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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. 11 X
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AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 12
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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) 255-1255
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Eric E. Miller, Esquire, 1818 Market Street, Philadelphia, PA 19103
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(Name and Address of Agent for Service)
Approximate Date of Public Offering: February 28, 2000
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It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b)
__X__ on February 28, 2000 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on (date) pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate:
_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
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--- C O N T E N T S ---
This Post-Effective Amendment No. 11 to Registration File No.
333-38801 includes the following:
1. Facing Page
2. Contents Page
3. Part A - Prospectuses*
4. Part B - Statement of Additional Information*
5. Part C - Other Information
6. Signatures
*The Asset Allocation Portfolio's Prospectus and Statement of Additional
Information are incorporated into this filing by reference to the electronic
filing of Post-Effective Amendment No. 32 to the Registration Statement of
Delaware Pooled Trust filed on February 28, 2000.
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PART C
Other Information
Item 23. Exhibits
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(a) Declaration of Trust.
(1) Declaration of Trust incorporated into
this filing by reference to the initial
registration statement on Form N-1A
filed on October 24, 1997.
(b) By-Laws.
(1) By-Laws incorporated into this filing by
reference to the initial registration
statement on Form N-1A filed on October
24, 1997.
(c) Copies of All Instruments Defining the Rights of
Holders.
(1) 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.
(2) By-Laws. By-Laws incorporated into this
filing by reference to the initial
registration statement on Form N-1A
filed on October 24, 1997.
(d) Investment Management Agreements.
(1) Executed Investment Management Agreement
(April 1, 1999) between Delaware
Management Company and the Registrant on
behalf of the Delaware Balanced
Portfolio and Delaware Income Portfolio
incorporated into this filing by
reference to Post Effective Amendment
No. 8 filed October 13, 1999.
(2) Executed Amendment No. 1 to the
Investment Management Agreement (April
15, 1999) between Delaware Management
Company and the Registrant adding the
Delaware Growth Portfolio to the
Investment Management Agreement dated
April 1, incorporated into this filing
by reference to Post Effective Amendment
No. 8 filed October 13, 1999.
(3) 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.
(4) Form of Amendment No. 2 to the
Investment Management Agreement (1999)
between Delaware Management Company and
the Registrant adding the Delaware S&P
500 Index Fund to the Investment
Management Agreement dated April 1, 1999
incorporated into this filing by
reference to Post Effective Amendment
No. 8 filed October 13, 1999.
(5) Form of Sub-Advisory Agreement (1999)
between Delaware Management Company and
on behalf of the Delaware S&P 500 Index
Fund incorporated into this filing by
reference to Post Effective Amendment
No. 8 filed October 13, 1999.
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(e) (1) 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.
(2) Executed Distribution Agreement
(December 18, 1997) between Delaware
Distributors, L.P. and the Registrant on
behalf of the Delaware Growth Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
(3) Executed Distribution Agreement
(December 18, 1997) between Delaware
Distributors, L.P. and the Registrant on
behalf of the Delaware Income Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
(4) 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.
(5) Form of Distribution Agreement (1999)
between Delaware Distributors, L.P. and
the Registrant on behalf of Delaware S&P
500 Index Fund incorporated into this
filing by reference to Post Effective
Amendment No. 8 filed October 13, 1999.
(6) 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.
(7) 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.
(8) 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.
(f) Inapplicable.
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(g) Custodian Agreement.
(1) 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 Delaware
Income Portfolio, the Delaware
Balanced Portfolio and the
Growth Portfolio to the
Custodian Agreement with The
Chase Manhattan Bank
incorporated into this filing
by reference to Post-Effective
Amendment No. 4 filed on
November 30, 1998.
(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.
(iii) Form of Letter to add Delaware
S&P 500 Index Fund to the
Custodian Agreement with The
Chase Manhattan Bank
incorporated into this filing
by reference to Post Effective
Amendment No. 8 filed October
13, 1999.
(h) Other Material Contracts.
(1) Executed Shareholders Services Agreement
(December 18, 1997) between Delaware
Service Company, Inc. and the Registrant
on behalf of the Delaware Income
Portfolio, Balanced Portfolio and
Delaware Growth Portfolio incorporated
into this filing by reference to
Pre-Effective Amendment No. 1 filed on
December 30, 1997.
(2) 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.
(3) Form of Shareholder Services Agreement
(1999) between Delaware Service Company,
Inc. and the Registrant on behalf of
Delaware S&P 500 Index Fund incorporated
into this filing by reference to Post
Effective Amendment No. 8 filed October
13, 1999.
(4) 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 and
Post-Effective Amendment No. 6 filed on
January 21, 1999.
(i) Opinion of Counsel. Incorporated into this
filing by reference to Post Effective Amendment
No. 4 filed November 30, 1998.
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(j) Consent of Auditors. Inapplicable.
(k) Inapplicable.
(l) Subscription Agreement. Incorporated into this
filing by reference to Post-Effective Amendment
No. 2 filed January 21, 1998.
(m) Plans under Rule 12b-1.
(1) Executed Plan under Rule 12b-1 for Class
A of Delaware Balanced Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
(2) Executed Plan under Rule 12b-1 for Class
B of Delaware Balanced Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30,1997.
(3) Executed Plan under Rule 12b-1 for Class
C of Delaware Balanced Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30,1997.
(4) Executed Plan under Rule 12b-1 for Class
A of Delaware Growth Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
(5) Executed Plan under Rule 12b-1 for Class
B of Delaware Growth Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
(6) Executed Plan under Rule 12b-1 for Class
C of Delaware Growth Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
(7) Executed Plan under Rule 12b-1 for Class
A of Delaware Income Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
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(8) Executed Plan under Rule 12b-1 for Class
B of Delaware Income Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
(9) Executed Plan under Rule 12b-1 for Class
C of Delaware Income Portfolio
incorporated into this filing by
reference to Pre-Effective Amendment No.
1 filed on December 30, 1997.
(10) Form of Plan under Rule 12b-1 for Class
A of Delaware S&P 500 Index Fund
incorporated into this filing by
reference to Post Effective Amendment
No. 8 filed October 13, 1999.
(11) Form of Plan under Rule 12b-1 for Class
B of Delaware S&P 500 Index Fund
incorporated into this filing by
reference to Post Effective Amendment
No. 8 filed October 13, 1999.
(12) Form of Plan under Rule 12b-1 for Class
C of Delaware S&P 500 Index Fund
incorporated into this filing by
reference to Post Effective Amendment
No. 8 filed October 13, 1999.
(n) 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.
(1) 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.
(2) Form of Amended Appendix A to Plan under
Rule 18-3 incorporated into this filing
by reference to Post Effective Amendment
No. 8 filed October 13, 1999.
(o) Other: Trustees' Power of Attorney. Incorporated
into this filing by reference to Post-Effective
Amendment No. 8 filed October 13, 1999.
Item 24. Persons Controlled by or under Common Control with
Registrant. None.
Item 25. Indemnification. Incorporated into this filing by
reference to the initial registration statement on Form
N-1A filed on October 24, 1997.
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Item 26. Business and Other Connections of Investment Adviser.
(a) Delaware Management Company (the "Manager"), a series
of Delaware Management Business Trust, serves as investment manager to the
Registrant and also serves as investment manager or sub-adviser to certain of
the other funds in the Delaware Investments family (Delaware Group Equity Funds
I, Delaware Group Equity Funds II, Delaware Group Equity Funds III, Delaware
Group Equity Funds IV, Delaware Group Equity Funds V, Delaware Group Government
Fund, Delaware Group Income Funds, Delaware Group Limited-Term Government Funds,
Delaware Group Cash Reserve, Delaware Group Tax-Free Fund, Delaware Group State
Tax-Free Income Trust, Delaware Group Tax-Free Money Fund, Delaware Group
Premium Fund, Delaware Group Global & International Funds, Delaware Pooled
Trust, Delaware Group Adviser Funds, Delaware Group Dividend and Income Fund,
Inc., Delaware Group Global Dividend and Income Fund, Inc., Voyageur
Intermediate Tax-Free Funds, Voyageur Tax-Free Funds, Voyageur Funds, Voyageur
Insured Funds, Voyageur Investment Trust, Voyageur Mutual Funds, Voyageur Mutual
Funds II, Voyageur Mutual Funds III, Voyageur Arizona Municipal Income Fund,
Inc., Voyageur Colorado Insured Municipal Income Fund, Inc., Voyageur Florida
Insured Municipal Income Fund, Voyageur Minnesota Municipal Fund, Inc., Voyageur
Minnesota Municipal Fund II, Inc. and Voyageur Minnesota Municipal Fund III,
Inc.). In addition, certain officers of the Manager also serve as
directors/trustees of the other funds in the Delaware Investments family, and
certain officers are also officers of these other funds. A company indirectly
owned by the Manager's indirect parent company acts as principal underwriter to
the mutual funds in the Delaware Investments family (see Item 29 below) and
another such company acts as the shareholder services, dividend disbursing,
accounting servicing and transfer agent for all of the mutual funds in the
Delaware Investments family. Information regarding the officers and directors of
the Manager and the positions they have held with the Registrant during the past
two years is incorporated into this filing by reference to Post-Effective
Amendment No. 32 to the Registration Statement of Delaware Pooled Trust filed on
February 28, 2000.
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(b) State Street Global Advisors ("State Street") serves as sub-adviser
to the Registrant on behalf of Delaware S&P 500 Index Fund. State Street
currently manages large institutional accounts and collective investment funds.
The following persons serving as directors or officers of the Manager have held
the following positions during the past two years:
<TABLE>
<CAPTION>
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Name and Principal Business Address* Positions and Offices with State Street
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<S> <C>
Tenley E. Albright, MD Director
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Joseph A. Baute Director
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I. MacAlister Booth Director
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Marshall N. Carter Chariman and CEO
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James I. Cash, Jr. Director
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Truman S. Casner Director
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Nader F. Darehshori Director
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Arthur L. Goldstein Director
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David P. Gruber Director
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John M. Kucharski Director
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Charles R. LaMantia Director
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David B. Perini Director
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Dennis J. Picard Director
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Alfred Poe Director
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Bernard W. Reznicek Director
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David A. Spina President and Chief Operating Officer
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Diana Chapman Walsh Director
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Robert E. Weissman Director
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Dale L. Carleton Vice Chariman
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Ronald E. Logue Vice Chairman
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Nicholas A. Lopardo Vice Chairman
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Maureen Scannell Bateman Executive Vice President/General Counsel
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Joseph W. Chow Executive Vice President
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Susan Comeau Executive Vice President
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John Fiore Executive Vice President and Chief
Information Officer
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Timothy B. Harbert Executive Vice President
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Ronald L. O'Kelley Executive Vice President, Treasurer and
Chief Financial Officer
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Albert E. Petersen Executive Vice President
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William M. Reghitto Executive Vice President
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Stanley W. Shelton Executive Vice President
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John R. Towers Executive Vice President
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</TABLE>
*Business Address is Two International Place Boston, MA 02110.
<PAGE>
Item 27. Principal Underwriters.
(a) Delaware Distributors, L.P. serves as principal
underwriter for all the mutual funds in the Delaware
Investments family.
(b) Information with respect to each director, officer or
partner of the principal underwriter is incorporated into
this filing by reference to Post-Effective Amendment No.
32 to the Registration Statement of Delaware Pooled Trust
filed on February 28, 2000.
Item 28. 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 29. Management Services. None.
Item 30. Undertakings.
(a) Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all 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 28th day of February 2000.
DELAWARE GROUP FOUNDATION FUNDS
By /s/David K. Downes
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David K. Downes
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
President/Chief Executive Officer/
Chief Financial Officer (Principal
Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
/s/David K. Downes and Trustee February 28, 2000
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David K. Downes
/s/Wayne A. Stork * Trustee February 28, 2000
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Wayne A. Stork
/s/ Walter P. Babich * Trustee February 28, 2000
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Walter P. Babich
/s/ John H. Durham * Trustee February 28, 2000
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John H. Durham
/s/ Anthony D. Knerr * Trustee February 28, 2000
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Anthony D. Knerr
/s/ Ann R. Leven * Trustee February 28, 2000
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Ann R. Leven
/s/ Thomas F. Madison * Trustee February 28, 2000
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Thomas F. Madison
/s/ Charles E. Peck * Trustee February 28, 2000
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Charles E. Peck
/s/ Jan L. Yeomans * Trustee February 28, 2000
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Jan L. Yeomans
</TABLE>
*By /s/David K. Downes
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David K. Downes
as Attorney-in-Fact for
each of the persons indicated
