (Weiner Memorial Medical Center Project) 6.00% 11/1/28 0 0 Minneapolis Health Care System Revenue (Allina Health Systems) Series A 5.75% 11/15/32 7,800,000 8,380,008 (Fairview Health Services) Series D 5.00% 11/15/30 (AMBAC) 0 0 5.00% 11/15/34 (AMBAC) 8,250,000 8,664,645 Minneapolis/St. Paul Housing & Redevelopment Authority Health Care System Revenue (Allina Health Systems) 5.00% 11/15/13 (AMBAC) 6,490,000 6,497,658 (Healthpartners Obligation Group Project) 5.625% 12/1/22 650,000 698,932 5.875% 12/1/29 1,000,000 1,078,600 Minnesota Agricultural & Economic Development Broad Revenue (Fairview Health Care System) Series A 5.75% 11/15/26 (MBIA) 180,000 189,504 6.375% 11/15/29 0 0 Rochester Health Care Facilities Revenue (Mayo Foundation) Series B 5.50% 11/15/27 0 0 &Rochester Health Care Facilities Revenue (Mayo Foundation), Inverse Floater ROLs Series II-R-28 Series A 7.683% 11/15/27 0 0 Series B 7.683% 11/15/27 0 0 Shakopee Health Care Facilities Revenue (St. Francis Regional Medical Center) 5.10% 9/1/25 0 0 5.25% 9/1/34 0 0 St. Louis Park Health Care Facilities Revenue (Park Nicollet Health Services) Series B 5.25% 7/1/30 0 0 5.50% 7/1/25 2,000,000 2,135,540 St. Paul Housing & Redevelopment Authority Hospital Revenue (Health East Project) Series A 5.70% 11/1/15 0 0 6.00% 11/15/35 0 0 St. Paul Housing & Redevelopment Authority Hospital Revenue (St. Paul/Ramsey Medical Center Project) 5.50% 5/15/13 (AMBAC) 1,000,000 1,001,620 Washington County Housing & Redevelopment Authority Hospital Facilities Revenue (Health East Project) 5.50% 11/15/27 0 0 Willmar (Rice Memorial Hospital Project) 5.00% 2/1/22 (FSA) 1,000,000 1,060,250 5.00% 2/1/25 (FSA) 1,000,000 1,055,290 ---------------------- 39,572,297 ---------------------- Multifamily Housing Revenue Bonds Brooklyn Center Multifamily Housing Revenue (Shingle Creek) 5.40% 5/20/43 (GNMA) (AMT) 0 0 Carver County Housing & Redevelopment Authority Multifamily Revenue (Lake Grace Apartments Project) Series A 6.00% 7/1/28 0 0 Eagan Multifamily Revenue (Woodridge Apartments) 5.90% 8/1/20 (GNMA) 1,000,000 1,033,180 Eden Prairie Multifamily Housing Revenue (Tanager Creek) Series A 8.05% 6/20/31 (GNMA) 0 0 Hopkins Multifamily Housing Revenue (Auburn Apartments Project) Series A 8.05% 6/20/31 (GNMA) 3,790,000 3,931,708 Hopkins Multifamily Housing Revenue (Hopkins Renaissance Project-Section 8) 6.375% 4/1/20 0 0 @Hutchinson Multifamily Housing Revenue (Evergreen Apartments Project-Section 8) 5.75% 11/1/28 0 0 Minneapolis Multifamily Housing Revenue (Bottineau Commons Project) 5.45% 4/20/43 (GNMA) (AMT) 1,500,000 1,571,325 (Grant Street Apartments Project) Series A 7.25% 11/1/29 0 0 (Seward Towers Project) 5.00% 5/20/36 (GNMA) 4,000,000 4,163,200 (Sumner Field) Series A 5.50% 11/20/26 (GNMA) (AMT) 0 0 (Trinity Apartments-Section 8) Series A 6.75% 5/1/21 0 0 Minnesota State Housing Finance Agency Rental Housing Revenue Series C-2 5.95% 2/1/15 (AMBAC) 1,642,000 1,660,505 @Park Rapids Multifamily Revenue (The Court Apartments Project-Section 8) 6.30% 2/1/20 0 0 St. Cloud Housing & Redevelopment Authority Revenue (Sterling Heights Apartments Project) 7.55% 4/1/39 (AMT) 0 0 Stillwater Multifamily Housing Revenue (Stillwater Cottages Project) Series A 7.00% 11/1/27 0 0 7.25% 11/1/27 (AMT) 0 0 Wadena Housing & Redevelopment Authority Multifamily Housing Revenue (Humphrey Manor East Project) 6.00% 2/1/19 0 0 Washington County Housing & Redevelopment Authority Governmental Revenue (Briar Pond) Series C 7.25% 8/20/34 0 0 White Bear Lake Multifamily Revenue (Lake Square) Series A 5.875% 2/1/15 (FHA) 1,055,000 1,088,222 Willmar Housing & Redevelopment Authority Multifamily Housing Revenue (Highland Apartments-Section 8) 5.85% 6/1/19 0 0 ---------------------- 13,448,140 ---------------------- Municipal Lease Revenue Bonds Hopkins Housing & Redevelopment Authority Public Works and Fire Station Series A 5.00% 2/1/23 (MBIA) 1,210,000 1,277,651 Minneapolis Special School District #001 Series A 5.00% 2/1/18 (FSA) 1,545,000 1,638,704 5.00% 2/1/19 (FSA) 1,535,000 1,628,098 5.00% 2/1/20 (FSA) 1,690,000 1,788,831 Puerto Rico Public Buildings Authority Revenue (Government Facilities) Series D 5.25% 7/1/36 0 0 St. Paul Port Authority Lease Revenue (Cedar Street Office Building Project) 5.00% 12/1/22 0 0 5.125% 12/1/27 2,000,000 2,119,780 5.25% 12/1/27 3,840,000 4,096,973 (Robert Street Office Building Project) 4.75% 12/1/23 0 0 5.00% 12/1/27 0 0 Series 9 5.25% 12/1/27 0 0 ---------------------- 12,550,037 ---------------------- Political Subdivision General Obligation Bonds Dakota County Capital Improvement Series A 4.75% 2/1/26 0 0 Dakota County Community Development Agency Governmental Housing Development 5.00% 1/1/21 1,275,000 1,336,366 Hennepin County Regional Railroad Authority 5.00% 12/1/31 0 0 Metropolitan Council Waste Water Treatment Series B 5.00% 12/1/21 0 0 Minneapolis Library 5.00% 12/1/25 0 0 Ramsey County State Aid Series C 5.00% 2/1/28 0 0 St. Peter's Hospital Series A 5.00% 9/1/24 (MBIA) 0 0 Todd Morrison Cass & Wadena Counties United Hospital District (Health Care Facilities Lakewood) 5.00% 12/1/21 0 0 5.00% 12/1/34 0 0 5.125% 12/1/24 0 0 ---------------------- 1,336,366 ---------------------- §Pre-Refunded Bonds Chaska Electric Revenue Series A 6.00% 10/1/25-10 0 0 Little Canada Multifamily Housing Revenue Alternative Development (Montreal Courts Apartments Project) Series A 6.10% 12/1/17-07 0 0 6.25% 12/1/27-07 0 0 Minneapolis Community Development Agency (Supported Development Revenue) Series G-3 5.45% 12/1/31-11 2,000,000 2,185,100 Minneapolis Health Care System Revenue (Fairview Health Services) Series A 5.625% 5/15/32-12 5,400,000 6,021,378 Minneapolis Tax Increment Revenue Series E 5.00% 3/1/13-09 0 0 Minnesota Agricultural & Economic Development Board Revenue (Fairview Health Care System) Series A 5.75% 11/15/26-07 (MBIA) 10,070,000 10,653,758 6.375% 11/15/29-10 0 0 Minnesota Higher Education Facilities Series 4-1 6.00% 10/1/12-06 0 0 6.00% 10/1/16-06 0 0 Minnesota Public Facilities Authority Water Pollution Control Revenue Series A 5.00% 3/1/20-10 0 0 Series B 4.75% 3/1/19-09 0 0 Puerto Rico Public Buildings Authority Guaranteed Government Facilities Revenue Series D 5.25% 7/1/36-12 0 0 Southern Minnesota Municipal Power Agency Supply System Revenue Series A 5.75% 1/1/18-16 (MBIA) 0 0 ---------------------- 18,860,236 ---------------------- School District General Obligation Bonds Big Lake Independent School District #727 Series A 5.00% 2/1/17 (FSA) 1,040,000 1,088,672 5.00% 2/1/20 (FSA) 1,000,000 1,046,800 Bloomington Independent School District #271 Series B 5.00% 2/1/17 0 0 Cambridge Independent School District #911 Series A 4.75% 2/1/30 (MBIA) 0 0 Centennial Independent School District #012 Series A 5.00% 2/1/18 (FSA) 1,270,000 1,347,026 Farmington Independent School District #192 Capital Appreciation Series B 5.00% 2/1/27 (FSA) 4,000,000 4,243,640 ^5.34% 2/1/21 (FSA) 0 0 ^5.422% 2/1/20 (FSA) 0 0 ^Lakeville Independent School District #194 Capital Appreciation Series B 5.450% 2/1/19 (FSA) 0 0 Lakeville Independent School District #194 Series A 4.75% 2/1/22 (FSA) 2,350,000 2,449,123 ^Mahtomedi Independent School District #832 Capital Appreciation Series B 5.898% 2/1/14 (MBIA) 0 0 Morris Independent School District #769 5.00% 2/1/24 (MBIA) 4,875,000 5,234,873 Mounds View Independent School District #621 5.00% 2/1/20 (MBIA) 2,970,000 3,143,686 5.375% 2/1/24 (FGIC) 6,170,000 6,622,013 Osseo Independent School District #279 Series A 5.00% 2/1/21 (FSA) 3,570,000 3,775,489 Prior Lake Independent School District #719 Series B 5.00% 2/1/19 (FSA) 0 0 Robbinsdale Independent School District #281 5.00% 2/1/21 (FSA) 1,310,000 1,385,404 &Rockford Independent School District #883, Inverse Floater ROLs Series II-R-30-A 7.936% 2/1/23 (FSA) 0 0 Series II-R-30-B 7.886% 2/1/21 (FSA) 1,605,000 1,831,995 ^Rosemont Independent School District #196 Capital Appreciation Series B 5.80% 4/1/09 (FSA) 1,860,000 1,669,796 5.85% 4/1/10 (FSA) 2,240,000 1,934,957 5.931% 4/1/11 (FSA) 0 0 5.96% 4/1/12 (FSA) 0 0 6.008% 4/1/13 (FSA) 0 0 ^Sartell Independent School District #748 Capital Appreciation Series B 5.976% 2/1/13 (MBIA) 0 0 6.099% 2/1/15 (MBIA) 0 0 6.15% 2/1/16 (MBIA) 0 0 ^Sauk Rapids Independent School District #047 Series B 5.982% 2/1/15 (FSA) 2,700,000 1,750,437 6.083% 2/1/17 (FSA) 2,245,000 1,280,930 &South Washington County Independent School District #833, Inverse Floater ROLs Series II-R-34-A 7.886% 2/1/20 (MBIA) 3,440,000 3,944,992 7.886% 2/1/21 (MBIA) 3,645,000 4,180,086 St. Michael Independent School District #885 5.00% 2/1/20 (FSA) 1,970,000 2,085,206 5.00% 2/1/27 (FSA) 3,435,000 3,589,609 ---------------------- 52,604,734 ---------------------- Single Family Housing Revenue Bonds Dakota County Housing & Redevelopment Authority Single Family Mortgage Revenue Series B 5.85% 10/1/30 (GNMA) (FNMA) (AMT) 328,000 336,731 Minnesota State Housing Finance Agency Single Family Mortgage Series A 5.30% 7/1/19 0 0 Series B 5.35% 1/1/33 (AMT) 0 0 Series J 5.90% 7/1/28 (AMT) 0 0 St. Louis Park Residential Mortgage Revenue Series A 7.25% 4/20/23 (GNMA) 0 0 ---------------------- 336,731 ---------------------- State General Obligation Bonds Minnesota State 5.00% 11/1/20 (FSA) 5,500,000 5,815,700 5.00% 8/1/21 0 0 Minnesota State Refunding Various Purposes 5.00% 6/1/13 0 0 ---------------------- 5,815,700 ---------------------- Tax Increment / Special Assessment Bonds Minneapolis Tax Increment Revenue (St. Anthony Falls Project) 5.75% 2/1/27 0 0 St. Paul Housing & Redevelopment Authority Tax Increment (Upper Landing Project) Series A 6.80% 3/1/29 0 0 ---------------------- 0 ---------------------- Territorial General Obligation Bonds Puerto Rico Commonwealth Public Improvement Series A 5.00% 7/1/34 0 0 5.50% 7/1/19 (MBIA) 0 0 ---------------------- 0 ---------------------- Water & Sewer Revenue Bonds &Minnesota Public Facilities Authority Water Pollution Control Revenue, Inverse Floater ROLs Series II-R-31 7.176% 3/1/18 0 0 ---------------------- 0 ---------------------- Total Municipal Bonds 232,550,316 ---------------------- Short-Term Investments Money Market Instruments Federated Minnesota Municipal Cash Trust 701,005 701,005 ---------------------- 701,005 ---------------------- oVariable Rate Demand Notes Hennepin County Series A 3.05% 12/1/25 (SPA) 0 0 Midwest Consortium of Municipal Utilites Revenue Series A (LOC - U.S. Bank N.A.) 3.20% 1/1/25 1,900,000 1,900,000 Minneapolis Convention Center Series A 3.05% 12/1/14 (SPA) 1,140,000 1,140,000 3.05% 12/1/18 0 0 Minneapolis Guthrie Parking Ramp 3.05% 12/1/33 (SPA) 0 0 Minneapolis Library 3.05% 12/1/32 0 0 Minneapolis Tax Increment Mill Quarter 3.05% 3/1/32 (SPA) 0 0 Minnesota State Higher Education St. Catherine 3.15% 10/1/32 0 0 ---------------------- 3,040,000 ---------------------- 3,741,005 ---------------------- Total Investments at Market 236,291,321 ====================== Total Investments at Cost 219,906,827 ====================== Delaware Tax-Free Minnesota Fund Pro Forma Portfolio of Investments(A) As of February 28, 2006 (Unaudited) Delaware Tax-Free Minnesota Fund Pro Forma Combined Par/Shares Market Value -------------------------------------------- -------------------------------------------- Municipal Bonds Airport Revenue Bonds Minneapolis/St. Paul Metropolitan Airports Commission Revenue Series A 5.00% 1/1/22 (AMBAC) $3,440,000 $3,554,002 5.00% 1/1/22 (MBIA) 2,000,000 2,100,860 5.125% 1/1/25 (FGIC) 100,000 104,293 5.25% 1/1/16 (MBIA) 1,460,000 1,572,289 5.25% 1/1/32 (FGIC) 5,000,000 5,285,900 Minneapolis/St. Paul Metropolitian Airports Commission Revenue Series B 5.00% 1/1/35 (AMBAC) 5,145,000 5,374,569 Minneapolis/St. Paul Metropolitan Airports Commission Revenue Series C 5.125% 1/1/20 (FGIC) 2,000,000 2,113,820 5.25% 1/1/32 (FGIC) 8,845,000 9,350,757 5.50% 1/1/17 (FGIC) 2,500,000 2,685,625 ----------------------- 32,142,115 ----------------------- Combined Utilities Shakopee Public Utilities Commission Revenue 5.125% 2/1/26 (MBIA) 2,850,000 2,949,522 ----------------------- 2,949,522 ----------------------- Continuing Care/Retirement Revenue Bonds Apple Valley, Minnesota Economic Development Authority Health Care Revenue (Augustana Home St. Paul Project) Series A 6.00% 1/1/40 2,700,000 2,733,966 Apple Valley, Minnesota Economic Development Authority Health Care Revenue (Evercare Senior Living Project) Series A 6.125% 6/1/35 4,000,000 3,980,680 Bloomington Housing & Redevelopment Authority Housing Revenue (Senior Summerhouse Bloomington Project, Presbyterian Homes Housing & Assisted Living, Inc.) 6.125% 5/1/35 3,420,000 3,495,479 Minneapolis Health Care Facility Revenue (Jones-Harrison Residence Project) 5.60% 10/1/30 1,550,000 1,551,163 Minnesota Agriculture & Economic Development Board Revenue (Benedictine Health Systems) 5.75% 2/1/29 1,895,000 1,917,948 Rochester, Minnesota Multifamily Revenue (Wedum Shorewood Campus Project) 6.60% 6/1/36 3,890,000 4,020,510 ----------------------- 17,699,746 ----------------------- Corporate-Backed Revenue Bonds Cloquet Pollution Control Revenue (Potlatch Corp. Project) 5.90% 10/1/26 6,500,000 6,585,085 Sartell Environmental Improvement Revenue (International Paper) Series A 5.20% 6/1/27 7,265,000 7,438,561 Seaway Port Authority of Duluth Industrial Development Dock & Wharf Revenues (Cargill, Inc. Project) Series E 6.125% 11/1/14 4,500,000 4,608,045 ----------------------- 18,631,691 ----------------------- Dedicated Tax & Fees Revenue Bonds ^Minneapolis Community Development Agency Tax Increment Revenue 6.674% 9/1/09 (MBIA) 5,750,000 5,086,220 Virgin Islands Public Finance Authority (Matching Fund Loan) Series A 5.25% 10/1/22 1,785,000 1,919,607 ----------------------- 7,005,827 ----------------------- Electric & Gas Revenue Bonds Chaska Electric Revenue (Generating Facilitites) Series A 5.00% 10/1/30 3,000,000 3,106,230 Laurentian Energy Authority I Series A 5.00% 12/1/21 8,000,000 8,104,879 Minnesota State Municipal Power Agency Series A 5.00% 10/1/34 6,250,000 6,453,750 Series A 5.125% 10/1/29 3,000,000 3,138,780 5.00% 10/1/35 3,000,000 3,106,230 Northern Minnesota Municipal Power Agency Electric System ^Revenue Series A 5.849% 1/1/09 (AMBAC) 3,815,000 3,455,818 Revenue Series B 4.75% 1/1/20 (AMBAC) 2,500,000 2,582,675 &Northern Municipal Power Agency Electric System Revenue, Inverse Floater ROLs Series II-R-32 7.176% 1/1/13 (FSA) 4,585,000 5,172,201 Puerto Rico Electric Power Authority Power Revenue Series GG 4.75% 9/1/21 (FSA) 1,000,000 1,036,980 Series OO 5.00% 7/1/13 (CIFG) 3,640,000 3,942,848 Rochester Electric Utilities Revenue 5.25% 12/1/30 4,915,000 5,127,623 Southern Minnesota Municipal Power Agency Supply System Revenue Series A 5.00% 1/1/12 (AMBAC) 4,205,000 4,504,438 5.00% 1/1/13 (MBIA) 5,820,000 6,271,516 5.25% 1/1/15 (AMBAC) 4,500,000 4,980,555 &Southern Minnesota Municipal Power Agency Supply System Revenue, Inverse Floater ROLs Series II-R-189-3 7.196% 1/1/14 (AMBAC) 2,000,000 2,397,040 Series II-R-189 7.316% 1/1/15 (AMBAC) 2,950,000 3,580,061 Western Minnesota Municipal Power Agency Series B 5.00% 1/1/15 (MBIA) 1,365,000 1,485,366 ----------------------- 68,446,990 ----------------------- Escrowed to Maturity Bonds Dakota/Washington Counties Housing & Redevelopment Authority Anoka Single Family Residential Mortgage Revenue 8.45% 9/1/19 (GNMA) (AMT) 9,000,000 12,985,200 Dakota/Washington Counties Housing & Redevelopment Authority Bloomington Mortage Single Family Residential Mortgage Revenue 8.15% 9/1/16 (GNMA) (MBIA) (AMT) 405,000 546,839 8.375% 9/1/21 (GNMA) (MBIA) (AMT) 14,115,000 20,769,093 Southern Minnesota Municipal Power Agency Supply Revenue Series A 5.75% 1/1/18 3,790,000 4,050,487 5.75% 1/1/18 (AMBAC) 670,000 716,049 Southern Minnesota Municipal Power Agency Supply System Revenue Series B 5.50% 1/1/15 (AMBAC) 990,000 1,058,389 Western Minnesota Municipal Power Agency Supply Revenue Series A 6.60% 1/1/10 1,650,000 1,766,127 9.75% 1/1/16 (MBIA) 715,000 1,042,156 ----------------------- 42,934,340 ----------------------- Higher Education Revenue Bonds Minnesota State Colleges & Universities Revenue Fund Series A 5.00% 10/1/22 (FSA) 5,135,000 5,455,783 5.00% 10/1/29 (MBIA) 5,665,000 6,021,838 Minnesota State Higher Education Facilities Authority Revenue (Augsburg College) Series 6-C 5.00% 5/1/20 1,250,000 1,303,138 (College of St. Benedict) Series 4-G 6.20% 3/1/16 1,000,000 1,001,520 (Hamline University) Series 4-1 6.00% 10/1/12 270,000 271,909 6.00% 10/1/16 390,000 394,298 (St. Catherine College) Series 5-N1 5.00% 10/1/18 2,200,000 2,284,304 5.25% 10/1/22 1,500,000 1,572,645 5.375% 10/1/32 1,000,000 1,052,010 St. Cloud Housing & Redevelopment Authority Revenue (State University Foundation Project) 5.00% 5/1/23 2,000,000 2,096,660 University of Minnesota Series A 5.50% 7/1/21 2,000,000 2,313,420 &University of Minnesota, Inverse Floater ROLs Series II-R-29 7.683% 7/1/21 5,250,000 6,895,349 8.19% 7/1/18 1,920,000 2,612,506 ----------------------- 33,275,380 ----------------------- Hospital Revenue Bonds Bemidji Health Care Facilities First Meeting Revenue (North Country Health Services) 5.00% 9/1/24 (RADIAN) 740,000 769,985 6.05% 9/1/16 600,000 600,978 6.05% 9/1/24 1,825,000 1,827,902 Breckenridge Catholic Health Initiatives 5.00% 5/1/30 2,000,000 2,092,720 Duluth Economic Development Authority Health Care Facilities Revenue Benedictine Health System (St. Mary's Hospital) 5.25% 2/15/28 8,500,000 8,810,250 5.25% 2/15/33 10,000,000 10,331,499 5.50% 2/15/23 1,000,000 1,065,950 Maple Grove Health Care Facilities Revenue (North Memorial Health Care) 5.00% 9/1/29 1,000,000 1,035,590 5.00% 9/1/35 5,850,000 6,012,689 Marshall Medical Center Gross Revenue (Weiner Memorial Medical Center Project) 6.00% 11/1/28 1,000,000 1,047,280 Minneapolis Health Care System Revenue (Allina Health Systems) Series A 5.75% 11/15/32 17,300,000 18,586,428 (Fairview Health Services) Series D 5.00% 11/15/30 (AMBAC) 1,500,000 1,580,130 5.00% 11/15/34 (AMBAC) 10,750,000 11,290,295 Minneapolis/St. Paul Housing & Redevelopment Authority Health Care System Revenue (Allina Health Systems) 5.00% 11/15/13 (AMBAC) 6,490,000 6,497,658 (Healthpartners Obligation Group Project) 5.625% 12/1/22 650,000 698,932 5.875% 12/1/29 1,000,000 1,078,600 Minnesota Agricultural & Economic Development Broad Revenue (Fairview Health Care System) Series A 5.75% 11/15/26 (MBIA) 180,000 189,504 6.375% 11/15/29 15,000 16,293 Rochester Health Care Facilities Revenue (Mayo Foundation) Series B 5.50% 11/15/27 700,000 731,129 &Rochester Health Care Facilities Revenue (Mayo Foundation), Inverse Floater ROLs Series II-R-28 Series A 7.683% 11/15/27 2,100,000 2,286,795 Series B 7.683% 11/15/27 8,375,000 9,119,956 Shakopee Health Care Facilities Revenue (St. Francis Regional Medical Center) 5.10% 9/1/25 2,000,000 2,068,740 5.25% 9/1/34 7,000,000 7,223,790 St. Louis Park Health Care Facilities Revenue (Park Nicollet Health Services) Series B 5.25% 7/1/30 9,420,000 9,790,018 5.50% 7/1/25 2,000,000 2,135,540 St. Paul Housing & Redevelopment Authority Hospital Revenue (Health East Project) Series A 5.70% 11/1/15 1,300,000 1,346,579 6.00% 11/15/35 4,340,000 4,703,735 St. Paul Housing & Redevelopment Authority Hospital Revenue (St. Paul/Ramsey Medical Center Project) 5.50% 5/15/13 (AMBAC) 1,000,000 1,001,620 Washington County Housing & Redevelopment Authority Hospital Facilities Revenue (Health East Project) 5.50% 11/15/27 1,000,000 1,021,320 Willmar (Rice Memorial Hospital Project) 5.00% 2/1/22 (FSA) 1,000,000 1,060,250 5.00% 2/1/25 (FSA) 1,000,000 1,055,290 ----------------------- 117,077,445 ----------------------- Multifamily Housing Revenue Bonds Brooklyn Center Multifamily Housing Revenue (Shingle Creek) 5.40% 5/20/43 (GNMA) (AMT) 1,000,000 1,027,530 Carver County Housing & Redevelopment Authority Multifamily Revenue (Lake Grace Apartments Project) Series A 6.00% 7/1/28 1,435,000 1,475,654 Eagan Multifamily Revenue (Woodridge Apartments) 5.90% 8/1/20 (GNMA) 1,000,000 1,033,180 Eden Prairie Multifamily Housing Revenue (Tanager Creek) Series A 8.05% 6/20/31 (GNMA) 7,605,000 7,883,495 Hopkins Multifamily Housing Revenue (Auburn Apartments Project) Series A 8.05% 6/20/31 (GNMA) 3,790,000 3,931,708 Hopkins Multifamily Housing Revenue (Hopkins Renaissance Project-Section 8) 6.375% 4/1/20 1,000,000 1,033,380 @Hutchinson Multifamily Housing Revenue (Evergreen Apartments Project-Section 8) 5.75% 11/1/28 910,000 849,412 Minneapolis Multifamily Housing Revenue (Bottineau Commons Project) 5.45% 4/20/43 (GNMA) (AMT) 1,500,000 1,571,325 (Grant Street Apartments Project) Series A 7.25% 11/1/29 750,000 767,865 (Seward Towers Project) 5.00% 5/20/36 (GNMA) 8,000,000 8,326,400 (Sumner Field) Series A 5.50% 11/20/26 (GNMA) (AMT) 1,000,000 1,046,490 (Trinity Apartments-Section 8) Series A 6.75% 5/1/21 1,810,000 1,869,459 Minnesota State Housing Finance Agency Rental Housing Revenue Series C-2 5.95% 2/1/15 (AMBAC) 1,642,000 1,660,505 @Park Rapids Multifamily Revenue (The Court Apartments Project-Section 8) 6.30% 2/1/20 2,870,000 2,670,018 St. Cloud Housing & Redevelopment Authority Revenue (Sterling Heights Apartments Project) 7.55% 4/1/39 (AMT) 1,000,000 1,046,310 Stillwater Multifamily Housing Revenue (Stillwater Cottages Project) Series A 7.00% 11/1/27 1,000,000 1,027,260 7.25% 11/1/27 (AMT) 1,540,000 1,583,459 Wadena Housing & Redevelopment Authority Multifamily Housing Revenue (Humphrey Manor East Project) 6.00% 2/1/19 1,860,000 1,832,825 Washington County Housing & Redevelopment Authority Governmental Revenue (Briar Pond) Series C 7.25% 8/20/34 960,000 894,173 White Bear Lake Multifamily Revenue (Lake Square) Series A 5.875% 2/1/15 (FHA) 1,055,000 1,088,222 Willmar Housing & Redevelopment Authority Multifamily Housing Revenue (Highland Apartments-Section 8) 5.85% 6/1/19 960,000 960,000 ----------------------- 43,578,670 ----------------------- Municipal Lease Revenue Bonds Hopkins Housing & Redevelopment Authority Public Works and Fire Station Series A 5.00% 2/1/23 (MBIA) 1,210,000 1,277,651 Minneapolis Special School District #001 Series A 5.00% 2/1/18 (FSA) 1,545,000 1,638,704 5.00% 2/1/19 (FSA) 1,535,000 1,628,098 5.00% 2/1/20 (FSA) 1,690,000 1,788,831 Puerto Rico Public Buildings Authority Revenue (Government Facilities) Series D 5.25% 7/1/36 1,070,000 1,124,014 St. Paul Port Authority Lease Revenue (Cedar Street Office Building Project) 5.00% 12/1/22 2,500,000 2,659,100 5.125% 12/1/27 3,000,000 3,179,670 5.25% 12/1/27 3,840,000 4,096,973 (Robert Street Office Building Project) 4.75% 12/1/23 2,000,000 2,064,720 5.00% 12/1/27 2,500,000 2,635,325 Series 9 5.25% 12/1/27 725,000 776,163 ----------------------- 22,869,249 ----------------------- Political Subdivision General Obligation Bonds Dakota County Capital Improvement Series A 4.75% 2/1/26 1,000,000 1,025,780 Dakota County Community Development Agency Governmental Housing Development 5.00% 1/1/21 1,275,000 1,336,366 Hennepin County Regional Railroad Authority 5.00% 12/1/31 4,030,000 4,203,169 Metropolitan Council Waste Water Treatment Series B 5.00% 12/1/21 1,200,000 1,291,068 Minneapolis Library 5.00% 12/1/25 1,500,000 1,589,070 Ramsey County State Aid Series C 5.00% 2/1/28 1,060,000 1,116,646 St. Peter's Hospital Series A 5.00% 9/1/24 (MBIA) 1,905,000 2,002,117 Todd Morrison Cass & Wadena Counties United Hospital District (Health Care Facilities Lakewood) 5.00% 12/1/21 2,000,000 2,081,140 5.00% 12/1/34 1,000,000 1,021,260 5.125% 12/1/24 1,000,000 1,043,660 ----------------------- 16,710,276 ----------------------- §Pre-Refunded Bonds Chaska Electric Revenue Series A 6.00% 10/1/25-10 1,000,000 1,104,040 Little Canada Multifamily Housing Revenue Alternative Development (Montreal Courts Apartments Project) Series A 6.10% 12/1/17-07 1,270,000 1,308,760 6.25% 12/1/27-07 2,900,000 3,023,453 Minneapolis Community Development Agency (Supported Development Revenue) Series G-3 5.45% 12/1/31-11 2,000,000 2,185,100 Minneapolis Health Care System Revenue (Fairview Health Services) Series A 5.625% 5/15/32-12 16,925,000 18,872,561 Minneapolis Tax Increment Revenue Series E 5.00% 3/1/13-09 6,265,000 6,543,479 Minnesota Agricultural & Economic Development Board Revenue (Fairview Health Care System) Series A 5.75% 11/15/26-07 (MBIA) 10,070,000 10,653,758 6.375% 11/15/29-10 485,000 545,591 Minnesota Higher Education Facilities Series 4-1 6.00% 10/1/12-06 980,000 994,739 6.00% 10/1/16-06 1,400,000 1,421,056 Minnesota Public Facilities Authority Water Pollution Control Revenue Series A 5.00% 3/1/20-10 3,000,000 3,166,710 Series B 4.75% 3/1/19-09 2,000,000 2,073,580 Puerto Rico Public Buildings Authority Guaranteed Government Facilities Revenue Series D 5.25% 7/1/36-12 2,930,000 3,180,163 Southern Minnesota Municipal Power Agency Supply System Revenue Series A 5.75% 1/1/18-16 (MBIA) 1,000,000 1,068,730 ----------------------- 56,141,720 ----------------------- School District General Obligation Bonds Big Lake Independent School District #727 Series A 5.00% 2/1/17 (FSA) 1,040,000 1,088,672 5.00% 2/1/20 (FSA) 1,000,000 1,046,800 Bloomington Independent School District #271 Series B 5.00% 2/1/17 5,300,000 5,540,143 Cambridge Independent School District #911 Series A 4.75% 2/1/30 (MBIA) 1,035,000 1,064,166 Centennial Independent School District #012 Series A 5.00% 2/1/18 (FSA) 1,270,000 1,347,026 Farmington Independent School District #192 Capital Appreciation Series B 5.00% 2/1/27 (FSA) 10,705,000 11,357,041 ^5.34% 2/1/21 (FSA) 1,500,000 720,420 ^5.422% 2/1/20 (FSA) 1,650,000 836,798 ^Lakeville Independent School District #194 Capital Appreciation Series B 5.450% 2/1/19 (FSA) 8,000,000 4,197,920 Lakeville Independent School District #194 Series A 4.75% 2/1/22 (FSA) 7,850,000 8,181,113 ^Mahtomedi Independent School District #832 Capital Appreciation Series B 5.898% 2/1/14 (MBIA) 1,540,000 1,130,144 Morris Independent School District #769 5.00% 2/1/24 (MBIA) 4,875,000 5,234,873 Mounds View Independent School District #621 5.00% 2/1/20 (MBIA) 2,970,000 3,143,686 5.375% 2/1/24 (FGIC) 6,170,000 6,622,013 Osseo Independent School District #279 Series A 5.00% 2/1/21 (FSA) 3,570,000 3,775,489 Prior Lake Independent School District #719 Series B 5.00% 2/1/19 (FSA) 3,145,000 3,390,027 Robbinsdale Independent School District #281 5.00% 2/1/21 (FSA) 1,310,000 1,385,404 &Rockford Independent School District #883, Inverse Floater ROLs Series II-R-30-A 7.936% 2/1/23 (FSA) 3,510,000 4,014,352 Series II-R-30-B 7.886% 2/1/21 (FSA) 1,605,000 1,831,995 ^Rosemont Independent School District #196 Capital Appreciation Series B 5.80% 4/1/09 (FSA) 1,860,000 1,669,796 5.85% 4/1/10 (FSA) 2,240,000 1,934,957 5.931% 4/1/11 (FSA) 2,600,000 2,161,588 5.96% 4/1/12 (FSA) 1,850,000 1,474,598 6.008% 4/1/13 (FSA) 1,915,000 1,461,854 ^Sartell Independent School District #748 Capital Appreciation Series B 5.976% 2/1/13 (MBIA) 540,000 412,285 6.099% 2/1/15 (MBIA) 1,075,000 753,134 6.15% 2/1/16 (MBIA) 1,750,000 1,172,500 ^Sauk Rapids Independent School District #047 Series B 5.982% 2/1/15 (FSA) 2,700,000 1,750,437 6.083% 2/1/17 (FSA) 2,245,000 1,280,930 &South Washington County Independent School District #833, Inverse Floater ROLs Series II-R-34-A 7.886% 2/1/20 (MBIA) 3,440,000 3,944,992 7.886% 2/1/21 (MBIA) 3,645,000 4,180,086 St. Michael Independent School District #885 5.00% 2/1/20 (FSA) 1,970,000 2,085,206 5.00% 2/1/27 (FSA) 3,435,000 3,589,609 ----------------------- 93,780,054 ----------------------- Single Family Housing Revenue Bonds Dakota County Housing & Redevelopment Authority Single Family Mortgage Revenue Series B 5.85% 10/1/30 (GNMA) (FNMA) (AMT) 328,000 336,731 Minnesota State Housing Finance Agency Single Family Mortgage Series A 5.30% 7/1/19 635,000 665,601 Series B 5.35% 1/1/33 (AMT) 2,970,000 3,046,091 Series J 5.90% 7/1/28 (AMT) 525,000 542,640 St. Louis Park Residential Mortgage Revenue Series A 7.25% 4/20/23 (GNMA) 128,000 128,099 ----------------------- 4,719,162 ----------------------- State General Obligation Bonds Minnesota State 5.00% 11/1/20 (FSA) 13,675,000 14,459,945 5.00% 8/1/21 2,400,000 2,559,648 Minnesota State Refunding Various Purposes 5.00% 6/1/13 5,175,000 5,346,189 ----------------------- 22,365,782 ----------------------- Tax Increment / Special Assessment Bonds Minneapolis Tax Increment Revenue (St. Anthony Falls Project) 5.75% 2/1/27 1,000,000 1,021,310 St. Paul Housing & Redevelopment Authority Tax Increment (Upper Landing Project) Series A 6.80% 3/1/29 1,000,000 1,015,440 ----------------------- 2,036,750 ----------------------- Territorial General Obligation Bonds Puerto Rico Commonwealth Public Improvement Series A 5.00% 7/1/34 4,500,000 4,637,430 5.50% 7/1/19 (MBIA) 1,500,000 1,738,380 ----------------------- 6,375,810 ----------------------- Water & Sewer Revenue Bonds &Minnesota Public Facilities Authority Water Pollution Control Revenue, Inverse Floater ROLs Series II-R-31 7.176% 3/1/18 5,000,000 5,509,550 ----------------------- 5,509,550 ----------------------- Total Municipal Bonds 614,250,079 ----------------------- Short-Term Investments Money Market Instruments Federated Minnesota Municipal Cash Trust 3,524,942 3,524,942 ----------------------- 3,524,942 ----------------------- oVariable Rate Demand Notes Hennepin County Series A 3.05% 12/1/25 (SPA) 6,150,000 6,150,000 Midwest Consortium of Municipal Utilites Revenue Series A (LOC - U.S. Bank N.A.) 3.20% 1/1/25 3,900,000 3,900,000 Minneapolis Convention Center Series A 3.05% 12/1/14 (SPA) 2,710,000 2,710,000 3.05% 12/1/18 1,200,000 1,200,000 Minneapolis Guthrie Parking Ramp 3.05% 12/1/33 (SPA) 2,895,000 2,895,000 Minneapolis Library 3.05% 12/1/32 1,035,000 1,035,000 Minneapolis Tax Increment Mill Quarter 3.05% 3/1/32 (SPA) 1,060,000 1,060,000 Minnesota State Higher Education St. Catherine 3.15% 10/1/32 700,000 700,000 ----------------------- 19,650,000 ----------------------- 23,174,942 ----------------------- Total Investments at Market 637,425,021 ======================= Total Investments at Cost $ 602,471,430 ======================= - ----------------------------------------------------------- Summary of Abbreviations: AMBAC - Insured by the AMBAC Assurance Corporation AMT - Subject to Alternative Minimum Tax CIFG - CDC IXIS Financial Guaranty FGIC - Insured by the Financial Guaranty Insurance Company FHA - Insured by the Federal Housing Administration FNMA - Insured by Federal National Mortgage Association FSA - Insured by Financial Security Assurance GNMA - Insured by Government National Mortgage Association LOC - Letter of Credit MBIA - Insured by the Municipal Bond Insurance Association RADIAN - Insured by Radian Asset Assurance ROLs - Residual Options Long SPA - Stand-by Purchase Agreement §Pre-Refunded Bonds. Municipals that are generally backed or secured by U.S. Treasury bonds. For Pre-Refunded Bonds, the stated maturity is followed by the year in which the bond is pre-refunded. oVariable rate security. The interest rate shown is the rate as of February 28, 2006. &An inverse floater bond is a type of bond with variable or floating interest rates that move in the opposite direction of short-term interest rates. Interest rate disclosed is in effect as of February 28, 2006. ^Zero coupon security. The interest rate shown is the yield at the time of purchase. @Illiquid security. At February 28,2006, the aggregate amount of illiquid securities equals $3,519,430, which represented 0.55% of the combined Funds' market value of investments. (A) No adjustments are shown to the unaudited pro forma combined portfolio of investments due to the fact that upon completion of the acquisition, no securities would need to be sold in order for the Acquiring Fund to comply with its Prospectus and SEC and IRS guidelines and restrictions. However, the foregoing sentence shall not restrict in any way the ability of the investment adviser of either of the Funds from buying or selling securities in the normal course of such Fund's business and operations. See Pro Forma Notes to Financial Statements Delaware Tax-Free Minnesota Fund PRO FORMA COMBINED Statement of Assets and Liabilities As of February 28, 2006 (Unaudited) Delaware Tax-Free Minnesota Fund Delaware Tax-Free Delaware Tax-Free Pro Forma Pro Forma Minnesota Fund Minnesota Insured Fund Adjustments Combined ------------------- ------------------------ --------------- ------------------- Assets Investments, at market value $ 401,133,700 $ 236,291,321 $ - $ 637,425,021 Cash 7,891 6,873 14,764 Receivable for fund shares sold 815,699 98,015 913,714 Interest receivable 5,006,683 2,917,711 7,924,394 ------------------- ----------------------- --------------- ------------------- Total Assets 406,963,973 239,313,920 - 646,277,893 ------------------- ----------------------- --------------- ------------------- Liabilities Accrued expenses and other liabilities 399,318 227,048 626,366 Payable for securities purchased 2,535,486 - 2,535,486 Payable for fund shares purchased 118,319 211,981 330,300 Payable for distributions to shareholders 278,044 147,789 425,833 Transaction costs payable - - 72,792 * 72,792 ------------------- ----------------------- --------------- ------------------- Total Liabilities 3,331,167 586,818 72,792 3,990,777 ------------------- ----------------------- --------------- ------------------- Net Assets $ 403,632,806 $ 238,727,102 $ (72,792) $ 642,287,116 =================== ======================= =============== =================== Investment at Cost $ 382,564,603 $ 219,906,827 $ - $ 602,471,430 Analysis of Net Assets Accumulated paid in capital $ 384,593,993 $ 222,056,876 $ - $ 606,650,869 Undistributed net investment income 147,934 - (72,792)* 75,142 Accumulated net realized gain on investments 321,782 285,732 607,514 Unrealized appreciation of investments 18,569,097 16,384,494 34,953,591 ------------------- ----------------------- --------------- ------------------- Net Assets $ 403,632,806 $ 238,727,102 $ (72,792) $ 642,287,116 =================== ======================= =============== =================== * Adjustment reflects the costs of the transaction to be incurred by the Funds. Shares Outstanding 32,247,619 21,800,442 (2,729,968) 51,318,093 Class A Shares 30,062,381 19,615,153 (2,453,910) 47,223,624 Class B Shares 1,035,103 1,050,054 (132,941) 1,952,216 Class C Shares 1,150,135 1,135,235 (143,117) 2,142,253 Net Assets: Class A Shares $ 376,235,697 $ 214,789,192 ($66,673) $ 590,958,216 Class B Shares 12,965,091 11,487,928 ($2,920) 24,450,099 Class C Shares 14,432,018 12,449,982 ($3,199) 26,878,801 Net asset value per share: Class A Shares $12.52 $10.95 $12.51 Class B Shares $12.53 $10.94 $12.52 Class C Shares $12.55 $10.97 $12.55 Offering price per share: Class A Shares $13.11 $11.47 $13.10 See Pro Forma Notes to Financial Statements Delaware Tax-Free Minnesota Fund PRO FORMA COMBINED Statement of Operations For the Twelve Months Ended February 28, 2006 (Unaudited) Delaware Tax-Free Delaware Tax-Free Minnesota Fund Delaware Tax- Minnesota Pro Forma Pro Forma Free Minnesota Fund Insured Fund Adjustments Combined --------------------- ------------------ ----------- ------------- Investment Income Interest income $ 19,802,606 $ 12,036,440 $ - $ 31,839,046 --------------------- ------------------ ----------- ------------- Expenses Management fees 2,152,672 1,233,111 54,302 (A) 3,440,085 Distribution expenses - Class A 911,526 555,029 1,466,555 Distribution expenses - Class B 128,690 121,917 250,607 Distribution expenses - Class C 137,152 124,813 261,965 Dividend disbursing and transfer agent fees and expenses 200,487 136,981 337,468 Accounting and administration expenses 148,717 93,466 242,183 Reports and statements to shareholders 13,424 20,349 (6,150)(B) 27,623 Legal and professional fees 71,318 48,947 (21,000)(B) 99,265 Registration fees 29,913 30,066 (30,000)(B) 29,979 Insurance fees 32,715 20,165 52,880 Trustees' fees 20,993 13,213 34,206 Custodian fees 14,484 7,024 (1,720)(B) 19,788 Pricing fees 4,316 2,353 (1,000)(B) 5,669 Taxes (other than taxes on income) 2,390 592 2,982 Other 16,381 11,242 27,623 --------------------- ------------------ ----------- ------------- 3,885,178 2,419,268 (5,568) 298,878 Less expenses absorbed or waived (20,311) (34,814) (194,249)(C) (249,374) Less expense paid indirectly (1,864) (796) 796 (B) (1,864) --------------------- ------------------ ----------- ------------- Total expenses 3,863,003 2,383,658 (199,021) 6,047,640 --------------------- ------------------ ----------- ------------- Net Investment Income 5,939,603 9,652,782 199,021 25,791,406 --------------------- ------------------ ----------- ------------- Net Realized and Unrealized Gain/(Loss) on Investments: Net realized gain on investments 741,041 422,695 - 1,163,736 Change in unrealized appreciation/ (depreciation) of investments (467,400) (1,527,949) - (1,995,349) --------------------- ------------------ ----------- ------------- Net Realized and Unrealized Gain on Investments 273,641 (1,105,254) - (831,613) Change in Net Assets Resulting from Operations $ 16,213,244 $ 8,547,528 $ 199,021 $ 24,959,793 ==================== ================== =========== ============= (A) Increase to reflect higher management fee for the surviving Fund. (B) Decrease to reflect appropriate expense levels by merging the Funds. (C) Once the Transaction is complete, Delaware Management Company has contractually agreed to waive its fees to prevent annual operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees, certain insurance costs and extraordinary expenses from exceeding 0.64% of the average daily net assets of the Fund for at least one year after the Closing Date. See Pro Forma Notes to Financial Statements Delaware Tax-Free Minnesota Fund Pro Forma Notes to Financial Statements February 28, 2006 (Unaudited) Voyageur Tax Free Funds (the "Trust") is organized as a Delaware statutory trust and offers the Delaware Tax-Free Minnesota Fund. These financial statements and related notes pertain to the Delaware Tax-Free Minnesota Fund (the "Fund"). The Trust is an open-end investment company. The Fund is considered non-diversified under the Investment Company Act of 1940, as amended. The Fund offers Class A, Class B and Class C shares. Class A shares are sold with a front-end sales charge of up to 4.50%. Class A share purchases of $1,000,000 or more will incur a contingent deferred sales charge of up to 1% if redeemed during the first two years, provided that, a financial advisor was paid commission on the purchase of those shares. Class B shares are sold with a contingent deferred sales charge that declines from 4.00% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. The investment objective of the Fund is to seek as high a level of current income exempt from federal income tax and from the Minnesota state personal income tax, as is consistent with preservation of capital. 1. Basis of Pro forma Presentation The accompanying pro forma financial statements are presented to show the effect of the proposed acquisition of Delaware Tax-Free Minnesota Insured Fund by Delaware Tax-Free Minnesota Fund. The following notes refer to the accompanying pro forma financial statements as if the above-mentioned acquisition of Delaware Tax-Free Minnesota Insured Fund by Delaware Tax-Free Minnesota Fund had taken place as of March 1, 2005. Under the terms of the Agreement and Plan of Reorganization, the combination of Delaware Tax-Free Minnesota Insured Fund and Delaware Tax-Free Minnesota Fund will be accounted for by a method of accounting for tax-free mergers of investment companies. The acquisition would be accomplished by an acquisition (the "Transaction") of the net assets of Delaware Tax-Free Minnesota Insured Fund in exchange for shares of the Delaware Tax-Free Minnesota Fund at net asset value. The statement of assets and liabilities and the related statement of operations of Delaware Tax-Free Minnesota Insured Fund and Delaware Tax-Free Minnesota Fund have been combined as of and for the twelve months ended February 28, 2006. The accompanying pro forma financial statements should be read in conjunction with the financial statements of Delaware Tax-Free Minnesota Insured Fund and Delaware Tax-Free Minnesota Fund included in their annual report dated August 31, 2005 and semi-annual report dated February 28, 2006. 2. Significant Accounting Policies The following accounting policies are in accordance with U.S. generally accepted accounting principles and are consistently followed by the Fund. Security Valuation - Long-term debt securities are valued by an independent pricing service and such prices are believed to reflect the fair value of such securities. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Shares of open-end investment companies are valued at their published net asset value. Other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund's Board of Trustees. In determining whether market quotations are readily available or fair valuation will be used, various factors will be taken into consideration, such as market closures, aftermarket trading or significant events after local market trading (e.g., government actions or pronouncements, trading volume or volatility on markets, exchanges among dealers, or news events). Federal Income Taxes - The Fund intends to continue to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. Class Accounting - Investment income and common expenses are allocated to the classes of the Fund on the basis of "settled shares" of each class in relation to the net assets of the Fund. Realized and unrealized gain (loss) on investments is allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Other - Expenses common to all funds within the Delaware Investments(R)Family of Funds are allocated amongst the funds on the basis of average net assets. Management fees and some other expenses are paid monthly. Security transactions are recorded on the date the securities are purchased or sold (trade date) for financial reporting purposes. Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Interest income is recorded on the accrual basis. Discounts and premiums are amortized to interest income over the lives of the respective securities. The Fund declares dividends daily from net investment income and pays such dividends monthly and declares and pays distributions from net realized gain on investments, if any, annually. The Fund receives earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. The expense paid under the above arrangement is included in custodian fees on the Statement of Operations with the corresponding expense offset shown as "expense paid indirectly." 3. Allocation of Transaction Costs The total costs of the Transaction between Delaware Tax-Free Minnesota Insured Fund and Delaware Tax-Free Minnesota Fund are estimated to be $109,189. The costs of the Transaction, including costs of soliciting proxies in connection with the shareholder meeting, will be shared by the following parties in the percentages indicated: 33.33% by Delaware Tax-Free Minnesota Insured Fund, 33.33% by Delaware Tax-Free Minnesota Fund and 33.34% by Delaware Management Company ("DMC"), a series of Delaware Management Business Trust. 4. Investment Management, Administration Agreements and Other Transactions with Affiliates In accordance with the terms of its investment management agreement, the Fund pays DMC, the investment manager, an annual fee which is calculated daily at the rate of 0.55% on the first $500 million of average daily net assets of the Fund, 0.50% on the next $500 million, 0.45% on the next $1.5 billion and 0.425% on average daily net assets in excess $2.5 billion. DMC has contractually agreed to waive that portion, if any, of its management fee and reimburse the Fund to the extent necessary to ensure that annual operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees, certain insurance costs and extraordinary expenses, do not exceed 0.68% of average daily net assets of the Fund through December 31, 2006. Prior to December 30, 2005, DMC had contractually agreed to waive its fees to prevent such expenses from exceeding 0.69% of the average daily net assets of the Fund. Once the Transaction is complete, DMC has contractually agreed to waive its fees to prevent such expenses from exceeding 0.64% of the average daily net assets of the Fund for at least one year after the Closing Date. Delaware Service Company, Inc. ("DSC"), an affiliate of DMC, provides accounting, administration, dividend disbursing and transfer agent services. Effective May 19, 2005, the Fund pays DSC a monthly fee computed at the annual rate of 0.04% of the Fund's average daily net assets for accounting and administration services. Prior to May 19, 2005, the Fund paid DSC a monthly fee based on average net assets subject to certain minimums for accounting and administration services. The Fund paid DSC a monthly fee based on the number of shareholder accounts for dividend disbursing and transfer agent services. Pursuant to a distribution agreement and distribution plan, the Fund pays Delaware Distributors, L.P. ("DDLP"), the distributor and an affiliate of DMC, an annual distribution and service fee not to exceed 0.25% of the average daily net assets of the Class A shares and 1.00% of the average daily net assets of the Class B and C shares. Certain officers of DMC, DSC and DDLP are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Fund. 5. Line of Credit The Fund, along with certain other funds in the Delaware Investments(R)Family of Funds (the "Participants"), participates in a $225,000,000 revolving line of credit facility to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Participants are charged an annual commitment fee, which is allocated across the Participants on the basis of each fund's allocation of the entire facility. The Participants may borrow up to a maximum of one third of their net assets under the agreement. The Fund had no amount outstanding as of February 28, 2006, or at any time during the period. 6. Credit and Market Risks The Fund concentrates its investments in securities issued by municipalities, mainly in Minnesota. The value of these investments may be adversely affected by new legislation within the state, regional or local economic conditions, and differing levels of supply and demand for municipal bonds. Many municipalities insure repayment for their obligations. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that market value may fluctuate for other reasons and there is no assurance that the insurance company will meet its obligations. These securities have been identified in the Portfolio of Investments. The Fund may invest in inverse floating rate securities ("inverse floaters"), a type of derivative tax-exempt obligation with floating or variable interest rates that move in the opposite direction of short-term interest rates, usually at an accelerated speed. Consequently, the market values of inverse floaters will generally be more volatile than other tax-exempt investments. Such securities are denoted on the Portfolio of Investments. The Fund may invest a portion of its total assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Board of Trustees has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Fund's limitation on investments in illiquid assets. At February 28, 2006, there were no Rule 144A securities. Illiquid securities have been identified on the Portfolio of Investments. 7. Pre-Refunded Bonds The Fund may invest in advanced refunded bonds, escrow secured bonds or defeased bonds. Under current federal tax laws and regulations, state and local government borrowers are permitted to refinance outstanding bonds by issuing new bonds. The issuer refinances the outstanding debt to either reduce interest costs or to remove or alter restrictive covenants imposed by the bonds being refinanced. A refunding transaction where the municipal securities are being refunded within 90 days or less from the issuance of the refunding issue is known as a "current refunding." "Advance refunded bonds" are bonds in which the refunded bond issue remains outstanding for more than 90 days following the issuance of the refunding issue. In an advance refunding, the issuer will use the proceeds of a new bond issue to purchase high grade interest bearing debt securities which are then deposited in an irrevocable escrow account held by an escrow agent to secure all future payments of principal and interest and bond premium of the advance refunded bond. Bonds are "escrowed to maturity" when the proceeds of the refunding issue are deposited in an escrow account for investment sufficient to pay all of the principal and interest on the original interest payment and maturity dates. Bonds are considered "pre-refunded" when the refunding issue's proceeds are escrowed only until a permitted call date or dates on the refunded issue with the refunded issue being redeemed at the time, including any required premium. Bonds become "defeased" when the rights and interests of the bondholders and of their lien on the pledged revenues or other security under the terms of the bond contract and are substituted with an alternative source of revenues (the escrow securities) sufficient to meet payments of principal and interest to maturity or to the first call dates. Escrowed secured bonds will often receive a rating of AAA from Moody's Investors Service, Inc., Standard & Poor's Rating Group, and/or Fitch due to the strong credit quality of the escrow securities and the irrevocable nature of the escrow deposit agreement. Delaware Tax Free Minnesota Fund will purchase escrow secured bonds without additional insurance only where the escrow is invested in securities of the U.S. government or agencies or instrumentalities of the U.S. government. 8. Contractual Obligations The Fund enters into contracts in the normal course of business that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund's existing contracts and expects the risk of loss to be remote. PART C OTHER INFORMATION Item 15. 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. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the provisions described in response to Item 15, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 16. Exhibits. The following exhibits are incorporated by reference to the Registrant's previously filed registration statements on Form N-1A indicated below, except as noted: (1) Copies of the charter of the Registrant as now in effect; (a) 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. (b) Executed Certificate of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999. (2) Copies of the existing bylaws or corresponding instrument of the Registrant; (a) Amended and Restated By-Laws (May 19, 2005) incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (3) Copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the Registrant; Not applicable. (4) Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it; (a) Form of Agreement and Plan of Reorganization between the Registrant, on behalf of Delaware Tax-Free Minnesota Fund, and Voyageur Insured Funds, on behalf of its series, Delaware Tax-Free Minnesota Insured Fund, is filed herewith as Exhibit A to the Prospectus/Proxy Statement. (5) Copies of all instruments defining the rights of holders of the securities being registered including, where applicable, the relevant portion of the articles of incorporation or by-laws of the Registrant; (a) Agreement and Declaration of Trust. Articles III, IV, V and VI of Agreement and Declaration of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999. (b) 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. (6) Copies of all investment advisory contracts relating to the management of the assets of the Registrant. (a) Executed Investment Management Agreement (November 1, 1999) between Delaware Management Company and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 35 filed October 30, 2000. (7) Copies of each underwriting or distribution contract between the Registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers; (a) Distribution Agreements. (i) Executed Distribution Agreement (April 19, 2001) between Delaware Distributors, L.P. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 36 filed October 31, 2001. (ii) Executed Second Amended and Restated Financial Intermediary Distribution Agreement (August 21, 2003) between Delaware Distributors, L.P. and Lincoln Financial Distributors, Inc. on behalf of the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 38 filed December 3, 2004. (iii) Executed Amendment No. 1 (October 31, 2005) to Appendix A to Second Amended and Restated Financial Intermediary Distribution Agreement attached as Exhibit No. EX-99.7.a.iii. (iv) Dealer's Agreement (January 2001) incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002. (v) Vision Mutual Fund Gateway(R)Agreement (November 2000) incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002. (vi) Registered Investment Advisers Agreement (January 2001) incorporated into this filing by reference to Post-Effective Amendment No. 37 filed November 18, 2002. (vii) Bank/Trust Agreement (August 2004) incorporated into this filing by reference to Post-Effective Amendment No. 39 filed December 3, 2004. (8) Copies of all bonus, profit sharing, pension, or other similar contracts or arrangements wholly or partly for the benefit of trustees or officers of the Registrant in their capacity as such. Furnish a reasonably detailed description of any plan that is not set forth in a formal document; Not applicable. (9) Copies of all custodian agreements and depository contracts under Section 17(f) of the Investment Company Act of 1940, as amended (the "1940 Act") for securities and similar investments of the Registrant, including the schedule of remuneration; (a) 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. (b) 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. (10) Copies of any plan entered into by Registrant pursuant to Rule 12b-1 under the 1940 Act and any agreements with any person relating to implementation of the plan, and copies of any plan entered into by Registrant pursuant to Rule 18f-3 under the 1940 Act, any agreement with any person relating to implementation of the plan, any amendment to the plan, and a copy of the portion of the minutes of the meeting of the Registrant's trustees describing any action taken to revoke the plan; (a) Plans under Rule 12b-1 for Class A, B and C (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 28 filed October 31, 2001. (b) Plan under Rule 18f-3. Plan under Rule 18f-3 (August 31, 2006) attached as Exhibit No. EX-10.b. (11) An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and nonassessable; (a) Opinion of Counsel (August 5, 1999) incorporated into this filing by reference to Post-Effective Amendment No. 33 filed August 16, 1999. (12) An opinion, and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus; (a) To be filed by amendment. (13) Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the registration statement; (a) Executed Shareholder Services Agreement (April 19, 2001) between Delaware Service Company, Inc. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 36 filed October 31, 2001. (i) Executed Schedule B (May 19, 2005) to Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 40 filed October 31, 2005. (ii) Executed Letter Amendment to the Shareholder Services Agreement (August 23, 2002) incorporated into this filing by reference to Post-Effective Amendment No. 38 filed October 31, 2003. (b) Executed Delaware Group of Funds Fund Accounting Agreement (August 19, 1996) between Delaware Service Company, Inc. and the Registrant 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) Form of Amendment No. 31 (August 31, 2006) to Schedule A of the Delaware Investments Family of Funds Fund Accounting Agreement attached as Exhibit No. EX-99.13.b.ii. (c) Executed Advisory Expense Limitation Letter (December 28, 2005) between Delaware Management Company and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 41 filed December 29, 2005. (14) Copies of any other opinions, appraisals, or rulings, and consents to their use, relied on in preparing the registration statement and required by Section 7 of the Securities Act of 1933, as amended (the "1933 Act" or "Securities Act"); (a) Consent of Independent Registered Public Accounting Firm (August 2006) attached as Exhibit No. EX-99.14.a. (15) All financial statements omitted pursuant to Item 14(a)(1); Not applicable. (16) Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement; and (a) Powers of Attorney (August 16, 2006) attached as Exhibit No. EX-99.16.a. (17) Any additional exhibits which the Registrant may wish to file. (a) Code of Ethics for the Delaware Investments Family of Funds (February 2006) attached as Exhibit No. EX-99.17.a. (b) Code of Ethics for Delaware Investments (Delaware Management Business Trust, Delaware Management Company and Delaware Distributors, L.P.) (February 2006) attached as Exhibit No. EX-99.17.b. (c) Code of Ethics for Lincoln Financial Distributors, Inc. (December 2005) attached as Exhibit No. EX-99.17.c. Item 17. Undertakings. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinion and consent of counsel regarding the tax consequences of the proposed reorganization required by Item 16 (12) of Form N-14 within a reasonable time after receipt of such opinion. SIGNATURES As required by the Securities Act of 1933, as amended, (the "1933 Act"), the Registration Statement has been signed on behalf of the Registrant in the City of Philadelphia and the Commonwealth of Pennsylvania on this 1st day of September, 2006. VOYAGEUR TAX FREE FUNDS By: /s/ Patrick P. Coyne Patrick P. Coyne Chairman/President/Chief Executive Officer As required by the 1933 Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ Patrick P. Coyne Chairman/President/Chief Executive Officer September 1, 2006 Patrick P. Coyne (Principal Executive Officer) and Trustee /s/ Thomas L. Bennett * Trustee September 1, 2006 Thomas L. Bennett /s/ John A. Fry * Trustee September 1, 2006 John A. Fry /s/ Anthony D. Knerr * Trustee September 1, 2006 Anthony D. Knerr /s/ Lucinda S. Landreth * Trustee September 1, 2006 Lucinda S. Landreth /s/ Ann R. Leven * Trustee September 1, 2006 Ann R. Leven /s/ Thomas F. Madison * Trustee September 1, 2006 Thomas F. Madison /s/ Janet L. Yeomans * Trustee September 1, 2006 Janet L. Yeomans /s/ J. Richard Zecher * Trustee September 1, 2006 J. Richard Zecher /s/ Michael P. Bishof * Senior Vice President/Chief Financial Officer September 1, 2006 Michael P. Bishof (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, DC 20549 EXHIBITS TO FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INDEX TO EXHIBITS Exhibit No. Exhibit EX-99.7.a.iii. Executed Amendment No. 1 (October 31, 2005) to Appendix A to Second Amended and Restated Financial Intermediary Distribution Agreement EX-99.10.b. Plan under Rule 18f-3 (August 31, 2006) EX-99.13.b.ii. Form of Amendment No. 31 (August 31, 2006) to Schedule A of the Delaware Investments Family of Funds Fund Accounting Agreement EX-99.14.a. Consent of Independent Registered Public Accounting Firm (August 2006) EX-99.16.a. Powers of Attorney (August 16, 2006) EX-99.17.a. Code of Ethics for the Delaware Investments Family of Funds (February 2006) EX-99.17.b. Code of Ethics for Delaware Investments (Delaware Management Business Trust, Delaware Management Company and Delaware Distributors, L.P.) (February 2006) EX-99.17.c. Code of Ethics for Lincoln Financial Distributors, Inc. (December 2005)
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N-14 Filing
Voyageur Tax Free Funds N-14Registration statement for investment companies business combination
Filed: 1 Sep 06, 12:00am