<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
File No. 333-38801
File No. 811-8457
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No.
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Post-Effective Amendment No. 3 [X]
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AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4
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DELAWARE GROUP FOUNDATION FUNDS
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(Exact Name of Registrant as Specified in Charter)
1818 Market Street, Philadelphia, Pennsylvania 19103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (215) 255-2923
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George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
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(Name and Address of Agent for Service)
Approximate Date of Public Offering: August 31, 1998
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It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
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X on August 31, 1998 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
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Title of Securities Being Registered
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The securities being registered are a number of individual classes of a series
of shares of beneficial interest of Delaware Group Foundation Funds, a Delaware
business trust, as follows:
The Asset Allocation Portfolio
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The Asset Allocation Portfolio
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--- C O N T E N T S ---
This Post-Effective Amendment No. 3 to Registration File No. 333-38801
includes the following:
1. Facing Page
2. Contents Page
3. Cross-Reference Sheets
4. Part A - Prospectuses (1)
5. Part B - Statement of Additional Information(1)
6. Part C - Other Information (2)
7. Signatures
(1) The Asset Allocation Portfolio's Prospectus and Statement of
Additional Information dated August 31, 1998 are incorporated into
this filing by reference to the electronic filing of Post-Effective
Amendment No. 23 to the Registration Statement of Delaware Pooled
Trust, Inc. filed August 28, 1998.
(2) Items 28 and 29 to Part C are incorporated into this filing by
reference to Items 28a and 29 to Part C of the electronic filing of
Post-Effective Amendment No. 23 to the Registration Statement of
Delaware Pooled Trust, Inc. filed August 28, 1998.
<PAGE>
CROSS-REFERENCE SHEET
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PART A
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<TABLE>
<CAPTION>
Item No. Description Location in Prospectus*
- -------- ----------- -----------------------
<S> <C> <C>
1 Cover Page........................................................Cover
2 Fund Expenses.....................................................Fund Expenses
3 Condensed Financial Information...................................Financial Highlights
4 General Description of Registrant.................................Investment Objectives, Policies
and Risk Considerations
5 Management of the Fund ...........................................Management of the Fund
6 Capital Stock and Other Securities ...............................Dividends and Capital Gains
Distributions; Taxes
7 Purchase of Securities Being Offered..............................Cover; Purchase of Shares;
Management of the Fund
8 Redemption or Repurchase..........................................Purchase of Shares;
Redemption of Shares
9 Legal Proceedings.................................................None
</TABLE>
* The Prospectus is included in and hereby incorporated by reference to
Post-Effective Amendment No. 23 of Delaware Pooled Trust, Inc.'s
Registration Statement (File No. 33-40991).
<PAGE>
CROSS-REFERENCE SHEET
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PART B
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<TABLE>
<CAPTION>
Location in Statement
Item No. Description of Additional Information*
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<S> <C> <C>
10 Cover Page........................................................Cover
11 Table of Contents.................................................Table of Contents
12 General Information and History...................................General Information
13 Investment Objectives and Policies................................Investment Policies, Portfolio
Techniques and Risk Considerations
14 Management of the Registrant......................................Officers and Directors
15 Control Persons and Principal Holders of Securities...............Officers and Directors
16 Investment Advisory and Other Services............................Investment Management
Agreements; Officers and Directors;
General Information; Financial
Statements
17 Brokerage Allocation..............................................Trading Practices and Brokerage
18 Capital Stock and Other Securities................................Capitalization and Noncumulative
Voting (under General Information)
19 Purchase, Redemption and Pricing of
Securities Being Offered..........................................Purchasing Shares;
Determining Net Asset Value;
Redemption and Repurchase
20 Tax Status........................................................Accounting and Tax Issues; Taxes
21 Underwriters .....................................................Purchasing Shares
22 Calculation of Performance Data...................................Performance Information
23 Financial Statements..............................................Financial Statements
</TABLE>
* The Statement of Additional Information is included in and hereby
incorporated by reference to Post-Effective Amendment No. 23 of Delaware
Pooled Trust, Inc.'s Registration Statement (File No. 33-40991).
<PAGE>
CROSS REFERENCE SHEET
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PART C
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<TABLE>
<CAPTION>
Item No. Description Location in Part C
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<S> <C> <C>
24 Financial Statements and Exhibits................................... Item 24
25 Persons Controlled by or under Common
Control with Registrant............................................. Item 25
26 Number of Holders of Securities..................................... Item 26
27 Indemnification..................................................... Item 27
28 Business and Other Connections of
Investment Adviser.................................................. Item 28
29 Principal Underwriters.............................................. Item 29
30 Location of Accounts and Records.................................... Item 30
31 Management Services................................................. Item 31
32 Undertakings........................................................ Item 32
</TABLE>
<PAGE>
PART C
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Other Information
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Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Part A - N/A
Part B - N/A
(b) Exhibits:
(1) Declaration of Trust.
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(a) Declaration of Trust incorporated into this
filing by reference to the initial registration
statement on Form N-1A filed on October 24,
1997.
(2) By-Laws.
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(a) By-Laws incorporated into this filing by
reference to the initial registration statement
on Form N-1A filed on October 24, 1997.
(3) Voting Trust Agreement. Inapplicable.
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(4) Copies of All Instruments Defining the Rights of Holders.
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(a) Declaration of Trust. Declaration of Trust
(October 1997) incorporated into this filing by
reference to the initial registration statement
on Form N-1A filed on October 24, 1997.
(b) By-Laws. By-Laws incorporated into this filing
by reference to the initial registration
statement on Form N-1A filed on October 24,
1997.
(5) Asset Allocation Agreement.
--------------------------
(a) Executed Asset Allocation Agreement (December
18, 1997) between Delaware Management Company,
Inc. and the Registrant on behalf of the
Balanced Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(b) Executed Asset Allocation Agreement (December
18, 1997) between Delaware Management Company,
Inc. and the Registrant on behalf of the Growth
Portfolio incorporated into this filing by
reference to Pre-Effective Amendment No. 1 filed
on December 30, 1997.
<PAGE>
Part C - Other Information
(Continued)
(c) Executed Asset Allocation Agreement (December
18, 1997) between Delaware Management Company,
Inc. and the Registrant on behalf of the Income
Portfolio incorporated into this filing by
reference to Pre-Effective Amendment No. 1 filed
on December 30, 1997.
(d) Form of Asset Allocation Agreement (1998)
between Delaware Management Company and the
Registrant on behalf of The Asset Allocation
Portfolio incorporated into this filing by
reference to Post-Effective Amendment No. 2
filed on June 17, 1998.
(6) (a) Distribution Agreement. Executed Distribution
Agreement (December 18, 1997) between Delaware
Distributors, L.P. and the Registrant on behalf
of the Balanced Portfolio incorporated into this
filing by reference to Pre-Effective Amendment
No. 1 filed on December 30, 1997.
(b) Executed Distribution Agreement (December 18,
1997) between Delaware Distributors, L.P. and
the Registrant on behalf of the Growth Portfolio
incorporated into this filing by reference to
Pre-Effective Amendment No. 1 filed on December
30, 1997.
(c) Executed Distribution Agreement (December 18,
1997) between Delaware Distributors, L.P. and
the Registrant on behalf of the Income Portfolio
incorporated into this filing by reference to
Pre-Effective Amendment No. 1 filed on December
30, 1997.
(d) Form of Distribution Agreement (1998) between
Delaware Distributors, L.P. and the Registrant
on behalf of The Asset Allocation Portfolio
incorporated into this filing by reference to
Post-Effective Amendment No. 2 filed on June 17,
1998.
(e) Administration and Service Agreement. Form of
Administration and Service Agreement (as amended
November 1995) (Module) incorporated into this
filing by reference to the initial registration
statement on Form N-1A filed on October 24,
1997.
(f) Dealer's Agreement. Dealer's Agreement (as
amended November 1995)(Module) incorporated into
this filing by reference to the initial
registration statement on Form N-1A filed on
October 24, 1997.
(g) Mutual Fund Agreement for the Delaware Group of
Funds (as amended November 1995) (Module)
incorporated into this filing by reference to
the initial registration statement on Form N-1A
filed on October 24, 1997.
(7) Bonus, Profit Sharing, Pension Contracts.
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(a) Amended and Restated Profit Sharing Plan
(November 17, 1994) (Module) incorporated into
this filing by reference to the initial
registration statement on Form N-1A filed on
October 24, 1997.
<PAGE>
Part C - Other Information
(Continued)
(b) Amendment to Profit Sharing Plan (December 21,
1995) (Module) incorporated into this filing by
reference to the initial registration statement
on Form N-1A filed on October 24, 1997.
(8) Custodian Agreement.
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(a) Custodian Agreement (Module) with The Chase
Manhattan Bank incorporated into this filing by
reference to the initial registration statement
on Form N-1A filed on October 24, 1997.
(i) Letter to add the Income Portfolio,
the Balanced Portfolio and the Growth
Portfolio to the Custodian Agreement
with The Chase Manhattan Bank to be
filed by amendment.
(ii) Form of Letter to add The Asset
Allocation Portfolio to the Custodian
Agreement with The Chase Manhattan
Bank incorporated into this filing by
reference to Post-Effective Amendment
No. 2 filed on June 17, 1998.
(9) Other Material Contracts.
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(a) Executed Shareholders Services Agreement
(December 18, 1997) between Delaware Service
Company, Inc. and the Registrant on behalf of
the Income Portfolio, Balanced Portfolio and
Growth Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(b) Form of Shareholder Services Agreement (1998)
between Delaware Service Company, Inc. and the
Registrant on behalf of The Asset Allocation
Portfolio incorporated into this filing by
reference to Post-Effective Amendment No. 2
filed on June 17, 1998.
(c) Executed Fund Accounting Agreement (Module)
(August 19, 1996) with Delaware Service Company,
Inc. incorporated into this filing by reference
to the initial registration statement on Form
N-1A filed on October 24, 1997.
(i) Form of Amendment No. 8 to Delaware
Group of Funds Fund Accounting
Agreement incorporated into this
filing by reference to Post-Effective
Amendment No. 2 filed on June 17,
1998.
(ii) Form of Amendment No. 9 to Delaware
Group of Funds Fund Accounting
Agreement incorporated into this
filing by reference to Post-Effective
Amendment No. 2 filed on June 17,
1998.
(iii) Form of Amendment No. 10 to Delaware
Group of Funds Fund Accounting
Agreement incorporated into this
filing by reference to Post-Effective
Amendment No. 2 filed on June 17,
1998.
(10) Opinion of Counsel. Incorporated into this filing by
reference to Post-Effective Amendment No. 1 filed on
December 30, 1997.
<PAGE>
Part C - Other Information
(Continued)
(11) Consent of Auditors. Inapplicable.
(12) Inapplicable.
(13) Subscription Agreement. Incorporated into this filing by
reference to Post-Effective Amendment No. 2 filed
January 21, 1998.
(14) Inapplicable.
(15) Plans under Rule 12b-1.
(a) Executed Plan under Rule 12b-1 for Class A of
Balanced Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(b) Executed Plan under Rule 12b-1 for Class B of
Balanced Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(c) Executed Plan under Rule 12b-1 for Class C of
Balanced Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(d) Executed Plan under Rule 12b-1 for Class A of
Growth Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(e) Executed Plan under Rule 12b-1 for Class B of
Growth Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(f) Executed Plan under Rule 12b-1 for Class C of
Growth Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(g) Executed Plan under Rule 12b-1 for Class A of
Income Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(h) Executed Plan under Rule 12b-1 for Class B of
Income Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(i) Executed Plan under Rule 12b-1 for Class C of
Income Portfolio incorporated into this filing
by reference to Pre-Effective Amendment No. 1
filed on December 30, 1997.
(16) Schedules of Computation for each Performance Quotation.
Inapplicable.
<PAGE>
Part C - Other Information
(Continued)
(17) Financial Data Schedules. Inapplicable.
(18) Plan Under Rule 18f-3. Incorporated into this filing by
reference to the initial registration statement on Form
N-1A filed on October 24, 1997.
(a) Amended Appendix A to Plan under Rule 18f-3
incorporated into this filing by reference to
Pre-Effective Amendment No. 1 filed on December
30, 1997.
(19) Other: Trustees' Power of Attorney. Incorporated into
this filing by reference to Post-Effective Amendment No.
2 filed on June 17, 1998.
Item 25. Persons Controlled by or under Common Control with Registrant. None.
Item 26. Number of Holders of Securities. None.
Item 27. Indemnification. Incorporated into this filing by reference to the
initial registration statement on Form N-1A filed on October 24,
1997.
Item 28. Business and Other Connections of Investment Adviser.
Incorporated into this filing by reference to Item 28a of Part C in
Post-Effective Amendment No. 23 to the Registration Statement of
Delaware Pooled Trust, Inc. filed August 28, 1998.
Item 29. Principal Underwriters.
Incorporated into this filing by reference to Item 29 of Part C in
Post-Effective Amendment No. 23 to the Registration Statement of
Delaware Pooled Trust, Inc. filed August 28, 1998.
Item 30. Location of Accounts and Records.
All accounts and records are maintained in Philadelphia at
1818 Market Street, Philadelphia, PA 19103 or One Commerce
Square, Philadelphia, PA 19103.
Item 31. Management Services. None.
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's annual report to shareholders, upon request
and without charge.
(d) The Registrant hereby undertakes to promptly call a
meeting of shareholders for the purpose of voting upon the
question of removal of any trustee when requested in
writing to do so by the record holders of not less than
10% of the outstanding shares.
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia and Commonwealth of Pennsylvania on
this 27th day of August, 1998.
DELAWARE GROUP FOUNDATION FUNDS
By /s/Wayne A. Stork
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Wayne A. Stork
Chairman
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------- --------------------------------- ---------------
<S> <C> <C>
/s/Wayne A. Stork Chairman of the Board and Trustee August 27, 1998
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Wayne A. Stork
Executive Vice President/
Chief Operating Officer/
Chief Financial Officer (Principal
Financial Officer and Principal
/s/David K. Downes Accounting Officer) August 27, 1998
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David K. Downes
/s/Walter P. Babich * Trustee August 27, 1998
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Walter P. Babich
/s/John H. Durham * Trustee August 27, 1998
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John H. Durham
/s/Anthony D. Knerr * Trustee August 27, 1998
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Anthony D. Knerr
/s/Ann R. Leven * Trustee August 27, 1998
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Ann R. Leven
/s/W. Thacher Longstreth * Trustee August 27, 1998
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W. Thacher Longstreth
/s/Thomas F. Madison * Trustee August 27, 1998
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Thomas F. Madison
/s/Jeffrey J. Nick * Trustee August 27, 1998
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Jeffrey J. Nick
/s/Charles E. Peck * Trustee August 27, 1998
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Charles E. Peck
</TABLE>
* By /s/Wayne A. Stork
-----------------------
Wayne A. Stork
as Attorney-in-Fact
for each of the persons indicated
