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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/09/24 Delaware Group Income Funds 485BPOS 4/09/24 4:34M Pietrzykowski Kris… R/FA → Delaware Corporate Bond Fund ⇒ Class A (DGCAX) — Class C (DGCCX) — Institutional Class (DGCIX) |
Document/Exhibit Description Pages Size 1: 485BPOS Post-Effective Amendment of a Form N-1 or N-1A HTML 82K Registration 2: EX-99 Miscellaneous Exhibit HTML 14K 3: EX-99 Miscellaneous Exhibit HTML 51K 4: EX-99 Miscellaneous Exhibit HTML 26K
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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/ /
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Post-Effective Amendment No.
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1
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/X/
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(Check appropriate box or boxes)
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DELAWARE GROUP INCOME FUNDS
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(Exact Name of Registrant as Specified in Charter)
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(800) 523-1918
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Registrant’s Area Code and Telephone Number
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(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
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(Name and Address of Agent for Service)
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Please send copies of all communications to:
Taylor Brody, Esq.
Jonathan M. Kopcsik, Esq.
Stradley, Ronon, Stevens & Young, LLP
(215) 564-8071
(215) 564-8099
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Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.
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Title of the securities being registered: Class A, Class C, and Institutional Class shares of beneficial interest, no par value, of Delaware Corporate Bond Fund. No filing fee is due because the Registrant is relying on Section 24(f) of
the Investment Company Act of 1940, as amended.
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It is proposed that the filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended.
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Part A and Part B of this Amendment are incorporated by reference to the Rule 497 electronic filing made on May 3, 2023
(Accession No. 0001137439-23-000620).
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1.
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Facing Page
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2.
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Contents Page
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3.
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4.
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5.
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Part C – Other Information
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6.
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Signatures
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7.
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Exhibits
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Item 15
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Article VII, Section 2 (November 15, 2006) to the Agreement and Declaration of Trust incorporated into this filing by reference to
Post-Effective Amendment No. 72 filed November 28, 2007. Article VI of the Amended and Restated By-Laws (April 1, 2015) incorporated into this
filing by reference to Post-Effective Amendment No. 91 filed November 25, 2015.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that
in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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Item 16
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Exhibits. The following exhibits are incorporated by reference to the Registrant’s previously filed registration statements on Form N-1A indicated below, except as noted:
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(1)
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Copies of the charter of the Registrant as now in effect;
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(a)
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Agreement and Declaration of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 61
filed July 29, 1999.
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(i)
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Certificate of Amendment (November 15, 2006) to the Agreement and Declaration of Trust incorporated into this filing by reference to
Post-Effective Amendment No. 72 filed November 28, 2007.
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(ii)
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Certificate of Amendment (February 26, 2009) to the Agreement and Declaration of Trust incorporated into this filing by reference
to Post-Effective Amendment No. 75 filed August 26, 2009.
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(iii)
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Certificate of Amendment (August 18, 2009) to the Agreement and Declaration of Trust incorporated into this filing by reference to
Post-Effective Amendment No. 76 filed November 25, 2009.
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(iv)
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Certificate of Amendment (May 21, 2015) to the Agreement and Declaration of Trust incorporated into this filing by reference to
Post-Effective Amendment No. 91 filed November 25, 2015.
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(b)
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Certificate of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 61 filed July 29,
1999.
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(2)
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Copies of the existing By-Laws or corresponding instruments of the Registrant;
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(a)
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Amended and Restated By-Laws (April 1, 2015) incorporated into this filing by reference to Post-Effective Amendment No. 91 filed November 25,
2015.
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(3)
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Copies of any voting trust agreement affecting more than 5 percent of any class of equity securities of the Registrant;
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Not applicable.
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(4)
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Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it;
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(a)
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Agreement and Plan of Reorganization (September 15, 2023) attached as Exhibit No. EX-99.4.a.
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(5)
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Copies of all instruments defining the rights of holders of the securities being registered, including copies, where applicable, of the relevant portion of the articles of incorporation or by-laws of the Registrant;
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None other than those contained in Exhibits (1) and (2).
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(6)
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Copies of all investment advisory contracts relating to the management of the assets of the Registrant;
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(a)
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Investment Management Agreement (January 4, 2010) between Delaware Management Company (a series of Macquarie Investment Management Business Trust)
and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 78 filed February 25, 2010.
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(i)
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Amendment No. 4 (January 31, 2017) to Exhibit A to the Investment Management Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 126 filed November 28, 2022.
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(b)
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Investment Advisory Expense Limitation Letter (November 29, 2023) from Delaware Management Company (a series of Macquarie Investment
Management Business Trust) relating to the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(c)
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Sub-Advisory Agreement (Fixed Income) (May 30, 2019) between Macquarie Investment Management Europe Limited and Delaware Management
Company (a series of Macquarie Investment Management Business Trust) incorporated into this filing by reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(i)
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Amendment No. 2 to Schedule 1 of the Sub-Advisory Agreement (Fixed Income) (November 12, 2021) between Macquarie Investment Management
Europe Limited and Delaware Management Company (a series of Macquarie Investment Management Business Trust) incorporated into this filing by reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(d)
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Sub-Advisory Agreement (Delaware Fixed Income Funds) (May 30, 2019) between Delaware Management Company (a series of Macquarie
Investment Management Business Trust) and Macquarie Investment Management Global Limited incorporated into this filing by reference to Post-Effective Amendment No. 126 filed November 28, 2022.
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(i)
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Form of Amendment No. 3 to Schedule I of the Sub-Advisory Agreement (Delaware Fixed Income Funds) incorporated into this filing by
reference to Post-Effective Amendment No. 126 filed November 28, 2022.
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(7)
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Copies of each underwriting or distribution contract between the Registrant and a principal underwriter, and specimens or copies of all agreements between principal underwriters and dealers;
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(a)
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Distribution Agreements.
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(i)
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Amended and Restated Distribution Agreement (February 25, 2016) between Delaware Distributors, L.P. and the Registrant incorporated into
this filing by reference to Post-Effective Amendment No. 97 filed November 23, 2016.
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(ii)
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Amendment No. 2 (January 31, 2019) to Schedule I to the Amended and Restated Distribution Agreement incorporated into this filing
by reference to Post-Effective Amendment No. 109 filed November 26, 2019.
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(iii)
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Distribution Expense Limitation Letter (December 12, 2008) between Delaware Distributors, L.P. and the Registrant, on behalf of
the Delaware High-Yield Opportunities Fund, incorporated into this filing by reference to Post-Effective Amendment No. 1 on Form N-14 (File No. 333-156151) filed May 26, 2009.
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(b)
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Form of Dealer's Agreement incorporated into this filing by reference to Post-Effective Amendment No. 105 filed November 27, 2018.
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(c)
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Form of Registered Investment Advisers Agreement incorporated into this filing by reference to Post-Effective Amendment No. 105 filed
November 27, 2018.
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(d)
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Form of Bank/Trust Agreement incorporated into this filing by reference to Post-Effective Amendment No. 105 filed November 27, 2018.
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(8)
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Copies of all bonus, profit sharing, pension or other similar contracts or arrangements wholly or partly for the benefit of directors or officers of the Registrant in their capacity as such. Furnish a reasonably detailed description of
any plan that is not set forth in a formal document;
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Not applicable.
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(9)
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Copies of all custodian agreements and depository contracts under Section 17(f) of the Investment Company Act of 1940, as amended (the “1940 Act”), for securities and similar investments of the Registrant, including the schedule of
remuneration;
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(a)
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Mutual Fund Custody and Services Agreement (July 20, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the
Registrant incorporated into this filing by reference to Post-Effective Amendment No. 73 filed November 26, 2008.
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(i)
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Amendment (January 1, 2014) to Mutual Fund Custody and Services Agreement incorporated into this filing by reference to Post-Effective
Amendment No. 88 filed November 26, 2014.
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(ii)
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Amendment No. 2 (July 1, 2017) to Mutual Fund Custody and Services Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 103 filed November 28, 2017.
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(iii)
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Amendment No. 4 (July 19, 2019) to Mutual Fund Custody and Services Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 126 filed November 28, 2022.
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(iv)
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Amendment No. 5 (December 31, 2021) to Mutual Fund Custody and Services Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 126 filed November 28, 2022.
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(v)
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Amendment No. 6 (December 31, 2021) to Mutual Fund Custody and Services Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 126 filed November 28, 2022.
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(b)
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Securities Lending Authorization Agreement (July 20, 2007) between The Bank of New York Mellon (formerly, Mellon Bank, N.A.) and the
Registrant incorporated into this filing by reference to Post-Effective Amendment No. 72 filed November 28, 2007.
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(i)
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Amendment (September 22, 2009) to the Securities Lending Authorization Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 79 filed September 30, 2010.
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(ii)
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Amendment No. 2 (January 1, 2010) to the Securities Lending Authorization Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 78 filed February 25, 2010.
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(10)
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Copies of any plan entered into by Registrant pursuant to Rule 12b-1 under the 1940 Act and any agreements with any person relating to implementation of the plan, and copies of any plan entered into by Registrant pursuant to Rule 18f-3
under the 1940 Act, any agreement with any person relating to implementation of the plan, any amendment to the plan, and a copy of the portion of the minutes of the meeting of the Registrant’s trustees describing any action taken to revoke
the plan;
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(a)
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Plan under Rule 12b-1 for Class A (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 64 filed September
28, 2001.
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(b)
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Plan under Rule 12b-1 for Class C (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 64 filed September
28, 2001.
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(c)
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Plan under Rule 12b-1 for Class R (May 15, 2003) incorporated into this filing by reference to Post-Effective Amendment No. 67 filed September 29,
2003.
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(d)
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Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 (July 28, 2023) incorporated into this filing by reference to
Post-Effective Amendment No. 127 filed November 30, 2023.
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(i)
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Appendix A (November 1, 2023) to the Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 incorporated into this filing by
reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(11)
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An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and non-assessable;
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(a)
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Opinion and Consent of Counsel (March 9. 2023) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No.
333-270423) filed March 9, 2023.
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(12)
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An opinion, and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus;
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(a)
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Opinion and Consent of Counsel regarding tax matters (September 15, 2023) attached as Exhibit No. EX-99.12.a.
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(b)
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Opinion and Consent of Counsel regarding tax matters (October 27, 2023) attached as Exhibit No. EX-99.12.b.
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(13)
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Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be performed in whole or in part on or after the date of filing the registration statement;
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(a)
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Shareholder Services Agreement (April 19, 2001) between Delaware Service Company, Inc. and the Registrant incorporated into this filing by
reference to Post-Effective Amendment No. 65 filed October 17, 2002.
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(i)
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Letter Amendment (August 23, 2002) to the Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment
No. 67 filed September 29, 2003.
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(ii)
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Amendment No. 3 (October 29, 2014) to Schedule A to the Shareholder Services Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 88 filed November 26, 2014.
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(iii)
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Amended and Restated Schedule B (June 25, 2022) to the Shareholder Services Agreement incorporated into this filing by reference
to Post-Effective Amendment No. 126 filed November 28, 2022.
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(iv)
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Assignment and Assumption Agreement (November 1, 2014) between Delaware Service Company, Inc. and Delaware Investments Fund Services
Company relating to the Shareholder Services Agreement incorporated into this filing by reference to Post-Effective Amendment No. 88 filed November 26, 2014.
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(b)
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Amended and Restated Fund Accounting and Financial Administration Services Agreement (January 1, 2014) between The Bank of New York Mellon
and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 88 filed November 26, 2014.
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(i)
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Amendment No. 1 (July 1, 2017) to Amended and Restated Fund Accounting and Financial Administration Services Agreement incorporated
into this filing by reference to Post-Effective Amendment No. 103 filed November 28, 2017.
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(ii)
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Amendment No. 2 (October 11, 2021) to Amended and Restated Fund Accounting and Financial Administration Services Agreement incorporated
into this filing by reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(iii)
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Amendment No. 3 (December 31, 2021) to Amended and Restated Fund Accounting and Financial Administration Services Agreement
incorporated into this filing by reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(iv)
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Amendment No. 4 (January 31, 2022) to Amended and Restated Fund Accounting and Financial Administration Services Agreement incorporated
into this filing by reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(c)
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Amended and Restated Fund Accounting and Financial Administration Oversight Agreement (January 1, 2014) between Delaware Service Company,
Inc. and the Registrant incorporated into this filing by reference to Post-Effective Amendment No. 88 filed November 26, 2014.
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(i)
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Assignment and Assumption Agreement (November 1, 2014) between Delaware Service Company, Inc. and Delaware Investments Fund Services
Company relating to the Amended and Restated Fund Accounting and Financial Administration Oversight Agreement incorporated into this filing by reference to Post-Effective Amendment No. 88 filed November 26, 2014.
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(ii)
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Amendment No. 1 (September 1, 2017) to Amended and Restated Fund Accounting and Financial Administration Oversight Agreement
incorporated into this filing by reference to Post-Effective Amendment No. 103 filed November 28, 2017.
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(iii)
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Amendment No. 2 (October 11, 2021) to Amended and Restated Fund Accounting and Financial Administration Oversight Agreement
incorporated into this filing by reference to Post-Effective Amendment No. 126 filed November 28, 2022.
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(iv)
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Amendment No. 3 (effective October 1, 2023) to Amended and Restated Fund Accounting and Financial Administration Oversight Agreement
incorporated into this filing by reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(14)
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Copies of any other opinions, appraisals or rulings, and consents to their use relied on in preparing the registration statement and required by Section 7 of the 1933 Act;
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Not applicable.
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(15)
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All financial statements omitted pursuant to Item 14(a)(1);
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Not applicable.
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(16)
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Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement; and
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(a)
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Powers of Attorney (February 16, 2023) incorporated into this filing by reference to the Registration Statement on Form N-14 (File No. 333-270423)
filed March 9, 2023.
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(17)
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Any additional exhibits which the Registrant may wish to file; and
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(a)
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Code of Ethics for Macquarie Asset Management, Delaware Funds by Macquarie, Optimum Fund Trust and Macquarie ETF Trust (October 2023)
incorporated into this filing by reference to Post-Effective Amendment No. 127 filed November 30, 2023.
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(b)
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Code of Ethics for Macquarie Investment Management Austria Kapitalanlage AG (June 2021) incorporated into this filing by reference to
Post-Effective Amendment No. 124 filed July 30, 2021.
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(c)
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Code of Ethics for Macquarie Investment Management Europe Limited (March 2021) incorporated into this filing by reference to
Post-Effective Amendment No. 124 filed July 30, 2021.
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(d)
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Code of Ethics for Macquarie Investment Management Global Limited (February 18, 2021) incorporated into this filing by reference to
Post-Effective Amendment No. 124 filed July 30, 2021.
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(18)
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Furnish the following information, in substantially the tabular form indicated, as to each type and class of securities being registered.
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Not applicable.
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Item 17
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Undertakings.
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(1)
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The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
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(2)
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The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the
initial bona fide offering of them.
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DELAWARE GROUP INCOME FUNDS
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By:
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/s/ Richard Salus
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Richard Salus
Senior Vice President/Chief Financial Officer |
Signature
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Title
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Date
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Shawn K. Lytle
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*
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President/Chief Executive Officer
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Shawn K. Lytle
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(Principal Executive Officer) and Trustee
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Jerome D. Abernathy
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*
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Trustee
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Jerome D. Abernathy
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Ann D. Borowiec
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*
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Trustee
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Ann D. Borowiec
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Joseph W. Chow
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*
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Trustee
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Joseph W. Chow
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H. Jeffrey Dobbs
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*
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Trustee
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H. Jeffrey Dobbs
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John A. Fry
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*
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Trustee
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John A. Fry
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Joseph Harroz, Jr.
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*
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Trustee
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Joseph Harroz, Jr.
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Sandra A.J. Lawrence
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*
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Trustee
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Sandra A.J. Lawrence
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Frances A. Sevilla-Sacasa
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*
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Trustee
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Frances A. Sevilla-Sacasa
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Thomas K. Whitford
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*
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Chair and Trustee
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Thomas K. Whitford
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Christianna Wood
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*
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Trustee
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Christianna Wood
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/s/ Richard Salus
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Senior Vice President/Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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*By: /s/ Richard Salus
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as Attorney-in-Fact for each of the persons indicated
(Pursuant to Powers of Attorney previously filed)
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Exhibit No.
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Exhibit
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Agreement and Plan of Reorganization (September 15, 2023)
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Opinion and Consent of Counsel regarding tax matters (September 15, 2023)
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Opinion and Consent of Counsel regarding tax matters (October 27, 2023)
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This ‘485BPOS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 4/9/24 | |||
11/30/23 | 40-17G, 485BPOS, 497K | |||
10/27/23 | ||||
9/15/23 | ||||
5/3/23 | 497, EFFECT | |||
3/9/23 | N-14 | |||
11/28/22 | 485BPOS, 497K | |||
7/30/21 | 485BPOS, NPORT-P | |||
11/26/19 | 485BPOS | |||
11/27/18 | 485BPOS, 497J | |||
11/28/17 | 485BPOS, 497J, 497K | |||
11/23/16 | 485BPOS | |||
11/25/15 | 485BPOS | |||
11/26/14 | 24F-2NT/A, 485BPOS | |||
9/30/10 | 485APOS | |||
2/25/10 | 485BPOS | |||
11/25/09 | 485BPOS | |||
8/26/09 | 485BPOS | |||
5/26/09 | 485BPOS | |||
11/26/08 | 485BPOS | |||
11/28/07 | 485BPOS | |||
9/29/03 | 485BPOS | |||
10/17/02 | 485BPOS, 497 | |||
9/28/01 | 485BPOS, N-30D | |||
7/29/99 | 485APOS | |||
List all Filings |