Exhibit No. EX-99.4(a)
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), made as of this
7th day of April 2005, by and between Voyageur Mutual Funds, a statutory trust
created under the laws of the State of Delaware, with its principal place of
business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, on behalf of
its series, Delaware Tax-Free California Fund ("California Fund"), and Voyageur
Investment Trust, a business trust created under the laws of the Commonwealth of
Massachusetts, with its principal place of business also at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, on behalf of its series, Delaware Tax-Free
California Insured Fund ("California Insured Fund").
PLAN OF REORGANIZATION
The reorganization (hereinafter referred to as the "Plan of
Reorganization") will consist of: (i) the acquisition by Voyageur Mutual Funds
on behalf of California Fund of substantially all of the property, assets and
goodwill of California Insured Fund in exchange solely for (a) shares of
beneficial interest, no par value, of California Fund - Class A ("California
Fund Class A Shares"), (b) shares of beneficial interest, no par value, of
California Fund - Class B ("California Fund Class B Shares"), (c) shares of
beneficial interest, no par value, of California Fund - Class C ("California
Fund Class C Shares"), (d) shares of beneficial interest, no par value, of
California Fund - Class R ("California Fund Class R Shares"), (e) shares of
beneficial interest, no par value, of California Fund - Institutional Class
("California Fund Institutional Class Shares"), and (f) the assumption by
Voyageur Mutual Funds on behalf of California Fund of all of the liabilities of
California Insured Fund; (ii) the distribution of (a) California Fund Class A
shares to the shareholders of California Insured Fund - Class A Shares
("California Insured Fund Class A Shares"), (b) California Fund Class B Shares
to the shareholders of California Insured Fund - Class B Shares ("California
Insured Fund Class B Shares"), (c) California Fund Class C Shares to the
shareholders of California Insured Fund - Class C Shares ("California Insured
Fund Class C Shares"), (d) California Fund Class R Shares to the shareholders of
California Insured Fund - Class R Shares ("California Insured Fund Class R
Shares"), and (e) California Fund Institutional Class Shares to the shareholders
of California Insured Fund - Institutional Class Shares ("California Insured
Fund Institutional Class Shares"), according to their respective interests in
complete liquidation of California Insured Fund; and (iii) the dissolution of
California Insured 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 of Reorganization 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 and Liabilities, Liquidation and
Dissolution of California Insured Fund
(a) Subject to the terms and conditions of this Agreement, and in reliance
on the representations and warranties of Voyageur Mutual Funds herein contained,
and in consideration of the delivery by Voyageur Mutual Funds of the number of
its shares of beneficial interest of California Fund hereinafter provided,
Voyageur Investment Trust, on behalf of California Insured Fund, agrees that it
will sell, convey, transfer and deliver to Voyageur Mutual Funds, on behalf of
California Fund, at the Closing provided for in Section 3, all of the
liabilities, debts, obligations and duties of any nature, whether accrued,
absolute, contingent or otherwise ("Liabilities") and the then existing assets
of California Insured 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 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 California Insured 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 California Insured 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 California Insured Fund as liability reserves, (2)
to discharge all of California Insured Fund's Liabilities 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
excluding those liabilities and obligations that would otherwise be discharged
at a later date in the ordinary course of business, and (3) to pay such
contingent liabilities as the trustees of Voyageur Investment Trust shall
reasonably deem to exist against California Insured 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 California Insured Fund
(hereinafter "Net Assets"). Voyageur Investment Trust, on behalf of California
Insured 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 Investment Trust agrees to use
commercially reasonable efforts to identify all of California Insured Fund's
Liabilities prior to the Valuation Date and to discharge all such known
Liabilities on or prior to the Valuation Date.
(b) Subject to the terms and conditions of this Agreement, and in reliance
on the representations and warranties of Voyageur Investment Trust on behalf of
California Insured Fund herein contained, and in consideration of such sale,
conveyance, transfer, and delivery, Voyageur Mutual Funds agrees at the Closing
to assume the Liabilities, on behalf of California Fund, and to deliver to
Voyageur Investment Trust on behalf of California Insured Fund: (i) the number
of California Fund Class A Shares, determined by dividing the net asset value
per share of California Insured Fund Class A Shares as of the Close of Business
on the Valuation Date by the net asset value per share of California Fund Class
A Shares as of Close of Business on the Valuation Date, and multiplying the
result by the number of outstanding shares of California Insured Fund Class A
Shares as of Close of Business on the Valuation Date; (ii) the number of
California Fund Class B Shares, determined by dividing the net asset value per
share of California Insured Fund Class B Shares as of Close of Business on the
Valuation Date by the net asset value per share of California Fund Class B
Shares as of Close of Business on the Valuation Date, and multiplying the result
by the number of outstanding shares of California Insured Fund Class B Shares as
of Close of Business on the Valuation Date; (iii) the number of California Fund
Class C Shares, determined by dividing the net asset value per share of
California Insured Fund Class C Shares as of Close of Business on the Valuation
Date by the net asset value per share of California Fund Class C Shares as of
Close of Business on the Valuation Date, and multiplying the result by the
number of outstanding shares of California Insured Fund Class C Shares as of
Close of Business on the Valuation Date; (iv) the number of California Fund
Class R Shares, determined by dividing the net asset value per share of
California Insured Fund Class R Shares as of Close of Business on the Valuation
Date by the net asset value per share of California Fund Class R Shares as of
Close of Business on the Valuation Date, and multiplying the result by the
number of outstanding shares of California Insured Fund Class R Shares as of
Close of Business on the Valuation Date; and (v) the number of California Fund
Institutional Class Shares, determined by dividing the net asset value per share
of California Insured Fund Institutional Class Shares as of Close of Business on
the Valuation Date by the net asset value per share of California Fund
Institutional Class Shares as of Close of Business on the Valuation Date, and
multiplying the result by the number of outstanding shares of California Insured
Fund Institutional Class 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 Investment Trust
shall dissolve California Insured Fund and distribute pro rata to California
Insured Fund's shareholders of record as of the Close of Business on the
Valuation Date, the shares of beneficial interest of California Fund received by
California Insured Fund pursuant to this Section 1. Such dissolution and
distribution shall be accomplished by the establishment of accounts on the share
records of California Fund of the type and in the amounts due such shareholders
pursuant to this Section 1 based on their respective holdings of shares of
California Insured Fund as of the Close of Business on the Valuation Date.
Fractional shares of beneficial interest of California Fund shall be carried to
the third decimal place. Unless requested, no certificates representing shares
of beneficial interest of California Fund will be issued to shareholders of
California Insured 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 California Insured Fund, shall be
cancelled and shall no longer be evidence ownership; provided, however, that the
shareholders of California Insured Fund holding such certificates shall be
entitled to surrender such certificates to the transfer agent for Voyageur
Mutual Funds and request in exchange therefor a certificate or certificates
representing the number of whole shares of beneficial interest of the class of
California Fund shares into which the corresponding shares of beneficial
interest of California Insured Fund theretofore represented by the certificate
or certificates so surrendered shall have been converted. Certificates for
fractional shares of beneficial interest of California Fund shall not be issued,
but such fractional shares shall continue to be carried by Voyageur Mutual Funds
in book entry form for the account of such shareholder.
(e) At the Closing, each shareholder of record of California Insured 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 California Insured Fund that such
person had on such Distribution Record Date.
2. Valuation
(a) The value of California Insured Fund's Net Assets to be acquired by
California Fund hereunder shall be computed as of Close of Business on the
Valuation Date using the valuation procedures set forth in California Insured
Fund's currently effective prospectus and statement of additional information.
(b) The net asset value of a share of beneficial interest of California
Fund Class A Shares, California Fund Class B Shares, California Fund Class C
Shares, California Fund Class R Shares and California Fund Institutional Class
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 California
Fund's currently effective prospectus and statement of additional information.
(c) The net asset value of a share of beneficial interest of California
Insured Fund Class A Shares, California Insured Fund Class B Shares, California
Insured Fund Class C Shares, California Insured Fund Class R Shares and
California Insured Fund Institutional Class 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 California Insured Fund's currently
effective prospectus and statement of additional information.
3. Closing and Valuation Date
The Valuation Date shall be April 8, 2005, or such later date as the
parties may mutually agree. The Closing shall take place at the principal office
of Voyageur Mutual Funds, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
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
Mutual Funds or Voyageur Investment Trust, accurate appraisal of the value of
the net assets of California Insured Fund or California 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 California Insured Fund and California Fund is practicable in the
judgment of Voyageur Mutual Funds and Voyageur Investment Trust. Voyageur
Investment Trust shall have provided for delivery as of the Closing of those Net
Assets of California Insured Fund to be transferred to Voyageur Mutual Funds'
Custodian, Mellon Bank, N.A., Xxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000. Also,
Voyageur Investment Trust shall deliver at the Closing a list (which may be in
electronic form) of names and addresses of the shareholders of record of its
California Insured 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 Mutual Funds shall issue and
deliver a certificate or certificates evidencing the shares of California Fund
to be delivered at the Closing to said transfer agent registered in such manner
as Voyageur Investment Trust may request, or provide evidence satisfactory to
Voyageur Investment Trust in such manner as Voyageur Investment Trust may
request that such shares of beneficial interest of California Fund have been
registered in an open account on the books of California Fund.
4. Representations and Warranties by Voyageur Investment Trust
Voyageur Investment Trust represents and warrants to Voyageur Mutual
Funds that:
(a) Voyageur Investment Trust is a business trust created under the laws of
the Commonwealth of Massachusetts on September 17, 1991, and is validly existing
and in good standing under the laws of that Commonwealth. Voyageur Investment
Trust, of which California Insured 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 Investment Trust is authorized to issue an unlimited number of
shares of beneficial interest of California Insured Fund, with no par value.
Each outstanding share of California Insured Fund is validly issued, fully paid,
non-assessable and has full voting rights and, except for any such shares sold
pursuant to the private offering exemption for purposes of raising initial
capital, is freely transferable.
(c) The financial statements appearing in California Insured Fund Annual
Report to Shareholders for the fiscal year ended August 31, 2004, audited by
Xxxxxx & Xxxxx, LLP, copies of which have been delivered to Voyageur Mutual
Funds, and any unaudited financial statements, copies of which may be furnished
to Voyageur Mutual Funds, fairly present the financial position of California
Insured 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 California Insured Fund made available to
Voyageur Mutual 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 California Insured Fund.
(e) The statement of assets and liabilities to be furnished by Voyageur
Investment Trust as of the Close of Business on the Valuation Date for the
purpose of determining the number of shares of beneficial interest of California
Fund to be issued pursuant to Section 1 hereof will accurately reflect the Net
Assets of California Insured 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, it 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 Investment Trust has the necessary power and authority to
conduct its business and the business of California Insured Fund as such
businesses are now being conducted.
(h) Voyageur Investment Trust 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 Investment Trust has full power and authority to enter into
and perform its obligations under this Agreement, subject to approval of the
Plan of Reorganization by California Insured Fund's shareholders. Except as
provided in the immediately preceding sentence, the execution, delivery and
performance of this Agreement have been validly authorized, executed and
delivered by it, 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 Investment Trust nor California Insured 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 Investment Trust does not have any unamortized or unpaid
organizational fees or expenses.
(l) Voyageur Investment Trust has elected to treat California Insured Fund
as a regulated investment company ("RIC") for federal income tax purposes under
Part I of Subchapter M of the Code, California Insured 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.
5. Representations and Warranties by Voyageur Mutual Funds
Voyageur Mutual Funds represents and warrants to Voyageur Investment
Trust that:
(a) Voyageur Mutual 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 Mutual Funds, of which
California 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 Mutual Funds is authorized to issue an unlimited number of
shares of beneficial interest, without par value, of California Fund. Each
outstanding share of California Fund is fully paid, non-assessable and has full
voting rights and, except for any shares sold pursuant to the private offering
exemption for purposes of raising initial capital, is freely transferable. The
shares of beneficial interest of California Fund to be issued pursuant to
Section 1 hereof will, upon their issuance, be validly issued and fully paid and
non-assessable, freely transferable and have full voting rights.
(c) At the Closing, each class of shares of beneficial interest of
California 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 California Insured 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 California Fund to be
furnished by Voyageur Mutual Funds as of the Close of Business on the Valuation
Date for the purpose of determining the number of shares of beneficial interest
of California Fund to be issued pursuant to Section 1 hereof will accurately
reflect the net assets of California 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 Mutual 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 Mutual Funds has the necessary power and authority to conduct
its business and the business of California Fund as such businesses are now
being conducted.
(g) Voyageur Mutual 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 Mutual Funds has full power and authority to enter into and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement have been validly authorized, executed and
delivered by it, and this Agreement constitutes its legal, valid and binding
obligation enforceable against it in accordance with its terms, subject 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 Mutual Funds nor California 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 California Fund made available to Voyageur
Investment Trust 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 California Fund.
(k) Voyageur Mutual Funds has elected to treat California Fund as a
regulated investment company ("RIC") for federal income tax purposes under Part
I of Subchapter M of the Code, California 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 Investment Trust and
Voyageur Mutual Funds
Voyageur Investment Trust and Voyageur Mutual 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 California Insured Fund or
California Fund, as appropriate, all Tax (as defined below) returns and reports
(including information returns), which are required to be filed by such
California Insured Fund or California Fund, and all such returns and reports
accurately state the amount of Tax owed for the periods covered by the returns,
or, in the case of information returns, the amount and character of income
required to be reported by such California Insured Fund or California Fund. On
behalf of California Insured Fund or California 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 California Insured Fund or
California 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
California Insured Fund or California 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 California Insured Fund or California 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 California Insured Fund or California
Fund, as appropriate.
(d) All information provided to Voyageur Investment Trust by Voyageur
Mutual Funds, and by Voyageur Investment Trust to Voyageur Mutual Funds, for
inclusion in, or transmittal with, the Combined Proxy Statement and Prospectus
with respect to this Agreement pursuant to which approval of California Insured
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 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 Investment Trust with respect to the
approval of California Insured Fund's shareholders of the 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 Investment Trust
(a) Voyageur Investment Trust covenants to operate business of California
Insured Fund as presently conducted between the date hereof and the Closing.
(b) Voyageur Investment Trust undertakes that California Insured Fund will
not acquire the shares of beneficial interest of California Fund for the purpose
of making distributions thereof other than to California Insured Fund's
shareholders.
(c) Voyageur Investment Trust covenants that by the Closing, all of
California Insured 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 Investment Trust will at the Closing provide Voyageur Mutual
Funds with:
(1) A statement of the respective tax basis of all investments to be
transferred by California Insured Fund to California 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 California Insured Fund with respect to each shareholder, for all of
the shareholders of record of California Insured Fund's shares as of the
Close of Business on the Valuation Date, who are to become holders of
California 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 Investment Trust shall call and
Voyageur Investment Trust shall hold, a Special Meeting of California Insured
Fund's shareholders to consider and vote upon this Agreement (the "Special
Meeting") and Voyageur Investment Trust shall take all other actions reasonably
necessary to obtain approval of the transactions contemplated herein. Voyageur
Investment Trust 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 Investment Trust shall supply to Voyageur Mutual 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 Mutual Funds
(a) Voyageur Mutual Funds covenants that the shares of beneficial interest
of California Fund to be issued and delivered to California Insured 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 California Fund shall have any statutory or contractual preemptive right of
subscription or purchase in respect thereof.
(b) Voyageur Mutual Funds covenants to operate the business of California
Fund as presently conducted between the date hereof and the Closing.
(c) Voyageur Mutual Funds covenants that by the Closing, all of California
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 Mutual Funds shall supply to Voyageur Investment Trust, 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 Mutual Funds will file 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 California Fund issuable hereunder, and will use 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) will comply 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 California
Insured Fund's shareholders' meeting, and at the Closing, the prospectus and
statement of additional information included in the Registration Statement 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 Investment Trust and
Voyageur Mutual Funds
The obligations of Voyageur Investment Trust and Voyageur Mutual Funds to
effectuate this Agreement and the Plan of Reorganization 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 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 and the Plan of Reorganization and the transactions
contemplated hereby shall have been approved by the appropriate action of the
shareholders of California Insured Fund at an annual or special meeting or any
adjournment thereof.
(e) That California Insured 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 and all of its capital gain net income, 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 and capital gain net
income 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 U.S. Securities and Exchange 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 California Insured Fund or
California Fund.
(g) That prior to or at the Closing, Voyageur Investment Trust and Voyageur
Mutual Funds shall receive an opinion from Xxxxxxxx Ronon Xxxxxxx & 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 Investment Trust and Voyageur Mutual Funds
in certificates delivered to SRSY:
(1) The acquisition by California Fund of substantially all of the
assets and the assumption of the liabilities of California Insured Fund in
exchange solely for California Fund shares to be issued pursuant to Section
1 hereof, followed by the distribution by California Insured Fund to its
shareholders of California Fund shares in complete liquidation of
California Insured Fund, will qualify as a reorganization within the
meaning of Section 368(a)(1) of the Code, and California Fund and
California Insured 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 California Insured Fund upon
the transfer of substantially all of its assets to and the assumption of
the liabilities by California Insured Fund in exchange solely for the
voting shares of California 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 California Fund upon the
receipt by it of substantially all of the assets and the assumption of the
liabilities of California Insured Fund in exchange solely for the voting
shares of California 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 California Insured Fund upon
the distribution of California Fund shares to California Insured Fund
shareholders in accordance with Section 1 hereof in liquidation of
California Insured Fund under Section 361(c)(1) of the Code;
(5) The basis of the assets of California Insured Fund received by
California Fund will be the same as the basis of such assets to California
Insured Fund immediately prior to the exchange under Section 362(b) of the
Code;
(6) The holding period of the assets of California Insured Fund
received by California Fund will include the period during which such
assets were held by California Insured Fund under Section 1223(2) of the
Code;
(7) No gain or loss will be recognized by the shareholders of
California Insured Fund upon the exchange of their shares in California
Insured Fund for the voting shares (including fractional shares to which
they may be entitled) of California Fund (to be issued in accordance with
Section 1 hereof) under Section 354(a) of the Code;
(8) The basis of California Fund shares received by California Insured
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 California Insured Fund exchanged therefor under Section
358(a)(1) of the Code;
(9) The holding period of California Fund's shares received by
California Insured Fund's shareholders in accordance with Section 1 hereof
(including fractional shares to which they may be entitled) will include
the holding period of California Insured Fund's shares surrendered in
exchange therefor, provided that California Insured Fund shares were held
as a capital asset on the date of the Reorganization under Section 1223(l)
of the Code; and
(10) California 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 California Insured 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 Mutual Funds shall have received an opinion in form and
substance reasonably satisfactory to it from SRSY, counsel to Voyageur
Investment Trust, 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 Investment Trust was created as a business trust under
the laws of the Commonwealth of Massachusetts on September 17, 1991, and is
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts;
(2) Voyageur Investment Trust is authorized to issue an unlimited
number of shares of beneficial interest, without par value, of Voyageur
Investment Trust and of California Insured Fund. Assuming that the initial
shares of beneficial interest of California Insured Fund were issued in
accordance with the 1940 Act, and the Agreement and Declaration of Trust
and By-Laws of Voyageur Investment Trust, and that all other such
outstanding shares of California Insured Fund were sold, issued and paid
for in accordance with the terms of California Insured Fund prospectus in
effect at the time of such sales, each such outstanding share is validly
issued, fully paid, non-assessable and has full voting rights and, except
for any shares sold pursuant to the private offering exemption for purposes
of raising initial capital, is freely transferable;
(3) Voyageur Investment Trust is an open-end, investment company of
the management type registered as such under the 1940 Act;
(4) Except as disclosed in California Insured 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 Investment Trust, the unfavorable outcome of which would
materially and adversely affect Voyageur Investment Trust or California
Insured 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 Investment Trust 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 Investment Trust 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 Investment Trust
is a party or by which Voyageur Investment Trust is otherwise bound; and
(7) This Agreement has been validly authorized, executed and delivered
by Voyageur Investment Trust and represents the legal, valid and binding
obligation of Voyageur Investment Trust and is enforceable against Voyageur
Investment Trust 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 Investment Trust with regard to
matters of fact and certain certifications and written statements of
governmental officials with respect to the good standing of Voyageur Investment
Trust.
(i) That Voyageur Investment Trust shall have received an opinion in form
and substance reasonably satisfactory to it from SRSY, counsel to Voyageur
Mutual 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 Mutual 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 Mutual Funds is authorized to issue an unlimited number
of shares of beneficial interest, without par value. Assuming that the
initial shares of beneficial interest of California Fund were issued in
accordance with the 1940 Act and Voyageur Mutual Funds' Agreement and
Declaration of Trust and By-Laws, and that all other such outstanding
shares of California Fund were sold, issued and paid for in accordance with
the terms of California Fund's prospectus in effect at the time of such
sales, each such outstanding share is validly issued, fully paid,
non-assessable and has full voting rights and, except for any shares sold
pursuant to the private offering exemption for purposes of raising initial
capital, is freely transferable;
(3) Voyageur Mutual Funds is an open-end investment company of the
management type registered as such under the 1940 Act;
(4) Except as disclosed in California 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
Mutual Funds, the unfavorable outcome of which would materially and
adversely affect Voyageur Mutual Funds or California Fund;
(5) The shares of beneficial interest of California 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 Mutual
Funds or California Fund, and to such counsel's knowledge, no shareholder
has any preemptive right to subscription or purchase in respect thereof;
(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 Mutual 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 Mutual 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 Mutual Funds is a
party or by which Voyageur Mutual Funds is otherwise bound; and
(8) This Agreement has been validly authorized, executed and delivered
by Voyageur Mutual Funds and represents the legal, valid and binding
obligation of Voyageur Mutual Funds and is enforceable against Voyageur
Mutual 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 Mutual Funds with regard to matters
of fact and certain certifications and written statements of governmental
officials with respect to the good standing of Voyageur Mutual Funds.
(j) That Voyageur Mutual Funds' Registration Statement with respect to the
shares of beneficial interest of California Fund to be delivered to California
Insured 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 California Fund to be
delivered in accordance with Section 1 hereof shall be eligible for sale by
Voyageur Mutual 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 California Insured Fund shareholder.
(l) That at the Closing, Voyageur Investment Trust, on behalf of California
Insured Fund, transfers to California Fund aggregate Net Assets of California
Insured 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 California Insured Fund at the Close of Business on the Valuation Date.
10. Fees and Expenses; Other Agreements
(a) The expenses of entering into and carrying out the provisions of this
Agreement, whether or not consummated, shall be borne 33.33% by California
Insured Fund; 33.33% by California Fund; and 33.34% by Delaware Management
Company, a series of Delaware Management Business Trust.
(b) Any other provision of this Agreement to the contrary notwithstanding,
any liability of Voyageur Investment Trust under this Agreement with respect to
any series of Voyageur Investment Trust, or in connection with the transactions
contemplated herein with respect to any series of Voyageur Investment Trust,
shall be discharged only out of the assets of that series of Voyageur Investment
Trust, and no other series of Voyageur Investment Trust shall be liable with
respect thereto.
(c) Any other provision of this Agreement to the contrary notwithstanding,
any liability of Voyageur Mutual Funds under this Agreement with respect to any
series of Voyageur Mutual Funds, or in connection with the transactions
contemplated herein with respect to any series of Voyageur Mutual Funds, shall
be discharged only out of the assets of that series of Voyageur Mutual Funds,
and no other series of Voyageur Mutual Funds shall be liable with respect
thereto.
11. Termination; Waiver; Order
(a) Anything contained in this Agreement to the contrary notwithstanding,
this Agreement may be terminated and the Plan of Reorganization abandoned at any
time (whether before or after adoption thereof by the shareholders of California
Insured Fund) prior to the Closing as follows:
(1) by mutual consent of Voyageur Investment Trust and Voyageur Mutual
Funds;
(2) by Voyageur Mutual Funds if any condition precedent to its
obligations set forth in Section 9 has not been fulfilled or waived by
Voyageur Mutual Funds; or
(3) by Voyageur Investment Trust if any condition precedent to its
obligations set forth in Section 9 has not been fulfilled or waived by
Voyageur Investment Trust.
(b) If the transactions contemplated by this Agreement have not been
consummated by December 31, 2005, this Agreement shall automatically terminate
on that date, unless a later date is agreed to by both Voyageur Investment Trust
and Voyageur Mutual 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 on the part of either Voyageur Investment Trust
or Voyageur Mutual 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 Investment Trust or Voyageur
Mutual 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 of Reorganization, and neither Voyageur Investment Trust nor Voyageur
Mutual Funds, nor any of their officers, directors, 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,
director, trustee, agent or shareholder of Voyageur Investment Trust or Voyageur
Mutual 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 Investment
Trust or the Board of Trustees of Voyageur Mutual 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 California Insured Fund, unless
such further vote is required by applicable law or by mutual consent of the
parties.
12. Liability of Voyageur Mutual Funds and Voyageur Investment Trust
(a) Each party acknowledges and agrees that all obligations of Voyageur
Mutual Funds under this Agreement are binding only with respect to California
Fund; that any liability of Voyageur Mutual Funds under this Agreement with
respect to California Fund, or in connection with the transactions contemplated
herein with respect to California Fund, shall be discharged only out of the
assets of California Fund; that no other series of Voyageur Mutual Funds shall
be liable with respect to this Agreement or in connection with the transactions
contemplated herein; and that neither Voyageur Investment Trust nor California
Insured Fund shall seek satisfaction of any such obligation or liability from
the shareholders of Voyageur Mutual Funds, the directors, officers, employees or
agents of Voyageur Mutual Funds, or any of them.
(b) Each party acknowledges and agrees that all obligations of Voyageur
Investment Trust under this Agreement are binding only with respect to
California Insured Fund; that any liability of Voyageur Investment Trust under
this Agreement with respect to California Insured Fund, or in connection with
the transactions contemplated herein with respect to California Insured Fund,
shall be discharged only out of the assets of California Insured Fund; that no
other series of Voyageur Investment Trust shall be liable with respect to this
Agreement or in connection with the transactions contemplated herein; and that
neither Voyageur Mutual Funds nor California Fund shall seek satisfaction of any
such obligation or liability from the shareholders of Voyageur Investment Trust,
the trustees, officers, employees or agents of Voyageur Investment Trust, or any
of them.
13. Final Tax Returns and Forms 1099 of California Insured Fund
(a) After the Closing, Voyageur Investment Trust 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 Investment Trust with respect to
California Insured 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 Investment Trust or California Insured 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 California Insured
Fund to the extent such expenses have been or should have been accrued by
California Insured Fund in the ordinary course without regard to the Plan of
Reorganization 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 Mutual Funds and Voyageur Investment Trust 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 California Insured Fund and California 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
Investment Trust or Voyageur Mutual Funds at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
XX 00000, Attention: Secretary.
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 Investment Trust and Voyageur Mutual 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 Investment Trust, on behalf of the
Delaware Tax-Free California Insured Fund
/s/Xxxxxxx X. Xxxxxx
By: Xxxxxxx X. Xxxxxx
Title: Senior Vice President/Chief Financial Officer
Voyageur Mutual Funds, on behalf of the
Delaware Tax-Free California Fund
/s/Xxxxxxx X. Xxxxxx
By: Xxxxxxx X. Xxxxxx
Title: Senior Vice President/Chief Financial Officer
