333-146274
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/ / Pre-Effective Amendment No. ____
/X/ Post-Effective Amendment No. 1
(Check appropriate box or boxes)
DELAWARE GROUP ADVISER FUNDS
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(Exact Name of Registrant as Specified in Charter)
(800) 523-1918
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(Area Code and Telephone Number)
2005 Market Street, Philadelphia, PA19103-7094
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Address of Principal Executive Offices: (Number, Street, City, State, Zip Code)
David F. Connor, Esq., 2005 Market Street, Philadelphia, PA19103-7094
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Name and Address of Agent for Service: (Number, Street, City, State, Zip Code)
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective under
the Securities Act of 1933, as amended.
Title of the securities being registered:
Class A, Class B, Class C and Institutional Class shares of beneficial interest,
no par value, of Delaware U.S. Growth Fund, one series of the Registrant. No
filing fee is due because Registrant is relying on Section 24(f) of the
Investment Company Act of 1940, as amended.
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 488 under the Securities Act of 1933, as amended.
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--- C O N T E N T S ---
This Registration Statement includes the following:
1. Facing Page
2. Contents Page
3. Part A - Proxy Statement/Prospectus
4. Part B - Statement of Additional Information
5. Part C - Other Information
6. Signatures
7. Exhibits
2
PART A
Part A, the definitive Proxy Statement/Prospectus dated October 24, 2007, has
been filed pursuant to Rule 497(b) of the Securities Act of 1933, as amended
[Accession No. 0001206774-07-002498] on October 31, 2007, and is incorporated
herein by reference.
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PART B
Part B, the Statement of Additional Information dated October 24, 2007, has been
filed pursuant to Rule 497(b) of the Securities Act of 1933, as amended
[Accession No. 0001206774-07-002498] on October 31, 2007, and is incorporated
herein by reference.
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PART C
OTHER INFORMATION
Item 15. Indemnification. Article VII, Section 2 (November 15, 2006) to the
Agreement and Declaration of Trust incorporated into this filing by
reference to Form N-14 filed September 24, 2007. Article VI of the
Amended and Restated By-Laws (November 16, 2006) incorporated into
this filing by reference to Form N-14 filed September 24, 2007.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to Trustees, officers and controlling
persons of the Registrant pursuant to the provisions described in
response to Item 15, or otherwise, the Registrant has been advised
that in the opinion of the U.S. Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Trustee, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Item 16. Exhibits. The following exhibits are incorporated by reference to the
Registrant's previously filed registration statements on Form N-1A
indicated below, except as noted:
(1) Copies of the charter of the Registrant as now in effect;
(a) Executed Agreement and Declaration of Trust (December 17,1998) incorporated into this filing by reference to
Post-Effective Amendment No. 12 filed November 22, 1999.
(i) Executed Certificate of Trust (December 17, 1998)
incorporated into this filing by reference to
Post-Effective Amendment No. 12 filed November 22,1999.
(b) Executed Certificate of Amendment (November 15, 2006) to the
Agreement and Declaration of Trust incorporated into this
filing by reference to Form N-14 filed September 24, 2007.
(2) Copies of the existing bylaws or corresponding instrument of the
Registrant;
(a) Amended and Restated By-Laws (November 16, 2006)
incorporated into this filing by reference to Form N-14
filed September 24, 2007.
(3) Copies of any voting trust agreement affecting more than 5
percent of any class of equity securities of the Registrant;
Not applicable.
(4) Copies of the agreement of acquisition, reorganization, merger,
liquidation and any amendments to it;
(a) Executed Agreement and Plan of Reorganization (February 8,2008) between the Registrant, on behalf of Delaware U.S.
Growth Fund, and Delaware Group Equity Funds IV, on behalf
of its series, Delaware Large Cap Growth Fund, is attached
as Exhibit No. EX-99.4.a.
(5) Copies of all instruments defining the rights of holders of the
securities being registered including, where applicable, the
relevant portion of the articles of incorporation or by-laws of
the Registrant;
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(a) Agreement and Declaration of Trust. Articles III, IV, V and
VI of Agreement and Declaration of Trust (December 17, 1998)
incorporated into this filing by reference to Post-Effective
Amendment No. 12 filed November 22, 1999.
(b) By-Laws. Article II of the Amended and Restated By-Laws
(November 16, 2006) incorporated into this filing by
reference to Form N-14 filed September 24, 2007.
(6) Copies of all investment advisory contracts relating to the
management of the assets of the Registrant;
(a) Executed Investment Management Agreement (November 23, 1999)
between Delaware Management Company (a series of Delaware
Management Business Trust) and the Registrant on behalf of
Delaware U.S. Growth Fund incorporated into this filing by
reference to Post-Effective Amendment No. 16 filed March 1,2001.
(i) Executed Amendment No. 1 (June 28, 2002) to Exhibit A
of the Investment Management Agreement (November 23,1999) between the Registrant and Delaware Management
Company (a series of Delaware Management Business
Trust) adding Delaware Diversified Income Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 20 filed December 31,2002.
(b) Executed Investment Advisory Expense Limitation Letter
(September 11, 2007) between Delaware Management Company and
the Registrant incorporated into this filing by reference to
Form N-14 filed September 24, 2007.
(7) Copies of each underwriting or distribution contract between the
Registrant and a principal underwriter, and specimens or copies
of all agreements between principal underwriters and dealers;
(a) Distribution Agreement.
(i) Executed Distribution Agreement (May 15, 2003) between
Delaware Distributors, L.P. and the Registrant on
behalf of each Class incorporated into this filing by
reference to Post-Effective Amendment No. 22 filed
December 30, 2003.
(b) Financial Intermediary Distribution Agreement.
(i) Executed Third Amended and Restated Financial
Intermediary Distribution Agreement (January 1, 2007)
between Lincoln Financial Distributors, Inc. and
Delaware Distributors, L.P. on behalf of the Registrant
incorporated into this filing by reference to
Post-Effective Amendment No. 26 filed February 26,2007.
(b) Dealer's Agreement (January 2001) incorporated into this
filing by reference to Post-Effective Amendment No. 19 filed
June 28, 2002.
(c) Vision Mutual Fund Gateway(R) Agreement (November 2000)
incorporated into this filing by reference to Post-Effective
Amendment No. 19 filed June 28, 2002.
(d) Registered Investment Advisers Agreement (January 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 19 filed June 28, 2002.
(e) Bank/Trust Agreement (August 2004) incorporated into this
filing by reference to Post-Effective Amendment No. 23 filed
December 27, 2004.
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(f) Executed Distribution Expense Limitation Letter (September11, 2007) between Delaware Distributors, L.P. and the
Registrant incorporated into this filing by reference to
Form N-14 filed September 24, 2007.
(8) Copies of all bonus, profit sharing, pension, or other similar
contracts or arrangements wholly or partly for the benefit of
trustees or officers of the Registrant in their capacity as such.
Furnish a reasonably detailed description of any plan that is not
set forth in a formal document;
Not applicable.
(9) Copies of all custodian agreements and depository contracts under
Section 17(f) of the Investment Company Act of 1940, as amended
(the "1940 Act") for securities and similar investments of the
Registrant, including the schedule of remuneration;
(a) Executed Mutual Fund Custody and Services Agreement (July20, 2007) between Mellon Bank, N.A. and the Registrant
attached as Exhibit No. EX-99.9.a.
(b) Executed Securities Lending Authorization (July 20, 2007)
between Mellon Bank, N.A. and the Registrant attached as
Exhibit No. EX-99.9.b.
(10) Copies of any plan entered into by Registrant pursuant to Rule
12b-1 under the 1940 Act and any agreements with any person
relating to implementation of the plan, and copies of any plan
entered into by Registrant pursuant to Rule 18f-3 under the 1940
Act, any agreement with any person relating to implementation of
the plan, any amendment to the plan, and a copy of the portion of
the minutes of the meeting of the Registrant's trustees
describing any action taken to revoke the plan;
(a) Plan under Rule 12b-1 for Class A (April 19, 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 17 filed December 28, 2001.
(b) Plan under Rule 12b-1 for Class B (April 19, 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 17 filed December 28, 2001.
(c) Plan under Rule 12b-1 for Class C (April 19, 2001)
incorporated into this filing by reference to Post-Effective
Amendment No. 17 filed December 28, 2001.
(d) Plan under Rule 12b-1 for Class R (May 15, 2003)
incorporated into this filing by reference to Post-Effective
Amendment No. 25 filed February 22, 2006.
(e) Plan under Rule 18f-3 (October 31, 2005) incorporated into
this filing by reference to Post-Effective Amendment No. 25
filed February 22, 2006.
(11) An opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will, when
sold, be legally issued, fully paid and nonassessable;
(a) Opinion and Consent of Counsel (September 24, 2007) relating
to the Registrant incorporated into this filing by reference
to Form N-14 filed September 24, 2007.
(12) An opinion, and consent to their use, of counsel or, in lieu of
an opinion, a copy of the revenue ruling from the Internal
Revenue Service, supporting the tax matters and consequences to
shareholders discussed in the prospectus;
(a) Opinion and Consent of Counsel Supporting Tax Matters and
Consequences to Shareholders (February 8, 2008) relating to
Delaware U.S. Growth Fund and Delaware Large Cap Growth Fund
attached as Exhibit EX-99.12.a.
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(13) Copies of all material contracts of the Registrant not made in
the ordinary course of business which are to be performed in
whole or in part on or after the date of filing the registration
statement;
(a) Executed Shareholder Services Agreement (April 19, 2001)
between Delaware Service Company, Inc. and the Registrant
incorporated into this filing by reference to Post-Effective
Amendment No. 17 filed December 28, 2001.
(i) Executed Amendment No. 1 to Schedule A (June 28, 2002)
to Shareholder Services Agreement incorporated into
this filing by reference to Post-Effective Amendment
No. 20 filed December 31, 2002.
(ii) Executed Schedule B (June 1, 2007) to the Shareholder
Services Agreement incorporated into this filing by
reference to Form N-14 filed September 24, 2007.
(b) Executed Fund Accounting and Financial Administration
Services Agreement (October 1, 2007) between Mellon Bank,
N.A. and the Registrant attached as Exhibit No. EX-99.13.b.
(c) Executed Fund Accounting and Financial Administration
Oversight Agreement (October 1, 2007) between Delaware
Service Company, Inc. and the Registrant attached as Exhibit
No. EX-99.13.c.
(14) Copies of any other opinions, appraisals, or rulings, and
consents to their use, relied on in preparing the registration
statement and required by Section 7 of the Securities Act of
1933, as amended (the "1933 Act" or "Securities Act");
Not applicable.
(15) All financial statements omitted pursuant to Item 14(a)(1);
Not applicable.
(16) Manually signed copies of any power of attorney pursuant to which
the name of any person has been signed to the registration
statement; and
(a) Powers of Attorney (October 22, 2007) incorporated into this
filing by reference to Pre-Effective Amendment No. 1 on Form
N-14 filed October 23, 2007.
(17) Any additional exhibits which the Registrant may wish to file.
(a) Code of Ethics for the Delaware Investments Family of Funds
(November 2007) attached as Exhibit No. EX-99.17.a.
(b) Code of Ethics for Delaware Investments (Delaware Management
Company, a series of Delaware Management Business Trust, and
Delaware Distributors, L.P.) (November 2007) attached as
Exhibit No. EX-99.17.b.
(c) Code of Ethics for Lincoln Financial Distributors, Inc.
(June 2007) incorporated into this filing by reference to
Form N-14 filed September 24, 2007.
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is part of this registration statement by any
person or party
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who is deemed to be an underwriter within the meaning of Rule
145(c) of the Securities Act, the reoffering prospectus will
contain the information called for by the applicable registration
form for reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an
amendment to the registration statement and will not be used
until the amendment is effective, and that, in determining any
liability under the 1933 Act, each post-effective amendment shall
be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, (the
"1933 Act"), the Registrant certifies that it meets all of the requirements for
effectiveness of this Registration Statement under Rule 485(b) under the 1933
Act and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Philadelphia and the
Commonwealth of Pennsylvania on this 20th day of February, 2008.
DELAWARE GROUP ADVISER FUNDS
By: /s/ Patrick P. CoynePatrick P. Coyne
Chairman/President/Chief Executive Officer
As required by the 1933 Act, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
------------------------------ ------------------------------- -----------------
/s/ Patrick P. Coyne Chairman/President/Chief February 20, 2008Patrick P. Coyne Executive Officer (Principal
Executive Officer) and Trustee
Thomas L. Bennett * Trustee February 20, 2008
Thomas L. Bennett
John A. Fry * Trustee February 20, 2008
John A. Fry
Anthony D. Knerr * Trustee February 20, 2008
Anthony D. Knerr
Lucinda S. Landreth * Trustee February 20, 2008
Lucinda S. Landreth
Ann R. Leven * Trustee February 20, 2008
Ann R. Leven
Thomas F. Madison * Trustee February 20, 2008
Thomas F. Madison
Janet L. Yeomans * Trustee February 20, 2008
Janet L. Yeomans
J. Richard Zecher * Trustee February 20, 2008
J. Richard Zecher
Richard Salus * Senior Vice President/Chief February 20, 2008
Richard Salus Financial Officer (Principal
Financial Officer)
*By: /s/ Patrick P. CoynePatrick P. Coyne
as Attorney-in-Fact for
each of the persons indicated
(Pursuant to Powers of Attorneypreviously filed)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
EXHIBITS
TO
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
11
INDEX TO EXHIBITS
(Delaware Group Adviser Funds)
Exhibit No. Exhibit
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EX-99.4.a Executed Agreement and Plan of Reorganization (February 8, 2008)
between the Registrant, on behalf of Delaware U.S. Growth Fund,
and Delaware Group Equity Funds IV, on behalf of its series,
Delaware Large Cap Growth Fund
EX-99.9.a Executed Mutual Fund Custody and Services Agreement (July 20,2007) between Mellon Bank, N.A. and the Registrant
EX-99.9.b Executed Securities Lending Authorization (July 20, 2007) between
Mellon Bank, N.A. and the Registrant
EX-99.12.a Opinion and Consent of Counsel Supporting Tax Matters and
Consequences to Shareholders (February 8, 2008) relating to
Delaware U.S. Growth Fund and Delaware Large Cap Growth Fund
EX-99.13.b Executed Fund Accounting and Financial Administration Services
Agreement (October 1, 2007) between Mellon Bank, N.A. and the
Registrant
EX-99.13.c Executed Fund Accounting and Financial Administration Oversight
Agreement (October 1, 2007) between Delaware Service Company,
Inc. and the Registrant
EX-99.17.a Code of Ethics for the Delaware Investments Family of Funds
(November 2007)
EX-99.17.b Code of Ethics for Delaware Investments (Delaware Management
Company, a series of Delaware Management Business Trust, and
Delaware Distributors, L.P.) (November 2007)
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Dates Referenced Herein and Documents Incorporated by Reference
